Filed by: NextEra Energy, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Dominion Energy, Inc.
Commission File No.: 001-08489
The following communication was sent by Scott
Bores, President and Chief Executive Officer of Florida Power & Light Company, to employees of Florida Power & Light Company on May 18, 2026.
Team,
By now, you have seen John's note about our planned
combination with Dominion Energy. I wanted to take a moment to speak directly to you about what this means for FPL.
First, I want to say what an honor it is to lead
this team. I do not take that responsibility lightly, and I am deeply grateful for the trust John and our leadership team have placed
in me. I also want to take a moment to recognize Armando. Armando has been an outstanding leader for this organization, and the foundation
we stand on today is a direct reflection of his dedication, vision and commitment to our people and our customers. I know I speak for
all of us when I say we are grateful for everything he has done for FPL. We are fortunate that he will continue to play a critical role
for our company as vice chairman of NextEra Energy, where he will help lead our combination effort and support broader strategic priorities
as a special advisor to John.
The short answer on what today's merger announcement
means for FPL is this: a great deal changes for NextEra Energy as a combined company, and very little changes for us here at FPL.
We will continue doing what we do best, delivering
safe, reliable, affordable power to the more than six million customers who count on us every single day. Our focus remains the same.
And our commitment to our customers and our communities has never been stronger.
What does change is the company behind us gets
even stronger, and I want to be clear about why that matters. Dominion Energy is an outstanding company. They have served their customers
with dedication for more than a century, built a world-class regulated utility business across three high-growth states and established
themselves as the leading utility in Virginia, the world's premier large-load market. They bring deep expertise, strong relationships
and a management team we genuinely respect. We are proud to be joining forces with them.
I am also looking forward to introducing you to
Bob Blue and the Dominion Energy team. They are outstanding professionals with a deep commitment to their customers and communities, and
I know you will welcome them with the same warmth and pride that defines this organization. We will have more opportunities to connect
with them as this process moves forward, and I look forward to building those relationships together.
FPL remains one of the most important and valued
parts of the NextEra Energy family. The work you do every day is the foundation this company is built on, and that will not change.
As always, I am committed to keeping you informed
as this process moves forward. In the meantime, please continue to focus on what you do best. Our customers are counting on us, just as
they always have.
Stay safe and cyber aware.
Forward-Looking Statements
This communication includes “forward-looking
statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact included or incorporated by reference in this communication, including, among other things, statements
regarding the proposed business combination transaction between NextEra Energy, Inc., a Florida Corporation (“NextEra Energy”),
and Dominion Energy, Inc., a Virginia Corporation (“Dominion Energy”), and future events, plans and anticipated results of
operations, business strategies, the anticipated benefits of the proposed transactions, the anticipated impact of the proposed transactions
on the combined company’s business and future financial and operating results, the anticipated closing date for the proposed transactions
and other aspects of NextEra Energy’s or Dominion Energy’s operations or operating results are forward-looking statements.
Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,”
“continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,”
“seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,”
“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”
the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion
of future plans, actions or events can be used to identify forward-looking statements. Where, in any forward-looking statement, NextEra
Energy or Dominion Energy expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith
and believed to be reasonable at the time such forward-looking statement is made. Any forward-looking statement is not a guarantee of
future performance, outcomes or results and is subject to numerous risks, uncertainties and other factors, many of which are beyond NextEra
Energy’s or Dominion Energy’s control, that could cause actual performance, outcomes or results to differ materially from
what is expressed or implied in the forward-looking statement.
These factors include a failure by NextEra
Energy to successfully integrate Dominion Energy’s businesses and technologies, which may result in the combined company not
operating as effectively and efficiently as expected; the risk that the expected benefits of the proposed transactions may not be
fully realized or may take longer to realize than expected; each party’s ability to obtain the approval of its shareholders
required to consummate the proposed transactions and the timing of the closing of the proposed transactions, including the risk that
the conditions to closing are not satisfied on a timely basis or at all or the failure of the transactions to close for any other
reason or to close on the anticipated terms, including with the anticipated tax treatment; the risk that any governmental or
regulatory approval, consent or authorization that may be required for the proposed transactions is not obtained, is delayed or is
obtained subject to conditions that are not anticipated or that cause the termination of the merger agreement and abandonment of the
transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger
agreement by either party; the risk that certain provisions in the merger agreement or the pendency of the transactions may impact
either party’s ability to pursue certain business opportunities or strategic transactions; unanticipated difficulties,
liabilities or expenditures relating to the transactions, including the impact of potential litigation relating to the transactions;
the effect of the announcement, pendency or completion of the proposed transactions on the parties’ business relationships and
business operations generally, including the parties’ relationship with regulators, suppliers, vendors and customers; the
effect of the announcement or pendency of the proposed transactions on the parties’ common stock prices and uncertainty as to
the long-term value of either party’s common stock; risks that the proposed transactions disrupt either party’s current
plans and operations, including due to the diversion of the attention of management from ordinary course business operations, and
potential difficulties in hiring or retaining employees as a result of the proposed transactions; any rating agency actions; and the
impact of the announcement or pendency of the proposed transactions on either party’s ability to access capital, including the
short- and long-term debt markets, on a timely and affordable basis; general worldwide economic conditions and related
uncertainties; the effect and timing of changes in laws or in governmental regulations (including environmental); fluctuations in
trading prices of securities of NextEra Energy and in the financial results of NextEra Energy or Dominion Energy; and the timing and
extent of changes in interest rates, commodity prices and demand and market prices for electricity or gas. The registration
statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission
(“SEC”) will describe additional risks in connection with the proposed transactions. While the list of factors presented
here is, and the list of factors to be presented in the registration statement on Form S-4 and joint proxy statement/prospectus are
considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
For additional information about other factors that could cause actual results to differ materially from those described in the
forward-looking statements, please refer to NextEra Energy’s and Dominion Energy’s respective periodic reports and other
filings with the SEC, including the risk factors contained in NextEra Energy’s and Dominion Energy’s most recently filed
Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q.
