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): May 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 8.01

Other Events.

On May 6, 2024, Dominion Energy, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA 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 2024 Series A Enhanced Junior Subordinated Notes due 2055 (the Series A EJSNs) and $1,000,000,000 aggregate principal amount of the Company’s 2024 Series B Enhanced Junior Subordinated Notes due 2054 (the Series B EJSNs). The Series A EJSNs and the Series B EJSNs are Junior Subordinated Notes 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 Series A EJSNs and Series B EJSNs will be issued under the Sixteenth Supplemental Indenture and Seventeenth Supplemental Indenture, respectively, to the Company’s June 1, 2006 Subordinated Indenture II, as supplemented and amended by the Third Supplemental and Amending Indenture, dated June 1, 2009. The Sixteenth Supplemental Indenture and the Seventeenth Supplemental Indenture are filed as Exhibits 4.3 and 4.4, respectively, to this Form 8-K.

Item 9.01

Financial Statements and Exhibits.


Exhibits

1.1		Underwriting Agreement, dated May 6, 2024, among the Company and Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as Representatives for the underwriters named in the Underwriting Agreement.*

4.1		Junior Subordinated Indenture II, dated June 1, 2006, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q for the quarter ended June 30, 2006 filed August 3, 2006, File No. 1-8489).

4.2		Form of Third Supplemental and Amending Indenture to the Junior Subordinated Indenture II, dated June 1, 2009, among the Company, The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.) as Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed June 15, 2009, File No. 001-08489).

4.3		Sixteenth Supplemental Indenture, dated May 1, 2024, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2024 Series A Enhanced Junior Subordinated Notes due 2055 will be issued. The form of the 2024 Series A Enhanced Junior Subordinated Notes due 2055 is included as Exhibit A to the Sixteenth Supplemental Indenture.*

4.4		Seventeenth Supplemental Indenture, dated May 1, 2024, between the Company and Deutsche Bank Trust Company Americas, as Series Trustee, pursuant to which the 2024 Series B Enhanced Junior Subordinated Notes due 2054 will be issued. The form of the 2024 Series B Enhanced Junior Subordinated Notes due 2054 is included as Exhibit A to the Seventeenth Supplemental Indenture.*

5.1		Opinion of McGuireWoods LLP.*

8.1		Tax 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 20, 2024

SEC Form 8-K filed by Dominion Energy Inc.