Filed by: NextEra 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
The following communication was sent by John W. Ketchum, President
and Chief Executive Officer of NextEra Energy, Inc. to employees of NextEra Energy, Inc. on July 15, 2026.
A Message from John Ketchum
Subject
Line: Next step in NEE+D combination
Pre-header
text: We’ve filed for approvals
July 15, 2026
To all employees of NextEra Energy companies
Team,
We’ve taken another important step in our proposed combination
of NextEra Energy and Dominion Energy.
Today, the companies filed for regulatory approval with the Virginia
State Corporation Commission, the North Carolina Utilities Commission, the Public Service Commission of South Carolina, the Federal Energy
Regulatory Commission and the Nuclear Regulatory Commission.
[Read the news release]
Dominion Energy is an outstanding company, and we’ve long admired
its talented people, strong culture and a track record of operational excellence. I couldn’t be more excited about what we can build
together.
And building together is exactly what this moment demands. America’s
electricity demand is surging. Combining NextEra Energy and Dominion Energy would give us the scale, experience and the ability to build
faster and more affordably than any single company can do alone.
What this means for you
You are our greatest competitive advantage, and nothing about this
proposed combination changes that. NextEra Energy and Dominion Energy share a team-focused, values-driven mindset that delivers for customers
and is committed to excellence.
As I wrote to you in May, this combination is about growth, and growth
means opportunity for all of us. We are committed to providing meaningful career opportunities across the combined enterprise at a larger,
faster-growing company with more ways to grow than ever before.
What’s next
Remember, until the transaction closes we remain two separate and independent
businesses, and it’s important for all of us to operate that way. This transaction
is subject to regulatory approvals and shareholder votes from both companies. We expect the transaction to close in the second half of
2027. We will continue to keep you informed every step of the way.
Thank you for everything you do every single day for our customers.
I couldn't be prouder of what we've built together. I am just as excited about what we'll accomplish next.
Stay safe and cyber aware.
/s/ JK
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., a Florida Corporation (“NextEra Energy”),
and Dominion Energy, Inc., a Virginia Corporation (“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 (the “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 able to obtain free copies of the
Registration Statement, including the preliminary joint proxy statement/prospectus, and will be able to obtain free copies of 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.
