filings.toolsDominion Energy 10-Q 2026-06-30
Filed 2026-07-31. 6 sections, 427K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
| Commission File Number | Exact name of registrants as specified in their charters, address of principal executive offices and registrants’ telephone number | I.R.S. Employer Identification Number | ||
| 001-08489 | DOMINION ENERGY, INC. | 54-1229715 | ||
| 000-55337 | VIRGINIA ELECTRIC AND POWER COMPANY | 54-0418825 | ||
| 600 East Canal Street Richmond**,** Virginia 23219 (804) 819-2284 |
State or other jurisdiction of incorporation or organization of the registrants: Virginia
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Trading Symbol | Title of Each Class | Name of Each Exchange on Which Registered |
| DOMINION ENERGY, INC. | D | Common Stock, no par value | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Dominion Energy, Inc. Yes ☒ No ☐ Virginia Electric and Power Company Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Dominion Energy, Inc. Yes ☒ No ☐ Virginia Electric and Power Company Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Dominion Energy, Inc.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Emerging growth company | ☐ | |
| Non-accelerated filer | ☐ | Smaller reporting 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. ☐
Virginia Electric and Power Company
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | ☐ | |
| Non-accelerated filer | ☒ | Smaller reporting 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Dominion Energy, Inc. Yes ☐ No ☒ Virginia Electric and Power Company Yes ☐ No ☒
At July 24, 2026, the latest practicable date for determination, Dominion Energy, Inc. had 879,525,949 shares of common stock outstanding and Virginia Electric and Power Company had 379,927 shares of common stock outstanding. Dominion Energy, Inc. is the sole holder of Virginia Electric and Power Company’s common stock.
This combined Form 10-Q represents separate filings by Dominion Energy, Inc. and Virginia Electric and Power Company. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Virginia Electric and Power Company makes no representation as to the information relating to Dominion Energy, Inc.’s other operations.
VIRGINIA ELECTRIC AND POWER COMPANY MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND IS FILING THIS FORM 10-Q UNDER THE REDUCED DISCLOSURE FORMAT.
COMBINED INDEX
| Page Number | ||
| Glossary of Terms | 3 | |
| PART I. Financial Information | ||
| Item 1. | Financial Statements | 7 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 62 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 76 |
| Item 4. | Controls and Procedures | 77 |
| PART II. Other Information | ||
| Item 1. | Legal Proceedings | 78 |
| Item 1A. | Risk Factors | 78 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 82 |
| Item 5. | Other Information | 82 |
| Item 6. | Exhibits | 83 |
GL****OSSARY OF TERMS
The following abbreviations or acronyms used in this Form 10-Q are defined below:
| Abbreviation or Acronym | Definition | |
| 2017 Tax Reform Act | An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018 (previously known as The Tax Cuts and Jobs Act) enacted on December 22, 2017 | |
| 2025 Biennial Review | Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2023 and ending December 31, 2024 and prospective rate base setting for the succeeding annual periods beginning January 1, 2026 and ending December 31, 2027 | |
| 2026 Series A JSNs | Dominion Energy’s 2026 Series A Junior Subordinated Notes due 2056 | |
| 2026 Series B JSNs | Dominion Energy’s 2026 Series B Junior Subordinated Notes due 2056 | |
| 2027 Biennial Review | Future Virginia Commission review of Virginia Power’s earned return on base rate generation and distribution services for the two successive 12-month test periods beginning January 1, 2025 and ending December 31, 2026 and prospective rate base setting for the succeeding annual periods beginning January 1, 2028 and ending December 31, 2029 | |
| AEP | The legal entity American Electric Power Company, Inc., one or more of its consolidated subsidiaries, or the entirety of American Electric Power Company, Inc. and its consolidated subsidiaries | |
| AFUDC | Allowance for funds used during construction | |
| Altavista | Altavista biomass power station | |
| AOCI | Accumulated other comprehensive income (loss) | |
| ARO | Asset retirement obligation | |
| Atlantic Coast Pipeline | Atlantic Coast Pipeline, LLC, a limited liability company owned by Dominion Energy and Duke Energy | |
| Atlantic Coast Pipeline Project | A previously proposed approximately 600-mile natural gas pipeline running from West Virginia through Virginia to North Carolina which would have been owned by Dominion Energy and Duke Energy | |
| bcf | B |
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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MD&A discusses Dominion Energy’s results of operations, general financial condition and liquidity and Virginia Power’s results of operations. MD&A should be read in conjunction with the Companies’ Consolidated Financial Statements. Virginia Power meets the conditions to file under the reduced disclosure format, and therefore has omitted certain sections of MD&A.
