Dominion Energy discloses $2.24B termination fee and regulatory risks in NextEra merger

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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 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 with LLC Sub surviving as a wholly owned subsidiary of NextEra Energy.

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Completion of the Merger is contingent upon the satisfaction or waiver of various closing conditions, including (i) approval of the Merger Agreement and the plan of merger relating to the 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 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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) receipt of specified consents of the Federal Energy Regulatory Commission, the U.S. Nuclear Regulatory Commission, the Virginia State Corporation Commission, the North Carolina Utilities Commission and the Public Service Commission of South Carolina, in each case, without the imposition, individually or in the aggregate, of a “burdensome condition” (as defined in the Merger Agreement)

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Even in circumstances where the Dominion Energy board of directors is permitted to change its recommendation, doing so could trigger the payment of a termination fee to NextEra Energy in the amount of $2.24 billion.

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The Merger Agreement also contains customary covenants that require Dominion Energy to conduct its business in the ordinary course consistent with past practice and to obtain consent from NextEra Energy to take certain actions, including to engage in certain acquisitions or dispositions, while the Merger is pending. These restrictions, which could be in place for an extended period of time, may prevent Dominion Energy from pursuing otherwise attractive business opportunities or making other changes to its business prior to the completion of the Merger or termination of the Merger Agreement.

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If the Merger is not completed for any reason, including due to a failure to obtain required shareholder or regulatory approvals, Dominion Energy may be adversely affected, including due to the following: • negative reactions from rating agencies and the financial markets, including a decline in its stock price, adverse changes in its credit ratings or outlook, increases in its costs of borrowing or limitations in accessing the short- or long-term debt markets; • negative publicity and any reputational harm with respect to regulators, government officials, customers, suppliers, vendors or other third parties; • an inability to retain employees or to hire employees to replace any key personnel who depart during the pendency of the Merger; • the impact of the significant costs incurred in connection with the Merger, including amounts necessary to pay any termination fee, if applicable;