Equity

12 Months Ended

Dec. 31, 2024

Equity [Abstract]

Equity

NOTE 20. EQUITY

Common Stock

Dominion Energy

During 2024, 2023 and 2022, Dominion Energy recorded, net of fees and commissions, $732 million, $94 million and $2.0 billion from the issuance of approximately 14 million, 2 million and 25 million shares of common stock, respectively, as described below.

Dominion Energy Direct® and Employee Savings Plans

Dominion Energy maintains Dominion Energy Direct® and a number of employee savings plans through which contributions may be invested in Dominion Energy’s common stock. These shares may either be newly issued or purchased on the open market with proceeds contributed to these plans. In January 2021, Dominion Energy began issuing new shares of common stock for these direct stock purchase plans. In August 2023, Dominion Energy began purchasing its common stock on the open market for these direct stock purchase plans, and in March 2024, began issuing new shares of common stock. During 2024, 2023 and 2022, Dominion Energy issued 2.7 million, 1.7 million and 2.4 million, respectively, of such shares and received proceeds of $138 million, $94 million and $179 million, respectively.

At-the-Market Program

In 2020, Dominion Energy entered into sales agency agreements to effect sales under a new at-the-market program. Under the sales agency agreements, Dominion Energy could, from time to time, offer and sell shares of its common stock through the sales agents or enter into one or more forward sale agreements with respect to shares of its common stock. Sales by Dominion Energy through the sales agents or by forward sellers pursuant to a forward sale agreement cannot exceed $1.0 billion in the aggregate. In November 2021, Dominion Energy entered forward sale agreements for approximately 1.1 million shares of its common stock to be settled by November 2022 at an initial forward price of $74.66 per share. Except in certain circumstances, Dominion Energy could have elected physical, cash or net settlement of the forward sale agreements. In November 2022, Dominion Energy provided notice to elect physical settlement of the forward sale agreements and in December 2022 received total proceeds of $78 million. This program expired in June 2023.

In May 2024, Dominion Energy entered into sales agency agreements to effect sales under a new at-the-market program. Under the sales agency agreements, Dominion Energy may, from time to time, offer and sell shares of its common stock through the sales agents or enter into one or more forward sale agreements with respect to shares of its common stock. Sales by Dominion Energy through the sales agents or by forward sellers pursuant to a forward sale agreement cannot exceed $1.8 billion in the aggregate. Through August 2024, Dominion Energy entered forward sale agreements for approximately 11.4 million shares of its common stock to be settled by the fourth quarter of 2024 at a weighted-average initial forward price of $53.23 per share. Except in certain circumstances, Dominion Energy could have elected physical, cash or net settlement of the forward sale agreements. In December 2024, Dominion Energy provided notice to elect physical settlement of the forward sale agreements and in December 2024 settled the agreements at a weighted-average final forward price of $52.20 and received total proceeds of $594 million.

Additionally, from September through December 2024, Dominion Energy entered forward sale agreements for approximately 9.7 million shares of its common stock expected to be settled in the fourth quarter of 2025 at a weighted-average initial forward price of $57.78 per share. Except in certain circumstances, Dominion Energy can elect physical, cash or net settlement of the forward sale agreements.

Other Issuances

In May 2022, Dominion Energy issued 0.9 million shares of its common stock, valued at $72 million, to partially satisfy DESC’s remaining obligation under a settlement agreement with the SCDOR discussed in Note 23.

In June 2022, Dominion Energy issued 0.4 million shares of its common stock, valued at $30 million, to partially satisfy its obligation under a settlement agreement for the State Court Merger Case discussed in Note 23.

In June 2022, Dominion Energy issued 19.4 million shares of its common stock to settle the stock purchase contract component of the 2019 Equity Units, as discussed in Note 19, and received proceeds of $1.6 billion.

Repurchase of Common Stock
 

Dominion Energy did not repurchase any shares in 2024, 2023 or 2022, except for shares tendered by employees to satisfy tax withholding obligations on vested restricted stock, which do not count against its stock repurchase authorization.

In November 2020, the Board of Directors authorized the repurchase of up to $1.0 billion of Dominion Energy’s common stock, with $0.9 billion available as of December 31, 2024. This repurchase program does not include a specific timetable or price or volume targets and may be modified, suspended or terminated at any time. Shares may be purchased through open market or privately negotiated transactions or otherwise at the discretion of management subject to prevailing market conditions, applicable securities laws and other factors.

Virginia Power

In the fourth quarter of 2023, Virginia Power issued 49,522 shares of its common stock to Dominion Energy for $3.25 billion with the proceeds utilized to repay substantially all of the outstanding borrowings under Virginia Power’s intercompany credit facility with Dominion Energy. Virginia Power issued the shares pursuant to a Virginia Commission order authorizing the issuance of up to $3.25 billion of common stock to Dominion Energy through the end of 2023 as part of its reasonable efforts to maintain a common equity capitalization to total capitalization ratio of 52.10% through December 2024 in accordance with legislation enacted in Virginia in April 2023 as discussed in Note 13. Virginia Power did not issue any shares of its common stock to Dominion Energy in 2024 or 2022.

