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    SEC Form 8-K filed by Dominion Energy Inc.

    5/13/25 10:02:12 AM ET
    $D
    Electric Utilities: Central
    Utilities
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    8-K
    DOMINION ENERGY, INC false 0000715957 0000715957 2025-05-06 2025-05-06
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported) May 6, 2025

     

     

    Dominion Energy, Inc.

    (Exact Name of Registrant as Specified in Its Charter)

     

     

     

    Virginia   001-08489   54-1229715
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    600 East Canal Street
    Richmond, Virginia
      23219
    (Address of Principal Executive Offices)   (Zip Code)

    Registrant’s Telephone Number, Including Area Code (804) 819-2284

     

    (Former Name or Former Address, if Changed Since Last Report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

      ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

      ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

      ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

      ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange
    on which registered

    Common Stock, no par value   D   New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     
     


    Item 8.01

    Other Events.

    On May 6, 2025, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement, for the sale of $1,000,000,000 aggregate principal amount of the Company’s 2025 Series C 4.60% Senior Notes due 2028 (Series C Senior Notes). The Series C Senior Notes are Senior Debt Securities that were registered by the Company under Rule 415 under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3, which became effective on February 21, 2023 (File No. 333-269879). A copy of the Underwriting Agreement, including exhibits thereto, is filed as Exhibit 1.1 to this Form 8-K.

    The Thirtieth Supplemental Indenture to the Company’s June 1, 2015 Senior Indenture, pursuant to which the Series C Senior Notes will be issued, is filed as Exhibit 4.2 to this Form 8-K.

     

    Item 9.01

    Financial Statements and Exhibits.

     

    Exhibits     
     1.1    Underwriting Agreement, dated May 6, 2025, among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as Representatives for the underwriters named in the Underwriting Agreement.*
     4.1    Senior Indenture, dated as of June 1, 2015, among the Company and Deutsche Bank Trust Company Americas, as Trustee (Exhibit 4.1, Form 8-K filed June 15, 2015, File No. 1-8489, incorporated by reference).
     4.2    Thirtieth Supplemental Indenture to the Senior Indenture, dated May 1, 2025, pursuant to which the 2025 Series C 4.60% Senior Notes due 2028 will be issued. The form of the 2025 Series C 4.60% Senior Notes due 2028 is included as Exhibit A to the Thirtieth Supplemental Indenture.*
     5.1    Opinion of McGuireWoods LLP.*
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
    *

    Filed herewith.


    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    DOMINION ENERGY, INC.
    Registrant

    /s/ David M. McFarland

    Name:   David M. McFarland
    Title:  

    Vice President – Investor Relations

    and Treasurer

    Date: May 13, 2025

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