What will Dominion Energy shareholders receive in the merger?

Each Dominion common share will be converted into 0.8138 shares of NextEra Energy common stock plus a pro rata share of a $360 million one-time cash payment, which is taxable and is paid without interest. Fractional shares are settled in cash based on NextEra's 10-day VWAP ending two trading days before closing.

When is the deal expected to close, and what could delay it?

The companies expect closing in 12 to 18 months from the May 2026 announcement. Timing depends on shareholder approvals from both companies, HSR clearance, and approvals from FERC, the NRC, and the Virginia, North Carolina and South Carolina commissions. The merger agreement can be terminated if the First Merger is not completed by November 15, 2027, subject to extension to August 15, 2028 if regulatory conditions remain unmet.

What happens to Dominion's dividend and preferred stock?

Dominion shareholders will continue receiving the current quarterly dividend through closing. After closing, Dominion shareholders will participate in NextEra's dividend policy, which the presentation describes as 6% annual growth through 2028. Dominion's 4.35% Series C preferred stock must be redeemed before the effective time if closing occurs after January 15, 2027.

What fees apply if the deal falls apart?

Dominion would owe NextEra a $2.24 billion termination fee in specified circumstances, such as a board change of recommendation or a superior proposal, or an alternative transaction within 12 months after a failed Dominion shareholder vote. NextEra would owe Dominion $6.52 billion in comparable circumstances, and $4.83 billion if the deal fails on certain regulatory conditions.

What commitments has NextEra made to customers and employees?

NextEra has proposed $2.25 billion in bill credits for Dominion customers in Virginia, North Carolina and South Carolina over two years after closing, and an increase of about $10 million per year in charitable giving for five years. It has also committed to maintaining Dominion's Richmond headquarters and Cayce operational headquarters, retaining about 15,000 employees with compensation and benefits protections, and keeping Dominion's utility names.

D 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed May 18, 2026. Cited figures are marked; the original filing is the authoritative source.

On May 15, 2026, Dominion Energy (NYSE: D) agreed to be acquired by NextEra Energy (NYSE: NEE) in an all-stock merger structured as a two-step transaction (a First Merger with Dominion surviving as a wholly owned subsidiary, followed immediately by a Second Merger into an NextEra LLC subsidiary).

Each Dominion share will convert into 0.8138 NextEra shares plus a pro rata share of a $360 million^a one-time cash payment, with fractional shares settled in cash. The companies describe the deal as creating the largest regulated electric utility by market capitalization, with pro forma NextEra shareholders owning about 74.5% and Dominion shareholders about 25.5% of the combined company, and an expected close in 12 to 18 months. For Dominion investors, the key economics are the exchange ratio, the cash payment, and the dividend path.

Dominion shareholders keep receiving the current quarterly dividend through closing, then participate in NextEra's dividend policy (6% annual growth through 2028 per the investor presentation). Dominion's Series C preferred stock must be redeemed before closing if the merger has not closed by January 15, 2027. The deal carries a $2.24 billion^b termination fee payable by Dominion in specified circumstances, and a $6.52 billion fee payable by NextEra in comparable circumstances, plus a $4.83 billion regulatory-related fee payable by NextEra.

Closing requires Dominion and NextEra shareholder approvals, HSR clearance, and approvals from FERC, the NRC, and the state commissions in Virginia, North Carolina and South Carolina, with an outside date of November 15, 2027 (extendable to August 15, 2028). The filing is primarily a disclosure of a signed agreement, so investors should weigh the announced benefits (a $2.25 billion^c customer bill credit program, the dual headquarters commitment, and projected 9%+ adjusted EPS growth for the combined company) against execution and regulatory risk. Shares of Dominion will be delisted and deregistered upon closing, so the investment thesis will shift from Dominion stock to NextEra stock at the exchange ratio.

02—Key points

Key Highlights

Dominion Energy is being acquired by NextEra Energy in an all-stock deal: each Dominion share converts into 0.8138 NextEra shares plus a pro rata share of a $360 million cash payment.
Pro forma ownership of the combined company is about 74.5% NextEra and 25.5% Dominion, with a 14-member board that includes four Dominion designees and John Ketchum as chairman and CEO.
Termination fees are $2.24 billion payable by Dominion, $6.52 billion payable by NextEra in comparable circumstances, and $4.83 billion payable by NextEra on certain regulatory failures.
Closing is subject to approvals from both companies' shareholders, HSR clearance, FERC, NRC, and the Virginia, North Carolina and South Carolina commissions, with an outside date of November 15, 2027 (extendable to August 15, 2028).
NextEra has committed to $2.25 billion in customer bill credits over two years post-close, along with dual headquarters in Richmond and Juno Beach and an operational headquarters in Cayce, SC.
Dominion shareholders keep the current quarterly dividend through closing, then move to NextEra's dividend policy of 6% annual growth through 2028 per the investor presentation.
The combined company targets 9%+ adjusted EPS growth through 2032 and a 9%+ target through 2035, with a stated expectation that the deal is immediately accretive to NextEra's adjusted EPS at closing.

03—Questions

Frequently Asked Questions

What will Dominion Energy shareholders receive in the merger?
Each Dominion common share will be converted into 0.8138 shares of NextEra Energy common stock plus a pro rata share of a $360 million one-time cash payment, which is taxable and is paid without interest. Fractional shares are settled in cash based on NextEra's 10-day VWAP ending two trading days before closing.
When is the deal expected to close, and what could delay it?
The companies expect closing in 12 to 18 months from the May 2026 announcement. Timing depends on shareholder approvals from both companies, HSR clearance, and approvals from FERC, the NRC, and the Virginia, North Carolina and South Carolina commissions. The merger agreement can be terminated if the First Merger is not completed by November 15, 2027, subject to extension to August 15, 2028 if regulatory conditions remain unmet.
What happens to Dominion's dividend and preferred stock?
Dominion shareholders will continue receiving the current quarterly dividend through closing. After closing, Dominion shareholders will participate in NextEra's dividend policy, which the presentation describes as 6% annual growth through 2028. Dominion's 4.35% Series C preferred stock must be redeemed before the effective time if closing occurs after January 15, 2027.
What fees apply if the deal falls apart?
Dominion would owe NextEra a $2.24 billion termination fee in specified circumstances, such as a board change of recommendation or a superior proposal, or an alternative transaction within 12 months after a failed Dominion shareholder vote. NextEra would owe Dominion $6.52 billion in comparable circumstances, and $4.83 billion if the deal fails on certain regulatory conditions.
What commitments has NextEra made to customers and employees?
NextEra has proposed $2.25 billion in bill credits for Dominion customers in Virginia, North Carolina and South Carolina over two years after closing, and an increase of about $10 million per year in charitable giving for five years. It has also committed to maintaining Dominion's Richmond headquarters and Cayce operational headquarters, retaining about 15,000 employees with compensation and benefits protections, and keeping Dominion's utility names.

04—Continue

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