道明尼能源美股招股说明书(2025-10-31版)

In no event will the aggregate sales price of shares of our common stock sold through the sales agents and through the forward sellers under this prospectus supplementexceed $1,800,000,000. The offering of our common stock pursuant to this prospectus supplement will terminate upon the earliest of (1)the sale, under the sales agencyagreements, of shares of our common stock with an aggregate sales price of $1,800,000,000, (2)October 31, 2028 and (3)termination by us or the relevant sales agent,forward purchaser and forward seller at any time upon written notice, solely with respect to their respective sales agency agreement. We intend to use net proceeds received from the sale of shares of our common stock through the sales agent or upon physical settlement of any forward sale agreementfor general corporate purposes See USE OF PROCEEDS in this prospectus supplement. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. In the case of initially priced forward transactions,we expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevantforward purchaser on dates specified by us on or prior to the maturity date of the relevant forward sale agreement. If we elect to cash settle or net share settle an initiallypriced forward transaction, we may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and we may owe cash (inthe case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. In the case of collared forwardtransactions, we expect to receive proceeds upon settlement of the relevant forward sale agreement on the date specified in accordance with the forward sale agreement.To the extent the collared forward sale price for the collared forward transaction exceeds the floor price for the collared forward transaction, we will, subject to certainconditions, have the right to elect to receive such excess in the form of our common stock, instead of cash. See PLAN OF DISTRIBUTION (CONFLICTS OFINTEREST) in this prospectus supplement for more information. Our common stock is listed and traded on the New York Stock Exchange under the symbol “D.” The last reported sale price of our common stock on the New YorkStock Exchange on October 30, 2025 was $59.52 per share. The shares of our common stock to which this prospectus supplement relates will be offered at market prices prevailing at the time of sale. We will pay each sales agent a commission of 1% of the gross sales price of all shares of our common stock sold through it as our sales agent under its respective sales agency agreement. Inconnection with each initially priced forward transaction, the relevant forward seller will receive, reflected in a reduced initial forward price payable by the relevantforward purchaser under its forward sale agreement, a commission of 1% of the sales price of all borrowed shares of our common stock sold during the applicableperiod by it as a forward seller. In connection with each collared forward transaction, the applicable forward seller may receive a commission to be agreed, payable inthe form of a reduction in the proceeds payable to us upon settlement of the relevant collared forward transaction. Investing in our common stock involves risks. SeeRISK FACTORSbeginning on page S-7 of this prospectus supplement for more information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense. BarclaysCitigroupMorgan StanleyTDSecurities CIBC Capital MarketsMizuhoScotiabankWellsFargoSecurities Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this commonstock offering and certain other matters relating to us and our financial condition. The second part, the accompanying base prospectus,gives more general information about securities we may offer from time to time, some of which does not apply to the common stockwe are offering pursuant to this prospectus supplement. Generally, when we refer to the prospectus, we are referring to both parts ofthis document combined. To the extent any information contained or incorporated in the prospectus supplement differs from theinformation contained or incorporated in the accompanying base prospectus, you should only rely on the information contained orincorporated in the prospectus supplement. This document contains and refers you to information that you should consider when making your investment decision, includingother materials filed by us with the Securities an