Dominion Energy (NYSE: D) and NextEra detail plans for largest regulated utility

Rhea-AI Filing Summary

Dominion Energy and NextEra Energy announced on May 18, 2026 that they plan to combine in a business combination that would create the nation’s largest regulated utility business, serving about 10 million homes and businesses in the southeastern U.S.

The companies expect the transaction to close in the second half of 2027, subject to approvals from state and federal regulators and the approval of each company’s shareholders. Detailed risk disclosures highlight uncertainties including potential failure or delay in obtaining required approvals, challenges integrating Dominion Energy’s businesses and technologies, unanticipated costs or litigation, and possible impacts on stock prices, credit ratings and access to capital markets.

A Registration Statement on Form S-4 (Registration No. 333-297351) filed by NextEra Energy on July 9, 2026 includes a preliminary joint proxy statement/prospectus for both companies. Investors and security holders are urged to review that Registration Statement and the definitive joint proxy statement/prospectus when available through the SEC and company investor-relations websites.

Positive

• Largest regulated utility would be created, serving about 10 million homes and businesses in the southeastern U.S.

Negative

• Closing is uncertain and depends on multiple state, federal and shareholder approvals that could delay or prevent the combination.
• Execution risks include integration challenges, potential litigation, management distraction and possible effects on stock prices, ratings and capital access.

Key Figures

Customer base: about 10 million homes and businesses Expected closing period: second half of 2027 Form S-4 registration number: Registration No. 333-297351 +2 more

5 metrics

Customer base about 10 million homes and businesses Estimated number of homes and businesses served in the southeastern U.S. by the combined regulated utility

Expected closing period second half of 2027 Targeted completion timing for the business combination, subject to regulatory and shareholder approvals

Form S-4 registration number Registration No. 333-297351 Registration Statement filed by NextEra Energy including the preliminary joint proxy statement/prospectus

Form 10-K fiscal year-end December 31, 2025 Fiscal year-end for the most recently filed Annual Reports on Form 10-K referenced for both companies

Announcement date May 18, 2026 Date Dominion Energy and NextEra Energy announced their plans to combine

Key Terms

forward-looking statements, Registration Statement, joint proxy statement/prospectus, Private Securities Litigation Reform Act of 1995, +1 more

5 terms

forward-looking statements regulatory

"includes “forward-looking statements” within the meaning of the safe harbor provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Registration Statement regulatory

"The preliminary joint proxy statement/prospectus included in the registration statement on Form S-4"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

joint proxy statement/prospectus regulatory

"a preliminary joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a preliminary prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

Private Securities Litigation Reform Act of 1995 regulatory

"within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"

Participants in the Solicitation regulatory

"Participants in the Solicitation NextEra Energy, Dominion Energy and certain of their respective directors"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

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Available on EDGAR 07/16/2026 - 04:37 PM Accepted by SEC EDGAR 07/16/2026 - 04:34 PM Learn about SEC filing dates

FAQ

What did Dominion Energy (D) and NextEra Energy announce on May 18, 2026?

They announced plans for a business combination that would create the nation’s largest regulated utility business, serving about 10 million homes and businesses in the southeastern U.S., if required regulatory and shareholder approvals are obtained.

When is the Dominion Energy (D) and NextEra Energy combination expected to close?

The companies expect closing in the second half of 2027. This timing depends on receiving approvals from state and federal regulators and the approval of shareholders of both Dominion Energy and NextEra Energy.

What scale would the combined Dominion Energy (D) and NextEra Energy company have?

The combination is expected to create the nation’s largest regulated utility, serving about 10 million homes and businesses in the southeastern U.S., significantly expanding the regulated customer base compared with either company alone.

What approvals are required for the Dominion Energy (D) and NextEra Energy transaction?

The transaction requires approvals from state and federal regulators and the shareholders of each company. Failure to obtain, or delays in obtaining, these approvals could postpone or prevent completion of the combination.

Where can investors find detailed information on the Dominion Energy (D) and NextEra Energy transaction?

Details appear in a Registration Statement on Form S-4 (Registration No. 333-297351) filed by NextEra Energy, which includes a preliminary joint proxy statement/prospectus, available on the SEC’s website and both companies’ investor-relations sites.

