{"url_path":"/sec/d/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/715957/0001193125-26-227930-index.html","accession_number":"0001193125-26-227930","cik":"0000715957","ticker":"D","issuer_name":"DOMINION ENERGY, INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/715957/0001193125-26-227930-index.html","primary_entity_key":"0000715957","primary_entity_name":"DOMINION ENERGY, INC"},"word_count":2441,"has_tables":true,"body_markdown":"Item 1.01\n\nEntry into a Material Definitive Agreement.\n\nOn 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).\n\nThe 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.\n\nUnder 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.\n\nAt 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).\n\nEach 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).\n\n \n\nEach 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 shares, of (i) the number of shares of Dominion Energy Common Stock subject to such award immediately prior to the Effective Time (as determined based upon the number of shares of Dominion Energy Common Stock that would be earned if the performance level achieved was the greater of the “target” level performance and the actual level of performance based on a shortened performance period ending immediately prior to the Effective Time) and (ii) the Equity Award Exchange Ratio. The terms and conditions applicable to such NextEra Energy restricted stock units will be the same, excluding performance-based vesting conditions, as those applicable to such Dominion Energy awards or units as of immediately prior to the Effective Time, and will also include an Equity Award Cash Distribution Right.\n\nEach deferred unit credited or deemed credited to a stock unit account under Dominion Energy’s Non-Employee Directors Compensation Plan that is outstanding immediately prior to the Effective Time will be converted, at the Effective Time, into a deferred unit with respect 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 (including any accumulated dividend equivalent rights) and (ii) the Equity Award Exchange Ratio, to be payable pursuant to the terms of Dominion Energy’s Non-Employee Directors Compensation Plan, and will also include an Equity Award Cash Distribution Right.\n\nUnder the terms of the Merger Agreement, Dominion Energy is required to redeem all of its currently issued and outstanding 4.35% Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock prior to the Effective Time if the Effective Time occurs after January 15, 2027.\n\nThe closing of the First Merger is subject to the satisfaction or waiver of certain closing conditions specified in the Merger Agreement. These include (i) approval of the Merger Agreement and the plan of merger relating to the First Merger by the holders of a majority of the outstanding shares of Dominion Energy Common Stock entitled to vote thereon (the Dominion Energy Shareholder Approval), (ii) approval of the issuance of the shares of NextEra Energy Common Stock to be issued in the First 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 (the NextEra Energy Shareholder Approval and, together with the Dominion Energy Shareholder Approval, the Shareholder Approvals), (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), (iv) receipt of specified consents of or under (a) the HSR Act, (b) the Federal Energy Regulatory Commission, (c) the U.S. Nuclear Regulatory Commission, (d) the Virginia State Corporation Commission, (e) the North Carolina Utilities Commission and (f) the Public Service Commission of South Carolina (collectively, the Regulatory Clearances), 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 First Merger, (vi) approval for listing on the NYSE of the shares of NextEra Energy Common Stock to be issued in the First 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.\n\nThe Merger Agreement contains customary representations and warranties for a transaction of this nature. The Merger Agreement also contains customary covenants of Dominion Energy and NextEra Energy, including pre-closing covenants to refrain from taking certain actions without the consent of the other party and to conduct their respective businesses in the ordinary course consistent with past practice. Dominion Energy and NextEra Energy have also agreed to use their reasonable best efforts to obtain all consents and permits from governmental authorities (including all necessary regulatory clearances) or any other person required to consummate the mergers, except to the extent that doing so would constitute a Burdensome Condition.\n\nUnder the Merger Agreement, each of Dominion Energy and NextEra Energy are subject to certain restrictions on its ability to solicit, engage in discussions with respect to or otherwise knowingly encourage or facilitate an alternative Company Acquisition Proposal or an alternative Parent Acquisition Proposal (each as defined in the Merger Agreement), subject to customary exceptions.\n\n \n\nThe Merger Agreement contains customary termination rights for each of Dominion Energy and NextEra Energy, including (i) if the First Merger has not been consummated by November 15, 2027, which date is extendable to August 15, 2028 if specified conditions relating to the Regulatory Clearances, the absence of a Burdensome Condition or the absence of certain governmental orders have not been satisfied, (ii) if either of the required Shareholder Approvals is not obtained, (iii) upon a change of recommendation by the board of directors of the other party, as well as, in the case of Dominion Energy, a change in recommendation by the Board and concurrent entry into a definitive agreement for a superior proposal, or (iv) due to certain breaches of the Merger Agreement by the other party, in each case on the terms and subject to the conditions set forth in the Merger Agreement.\n\nIn certain circumstances in connection with or following termination of the Merger Agreement, including (i) upon a termination by Dominion Energy to enter into a definitive agreement for a superior proposal, (ii) following a change of recommendation by the Board or (iii) upon entry into an alternative transaction within 12 months following the public announcement or disclosure of another bona fide acquisition proposal with respect to Dominion Energy prior to such termination (where such termination is due to a failure to obtain the Dominion Energy Shareholder Approval or certain breaches of the Merger Agreement by Dominion Energy), Dominion Energy will be required to pay NextEra Energy a termination fee of $2.24 billion. In comparable circumstances, NextEra Energy will be required to pay Dominion Energy a termination fee of $6.52 billion. In other specified circumstances where the Merger Agreement is terminated and such termination results from the failure of one or more specified conditions relating to or involving certain regulatory matters having been satisfied or waived, NextEra Energy will be required to pay Dominion Energy a termination fee of $4.83 billion.\n\nThe foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this Report) and incorporated herein by reference.\n\nThe representations, warranties and covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) matters specifically disclosed in any reports filed by Dominion Energy or NextEra Energy with the Securities and Exchange Commission (the SEC) prior to the date of the Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made in confidential disclosure letters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating contractual risk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this Report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Dominion Energy’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Dominion Energy and NextEra Energy that is or will be contained in, or incorporated by reference into, the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that Dominion Energy or NextEra Energy files with the SEC."}