Published
October 15, 2026
Former Exabeam common stockholders whose shares were cancelled for no payment when LogRhythm acquired Exabeam on or about July 2, 2024 will be paid automatically from the Exabeam stockholder class action settlement — $7 million in cash plus Class C units worth up to $13.5 million that may pay nothing; there is no claim form to file. November 25, 2026 is an objection deadline rather than a claim deadline, and the settlement hearing is set for December 9, 2026.
Current Status
There is no claim form and no claim deadline. Eligible class members are paid automatically if the Court approves the settlement. The only deadline is procedural: written objections, and any notice of intention to appear at the hearing, must be received by November 25, 2026. The settlement hearing is scheduled for December 9, 2026 at 3:15 p.m. ET before Vice Chancellor Paul A. Fioravanti Jr. of the Delaware Court of Chancery, in Wilmington or by Zoom at the Court’s discretion. No final approval has been granted, and no payment date had been announced as of October 15, 2026.Free settlement alerts
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Status
Pending — Automatic Payment
Settlement hearing December 9, 2026 · no final approval yet
Objection Deadline
November 25, 2026
Must be received by this date · not a claim deadline
Estimated Payout
Pro rata share of $7M cash
Split by cancelled shares · plus Class C units capped at $13.5M with no guaranteed payout
Proof Required
Automatic Payment
No claim form — paid from Exabeam’s stockholder records at the merger closing
What Changed Recently?
On September 30, 2026, Vice Chancellor Paul A. Fioravanti Jr. granted, with modifications, a scheduling order that preliminarily certifies the class for settlement purposes, approves the form of notice, appoints A.B. Data Notice and Claims Administration as the settlement administrator and sets the December 9 hearing. The order follows a stipulation of settlement the parties entered into as of September 17, 2026 and filed with the Court on September 18. The court-approved notice to class members is dated October 7, 2026, and the order also calls for a summary notice to run on PR Newswire.The lawsuit, Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF, was filed on September 20, 2024. The defendants moved to dismiss it on January 31, 2025. An in-person mediation on October 28, 2025 ended without a deal, but further negotiations through the mediator produced an agreement in principle on February 19, 2026 and a signed term sheet on April 1, 2026. Exabeam, its directors and CEO, and the venture investors that held its preferred stock deny all wrongdoing, and the settlement is not an admission of liability by any of them.
Who Qualifies?
The class covers every record and beneficial holder of Exabeam common stock whose shares were cancelled in connection with the merger on or about July 2, 2024, together with their successors and assigns. According to the settlement documents, that is 343 individuals and entities holding 9,928,400 common shares. Payment is based on the shares a class member held at the closing, because those are the shares that were cancelled.Excluded are the defendants; their affiliates, parents, subsidiaries, partners, executive officers, directors, heirs, successors, assigns and controlling persons; members of their immediate families; and entities any of them controlled when the merger closed. Also excluded is any stockholder who received units in Excalibur Aggregation L.P. under a Common Unit Grant Agreement that contained a release of claims against the defendants. The company gave plaintiffs’ counsel a schedule of those excluded stockholders, and the proposed judgment requires any of them who receives money from the fund to return it.
Why Class Members Cannot Opt Out
The Court preliminarily certified the class as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Those rules carry no right of exclusion, so if the settlement is approved its release binds every class member and bars separate claims over the merger against the released parties, a group that includes Excalibur CombineCo, L.P., Excalibur Aggregation L.P. and LogRhythm Parent, LP as well as the defendants. A class member who disagrees can object to the settlement, the plan of allocation or the fee request instead.The stipulation also covers the possibility that the Court will not approve a non-opt-out settlement. In that case the parties agreed to negotiate in good faith over an opt-out version, with a threshold of opt-outs at which the defendants alone could choose to terminate it.
How Much Can You Get?
The settlement has two parts, and they work very differently. The first is $7,000,000 in cash, to be paid into an interest-bearing escrow account: $250,000 within 21 days of the stipulation being signed and the remaining $6,750,000 no later than 14 days before the settlement hearing. Exabeam represented in the stipulation that its insurers intend to fund the cash in full.Notice and administration costs, the attorneys’ fee and expense award, and other fund expenses and costs the Court approves are paid out of the cash first. What remains, the net settlement fund, is divided pro rata. The administrator calculates a per-share recovery by dividing the net fund by the total number of eligible shares, and each class member receives that figure multiplied by the number of eligible shares they held at the closing. The notice does not state a per-share amount, and none can be known until the Court rules on fees and the deductions are final. The Court may also approve the plan of allocation as proposed or change it without further notice.
The second part is equity: newly created Class C units of Excalibur CombineCo, L.P., the parent partnership formed in the merger, with a potential value of up to $13.5 million. Both the stipulation and the notice state that there is no guarantee these units will result in a distribution of the full $13.5 million, or of any amount at all.
