Dominion Energy to Combine with NextEra Energy

Rhea-AI Filing Summary

Dominion Energy announced a definitive agreement to combine with NextEra Energy, creating a regulated electric utility serving approximately 10 million customers in the southeastern U.S. The companies say the combined business would rank No.2 in U.S. nuclear generation and No.1 globally in renewables and battery storage. The transaction requires regulatory and shareholder approvals and the companies currently anticipate closing in 12 to 18 months. The communication emphasizes employee safety, an internal Employee Web Portal for questions, and directs investors to the forthcoming Form S-4 and joint proxy statement/prospectus for full details.

Insights

M&A Counsel

Deal is large and regulatory-dependent; closing hinges on approvals and proxy materials.

The merger agreement creates a combined regulated utility footprint described as serving approximately 10 million customers. The filing highlights that the transaction is subject to regulatory approvals and shareholder votes and references a future registration statement on Form S-4 and a joint proxy statement/prospectus.

Regulatory timing and conditions are key dependencies; any conditions attached by regulators or delays could alter timing. Subsequent SEC filings will contain material risk disclosures and definitive solicitation materials to review.

Utility Sector Analyst

Transaction would materially change generation scale and asset mix as described.

The companies state the combined entity would be No.2 in U.S. nuclear generation and No.1 in renewables and battery storage, with leadership in gas-fired generation. The communication anticipates closing in 12 to 18 months, subject to approvals.

Operational integration, retention of key personnel, and regulatory conditions will determine the pace of realizing any stated benefits. The proxy and S-4 will provide financial terms, expected synergies, and risks to assess material impact.

Key Figures

Customers: 10 million customers Anticipated closing window: 12 to 18 months U.S. nuclear ranking: No. 2 +2 more

5 metrics

Customers 10 million customers combined southeastern U.S. footprint

Anticipated closing window 12 to 18 months expected timeline for closing, subject to approvals

U.S. nuclear ranking No. 2 stated rank for combined company in U.S. nuclear generation

Renewables ranking No. 1 stated rank globally in renewables and battery storage

Approvals required Regulatory and shareholder approvals conditions to closing described in the communication

Key Terms

Form S-4, joint proxy statement/prospectus, forward-looking statements

3 terms

Form S-4 regulatory

"The registration statement on Form S-4 and joint proxy statement/prospectus that will be filed"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

joint proxy statement/prospectus regulatory

"The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders"

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.

forward-looking statements financial

"This communication 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Dominion Energy (D) announce about a merger with NextEra Energy?

Dominion Energy announced a definitive agreement to combine with NextEra Energy forming a large regulated utility serving approximately 10 million customers. The companies said the combined business would rank No.2 in U.S. nuclear generation and No.1 in renewables and battery storage.

When do Dominion Energy and NextEra expect the merger to close?

The companies currently anticipate the transaction will close in 12 to 18 months. That timeline is conditional on receiving required regulatory approvals and shareholder approvals referenced in the communication.

What approvals are required for the Dominion–NextEra transaction to close?

The merger requires certain governmental and regulatory approvals and the approval of Dominion Energy’s and NextEra Energy’s shareholders. The companies state regulatory conditions may affect timing and terms of closing.

Where can investors find more detailed information about the proposed transaction?

NextEra intends to file a registration statement on Form S-4 that will include a joint proxy statement/prospectus. Free copies will be available at www.sec.gov and on each company’s investor relations website when filed.

How are employees being informed about the merger at Dominion Energy?

Dominion set up an Employee Web Portal accessible through DomNet and the Weekly Lineup, provided an anonymous question form, and an email address (EmployeeInfo@dominionenergy.com) for employee inquiries, emphasizing operational safety during the transition.

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

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Accepted by SEC EDGAR 05/19/2026 - 05:01 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-12 under

the Securities Exchange Act of 1934

Subject Company: Dominion Energy, Inc.

Commission File No.: 001-08489

Email to Nuclear Employees

Change is ahead — we’ll move through it together

On Monday, we announced that Dominion Energy and NextEra Energy have entered into a definitive agreement to combine, becoming the nation’s largest regulated electric utility business, with approximately 10 million customers in the southeastern U.S. Combined, we would be No. 2 in the U.S. in nuclear generation, No. 1 in the world in renewables and battery storage, No. 1 in the U.S. in gas-fired generation – and total generation.

The merger requires certain regulatory approvals, as well as the approval of Dominion Energy’s and NextEra Energy’s shareholders. The timeline for closing the transaction to complete the merger will depend on the receipt of these approvals, but we currently anticipate closing in 12 to 18 months.

There will be time to learn more about the merger and NextEra Energy. We will keep employees updated as we progress through the process. An Employee Web Portal with frequently asked questions has been set up and is accessible through DomNet and the Weekly Lineup. Employees can email questions to EmployeeInfo@dominionenergy.com or submit a question through an anonymous form found on the Employee Web Portal.

I understand this announcement may be a distraction. The most important thing today — as everyday — is to ensure the safety of our teammates and the safe operation of our plants. We do that by working to our standards, using our human performance tools to stay focused and slowing down to make sure we get the job right. And most of all, by looking out for each other.

I need each of you to be keenly aware of when your heads are not in the game. It’s more important than ever to be aware of our ability to perform our tasks and to ask for help if you need it. I appreciate your steady focus as we move forward.

Eric

This is not an offer or solicitation. For additional details, please see the attached document, “Cautionary Language.”

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 registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (SEC) will describe additional risks in connection with the proposed transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 and joint proxy statement/prospectus 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 intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. 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 joint proxy statement/prospectus or registration statement 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, 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 will be able to obtain free copies of the registration statement and the 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 will be 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 will be 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 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 will be 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 will be available free of charge through the sources indicated above.