Contents of MD&A
MD&A consists of the following information:
Forward-Looking Statements—Dominion Energy and Virginia Power
Accounting Matters—Dominion Energy
Results of Operations—Dominion Energy and Virginia Power
Segment Results of Operations—Dominion Energy
Outlook—Dominion Energy
Liquidity and Capital Resources—Dominion Energy
Future Issues and Other Matters—Dominion Energy
Forward-Looking Statements
This report contains statements concerning the Companies’ expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In most cases, the reader can identify these forward-looking statements by such words as “path”, “anticipate”, “believe”, “forecast”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “outlook”, “predict”, “project”, “should”, “strategy”, “continue”, “target”, “will”, “potential” or other similar words.
The Companies make forward-looking statements with full knowledge that risks and uncertainties exist that may cause actual results to differ materially from predicted results. Factors that may cause actual results to differ are often presented with the forward-looking statements themselves. Additionally, other factors may cause actual results to differ materially from those indicated in any forward-looking statement. These factors include but are not limited to:
Risks and uncertainties that may impact the ability of the parties to complete the proposed NextEra Energy Merger at all, or within the terms and time frames initially anticipated, including the ability to obtain the requisite approvals of Dominion Energy and NextEra Energy’s shareholders, applicable regulatory approvals and any associated terms and conditions of such approvals and any other events or changes in circumstances that could give rise to the termination of the NextEra Energy Merger Agreement by either party;
The impacts of the proposed NextEra Energy Merger, including certain covenants in the NextEra Energy Merger Agreement, and any related uncertainties and disruptions on the Companies’ business, including on the Companies’ ability to hire and retain employees and/or on the Companies’ relationships with regulators and other governmental agencies, customers, suppliers, vendors and/or other third parties;
Unusual weather conditions and their effect on energy sales to customers and energy commodity prices;
Extreme weather events and other natural disasters, including, but not limited to, hurricanes, high winds, severe storms, earthquakes, flooding, wildfires, climate changes and changes in water temperatures and availability that can cause outages and property damage to facilities;
The impact of extraordinary external events, such as the pandemic health event resulting from COVID-19, and their collateral consequences, including extended disruption of economic activity in the Companies’ markets and global supply chains;
Federal, state and local legislative and regulatory developments;
Changes in or interpretations of federal and state tax laws and regulations, including those related to tax credits or other incentives;
Risks of operating businesses in regulated industries that are subject to changing regulatory structures;
Changes to regulated electric rates collected by the Companies and regulated gas distribution rates collected by Dominion Energy;
Changes in rules for RTOs and ISOs in which the Companies join and/or participate, including changes in rate designs, changes in FERC’s interpretation of market rules and new and evolving capacity models;
Risks associated with Virginia Power’s membership and participation in PJM, including risks related to obligations created by the default of other participants;
Risks associated with entities in which the Companies share ownership with third parties, such as Stonepeak’s noncontrolling interest in the CVOW Commercial Project, including risks that result from lack of sole decision-making authority, disputes that may arise between the Companies and third-party participants and difficulties in exiting these arrangements;
Timing and receipt of regulatory approvals necessary for planned construction or growth projects and compliance with conditions associated with such regulatory approvals;
The inability to complete planned construction, conversion or growth projects at all, or with the outcomes or within the terms and time frames initially anticipated, including as a result of increased public involvement, intervention or litigation in such projects;
Risks and uncertainties that may impact the Companies’ ability to construct the CVOW Commercial Project within the currently proposed timeline, or at all, and consistent with current cost estimates along with the ability to recover such costs from customers;
Risks and uncertainties associated with the timely receipt of future capital contributions, including optional capital
contributions, if any, from Stonepeak associated with the construction of the CVOW Commercial Project;
Changes to federal, state and local environmental laws and regulations, including those related to climate change, the tightening of emission or discharge limits for GHGs and other substances, more extensive permitting requirements and the regulation of additional substances;
Cost of environmental strategy and compliance, including those costs related to climate change;
Changes in implementation and enforcement practices of regulators relating to environmental standards and litigation exposure for remedial activities;
Difficulty in anticipating mitigation requirements associated with environmental and other regulatory approvals or related appeals;