Any forward-looking statements included in this
communication represent current expectations and are inherently uncertain and are made only as of the date hereof (or, if applicable,
the dates indicated in such statement). Except as required by law, neither NextEra Energy nor Dominion Energy undertakes or assumes any
obligation to update any forward-looking statements, whether as a result of new information or to reflect subsequent events or circumstances
or otherwise.
No Offer or Solicitation
This communication is not intended to and
shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any
vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Additional Information about the Transactions and Where
to Find It
In connection with the proposed transactions,
NextEra Energy intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of NextEra
Energy and Dominion Energy that also constitutes a prospectus of NextEra Energy. Each of NextEra Energy and Dominion Energy may also file
other relevant documents with the SEC regarding the proposed transactions. This communication is not a substitute for the joint proxy
statement/prospectus or registration statement or any other document that NextEra Energy or Dominion Energy may file with the SEC. The
definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of NextEra Energy and Dominion Energy.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT NEXTERA ENERGY, DOMINION ENERGY, THE
PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors
and security holders will be able to obtain free copies of the registration statement and the joint proxy statement/prospectus (if and
when available) and other documents containing important information about NextEra Energy, Dominion Energy and the proposed transactions,
once such documents are filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with
the SEC by NextEra Energy will be available free of charge on NextEra Energy’s website at http://www.investor.nexteraenergy.com/
or by contacting NextEra Energy’s Investor Relations Department by email at investors@nexteraenergy.com or by phone at (800) 222-4511.
Copies of the documents filed with the SEC by Dominion Energy will be available free of charge on Dominion Energy’s website
at http://investors.dominionenergy.com or by contacting Dominion Energy’s Investor Relations Department by email at investor.relations@dominionenergy.com
or by phone at (804) 819-2438.
Participants in the Solicitation
NextEra Energy, Dominion Energy and certain
of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of
the proposed transactions. Information about the directors and executive officers of NextEra Energy, including a description of
their direct or indirect interests, by security holdings or otherwise, is set forth in (i) NextEra Energy’s proxy statement
for its 2026 annual meeting of shareholders, which was filed with the SEC on April 1, 2026, including under the headings
“Proposal 1: Election as directors of the nominees specified in this proxy statement,” “Director
Compensation,” “Executive Compensation,” and “Common Stock Ownership of Certain Beneficial Owners and
Management” (ii) NextEra Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was
filed with the SEC on February 13, 2026, including under the heading “Item 1. Business—Information About Our Executive
Officers” and (iii) to the extent certain holdings of NextEra Energy securities by its directors or executive officers have
changed since the amounts set forth in NextEra Energy’s proxy statement for its 2026 annual meeting of shareholders, such
changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in
Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership of Securities on Form 5, filed with the
SEC.
Information about the directors and executive
officers of Dominion Energy, including a description of their direct or indirect interests, by security holdings or otherwise, is set
forth in (i) Dominion Energy’s proxy statement for its 2026 annual meeting of shareholders, which was filed with the SEC on March
19, 2026, including under the headings “Item 1: Election of Directors – Director Nominees,” “Compensation of Non-Employee
Directors,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management,”
(ii) Dominion Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February
23, 2026, including under the heading “Information about our Executive Officers,” and (iii) to the extent certain holdings
of Dominion Energy securities by its directors or executive officers have changed since the amounts set forth in Dominion Energy’s
proxy statement for its 2026 annual meeting of shareholders, such changes have been or will be reflected on Initial Statement of Beneficial
Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial
Ownership of Securities on Form 5, filed with the SEC.
Other
information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the definitive joint proxy statement/prospectus and other relevant materials to be filed with
the SEC regarding the proposed transactions when such materials become available. Investors should read the joint proxy statement/prospectus
carefully when it becomes available before making any voting or investment decisions. Copies of the documents filed with the SEC by NextEra
Energy and Dominion Energy will be available free of charge through the website maintained by the SEC at www.sec.gov. Additionally, copies
of documents filed with the SEC by NextEra Energy and Dominion Energy will be available free of charge through the sources indicated above.
