Former Exabeam common stockholders whose shares were wiped out in the July 2024 LogRhythm merger do not have to file anything to share in a $7 million cash settlement — but the headline “up to $13.5 million” in extra equity may never pay a cent. The Exabeam stockholder settlement pays the cash automatically from the company’s own stock records, and the equity piece only pays out after the private-equity investors in the combined company have earned back one and a half times an equity investment the term sheet puts at $746,961,523.90.
Status: Pending, automatic payment | No claim form and no claim deadline | Objections must be received by November 25, 2026 | Settlement hearing December 9, 2026
Why Common Holders Got Nothing in 2024
Exabeam was a privately held, venture-backed cybersecurity company incorporated in Delaware. It agreed on May 4, 2024 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 had the votes to approve the deal, did so by written consent. Common stockholders received an information statement on or about June 18, 2024.
That information statement put the implied deal price at about $500 million. The preferred stockholders’ combined liquidation preference was about $615 million. Because the preference was larger than the price, the common shares were cancelled for no payment, while preferred holders and certain employees and managers received units in Excalibur CombineCo, L.P., the new parent.
The lawsuit, Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF in the Delaware Court of Chancery, was filed September 20, 2024. The plaintiffs allege the venture investors shaped the deal to cap Exabeam’s share of the combined company at 49.9%, accepting a lower valuation in exchange for benefits common holders did not share, so that the merger counted as a “Liquidation Event” under the charter. They also allege common holders were not told about the May 4 written consent until June 18, which they say broke the prompt-notice requirement of Delaware’s Section 228. The defendants deny all wrongdoing, say the merger price was fair, and contend the common shares were not “in the money” at any reasonable valuation. They say they settled to end the cost and risk of litigation.
Who Is in the Class
The class is every record and beneficial holder of Exabeam common stock whose shares were cancelled in the merger on or about July 2, 2024, plus their successors and assigns. The settlement documents count 343 individuals and entities holding 9,928,400 common shares.
Left out are the defendants and their affiliates, parents, subsidiaries, partners, executive officers, directors, heirs, successors, assigns, controlling persons and immediate family members, and entities any of them controlled at closing. Also excluded is any stockholder who took units in Excalibur Aggregation L.P. under a Common Unit Grant Agreement that released claims against the defendants.
The Cash: $7 Million, Split by Share Count
The cash is paid into an interest-bearing escrow account: $250,000 within 21 days of signing and the remaining $6,750,000 no later than 14 days before the hearing. Exabeam represented that its insurers intend to fund it in full.
Notice and administration costs, the attorneys’ fee and expense award and any other court-approved expenses come out first. The administrator then divides the net fund by the total eligible shares to get a per-share figure, and multiplies it by the shares each class member held at closing. The notice does not give a per-share amount, and none can be known until fees are decided.
Plaintiffs’ counsel, Kahn Swick & Foti, LLC and Block & Leviton LLP, will ask for up to 17.5% of the settlement fund plus expenses. Incentive awards of up to $5,000 per plaintiff come out of that fee, not out of class members’ shares. The fee is paid only from the $7 million cash, so whatever the court grants reduces the cash left for the class.
The Units: Up to $13.5 Million, With No Guarantee
The second part of the deal is newly created Class C units of Excalibur CombineCo, L.P. with a potential value of up to $13.5 million. Both the stipulation and the notice say there is no guarantee the units will pay the full amount, or anything at all.
Class members do not hold the units directly. Within 25 days after final judgment, class members form an entity the documents call the Aggregator; within 30 days after judgment, Exabeam causes the Class C units to be issued to it. The Aggregator then issues its own units to class members pro rata by cancelled common shares. The units are book-entry only, require no capital contribution, and are restricted securities that are not freely tradeable when issued.
Whether the units pay depends on the distribution waterfall in the equity term sheet:
| 1st | Class A unit holders get their unreturned capital back. |
| 2nd | Participating Class B units receive distributions until the institutional holders reach the “Minimum Return Threshold” of 1.50x their investment. |
| 3rd | Class C units share pro rata with certain vested incentive units, capped at a “Maximum Return Amount” of $13.5 million. |
| 4th | Everything left goes to the participating Class B units. |
The term sheet puts the institutional holders’ total equity investment at $746,961,523.90 as of September 17, 2026, and that figure can grow if they put in more capital. If distributions never clear the 1.50x bar, the Class C units pay nothing. No distribution date has been set.
