UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): February 03, 2025

Date of report (Date of earliest event reported) October 22, 2024

Virginia Electric and Power Company

(Exact ~~Name~~name of Registrant as Specified in Its Charter)

Virginia	~~000-55337~~	000-55337	54-0418825
(State or other jurisdictionof incorporation)	(CommissionFile Number)		(IRS EmployerIdentification No.)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
120 Tredegar Street
Richmond, Virginia			23219
(Address of Principal Executive Offices)			(Zip Code)

120 Tredegar StreetRichmond, Virginia		23219
(Address of Principal Executive Offices)		(Zip Code)

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

   

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))

☐ 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. ☐

~~Explanatory~~Item ~~Note~~7.01 Regulation FD Disclosure.

AsOn ~~previously disclosed, on~~ February ~~21,~~ ~~2024~~3, ~~Virginia Electric and Power Company (Virginia Power)~~2025, ~~a wholly-owned subsidiary of~~ Dominion Energy, Inc., ~~and Dunedin Member LLC~~ (~~Investor~~Dominion Energy), ~~an affiliated investment vehicle of Stonepeak Partners LLC, entered into an Equity Capital Contribution Agreement (~~the ~~Contribution~~parent ~~Agreement)~~company ~~relating to the development~~ of Virginia ~~Power’s~~Electric ~~Coastal~~and ~~Virginia~~Power ~~Offshore Wind commercial project (CVOW). As contemplated by the Contribution Agreement~~Company, ~~effective~~issued ~~October 22,~~a ~~2024,~~press ~~Virginia~~release ~~Power contributed all of its rights, title~~ and ~~interest~~posted ina ~~the~~presentation ~~assets~~to ~~relating~~its toinvestor ~~CVOW~~relations ~~(except~~website ~~for~~concerning certain ~~specified~~updates ~~assets)~~on tothe ~~OSW~~Coastal ~~Project~~Virginia ~~LLC~~Offshore Wind (~~OSW~~CVOW) ~~in exchange for 100% of the Class A Units of OSW and Investor contributed approximately $2~~project.~~6 billion~~ inCopies ~~cash, which amount represents 50%~~ of the ~~CVOW~~press ~~development~~release and ~~construction~~presentation ~~costs~~are ~~incurred~~furnished ~~through~~herewith ~~such~~as ~~date~~Exhibits ~~less an initial withholding of $145 million, to OSW in exchange for 100% of the Class B Units of OSW~~99.1 Asand ~~discussed in more detail below, Virginia Power controls OSW through its majority representation on OSW’s board of directors, while Investor has customary minority interest rights~~99. ~~Also on October 22~~2, ~~2024~~respectively, ~~OSW~~and ~~distributed~~incorporated ~~the~~herein ~~cash contributed to it~~ by ~~Investor to Virginia Power as provided for in the Contribution Agreement~~reference.

The information in this Item 17.01 ~~Entry~~and Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into aany ~~Definitive~~filing ~~Material~~under ~~Agreement~~the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

OnItem October 22, 2024, Virginia Power, together with Investor, entered into the Limited Liability Company Agreement of OSW (the LLC Agreement). The LLC Agreement, among other things, provides for additional capital contributions, cash distributions, governance rights, transfer and exit rights and other arrangements for OSW. Under the terms of the LLC Agreement, Virginia Power and Investor are each required to make mandatory contributions to OSW of additional capital necessary to fund the remaining construction costs up to a total of $11.3 billion. In the event that the total construction costs exceed a total of $11.3 billion (which is $1.5 billion more than the current budget for CVOW), Investor will have the option to make additional capital contributions if the total costs, excluding financing costs, are between $11.3 billion and $13.7 billion, with Virginia Power contributing between 67% and 83% of such contributions. If Investor chooses not to make additional capital contributions, Virginia Power will receive an increased ownership percentage of OSW for any contributed capital. If the final construction costs of CVOW are under $9.8 ~~billion, excluding financing costs, Virginia Power will receive $100 million of the initial withholding referred to above, but if the final construction costs of CVOW are over $9~~.~~8 billion,~~01 ~~the~~Other ~~amount of the initial withholding received by Virginia Power will be adjusted downwards and no withheld amounts will be received if the total costs (excluding financing costs) exceed $11~~Events.3 billion. The LLC Agreement further provides that at any time prior to CVOW achieving commercial operation, Virginia Power has the right but not the obligation to call Investor’s ownership interest in OSW within one year after an Investor failure to make certain mandatory capital contributions to OSW.

