Skip to content
AnalystLens

NEXTERA ENERGY INC 8-K Report, Material Agreement (May 18, 2026)

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed May 18, 2026
Period End
May 15, 2026
In the record · 2016–202610-K1110-Q338-K225

NEE filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 225 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Jul ’18Jul ’18
  2. Material agreement8-K · Dec ’20Dec ’20
  3. Leadership change8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Mar ’25Mar ’25

01—Abstract

Summary

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

NextEra Energy (NEE) and Dominion Energy (D) have entered into a definitive Agreement and Plan of Merger, dated May 15, 2026, under which Dominion will combine with NextEra in an all-stock, tax-free transaction.

Dominion shareholders will receive 0.8138 NEE shares per Dominion share plus a one-time $360 milliona cash payment distributed pro rata, with NEE holders owning about 74.5% and Dominion holders about 25.5% of the combined company. The combined company would operate under the NextEra Energy name and ticker, be more than 80% regulated, and claim a rate base of about $138 billion expected to grow roughly 11% annually in regulatory capital employed through 2032. Management projects the deal to be immediately accretive to NextEra's adjusted EPS at closing, with a 9%+ adjusted EPS CAGR target through 2032 (and through 2035) off a 2025 base of $3.71.

The companies also propose $2.25 billionb in customer bill credits for Dominion customers over two years post-close, and expect NextEra's credit downgrade thresholds to improve while Dominion's ratings are upgraded. Closing is targeted in 12 to 18 months and remains subject to shareholder approvals from both companies, HSR clearance, and approvals from FERC, the NRC, and state commissions in Virginia, North Carolina, and South Carolina. For investors, the key considerations are the regulatory path, which carries the risk of conditions or delay, and the termination economics.

NextEra would owe a $6.52 billionc termination fee in certain reciprocal circumstances, and Dominion would owe $2.24 billion in specified cases. A $4.83 billion fee would be payable by NextEra if certain regulatory conditions fail.

The outside date is November 15, 2027, extendable to August 15, 2028. The 8-K is a deal announcement and does not itself include the full S-4 or proxy disclosure needed for a complete valuation.

02—Key points

Key Highlights

  1. All-stock merger: Dominion shareholders receive 0.8138 NEE shares per share plus a one-time $360 million cash payment, with the transaction intended to be tax-free for stock consideration.
  2. Pro forma ownership of about 74.5% for NEE shareholders and 25.5% for Dominion shareholders; the combined company keeps the NextEra Energy name and NEE ticker.
  3. Management targets 9%+ adjusted EPS CAGR through 2032 and expects the deal to be immediately accretive to adjusted EPS at closing.
  4. Combined company is expected to be more than 80% regulated, with about $138 billion of rate base and roughly 11% regulatory capital employed growth through 2032.
  5. Customer commitments include $2.25 billion of bill credits for Dominion customers over two years post-close and $10 million per year of increased charitable giving for five years.
  6. Termination fees are substantial: $2.24 billion payable by Dominion, $6.52 billion payable by NextEra in certain reciprocal cases, and $4.83 billion payable by NextEra if certain regulatory conditions fail.
  7. Closing requires both shareholder approvals plus HSR, FERC, NRC, and state approvals in VA, NC, and SC; the outside date is November 15, 2027, extendable to August 15, 2028.

03—Questions

Frequently Asked Questions

  1. What will Dominion Energy shareholders receive in the transaction?

    Each Dominion common share will convert 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. Dominion shareholders will continue receiving Dominion's current quarterly dividend through closing.

  2. How will ownership of the combined company be split?

    NextEra Energy shareholders are expected to own about 74.5% of the combined company and Dominion Energy shareholders about 25.5%. NEE holders keep the same number of shares they hold immediately before closing.

  3. What are the main regulatory and shareholder hurdles to closing?

    Closing requires approval by a majority of Dominion's outstanding shares and a majority of votes cast by NEE shareholders on the share issuance, expiration of the HSR waiting period, and consents from FERC, the NRC, and the Virginia, North Carolina, and South Carolina commissions without a Burdensome Condition. The companies expect closing in 12 to 18 months.

  4. What happens if the deal fails?

    Termination fees apply in specified circumstances. Dominion would pay $2.24 billion for a superior proposal, a change of recommendation, or certain subsequent alternative transactions. NextEra would pay $6.52 billion in comparable reciprocal situations and $4.83 billion if specified regulatory conditions are not satisfied.

  5. How will the combined company be governed and led?

    John Ketchum will be chairman and CEO. Robert Blue will be president and CEO of regulated utilities and a board member. The board will have 14 members, including four from Dominion. The companies will keep dual headquarters in Juno Beach, Florida and Richmond, Virginia, plus an operational headquarters in Cayce, South Carolina.

04—Continue

← View all 8-K filings