UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~March 3~~April 8, 2025

Virginia Electric and Power Company

(Exact Name of Registrant as Specified in Its Charter)

Virginia

000-55337

54-0418825

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

600 East Canal Street

Richmond, Virginia

23219

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code (804) 819-2284

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~March~~April 38, 2025, ~~Virginia~~Dominion ~~Electric~~Energy, ~~and~~Inc. ~~Power Company~~ (~~the~~Dominion ~~Company~~Energy) ~~entered~~and ~~into~~two anof ~~underwriting~~its ~~agreement~~wholly-owned ~~(the~~subsidiaries, ~~Underwriting~~Virginia ~~Agreement)~~Electric ~~with~~and ~~BMO~~Power ~~Capital~~Company ~~Markets~~(Virginia ~~Corp.~~Power), ~~Morgan~~and ~~Stanley &~~Dominion ~~Co.~~Energy ~~LLC,~~South ~~PNC Capital Markets LLC~~Carolina, ~~SMBC Nikko Securities America,~~ Inc., ~~TD Securities~~ (~~USA~~DESC) ~~LLC and U.S. Bancorp Investments~~, ~~Inc.,~~entered asinto ~~Representatives~~a ~~for the underwriters named in the Underwriting Agreement, for the sale of~~ $~~625~~7,000,000,000 ~~aggregate~~Sixth ~~principal~~Amended ~~amount~~and ofRestated ~~the~~Revolving ~~Company’s~~Credit ~~2025~~Agreement ~~Series~~(the ACore ~~5.15%~~Credit ~~Senior~~Facility) ~~Notes~~with ~~due~~JPMorgan ~~2035~~Chase ~~(the~~Bank, ~~Series~~ N.A. ~~Senior Notes~~(JPMorgan) ~~and $625~~,~~000,000~~ ~~aggregate~~as ~~principal~~Administrative ~~amount~~Agent, ofMizuho ~~the~~Bank, ~~Company’s 2025 Series B 5~~LTD.~~65%~~ ~~Senior Notes due 2055~~ (~~the~~Mizuho), ~~Series~~Bank Bof ~~Senior~~America, ~~Notes)~~N.A., The ~~Series~~Bank Aof ~~Senior~~Nova ~~Notes~~Scotia and ~~the~~Wells ~~Series~~Fargo BBank, ~~Senior~~N.A., ~~Notes~~as ~~are~~Syndication ~~Senior~~Agents, ~~Debt~~JPMorgan, ~~Securities~~Mizuho, ~~that~~BOFA ~~were~~Securities, ~~registered~~Inc., byThe ~~the~~Bank ~~Company~~of ~~under~~Nova ~~Rule~~Scotia ~~415~~and ~~under~~Wells ~~the~~Fargo Securities, ~~Act of 1933~~LLC, as ~~amended,~~Joint ~~pursuant~~Lead toArrangers aand ~~registration~~Joint ~~statement~~Bookrunners onand ~~Form~~the ~~S-3,~~other ~~which~~agents ~~became~~and ~~effective~~lenders onparty ~~February 21, 2023 (File No~~thereto. ~~333-269881).~~ AThe ~~copy~~Core ofCredit ~~the~~Facility ~~Underwriting~~amends ~~Agreement,~~and ~~including~~restates ~~exhibits~~its ~~thereto,~~predecessor isagreement ~~filed~~in asits ~~Exhibit 1~~entirety.1 ~~to this Form 8-K.~~

~~The~~Virginia ~~Series~~Power Aand ~~Senior~~the co-borrowers can ~~Notes~~use the Core Credit Facility to support bank borrowings and the ~~Series~~issuance Bof ~~Senior~~commercial ~~Notes~~paper, ~~will~~as bewell ~~issued~~as ~~under~~to support the ~~Twentieth~~issuance ~~Supplemental~~of ~~Indenture~~letters ~~and~~of credit. The full amount of the ~~Twenty-First~~Core ~~Supplemental~~Credit ~~Indenture,~~Facility ~~respectively,~~is available to ~~the~~Virginia ~~Company’s~~Power ~~September 1,~~less ~~2017~~any ~~Senior~~amounts ~~Indenture.~~outstanding to ~~The~~co-borrowers Dominion ~~Twentieth~~Energy ~~Supplemental~~and ~~Indenture~~DESC and ~~the~~subject ~~Twenty~~to any sub-~~First~~limits for ~~Supplemental~~Virginia ~~Indenture~~Power ~~are~~agreed ~~filed~~to asamong ~~Exhibits~~Virginia ~~4.2~~Power and ~~4.3,~~the co-borrowers from ~~respectively,~~time to ~~this~~time. ~~Form~~The ~~8-K~~Core Credit Facility matures in April 2030, unless extended.

The foregoing description of the Core Credit Facility does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

Exhibits
1.1		Underwriting Agreement, dated March 3, 2025, among the Company and BMO Capital Markets Corp., Morgan Stanley & Co. LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as Representatives for the underwriters named in the Underwriting Agreement.*
10.1		$7,000,000,000 Sixth Amended and Restated Revolving Credit Agreement, dated as of April 8, 2025, among Dominion Energy, Inc., Virginia Electric and Power Company, Dominion Energy South Carolina, Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Mizuho Bank, LTD., Bank of America, N.A., The Bank of Nova Scotia and Wells Fargo Bank, N.A., as Syndication Agents, JPMorgan Chase Bank, N.A., Mizuho Bank, LTD., BOFA Securities, Inc., The Bank of Nova Scotia and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners and the other agents and lenders party thereto (filed herewith).
4.1		Senior Indenture, dated as of September 1, 2017, among the Company and U.S. Bank Trust Company, National Association (successor to U.S. Bank National Association). (Exhibit 4.1, Form 8-K, File No. 001-02255, as filed September 13, 2017, incorporated by reference).
4.2		Twentieth Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2025 Series A 5.15% Senior Notes due 2035 will be issued. The form of the 2025 Series A 5.15% Senior Notes due 2035 is included as Exhibit A to the Twentieth Supplemental Indenture.*
4.3		Twenty-First Supplemental Indenture to the 2017 Senior Indenture pursuant to which the 2025 Series B 5.65% Senior Notes due 2055 will be issued. The form of the 2025 Series B 5.65% Senior Notes due 2055 is included as Exhibit A to the Twenty-First Supplemental Indenture.*
5.1		Opinion of McGuireWoods LLP.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VIRGINIA ELECTRIC AND POWER COMPANY Registrant /s/ ~~David~~Steven MD. ~~McFarland~~Ridge Name: ~~David~~Steven MD. ~~McFarland~~Ridge Title: Executive Vice President –and ~~Investor~~Chief ~~Relations~~Financial ~~and Treasurer~~Officer

Date: ~~March~~April 59, 2025

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