Dominion Energy (D) details $2.25B bill credits and merger benefits with NextEra

Rhea-AI Filing Summary

Dominion Energy describes an internal video summarizing recent quarterly earnings calls for Dominion Energy and NextEra Energy and highlighting their proposed merger. The communication notes that both companies reported strong financial results and that Dominion’s safety, reliability and customer service remain strong amid record electric demand, with eight of its highest summer peaks occurring in the prior two months.

The update states that the Coastal Virginia Offshore Wind project has achieved its 30th turbine installation, with over 450 MW of generating capacity already installed. In discussing the proposed merger, Dominion cites customer benefits including $2.25 billion in shareholder-funded bill credits for Dominion customers under the proposed terms, and longer-term advantages from being part of a larger combined company. Extensive forward-looking statement and risk disclosures emphasize that the transaction is subject to shareholder and regulatory approvals and may not close.

Positive

• Proposed merger terms include $2.25 billion in shareholder-funded bill credits for Dominion Energy customers, representing a direct, quantified customer benefit.
• Dominion reports strong operational performance, with eight of its highest summer peak demand levels occurring in the prior two months while maintaining safety, reliability and customer service.
• The Coastal Virginia Offshore Wind Project has surpassed 450 MW of installed generating capacity, indicating tangible progress on a major clean energy investment.

Negative

• The communication lists numerous risks that could prevent or delay the proposed merger, including failure to obtain shareholder and regulatory approvals or termination of the merger agreement.
• It highlights integration and execution risks, including potential difficulties realizing the expected benefits of the transaction and challenges integrating Dominion Energy’s businesses and technologies.
• The text notes potential adverse effects from the announcement and pendency of the deal, including impacts on business relationships, employee retention and capital market access.

Filing Explained

The registration statement became effective on July 23, 2026, and the definitive joint proxy statement/prospectus was mailed around July 28, 2026; the proposed merger therefore remains subject to the required approvals and has not been disclosed as completed.

Key Figures

Customer bill credits: $2.25 billion Offshore wind capacity installed: over 450 MW Turbines installed: 30 +4 more

7 metrics

Customer bill credits $2.25 billion Shareholder-funded bill credits for Dominion Energy customers under proposed merger terms

Offshore wind capacity installed over 450 MW Generating capacity already installed at Coastal Virginia Offshore Wind Project

Turbines installed 30 30th turbine installation milestone at Coastal Virginia Offshore Wind Project

Florida economy size $1.8 trillion Florida’s economy size referenced in relation to Florida Power & Light’s service territory

FPL rate advantage 30% below national average Florida Power & Light customer rates versus national average

FPL reliability advantage more than 60% better Florida Power & Light reliability versus national average

Form S-4 file number 333-297351 NextEra Energy registration statement on Form S-4 related to proposed transactions

Key Terms

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

5 terms

forward-looking statements regulatory

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

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.

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"

Registration Statement regulatory

"NextEra Energy filed with the SEC a registration statement on Form S-4 (File No. 333-297351)"

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.

definitive joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus to their respective shareholders"

solicitation of proxies regulatory

"may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions"

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.

FAQ

What is the key customer benefit from the proposed Dominion Energy (D) and NextEra merger?

Under the proposed merger terms, Dominion Energy customers would receive $2.25 billion in shareholder-funded bill credits. The communication also cites longer-term benefits from a stronger combined company able to buy, build and finance energy infrastructure more efficiently.

How is Dominion Energy (D) performing operationally according to this communication?

Dominion Energy reports strong safety, reliability and customer service while its system sets new electric demand records. It notes that eight of its highest summer peaks occurred in the last two months, alongside strong quarterly and first-half financial results.

What progress has Dominion Energy (D) made on the Coastal Virginia Offshore Wind project?

The Coastal Virginia Offshore Wind Project has reached its 30th turbine installation and now has over 450 MW of generating capacity installed. The company characterizes these as impressive milestones, with additional capacity expected in the future.

What does the filing say about NextEra’s Florida Power & Light in relation to Dominion Energy (D)?

The communication cites NextEra’s earnings call, noting that Florida Power & Light’s rates are 30% below the U.S. average and reliability is more than 60% better. It also highlights Florida’s $1.8 trillion economy as a large growth market.

What risks to the Dominion Energy (D)–NextEra merger are highlighted?

The text lists risks including failure to obtain shareholder and regulatory approvals, potential termination of the merger agreement, integration challenges, possible litigation, rating agency actions and impacts on stock prices and access to capital markets.

Is the Dominion Energy (D) and NextEra merger already completed?

