{"url_path":"/sec/nee/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/753308/0001104659-26-063001-index.html","accession_number":"0001104659-26-063001","cik":"0000753308","ticker":"NEE","issuer_name":"NEXTERA ENERGY INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/753308/0001104659-26-063001-index.html","primary_entity_key":"0000753308","primary_entity_name":"NEXTERA ENERGY INC"},"word_count":1967,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n \n\nOn May 15, 2026, NextEra Energy,\nInc., a Florida corporation (“NextEra Energy”), WG Development Corp., a Virginia corporation and direct wholly owned subsidiary\nof NextEra Energy (“Merger Sub Corp”), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary\nof NextEra Energy (“LLC Sub”), and Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), entered\ninto an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the\nMerger Agreement, (i) Merger Sub Corp will merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the\n“Surviving Corporation”) and a wholly owned subsidiary of NextEra Energy (the “First Merger”), and (ii) immediately\nfollowing the First Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub as the surviving entity (the “Surviving\nEntity”) and a wholly owned subsidiary of NextEra Energy (the “Second Merger” and, together with the First Merger, the\n“Mergers”). The First Merger will become effective at the time the Clerk of the Virginia State Corporation Commission issues\na certificate of merger with respect to the articles of merger pertaining to the First Merger or at such later time as may be agreed by\nNextEra Energy and Dominion Energy in writing and specified in such articles of merger (such time, as applicable, the “Effective\nTime”).\n\n \n\nUnder the terms of the Merger\nAgreement and the applicable Plan of Merger (as defined below) and as more fully described below, at the Effective Time: (a) each share\nof common stock, no par value, of Dominion Energy (“Dominion Energy Common Stock”) issued and outstanding immediately prior\nto the Effective Time (other than shares to be cancelled, as described below) will be cancelled and cease to exist, and each such share\nwill be automatically converted into the right to receive (i) its pro rata share of an aggregate amount equal to $360 million in cash,\nwithout interest, and (ii) 0.8138 shares of common stock, par value $0.01 per share, of NextEra Energy (“NextEra Energy Common Stock”);\n(b) each share of Dominion Energy Common Stock owned by NextEra Energy or Dominion Energy, or by any wholly owned subsidiary of NextEra\nEnergy (including Merger Sub Corp) or Dominion Energy will be cancelled and will cease to exist, and no consideration will be delivered\nin exchange therefor; and (c) each share of capital stock of Merger Sub Corp issued and outstanding immediately prior to the Effective\nTime will be converted into one share of capital stock of the Surviving Corporation. At the effective time of the Second Merger (the “Second\nEffective Time”), (i) each share of capital stock of the Surviving Corporation issued and outstanding immediately prior to the Second\nEffective Time will be cancelled without any conversion thereof and no consideration will be delivered in exchange therefor and (ii) the\nmembership interests of LLC Sub will be unaffected by the Second Merger and will remain outstanding as membership interests of the Surviving\nEntity. The Merger Agreement also specifies the treatment of Dominion Energy’s outstanding equity awards in connection with the\nMergers.\n\n \n\nThe board of directors of\nNextEra Energy (the “Board”) unanimously has (i) approved the Merger Agreement, the plans of merger attached thereto (the\n“Plans of Merger”) and the transactions contemplated thereby, including the Mergers (the “Transactions”), (ii)\ndirected that the issuance of NextEra Energy Common Stock in connection with the First Merger (the “Share Issuance”) be submitted\nto the holders of NextEra Energy Common Stock for their consideration and (iii) resolved to recommend that NextEra Energy’s shareholders\napprove the Share Issuance.\n\n \n\nNextEra Energy and Dominion\nEnergy have agreed to certain governance-related matters. NextEra Energy will cause the Board to take all necessary action as soon as\npractical after the Effective Time to cause the Board to consist of 14 members, and to appoint four mutually agreeable members of Dominion\nEnergy’s current board of directors or executive management, one of which will be Dominion Energy’s current chief executive\nofficer, as directors to serve on the Board. Following the Effective Time, NextEra Energy will maintain Dominion Energy’s current\nheadquarters in Richmond, Virginia and an operating headquarters in Cayce, South Carolina.\n\n \n\nUnder the terms of the Merger\nAgreement, Dominion Energy is required to redeem all of its currently issued and outstanding 4.35% Series C Fixed-Rate Reset Cumulative\nRedeemable Perpetual Preferred Stock prior to the Effective Time if the Effective Time occurs after January 15, 2027.\n\n \n\nThe closing of the First Merger\nis subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) approval of the Merger Agreement\nand the Plan of Merger with respect to the First Merger by the affirmative vote of the holders of a majority of the outstanding shares\nof Dominion Energy Common Stock represented in person or by proxy and entitled to vote thereon (the “Dominion Energy Shareholder\nApproval”), (ii) approval of the Share Issuance by the affirmative vote of the holders of a majority of the votes cast by the holders\nof the outstanding shares of NextEra Energy Common Stock represented in person or by proxy and entitled to vote thereon, in accordance\nwith the rules and regulations of the New York Stock Exchange (the “NYSE”) (the “NextEra Energy Shareholder Approval”\nand, together with the Dominion Energy Shareholder Approval, the “Shareholder Approvals”), (iii) the expiration or termination\nof any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”),\n(iv) Dominion Energy and NextEra Energy obtaining specified consents of or under (a) the HSR Act, (b) the Federal Energy Regulatory Commission,\n(c) the