Dominion and NextEra File Joint Petition for Virginia SCC Approval of Merger

Summary — Dominion Energy and NextEra Energy have formally initiated Virginia's review of their proposed merger by seeking State Corporation Commission approval for NextEra's acquisition of indirect control of Dominion Energy Virginia. The filing marks a key milestone in the broader regulatory approval process, with the companies proposing a range of customer and operational commitments as they pursue a target closing in the second half of 2027.

On July 15, 2026, Dominion Energy, Inc., Virginia Electric and Power Company (Dominion Energy Virginia), NextEra Energy, Inc., and related entities filed a Joint Petition (the “Joint Petition”) with the Virginia State Corporation Commission (the “Commission”) seeking approval under Virginia’s Utility Transfers Act for NextEra’s acquisition of indirect control of Dominion Energy Virginia through the companies’ proposed holding company merger. The filing formally commences the Virginia regulatory review process for one of the transaction’s principal state approvals.

Background

The Joint Petition follows the parties’ execution of an Agreement and Plan of Merger on May 15, 2026. Under the proposed transaction, NextEra would acquire Dominion through a two-step holding company merger, with Dominion Energy Virginia remaining a separately incorporated Virginia public utility operating under its existing name, service territory, and regulatory framework. The filing states that the parties currently expect the transaction to close during the second half of 2027, subject to receipt of all required regulatory approvals and satisfaction of other closing conditions.

Transfers Act Approval

The petition seeks approval under Chapter 5 of Title 56 of the Virginia Code (the “Transfers Act”) because the transaction results in an indirect transfer of control of Dominion Energy Virginia. Although the Joint Petition indicates that no utility assets are being transferred and no changes to existing rates or service are proposed, Commission approval is required before the change in control can occur. The petition also requests confirmation that any approval extends to OSW Project LLC, a Dominion affiliate that owns the Coastal Virginia Offshore Wind (CVOW) project.

Under the Transfers Act, the standard for approval of the proposed transaction is as follows:

If and when the Commission, with or without hearing, shall be satisfied that adequate service to the public at just and reasonable rates will not be impaired or jeopardized by granting the prayer of the petition, the Commission shall make such order in the premises as it may deem proper and the circumstances require, and thereupon it shall be lawful to do the things provided for in such order . . . . (emphasis added).[1]

Key Regulatory Timeline

Virginia’s Transfers Act establishes an expedited review schedule once the Commission determines that a complete application has been filed:

• July 15, 2026 – Joint Petition filed with the Commission.
• Within 60 days of filing a complete application – The Commission must approve or deny the petition unless it extends the review period.
• Up to an additional 120 days – The Commission may extend the statutory review period by order.
• If the Commission does not act within the statutory period – The application is deemed approved by operation of law.
• Second half of 2027 – Anticipated closing of the merger, assuming receipt of all required regulatory approvals and satisfaction of closing conditions.

Assuming the Commission determines that a complete application was filed on July 15, 2026, the 60-day deadline occurs on September 13, 2026, and if the Commission extends the review period by an additional 120 days, the 180-day deadline occurs on January 11, 2027.

Key Merger Commitments

To support approval under the Transfers Act, in the Joint Petition, Dominion and NextEra propose a package of voluntary commitments, including:

• Approximately $2.25 billion in shareholder-funded customer bill credits for Dominion customers across Virginia, North Carolina, and South Carolina, with approximately $1.78 billion (approximately 79%) allocated to Virginia customers over a 24-month period following closing. Credits are designed to provide a typical residential customer using 1,000 kWh per month with a $10 monthly bill credit;
• A commitment that customers will bear no merger-related costs, including transaction expenses, financing costs, acquisition premiums, restructuring costs, or transition costs;
• Establishment of Richmond, Virginia, as a dual corporate headquarters alongside Juno Beach, Florida;
• Continuation of Dominion Energy Virginia’s existing management team, including Edward H. Baine as President;
• Commitments to maintain separate books and records, preserve strong investment-grade credit metrics, and maintain local operational decision-making;
• Commitment by NextEra to provide equity financing, as needed, to Dominion Energy Virginia to maintain its capital structure and credit metrics;
• Employee protections, including 18 months of job protection following closing and two years of compensation and benefits protection for non-union employees; and
• An additional $10 million annually in shareholder-funded charitable contributions for at least five years following closing, allocated among Virginia, North Carolina, and South Carolina consistent with historical average giving levels.

Further, with respect to the Virginia Clean Economy Act, in testimony submitted by Edward Baine, President of Dominion Energy Virginia, he states that “[Dominion Energy Virginia] will remain fully dedicated to the nation-leading public policy priorities that Virginia has established, including through the Virginia Clean Economy Act (‘VCEA’), with its reliability backstop, and related commitments and targets in other legislation.”

Additional Regulatory Approvals

The filing notes that the merger also requires additional approvals and other closing conditions, including:

• the Federal Energy Regulatory Commission;
• the Nuclear Regulatory Commission;
• the North Carolina Utilities Commission;
• the South Carolina Public Service Commission;
• expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; and
• shareholders of both Dominion and NextEra.

The parties also commit to providing the Commission Staff with bi-weekly status updates regarding these approvals until the Virginia proceeding is resolved.