What key risks are highlighted regarding the proposed Dominion Energy (D) and NextEra Energy combination?

Risks include integration challenges, potential failure or delay in obtaining approvals, possible litigation, effects on business relationships, and impacts on stock prices, credit ratings and access to capital markets.

Filed by: Dominion Energy, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Company: Dominion Energy, Inc.

Commission File No.: 001-08489

Talking Points for Contact Centers

Background:

On May 18, 2026, Dominion Energy and NextEra Energy announced plans to combine. The combination will create the nation’s largest regulated utility business, with about 10 million homes and businesses in the southeastern U.S. If approved by state and federal regulators and shareholders, the transaction is expected to close in the second half of 2027.

Update:

• On July 15, Dominion Energy and NextEra Energy filed applications for approval of the proposed combination with the Virginia State Corporation Commission (SCC), the North Carolina Utilities Commission (NCUC), the Public Service Commission of South Carolina (PSCSC), the Federal Energy Regulatory Commission (FERC), and the Nuclear Regulatory Commission (NRC).

• The filings formally begin the required regulatory approval processes, and affirm commitments of the combined company to customers, employees, communities, and shareholders.

• Subject to regulatory approvals, the combination is expected to close in the second half of 2027.

• A new microsite about the proposed combination also went live today and can be found at DominionNextEraFuture.com. If customers are looking for more information, please continue to send customers to DominionEnergy.com/Merger for customer-related information.

General Questions

Q: What was the filing announcement on July 15?

• Dominion Energy and NextEra Energy filed applications for approval of the proposed combination with the Virginia State Corporation Commission (SCC), the North Carolina Utilities Commission (NCUC), the Public Service Commission of South Carolina (PSCSC), the Federal Energy Regulatory Commission (FERC), and the Nuclear Regulatory Commission (NRC).

Q: What is the purpose of these filings?

• The filings formally begin the required regulatory approval processes and affirm commitments of the combined company to customers, employees, communities, and shareholders.

Q: When was the combination announced?

• Dominion Energy and NextEra Energy announced plans to combine on May 18. The combination will create the nation’s largest regulated utility business, serving about 10 million homes and businesses in the southeastern U.S. If approved by state and federal regulators, the transaction is expected to close in the second half of 2027.

Q: When will approvals happen?

• Regulatory approvals are expected to take around 12 months, with closing anticipated in the second half of 2027.

Forward-Looking Statements

This communication includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements regarding the proposed business combination transaction between NextEra Energy, Inc. (NextEra Energy) and Dominion Energy, Inc. (Dominion Energy) and future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions on the combined company’s business and future financial and operating results, the anticipated closing date for the proposed transactions and other aspects of NextEra Energy’s or Dominion Energy’s operations or operating results, are forward-looking statements. Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions or events can be used to identify forward-looking statements. Where, in any forward-looking statement, NextEra Energy or Dominion Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. Any forward-looking statement is not a guarantee of future performance, outcomes or results and is subject to numerous risks, uncertainties and other factors, many of which are beyond NextEra Energy’s or Dominion Energy’s control, that could cause actual performance, outcomes or results to differ materially from what is expressed or implied in the forward-looking statement.

These factors include a failure by NextEra Energy to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed transactions may not be fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders required to consummate the proposed transactions and the timing of the closing of the proposed transactions, including the risk that the conditions to closing are not satisfied on a timely basis or at all or the failure of the transactions to close for any other reason or to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or regulatory approval, consent or authorization that may be required for the proposed transactions is not obtained, is delayed or is obtained subject to conditions that are not anticipated or that cause the termination of the merger agreement and abandonment of the transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement by either party; the risk that certain provisions in the merger agreement or the pendency of the transactions may impact either party’s ability to pursue certain business opportunities or strategic transactions; unanticipated difficulties, liabilities or expenditures relating to the transactions, including the impact of potential litigation relating to the transactions; the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and business operations generally, including the parties’ relationship with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the proposed transactions on the parties’ common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the proposed transactions disrupt either party’s current plans and operations, including due to the diversion of the attention of management from ordinary course business operations, and potential difficulties in hiring or retaining employees as a result of the proposed transactions; any rating agency actions; and the impact of the announcement or pendency of the proposed

