Filed pursuant to Rule 433

Relating to Preliminary Prospectus Supplement dated August 4, 2025

to Prospectus dated February 21, 2023

Registration No. 333-269879

DOMINION ENERGY, INC.

FINAL TERM SHEET

August 4, 2025

 

    

2025 Series A Junior

Subordinated Notes due 2056

  

2025 Series B Junior

Subordinated Notes due 2056

Principal Amount:    $825,000,000    $700,000,000

Expected Ratings*

(Moody’s/S&P/Fitch):

   Baa3 (negative outlook) / BBB- (stable outlook) / BBB- (stable outlook)    Baa3 (negative outlook) / BBB- (stable outlook) / BBB- (stable outlook)
Trade Date:    August 4, 2025    August 4, 2025
Settlement Date (T+2)**:    August 6, 2025    August 6, 2025
Final Maturity Date:    February 15, 2056    February 15, 2056
Interest Payment Dates:    February 15 and August 15    February 15 and August 15
First Interest Payment Date:    February 15, 2026    February 15, 2026
Interest Rate:    From and including the original issuance date to, but excluding, February 15, 2031 (the First Series A Reset Date) at the rate of 6.000% per year and from and including the First Series A Reset Date, during each Reset Period, at a rate per year equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.262%, to be reset on each Series A Reset Date; provided, that the interest rate during any Reset Period will not reset below 6.000%    From and including the original issuance date to, but excluding, February 15, 2036 (the First Series B Reset Date) at the rate of 6.200% per year and from and including the First Series B Reset Date, during each Reset Period, at a rate per year equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.006%, to be reset on each Series B Reset Date; provided, that the interest rate during any Reset Period will not reset below 6.200%
Optional Deferral of Interest:    Up to 10 consecutive years per deferral    Up to 10 consecutive years per deferral
Par Call:    In whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Series A Reset Date and ending on and including the First Series A Reset Date and (ii) after the First Series A Reset Date, on any interest payment date    In whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the First Series B Reset Date and ending on and including the First Series B Reset Date and (ii) after the First Series B Reset Date, on any interest payment date
Tax Event Call:    In whole, but not in part, at 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after a Tax Event    In whole, but not in part, at 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after a Tax Event
Rating Agency Event Call:    In whole, but not in part, at 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after a Rating Agency Event    In whole, but not in part, at 102% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, at any time within 120 days after a Rating Agency Event
Price to Public:    100.000% of the principal amount    100.000% of the principal amount
Proceeds to the Company Before Expenses:    99.000% of the principal amount    99.000% of the principal amount
CUSIP/ISIN:    25746U DZ9/US25746U DZ93    25746U EA3/US25746U EA34
Joint Book-Running Managers:    Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Santander US Capital Markets LLC, CIBC World Markets Corp. and Mizuho Securities USA LLC


The terms “Reset Period,” “Five-year U.S. Treasury Rate,” “Reset Interest Determination Date,” “Series A Reset Date,” “Series B Reset Date,” “Tax Event” and “Rating Agency Event” have the meanings given in the issuer’s preliminary prospectus supplement dated August 4, 2025.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC, including the preliminary prospectus supplement dated August 4, 2025, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling:

 

Citigroup Global Markets Inc.    1-800-831-9146 (toll-free)
Morgan Stanley & Co. LLC    1-866-718-1649 (toll-free)
Santander US Capital Markets LLC    1-855-403-3636 (toll-free)

 

*

A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**

We expect that delivery of the notes will be made against payment for the notes on the Settlement Date, which will be the second business day following the date of this final term sheet (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of this final term sheet will be required, by virtue of the fact that the notes initially will settle in T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.