Form 8-K Filing by Dominion Energy, Inc.

Dominion Energy, Inc. is filing a Form 8-K to incorporate by reference information regarding the Agreement and Plan of Merger with NextEra Energy, Inc. The merger involves a two-step process where Merger Sub Corp merges with Dominion Energy, and then the surviving entity merges with LLC Sub. The filing details the numerous conditions for completing the merger, including shareholder and governmental approvals, antitrust clearance, and the absence of burdensome conditions or legal restraints. It highlights the potential risks if the merger is not completed, such as negative market reactions, reputational damage, employee retention issues, significant costs, potential litigation, and diversion of management attention. The agreement also includes provisions that limit Dominion Energy's ability to pursue alternative transactions and restrict its business activities during the pendency of the merger, with a potential termination fee of $2.24 billion if the board changes its recommendation. Uncertainty surrounding the merger may disrupt business relationships and negatively impact employee retention and recruitment. Furthermore, if completed, the merger may not achieve the anticipated benefits due to integration challenges and potential regulatory restrictions. This report is not an offer to sell or a solicitation of an offer to buy securities but provides information regarding the proposed transactions.