No Opt-Out, Only Objections
The court preliminarily certified a non-opt-out class under Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). There is no right to exclude yourself. If approved, the release binds every class member and covers the defendants and related entities including Excalibur CombineCo, L.P., Excalibur Aggregation L.P. and LogRhythm Parent, LP.
A class member who disagrees with the settlement, the plan of allocation or the fee request can file a written objection with the Register in Chancery and serve it on counsel so that it is received by November 25, 2026, with proof of class membership such as brokerage statements. Anyone who wants to speak at the hearing must file a notice of appearance by the same date. A lawyer is not required.
Key Dates
| November 25, 2026 | Written objections and notices of intention to appear must be received. |
| December 9, 2026, 3:15 p.m. ET | Settlement hearing before Vice Chancellor Paul A. Fioravanti Jr., in Wilmington or by Zoom at the court’s discretion. |
On September 30, 2026 the court granted, with modifications, the scheduling order that preliminarily certified the class and appointed A.B. Data Notice and Claims Administration as administrator. The notice is dated October 7, 2026. Cash goes out only after the judgment becomes final, any appeal is resolved, and the court signs a separate distribution order. As of October 15, 2026, no payment date had been announced.
What to Do Now
Nothing, if you want to be paid. There is no claim form, no notice ID and no paperwork. Exabeam gave the administrator its list of registered common holders at closing, with addresses and share counts. If your name or address has changed, report it through the official Exabeam Stockholder Settlement website, which also holds the notice, stipulation and scheduling order on its court documents page. Brokers and nominees that held Exabeam common shares for others between May 4, 2024 and closing are asked to forward the notice or send the beneficial owners’ names and addresses to the administrator. Our sister site follows the case on its Exabeam stockholder settlement page at OpenClassActions.com.
Frequently Asked Questions
Do I need to file a claim in the Exabeam stockholder settlement?
No. There is no claim form. If the court approves the settlement, the administrator pays eligible holders from Exabeam’s records of common stockholders at the merger closing on or about July 2, 2024. November 25, 2026 is only the deadline for objections and notices of appearance.
How much will I get per Exabeam share?
The notice does not state a per-share amount. The net cash fund, after fees and costs, is divided by the total eligible shares and multiplied by the shares you held at closing. The documents count 9,928,400 eligible common shares held by 343 holders.
Will the Class C units pay $13.5 million?
Not necessarily. $13.5 million is a cap, not an estimate. The units pay only after institutional holders of the combined company reach a 1.50x return on an equity investment of about $746,961,523.90, and the documents say they may pay nothing.
Can I opt out of the Exabeam settlement?
No. The court preliminarily certified a non-opt-out class under Delaware Court of Chancery Rules 23(b)(1) and 23(b)(2). You can file a written objection instead, which must be received by November 25, 2026.
Can I sell the units I receive?
The stipulation describes them as restricted securities that are subject to contractual transfer restrictions and are not freely tradeable when issued. You hold them through the Aggregator entity, not directly in the parent partnership.
When will payments be made?
Only after the court approves the settlement at or after the December 9, 2026 hearing, the judgment becomes final and the court enters a distribution order. No payment date had been announced as of October 15, 2026.
Sources
- Official settlement website — Exabeam Stockholder Settlement, administered by A.B. Data Notice and Claims Administration.
- Court documents page: stipulation of settlement (September 17, 2026), scheduling order (September 30, 2026), complaint and notice (October 7, 2026).
- Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF, Court of Chancery of the State of Delaware.
- OpenClassActions.com — Exabeam Stockholder Settlement.
Source and credit: the settlement terms, deadlines and benefit details described above are drawn from our sister site’s reporting — OpenClassActions.com: Exabeam Stockholder Settlement — $7M Cash, Paid Automatically — which tracks this case against the court-approved notice and the official settlement website and is updated as the court rules.
Legal Disclaimer
This article is for informational purposes only and is not legal advice. OpenClassActions.org is a consumer news site, not a law firm and not the settlement administrator, and is not affiliated with any party to the case described. The allegations are allegations; unless a court has ruled, the defendants deny wrongdoing and no court has decided the merits. Deadlines, benefit amounts and payment timing can change as the court and the administrator act, so confirm current status on the official settlement website. You never need to pay anyone to file a claim or to receive a settlement payment.