Unplanned outages at facilities in which the Companies have an ownership interest;
The impact of operational hazards, including adverse developments with respect to plant safety or integrity, equipment loss, malfunction or failure, operator error and other catastrophic events;
Risks associated with the operation of nuclear facilities, including costs associated with the disposal of spent nuclear fuel, decommissioning, plant maintenance and changes in existing regulations governing such facilities;
Changes in operating, maintenance or construction costs;
The availability of nuclear fuel, natural gas, purchased power or other materials utilized by the Companies to provide electric generation, transmission and distribution and/or gas distribution services to their customers;
Domestic terrorism and other threats to the Companies’ physical and intangible assets, as well as cybersecurity threats or incidents;
Additional competition in industries in which the Companies operate, including in electric markets in which Dominion Energy’s nonregulated generation facilities operate and potential competition from the development and deployment of alternative energy sources, such as self-generation and distributed generation technologies, and availability of market alternatives to large commercial and industrial customers;
Competition in the development, construction and ownership of certain electric transmission facilities in the Companies’ service territory in connection with Order 1000;
Changes in technology, particularly with respect to new, developing or alternative sources of generation and smart grid technologies;
Changes in demand for
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Item 4. CONTROLS AND PROCEDURES
Senior management of both Dominion Energy and Virginia Power, including Dominion Energy and Virginia Power’s CEO and CFO, evaluated the effectiveness of each company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, each of Dominion Energy and Virginia Power’s CEO and CFO have concluded that each company’s disclosure controls and procedures are effective.
There were no changes that occurred during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, Dominion Energy or Virginia Power’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, the Companies are parties to various legal, environmental or other regulatory proceedings, including in the ordinary course of business. SEC regulations require disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Companies reasonably believe will exceed a specified threshold. Pursuant to the SEC regulations, the Companies use a threshold of $1 million for such proceedings.
See the following for discussions on various legal, environmental and other regulatory proceedings to which the Companies are a party, which information is incorporated herein by reference:
Notes 13 and 23 to the Consolidated Financial Statements and Future Issues and Other Matters in MD&A in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2025.
Notes 12 and 16 to the Consolidated Financial Statements and Future Issues and Other Matters in MD&A in this report.
Item 1A. RISK FACTORS
The Companies’ businesses are influenced by many factors that are difficult to predict, involve risks and uncertainties that may materially affect actual results and are often beyond their control. A number of these risks and uncertainties have been identified in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2025, which should be taken into consideration when reviewing the information contained in this report. Other than the risk factors discussed below, there have been no material changes with regard to the risk factors previously disclosed in the Companies’ Annual Report on Form 10-K for the year ended December 31, 2025. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see Forward-Looking Statements in MD&A in this report.
Merger Risks
The completion of the NextEra Energy Merger is subject to the receipt of consents, approvals and/or findings from governmental entities, which may impose conditions that could have an adverse effect on NextEra Energy or the Companies or could cause either NextEra Energy or Dominion Energy to abandon the NextEra Energy Merger. NextEra Energy and Dominion Energy are not required to and cannot complete the NextEra Energy Merger until after the applicable waiting period under the HSR expires or terminates and the requisite authorizations, approvals, consents and/or permits are received from the FERC, NRC, Virginia Commission, North Carolina Commission and South Carolina Commission. Any of the relevant governmental entities may oppose the NextEra Energy Merger, fail to approve the NextEra Energy Merger, fail to make required findings in favor of the NextEra Energy Merger, or impose certain requirements or obligations as conditions for their consent, approval or findings or in connection with their review. Regulatory approvals of the NextEra Energy Merger or findings with respect to the NextEra Energy Merger may not be obtained on a timely basis or at all, and such approvals or findings may include conditions that could have an adverse effect on NextEra Energy and/or the Companies, and/or result in the abandonment of the NextEra Energy Merger. No assurance can be given that the parties will obtain the necessary approvals or findings or that any required conditions will not have an adverse effect on NextEra Energy following the NextEra Energy Merger.
