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Dominion Energy (NYSE: D) advances proposed NextEra merger with new filings

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Dominion Energy describes a key milestone in its proposed business combination with NextEra Energy, stating that both companies have filed applications with regulators seeking approval of the transaction. Management presents the combination as a way to better meet growing demand for reliable, affordable and increasingly clean energy in their service regions.

The communication notes that the deal is subject to a comprehensive review by regulators, shareholders and other stakeholders and includes extensive forward-looking statements outlining risks such as integration challenges and potential failure to obtain required approvals. It references a Registration Statement on Form S-4 containing a preliminary joint proxy statement/prospectus and directs investors to SEC and company websites for access to these and future definitive proxy materials.

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Form S-4 Registration Number 333-297351 Registration Statement on Form S-4 filed by NextEra Energy with the SEC on July 9, 2026 for the proposed transactions
Fiscal year ended December 31, 2025 Fiscal year end referenced in the most recent Form 10-K filings for both NextEra Energy and Dominion Energy cited in the communication
NextEra Energy investor relations phone (800) 222-4511 Phone number provided for investors to request copies of SEC filings related to the proposed transactions
Dominion Energy investor relations phone (804) 819-2438 Phone number provided for investors to request Dominion Energy SEC filings and information on the proposed transactions
Registration Statement on Form S-4 regulatory
"The preliminary joint proxy statement/prospectus included in the registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
joint proxy statement/prospectus regulatory
"Each of NextEra Energy and Dominion Energy intends to file with the SEC a definitive joint proxy statement/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
"This communication includes forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995"
solicitation of proxies regulatory
"NextEra Energy, Dominion Energy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies"
Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.
forward-looking statements financial
"All statements other than statements of historical fact included or incorporated by reference in this communication are forward-looking statements"
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.
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FAQ

What milestone did Dominion Energy (D) announce in its communication with employees?
Dominion Energy reports that it and NextEra Energy have filed applications with regulators for their proposed combination. The message frames this as an important milestone in a broader regulatory review process that will also involve shareholders and other stakeholders before any transaction can be completed.

What approvals are required for the Dominion Energy (D) and NextEra Energy transaction to close?
The proposed transactions require approvals from governmental and regulatory authorities and from the shareholders of both Dominion Energy and NextEra Energy. The communication notes that the merger agreement can be terminated and the transactions may not close if conditions, including these approvals, are not satisfied.

What is the role of the Registration Statement on Form S-4 in the Dominion Energy (D) merger process?
NextEra Energy has filed a Registration Statement on Form S-4 that includes a preliminary joint proxy statement/prospectus. This document, and a future definitive joint proxy statement/prospectus, will provide detailed information about the proposed transactions to Dominion Energy and NextEra Energy shareholders for voting and disclosure purposes.

How can Dominion Energy (D) investors access official documents about the proposed NextEra combination?
Investors can obtain the Form S-4 Registration Statement, the preliminary and future definitive joint proxy statement/prospectus and related filings free of charge on the SEC’s website. The communication also points to each company’s investor relations website and phone or email contacts for accessing these materials.

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

Email to Employees from Robert M. Blue

Subject: An Important Milestone in Our Proposed Combination with NextEra Energy

Team –

Today, Dominion Energy and NextEra Energy filed applications with regulators seeking approval of our proposed combination.

While today’s filings may not attract the same attention as our announcement in May, they represent an important milestone in the process and another step toward what we believe is a tremendous opportunity for our company, our customers, our communities, and our employees.

Since we announced our intention to combine, I have had the opportunity to talk with many of you across our footprint. I’ve heard your excitement about the opportunities ahead, and I’ve also heard your questions about what this means for Dominion Energy and for each of us personally. Those conversations have reinforced something I’ve always known: Our greatest strength is our people.

The filings submitted today provide additional details about why the two companies believe this combination will create long-term value and how we plan to move forward together. They also reflect commitments that are important to our customers, our employees, and the communities we serve.

Among those commitments:

 

  •  

Dominion Energy operating companies will continue to serve customers under the names they know today.

 

  •  

Richmond will remain a headquarters location for the combined company and Cayce will remain an operational headquarters.

 

  •  

Local leadership will continue to play a critical role in leading our employees, serving our customers and communities.

 

  •  

The combined company has committed to employee protections, including job protection and compensation and benefits protections for non-union employees following the close of the transaction.

 

  •  

Dominion Energy Services will provide support as it does today, reporting through the regulated utilities function.

 

  •  

Customers in Virginia, North Carolina, and South Carolina are expected to benefit from approximately $2.25 billion in proposed bill credits over two years, funded by shareholders.

 

  •  

The combined company has committed to continued investment in the communities we serve.

Just as important, today’s filings explain why we believe bringing these two companies together positions us to better meet the growing energy needs of the future. Demand for reliable, affordable, and increasingly clean energy continues to grow at an unprecedented pace, particularly in the regions we serve.

This is one step in a comprehensive regulatory review process. Over the coming months, regulators, shareholders, and other stakeholders will evaluate the proposed transaction. We will continue to engage openly throughout that process and keep you informed as milestones are reached. We have also established a public site, www.DominionNextEraFuture.com, to provide updates and information as the proposed combination moves through the review process.

As we move forward, our focus remains unchanged: delivering the reliable, affordable, and increasingly clean energy that powers our customers’ homes, businesses, and communities – every day. I am incredibly proud of what we have accomplished together.

The success that has brought us to this moment was built by you — and by generations of Dominion Energy employees who have dedicated themselves to serving others.

Thank you for your continued focus, dedication, and support.

Bob

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.

Source: View Original Filing on SEC EDGAR