$26.5M PowerSchool Stockholder Class Action Settlement

Securities · Pending — Automatic Payment

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.

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.

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.