Dominion Energy (NYSE: D) outlines Sept. 3 vote on proposed NextEra Energy merger

Rhea-AI Filing Summary

Dominion Energy outlines logistics for a Sept. 3, 2026 special shareholder meeting, where shareholders will vote on matters related to a proposed business combination between NextEra Energy, Inc. and Dominion Energy, Inc.. Holders, including those in 401(k) plans and Dominion Energy Direct, are told how to access proxy materials and voting instructions, including emails from id@proxyvote.com, and are encouraged to vote promptly using available channels.

The communication explains that the transaction is subject to shareholder approvals, regulatory clearances and other customary conditions, and details extensive forward-looking statement risk factors, including integration challenges, regulatory outcomes, financing conditions and market variables. It notes that a Form S-4 registration statement and a definitive joint proxy statement/prospectus are on file with the SEC, and directs investors to these documents and each company’s SEC filings for full information before making voting or investment decisions.

Filing Explained

The proposed NextEra-Dominion combination has advanced to an effective registration statement and mailed definitive proxy materials, but remains subject to the September 3, 2026 shareholder vote and other closing conditions; the filing does not disclose completion or securities issuance.

Key Figures

Special shareholder meeting date: September 3, 2026 Form S-4 file number: File No. 333-297351 Form S-4 filing date: July 9, 2029 +4 more

7 metrics

Special shareholder meeting date September 3, 2026 Date of Dominion Energy shareholder meeting to vote on items related to the proposed transactions

Form S-4 file number File No. 333-297351 Registration Statement on Form S-4 filed by NextEra Energy for the proposed transactions

Form S-4 filing date July 9, 2029 Date NextEra Energy filed the Registration Statement on Form S-4

Form S-4 effectiveness date July 23, 2026 Date the Registration Statement on Form S-4 was declared effective by the SEC

Definitive proxy/prospectus filing date July 28, 2026 Date the definitive joint proxy statement/prospectus and final prospectus were filed

NextEra investor relations phone (800) 222-4511 Contact number for obtaining NextEra Energy SEC documents

Dominion Energy investor relations phone (804) 819-2438 Contact number for obtaining Dominion Energy SEC documents

Key Terms

forward-looking statements, Registration Statement on Form S-4, definitive joint proxy statement/prospectus, Private Securities Litigation Reform Act of 1995, +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.

Registration Statement on Form S-4 regulatory

"NextEra Energy filed with the SEC a 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.

definitive joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus filed with the SEC on July 28, 2026"

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

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

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.

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

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Available on EDGAR 08/07/2026 - 04:37 PM Accepted by SEC EDGAR 08/07/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What is the Sept. 3, 2026 Dominion Energy (D) shareholder meeting about?

The Sept. 3, 2026 meeting will address voting items related to a proposed business combination between NextEra Energy and Dominion Energy. Shareholders are provided proxy materials and are encouraged to review them and vote using the methods available for their holdings.

How will Dominion Energy (D) shareholders receive proxy materials and voting instructions?

Shareholders may receive materials via email from id@proxyvote.com, or by U.S. mail with a control number. These communications provide access to proxy materials and instructions for voting shares online, by phone, or by mail, depending on how shares are held.

What SEC filings relate to the NextEra–Dominion Energy (D) proposed transactions?

NextEra Energy filed a Form S-4 Registration Statement (File No. 333-297351), declared effective July 23, 2026, which includes a joint proxy statement/prospectus. Both companies also filed a definitive joint proxy statement/prospectus on July 28, 2026 with the SEC.

What key risks are highlighted regarding the proposed NextEra–Dominion Energy (D) transactions?

The communication cites risks such as failure to obtain shareholder or regulatory approvals, integration challenges, potential litigation, impacts on stock prices, access to capital, and broader economic, regulatory, interest rate and commodity price uncertainties affecting future results.

Where can Dominion Energy (D) investors access the joint proxy statement and prospectus?

Investors can obtain free copies via the SEC’s website at www.sec.gov, NextEra Energy’s investor relations website or contact channels, and Dominion Energy’s investor relations website or contact channels, as listed in the communication, for documents on the proposed transactions.

Who may be considered participants in the proxy solicitation for the Dominion Energy (D) transaction?

NextEra Energy, Dominion Energy and certain of their directors and executive officers may be deemed participants in soliciting proxies. Details on their security holdings and interests are described in each company’s recent proxy statements, Form 10-K filings and related SEC ownership reports.

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

Information Posted to Company Intranet

Notice of Important Information About the Sept. 3 Shareholder Meeting

Dominion Energy shareholders have received or will soon receive information about the upcoming Sept. 3, 2026, Shareholder Meeting, including voting items, proxy materials and instructions for casting votes.

If you own shares through a DE employee 401(k) plan or Dominion Energy Direct^® and receive shareholder communications electronically, watch for emails from id@proxyvote.com with the subject “Dominion Energy, Inc. Special Shareholder Meeting.” This is not a phishing attempt.

Shareholders may also receive a notice by email or U.S. mail with a control number to access proxy materials and vote their shares.

All eligible shareholders are encouraged to review the materials and vote promptly. Voting options may include online, phone or mail, depending on how your shares are held.

Additional voting instructions may be provided by your broker or financial institution.

This is not an offer or solicitation. For additional details, please see cautionary information.

Your vote is important.

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.