Published
October 19, 2026
Former Inovalon Holdings stockholders who received $41.00 per share when a Nordic Capital-led consortium took the company private in November 2021 will be paid automatically from a $44 million Delaware stockholder class action settlement; there is no claim form to file. November 10, 2026 is an objection deadline rather than a claim deadline, and the settlement hearing is set for December 4, 2026.
Current Status
There is no claim form and no claim deadline. Eligible class members are paid automatically if the Court approves the settlement, which it preliminarily approved on September 17, 2026. The dates that matter are procedural: objections must be received by November 10, 2026, and the settlement hearing is scheduled for December 4, 2026 at 11:00 a.m. Eastern Time before Chancellor Kathaleen St. Jude McCormick in the Delaware Court of Chancery in Wilmington. No final approval has been granted and no payment date had been announced as of October 19, 2026.Free settlement alerts
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Status
Pending — Automatic Payment
Settlement hearing December 4, 2026 · no final approval yet
Objection Deadline
November 10, 2026
Not a claim deadline — there is nothing to file for payment
Estimated Payout
About $0.57 per share
Before fees and costs · $44M ÷ about 77.2M Class A shares · about $0.39 if the full fee and expense request is granted
Proof Required
Automatic Payment
No claim form to file · paid the same way the $41.00 merger cash was paid
What Changed Recently?
The parties signed the Stipulation and Agreement of Settlement on September 16, 2026, and on September 17, 2026 the Court preliminarily approved the settlement, authorized notice to the class and scheduled the December 4 hearing. The long-form notice is dated October 5, 2026, and Kroll Settlement Administration published the summary notice on October 19, 2026. The settlement resolves City of Sarasota Firefighters’ Pension Fund v. Dunleavy, C.A. No. 2022-0698-KSJM, for $44 million in cash.The settlement amount is paid by Inovalon and its insurers; under the stipulation, none of the defendants contributes to it. It is an all-in figure, so attorneys’ fees and notice and administration costs come out of the $44 million. The agreement followed a September 2025 mediation that ended without a deal; in July 2026 the mediator proposed settling for $44 million, and both sides accepted. The defendants deny all allegations of wrongdoing, fault, liability or damage and say they settled only to avoid the burden and expense of further litigation.
Who Qualifies?
The class covers all record and beneficial holders of Inovalon Holdings, Inc. Class A common stock as of November 24, 2021, the day the take-private closed, who received $41.00 in cash for each share, along with their successors and assigns. Inovalon traded on Nasdaq under the ticker INOV until the deal closed. The class covers Class A stock only.Excluded are the defendants and former defendants, which include Inovalon itself, founder Keith R. Dunleavy and his related entities, early investor André Hoffmann and his investment vehicle, and the former directors named in the case; their parents, subsidiaries, affiliates, partners, executive officers, directors and controlling persons; their immediate families; and any entity in which any of them had a controlling interest on November 24, 2021. A buyer whose purchase had not settled before the closing is treated as the holder of those shares, and a seller of those shares is not.
Why There Is No Opt-Out
On August 18, 2025, the Court certified the class as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), so class members cannot exclude themselves, and if the settlement is approved its release binds every class member. A class member who disagrees can object to the settlement, the plan of allocation or the fee and expense application instead.An objection must be filed with the Court and served on plaintiffs’ and defendants’ counsel so that it is received by November 10, 2026. It must name the case, give the objector’s contact information and signature, explain the specific reasons for the objection, and include documents proving class membership. An objector who wants to speak at the hearing includes that request in the written objection, and an attorney representing an objector must file a notice of appearance so that it is received by November 18, 2026.
How Much Can You Get?
The settlement fund is $44 million plus interest. Each eligible class member’s payment equals the number of eligible Class A shares held at the closing multiplied by a per-share recovery: the net settlement fund divided by the total eligible shares held by all eligible class members. The notice does not state an estimated per-share amount.As an OpenClassActions.com estimate, not a figure from the notice: the complaint cites about 77.17 million Inovalon Class A shares outstanding as of October 31, 2021, which puts the fund at about $0.57 a share before deductions. Plaintiffs’ counsel will ask for litigation expenses of up to $1.5 million and attorneys’ fees of up to 29% of the fund after those expenses, a combined maximum of about $13.8 million. If both are granted in full, the payout falls to about $0.39 a share before notice and administration costs and taxes. Excluded holders’ shares come out of the count, which would raise the per-share figure slightly. Incentive awards of up to $10,000 per plaintiff would be paid out of the fee award, not on top of it, and the Court decides every one of these amounts.
How Will the Payment Reach You?
Nothing needs to be filed. Payments are made the same way the $41.00 merger cash was paid. For shares held in street name, the settlement administrator, Kroll Settlement Administration, uses the Depository Trust Company’s allocation report from the deal to pay each broker or bank, which is responsible for depositing the money into the brokerage account that received the merger cash. Holders of record outside that system are paid directly by the administrator.A check not cashed within three months goes stale. Money left over may be redistributed to identified class members or, if that is not economical, given to the Combined Campaign for Justice, a Delaware legal-aid fund. Payments are made only after the Court approves the settlement and it becomes effective.
