D Dominion Energy Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DOMINION ENERGY, INC.

(Name of Subject Company (Issuer))

DOMINION ENERGY, INC., AS ISSUER

(Name of Filing Persons (Identifying status as offeror, issuer, or other person))

4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock

(Title of Class of Securities)

25746UDD8

(CUSIP Number of Class of Securities)

Carlos M. Brown

Executive Vice President, Chief Legal Officer and Corporate Secretary

Dominion Energy, Inc.

120 Tredegar Street

Richmond, Virginia 23219

(804) 819-2284

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Hannah Thompson Frank

McGuireWoods LLP

Gateway Plaza

800 East Canal Street

Richmond, Virginia 23219

(412) 667-7936

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Dominion Energy, Inc., a Virginia corporation (the “Company”), with the Securities and Exchange Commission (“SEC”) on May 7, 2024, as amended by Amendment No. 1 (the “Amendment No. 1”), filed with the SEC on May 20, 2024 (as amended, the “Schedule TO”). The Schedule TO relates to the offer by the Company to purchase for cash any and all of its outstanding 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value, with a $1,000 liquidation preference per share (the “Series B Preferred Shares”), at a purchase price of $997.50 per share, plus Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 7, 2024 (as amended by Amendment No. 1 and as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and which together with the Offer to Purchase, constitutes the “Offer”), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.

The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to announce the final results of the Offer. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

ITEM 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented as follows:

On June 5, 2024, the Company issued a press release announcing the final results of the Offer, which expired one minute after 11:59 P.M., New York City time, on June 4, 2024. A copy of the press release is filed as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.

ITEM 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

Exhibit (a)(5)(B)

June 5, 2024

Dominion Energy Announces Expiration and Final Results of Cash Tender Offer to

Purchase Any and All of Its Outstanding Series B Preferred Stock

RICHMOND, Va. – Dominion Energy, Inc. (NYSE: D), today announced the expiration and final results of its previously announced tender offer (the Offer) to purchase for cash any and all of its outstanding 4.65% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value, with a $1,000 liquidation preference per share (Series B Preferred Shares), at a purchase price of $997.50 per share, plus Accrued Dividends (as defined below).

The Offer expired one minute after 11:59 P.M., New York City time, on June 4, 2024 (such time and date, the Expiration Date). Based on the final count by the tender agent for the Offer, as of the Expiration Date, 439,590 Series B Preferred Shares (representing $439,590,000 in aggregate liquidation preference) were validly tendered and not validly withdrawn pursuant to the Offer. In accordance with the terms of the Offer, the company has accepted for purchase all such Series B Preferred Shares for an aggregate cost of $438,491,025, excluding Accrued Dividends and fees and expenses relating to the Offer. The Series B Preferred Shares validly tendered and not validly withdrawn and accepted for purchase in the Offer represent approximately 55.0% of the total number of Series B Preferred Shares issued and outstanding as of the Expiration Date. Following completion of the Offer, 360,410 Series B Preferred Shares (representing $360,410,000 in aggregate liquidation preference) will remain outstanding.

All conditions to the Offer were deemed satisfied or waived by the company prior to the Expiration Date. The company expects to pay the aggregate purchase price for all Series B Preferred Shares accepted for purchase in the Offer on June 6, 2024 (the Settlement Date).

As used in connection with the Offer, “Accrued Dividends” means, for each $1,000 liquidation preference of the Series B Preferred Shares, accrued and unpaid dividends from and including December 15, 2023 (which is the most recent dividend payment date with respect to such Series B Preferred Shares), up to, but not including, the Settlement Date, assuming for the purposes of the Offer that a dividend for such Series B Preferred Shares had in fact been declared during such period.

Barclays Capital Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC acted as dealer managers for the Offer. D.F. King & Co. acted as tender agent and information agent for the Offer.

About Dominion Energy

More than 4.5 million customers in 13 states energize their homes and businesses with electricity or natural gas from the company (NYSE: D), headquartered in Richmond, Va. The company is committed to providing reliable, affordable, and increasingly clean energy every day and to achieving Net Zero emissions by 2050. Please visit DominionEnergy.com to learn more.

Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the company. The statements relate to, among other things, expectations concerning the settlement of the Offer, which are subject to various risks and uncertainties. Other risk factors relating to the company’s business more generally are detailed from time to time in the company’s annual report on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. These forward-looking statements speak only as of the date of this Form 8-K. The company assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this release.

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CONTACTS: Media: Ryan Frazier, (804) 836-2083 or C.Ryan.Frazier@dominionenergy.com

Financial Analysts: David McFarland, (804) 819-2438 or David.M.McFarland@dominionenergy.com

Exhibit 107

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

Dominion Energy, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Transaction Value