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NEXTERA ENERGY INC 8-K Report, Corporate Update (Aug 11, 2026)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed August 11, 2026
Period End
August 10, 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 August 11, 2026. Cited figures are marked; the original filing is the authoritative source.

This 8-K, filed August 11, 2026, supplements NextEra Energy's (NEE) May 15, 2026 merger agreement to acquire Dominion Energy (D) through a two-step merger, in which Dominion becomes a wholly owned subsidiary of NEE.

Each Dominion common share will receive 0.8138 NEE shares plus a pro rata share of $360 milliona in aggregate cash. Based on NEE's $87.93 closing price on July 30, 2026, the estimated total consideration is about $65.2 billion, including roughly 738 million new NEE shares. The filing itself is primarily a vehicle to file Dominion's June 30, 2026 10-Q financials (Exhibit 99.1) and NEE's unaudited pro forma condensed combined financial statements (Exhibit 99.2) so they can be incorporated into NEE's existing registration statements.

The deal has not closed and remains subject to shareholder approvals from both companies, HSR clearance, and approvals from FERC, the NRC, the Virginia SCC, the North Carolina Utilities Commission, and the South Carolina PSC. The pro forma statements illustrate a large increase in scale. Combined six-month 2026 operating revenue would be about $23.2 billionb versus NEE's historical $14.2 billion, and pro forma total assets would be about $391 billion.

Pro forma net income attributable to NEE is $5.9 billionc for the first half of 2026 and $9.0 billion for fiscal 2025. Pro forma basic EPS is $2.08 for the first half of 2026 (versus NEE's historical $2.56) and $3.19 for 2025 (versus $3.31). The EPS decline reflects the roughly 738 million new shares, the purchase accounting effects, and the $2.25 billion customer bill credit, which reduces revenue by $563 million in the six-month period and $1.125 billion in 2025 on a pro forma basis.

The purchase price allocation is preliminary. Estimated goodwill is about $40.1 billiond, and the filing notes that a 10% change in NEE's share price would move estimated consideration by roughly $6.5 billion, with an equal and opposite effect on goodwill.

Total estimated merger-related transaction costs are about $500 million, of which $250 million is expected to be paid at closing. The filing explicitly cautions that the pro forma figures are illustrative, based on preliminary estimates, and not indicative of future results.

02—Key points

Key Highlights

  1. Two-step all-stock-plus-cash merger: each Dominion share converts into 0.8138 NEE shares plus a pro rata share of $360 million in aggregate cash.
  2. Estimated total consideration of about $65.2 billion ($64.9 billion in stock and $360 million in cash), based on NEE's $87.93 share price on July 30, 2026, with about 738 million new NEE shares issued.
  3. Pro forma 2025 net income attributable to NEE of $8.95 billion, with basic EPS of $3.19 versus NEE's historical $3.31, a modest dilution of roughly 4%.
  4. Pro forma first-half 2026 basic EPS of $2.08 versus NEE's historical $2.56, reflecting the larger share count and purchase accounting effects.
  5. Preliminary goodwill of about $40.1 billion; a 10% move in NEE's stock price would change goodwill by about $6.5 billion.
  6. Transaction costs of about $500 million in total, with $250 million payable at closing, plus a $2.25 billion customer bill credit over 24 months after closing.
  7. Closing remains subject to shareholder votes at both companies, HSR clearance, and approvals from FERC, NRC, Virginia SCC, NCUC, and SC PSC; the S-4 was declared effective July 23, 2026.

03—Questions

Frequently Asked Questions

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

    Each Dominion common share will be converted into 0.8138 shares of NEE common stock plus its pro rata share of an aggregate $360 million in cash, without interest.

  2. How big is the transaction in dollar terms?

    The filing estimates total merger consideration at about $65.2 billion, consisting of about $64.9 billion in NEE stock (roughly 738 million shares at $87.93) and $360 million in cash. The stock value will move with NEE's share price until closing.

  3. How would the deal affect NEE's earnings per share?

    On a pro forma basis, basic EPS would be $3.19 for 2025 versus NEE's historical $3.31, and $2.08 for the first half of 2026 versus $2.56 historically. The filing presents these as illustrative figures based on preliminary estimates, not forecasts.

  4. What are the main conditions and risks before the deal can close?

    Closing requires shareholder approval at both NEE and Dominion, expiration or termination of the HSR waiting period, and approvals from FERC, the NRC, the Virginia SCC, the North Carolina Utilities Commission, and the South Carolina PSC, plus NYSE listing of the new shares. The forward-looking statement section also flags integration risk, potential litigation, regulatory conditions, and rating agency actions.

  5. Are there costs or commitments investors should know about?

    NEE expects about $500 million of total merger-related transaction costs, with about $250 million paid at closing. Dominion's customers will receive $2.25 billion in bill credits over 24 months after closing, reducing revenue. NEE also commits $50 million in incremental charitable contributions over five years across Virginia, South Carolina, and North Carolina.

04—Continue

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