Dominion to Combine with NextEra Energy in All-Stock Deal

Dominion Energy and NextEra Energy announced a planned combination to create a leading U.S. utility and large infrastructure company.

Rhea-AI Filing Summary

Dominion Energy and NextEra Energy announced a planned combination to create a leading U.S. utility and large infrastructure company. The transaction is an all-stock deal under which each Dominion Energy share will be exchanged for 0.8138 shares of NextEra Energy common stock and Dominion shareholders will receive a special, one-time $360 million cash payment. The companies expect the transaction to close in the next 12 to 18 months, subject to customary regulatory and shareholder approvals. The announcement includes $2.25 billion in proposed bill credits for Dominion customers in VA, NC and SC over two years and a commitment to increase charitable giving by about $10 million annually for five years post-close.

Insights

M&A Strategist

Large-scale, cross-jurisdictional merger announced with detailed shareholder consideration.

The filing states an all-stock transaction with an exchange ratio of 0.8138 NextEra shares per Dominion share and a one-time cash payment of $360 million. The companies expect closing in 12 to 18 months, and the combination is subject to regulatory and shareholder approvals.

The transaction’s operational and regulatory complexity is significant: integration of regulated utilities across multiple states and required filings (including a Form S-4) are explicitly named. Subsequent SEC filings and the definitive joint proxy statement/prospectus will contain further risk factors, governance details, and pro forma information.

Corporate Communications Analyst

Employee, customer and community protections and commitments are highlighted in the announcement.

The intranet communication emphasizes employee job and benefits protections, recognition of collective bargaining agreements, and in-person/virtual employee meetings. For customers, NextEra proposes $2.25 billion in bill credits across three states over two years post-close.

The message frames community impact via nearly doubling charitable giving—about $10 million additional annual funding for five years—and directs stakeholders to FAQs and future SEC filings for details.

Key Figures

Exchange ratio: 0.8138 shares Collective cash payment: $360 million Customer bill credits: $2.25 billion +2 more

5 metrics

Exchange ratio 0.8138 shares Per Dominion share to be exchanged for NextEra common stock at close

Collective cash payment $360 million One-time cash payment to be received collectively by Dominion shareholders at close

Customer bill credits $2.25 billion Proposed for Dominion customers in VA, NC and SC over two years post-close

Charitable giving increase $10 million Approximate additional annual charitable funding for five years post-close

Expected close window 12 to 18 months Transaction expected to close in the next 12 to 18 months, subject to approvals

Key Terms

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

4 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.

all-stock transaction financial

"This will be an all-stock transaction"

An all-stock transaction is a deal where one company acquires another using only its own shares instead of cash or other assets. For investors, this means exchanging ownership stakes rather than cash, which can affect the value and control of the companies involved. It often signals a focus on growth and can influence the stock prices of both companies.

forward-looking statements regulatory

"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 will Dominion Energy (D) shareholders receive in the transaction?

Dominion shareholders will receive 0.8138 shares of NextEra Energy per Dominion share plus a $360 million one-time cash payment collectively. The exchange ratio and cash payment are stated as the consideration in the announcement.

When is the Dominion and NextEra transaction expected to close?

The companies state an expected closing timeframe of 12 to 18 months. The combination remains subject to customary regulatory and shareholder approvals, per the communication.

What customer benefits were announced for Dominion utility customers?

NextEra proposes $2.25 billion in bill credits for Dominion customers in Virginia, North Carolina and South Carolina over two years post-close. The credits are presented as part of the transaction terms.

Are there commitments for employees and collective bargaining agreements?

The communication states there will be special job and benefits protections and a commitment to recognize collective bargaining agreements. Employees are directed to internal FAQs for more details.

Where will I find formal transaction documents and risk disclosures?

NextEra intends to file a registration statement on Form S-4 containing a joint proxy statement/prospectus; these SEC filings and the definitive joint proxy statement will contain detailed risks and transaction documents.

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

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Accepted by SEC EDGAR 05/18/2026 - 04:32 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

Company Intranet Portal Communication

Dominion Energy and NextEra Energy announce plans to combine

Today, Dominion Energy and NextEra Energy announced plans to combine, creating America’s leading utility and one of the world’s largest infrastructure companies. The combined company will be better positioned to reliably and affordably meet America’s historic power demand. The transaction is expected to close in the next 12 to 18 months.

The combined company will operate with dual headquarters in Richmond, Va., and Juno Beach, Fla., with operational headquarters in Cayce, S.C. John Ketchum will serve as chairman and chief executive officer. Bob Blue will serve as head of regulated utilities – including Dominion Energy’s utilities, as well as Florida Power & Light (FPL) – and as a member of the Board of Directors. Ed Baine will continue in his role overseeing Dominion Energy’s legacy utilities, with Keller Kissam reporting to him as president-Dominion Energy South Carolina. Scott Bores will continue to lead FPL. Utility names will remain the same.

What It Means for Our Employees

This is a combination driven by growth. America needs more energy infrastructure built faster than ever before, and the combined company will have an enormous amount of work ahead of it. As a growing company, we expect there to be good jobs for our talented teams across all states we serve and wherever we have operations across the country.

In light of our confidence in that growth, the merger also includes special job and benefits protections for employees and a commitment to recognizing collective bargaining agreements. For more details, review the FAQs on the Employee Web Portal.

What It Means for Our Customers

NextEra Energy is proposing $2.25 billion in bill credits for Dominion Energy customers in Virginia, North Carolina and South Carolina spread over two years post-close. Best-in-class operations and scale will enable the combined company to buy, build, finance, and operate more efficiently, translating to additional potential savings for customers over the long-term.

What It Means for Our Communities

The two companies share a complementary focus on employee volunteerism and community engagement. NextEra Energy has committed to nearly doubling Dominion Energy’s charitable giving for five years post-close – amounting to about $10 million in additional annual charitable funding for five years.

What It Means for Our Investors

This will be an all-stock transaction. At close, each Dominion Energy shareholder will receive 0.8138 shares of NextEra Energy common stock at close per share of Dominion Energy common stock owned and Dominion Energy shareholders will collectively receive a special, one-time cash payment of $360 million.

Next Steps

The combination is subject to customary regulatory approvals. As the companies prepare to combine, Dominion Energy will continue delivering on its mission of providing the reliable, affordable and increasingly clean energy that powers our customers every day.

To learn more, please watch Bob Blue’s video link.

In-person employee meetings will be held today in Richmond and Cayce. A virtual option is also available via the Global Meet links below:

• 11:00 am Employee Meeting

• 2:30 pm Employee Meeting

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.

We will keep employees updated as we progress through the process.

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.