Published
September 1, 2026
Former PowerSchool Holdings stockholders who received $22.80 per share in cash when the Bain Capital acquisition closed on October 1, 2024 will be paid automatically from a $26.5 million Delaware stockholder class action settlement; there is no claim form to file. The October 19, 2026 date is an objection deadline rather than a claim deadline, and the settlement hearing is set for November 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 dates that do matter are procedural: written objections must be received by October 19, 2026, and a notice of intention to appear at the hearing must be received by October 23, 2026. The settlement hearing is scheduled for November 9, 2026 at 3:15 p.m. before Vice Chancellor Lori W. Will in the Delaware Court of Chancery, and the Court may hold it by telephone or videoconference at its discretion. No final approval has been granted and no payment date has been announced, so nothing is being distributed yet.
Status
Pending — Automatic Payment
Settlement hearing November 9, 2026.
Objection Deadline
October 19, 2026
Not a claim deadline — there is nothing to file for payment.
Estimated Payout
About $0.44 per share
Before fees, expenses and costs are deducted · roughly 60.2M shares in the class.
Proof Required
Automatic Payment
No claim form to file — payment follows the route the merger cash took.
What Changed Recently?
The parties signed the settlement stipulation on July 16, 2026, and the Court has since entered a scheduling order directing that notice go out to the class and setting the November 9, 2026 hearing. That notice is what opened the objection window now running.The settlement followed a mediation that did not resolve the case on its first attempt. The parties met with a mediator on April 30, 2026 without reaching agreement, talks continued, and on May 20, 2026 the mediator made a double-blind recommendation to settle for $26.5 million, which both sides accepted on May 22, 2026. Trial had been scheduled for the week of February 22, 2027.
The defendants deny all allegations of wrongdoing, fault, liability or damage, and deny that the plaintiffs stated a valid claim. No court has found any defendant liable. The defendants state they are settling to avoid the burden, expense and distraction of continued litigation.
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Who Qualifies?
The class covers all former holders of PowerSchool Holdings, Inc. common stock as of the October 1, 2024 closing of the acquisition who received $22.80 per share in cash in exchange for their shares. It covers both beneficial owners and record holders, and extends where needed to legal representatives, heirs, successors-in-interest, transferees and assignees of those holders.Excluded are the defendants; anyone who was, at the closing, an officer, director or partner of PowerSchool, Vista Equity Partners Management, LLC, Onex Corporation or Bain Capital Private Equity, LP; the immediate family members of those people; any trusts, estates, entities or accounts that held the stock for their benefit; and the legal representatives, heirs, successors, transferees and assigns of any of them.
Selling before the closing takes a holder outside the class, because the class is defined by receipt of the $22.80 cash consideration. The notice addresses one edge case directly: someone who bought shares but whose purchase had not settled by the October 1, 2024 closing is treated as the eligible holder for those shares, and the person who sold them is not.
Why You Cannot Opt Out of This One
This is the unusual feature of the case and it is worth understanding before the objection deadline. The Court certified the class on February 16, 2026 as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Classes certified under those provisions carry no exclusion right.Class members therefore cannot remove themselves from the settlement to pursue an individual case. If the settlement is approved, the release binds every class member and bars them from bringing or continuing claims covered by it against the released parties. A class member who thinks the settlement is inadequate has one route, which is to object by October 19, 2026, not to walk away.
How Much Can You Get?
PowerSchool, or its insurers, will pay $26,500,000 in cash into an escrow account for the class. The notice states there are approximately 60.2 million shares in the class, which works out to roughly $0.44 per share before deductions.That figure is a starting point, not a payment. Taxes, notice and administration costs, any attorneys' fees awarded, and any litigation expenses awarded all come out of the fund first, and what remains is the net settlement fund. Plaintiffs' counsel intend to ask for fees of up to 25% of the settlement amount plus expenses of up to $500,000. The Court decides the final amounts, so the actual per-share payment will be below $0.44.
Each eligible class member's payment is the number of eligible shares held multiplied by a per-share recovery, calculated by dividing the net settlement fund by the total eligible shares. Class members are not personally liable for any fees or expenses.
How Will the Payment Reach You?
Payments are made the same way the merger consideration was made. For shares held in street name, that means the payment goes to the brokerage that held the shares at the closing, and the broker is responsible for depositing it into the same account that received the $22.80 per share cash.For shares held of record rather than through a broker, the Settlement Administrator pays the record holder directly. Class members do not need to submit anything to receive their payment, but keeping contact and account details current with the broker that held the shares is worthwhile, particularly for anyone who has since closed that account.