How the Class C Units Would Pay
The units do not go to class members individually. Within 25 days after the Court enters a final judgment, class members are to form an entity the documents call the Aggregator, and within 30 days after the judgment Exabeam is to cause the Class C units to be issued to it. The Aggregator then issues its own units to class members pro rata, based on each member’s cancelled common shares as a percentage of all common shares in the class. The units are recorded in book-entry form only, no class member has to contribute any capital to receive them, and the stipulation describes them as restricted securities that are not freely tradeable when issued.Whether the units ever pay depends on the distribution waterfall in the equity term sheet attached to the stipulation. Distributions by the parent, including the proceeds of any sale of the partnership, are paid in this order:
- First, holders of Class A units receive their unreturned capital.
- Second, holders of participating Class B units receive distributions until the institutional holders reach the “Minimum Return Threshold.”
- Third, once that threshold is met, holders of Class C units share pro rata with certain vested incentive units, subject to a “Maximum Return Amount” of $13.5 million.
- Fourth, everything left goes to the participating Class B units.
What Proof or Notice ID Is Required?
None is needed to be paid. There is no claim form, no notice ID to enter and no documentation to send. The stipulation required Exabeam to give plaintiffs’ counsel or the administrator a list of the registered holders of its common stock at the merger closing, with their mailing addresses and share counts, and the administrator pays each record owner from those records. Record holders whose name or address has changed can report the change through the official settlement website.Documentation comes into play only for objections. An objection has to include proof that the objector is a class member; the scheduling order describes that proof as copies of brokerage account statements or an authorized statement from the objector’s broker showing the holdings.
What Is the Deadline?
No claim deadline exists, because there is nothing to file for payment. The dates in the court-approved notice are:- November 25, 2026: written objections must be received.
- November 25, 2026: notices of intention to appear at the hearing, including any appearance by a class member’s own lawyer, must be received.
- December 9, 2026, 3:15 p.m. ET: settlement hearing in the Court of Chancery in Wilmington, or by Zoom at the Court’s discretion.
How Do You Take Action?
Nothing has to be filed to receive a payment. The official settlement website carries the notice, the stipulation and its exhibits, the scheduling order and the complaint, and it is where any change to the hearing will be posted.A class member who wants to object to the settlement, the plan of allocation or the fee request files a written objection with the Register in Chancery and serves it on plaintiffs’ counsel and defendants’ counsel, with an emailed copy to each counsel listed in the notice, so that everything is received by November 25, 2026. The objection must name the case and its civil action number, give the objector’s name, address and telephone number (and the same for any lawyer), be signed, state each objection and the reasons and evidence behind it, and include proof of class membership. A class member who also wants to speak at the hearing must file and serve a notice of appearance by the same date and list any witnesses or exhibits. The notice says class members are not required to hire a lawyer to object or appear; a lawyer who is hired is at the class member’s own expense. The notice lists the filing and service addresses. It also asks that no one call or write the Court or the Register in Chancery about the notice.
Class members who do not object do not need to attend the hearing or do anything else to be paid.
Attorneys’ Fees and Incentive Awards
Plaintiffs’ counsel, Kahn Swick & Foti, LLC and Block & Leviton LLP, will ask the Court for a fee and expense award of up to 17.5% of the settlement fund plus expenses. Any incentive award to the plaintiffs, up to $5,000 each, is to come out of that fee award rather than from class members’ shares. The fee request is measured against the settlement fund, but the award is to be paid only from the $7 million cash portion, so whatever the Court grants reduces the cash left for the class. The Court decides the amount, and class members are not personally liable for any fees or expenses. The fee application is due at least 28 days before the hearing.What Is the Case About?
Exabeam was a privately held, venture-backed cybersecurity company incorporated in Delaware. On May 4, 2024 it agreed to merge with affiliates of Thoma Bravo, L.P., and on or about July 2, 2024 LogRhythm, a Thoma Bravo portfolio company, acquired it in a stock-for-stock deal. The venture investors, who held enough votes to approve the deal, approved it by written consent; common stockholders received an information statement on or about June 18, 2024 asking them to approve the merger and waive their appraisal rights.According to that information statement, the deal implied a price of about $500 million, while the preferred stockholders’ combined liquidation preference was about $615 million. Because the preference exceeded the price, common stockholders received nothing and their shares were cancelled. Preferred holders and certain employees, managers and others received units of Excalibur CombineCo, L.P., the post-merger parent.
