Dominion Energy (NYSE: D) and NextEra move proposed merger into regulatory review

Rhea-AI Filing Summary

Dominion Energy and NextEra Energy describe progress on a proposed business combination, noting that on July 15 they submitted initial applications to state utility regulators whose approval is required before the combination can close. The review process is expected to continue through 2027.

The submissions include a Joint Petition, executive testimony and commitments related to customers, employees, communities and utility operations, including employee protections, leadership continuity, local operations remaining local, customer bill credits and community investments. Completion still depends on multiple state and federal approvals and shareholder approvals, and extensive forward-looking statements and risk factors are outlined in a preliminary joint proxy statement/prospectus on Form S-4.

Key Figures

Date of initial regulatory applications: July 15 Regulatory review horizon: through 2027 Form S-4 Registration Number: 333-297351 +1 more

4 metrics

Date of initial regulatory applications July 15 Date Dominion Energy and NextEra Energy filed applications with regulators for the proposed combination

Regulatory review horizon through 2027 Expected duration of the approval process for the proposed combination

Form S-4 Registration Number 333-297351 Registration number of the Form S-4 containing the preliminary joint proxy statement/prospectus

Form S-4 filing date July 9, 2026 Date NextEra Energy filed the registration statement on Form S-4 with the SEC

Key Terms

forward-looking statements, Private Securities Litigation Reform Act of 1995, registration statement on Form S-4, 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 on Form S-4 regulatory

"included in the registration statement on Form S-4 (Registration No. 333-297351)"

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

"a preliminary joint proxy statement/prospectus included in the registration statement"

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.

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.

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Available on EDGAR 07/16/2026 - 04:37 PM Accepted by SEC EDGAR 07/16/2026 - 04:35 PM Learn about SEC filing dates

FAQ

What did Dominion Energy (D) and NextEra Energy announce about their proposed combination?

Dominion Energy and NextEra Energy reported that they filed initial applications with state utility regulators on July 15 for approval of a proposed business combination, outlining commitments to customers, employees, communities and utility operations while maintaining local leadership and operations.

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

The combination must receive approvals from multiple state and federal entities and from the shareholders of both companies. State utility regulators, various federal authorities and voting shareholders all need to approve before the proposed transactions can be completed.

How long is the review of the Dominion Energy (D) and NextEra Energy combination expected to take?

Dominion Energy and NextEra Energy state that the regulatory review process for the proposed combination is expected to continue through 2027. Until approvals are obtained and the transaction closes, Dominion Energy emphasizes that its current operations remain unchanged.

What commitments toward employees and customers are included in the Dominion Energy (D) combination proposal?

The companies highlight commitments such as employee protections, leadership continuity, keeping local operations local, providing customer bill credits and making community investments. These are intended to preserve local utility focus while combining resources and expertise.

Where can Dominion Energy (D) investors find the Form S-4 and joint proxy statement/prospectus?

A preliminary joint proxy statement/prospectus is included in NextEra Energy’s registration statement on Form S-4 (Registration No. 333-297351) filed with the SEC. Investors can access it and future definitive materials free via www.sec.gov and each company’s investor relations website.

Does this Dominion Energy (D) communication constitute an offer to buy or sell securities?

The companies specify that this communication is not an offer or solicitation to buy or sell any securities or to solicit any vote. Any securities offering related to the proposed transactions would occur only through a prospectus meeting Securities Act requirements.

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

Article Made Available on Company Intranet

Dominion Energy, NextEra Energy Advance Proposed Combination with Regulatory Filings

On Wednesday, July 15, Dominion Energy and NextEra Energy filed applications with regulators seeking approval of the companies’ proposed combination, taking an important step forward in a process that is expected to continue through 2027.

The filings provide additional detail on how the companies believe the combination would benefit customers, employees, communities and shareholders, while preserving the local utility operations, leadership and customer focus that we all know today.

“Dominion Energy and NextEra Energy share a deep commitment to delivering reliable and affordable energy and to the customers and communities we are honored to serve,” said Bob Blue, chair, president and CEO of Dominion Energy. “This combination brings together two strong operating platforms and creates an even stronger energy partner for Virginia, North Carolina, South Carolina and Florida.”

What Was Filed?

The companies submitted filings requesting approval of the proposed transaction from state utility regulators whose approval is required before the combination can close. The filings include a Joint Petition, executive testimony from Dominion Energy and NextEra Energy leaders, and commitments covering customers, employees, communities and utility operations.

This marks the first step in the regulatory review process and does not change how Dominion Energy operates today.

Why The Combination Makes Sense

Combining resources, expertise and financial strength would allow the combined company to:

• Build generation, transmission and grid infrastructure more efficiently

• Increase purchasing power for critical equipment and materials

• Improve access to capital

• Strengthen reliability and resiliency

• Leverage operational best practices across a larger utility platform

• Better position the company to meet future energy demand

Commitments From The Filing

Employee protections

• 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.

Leadership continuity

The combined company has proposed maintaining significant Dominion Energy leadership representation, including:

• Bob Blue leading the combined company’s regulated utilities business

• Ed Baine continuing to lead Dominion Energy Virginia and Dominion Energy North Carolina

• Keller Kissam continuing to lead Dominion Energy South Carolina

Local operations remain local

• 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

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

Customer bill credits

• 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.

Community investments

• Continued support for local communities and charitable partnerships across the company’s service territories

What’s Next?

Before the combination can be completed, the proposed transaction must receive approvals from multiple state and federal entities, as well as shareholders of both companies. These include:

Federal approvals

• Federal Energy Regulatory Commission (FERC)

• Nuclear Regulatory Commission (NRC)

• Federal antitrust review under the Hart-Scott-Rodino Act

State approvals

• Virginia State Corporation Commission

• North Carolina Utilities Commission

• Public Service Commission of South Carolina

Shareholder approvals

• Dominion Energy shareholders

• NextEra Energy shareholders

Learn More

Employees can find merger-related resources, frequently asked questions and updates on the Employee Web Portal on DomNet.

A public site has been established at www.DominionNextEraFuture.com, to provide updates and information as the proposed combination moves through the review process.

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

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.