NextEra Energy 8-K 2026-08-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: August 25, 2026

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization: Florida

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:

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 in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”), on May 15, 2026, NextEra Energy, Inc., a Florida corporation (“NextEra Energy”), WG Development Corp., a Virginia corporation and direct wholly owned subsidiary of NextEra Energy (“Merger Sub Corp”), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary of NextEra Energy (“LLC Sub”), and Dominion Energy, Inc., a Virginia corporation (“Dominion Energy”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Upon the terms and subject to the conditions set forth in the Merger Agreement, (i) Merger Sub Corp will merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the “Surviving Corporation”) and a wholly owned subsidiary of NextEra Energy (the “First Merger”), and (ii) immediately following the First Merger, the Surviving Corporation intends to merge with and into LLC Sub, with LLC Sub as the surviving entity (the “Surviving Entity”) and a wholly owned subsidiary of NextEra Energy (the “Second Merger” and, together with the First Merger, the “Mergers”). The First Merger will become effective at the time the Clerk of the Virginia State Corporation Commission issues a 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 NextEra Energy and Dominion Energy in writing and specified in such articles of merger. Consummation of the First Merger remains subject to the satisfaction or waiver of certain closing conditions specified in the Merger Agreement.

On July 9, 2026, NextEra Energy filed a registration statement on Form S-4 (No. 333-297351) (the “Registration Statement”), which contained a preliminary prospectus of NextEra Energy and a preliminary joint proxy statement of NextEra Energy and Dominion Energy. The Registration Statement was declared effective by the SEC on July 23, 2026. NextEra Energy filed with the SEC the definitive joint proxy statement/prospectus (the “joint proxy statement/prospectus”) on July 28, 2026 and commenced mailing copies of the Proxy Statement on or about July 28, 2026.

Since entering into the Merger Agreement, NextEra Energy has received several demand letters from purported shareholders of NextEra Energy (the “Demand Letters”). The Demand Letters assert that, among other things, the joint proxy statement/prospectus contains certain disclosure deficiencies and/or incomplete information regarding the Mergers. It is possible that additional or similar demand letters may be received by NextEra Energy, or that complaints making similar allegations may be filed naming NextEra Energy as a defendant, regarding the Mergers. NextEra Energy will not necessarily disclose such additional demands or complaints.

NextEra Energy believes that the disclosures set forth in the joint proxy statement/prospectus comply fully with applicable law, that no further disclosure beyond that already contained in the joint proxy statement/prospectus is required under applicable law, and that the allegations asserted in the Demand Letters are entirely without merit. However, in order to moot these disclosure claims, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Mergers, and without admitting any liability or wrongdoing, NextEra Energy is voluntarily supplementing the joint proxy statement/prospectus with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures 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, NextEra Energy specifically denies all allegations in the Demand Letters that any additional disclosure was or is required.

SUPPLEMENTAL DISCLOSURES TO JOINT PROXY STATEMENT/PROSPECTUS

The following supplemental information should be read in conjunction with the joint proxy statement/prospectus, which should be read in its entirety and is available on the SEC’s website at http://www.sec.gov, along with periodic reports and other information NextEra Energy files with the SEC. To the extent that the information set forth herein differs from or updates information contained in the joint proxy statement/prospectus, the information set forth herein shall supersede or supplement the information in the joint proxy statement/prospectus. All page references are to pages in the joint proxy statement/prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the joint proxy statement/prospectus. New text within restated language from the joint proxy statement/prospectus is highlighted with bold, underlined text and removed language within restated language from the joint proxy statement/prospectus is indicated by strikethrough text.

The disclosure in the section entitled “The Mergers—Background of the Mergers” is hereby amended by adding the text indicated below to the second paragraph on page 66 of the joint proxy statement/prospectus:

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 prem

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