On July 15, 2026, Dominion Energy (Dominion), NextEra, and their affiliated companies filed a merger application at the Virginia State Corporation Commission (SCC). NextEra, a large utility holding company based in Florida, proposes to acquire Dominion and its subsidiaries. This includes Dominion Energy Virginia, which is the state-regulated utility serving approximately 2.7 million Virginia customers. The combined companies would be the world’s largest utility holding company by market capitalization.
NextEra proposes to acquire Dominion through a transaction valued at approximately $77 billion. This acquisition would include all of Dominion’s assets and debt. Under the proposal, Dominion would become a subsidiary of NextEra, but remain a Virginia electric utility regulated by the SCC. Dominion shareholders would own about 25.5% of the combined company if the merger is approved.
The transaction will require approval from several state and federal agencies, including the SCC, and regulatory commissions in North Carolina and South Carolina. Dominion subsidiaries provide electric utility service in North Carolina and South Carolina.
The SCC is required to review the proposed transaction under the Utility Transfers Act (Chapter 5 of Title 56, Sections 56-88.1 – 56-90 of the Code of Virginia). In particular, Code Section 56-88.1 provides that any “acquisition or disposition of control of a public utility” is subject to SCC review and approval. Because NextEra proposes to acquire Dominion, including control of all of its affiliated companies, SCC approval is required.
The Utility Transfers Act, at Section 56-90, requires the SCC to determine whether the proposed transaction will “impair or jeopardize” Dominion’s ability to provide adequate electric service in Virginia at just and reasonable rates. The SCC also has broad general authority under Title 56 of the Code and the Virginia Constitution to regulate and control all companies providing retail utility service in Virginia. The SCC may choose to do a deeper public interest analysis of the proposed merger to ensure that the transaction is consistent with Virginia’s public policies and provides long-term benefits to the Commonwealth.
When the SCC and other state commissions review merger applications, they often impose conditions designed to protect the utility’s existing customers. The SCC, for example, may choose to approve the merger only if the utilities agree to certain commitments. Those commitments could include things such as:
customer rate credits or a temporary freeze on rate increases;
other measures designed to protect consumers from the transaction costs or added risks associated with the merger;
commitments to maintain Dominion’s Richmond headquarters, workforce, and local management in Virginia;
commitments to adhere to Virginia’s energy efficiency and clean energy laws and regulations;
temporary restrictions on shareholder dividends, new equity issuances, or loans or financing agreements between the utilities;
agreements designed to shield Virginia consumers from NextEra’s unregulated market activities;
safeguards to ensure Dominion maintains a strong credit rating and adequate investment in Virginia’s electric system;
terms and conditions for the fair allocation of costs associated with Virginia’s data center buildout;
transparency or accounting requirements designed to ensure that ratepayer funds are not used directly or indirectly for lobbying, campaign contributions, or other political influence activities in Virginia, in other states, or at the federal level.
There is no precedent for a transaction of this size or complexity in Virginia. We expect the SCC will publish a procedural order shortly allowing for an evidentiary hearing process. That process will likely allow for interested party intervention, discovery, expert witness testimony, public comments, and an evidentiary hearing. The Utility Transfers Act allows the SCC a maximum of 180 days to review the application.
All future filings will be publicly available in the SCC’s online docket for Case No. PUR-2026-00112.