What Is the Case About?
On August 19, 2021, Inovalon, a healthcare data and analytics company, agreed to be acquired by an investor group led by Nordic Capital for $41.00 per share in cash, in a deal valued at about $7.3 billion. Stockholders approved it on November 17, 2021, with more than 99% of the minority shares voted in favor, and it closed on November 24, 2021.The plaintiffs, three public pension and retirement funds, filed suit on August 9, 2022. They allege that the $41 price was unfairly low, that the sale process was shaped by conflicts of interest, that Inovalon’s founder, then-CEO and controlling stockholder Keith R. Dunleavy and his related entities received benefits public stockholders did not, including a $700 million equity rollover into the new private company, and that the proxy statement contained material misstatements and omissions. The complaint also alleges that Nordic lowered its offer from $44 to $41 a share during the process and that the financial advisors had undisclosed ties to Nordic and its co-investors.
The defendants deny the claims. They say the deal was fair because a special committee approved it, the price was a significant premium to Inovalon’s unaffected trading price and more than 99% of the minority shares voted in favor, and the special committee members say they relied on their legal and financial advisors. The Court of Chancery dismissed the case on July 31, 2023. On May 1, 2024, the Delaware Supreme Court reversed, holding that the minority vote was not fully informed because the proxy did not adequately disclose the financial advisors’ conflicts with Nordic and members of its buyer group. The case then went through discovery, with more than 140,000 documents produced, 18 fact depositions and four expert depositions, before it settled. No court has found that any defendant breached a duty.
What Happens Next?
The Court will hold the settlement hearing on December 4, 2026 at 11:00 a.m. Eastern Time to decide whether to approve the settlement, the plan of allocation and the fee and expense application, and to hear any objections. The Court may move the hearing or hold it by phone or video without further mailed notice; changes are posted on the official settlement website. Payments can begin only after the Court approves the settlement and it becomes effective, and no payment date had been announced as of October 19, 2026.Sources and Verification
- Official settlement website — Inovalon Stockholder Class Action Litigation
- Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (PDF), dated October 5, 2026
- Summary Notice — issued by Kroll Settlement Administration via PR Newswire (October 19, 2026)
- Stipulation and Agreement of Settlement, Compromise, and Release, dated September 16, 2026
- Verified Class Action Complaint, City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings, Inc., C.A. No. 2022-0698-KSJM (Del. Ch. filed Aug. 9, 2022)
- Harvard Law School Forum on Corporate Governance — Delaware Supreme Court Holds MFW Inapplicable Based on Banker Conflict Disclosure Deficiencies (May 13, 2024)
Questions
Why is there no claim form in the Inovalon settlement?
The class is defined by who held Inovalon Class A shares on November 24, 2021 and received the $41.00 merger price, and the deal’s payment records already identify those holders. The settlement pays them the same way the merger cash was paid, through brokers for shares held in street name and directly for record holders, so eligible class members do not need to submit anything.
Can an Inovalon stockholder opt out of the settlement?
No. The Court certified the class on August 18, 2025 as a non-opt-out class, and the notice says class members are not permitted to request exclusion. A class member who disagrees with the settlement, the plan of allocation or the fee request can object instead; objections must be received by November 10, 2026.
What did the Delaware Supreme Court decide in the Inovalon case?
The Court of Chancery dismissed the case on July 31, 2023. On May 1, 2024 the Delaware Supreme Court reversed, holding that the minority stockholder vote was not fully informed because the proxy statement did not adequately disclose conflicts of the special committee’s financial advisors, J.P. Morgan and Evercore, with Nordic Capital and members of its buyer group. That ruling sent the case back for litigation, which has now settled.
How much of the $44 million could go to the attorneys?
Plaintiffs’ counsel will ask for litigation expenses of up to $1.5 million and attorneys’ fees of up to 29% of the settlement fund after those expenses, a combined maximum of about $13.8 million. Any incentive awards to the plaintiffs, capped at $10,000 each, come out of that fee award. The Court decides the amounts at the December 4, 2026 hearing and can award less.
Who is paying the $44 million in the Inovalon settlement?
Under the stipulation, the settlement amount is paid by Inovalon and its insurers, without any contribution from Keith R. Dunleavy, his related entities or any other defendant. The money goes into an interest-bearing escrow account for the class.
Official Settlement Notice
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Settlement Amount
$44,000,000
Case Title
City of Sarasota Firefighters’ Pension Fund v. Dunleavy
Case Number
C.A. No. 2022-0698-KSJM
Court
Court of Chancery of the State of Delaware
Final Approval Hearing
December 4, 2026 at 11:00 AM ET
Before Chancellor Kathaleen St. Jude McCormick in Wilmington; may be held by phone or video
Administrator
Kroll Settlement Administration LLC
Official Website
Inovalon Stockholder Class Action Litigation
