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Dominion Energy (NYSE: D) sells $1.5B junior subordinated notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Dominion Energy, Inc. entered into an underwriting agreement to sell $1,000,000,000 of its 2026 Series A Junior Subordinated Notes due 2056 and $500,000,000 of its 2026 Series B Junior Subordinated Notes due 2056. These long-dated junior subordinated notes were registered under a Form S-3 shelf that became effective on October 31, 2025.

The Series A and Series B notes will be issued under the company’s existing Subordinated Indenture II through a Twenty-First and Twenty-Second Supplemental Indenture, each dated June 1, 2026, with Deutsche Bank Trust Company Americas serving as series trustee. Major underwriters include Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC.

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Insights

Dominion Energy adds $1.5B of long-dated junior subordinated debt.

Dominion Energy is issuing $1,000,000,000 of 2026 Series A and $500,000,000 of 2026 Series B Junior Subordinated Notes, both due 2056. These instruments sit below senior debt in the capital structure and typically count as hybrid capital.

The notes are issued off an existing Form S-3 shelf registered under Rule 415, using a syndicate led by major investment banks. The filing highlights the use of long maturities and the subordinated structure, which can support balance-sheet flexibility while increasing overall leverage. Detailed terms such as interest rate and covenants would appear in related offering documents.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A notes size $1,000,000,000 aggregate principal amount 2026 Series A Junior Subordinated Notes due 2056
Series B notes size $500,000,000 aggregate principal amount 2026 Series B Junior Subordinated Notes due 2056
Shelf registration effectiveness October 31, 2025 Form S-3 registration statement effective date
Base subordinated indenture date June 1, 2006 Junior Subordinated Indenture II between the company and trustee
Supplemental indentures date June 1, 2026 Twenty-First and Twenty-Second Supplemental Indentures for Series A and B
Junior Subordinated Notes financial
"aggregate principal amount of the Company’s 2026 Series A Junior Subordinated Notes due 2056"
Junior subordinated notes are a type of bond: a loan investors make to a company that ranks low in the repayment order if the company runs into trouble. Because they are paid after other creditors, they usually offer higher interest to compensate for greater risk; think of them as being near the back of the line at a crowded payout window. Investors care because these notes affect potential returns and downside exposure, and they influence a company’s overall borrowing risk and credit profile.
Underwriting Agreement financial
"entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Rule 415 regulatory
"Junior Subordinated Notes that were registered by the Company under Rule 415 under the Securities Act of 1933"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
registration statement on Form S-3 regulatory
"pursuant to a registration statement on Form S-3, which became effective on October 31, 2025"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
Supplemental Indenture financial
"Twenty-First Supplemental Indenture and Twenty-Second Supplemental Indenture, respectively, to the Company’s June 1, 2006 Subordinated Indenture II"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

FAQ

What did Dominion Energy (D) announce in this 8-K filing?
Dominion Energy entered an underwriting agreement to sell two series of 2026 Junior Subordinated Notes due 2056, totaling $1.5 billion. The transaction uses a previously effective Form S-3 shelf registration and is supported by a syndicate of major underwriters.

How much junior subordinated debt is Dominion Energy (D) issuing?
Dominion Energy is issuing $1,000,000,000 of 2026 Series A Junior Subordinated Notes and $500,000,000 of 2026 Series B Junior Subordinated Notes. Both series are due in 2056, creating a sizable long-term subordinated capital layer.

Under what registration did Dominion Energy (D) offer these notes?
The junior subordinated notes were registered under Rule 415 using a Form S-3 shelf registration statement that became effective on October 31, 2025. This shelf structure allows Dominion Energy to issue securities like these notes over time.

Who are the underwriters for Dominion Energy’s new junior notes?
Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC act as representatives for the underwriters. They are responsible for purchasing and reselling Dominion Energy’s new junior subordinated notes to investors.

When do Dominion Energy’s new junior subordinated notes mature?
Both the 2026 Series A Junior Subordinated Notes and the 2026 Series B Junior Subordinated Notes mature in 2056. This very long maturity means the instruments function as long-term capital in Dominion Energy’s financing structure.

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

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Understanding 8-K Material Events →
DOMINION ENERGY, INC false 0000715957 0000715957 2026-06-08 2026-06-08 0000715957 stpr:VA 2026-06-08 2026-06-08
 
 

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) June 8, 2026

 

 

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 June 8, 2026, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $1,000,000,000 aggregate principal amount of the Company’s 2026 Series A Junior Subordinated Notes due 2056 (the Series A JSNs) and $500,000,000 aggregate principal amount of the Company’s 2026 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 October 31, 2025 (File No. 333-291189). 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 Twenty-First Supplemental Indenture and Twenty-Second 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 Twenty-First Supplemental Indenture and the Twenty-Second 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 June 8, 2026, among the Company and Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, 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    Twenty-First Supplemental Indenture, dated June 1, 2026, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2026 Series A Junior Subordinated Notes due 2056 will be issued. The form of the 2026 Series A Junior Subordinated Notes due 2056 is included as Exhibit A to the Twenty-First Supplemental Indenture.*
4.4    Twenty-Second Supplemental Indenture, dated June 1, 2026, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2026 Series B Junior Subordinated Notes due 2056 will be issued. The form of the 2026 Series B Junior Subordinated Notes due 2056 is included as Exhibit A to the Twenty-Second 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:   Senior Vice President – Investor Relations and Treasurer

Date: June 16, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

9 documents

Other Documents