8-K

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): March 6, 2024

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.)

120 Tredegar 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

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 2.01

Completion of Acquisition or Disposition of Assets.

On March 6, 2024, Dominion Energy, Inc. (Dominion Energy) completed the previously announced disposition of Dominion Energy Questar Corporation (the Company), including the East Ohio Gas Company (d/b/a Dominion Energy Ohio) (East Ohio) and related entities, pursuant to the Purchase and Sale Agreement dated as of September 5, 2023 (the Purchase Agreement), by and between Dominion Energy and Enbridge Elephant Holdings, LLC (the Purchaser), a wholly-owned subsidiary of Enbridge Inc., a Canadian corporation (the Transaction). Pursuant to the Purchase Agreement, Dominion Energy sold to Purchaser, and Purchaser purchased from Dominion Energy, all of Dominion Energy’s right, title and interest in and to all of the issued and outstanding shares of capital stock in the Company.

At the closing of the Transaction, Purchaser provided total consideration of approximately $4.3 billion in cash, subject to post-closing adjustments, and the assumption by Purchaser of approximately $2.3 billion of related long-term debt, totaling a value of $6.6 billion for the Transaction.

East Ohio includes Dominion Energy’s regulated natural gas sales, transportation, gathering, storage and distribution operations in Ohio that serves approximately 1.2 million residential customers.

The Purchase Agreement and the Transaction contemplated thereby are more fully described in Dominion Energy’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 5, 2023, which description is incorporated herein by reference. Such description and the foregoing description of the Transaction and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and to such Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(b) Pro forma financial information

Pro forma financial information with respect to the Transaction is not required to be filed with this Current Report on Form 8-K because Dominion Energy has previously reported the results of the disposed business as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2023.

(d) Exhibits


2.1		Purchase and Sale Agreement, dated as of September 5, 2023, by and between Dominion Energy, Inc. and Enbridge Elephant Holdings, LLC (Exhibit 2.1, Form 8-K filed September 5, 2023, File No. 001-08489, incorporated by reference).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Steven D. Ridge
Name:		Steven D. Ridge
Title:		Executive Vice President and Chief Financial Officer

Date: March 7, 2024

SEC Form 8-K filed by Dominion Energy Inc.