Dominion Energy 8-K 2026-08-25

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) August 25, 2026

Dominion Energy, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As previously disclosed, 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).

Dominion Energy filed a definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) on July 28, 2026 (the definitive proxy statement) for the solicitation of proxies in connection with Dominion Energy’s special meeting of shareholders, to be held on September 3, 2026, to vote upon, among other things, the approval of the Merger Agreement and the plan of merger relating to the First Merger.

Disclosure Demands and Litigation Related to the Mergers

As of the date hereof, Dominion Energy has received several demand letters from purported shareholders (the Demand Letters) of Dominion Energy and, to Dominion Energy’s knowledge, two complaints have been filed with respect to the Mergers. The complaints are captioned: Scott v. Dominion Energy, Inc., et al., Index No. 654722/2026 (N.Y. Sup. Ct.) and Clark v. Dominion Energy, Inc., et al., Index No. 654742/2026 (N.Y. Sup. Ct.) (collectively referred to as the Shareholder Actions).

The Demand Letters and the Shareholder Actions allege that, among other things, the definitive proxy statement contains certain disclosure deficiencies and/or incomplete information regarding the Mergers. The Shareholder Actions assert claims under New York law for alleged negligent misrepresentation and concealment and for negligence against the Company and its board of directors. The plaintiffs seek injunctive relief, actual and punitive damages in the event the merger is consummated, attorneys’ fees and expenses, and such other relief as the court may deem just and proper. Although the outcome of, or estimate of the possible loss or range of loss, from these matters cannot be predicted, Dominion Energy believes that the allegations contained in the Demand Letters and the Shareholder Actions are without merit.

Dominion Energy believes that no supplemental disclosures are required under applicable laws; however, in order to avoid the risk of the Demand Letters and the Shareholder Actions delaying the Mergers and minimize the potential expense associated therewith, and without admitting any liability or wrongdoing, Dominion Energy is voluntarily making certain disclosures below that supplement those contained in the definitive proxy statement. These disclosures, and disclosures on certain other matters, are provided in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Dominion Energy specifically denies all allegations in the Demand Letters and the Shareholder Actions, including that any additional disclosure was or is required.

It is possible that additional, similar demand letters or complaints may be received or filed or that the Shareholder Actions may be amended. Dominion Energy does not intend to announce the receipt or filing of any additional, similar demand letter or complaint, or of any amended complaint.

SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

This supplemental information to the definitive proxy statement should be read in conjunction with the definitive proxy statement, which should be read in its entirety, including all risk factors and cautionary notes contained therein. All page references are to pages in the definitive proxy statement, and terms used below, unless otherwise defined, have the meanings set forth in the definitive proxy statement. For clarity, additions within restated paragraphs and tables from the definitive proxy statement are underlined and deletions within restated paragraphs and tables are bold and stricken.

The disclosure that is under the heading “Background of the Mergers” is hereby supplemented by adding the underlined disclosure under that heading beginning on page 66 of the definitive proxy statement:

On March 26, 2026, Mr. Blue also called Party A’s CEO and informed him that the board of Dominion Energy required a higher premium from Party A but was prepared to move forward with diligence subject to the execution of a non-disclosure and standstill agreement so that Party A could have a better understanding of

Dominion Energy and support an increased premium. Mr. Purohit and Ms. Elbert then engaged with Party A’s chief legal officer on the diligence process and the execution of a non-disclosure and standstill agreement. On March 27, 2026, the Non-Disclosure and Standstill Agreement with Party A was executed**, which included a standstill restriction on Party A that automatically expired upon Dominion Energy’s entry into a definitive agreement**.

**The disclosure that is under the heading “*****Opinions of NextEr

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