DOMINION ENERGY, INC

DOMINION ENERGY, INC false 0000715957 0000715957 2026-05-21 2026-05-21 0000715957 stpr:VA 2026-05-21 2026-05-21 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 21, 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. As previously announced, 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 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 with LLC Sub surviving as a wholly owned subsidiary of NextEra Energy. This Current Report on Form 8-K is being filed for the purpose of incorporating by reference the discussion below of certain risks relating to the Merger into effective Registration Statements on Form S-3 and certain related prospectuses and prospectus supplements previously filed by Dominion Energy. The Merger is subject to the satisfaction or waiver of various conditions, including receipt of consent or approval from the shareholders of Dominion Energy, the shareholders of NextEra Energy and various governmental entities, which may prevent or delay the Merger or, in the case of regulatory approvals, result in the imposition of restrictions or conditions that could have a material adverse effect on the combined company. Completion of the Merger is contingent upon the satisfaction or waiver of various closing conditions, including (i) approval of the Merger Agreement and the plan of merger relating to the Merger by the holders of a majority of the outstanding shares of Dominion Energy common stock entitled to vote thereon, (ii) approval of the issuance of the shares of NextEra Energy common stock to be issued in the Merger by the holders of a majority of the votes cast by the holders of the outstanding shares of NextEra Energy common stock entitled to vote thereon in accordance with the rules and regulations of the NYSE, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of specified consents of the Federal Energy Regulatory Commission, the U.S. Nuclear Regulatory Commission, the Virginia State Corporation Commission, the North Carolina Utilities Commission and the Public Service Commission of South Carolina, in each case, without the imposition, individually or in the aggregate, of a “burdensome condition” (as defined in the Merger Agreement), (v) the absence of legal restraints prohibiting the Merger, (vi) approval for listing on the NYSE of the shares of NextEra Energy Common Stock to be issued in the Merger, (vii) the initial and continued effectiveness of the registration statement on Form S-4 to be filed by NextEra Energy in connection with the Mergers, (viii) the accuracy of each party’s representations and warranties (subject to certain materiality and knowledge qualifiers) and compliance by each party with its covenants under the Merger Agreement in all material respects and (ix) the absence of a material adverse effect with respect to either Dominion Energy or NextEra Energy. No assurance can be given as to the timing of the satisfaction or waiver of these conditions, including the receipt of required regulatory approvals, or that these conditions, including the receipt of required regulatory approvals, will be satisfied or waived at all. In addition, any required statutory or regulatory approvals that are received may impose terms, conditions or restrictions that could cause a failure of the applicable closing condition to be satisfied, permit Dominion Energy or NextEra Energy to terminate the Merger Agreement in certain circumstances, or have a material adverse effect on the business operations, financial condition or results of the combined company. Failure to complete the Merger could adversely affect Dominion Energy’s stock price and/or future operations and/or financial results. If the Merger is not completed for any reason, including due to a failure to obtain required shareholder or regulatory approvals, Dominion Energy may be adversely affected, including due to the following: • negative reactions from rating agencies and the financial markets, including a decline in its stock price, adverse changes in its credit ratings or outlook, increases in its costs of borrowing or limitations in accessing the short- or long-term debt markets; • negative publicity and any reputational harm with respect to regulators, government officials, customers, suppliers, vendors or other third parties; • an inability to retain employees or to hire employees to replace any key personnel who depart during the pendency of the Merger; • the impact of the significant costs incurred in connection with the Merger, including amounts necessary to pay any termination fee, if applicable; • the costs and other impacts of any litigation relating to the failure to complete the Merger and any termination of the Merger Agreement, including any action with respect to its obligations under the Merger Agreement; and • the impact of the diversions of management’s attention and other resources from ordinary operations and the effects of any failure to pursue other business opportunities, including certain acquisitions or dispositions, during the pendency of the Merger due to the applicable restrictions in the Merger Agreement. The occurrence of any of the above, individually or in combination, could have a material adverse effect on Dominion Energy’s future business operations, financial condition or results. The Merger Agreement contains provisions that limit Dominion Energy’s ability to pursue alternative