Accumulated Other Comprehensive Income (Loss)

Dominion Energy

The following table presents Dominion Energy’s changes in AOCI (net of tax) and reclassifications out of AOCI by component:

	Total Derivative- Hedging Activities(1)(2)			Investment Securities(3)			Pension and other postretirement benefit costs(4)(5)			Equity Method Investees(6)			Total
(millions)
Year Ended December 31, 2024
Beginning balance	$	(216	)	$	—		$	43					$	(173	)
Other comprehensive income    before reclassifications:    gains (losses)		13			(22	)		(2	)					(11	)
Amounts reclassified from AOCI (gains) losses:
Interest and related    charges		43												43
Other income (expense)		—			11			(16	)					(5	)
Total		43			11			(16	)					38
Income tax expense (benefit)		(11	)		(3	)		4						(10	)
Total, net of tax		32			8			(12	)					28
Net current period other    comprehensive income (loss)		45			(14	)		(14	)					17
Ending balance	$	(171	)	$	(14	)	$	29					$	(156	)
Year Ended December 31, 2023
Beginning balance	$	(249	)	$	(44	)	$	56		$	(3	)	$	(240	)
Other comprehensive income    before reclassifications:    gains (losses)		—			55			—			—			55
Amounts reclassified from AOCI (gains) losses:
Interest and related    charges		43			—			—			—			43
Other income (expense)		—			(14	)		(18	)		—			(32	)
Discontinued operations		—			—			—			4			4
Total		43			(14	)		(18	)		4			15
Income tax expense (benefit)		(10	)		3			5			(1	)		(3	)
Total, net of tax		33			(11	)		(13	)		3			12
Net current period other    comprehensive income (loss)		33			44			(13	)		3			67
Ending balance	$	(216	)	$	—		$	43		$	—		$	(173	)

(1)Comprised entirely of interest rate derivative hedging activities.

(2)Net of $58 million, $73 million and $83 million tax at December 31, 2024, 2023 and 2022, respectively.

(3)Net of $5 million, $(2) million and $13 million tax at December 31, 2024, 2023 and 2022, respectively.

(4)Comprised entirely of prior service cost. See Note 22 for additional information.

(5)Net of $(9) million, $(14) million and $(19) million tax at December 31, 2024, 2023 and 2022, respectively.

(6)Net of $— million and $1 million tax at December 31, 2023 and 2022, respectively.

Virginia Power

The following table presents Virginia Power’s changes in AOCI (net of tax) and reclassification out of AOCI by component:

	Total Derivative- Hedging Activities(1)(2)			Investment Securities(3)			Total
(millions)
Year Ended December 31, 2024
Beginning balance	$	15		$	1		$	16
Other comprehensive income before    reclassifications: gains (losses)		13			(5	)		8
Amounts reclassified from AOCI (gains) losses:
Other income (expense)		—			4			4
Total		—			4			4
Income tax expense (benefit)		—			(1	)		(1	)
Total, net of tax		—			3			3
Net current period other comprehensive    income (loss)		13			(2	)		11
Ending balance	$	28		$	(1	)	$	27
Year Ended December 31, 2023
Beginning balance	$	16		$	(7	)	$	9
Other comprehensive income before    reclassifications: gains (losses)		(1	)		7			6
Amounts reclassified from AOCI (gains) losses:
Interest and related charges		1			—			1
Other income (expense)		—			1			1
Total		1			1			2
Income tax expense (benefit)		(1	)		—			(1	)
Total, net of tax		—			1			1
Net current period other comprehensive    income (loss)		(1	)		8			7
Ending balance	$	15		$	1		$	16

(1)Comprised entirely of interest rate derivative hedging activities.

(2)Net of $(10) million, $(5) million and $(5) million tax at December 31, 2024, 2023 and 2022, respectively.

(3)Net of $— million, $— million and $2 million tax at December 31, 2024, 2023 and 2022, respectively.

Stock-Based Awards

The 2024 Incentive Compensation Plan permits stock-based awards that include restricted stock, performance grants, goal-based stock, stock options and stock appreciation rights. The Non-Employee Directors Compensation Plan permits grants of restricted stock and stock options. Under provisions of these plans, employees and non-employee directors may be granted options to purchase common stock at a price not less than its fair market value at the date of grant with a maximum term of eight years. Option terms are set at the discretion of the Compensation and Talent Development Committee of the Board of Directors or the Board of Directors itself, as provided under each plan. No options are outstanding under either plan. At December 31, 2024, approximately 27 million shares were available for future grants under these plans.

