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Get filing alertsNextEra files pro forma financials for $65.2B Dominion merger, showing $391.4B combined assets
Filed August 11, 2026 · Period ending August 10, 2026 · ~1 min read
Key Changes
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Pro forma balance sheet shows combined total assets of $391.4B and equity of $137.2B; merger consideration estimated at $65.2B ($64.9B in NEE stock plus $360M cash), creating $40.1B preliminary goodwill
Exhibit 99.2 view on EDGAR → -
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Dominion subsidiaries committed to provide $2.25B in customer bill credits over 24 months post-closing, reducing pro forma revenue by $455 million for six months ended June 30, 2026
Exhibit 99.2 view on EDGAR → -
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Pro forma combined net income from continuing operations of $5,867M for six months ended June 30, 2026; diluted EPS of $2.07 for the period and $3.19 for full year 2025
Exhibit 99.2 view on EDGAR → -
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Merger agreement requires pre-closing redemption of $991M Dominion Series C Preferred Stock and repayment of $375M demand notes, to be funded through commercial paper
Exhibit 99.2 view on EDGAR → -
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Total estimated merger transaction costs of $500M, with $45M recognized through June 30, 2026 and remaining $455M reflected in pro forma adjustments; approximately $250M in fees payable at closing
Exhibit 99.2 view on EDGAR →
Summary
The unaudited pro forma balance sheet as of June 30, 2026 shows the combined entity would have total assets of $391.4 billion and total equity of $137.2 billion.
The merger consideration consists of approximately 738 million NEE shares valued at $64.9 billion (based on $87.93 per share as of July 30, 2026) plus $360 million in cash, resulting in preliminary goodwill of $40.1 billion.
A material component of the transaction is a $2.25 billion customer bill credit commitment to be provided by Dominion subsidiaries over 24 months following closing, which reduced pro forma operating revenue by $455 million for the six months ended June 30, 2026. Pro forma combined net income from continuing operations attributable to NEE was $5,867 million for the six-month period, with diluted earnings per share of $2.07. The filing also disclosed that both companies mailed definitive proxy materials to shareholders on July 28, 2026, moving the transaction toward a shareholder vote. NextEra estimates total merger-related transaction costs of approximately $500 million, with $45 million already recognized through June 30, 2026. The merger agreement requires pre-closing redemption of $991 million of Dominion's Series C Preferred Stock and repayment of $375 million in demand notes, to be funded through commercial paper. Closing remains subject to shareholder approval and satisfaction of other customary conditions.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 18, 2026, on May 15, 2026, NextEra Energy, Inc., a Florida corporation (NEE), WG Development Corp., a Virginia corporation and direct wholly owned subsidiary of NEE (Merger Sub Corp), CS Holdco, LLC, a Virginia limited liability company and direct wholly owned subsidiary of NEE (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 intends to merge with and into Dominion Energy, with Dominion Energy as the surviving corporation (the Surviving Corporation) and a wholly owned subsidiary of NEE (the First Merger), and (ii) immediately following the First Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub as the surviving entity (the Surviving Entity) and a wholly owned subsidiary of NEE (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 NEE 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.
NextEra Energy filed an update regarding its previously announced merger agreement with Dominion Energy. The filing references the original May 15, 2026 merger agreement under which NextEra will acquire Dominion Energy through a two-step merger process. The filing notes that closing remains subject to satisfaction or waiver of certain conditions. This appears to be a procedural update with no new material terms disclosed.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
NEE files financial information related to its proposed merger with Dominion Energy for incorporation into registration statements.
Added in current filing · verify on EDGAR →
The purpose of this Current Report on Form 8-K is to file the Financial Information (as defined below), and to allow such Financial Information to be incorporated by reference into NEE's registration statements previously filed with the SEC under the Securities Act of 1933, as amended (the Securities Act).
NextEra Energy is filing financial information related to its proposed business combination with Dominion Energy. This filing allows the financial information to be incorporated by reference into NEE's existing SEC registration statements. The 8-K references a Registration Statement (No. 333-297351) filed July 9, 2026, declared effective July 23, 2026, and a definitive joint proxy statement/prospectus filed July 28, 2026.
Added in current filing · verify on EDGAR →
NEE filed the definitive joint proxy statement/prospectus with the SEC, and Dominion Energy filed a definitive proxy statement with the SEC, in each case, on July 28, 2026, and each of NEE and Dominion Energy commenced mailing of the definitive joint proxy statement/prospectus to their respective shareholders on or about July 28, 2026.
The merger transaction has progressed to the shareholder approval stage. Both companies filed definitive proxy materials on July 28, 2026, and began mailing them to shareholders around that date. This indicates the transaction is moving toward a shareholder vote, a critical milestone for deal completion.
Added in current filing · verify on EDGAR →
These factors include a failure by NEE to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed transactions may not be fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders required to consummate the proposed transactions and the timing of the closing of the proposed transactions, including the risk that the conditions to closing are not satisfied on a timely basis or at all or the failure of the transactions to close for any other reason or to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or regulatory approval, consent or authorization that may be required for the proposed transactions is not obtained, is delayed or is obtained subject to conditions that are not anticipated or that cause the termination of the Merger Agreement and abandonment of the transactions
NEE discloses significant risks to the merger, including integration challenges, potential delays in realizing expected benefits, shareholder approval requirements, and regulatory approval uncertainties. The filing notes risks that conditions to closing may not be satisfied, the transaction could fail to close, or regulatory approvals could be delayed or come with unanticipated conditions that could cause termination of the merger agreement.
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
The following unaudited pro forma condensed combined financial information is presented by NextEra Energy, Inc., a Florida corporation (NEE), to illustrate the estimated effects of the proposed business combination with Dominion Energy, Inc., a Virginia corporation (Dominion Energy), in accordance with the terms of the Agreement and Plan of Merger, dated as of May 15, 2026
NextEra Energy disclosed unaudited pro forma combined financial statements for its pending acquisition of Dominion Energy under the May 15, 2026 merger agreement. The pro forma balance sheet as of June 30, 2026 shows combined total assets of $391.4 billion and total equity of $137.2 billion. The merger consideration is estimated at $65.2 billion, consisting of $64.9 billion in NEE stock (approximately 738 million shares at $87.93 per share as of July 30, 2026) plus $360 million in cash, resulting in preliminary goodwill of $40.1 billion.
Added in current filing · view on EDGAR →
This adjustment reflects a straight-line recognition of the $2.25 billion customer bill credits to be provided by certain Dominion Energy subsidiaries over a 24-month period beginning subsequent to transaction closing.
The pro forma financials reflect $2.25 billion in customer bill credits to be provided by Dominion Energy subsidiaries over 24 months post-closing. For the six months ended June 30, 2026, this reduced pro forma operating revenue by $563 million; for the full year 2025, the reduction was $1,125 million. This represents a material regulatory commitment that will impact combined company revenues in the first two years post-merger.
Added in current filing · view on EDGAR →
NET INCOME (LOSS) FROM CONTINUING OPERATIONS ATTRIBUTABLE TO NEE $ 5,326 | $ 963 | $ (422) | $ 5,867
The pro forma combined statement of income for the six months ended June 30, 2026 shows net income from continuing operations attributable to NEE of $5,867 million, compared to NEE's historical $5,326 million and Dominion's $963 million. Pro forma diluted earnings per share were $2.07 for the six-month period and $3.19 for the full year 2025. The pro forma adjustments reduced earnings by $422 million for the six-month period, primarily due to customer bill credits and merger costs.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify