Virginia Electric and Power Co.
02/24/2026 | Press release | Distributed by Public on 02/24/2026 15:38
Free Writing Prospectus (Form FWP)
Filed pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated February 24, 2026
to Prospectus dated October 31, 2025
Registration No. 333-291190
VIRGINIA ELECTRIC AND POWER COMPANY
FINAL TERM SHEET
February 24, 2026
|
2026 Series A 4.95% Senior Notes due 2036 |
2026 Series B 5.70% Senior Notes due 2056 |
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| Principal Amount: | $1,250,000,000 | $850,000,000 | ||
|
Expected Ratings* (Moody's/S&P/Fitch): |
A3 (stable outlook) / BBB+ (stable outlook) / A (stable outlook) | A3 (stable outlook) / BBB+ (stable outlook) / A (stable outlook) | ||
| Trade Date: | February 24, 2026 | February 24, 2026 | ||
| Settlement Date (T+4)**: | March 2, 2026 | March 2, 2026 | ||
| Final Maturity Date: | March 15, 2036 | March 15, 2056 | ||
| Interest Payment Dates: | March 15 and September 15 | March 15 and September 15 | ||
| First Interest Payment Date: | September 15, 2026 | September 15, 2026 | ||
| Optional Redemption: | Make Whole Call at T+15 bps prior to December 15, 2035; Par Call on or after December 15, 2035 | Make Whole Call at T+20 bps prior to September 15, 2055; Par Call on or after September 15, 2055 | ||
| Tax Credit Event Redemption: | In whole but not in part at 101% of the principal amount plus accrued and unpaid interest (any notice of redemption may be issued by the later of (a) December 31, 2026 and (b) six months from the date of issuance) | In whole but not in part at 101% of the principal amount plus accrued and unpaid interest (any notice of redemption may be issued by the later of (a) December 31, 2026 and (b) six months from the date of issuance) | ||
| Benchmark Treasury: | 4.125% due February 15, 2036 | 4.625% due November 15, 2055 | ||
| Benchmark Treasury Yield: | 4.039% | 4.697% | ||
| Spread to Benchmark Treasury: | +95 bps | +105 bps | ||
| Reoffer Yield: | 4.989% | 5.747% | ||
| Coupon: | 4.95% | 5.70% | ||
| Price to Public: | 99.693% of the principal amount | 99.328% of the principal amount | ||
| Proceeds to the Company Before Expenses: | 99.043% of the principal amount | 98.453% of the principal amount | ||
| CUSIP/ISIN: | 927804 GX6/US927804GX64 | 927804 GY4/US927804GY48 | ||
| Joint Book-Running Managers: | BofA Securities, Inc., CIBC World Markets Corp., MUFG Securities Americas Inc., Santander US Capital Markets LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, Capital One Securities, Inc., KeyBanc Capital Markets Inc., PNC Capital Markets LLC and SMBC Nikko Securities America, Inc. | |||
| Co-Managers: | Academy Securities, Inc. and Loop Capital Markets LLC | |||
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC, including the preliminary prospectus supplement dated February 24, 2026, for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling:
| BofA Securities, Inc. | 1-800-294-1322 (toll-free) | |
| CIBC World Markets Corp. | 1-800-282-0822 (toll-free) | |
| MUFG Securities Americas Inc. | 1-877-649-6848 (toll-free) | |
| Santander US Capital Markets LLC | 1-855-403-3636 (toll-free) | |
| Truist Securities, Inc. | 1-800-685-4786 (toll-free) | |
| Wells Fargo Securities, LLC | 1-800-645-3751 (toll-free) |
| * |
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** |
We expect that delivery of the Senior Notes will be made against payment for the Senior Notes on the Settlement Date, which will be the fourth business day following the date of this final term sheet (this settlement cycle being referred to as "T+4"). Under Rule 15c6-1 of the SEC under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade Senior Notes on the date of this final term sheet or the next succeeding two business days will be required, by virtue of the fact that the Senior Notes initially will settle in T+4, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. |
Virginia Electric and Power Co. published this content on February 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 24, 2026 at 21:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]