No. The combination is described as a proposed transaction subject to multiple conditions. The communication stresses that closing depends on shareholder approvals, regulatory consents and satisfaction of other conditions, and that the merger may not close.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/13/2026 - 04:43 PM Accepted by SEC EDGAR 08/13/2026 - 04:30 PM Learn about SEC filing dates

Filed by: Dominion Energy, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-6(b) under

the Securities Exchange Act of 1934

Subject Company: Dominion Energy, Inc.

Commission File No.: 001-08489

Informational Video Made Available on Company Intranet

Introduction

Did You Know? Episode 2 Breaks Down the Latest Earnings Updates

Strong results. Growing demand. Major milestones. These are the things happening at Dominion Energy and at NextEra Energy. Understanding the bigger picture starts with knowing where both companies stand today. In this 2nd episode of Did You Know?, hear directly from Steven Ridge about the full discussion and learn more about the business performance, customer benefits and growth opportunities highlighted during the earnings call from Dominion Energy on Friday, July 31st and NextEra Energy on Friday, July 24th.

Stay informed! Visit the Employee Web Portal regularly for announcements, FAQs, videos and other important updates. Make it your go-to source for the information you need throughout this journey.

Transcript of Video

When you combine two leading energy companies, there’s a lot to take in and a lot of opportunity ahead. We’re here to break it down, share key facts and keep you informed every step of the way. So... did you know that NextEra Energy and Dominion Energy both hosted their second quarter earnings calls in the last few days? Quarterly earnings calls are opportunities to update investors, analysts, employees, and other stakeholders about company performance over the prior three months.

Both companies reported strong results. I’ll start by summarizing Dominion Energy’s update. Since the multi-year business review that concluded in March of 2024, the company has been consistently executing. Safety, reliability, and customer service performance has been strong even as our system continues to set new electric demand records. In fact, eight of our highest summer peaks have occurred in the last two months.

We reported strong quarterly and first half financial results and provided an update on the Coastal Virginia Offshore Wind Project, which continues to hit impressive milestones, including its 30 second turbine installation. All told, we have over 450MW of generating capacity already installed, with much more to come. Turning now to NextEra Energy’s earnings call, they too reported strong financial results, highlighting the multiple ways they are able to grow by meeting customer needs across both Florida Power and Light, their regulated utility, and NextEra Energy Resources, their end to end energy solution provider.

Notably, Florida Power and Light serves a large share of Florida, which, with a $1.8 trillion economy, represents the 14th largest economy in the world. NextEra reported on their call that FPL rates remain 30% below the national average. Its reliability is more than 60% better than the national average, and its customer base is growing rapidly.

With regard to the proposed NextEra Dominion merger, both CEOs highlighted the benefits of bringing together our two great companies. On our call, Bob indicated that “looking ahead, we believe we can accomplish far more together than we can apart. Under the proposed terms of the merger, Dominion Energy customers would receive $2.25 billion in shareholder funded bill credits, representing meaningful customer value. Over the longer term, customers and communities would benefit from a stronger company with the scale and capabilities to buy, build, finance and operate critical energy infrastructure more efficiently, helping support reliability, affordability and economic growth.”

Similarly, NextEra CEO John Ketchum said, “this isn’t about changing what works for Dominion Energy. Rather, this combination is about Dominion Energy adding the undeniable benefits of being part of a larger combined company with deep skill sets and experience across the energy value chain, providing access to scale and an industry leading platform and balance sheet.”

And this is just the beginning. Now you know.

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; 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 definitive

proxy statement filed by Dominion Energy with the Securities and Exchange Commission (SEC) on July 28, 2026 (available at https://www.sec.gov/Archives/edgar/data/715957/000110465926087585/tm2621467-2_defm14a.htm) 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 Dominion Energy’s definitive proxy 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 a registration statement on Form S-4 (File No. 333-297351) on July 9, 2029 (available at https://www.sec.gov/Archives/edgar/data/753308/000110465926082301/tm2614888-13_s4.htm) (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. The Registration Statement was declared effective by the SEC on July 23, 2026. NextEra Energy filed a final prospectus on July 28, 2026 (available at https://www.sec.gov/Archives/edgar/data/753308/000110465926087576/tm2614888-19_424b3.htm) and Dominion Energy filed a definitive proxy statement on July 28, 2026 (available at https://www.sec.gov/Archives/edgar/data/715957/000110465926087585/tm2621467-2_defm14a.htm). NextEra Energy and Dominion Energy first mailed the definitive joint proxy statement/prospectus to their respective shareholders on or about July 28, 2026. 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. 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 AS 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 may obtain free copies of the Registration Statement, the definitive joint proxy statement/prospectus and other documents containing important information about NextEra Energy, Dominion Energy and the proposed transactions filed or that will be 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, is contained in the definitive joint proxy statement/prospectus filed with the SEC on July 28, 2026. Investors should read the definitive joint proxy statement/prospectus carefully 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.