~~Under~~On ~~the~~February ~~LLC~~3, ~~Agreement~~2025, ~~OSW~~Dominion ~~will~~Energy ~~initially~~provided ~~have~~an aupdate ~~seven-member~~for ~~board~~the ofCoastal ~~directors~~Virginia ~~that~~Offshore ~~will~~Wind ~~retain~~(CVOW) ~~the~~project ~~day-to-day~~including ~~management~~a ofchange ~~OSW,~~in ~~subject~~total toproject ~~certain~~cost ~~approval~~that ~~rights~~reflects ~~reserved~~a ~~for~~revised ~~Investor~~estimate ~~or for both owners~~ of ~~OSW.~~network ~~Virginia~~upgrade ~~Power~~costs ~~will~~assigned beby ~~entitled~~PJM to ~~appoint~~CVOW. aEstimated ~~majority~~total ofproject ~~the~~costs ~~directors serving on the board~~ for soCVOW, ~~long~~inclusive asof itcontingency ~~maintains at least a 25% ownership interest in OSW~~ and isexcluding ~~the~~financing ~~project~~costs, ~~manager~~have ~~under~~increased ~~the~~from ~~project~~approximately ~~management agreement~~$9.8 ~~Investor~~billion ~~will have the right~~ to ~~appoint~~approximately a$10.7 ~~director for each 16~~billion.5% ~~ownership~~After ~~interest~~accounting ~~that~~for itcost ~~holds~~sharing inprovisions ~~OSW.~~approved Inby the ~~event that~~ Virginia ~~Power~~State ~~owns~~Corporation ~~less~~Commission, ~~than~~the aexpected ~~25%~~average ~~ownership~~impact ~~interest~~of inthis ~~OSW~~change oron ~~is no longer~~ the ~~project~~typical ~~manager~~residential ~~under~~customer ~~the~~bill ~~project~~using ~~management agreement~~1,000 ~~then~~kWh ~~Virginia~~per ~~Power~~month ~~will~~over ~~have~~ the ~~right~~project’s tolifetime ~~appoint~~is a43 ~~director~~cents ~~for~~per ~~each 16~~month.5% ~~ownership~~There ~~interest~~is ~~that~~no itchange ~~owns in OSW. The LLC Agreement also contains certain Investor protections, including, among other things, requiring Investor approval for OSW~~ to ~~take~~the ~~certain~~project’s ~~fundamental~~expected ~~actions. The LLC Agreement also permits quarterly cash distributions to Investor and Virginia Power depending~~ on-time acompletion ~~number~~at ~~of factors. In addition,~~ the ~~LLC~~end ~~Agreement~~of ~~contains certain transfer restrictions and other transfer rights and obligations applicable to both Investor and Virginia Power~~2026.

~~Also~~The onexpected ~~October 22,~~total ~~2024,~~project ~~Virginia~~cost ~~Power~~reflects increases in projections for onshore electrical interconnection costs and ~~OSW~~network ~~entered~~upgrade ~~into~~costs aassigned to the project ~~management~~by ~~agreement~~PJM, ~~providing~~specifically incorporating consideration of PJM’s December 2024 publication of potential transmission network upgrades required for ~~Virginia~~certain ~~Power~~generation projects and related cost allocations, including those attributable to ~~have~~CVOW. ~~full~~The ~~control~~Company’s ofestimate for the ~~management,~~2.6 ~~design,~~GW ~~procurement,~~project’s ~~construction,~~projected ~~commissioning~~levelized cost of energy, ~~completion~~including renewable energy credits, ~~operations~~is approximately $62/MWh, ~~maintenance~~compared ~~and~~to ~~decommissioning~~the initial filing submission of ~~CVOW~~$80-90/MWh. onAs discussed in Note 11 to the ~~terms~~Consolidated Financial Statements in the ~~project~~Company’s ~~management~~Quarterly ~~agreement~~Report oron asForm ~~otherwise~~10-Q ~~mutually~~for ~~agreed~~the byperiod ~~Virginia~~ended ~~Power~~September ~~and~~30, ~~Investor.~~2024, ~~The~~the ~~form~~Company ofclosed on the ~~project~~sale ~~management~~of ~~agreement~~a is50% ~~included~~noncontrolling asinterest anin ~~exhibit~~CVOW to ~~the~~Stonepeak Partners, LLC ~~Agreement~~(Stonepeak) pursuant to which Stonepeak will contribute 50% of the remaining capital necessary to fund construction of the CVOW provided the total project cost, excluding financing costs, is less than $11.3 billion.

The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the LLC Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits
10.1		Limited Liability Company Agreement of OSW Project LLC, dated as of October 22, 2024.*
99.1		Press Release dated February 3, 2025*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.2		Presentation dated February 3, 2025*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished ~~Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K~~herewith. The registrant agrees to furnish supplementally a copy of any omitted schedule or other similar attachment to the U.S. Securities and Exchange Commission upon request. In addition, portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to promptly furnish supplementally an unredacted copy of the exhibit to the U.S. Securities and Exchange Commission upon request.

~~SIGNATURE~~SIGNATURES

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/ Steven D. Ridge Name: Steven D. Ridge Title: Executive Vice President andChief Financial Officer


			VIRGINIA ELECTRIC AND POWER COMPANY Registrant



Date:	February 3, 2025	By:	/s/ David M. McFarland
			David M. McFarland Vice President - Investor Relations and Treasurer

Date: October 25, 2024

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