transactions on either party’s ability to access capital, including the short- and long-term debt markets, on a timely and affordable basis; general worldwide economic conditions and related uncertainties; the effect and timing of changes in laws or in governmental regulations (including environmental); fluctuations in trading prices of securities of NextEra Energy and in the financial results of NextEra Energy or Dominion Energy; and the timing and extent of changes in interest rates, commodity prices and demand and market prices for electricity or gas. The preliminary joint proxy statement/prospectus included in the registration statement on Form S-4 (Registration No. 333-297351) filed by NextEra Energy with the Securities and Exchange Commission (SEC) on July 9, 2026 (available at https://www.sec.gov/Archives/edgar/data/753308/000110465926082301/tm2614888-13_s4.htm) (Registration Statement), describes additional risks relating to the proposed transactions and combined company. While the list of factors presented here and the list of factors presented in the Registration Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to NextEra Energy’s and Dominion Energy’s respective periodic reports and other filings with the SEC, including the risk factors contained in NextEra Energy’s and Dominion Energy’s most recently filed Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.

Any forward-looking statements included in this communication represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable, the dates indicated in such statement). Except as required by law, neither NextEra Energy nor Dominion Energy undertakes or assumes any obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances or otherwise.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Additional Information about the Transactions and Where to Find It

In connection with the proposed transactions, NextEra Energy filed with the SEC the Registration Statement, which includes a preliminary joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a preliminary prospectus of NextEra Energy. Each of NextEra Energy and Dominion Energy intends to file with the SEC a definitive joint proxy statement/prospectus. Each of NextEra Energy and Dominion Energy may also file other relevant documents with the SEC regarding the proposed transactions. This communication is not a substitute for the Registration Statement or the definitive joint proxy statement/prospectus or any other document that NextEra Energy or Dominion Energy may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of NextEra Energy and Dominion Energy. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION ENERGY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.

Investors and security holders are or will be able to obtain free copies of the Registration Statement, including the preliminary joint proxy statement/prospectus, and the definitive joint proxy statement/prospectus (if and when available) and other documents containing important information about NextEra Energy, Dominion Energy and the proposed transactions, once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by NextEra Energy are available free of charge on NextEra Energy’s website at http://www.investor.nexteraenergy.com/ or by contacting NextEra Energy’s Investor

Relations Department by email at investors@nexteraenergy.com or by phone at (800) 222-4511. Copies of the documents filed with the SEC by Dominion Energy are available free of charge on Dominion Energy’s website at http://investors.dominionenergy.com or by contacting Dominion Energy’s Investor Relations Department by email at investor.relations@dominionenergy.com or by phone at (804) 819-2438.

Participants in the Solicitation

NextEra Energy, Dominion Energy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions.

Information about the directors and executive officers of NextEra Energy, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i)  NextEra Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026, including under the headings “Proposal 1: Election as directors of the nominees specified in this proxy statement,” “Director Compensation,” “Executive Compensation,” and “Common Stock Ownership of Certain Beneficial Owners and Management,” (ii) NextEra Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 13, 2026, including under the heading “Item 1. Business—Information About Our Executive Officers” and (iii) to the extent certain holdings of NextEra Energy securities by its directors or executive officers have changed since the amounts set forth in NextEra Energy’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC.

Information about the directors and executive officers of Dominion Energy, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in (i)  Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March 19, 2026, including under the headings “Item 1: Election of Directors – Director Nominees,” “Compensation of Non-Employee Directors,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management,” (ii) Dominion Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 23, 2026, including under the heading “Information about our Executive Officers” and (iii) to the extent certain holdings of Dominion Energy securities by its directors or executive officers have changed since the amounts set forth in Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the SEC.

Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when such materials become available. Investors should read the definitive joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by NextEra Energy and Dominion Energy are available free of charge through the website maintained by the SEC at www.sec.gov. Additionally, copies of documents filed with the SEC by NextEra Energy and Dominion Energy are available free of charge through the sources indicated above.