NextEra Energy, Inc. filed a Form 425 on November 3, 2026, posting rebuttal testimony to its website in connection with the proposed merger with Dominion Energy, Inc., as submitted to the Virginia State Corporation Commission in Case No. PUR-2026-00112.

Key Highlights

  • Subject company: The filing identifies Dominion Energy, Inc. as the subject company, with the related registration statement on Form S-4 bearing File No. 333-297351.
  • Rebuttal testimony date: The public version of the Joint Petitioners' rebuttal testimony was filed with the Virginia State Corporation Commission on November 2, 2026.
  • Scale of intervention: According to the filing, 37 Notices of Participation were filed, 39 Intervenor witnesses submitted approximately 9,000 pages of testimony, and Joint Petitioners responded to more than 3,200 discovery requests, including subparts.
  • Bill credits: The filing describes "nearly $2 billion in bill credits offered by Joint Petitioners," characterized as ensuring customer bills "will be lower than they otherwise would be without the Merger."
  • Statutory standard cited: Robert M. Blue's testimony states the applicable standard under Va. Code Section 56-90 is whether "adequate service to the public at just and reasonable rates" will be "impaired or jeopardized" by the proposed transaction.
  • Staff position: According to the filing, Commission Staff "would not oppose approval subject to additional conditions, nearly all of which the Joint Petitioners have accepted."
  • Opposed condition: The filing states Joint Petitioners "specifically oppose a majority-independent Company board," which Mr. Blue describes as "both unnecessary in light of other agreed protections, and potentially harmful."

Joint Petitioners Submit Rebuttal in Virginia Utility Transfer Proceeding

NextEra Energy, Inc. (NYSE:NEE) posted rebuttal testimony to its website on November 3, 2026, as required under Rule 425 of the Securities Act of 1933. The testimony was submitted to the Virginia State Corporation Commission on behalf of the Joint Petitioners, which the filing identifies as Dominion Energy, Inc., Virginia Electric and Power Company, OSW Project LLC, CS HoldCo, LLC, and NextEra Energy, Inc. The proceeding, Case No. PUR-2026-00112, concerns approval of a disposition and acquisition of control of a public utility under Chapter 5 of Title 56 of the Code of Virginia.

The rebuttal testimony covers multiple witnesses, including Robert M. Blue, Chair, President, and Chief Executive Officer of Dominion Energy, Inc.; Edward H. Baine; J. Scott Gaskill; John Reed; Michael H. Dunne; and John W. Ketchum. Mr. Blue's testimony addresses Intervenor submissions, the applicable statutory review standard, Commission Staff concerns, proposed merger conditions, and the bill credit proposal. According to the filing, more than 1,800 public comments had been submitted in the docket as of the week prior to the rebuttal filing.

On the question of NextEra's unregulated businesses, the filing states Mr. Blue "does not share Staff's concern," explaining that NextEra Energy Resources is described as "low-risk, long-term contracted, diversified, and structurally separated from the parent through non-recourse financing." Regarding proposed ringfencing conditions, the filing states Mr. Blue "outlines several reasonable modifications that balance appropriate financial protection for the Company against preserving the benefits of the combination." The filing also states that Joint Petitioners' "existing job, pay, and headcount commitments are fully adequate" and that they oppose Staff's proposed ten-year limits on headcount reductions or consolidation.

What Was Disclosed

NextEra Energy filed a Form 425 posting rebuttal testimony submitted November 2, 2026, to the Virginia State Corporation Commission regarding the proposed merger with Dominion Energy. The testimony addresses regulatory conditions, bill credits, ringfencing, and the statutory standard for utility transfer approval.