Subject to the terms and conditions set forth in the NextEra Energy Merger Agreement, the NextEra Energy Merger Agreement may require NextEra Energy to accept conditions from regulators that could adversely impact NextEra Energy after the NextEra Energy Merger without either of NextEra Energy or Dominion Energy having the right to refuse to close the NextEra Energy Merger on the basis of those regulatory conditions, except that NextEra Energy is generally not required, and Dominion Energy is generally not required to and not permitted to, without NextEra Energy’s prior written consent, take any action or accept any condition that constitutes a “burdensome condition” (as defined in the NextEra Energy Merger Agreement).
No assurance can be provided that these risks will not materialize and either adversely impact the Companies prior to or NextEra Energy after the completion of the NextEra Energy Merger or result in the abandonment of the NextEra Energy Merger and adversely impact the results of operations, cash flows and financial condition of the Companies if the required authorizations, approvals, consents and/or permits are not obtained or received.
The obligations of each of NextEra Energy and Dominion Energy to complete the NextEra Energy Merger are subject to a number of conditions, which, if not fulfilled, or not fulfilled in a timely manner, may delay closing or result in termination of the NextEra Energy Merger Agreement. Completion of the NextEra Energy Merger is contingent upon the satisfaction or waiver of various closing conditions, including (i) approval of the NextEra Energy Merger Agreement and the plan of merger relating to the First NextEra Energy 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 NextEra Energy 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 HSR, (iv) receipt of specified consents of the FERC, NRC, Virginia Commission, North Carolina Commission and South Carolina Commission, in each case, without the imposition, individually or in the aggregate, of a “burdensome condition” (as defined in the NextEra Energy Merger Agreement), (v) the absence of legal restraints prohibiting the First NextEra
Energy Merger, (vi) approval for listing on the NYSE of the shares of NextEra Energy common stock to be issued in the First NextEra Energy Merger, (vii) the continued effectiveness of the registration statement on Form S-4 filed by NextEra Energy in connection with the NextEra Energy Merger, (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 NextEra Energy Merger Agreement in all material respects and (ix) the absence of a material adverse effect with respect to either Dominion Energy or NextEra Energy.
Many of the conditions to closing of the NextEra Energy Merger are not within either NextEra Energy’s or Dominion Energy’s control, and Dominion Energy cannot predict when, or if, these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to the outside date specified in the NextEra Energy Merger Agreement, it is possible that the NextEra Energy Merger Agreement may be terminated. Although NextEra Energy and Dominion Energy have agreed in the NextEra Energy Merger Agreement to use reasonable best efforts, subject to certain limitations, to consummate the NextEra Energy Merger, these and other conditions to the closing of the NextEra Energy Merger may fail to be satisfied. In addition, satisfying the conditions to and completing the First NextEra Energy Merger may take longer and could cost more than NextEra Energy and Dominion Energy expect. Furthermore, the requirements for obtaining the required clearances and approvals could delay the closing of the NextEra Energy Merger for a significant period of time or prevent the NextEra Energy Merger from closing at all. Any delay in completing the NextEra Energy merger may adversely affect the benefits that NextEra Energy and Dominion Energy expect to achieve if the NextEra Energy Merger and the integration of the companies’ respective businesses are completed within the expected timeframe. There can be no assurance that all required regulatory approvals will be obtained prior to the termination date under the NextEra Energy Merger Agreement.
