[D] Smith Micro Software Inc SEC Filing

Rhea-AI Filing Summary

Dominion Energy (D) is marketing two new note series — 2025 Series A and 2025 Series B Junior Subordinated Notes — both maturing 15 Feb 2056. Aggregate principal amounts and initial coupon rates are still to be finalized. Series A will carry a fixed rate to 15 Feb 2031, then reset every five years at the 5-yr U.S. Treasury + spread (floor at the initial coupon). Series B follows the same structure with its first reset on 15 Feb 2036. Interest is payable semi-annually beginning 15 Feb 2026.

The company may defer interest for up to 10 consecutive years per series; deferred amounts compound at the prevailing rate. During a deferral period Dominion and its subsidiaries are barred from dividends or pari passu/junior debt service, with limited exceptions. Both series are redeemable at par during the 90 days preceding their first reset date and on any coupon date thereafter, or at par upon a Tax Event, or at 102% upon a Rating Agency Event.

The notes rank junior to approximately $13.3 bn of parent senior debt and are structurally subordinated to about $25.0 bn of subsidiary obligations. No exchange listing is planned. Net proceeds will be used for general corporate purposes and to refinance short-term borrowings, including roughly $1.6 bn of commercial paper outstanding at 31 Jul 2025 (WA yield 4.63%, 12-day tenor).

Positive

• Extends maturity profile: replaces $1.6 bn of 12-day commercial paper with 31-year capital.
• Equity-like treatment from rating agencies may support credit ratios without diluting shareholders.
• Reset floor ensures coupons cannot fall below the initial fixed rates.

Negative

• Deep subordination: notes rank behind $13.3 bn parent debt and $25.0 bn subsidiary debt.
• Interest deferral option up to 10 years increases non-payment risk for investors.
• No exchange listing could reduce liquidity and widen trading spreads.

Insights

Utility Debt Strategist

TL;DR – Hybrid notes add long-dated, equity-friendly capital but carry deferral and subordination risk; moderate credit impact, liquidity positive.

Dominion is issuing 31-year junior subordinated notes that qualify for ratings agency equity credit, supporting leverage metrics during a heavy cap-ex cycle. Proceeds will retire short-term CP, extending tenor and easing liquidity pressure. Coupon resets link to the 5-yr Treasury, limiting rate risk at first reset dates (2031/2036) but investors face step-down potential should Treasury yields fall. Optional 10-year deferral and deep subordination expose holders to heightened payment risk; noteholders stand behind $13.3 bn senior debt and all subsidiary liabilities. Absence of listing may limit secondary market depth. Overall, the transaction modestly strengthens the capital structure but is neutral to senior creditors.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0000948708

SMITH MICRO SOFTWARE, INC

SMITH MICRO SOFTWARE INC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

SMITH MICRO SOFTWARE, INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SMITH MICRO SOFTWARE, INC.
Street Address 1		Street Address 2
5800 CORPORATE DRIVE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PITTSBURGH	PENNSYLVANIA	15237	4128375300

3. Related Persons

Last Name	First Name	Middle Name
Huffmyer	Timothy	C.
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

Last Name	First Name	Middle Name
Smith Jr.	William	W.
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chairman of the Board, President, and Chief Executive Officer

Last Name	First Name	Middle Name
Arno	Andrew
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Campbell	Thomas	G.
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Elfman	Steven	L.
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gulko	Samuel
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Keddy	Asha
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sharma	Chetan
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Szabo	Gregory	J.
Street Address 1	Street Address 2
5800 Corporate Drive
City	State/Province/Country	ZIP/PostalCode
Pittsburgh	PENNSYLVANIA	15237

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

X Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-07-18				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Chardan Capital Markets LLC	120128
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1 Pennsylvania Plaza	Suite 4800
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10119
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
NEW YORK

13. Offering and Sales Amounts

Total Offering Amount		USD	or X Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold		USD	or X Indefinite

Clarification of Response (if Necessary):

Value of warrants indeterminable at time of offering. Warrants were issued in connection with a concurrent registered direct offering of common stock.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

3

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Fees paid to Chardan Capital Markets LLC in connection with warrant issuance are indeterminable. Warrants were issued in connection with a concurrent registered direct offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
SMITH MICRO SOFTWARE, INC.	Timothy Huffmyer	Timothy C. Huffmyer	Vice President, Chief Operating Officer, Chief Financial Off	2025-08-01

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What is Dominion Energy (D) issuing in this prospectus?

Two tranches of junior subordinated notes (Series A & Series B) maturing 15 Feb 2056 with initial fixed rates that reset every five years thereafter.

How will Dominion Energy use the proceeds of the offering?

Net proceeds are earmarked for general corporate purposes and repayment of about $1.6 bn of outstanding commercial paper.

Can Dominion defer interest payments on the new notes?

Yes. Dominion may defer interest on either series for up to 10 consecutive years; deferred amounts compound at the applicable rate.

Where do the new notes rank in Dominion's capital structure?

They are junior subordinated obligations, ranking below $13.3 bn of parent senior debt and effectively below $25.0 bn of subsidiary liabilities.

Are the notes listed on a securities exchange?

No listing or automated quotation is planned; the notes will settle through DTC in book-entry form only.