The plaintiffs allege that the merger unfairly wiped out the common shares through a flawed process. They claim the venture investors manipulated the deal terms to cap Exabeam’s share of the combined company at 49.9%, accepting a lower valuation for Exabeam in exchange for benefits the common holders did not share, and that the cap let the deal count as a “Liquidation Event” under Exabeam’s charter so the preferred shares rolled into the parent while the common shares were cancelled. The complaint also alleges that common stockholders were not told about the May 4 written consent until June 18, which the plaintiffs say violated the prompt-notice requirement of Delaware’s Section 228. The suit brought breach of fiduciary duty claims against the directors and the CEO, an aiding-and-abetting claim against the venture investors, and the Section 228 claim against Exabeam.
These are allegations, and no court has ruled on them. The defendants deny every allegation of wrongdoing, deny that the information statement or the sale process was deficient, maintain that the merger consideration was fair, and contend that the common shares were not “in the money” at any reasonable valuation of the company. They say they settled to end the burden, expense and risk of further litigation.
What Happens Next?
At least 28 days before the hearing, the plaintiffs file their briefs supporting the settlement and plan of allocation along with the fee application, and replies to any objections are due at least seven days before the hearing. The $6,750,000 balance of the cash is due no later than 14 days before the hearing. On December 9, 2026, the Court will consider whether to finally certify the non-opt-out class, approve the settlement and the plan of allocation, and grant the fee and incentive-award requests, and it will hear any properly filed objections.A hearing is not an approval. If the Court approves the settlement and enters judgment, the Aggregator and the Class C unit issuance follow on the 25-day and 30-day timelines in the stipulation. Cash is distributed only after the judgment becomes final, including the expiration or resolution of any appeal, and after the Court enters a separate order authorizing the specific distribution. No payment date has been announced.
Sources and Verification
- Official settlement website — Exabeam Stockholder Settlement
- Court documents page on the official settlement website
- Stipulation and Agreement of Settlement, Compromise, and Release (PDF), entered into as of September 17, 2026 and filed September 18, 2026
- Scheduling Order With Respect to Notice and Settlement Hearing, granted September 30, 2026 (PDF)
- Verified Class Action Complaint, public version filed September 24, 2024 (PDF)
- Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (PDF), dated October 7, 2026
- Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF, Court of Chancery of the State of Delaware (earlier filings carry the suffix -MTZ)
OpenClassActions.com is a consumer news and information site, not a law firm. This article is general information about the Exabeam stockholder settlement. It is not legal advice, and reading it does not create an attorney-client relationship.
Questions
Do former Exabeam stockholders have to file anything to be paid?
There is no claim form. The court-approved notice says eligible class members receive their share without submitting any paperwork, if the Court approves the settlement. The administrator works from Exabeam’s stockholder records of who held common shares when the merger closed on or about July 2, 2024. The November 25, 2026 date applies only to objections and notices of intention to appear.
Are the Exabeam Class C units guaranteed to pay $13.5 million?
The settlement documents say there is no guarantee the units will pay the full $13.5 million or any amount at all. The term sheet pays the Class C units only after the institutional holders of the combined company have received 1.50 times their total equity investment, and $13.5 million is the maximum, not an expected value.
Can a former Exabeam stockholder sell the settlement units?
The stipulation describes the units as restricted securities under the federal securities laws that are subject to contractual transfer restrictions and are not freely tradeable when issued. Class members receive units in an aggregator entity, not directly in the parent partnership, and are bound by the aggregator’s governing documents. No capital contribution is required to receive them.
Why can Exabeam stockholders not opt out of the settlement?
The Court preliminarily certified the class as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), which do not give class members a right to exclude themselves. If the settlement is approved, its release binds every class member. A class member who disagrees with the settlement, the plan of allocation or the fee request can file a written objection instead.
Who is left out of the Exabeam settlement class?
The defendants are excluded, along with their affiliates, parents, subsidiaries, partners, executive officers, directors, heirs, successors, assigns and controlling persons, members of their immediate families, and entities any of them controlled when the merger closed. Also excluded is any stockholder who received units in Excalibur Aggregation L.P. under a Common Unit Grant Agreement that released claims against the defendants.
How are Exabeam shares held through a broker handled?
Under the proposed plan of allocation, the administrator pays each record owner of Exabeam common stock as of the merger closing. Brokers and other nominees that held Exabeam common shares for someone else between May 4, 2024 and the closing are asked to forward the notice to those beneficial owners, or to give the administrator their names and addresses so it can send the notice directly, within the time limits the notice sets.
Official Settlement Notice
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Settlement Amount
$7,000,000 cash plus Class C units worth up to $13,500,000
Case Title
Mihovilovic v. Exabeam, Inc.
Case Number
C.A. No. 2024-0976-PAF
Court
Court of Chancery of the State of Delaware
Final Approval Hearing
December 9, 2026 at 3:15 PM ET
Before Vice Chancellor Paul A. Fioravanti Jr. in Wilmington; may be held by Zoom
Administrator
A.B. Data Notice and Claims Administration
Official Website
Exabeam Stockholder Settlement