Uncertainties associated with the NextEra Energy Merger may cause a loss of management personnel and other key employees of NextEra Energy or the Companies, which could adversely affect the Companies or the future business and operations of the combined company. NextEra Energy and the Companies are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the NextEra Energy Merger will depend in part upon its ability to retain key management personnel and other key employees. Current and prospective employees of NextEra Energy or the Companies may experience uncertainty about their roles within the combined company following the NextEra Energy Merger or other concerns regarding the timing and closing of the NextEra Energy Merger or the operations of the combined company following the NextEra Energy Merger, any of which may have an adverse effect on the ability of NextEra Energy or the Companies to retain or attract key management and other key personnel. In addition, the loss of key personnel of NextEra Energy or the Companies could diminish the anticipated benefits of the NextEra Energy Merger and may make the integration of the companies more difficult. Furthermore, the combined company may have to incur significant costs in identifying, hiring and retaining replacements for departing personnel and may lose significant expertise and talent relating to the business of each of NextEra Energy and the Companies. No assurance can be given that the combined company will be able to retain or attract key management personnel and other key employees of NextEra Energy or the Companies to the same extent that NextEra Energy and the Companies have previously been able to retain or attract their own employees.
The business relationships of NextEra Energy and the Companies may be subject to disruption due to uncertainty associated with the NextEra Energy Merger, which could have a material adverse effect on the results of operations, cash flows and financial position of the Companies pending the NextEra Energy Merger and of the combined company following the NextEra Energy Merger. Parties with which NextEra Energy or the Companies do business may experience uncertainty associated with the NextEra Energy Merger, including with respect to current or future business relationships with NextEra Energy or the Companies. The business relationships of the Companies and NextEra Energy may be subject to disruption as customers, distributors, suppliers, vendors, joint venture partners and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than NextEra Energy or the Companies prior to or following the NextEra Energy Merger. These disruptions could have a material adverse effect on the results of operations, cash flows and financial position of the Companies, regardless of whether the NextEra Energy Merger is completed, as well as a material adverse effect on the combined company’s ability to realize the expected benefits of the NextEra Energy Merger. The risk, and adverse effect, of any disruption could be exacerbated by a delay in closing of the NextEra Energy Merger or termination of the NextEra Energy Merger Agreement.
The NextEra Energy Merger Agreement subjects the Companies to restrictions on their respective business activities prior to closing of the NextEra Energy Merger. The NextEra Energy Merger Agreement subjects the Companies to restrictions on their respective business activities prior to closing of the NextEra Energy Merger. The NextEra Energy Merger Agreement obligates the Companies to each, among other things, carry on its business in all material respects in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve intact its business organization, maintain adequate and comparable insurance coverage, preserve its relationships with its employees, counterparties, customers and suppliers and governmental entities with jurisdiction over it. The NextEra Energy Merger Agreement also restricts the Companies from taking certain corporate actions pending the closing date. These restrictions could prevent the Companies
from pursuing certain business opportunities that arise prior to the effective time and are outside the ordinary course of business.
The NextEra Energy Merger Agreement limits Dominion Energy’s ability to pursue alternatives to the NextEra Energy Merger, may discourage other companies from making a favorable alternative transaction proposal and, in specified circumstances, could require Dominion Energy to pay a termination fee. The NextEra Energy Merger Agreement contains provisions that, subject to certain exceptions, restrict Dominion Energy’s ability to initiate, solicit, knowingly encourage, facilitate or discuss competing third-party proposals to acquire all or a significant part of Dominion Energy, or provide information to a third party that could reasonably be expected to lead to such a proposal. In addition, NextEra Energy generally has an opportunity to offer to modify the terms of the NextEra Energy Merger in response to any superior acquisition proposal that may be made before the Dominion Energy board of directors is permitted to withdraw or qualify its recommendation that holders of Dominion Energy common stock vote to approve the proposals relating to the NextEra Energy Merger. In some circumstances on termination of the NextEra Energy Merger Agreement, Dominion Energy may be required to pay a termination fee.
These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Dominion Energy from considering or proposing such acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration payable in connection with the NextEra Energy Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by Dominion Energy in certain circumstances.
