Dominion details July 28 proxy mailings on NextEra deal

Dominion Energy, Inc. (D) is party to a pending business combination with NextEra Energy, Inc., and this communication outlines extensive forward-looking statement disclosures related to that transaction.

Rhea-AI Filing Summary

Dominion Energy, Inc. (D) is party to a pending business combination with NextEra Energy, Inc., and this communication outlines extensive forward-looking statement disclosures related to that transaction. It explains that expectations about integration, anticipated benefits, timing of closing and tax treatment are subject to numerous risks, including regulatory approvals, market conditions, litigation and integration challenges.

It notes that a Registration Statement on Form S-4 including a joint proxy statement/prospectus has been declared effective, that definitive materials have been mailed to shareholders, and strongly encourages investors to read these SEC documents in full for detailed information about the companies and the proposed combination.

Key Figures

Form S-4 Registration Number: 333-297351 Registration Statement filing date: July 9, 2026 Registration Statement effectiveness date: July 23, 2026 +3 more

6 metrics

Form S-4 Registration Number 333-297351 Registration Statement on Form S-4 filed by NextEra Energy for the pending transactions

Registration Statement filing date July 9, 2026 Date the Registration Statement on Form S-4 was filed with the SEC

Registration Statement effectiveness date July 23, 2026 Date the Registration Statement on Form S-4 was declared effective by the SEC

Joint proxy statement/prospectus mailing date July 28, 2026 Date mailing of the definitive joint proxy statement/prospectus to shareholders commenced

NextEra Energy investor relations phone (800) 222-4511 Contact number for obtaining NextEra Energy SEC documents

Dominion Energy investor relations phone (804) 819-2438 Contact number for obtaining Dominion Energy SEC documents

Key Terms

forward-looking statements, safe harbor provisions, Registration Statement on Form S-4, definitive joint proxy statement/prospectus, +1 more

5 terms

forward-looking statements regulatory

"This communication includes “forward-looking statements” within the meaning of"

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.

safe harbor provisions regulatory

"within the meaning of the safe harbor provisions of the Private"

Safe harbor provisions are rules or legal protections that shield companies or individuals from certain penalties or liabilities when they follow specific guidelines or procedures. They provide a sense of security, encouraging compliance and innovation by reducing the fear of legal repercussions if they act in good faith. For investors, these provisions help ensure that companies are transparent and accountable without the risk of unfair punishment for honest mistakes.

Registration Statement on Form S-4 regulatory

"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.

definitive joint proxy statement/prospectus regulatory

"the definitive joint proxy statement/prospectus filed by NextEra Energy"

prospectus meeting the requirements of Section 10 regulatory

"No offering of securities shall be made, except by means of a prospectus"

FAQ

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

What transaction involving Dominion Energy (D) is discussed in this communication?

The communication discusses a pending business combination between Dominion Energy, Inc. and NextEra Energy, Inc., including expectations about integration, anticipated benefits, timing of closing, tax treatment, and the potential impact on the combined company’s operations and financial results.

What risks related to the Dominion Energy (D) and NextEra transaction are highlighted?

The text highlights risks such as failure to successfully integrate businesses, not realizing expected benefits, regulatory or governmental approval issues, potential termination of the merger agreement, litigation, rating agency actions, access to capital, and changes in laws, interest rates, commodity prices and demand for electricity or gas.

What SEC filings should Dominion Energy (D) investors read about the transaction?

Investors are urged to read the Registration Statement on Form S-4, the definitive joint proxy statement/prospectus, and Dominion Energy’s own definitive proxy statement, along with their periodic SEC reports, because these documents contain important information about the companies, the pending transactions and related risks.

When did the key SEC documents for the Dominion Energy (D) transaction become effective and mail out?

The Registration Statement on Form S-4 was declared effective on July 23, 2026. The definitive joint proxy statement/prospectus and Dominion Energy’s definitive proxy statement were each filed, and mailing to shareholders commenced, on or about July 28, 2026.

Where can Dominion Energy (D) investors obtain transaction-related SEC documents?

Investors can obtain free copies via the SEC’s website at www.sec.gov, from NextEra Energy’s investor relations website or department, and from Dominion Energy’s investor relations website or department, using the email and phone contacts provided in the communication.

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

No. The communication states it is not an offer or solicitation to buy or sell any securities and that any offering of securities will be made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

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

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Available on EDGAR 09/14/2026 - 05:28 PM Accepted by SEC EDGAR 09/14/2026 - 05:25 PM Learn about SEC filing dates

Filed by: NextEra Energy, Inc.

Pursuant to Rule 425 under the

Securities Act of 1933

Subject Company: Dominion Energy, Inc.

File No. of Related Registration Statement (Form S-4): 333-297351

NextEra Energy, Inc. posted the following webpage to its website on September 14, 2026.

 

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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 pending 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 pending transactions, the anticipated impact of the pending transactions on the combined company’s business and future financial and operating results, the anticipated closing date for the pending 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.

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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 pending transactions may not be fully realized or may take longer to realize than expected; the timing of the closing of the pending 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 pending 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 pending transactions on the parties’ business relationships and business operations generally, including the parties’ relationships with regulators, suppliers, vendors and customers; the effect of the announcement or pendency of the pending transactions on the parties’ common stock prices and uncertainty as to the long-term value of either party’s common stock; risks that the pending 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 pending transactions; any rating agency actions; the impact of the announcement or pendency of the pending 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 (Registration No. 333-297351) filed by NextEra Energy with the Securities and Exchange Commission (the “SEC”) on July 9, 2026 (the “Registration Statement”), which was declared effective by the SEC on July 23, 2026, and the definitive joint proxy statement/prospectus filed by NextEra Energy with the SEC on July 28, 2026 (the “definitive joint proxy statement/prospectus”), describe additional risks relating to the pending transactions and combined company. While the list of factors presented here and the list of factors presented in the Registration Statement and the definitive 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 date(s) 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.

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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, 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 pending transactions, NextEra Energy has filed with the SEC the Registration Statement, which includes a joint proxy statement of NextEra Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. The Registration Statement was declared effective by the SEC on July 23, 2026. NextEra Energy filed the definitive joint proxy statement/prospectus with the SEC, and Dominion Energy filed a definitive proxy statement with the SEC, in each case, on July 28, 2026, and each of NextEra Energy and Dominion Energy commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about July 28, 2026. Each of NextEra Energy and Dominion Energy may also file other relevant documents with the SEC regarding the pending 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. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE 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 AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION ENERGY, THE PENDING TRANSACTIONS AND RELATED MATTERS.

Investors and security holders may obtain free copies of the Registration Statement, the definitive joint proxy statement/prospectus and other documents containing important information about NextEra Energy, Dominion Energy and the pending transactions filed or that will be 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.

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