Published
October 20, 2026
Former Thoughtworks Holding, Inc. stockholders whose shares were converted into $4.40 in cash when funds advised by Apax Partners took the company private on November 13, 2024 are covered by a proposed $31 million settlement in the Delaware Court of Chancery. There is no claim form: if the Court approves the deal, each eligible share receives the same per-share amount, paid through the same broker or record-holder channel that delivered the merger cash. OCA estimates the gross recovery at about $0.26 a share before fees and costs.
Current Status
Payments are automatic and there is no claim form. Vice Chancellor Bonnie W. David will consider final approval at a settlement hearing on December 7, 2026 at 1:30 p.m. Eastern Time. Written objections must be received by November 12, 2026. The class is a non-opt-out class, so no one can exclude themselves. No payment will be made until the Court approves the settlement and the approval becomes final.Free settlement alerts
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Status
Pending Final Approval
Settlement hearing December 7, 2026 · objections due November 12, 2026 · no payment date announced
Claim Deadline
No claim form required
Nothing to file · November 12, 2026 is the deadline for objections to be received
Estimated Payout
About $0.26 per share
Before fees and costs · $31M ÷ about 119M class shares · about $0.22 if the full $4.65M fee and expense request is granted
Proof Required
Automatic Payment
No claim form · paid the same way the $4.40 merger cash was paid
What Changed Recently?
The parties to In re Thoughtworks Holding, Inc., Consolidated C.A. No. 2024-1295-BWD, signed a Stipulation and Agreement of Settlement, Compromise, and Release on August 31, 2026, and Vice Chancellor Bonnie W. David entered a Scheduling Order on September 15, 2026 directing notice to the class and setting the settlement hearing. The court-authorized notice, dated October 8, 2026, has been mailed or emailed to registered holders and posted on the official settlement website run by JND Legal Administration.The parties first agreed to resolve the case for $31 million on June 17, 2026, after an April 2026 mediation that did not produce a deal on the day and months of further talks. A five-day trial had been scheduled for the week of December 7, 2026, the same week the settlement hearing is now set.
What Was the Lawsuit About?
On August 5, 2024, Thoughtworks, a global technology consultancy, announced that funds advised by Apax Partners LLP would buy every share they did not already own for $4.40 in cash. The same day, Apax affiliate Turing EquityCo II L.P., which held a majority of the stock, approved the merger by written consent, so the deal did not go to a vote of minority stockholders. It closed on November 13, 2024. The company had gone public in September 2021 at $21 a share, according to the complaint.The class action complaint, filed April 2, 2025, alleges that Apax, as controlling stockholder, breached its fiduciary duties by taking the company private at an unfair price through an unfair process, and that five Thoughtworks directors, including CEO Michael Sutcliff, breached theirs by approving the deal. It claims the special committee and its financial adviser were conflicted, that there was no market check and no minority vote, and that the price was well below the $12 a share Apax agreed to in June 2023 before withdrawing that proposal in July 2023. It also claims the price failed to credit the value expected from the newly appointed CEO and sat at the low end of, or below, the valuation ranges in the special committee adviser’s own analyses.
Defendants deny all of the allegations and any wrongdoing or liability. They argue that an independent special committee of four directors negotiated and recommended the deal, and that $4.40 was a fair price that carried a substantial premium to the unaffected stock price. The settlement is not an admission by any defendant, and the Court has made no findings on the merits. Several Thoughtworks holders also filed appraisal petitions in the same court, and those cases were consolidated with the class action in April 2025.
Who Qualifies?
The Court certified the class on May 1, 2026. It covers all record holders and beneficial owners of Thoughtworks common stock whose shares were exchanged for, or had the right to receive, $4.40 per share in cash at the November 13, 2024 closing, along with their heirs, successors, transferees and assigns. The parties estimate the class holds about 119 million shares.Excluded are the defendants; anyone who was a Thoughtworks director or officer immediately before the closing and their immediate families; entities any of them control; their parents, subsidiaries and general partners; and trusts, estates or accounts that held shares for their benefit. A buyer whose purchase had not settled before the closing is treated as the class member for those shares, and the seller is not.
The class was certified under Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2) as a non-opt-out class. Class members cannot exclude themselves and are bound by the settlement and its release if it is approved.
How Much Can You Get?
Defendants, or their insurers, pay $31,000,000 into an interest-bearing escrow account. Court-awarded attorneys’ fees and litigation expenses, notice and administration costs and any other court-approved costs come out first. Plaintiffs’ counsel will ask for fees and expenses of no more than $4,650,000, or 15% of the fund. The net fund is divided equally per share: each eligible share receives the same “Per-Share Recovery,” calculated by dividing the net fund by all eligible shares.The notice does not give a per-share figure. Dividing $31 million by the parties’ estimate of about 119 million class shares gives roughly $0.26 a share before any deductions. If the Court awards the full $4.65 million fee and expense request, the figure falls to about $0.22 a share before administration costs. A holder of 1,000 eligible shares would receive about $220 on that estimate. These are OCA calculations; the final amount depends on the fees the Court awards and the actual eligible share count.
What Proof Is Required?