Failure to complete the NextEra Energy Merger could negatively impact Dominion Energy’s stock price and have a material adverse effect on the Companies’ results of operations, cash flows and financial positions. If the NextEra Energy Merger is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals or if the NextEra Energy shareholders or applicable Dominion Energy shareholders fail to approve the applicable proposals, the ongoing businesses of the Companies may be materially adversely affected and, without realizing any of the benefits of having completed the NextEra Energy Merger, the Companies would be subject to a number of risks, including the following:
the Companies may experience negative reactions from the financial markets, including, in the case of Dominion Energy, negative impacts on its stock price, adverse changes in their credit ratings or outlook, increases in their costs of borrowing or limitations on their ability to access the short- or long-term debt markets;
the Companies may experience negative reactions from regulators or other governmental agencies or government officials;
the Companies may experience negative reactions from their respective customers, distributors, suppliers, vendors, joint venture partners and other business partners;
Dominion Energy will still be required to pay certain significant costs relating to the NextEra Energy Merger, such as legal, accounting, consulting, financial advisor and printing fees;
Dominion Energy may be required to pay a termination fee as required by the NextEra Energy Merger Agreement;
matters relating to the NextEra Energy Merger (including integration planning) require substantial commitments of time and resources by management, which may distract management from ongoing business operations and pursuing other opportunities that could have been beneficial to the Companies; and
litigation may be commenced related to any failure to complete the NextEra Energy Merger or related to any enforcement proceeding commenced against Dominion Energy to perform its obligations pursuant to the NextEra Energy Merger Agreement.
If the NextEra Energy Merger is not completed, the risks described above may materialize and they could have a material adverse effect on the Companies’ results of operations, cash flows, financial position and, in the case of Dominion Energy, its stock price.
Dominion Energy is expected to incur significant transaction costs in connection with the NextEra Energy Merger, which may be in excess of those anticipated. Dominion Energy has incurred and is expected to continue to incur significant non-recurring costs associated with negotiating and completing the NextEra Energy Merger. These costs have been, and will continue to be, substantial and, in many cases, will be borne by Dominion Energy whether or not the NextEra Energy Merger is completed. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors, employee retention, severance and benefit costs and filing fees. Additional unanticipated costs may be incurred in connection with the NextEra Energy Merger. While Dominion Energy has assumed that a certain level of expenses would be incurred, there are many factors beyond its control that could affect the total amount or the timing of the expenses.
Further, the NextEra Energy Merger Agreement provides that under specified circumstances, including after receipt of certain alternative acquisition proposals, Dominion Energy may be required to pay NextEra Energy a cash termination fee equal to $2.24 billion. The costs described above and any unanticipated costs and expenses, many of which will be borne by Dominion Energy even if the NextEra Energy Merger is not completed, could have an adverse effect on Dominion Energy’s results of operations and financial condition.
Litigation relating to the NextEra Energy Merger could result in an injunction preventing the closing of the NextEra Energy Merger and/or substantial costs to
Dominion Energy. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger, or other business combination agreements. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Dominion Energy’s liquidity and financial condition.
Lawsuits against NextEra Energy, Dominion Energy or their respective directors could also seek, among other things, injunctive or other equitable relief, including a request to rescind parts of the NextEra Energy Merger Agreement already implemented and to otherwise enjoin the parties from consummating the NextEra Energy Merger. One of the conditions to the closing is that no law or governmental order is in effect that restrains, enjoins, makes illegal or otherwise prohibits the closing of the NextEra Energy Merger. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting closing, that injunction may delay or prevent the NextEra Energy Merger from being completed within the expected timeframe or at all, which may adversely affect Dominion Energy’s financial condition and operating results. Either NextEra Energy or Dominion Energy may terminate the NextEra Energy Merger Agreement if any governmental order permanently restraining, enjoining or otherwise prohibiting the consummation of the NextEra Energy Merger and the other transactions contemplated by the NextEra Energy Merger Agreement becomes final and nonappealable, so long as the party seeking to terminate the NextEra Energy Merger Agreement has used its reasonable best efforts to prevent the entry of and to remove such governmental order in accordance with the terms of the NextEra Energy Merger Agreement.
There can be no assurance that any of the defendants will be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the NextEra Energy Merger is completed may adversely affect the combined company’s results of operations and financial condition.
