JPM | US Special Situations Daily: July 10, 2026

Research evidence excerpt

JPM | US Special Situations Daily: July 10, 2026

price as of October 31, 2025), a

$600 million one-time cash payment to mitigate dividend dilution, dual headquarters, four Dominion board seats (of 12), and

a continuing executive role for Dominion’s CEO, Robert Blue. After due diligence and negotiations, NextEra delivered an

updated proposal on March 16, 2026, increasing the premium to 22.3%. Following further feedback from Dominion, NextEra

submitted a revised written proposal on April 1, 2026, which included a higher customer bill credit (verbally indicated as

$2.25 billion), acceptance of a 7% regulatory termination fee, clarified employee protections and management roles, and

increased community giving. Dominion requested additional improvements, including a make-whole dividend cash payment

of at least $360 million and longer employee protections, leading to continued negotiations and final agreement terms.

Meanwhile, Party A made unsolicited outreach on March 6, 2026, and after signing a non-disclosure and standstill agreement

on March 27, 2026, submitted an indicative proposal on March 24, 2026, which was an all-stock transaction with a premium

materially below NextEra’s, no customer bill credits, and general commitments to expedited diligence and local management.

Party A revised its proposal on April 22, 2026, and again on May 1 and May 14, 2026, but each time the premium remained

significantly lower than NextEra’s. Dominion continued to request higher premiums and clearer customer and management

commitments from Party A, but Party A’s offers were not competitive, and Dominion ultimately proceeded with NextEra’s

superior terms.

JP Morgan Research

• Transports 2Q26 Preview: Cautious on NT Road Ahead, But Not Yet At Peak (-JBHT/CSX/NSC, +LTLs) Plus FDX