D files indentures for 2025 Series A/B junior notes maturing 2056

Rhea-AI Filing Summary

Dominion Energy, Inc. disclosed an underwriting agreement dated September 29, 2025 with BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc. as representatives for the underwriters. The filing references supplemental indentures dated August 1, 2025 that establish the 2025 Series A and 2025 Series B Junior Subordinated Notes due 2056, and notes that the form of those notes is included as exhibits. Legal opinions and a tax opinion from McGuireWoods LLP are filed as exhibits, and the cover page interactive data file is included.

Positive

• Underwriting agreement executed with major banks on September 29, 2025
• Forms of 2025 Series A and B notes and supplemental indentures are included as exhibits
• Legal and tax opinions from McGuireWoods LLP are filed, supporting documentation completeness

Negative

• Notes mature in 2056, creating a long‑dated subordinated obligation
• Junior subordinated rank implies repayment behind senior creditors in insolvency

Insights

Capital Markets Analyst

Issuance sets long‑dated subordinated funding in place with major underwriters.

The company has documented underwriting arrangements dated September 29, 2025 and supplemental indentures dated August 1, 2025 that will govern the 2025 Series A and 2025 Series B Junior Subordinated Notes due 2056. This creates long‑term capital instruments that rank junior to senior debt and will remain on the balance sheet through 2056.

Key dependencies include final economic terms in the Underwriting Agreement and the legal/tax opinions already filed; monitor the pricing details and any filing that states aggregate principal amounts or yields in the near term.

Corporate Securities Counsel

Documentation and trustee arrangements are formalized with standard legal exhibits.

The filing incorporates prior indentures and supplemental forms, names Deutsche Bank Trust Company Americas as Series Trustee for the referenced notes, and includes legal and tax opinions from McGuireWoods LLP. Those exhibits provide the operative contractual and tax positions for issuance.

Practical items to watch include the executed Underwriting Agreement exhibit for final issuer covenants and any conditions to issuance that could affect closing timing.

DOMINION ENERGY, INC false 0000715957 0000715957 2025-09-29 2025-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 29, 2025

Dominion Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Virginia		001-08489		54-1229715
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 East Canal Street Richmond, Virginia				23219
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2284

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		D		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On September 29, 2025, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $625,000,000 aggregate principal amount of the Company’s 2025 Series A Junior Subordinated Notes due 2056 (the New Series A JSNs) and $625,000,000 aggregate principal amount of the Company’s 2025 Series B Junior Subordinated Notes due 2056 (the New Series B JSNs). The New Series A JSNs constitute a further issuance of, and will form a single series with, the Company’s currently outstanding $825,000,000 aggregate principal amount of 2025 Series A Junior Subordinated Notes due 2056 issued on August 6, 2025. The New Series B JSNs constitute a further issuance of, and will form a single series with, the Company’s currently outstanding $700,000,000 aggregate principal amount of 2025 Series B Junior Subordinated Notes due 2056 issued on August 6, 2025.

The New Series A JSNs and the New Series B JSNs are Junior Subordinated Notes that were registered by the Company under Rule 415 under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, which became effective on February 21, 2023 (File No. 333-269879). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

The New Series A JSNs and the New Series B JSNs will be issued under the Nineteenth Supplemental Indenture and Twentieth Supplemental Indenture, respectively, to the Company’s June 1, 2006 Subordinated Indenture II, as supplemented and amended by the Third Supplemental and Amending Indenture, dated June 1, 2009.

Item 9.01 Financial Statements and Exhibits.

Exhibits
1.1		Underwriting Agreement, dated September 29, 2025, among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc., as Representatives for the underwriters named in the Underwriting Agreement.*
4.1		Junior Subordinated Indenture II, dated June 1, 2006, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2006 filed August 3, 2006, File No. 001-08489).
4.2		Form of Third Supplemental and Amending Indenture to the Junior Subordinated Indenture II, dated June 1, 2009, among the Company, The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.) as Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed June 15, 2009, File No. 001-08489).
4.3		Nineteenth Supplemental Indenture, dated August 1, 2025, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2025 Series A Junior Subordinated Notes due 2056 will be issued. The form of the 2025 Series A Junior Subordinated Notes due 2056 is included as Exhibit A to the Nineteenth Supplemental Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed August 6, 2025, File No. 001-08489).
4.4		Twentieth Supplemental Indenture, dated August 1, 2025, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2025 Series B Junior Subordinated Notes due 2056 will be issued. The form of the 2025 Series B Junior Subordinated Notes due 2056 is included as Exhibit A to the Twentieth Supplemental Indenture. (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed August 6, 2025, File No. 001-08489).
5.1		Opinion of McGuireWoods LLP.*
8.1		Tax Opinion of McGuireWoods LLP.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		DOMINION ENERGY, INC.
		Registrant
/s/ David M. McFarland
Name:		David M. McFarland
Title:		Vice President – Investor Relations and Treasurer

Date: October 1, 2025

FAQ

What did Dominion Energy (D) disclose about the 2025 Series A and B notes?

The filing states the 2025 Series A and 2025 Series B Junior Subordinated Notes due 2056 will be issued under supplemental indentures dated August 1, 2025, with the forms of the notes included as exhibits.

Who are the underwriters named in the Underwriting Agreement for Dominion Energy (D)?

The Underwriting Agreement dated September 29, 2025 names BofA Securities, Inc., J.P. Morgan Securities LLC and Truist Securities, Inc. as representatives for the underwriters.

What trustee is named for the 2025 note series?

The supplemental indentures reference Deutsche Bank Trust Company Americas as Series Trustee for the 2025 Series A and B notes.

Are legal and tax opinions included in the filing?

Yes. The filing includes an Opinion of McGuireWoods LLP and a separate Tax Opinion of McGuireWoods LLP as exhibits.

Does the filing disclose pricing or aggregate principal amounts for the notes?

No. The provided text does not state aggregate principal amounts, pricing, or yields; final economic terms are not included in the excerpt.