None. Under the proposed plan of allocation, no class member has to submit a claim form, and the notice does not describe any claim or transfer form for any group of holders. The settlement administrator uses the Depository Trust Company’s allocation report from the merger, which lists the closing share positions of each broker and bank that held Thoughtworks stock, along with the company’s stockholder register.Payment follows the same route as the $4.40 merger consideration. For shares held in “street name,” the administrator pays each DTC participant its per-share amount times its closing position, and the broker or bank is responsible for crediting the customer account that received the merger cash. Holders of record outside DTC are paid directly by the administrator. If a payment is undeliverable or a check goes uncashed more than three months after it is issued, the broker or record holder follows its own policies for further distribution. Money left in the fund is redistributed to class members if that is economical, or otherwise given to the Combined Campaign for Justice.
What Are the Deadlines?
There is no claim deadline and no opt-out deadline. The only deadline is for objections: a class member may object to the settlement, the plan of allocation or the fee and expense request by filing a signed written objection with the Register in Chancery and serving it on lead counsel and defendants’ counsel so that it is received by November 12, 2026. According to the notice, an objection has to identify the case name and number, give the objector’s name, address and telephone number, state the specific legal and factual grounds, and include documentary evidence that the objector is a class member. An objector who wants to speak at the hearing also files a notice of appearance by the same date, listing any witnesses or exhibits. Class members who do not object are deemed to have waived any objection, including the right to appeal.How Do You Take Action?
Class members who do not object do not need to do anything to be paid, and they do not need to attend the hearing. Brokers, banks and other nominees that held Thoughtworks shares at the closing for someone else are asked by the Court to forward the notice to those beneficial owners, or send the administrator their names and addresses, within seven days of receiving it. The official settlement website posts the notice, the stipulation, the Scheduling Order, the public complaint, key dates and answers to frequently asked questions.What Happens Next?
Defendants are required to fund the $31 million escrow no later than 30 days before the settlement hearing, and plaintiffs’ counsel file their papers supporting the settlement, the plan of allocation and the fee request at least 30 business days before it. The hearing is set for December 7, 2026 at 1:30 p.m. Eastern Time before Vice Chancellor David, either in person at the Court of Chancery in Georgetown, Delaware (Sussex County) or remotely by phone or video, at the Court’s discretion. The date, time and format can change without further mailed notice; updates are posted on the settlement website.If the settlement is approved, the Court enters a final judgment releasing class members’ claims against defendants that relate to the take-private and to owning Thoughtworks stock at the closing. The release does not cover the separate appraisal claims of three other petitioners that remain in the consolidated case. Distribution begins only after approval becomes final, any appeals are resolved and the Court enters a class distribution order. No payment date has been announced.
Sources and Verification
• Official settlement website (JND Legal Administration), including its Key Dates, Important Documents and FAQ pages• Notice of Pendency and Proposed Settlement of Appraisal and Stockholder Class Action, Settlement Hearing, and Right to Appear (dated October 8, 2026), In re Thoughtworks Holding, Inc., Consolidated C.A. No. 2024-1295-BWD (Del. Ch.)
• Stipulation and Agreement of Settlement, Compromise, and Release (August 31, 2026) and Scheduling Order (entered September 15, 2026)
• Verified Class Action Complaint (public version, filed April 2, 2025)
• Thoughtworks Holding, Inc. (TWKS) filings with the U.S. Securities and Exchange Commission, CIK 0001866550
Questions
Do Thoughtworks stockholders need to file a claim to get paid from the $31 million settlement?
No. There is no claim form for any class member. If the Court approves the settlement, payments are made the same way the $4.40 merger cash was paid: through brokers and banks for shares held in street name, or directly by the administrator to holders of record.
Who is in the Thoughtworks stockholder settlement class?
Record holders and beneficial owners of Thoughtworks common stock whose shares were exchanged for $4.40 per share in cash when the Apax take-private closed on November 13, 2024, plus their heirs, successors and transferees. Defendants, pre-closing directors and officers, their families and their affiliates are excluded.
How much will the Thoughtworks settlement pay per share?
The notice does not state a per-share amount. Based on the parties’ estimate of about 119 million class shares, OCA estimates roughly $0.26 a share before deductions, or about $0.22 if the Court awards the full $4.65 million fee and expense request.
Can a Thoughtworks stockholder opt out of the settlement?
No. The Court certified a non-opt-out class under Court of Chancery Rules 23(b)(1) and 23(b)(2), so class members cannot exclude themselves. A class member can object, with the written objection received by November 12, 2026.
When is the Thoughtworks settlement hearing?
December 7, 2026 at 1:30 p.m. Eastern Time before Vice Chancellor Bonnie W. David of the Delaware Court of Chancery, in person in Georgetown, Delaware or remotely at the Court’s discretion. Payments follow only after approval becomes final.
Did Apax or Thoughtworks admit wrongdoing?
No. Defendants deny all allegations of wrongdoing, fault and liability and say the special committee was independent and the $4.40 price was fair. They agreed to settle to avoid the burden and expense of continued litigation, and the Court has made no findings on the merits.
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Settlement Amount
$31,000,000
Case Title
In re Thoughtworks Holding, Inc.
Case Number
Consolidated C.A. No. 2024-1295-BWD
Court
Delaware Court of Chancery
Vice Chancellor Bonnie W. David
Class
Holders cashed out at $4.40 per share on November 13, 2024
non-opt-out class · about 119 million shares
Objection Deadline
November 12, 2026
received by
Settlement Hearing
December 7, 2026, 1:30 p.m. ET
Fee and Expense Request
Up to $4,650,000
Administrator
JND Legal Administration
Official Website
Thoughtworks Stockholders Litigation