U.S. Nuclear Regulatory Commission, (d) the Virginia State Corporation Commission, (e) the North Carolina Utilities Commission\nand (f) the Public Service Commission of South Carolina (collectively, the “Regulatory Clearances”), in each case, without\nthe imposition, individually or in the aggregate, of a Burdensome Condition (as defined in the Merger Agreement), (v) the absence of legal\nrestraints prohibiting the First Merger, (vi) approval for listing on the NYSE of the shares of NextEra Energy Common Stock to be issued\nin connection with the Transactions, (vii) the initial and continued effectiveness of the registration statement on Form S-4 that includes\nthe joint proxy statement/prospectus described below, (viii) the accuracy of each party’s representations and warranties (subject\nto certain materiality and knowledge qualifiers) and compliance by each party with its covenants under the Merger Agreement in all material\nrespects and (ix) absence of a material adverse effect on either Dominion Energy or NextEra Energy.\n\n \n\n \n\n \n\n \n\nThe Merger Agreement contains\ncustomary representations and warranties for a transaction of this nature. The Merger Agreement also contains customary covenants of NextEra\nEnergy and Dominion Energy, including pre-closing covenants to refrain from taking certain actions without the consent of the other party\nand relating to conducting their respective businesses in the ordinary course consistent with past practice. NextEra Energy and Dominion\nEnergy have also agreed, subject to the terms and conditions set forth in the Merger Agreement, to use their reasonable best efforts to\nobtain all consents and permits from governmental authorities (including all necessary regulatory clearances) or any other person necessary\nto consummate the Transactions; provided, that neither NextEra Energy nor Dominion Energy is required to agree to or take any action that\nwould constitute a Burdensome Condition.\n\n \n\nThe Merger Agreement provides\nthat, from the date of the Merger Agreement, each of NextEra Energy and Dominion Energy will be subject to certain restrictions on its\nability to solicit an alternative Parent Acquisition Proposal or Company Acquisition Proposal (each as defined in the Merger Agreement),\nrespectively, from third parties, to provide non-public information to third parties and to engage in discussions with third parties regarding\nalternative Parent Acquisition Proposals or Company Acquisition Proposals, as applicable, subject to customary exceptions.\n\n \n\nThe Merger Agreement contains\ncustomary termination rights for each of NextEra Energy and Dominion Energy, including, among others, (1) if the First Merger has not\nbeen consummated by November 15, 2027, which date is extendable to August 15, 2028 if specified conditions relating to the Regulatory\nClearances, the absence of a Burdensome Condition or the absence of certain governmental orders have not been satisfied, (2) if either\nof the required Shareholder Approvals is not obtained or (3) upon a change of recommendation or a material breach by the other party,\nin each case, on the terms set forth in the Merger Agreement.\n\n \n\nIn certain circumstances in\nconnection with or following termination of the Merger Agreement, including, without limitation, (1) upon a termination to enter into\na definitive agreement for a superior proposal, (2) following a change of recommendation by Dominion Energy’s board of directors,\nor (3) upon the entry into an alternative transaction within 12 months following the public announcement or disclosure of another bona\nfide acquisition proposal with respect to Dominion Energy prior to such termination (where such termination is due to a failure to obtain\nthe Dominion Energy Shareholder Approval or certain breaches of the Merger Agreement by Dominion Energy), Dominion Energy will be required\nto pay NextEra Energy a termination fee of $2.24 billion, and in comparable reciprocal circumstances, NextEra Energy will be required\nto pay Dominion Energy a termination fee of $6.52 billion. In other specified circumstances where the Merger Agreement is terminated and\nsuch termination results from the failure of one or more specified conditions relating to or involving certain regulatory matters having\nbeen satisfied or waived, NextEra Energy will be required to pay Dominion Energy a termination fee of $4.83 billion.\n\n \n\nThe foregoing description\nis qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report\non Form 8-K (this “Report”) and incorporated herein by reference.\n\n \n\nThe representations, warranties\nand covenants contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations,\nwarranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by (a) matters specifically\ndisclosed in any reports filed by NextEra Energy or Dominion Energy with the Securities and Exchange Commission (the “SEC”)\nprior to the date of the Merger Agreement (subject to certain exceptions) and (b) confidential disclosures made in confidential disclosure\nletters delivered in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement\nthat 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\ndate as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating contractual\nrisk between the parties rather than establishing matters as fact. Accordingly, the Merger Agreement is included with this Report only\nto provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual\ninformation regarding the parties thereto or their respective businesses. Investors should not rely on the representations, warranties\nand covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger\nAgreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations\nand warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in NextEra\nEnergy’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other\ninformation regarding NextEra Energy and Dominion Energy that is or will be contained in, or incorporated by reference into, the Annual\nReports on Form 10-K, Quarterly Reports on Form 10-Q and other documents that NextEra Energy or Dominion Energy files with the SEC.\n\n \n\n \n\n \n\n \n\n**SECTION 7 – REGULATION FD**"}