NextEra Energy may be unable to integrate the business of Dominion Energy (including Virginia Power) successfully or realize the anticipated benefits of the NextEra Energy Merger. The NextEra Energy Merger involves the combination of companies that currently operate as independent public companies. The combination of independent businesses is complex, costly and time consuming, and each of NextEra Energy and Dominion Energy (including Virginia Power) will be required to devote significant management attention and resources to integrating their respective businesses. Potential difficulties that the companies may encounter as part of the integration process include:
the inability to successfully combine the businesses of Dominion Energy (including Virginia Power) with NextEra Energy in a manner that permits NextEra Energy to achieve, on a timely basis or at all, the benefits anticipated to result from the NextEra Energy Merger;
complexities associated with managing the combined businesses, including difficulties addressing differences in operational philosophies and challenges integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
the assumption of contractual obligations with less favorable or more restrictive terms; and
potential unknown liabilities and unforeseen increased expenses or delays associated with the NextEra Energy Merger.
In addition, NextEra Energy and Dominion Energy (including Virginia Power) have previously operated and, until the closing, will continue to operate, independently. It is possible that the integration process could result in:
diversion of the attention of each company’s management; and
the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.
Any of these issues could adversely affect each company’s ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the NextEra Energy Merger and could reduce each company’s earnings or otherwise adversely affect the business and financial results of NextEra Energy following the NextEra Energy Merger.
The benefits attributable to the NextEra Energy Merger may vary from expectations. NextEra Energy may fail to realize the anticipated benefits expected from the NextEra Energy Merger, which could adversely affect its business, financial condition and operating results. The success of the NextEra Energy Merger will depend, in significant part, on NextEra Energy’s ability to successfully integrate the Companies’ business and realize the anticipated strategic benefits from the combination. The anticipated benefits of the NextEra Energy Merger and the other transactions contemplated by the NextEra Energy Merger Agreement may not be realized fully or at all, or may take longer to realize than expected. Actual operating, technological, strategic and other benefits, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the combined company is not able to achieve these objectives and realize the anticipated benefits expected from the NextEra Energy Merger within the anticipated timing or at all, the combined company’s business, results of operations and financial condition may be adversely affected.
The NextEra Energy Merger may result in a loss of customers, distributors, suppliers, vendors, joint venture partners and other business partners and may result in the modification or termination of existing contracts. Following the NextEra Energy Merger, some of the customers, distributors, suppliers, vendors, joint venture partners and other business partners of NextEra Energy or the Companies may modify, terminate or scale back their current or prospective business relationships with the combined
company. In addition, NextEra Energy and the Companies have contracts with customers, distributors, suppliers, vendors, joint venture partners and other business partners that may require NextEra Energy or the Companies to obtain consents from these other parties in connection with the NextEra Energy Merger, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, suppliers, vendors, joint venture partners and other business partners are adversely affected by the NextEra Energy Merger, or if the combined company loses the benefits of the contracts of NextEra Energy or the Companies, the combined company’s business and financial performance could suffer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Dominion Energy
Purchases of Equity Securities
| Period | Total Number of Shares (or Units) Purchased**(1)** | Average Price Paid per Share (or Unit)****(2) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased under the Plans or Programs**(3)** | |||||||||||
| 4/1/26 - 4/30/26 | 604 | $ | 62.05 | — | $ | 0.92 billion | |||||||||
| 5/1/26 - 5/31/26 | 1,494 | 63.94 | — | 0.92 billion | |||||||||||
| 6/1/26 - 6/30/26 | 132 | 64.61 | — | 0.92 billion | |||||||||||
| Total | 2,230 | $ | 63.47 | — | $ | 0.92 billion |
(1)
Represents shares of common stock that were tendered by employees to satisfy tax withholding obligations on vested restricted stock.
(2)
Represents the weighted-average price paid per share.
(3)
In November 2020, the Dominion Energy Board of Directors authorized the repurchase of up to $1.0 billion of shares of common stock. This repurchase program has no expiration date or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors.
ITEM 5. OTHER INFORMATION
During the last fiscal quarter, none of the Companies’ directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. EXHIBITS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DOMINION ENERGY, INC. Registrant | |
| July 31, 2026 | /s/ Gary G. Ratliff, Jr. |
| Gary G. Ratliff, Jr. Vice President, Controller and Chief Accounting Officer | |
| VIRGINIA ELECTRIC AND POWER COMPANY Registrant | |
| July 31, 2026 | /s/ Gary G. Ratliff, Jr. |
| Gary G. Ratliff, Jr. Vice President, Controller and Chief Accounting Officer | |