DOMINION ENERGY, INC

DOMINION ENERGY, INC false 0000715957 0000715957 2026-05-15 2026-05-15 0000715957 stpr:VA 2026-05-15 2026-05-15 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) May 15, 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 1.01 Entry into a Material Definitive Agreement. On May 15, 2026, Dominion Energy, Inc. (Dominion Energy) entered into an Agreement and Plan of Merger (the Merger Agreement) with NextEra Energy, Inc. (NextEra Energy), WG Development Corp., a wholly owned subsidiary of NextEra Energy (Merger Sub Corp), and CS Holdco, LLC, a wholly owned subsidiary of NextEra Energy (LLC Sub). Pursuant to the terms and subject to the conditions in the Merger Agreement and the related plans of merger, (i) Merger Sub Corp will merge with and into Dominion Energy (the First Merger) with Dominion Energy surviving as a wholly owned subsidiary of NextEra Energy (the Surviving Corporation) and (ii) the Surviving Corporation will immediately thereafter merge with and into LLC Sub (the Second Merger and, together with the First Merger, the Mergers) with LLC Sub surviving as a wholly owned subsidiary of NextEra Energy (the Surviving Entity). The Board of Directors of Dominion Energy (the Board) unanimously determined that it is in the best interests of Dominion Energy and its shareholders to enter into the Merger Agreement and consummate the First Merger. Accordingly, the Board unanimously adopted the Merger Agreement and the plan of merger relating to the First Merger and resolved to recommend that holders of Dominion Energy’s common stock (Dominion Energy Common Stock) vote to approve the Merger Agreement and the plan of merger relating to the First Merger at a special meeting to be called by Dominion Energy for such purpose. Under the Merger Agreement, NextEra Energy has agreed to, as soon as practical after the effective time of the First Merger (the Effective Time), increase the size of its board of directors to consist of 14 members and to appoint four mutually agreeable members of the Board or Dominion Energy’s executive management to serve as directors of NextEra Energy, one of which will be Dominion Energy’s current Chair and Chief Executive Officer. NextEra Energy has also agreed to maintain Dominion Energy’s current headquarters in Richmond, Virginia and an operating headquarters in Cayce, South Carolina. At the Effective Time: (a) each share of Dominion Energy Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist, and each such share will be automatically converted into the right to receive (i) cash in an amount equal to a pro rata share of an aggregate of $360 million (the Cash Consideration), without interest, based on the number of shares of Dominion Energy Common Stock issued and outstanding immediately prior to the Effective Time, together with the number of shares of Dominion Energy Common Stock underlying certain Dominion Energy equity awards outstanding immediately prior to the Effective Time, and (ii) 0.8138 shares of common stock of NextEra Energy (NextEra Energy Common Stock); (b) each share of Dominion Energy Common Stock owned by NextEra Energy or Dominion Energy, or by any wholly owned subsidiary of NextEra Energy (including Merger Sub Corp) or Dominion Energy, will be cancelled and will cease to exist and no consideration will be delivered in exchange therefore; and (c) each share of capital stock of Merger Sub Corp issued and outstanding immediately prior to the Effective Time will be converted into one share of capital stock of the Surviving Corporation. At the effective time of the Second Merger (the Second Effective Time), (i) each share of capital stock of the Surviving Corporation issued and outstanding immediately prior to the Second Effective Time will be cancelled without any conversion thereof and no consideration will be delivered in exchange therefor and (ii) the membership interests of LLC Sub will be unaffected by the Second Merger and will remain outstanding as membership interests of the Surviving Entity. No fractional shares of NextEra Energy Common Stock will be issued in the First Merger. Each holder of Dominion Energy Common Stock that would otherwise be entitled to receive fractional shares will instead be entitled to receive cash, without interest, in an amount based upon the volume-weighted average price of the NextEra Energy Common Stock for the 10 consecutive trading days ending on and including the second trading day prior to the Effective Time. If the First Merger is consummated, the Dominion Energy Common Stock will be delisted from the New York Stock Exchange (NYSE) and subsequently deregistered under the Securities Exchange Act of 1934, as amended (the Exchange Act). Each restricted stock award granted under an Dominion Energy equity award plan that is outstanding immediately prior to the Effective Time will, at the Effective Time, be assumed and converted into (or cancelled and replaced by) a NextEra Energy restricted stock award relating to a number of shares of NextEra Energy Common Stock equal to the product, rounded to the nearest whole number of shares, of (i) the number of shares of Dominion Energy Common Stock subject to such award immediately prior to the Effective Time and (ii) 0.8138 (the Equity Award Exchange Ratio). The terms and conditions applicable to such NextEra Energy award will be the same as those applicable to such Dominion Energy award prior to the Effective Time, and will also include the right to receive the equity award holder’s pro rata share of the Cash Consideration, subject to the same vesting conditions as such award (an Equity Award Cash Distribution Right). Each performance share award and performance share unit granted under an Dominion Energy equity award plan that is outstanding immediately prior to the Effective Time will, at the Effective Time, be assumed and converted into (or cancelled and replaced by) an award of NextEra Energy restricted stock units relating to a number of shares of NextEra Energy Common Stock equal to the product, rounded to the nearest whole number of