Former Skechers shareholders who sold Class A stock between April 24 and September 12, 2025 may be covered by a proposed securities class action alleging Skechers executives, 3G Capital and adviser Greenhill deflated the stock to push through 3G Capital’s $63-a-share take-private. No class has been certified and there is nothing to file yet.
Allegations Only · No Settlement Yet
This article describes a class action complaint. The statements below are unproven allegations. Skechers, its executives and directors, 3G Capital and Greenhill have not been found liable, there is no certified class, and nothing to claim at this time. This page is informational and is not legal advice.
What Is This About?
Skechers, the footwear company, was taken private by investment firm 3G Capital in a $9.4 billion deal that closed on September 12, 2025. Public holders of Skechers Class A stock (NYSE: SKX) were paid $63 a share in cash.On October 21, 2026, a New York–based private investment fund, SM Merger/Arbitrage, L.P., which says it exchanged its Skechers shares in the deal, filed a proposed class action in the U.S. District Court for the Central District of California: SM Merger/Arbitrage, L.P. v. Skechers U.S.A., Inc., No. 2:26-cv-12327. The 83-page complaint alleges that the $63 price was artificially low and that investors were misled into accepting it, either by selling on the open market or by giving up their shares in the deal.
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Who Is Being Sued
The complaint names Skechers; founder and CEO Robert Greenberg; President Michael Greenberg; Chief Operating Officer David Weinberg; Chief Financial Officer John Vandemore; the five directors on the board’s independent committee that approved the deal; 3G Capital Partners L.P. and its 3G Fund VI, L.P.; 3G Capital co-managing partners Alexandre Behring and Daniel Schwartz; Skechers’ financial adviser Greenhill & Co., LLC; and Greenhill managing director Zahid Ahmed.What the Complaint Alleges
The plaintiff alleges the deal was structured to benefit the Greenberg family at public shareholders’ expense. According to the complaint, public holders were steered into the $63 cash price, while the Greenbergs chose an alternative “mixed” option — $57 in cash plus an equity unit in the new private company per share, which the complaint values at a nominal $86 — letting them take out more than $1 billion in cash while rolling over more than 18 million shares. The complaint says the mixed option was capped at 20% of Skechers’ outstanding stock and limited to longtime holders. The central allegations are that:- Projections were lowered to fit the price. Between April 23 and April 27, 2025, after 3G Capital’s final $63 offer, the complaint alleges executives revised Skechers’ internal financial forecasts downward three times so that Greenhill’s valuation would make $63 look fair.
- Tariffs were blamed for withdrawn guidance. On April 24, 2025, Skechers withdrew its 2025 financial guidance, citing macroeconomic conditions and trade policy. The complaint alleges executives privately told 3G Capital that the U.S.–China tariffs would have minimal impact, and that the withdrawal was meant to depress the stock ahead of the deal announcement.
- The deal was called fair without the full picture. The complaint alleges the August 5, 2025 information statement sent to shareholders described the deal as “fair to and in the best interests of” stockholders while omitting the earlier, higher projections, Greenhill’s higher valuations based on them, and the value of the mixed option.
- The review was rushed. It alleges the independent committee was formed only four days before the deal was approved and that alternatives to the 3G Capital deal were not fully explored.
A Separate Fight in Delaware
The take-private is already the subject of a consolidated shareholder case in the Delaware Court of Chancery, In re Skechers Class Action Merger Litigation, No. 2025-1281-LWW, and of appraisal proceedings by shareholders who dissented from the deal. Citing May 2026 reporting, the federal complaint says Skechers offered dissenting shareholders $65 a share to settle their appraisal demands and later settled with many of them. The new case is different: it is a federal securities-fraud claim aimed at alleged misstatements to the market, and its proposed class includes people who sold on the open market during the five months before the deal closed.What Happens Next
In federal securities class actions, the court typically appoints a lead plaintiff before the case moves forward, after which an amended complaint and motions to dismiss usually follow. As of October 22, 2026, no judge was listed on the public docket and OCA had not seen a lead-plaintiff deadline posted there. There is no settlement and nothing to claim; if the case settles, eligible sellers would typically file a claim with brokerage records.Questions
Who is included in the Skechers securities class action?
The complaint proposes a class of everyone who sold Skechers Class A common stock from April 24, 2025 through September 12, 2025, including shareholders whose shares were exchanged for $63 each when the 3G Capital take-private closed. Defendants, Skechers officers and directors and their families are excluded. No court has certified the class.
What does the Skechers lawsuit allege?
The complaint alleges that Skechers’ top executives lowered the company’s internal financial projections three times in April 2025 so that 3G Capital’s $63-a-share offer would look fair, withdrew 2025 guidance while blaming tariffs they privately viewed as having minimal impact, and issued an information statement that called the deal fair while omitting those facts. The defendants have not been found liable, and the allegations are unproven.
Is there a Skechers settlement or claim form?
No. The case was filed October 21, 2026 and is at the complaint stage. There is no settlement, no certified class and nothing to claim.
How is this different from the Delaware Skechers merger lawsuit?
A separate consolidated shareholder case over the take-private, In re Skechers Class Action Merger Litigation, No. 2025-1281-LWW, is pending in the Delaware Court of Chancery, and dissenting shareholders have pursued appraisal there. The new federal case is brought under the Securities Exchange Act and targets alleged misstatements to the market, and it covers people who sold on the open market as well as in the deal.
