Dominion Energy (NYSE: D) to Combine with NextEra in All-Stock Deal

Rhea-AI Filing Summary

Dominion Energy announced plans to combine with NextEra Energy in an all-stock merger that will create a larger utility and energy infrastructure company. Shareholders will receive a premium on recent trading prices, a one-time special cash payment at closing, and potential future value creation. The companies say the merger will not affect retiree pensions or retiree medical benefits, and Dominion utility names and local operations will remain unchanged. The transaction is expected to close in 12 to 18 months, subject to approvals by state and federal regulators.

Insights

M&A Strategist

All-stock merger announced; regulatory approvals and integration are the key near-term variables.

The filing-style communication discloses an all-stock combination between Dominion Energy and NextEra Energy with shareholder consideration that includes a premium and a one-time cash payment at closing. The statement explicitly preserves retiree pensions and medical benefits and keeps Dominion utility names and local operations intact.

Regulatory approvals are required; the companies project closing in 12 to 18 months. Integration planning and state/federal review processes will determine timing and execution risk. Subsequent filings—the definitive joint proxy statement/prospectus—will provide detailed terms, cash treatment, and governance arrangements.

Utilities Policy Analyst

Regulatory oversight will shape the transaction's timeline and approval conditions.

The communication emphasizes that state and federal regulator approvals are a gating condition and states the companies expect a closing window of 12 to 18 months. It also affirms that Dominion utility names and local service models will remain unchanged.

Key items to track in future filings include regulatory commitments, divestitures or mitigation measures required by regulators, and the definitive joint proxy statement/prospectus for investor voting materials.

Key Figures

Expected closing window: 12 to 18 months Regulatory approvals required: state and federal regulators NextEra proxy filing date referenced: April 1, 2026 +1 more

4 metrics

Expected closing window 12 to 18 months stated expected close timeframe

Regulatory approvals required state and federal regulators closing subject to approvals by state and federal regulators

NextEra proxy filing date referenced April 1, 2026 NextEra proxy statement for its 2026 annual meeting (filed)

Dominion proxy filing date referenced March 19, 2026 Dominion proxy statement for its 2026 annual meeting (filed)

Key Terms

joint proxy statement/prospectus, proxy solicitation, Initial Statement of Beneficial Ownership on Form 3, Form 425

4 terms

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.

proxy solicitation regulatory

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

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

Initial Statement of Beneficial Ownership on Form 3 regulatory

"such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3"

Form 425 regulatory

"CONTENT METADATA: form_type: "425""

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 Retired Employees

RETIRED EMPLOYEES OF DOMINION ENERGY

Dominion Energy and NextEra Energy today announced plans to combine in an all-stock transaction. As a retiree, you remain an important part of our company’s story, and I want to share my perspective while ensuring you have the latest information as this process moves forward.

This transaction brings together two strong organizations with long-standing commitments to safety, reliability, and service. During your time with Dominion Energy and its legacy companies, you helped build a foundation that we are proud of and intend to carry forward. And we will continue to strengthen our position in the industry with the combined expertise of our employees and leadership teams.

The new organization will become the nation’s largest utility and energy infrastructure company with the scale, diversity, and financial strength to navigate change across the energy sector. It will also position us to meet growing demand reliably and affordably while continuing to deliver for our customers, shareholders, and the communities we serve.

Many of you may also be Dominion Energy shareholders. As part of the agreement, shareholders will receive a premium on recent trading prices, a one-time special cash payment at closing, and the opportunity for future value creation. The merger terms also have no impact on retiree pensions or retiree medical benefits. The Dominion Energy utility names aren’t changing, and the combination will not affect how we operate locally, serve our customers, or engage with the community.

The transaction is expected to close in the next 12 to 18 months, subject to approvals by state and federal regulators. During this time, we will take a thoughtful and disciplined approach to integration – ensuring we bring the two companies together effectively.

I encourage you to stay engaged and follow updates as more information becomes available. You can find a link to the news release announcing the combination here. We also plan to host retiree meetings in the coming months and will share additional details soon.

Thank you for your years of service and for the role you continue to play as ambassadors of our company. We are grateful for your contributions and your continued support.

Sincerely,

Bob Blue

Note: As a retiree, you may also be a shareholder of Dominion Energy. Because this transaction requires shareholder approval and involves a stock offering, additional information will be provided in accordance with applicable requirements.

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.

FAQ

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

The company announced an all-stock combination with NextEra Energy that includes a premium for shareholders and a one-time special cash payment at closing. The communication states retiree pensions and retiree medical benefits are unaffected and local Dominion utility names will not change.

Will Dominion Energy retiree pensions or medical benefits change after the merger?

No. The message explicitly states the merger terms have no impact on retiree pensions or retiree medical benefits. The companies confirmed local utility names and customer operations will remain unchanged in the announcement to retirees.

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

The companies expect the transaction to close in 12 to 18 months, contingent on approvals by state and federal regulators. The timing is conditional and depends on regulatory review and customary closing requirements described in future filings.

How can shareholders obtain more details about the proposed transaction?

Shareholders will receive the definitive joint proxy statement/prospectus when available; investors can obtain free copies of filings via www.sec.gov or the companies' investor relations websites and contact points listed in the communication.

Does the announcement describe who participates in the proxy solicitation?

Yes. The notice states NextEra Energy, Dominion Energy and certain of their directors and executive officers may be participants in the solicitation and that additional participant information will appear in the definitive joint proxy statement/prospectus.