If a payment cannot be delivered or a check goes uncashed past its stale date, the remaining balance is redistributed to identifiable class members where that is cost-effective, and otherwise goes to the Combined Campaign for Justice.
What Is the Case About?
In June 2024, PowerSchool announced a merger agreement under which entities affiliated with Bain Capital Private Equity, LP would acquire roughly 51% of the company's outstanding common shares for $22.80 per share in cash, while Vista Equity Partners and Onex rolled over some of their shares so that each would own about 24.5% of the company after closing. Vista and Onex each owned roughly 35% of PowerSchool before the deal. The acquisition was approved by written consent from those holders and other insiders rather than a minority stockholder vote, and it closed on October 1, 2024.The complaint, filed in March 2025, alleged that Vista and Onex were controlling stockholders who breached their fiduciary duties by causing the company to be sold to Bain at an unfair price, including by negotiating while self-interested, causing the company to retain conflicted advisors, structuring the sale process to favor Bain, keeping the special committee from leading negotiations, and refusing to condition the deal on minority stockholder approval. It also alleged the director defendants breached their duties by negotiating the deal to benefit Vista and Onex or voting for it.
The defendants dispute all of it. They argued that Vista and Onex were not conflicted controllers because the rollover was not a unique benefit obtained at the expense of minority stockholders, that the acquisition was entirely fair because an independent special committee approved it and rival bidders could not match Bain's offer, and that the directors did not act in bad faith. Those arguments were never resolved on the merits, because the case settled before trial.
What Happens Next?
The Court will hold the settlement hearing on November 9, 2026 at 3:15 p.m. to consider whether the settlement is fair, reasonable and adequate, whether to approve the plan of allocation, and what fees and expenses to award. The date, time and format can change without further written notice to the class, so the settlement website and the Court's docket are the places to confirm before making plans to attend.A hearing being held is not the same as approval being granted. If the Court approves the settlement and enters judgment, payments follow after the judgment becomes final, which means after the time to appeal has run and any appeals have been resolved. Disputes limited to the fee award or the plan of allocation do not delay that finality. No payment date had been announced as of September 1, 2026.
Sources and Verification
- Official settlement website — PowerSchool Stockholders Litigation.com
- Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear
- Stipulation and Agreement of Settlement, Compromise, and Release, entered into July 16, 2026
- Michigan Electrical Employees' Pension Fund, et al. v. Vista Equity Partners Management, LLC, et al., C.A. No. 2025-0305-LWW, Court of Chancery of the State of Delaware
- Stipulation and Order Regarding Class Certification, entered February 16, 2026
Questions
Why can't I opt out of this settlement?
The Court certified this as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Classes certified under those provisions do not carry exclusion rights, so class members cannot remove themselves and keep an individual claim. A class member who disagrees with the settlement can object rather than exclude themselves.
I sold my PowerSchool shares before the deal closed. Am I covered?
No. The class is limited to holders as of the October 1, 2024 closing who received the $22.80 per share cash consideration. Someone who sold earlier did not receive that consideration and is outside the class. The notice does address one edge case: a buyer whose purchase had not settled by the closing is treated as the eligible holder for those shares, and the seller is not.
What if I have closed the brokerage account I held the shares in?
Payments are routed the same way the merger consideration was routed, which for most holders means through the broker that held the shares. A closed account is worth raising with that broker, since the broker is the party responsible for passing the payment on to the beneficial owner. Class members can also contact the Settlement Administrator through the official settlement website.
Is the $0.44 per share figure what I will actually receive?
No. The notice describes roughly $0.44 per share as the figure before deductions, based on about 60.2 million shares in the class. Attorneys' fees of up to 25% of the settlement, litigation expenses of up to $500,000, taxes and administration costs all come out of the fund first, and the Court sets the final amounts, so the per-share payment will be lower.
Does this settlement have anything to do with the PowerSchool data breach?
No. This case concerns the price PowerSchool stockholders received in the 2024 take-private transaction and alleges breaches of fiduciary duty by the company's largest holders and directors. It is separate from litigation over student and educator data handled through PowerSchool products, which involves different claims and a different class.
Official Settlement Notice
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Settlement Amount
$26,500,000
Case Title
Michigan Electrical Employees' Pension Fund, et al. v. Vista Equity Partners Management, LLC, et al.
Case Number
C.A. No. 2025-0305-LWW
Court
Court of Chancery of the State of Delaware
Final Approval Hearing
November 9, 2026 at 3:15 PM
Before Vice Chancellor Lori W. Will; may be held by telephone or videoconference
Administrator
A.B. Data, Ltd.
Official Website
PowerSchool Stockholders Litigation.com
