01—Abstract
Summary
Summary of the 8-K/A filed August 25, 2025. Cited figures are marked; the original filing is the authoritative source.
Dominion Energy, Inc. (NYSE: D) filed this Form 8-K Amendment No. 9 on August 25, 2025, under Item 8.01 (Other Events) and Item 9.01.
The filing contains no financial results, earnings, or material deal announcements. Its sole purpose is to replace the description of the company's capital stock previously filed as Exhibit 99.1 to Amendment No. 8 (December 17, 2024). The update reflects a change in transfer agent, with Computershare Trust Company, N.A. now serving as transfer agent, registrar, and dividend paying agent for the common stock.
The refreshed description is intended for use when SEC forms allow incorporation by reference of the capital stock description. The capitalization snapshot shows authorized capital of 1.77 billion shares, comprising 1.75 billion common and 20 million preferred. As of August 22, 2025, approximately 853 million common shares were outstanding.
About 1 million shares of 4.35% Series C Fixed-Rate Cumulative Redeemable Perpetual Preferred Stock ($1,000a liquidation preference per share) were outstanding as of August 25, 2025. The preferred stock ranks senior to common on dividends and liquidation, and common dividends are restricted while preferred accumulated dividends remain unpaid. For investors, the filing is administrative rather than fundamentally informative about operations or valuation.
Its value lies in confirming the current share count, preferred stock terms, and governance framework, including Virginia anti-takeover provisions, proxy access rights, and forum selection bylaws. Investors should note that the company has not opted out of Virginia's affiliated-transaction and control-share acquisition statutes, which can affect takeover dynamics.
02—Key points
Key Highlights
- Administrative amendment: Amendment No. 9 replaces the capital stock description from Amendment No. 8 (Dec. 17, 2024) solely to reflect a change in transfer agent.
- New transfer agent: Computershare Trust Company, N.A. now serves as transfer agent, registrar, and dividend paying agent for common stock.
- Share capital: 1.77 billion authorized shares (1.75 billion common, 20 million preferred); ~853 million common shares outstanding as of August 22, 2025.
- Preferred stock: ~1 million shares of 4.35% Series C Cumulative Redeemable Perpetual Preferred outstanding, with a $1,000 per-share liquidation preference and senior dividend and liquidation rights over common.
- Dividend restriction: Common dividends cannot be declared or paid until all accumulated preferred dividends are paid or set aside, and the preferred can gain two board seats after three unpaid semi-annual periods.
- Anti-takeover provisions: Company has not opted out of Virginia's affiliated-transaction (two-thirds vote) and control-share acquisition statutes; bylaws require a 15% shareholder threshold to call special meetings.
- Governance: Annual director elections (majority vote, plurality in contests), proxy access for 3% holders held three years (up to 20% of board seats), and Virginia/federal forum selection bylaws.
03—Questions
Frequently Asked Questions
Does this 8-K report any new financial results or material business developments?
No. The filing is administrative. It updates the description of Dominion's capital stock to reflect a change in transfer agent and contains no earnings, operational results, or transaction announcements.
Who is Dominion's transfer agent now?
Computershare Trust Company, N.A. serves as transfer agent, registrar, and dividend paying agent for the company's common stock, according to the updated Exhibit 99.1.
How many common and preferred shares are outstanding?
About 853 million common shares were outstanding as of August 22, 2025, and about 1 million shares of 4.35% Series C preferred stock were outstanding as of August 25, 2025. Authorized capital totals 1.77 billion shares.
What rights do preferred shareholders have over common shareholders?
Preferred stock ranks senior to common for dividends and liquidation. Holders receive $1,000 per share plus accumulated unpaid dividends before common holders in a liquidation. Common dividends are blocked until accumulated preferred dividends are fully paid or set aside. Preferred holders generally have no voting rights unless three semi-annual dividend periods are missed, at which point they can elect two additional directors.
Are there anti-takeover provisions investors should be aware of?
Yes. Dominion is a Virginia corporation that has not opted out of the Virginia Act's affiliated-transaction rules (requiring two-thirds approval for three years after an holder exceeds 10%) or its control-share acquisition provisions. Shareholders holding 15% or more cannot call a special meeting, and written consent by less than unanimous shareholders is unavailable. These can reduce takeover premiums and slow shareholder action.
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