Nine days before its shareholders vote on the NextEra takeover, Dominion has published the parts of its bankers' arithmetic it left out, and says the two lawsuits that asked for them are without merit

The vote is on 3 September.

Nine days out, Dominion Energy has filed a supplement to the proxy statement its shareholders will vote on, and the reason it gives for filing one is litigation. Several purported shareholders have sent demand letters. Two have gone further and filed complaints in the New York Supreme Court, captioned Scott v. Dominion Energy, Inc., et al., Index No. 654722/2026, and Clark v. Dominion Energy, Inc., et al., Index No. 654742/2026. Both allege that the definitive proxy statement, filed on 28 July, contains disclosure deficiencies or incomplete information about the merger with NextEra Energy, and both assert claims under New York law for negligent misrepresentation and concealment and for negligence against the company and its board. The plaintiffs are asking for an injunction, for damages if the merger completes, and for their costs.

Dominion says the allegations are without merit. It says no supplemental disclosure is required under applicable law, and it specifically denies all of it. Then it made the disclosures anyway, in its own words to avoid the risk of delay and to minimise the expense, and without admitting liability.

That sequence is ordinary in American merger practice. What went into the supplement is the part worth reading.

The two prices

Until Tuesday morning the proxy described the premium analysis Goldman Sachs performed for the Dominion board without giving the numbers underneath it. It gives them now.

Goldman looked at every acquisition announced since January 2016 in which the target was a United States public company, the disclosed enterprise value exceeded $1.0bn and at least 75 percent of the consideration was stock. That is 147 transactions. The median premium across them was 12.5 percent, with a lower quartile of 3.3 percent and an upper quartile of 21.9 percent. Applied to Dominion's undisturbed closing price of $62.97 on 14 May, the day before the board received the opinion, that range implies $65.05 to $76.76 a share.

The second cut is narrower and pays better. Utility targets only, going back to January 2005, at least half stock, mergers of equals excluded. Median premium 20.8 percent, quartiles at 14.2 and 28.1 percent, implying $71.91 to $80.66.

Set against those, the consideration BofA Securities valued at $76.38 as of 15 May sits inside the utility range and 38 cents below the top of the all-industries one.

Two cautions belong with that comparison, and both come from the documents rather than from anywhere else. The undisturbed price is Goldman's, struck on 14 May. The $76.38 is BofA's, struck on 15 May and built as 0.8138 NextEra shares plus an implied 41 cents of cash. No single premium figure appears in this copy because no single adviser calculated one.

What the analysts had

The supplement also names how many analysts each bank looked at, which the proxy did not.

Lazard reviewed eighteen covering Dominion and observed price targets from $58.25 to $67.75, discounted at cost of equity and inclusive of dividends. BofA reviewed fourteen, and put their raw range at $64.00 to $70.00 as of 15 May, worth $58.85 to $64.37 once discounted a year at an estimated midpoint cost of equity of 8.75 percent.

Both ranges end below the deal.

The standstill that expired on signing

One paragraph in the supplement is not about valuation at all.

The background section of the proxy describes an approach from an unnamed Party A. The added sentences record that on 26 March the Dominion chief executive told Party A's chief executive that the board required a higher premium but would move forward with diligence if a non-disclosure and standstill agreement were signed, and that the agreement executed the following day carried a standstill which automatically expired the moment Dominion entered into a definitive agreement.

Dominion signed with NextEra on 15 May. On the face of that sentence, the restriction has been gone since.

NextEra filed too

The parallel filing landed ninety seconds later, from Juno Beach.

NextEra has received demand letters of its own and records no complaint naming it, though the filing says one may be filed. Its language runs the same way as Dominion's and reaches the same place: the joint proxy statement and prospectus complies fully with applicable law, the allegations are entirely without merit, and the company is supplementing voluntarily to moot the claims, avoid nuisance, cost and distraction, and preclude any effort to delay the closing.

Neither company says the disclosures were owed. Both made them nine days before a vote.