D sells $1.525B hybrid notes; liquidity up, leverage increases

Rhea-AI Filing Summary

Dominion Energy (NYSE: D) filed an 8-K to disclose that on 4-Aug-2025 it signed an underwriting agreement with Citigroup, Morgan Stanley and Santander to issue two tranches of hybrid debt:

• $825 million 2025 Series A Junior Subordinated Notes due 2056
• $700 million 2025 Series B Junior Subordinated Notes due 2056

The combined offering totals $1.525 billion and was registered under the company’s shelf (Form S-3, effective 21-Feb-2023). Both tranches will be issued under the 19th and 20th Supplemental Indentures to the June 1 2006 Subordinated Indenture II and rank junior to Dominion’s senior indebtedness.

Filed exhibits include the underwriting agreement (Ex 1.1), the relevant supplemental indentures (Ex 4.3 & 4.4) and legal & tax opinions (Ex 5.1, 8.1). No pricing terms, coupon, use-of-proceeds, or financial results were disclosed. The transaction increases Dominion’s long-dated subordinated obligations and provides additional permanent-like capital that could bolster liquidity.

Positive

• Secures $1.525 billion of long-term capital, potentially strengthening liquidity for multi-decade projects.
• Junior subordinated structure may receive partial equity credit from rating agencies, supporting balance-sheet flexibility.

Negative

• Total debt obligations rise by $1.525 billion, which could increase leverage ratios once coupons are finalized.
• No disclosure of coupon rates or use of proceeds, leaving investors unable to assess cost of capital or strategic rationale.

Insights

Debt Capital Markets Analyst

TL;DR: $1.5 bn hybrid note sale extends tenor to 2056, giving Dominion low-rank funding but raises leverage; net market impact likely neutral.

The filing simply confirms execution of an underwriting agreement for $1.525 bn junior subordinated notes. These instruments are typically treated as 50% equity by rating agencies, offering balance-sheet flexibility while yielding higher coupons than senior debt. Because no pricing terms or stated use of proceeds are included, investors cannot yet gauge cost of capital or strategic intent. Nevertheless, Dominion secures very long-dated funding, supporting liquidity ahead of sizeable cap-ex plans. Absent coupon data, credit impact is hard to quantify; leverage rises in nominal terms but equity-credit partly offsets. Overall, disclosure is routine and should have limited immediate valuation effect.

Credit Risk Analyst

TL;DR: Subordinated issuance enlarges liability stack and may pressure coverage metrics once coupons known; strategic liquidity positive, leverage uptick negative.

Junior Subordinated Notes sit below senior debt yet above common equity, so they increase fixed-charge obligations for ~31 years. Should proceeds retire costlier debt or fund regulated cap-ex, credit quality may hold; if directed to shareholder returns, net leverage could worsen. Given the lack of proceeds detail, credit effect is indeterminate. Because Dominion files legal and tax opinions, regulatory hurdles appear satisfied, reducing execution risk. Investors should watch for the final prospectus supplement with coupon, call features and use-of-proceeds before revising credit models.

DOMINION ENERGY, INC false 0000715957 0000715957 2025-08-04 2025-08-04

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) August 4, 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 August 4, 2025, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander US Capital Markets LLC, as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $825,000,000 aggregate principal amount of the Company’s 2025 Series A Junior Subordinated Notes due 2056 (the Series A JSNs) and $700,000,000 aggregate principal amount of the Company’s 2025 Series B Junior Subordinated Notes due 2056 (the Series B JSNs). The Series A JSNs and the 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 Series A JSNs and 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. The Nineteenth Supplemental Indenture and the Twentieth Supplemental Indenture are filed as Exhibits 4.3 and 4.4, respectively, to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits
1.1		Underwriting Agreement, dated August 4, 2025, among the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Santander US Capital Markets LLC, 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. 1-8489).
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.*
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.*
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: August 6, 2025

FAQ

How much hybrid debt did Dominion Energy (D) issue?

$1.525 billion split between $825 million Series A and $700 million Series B Junior Subordinated Notes.

What is the maturity date of the new notes?

Both Series A and Series B Junior Subordinated Notes mature in 2056.

Under which indentures will the notes be issued?

Under the 19th and 20th Supplemental Indentures to the June 1 2006 Subordinated Indenture II.

Were coupon rates or proceeds usage disclosed?

No. The 8-K does not specify coupon rates or intended use of proceeds.

Which banks are underwriting the offering?

Citigroup Global Markets, Morgan Stanley & Co. LLC, and Santander US Capital Markets are the lead underwriters.