In 2022 and 2023, goal-based stock awards were granted in lieu of cash-based performance grants to certain officers who have not achieved a certain targeted level of share ownership prior to 2024. Beginning in 2024, officers were granted performance share awards settling in shares or cash or, for officers who have not achieved a certain targeted level of share ownership at the time of grant, settling in shares. At both December 31, 2024 and 2023, unrecognized compensation cost related to these awards was inconsequential.

Dominion Energy measures and recognizes compensation expense relating to share-based payment transactions over the vesting period based on the fair value of the equity or liability instruments issued. Dominion Energy’s results for the years ended December 31, 2024, 2023 and 2022 include $53 million, $44 million and $36 million, respectively, of compensation costs and $12 million, $10 million and $7 million, respectively, of income tax benefits related to Dominion Energy’s stock-based compensation arrangements. Stock-based compensation cost is reported in other operations and maintenance expense in Dominion Energy’s Consolidated Statements of Income. Excess Tax Benefits are classified as a financing cash flow.

Restricted Stock

Restricted stock grants are made to officers under Dominion Energy’s LTIP and may also be granted to certain key non-officer employees. The fair value of Dominion Energy’s restricted stock awards is equal to the closing price of Dominion Energy’s stock on the date of grant. New shares are issued for restricted stock awards on the date of grant and generally vest over a three-year service period. The following table provides a summary of restricted stock activity for the years ended December 31, 2024, 2023 and 2022:

	Shares (millions)			Weighted-average Grant Date Fair Value
Nonvested at December 31, 2021		1.3		$	76.65
Granted		0.6			75.08
Vested		(0.4	)		77.87
Cancelled and forfeited		(0.1	)		73.15
Nonvested at December 31, 2022		1.4		$	75.56
Granted		1.0			48.99
Vested		(0.4	)		79.89
Cancelled and forfeited		(0.1	)		53.36
Nonvested at December 31, 2023		1.9		$	61.34
Granted		0.7			55.58
Vested		(0.5	)		71.05
Cancelled and forfeited		(0.2	)		43.13
Nonvested at December 31, 2024		1.9		$	57.10

As of December 31, 2024, unrecognized compensation cost related to nonvested restricted stock awards totaled $70 million and is expected to be recognized over a weighted-average period of 2.1 years. The fair value of restricted stock awards that vested was $25 million, $20 million and $31 million in 2024, 2023 and 2022, respectively. Employees may elect to have shares of restricted stock withheld upon vesting to satisfy tax withholding obligations. The number of shares withheld will vary for each employee depending on the vesting date fair market value of Dominion Energy stock and the applicable federal, state and local tax withholding rates.

Cash-Based Performance Grants

Prior to 2024, cash-based performance grants were issued to Dominion Energy’s officers under Dominion Energy’s LTIP. The actual payout of cash-based performance grants will vary between zero and 200% of the targeted amount based on the level of performance metrics achieved.

In February 2021, a cash-based performance grant was made to officers. Payout of the performance grant occurred in January 2024 based on the achievement of two performance metrics during 2021, 2022 and 2023: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group and ROIC. There is an additional opportunity to earn a portion of the award based on Dominion Energy’s relative price-earnings ratio performance. The total of the payout under the grant was $4 million, all of which was accrued at December 31, 2023.

In February 2022, a cash-based performance grant was made to officers. Payout of the performance grant occurred in January 2025 based on the achievement of three performance metrics during 2022, 2023 and 2024: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group, Cumulative Operating EPS and Non-Carbon Emitting Generation Capacity Performance. There was an additional opportunity to earn a portion of the award based on Dominion Energy’s relative price-earnings ratio performance. The total of the payout under the grant was $5 million, all of which was accrued at December 31, 2024.

In February 2023, a cash-based performance grant was made to officers. Payout of the performance grant is expected to occur by March 15, 2026 based on the achievement of three performance metrics during 2023, 2024 and 2025: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group over a 3-year and a 2-year period and Non-Carbon Emitting Generation Capacity Performance. For officers other than the CEO, there is an additional opportunity to earn a portion of the award based on Dominion Energy’s relative price-earnings ratio performance. At December 31, 2024, the targeted amount of the three-year grant was $15 million and a liability of $11 million had been accrued for this award.

Performance Share Awards

Performance share awards are granted under Dominion Energy’s LTIP. The performance share awards are settled in cash at the end of the three-year performance period if certain ownership requirements are satisfied. If the ownership requirements have not been met at the time of grant, then the performance share awards are settled in common stock.

In February 2024, a performance share grant was made to officers. Payout of the performance grant is expected to occur by March 15, 2027, based on the achievement of three performance metrics during 2024, 2025 and 2026: TSR relative to that of companies that are members of Dominion Energy’s compensation peer group, Cumulative Operating EPS and Non-Carbon Emitting Generation Capacity Performance. At December 31, 2024, the targeted amount of the three-year grant was $26 million and a liability of $8 million had been accrued for this award.