Covetrus $70 Million Stockholder Settlement: What Former CVET Shareholders Need to Know

Clayton, Dubilier & Rice LLC and affiliated defendants have agreed to pay $70 million to resolve a Delaware stockholder class action alleging they breached their fiduciary duties and issued a materially misleading proxy statement when taking Covetrus Inc. private in a $4 billion deal in 2022. The case is Bucks County Employees’ Retirement System v. Clayton, Dubilier & Rice LLC, pending in the Delaware Court of Chancery.

 Former Covetrus shareholders who held shares on October 13, 2022, and received $21.00 per share in the buyout do not need to file a claim form — payments will be distributed automatically if the Court approves the settlement at its April 13, 2026 hearing.

Quick Facts

Current Status and What Happens Next

The settlement is currently in its proposed stage, awaiting final court approval. The Court of Chancery of Delaware has scheduled a Settlement Hearing for April 13, 2026, at 11:00 a.m. before Vice Chancellor Lori W. Will. The hearing may be held in person at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, or remotely via Zoom at the Court’s discretion.

If the Court grants final approval and no appeals delay the process, the settlement administrator will distribute the net settlement fund to eligible shareholders on a pro rata basis. The timeline for actual payment depends on how quickly the Court resolves any objections or appeals after the April 13 hearing.

Key upcoming dates:

• March 20, 2026 — Deadline to file objections to the settlement, plan of allocation, or attorneys’ fee request
• April 13, 2026 — Final Settlement Hearing in Delaware Court of Chancery
• Post-approval — Distribution of net settlement fund to eligible class members

Important: This is a non-opt-out class. Unlike many securities settlements, class members in this case cannot exclude themselves from the settlement. If you held Covetrus shares on October 13, 2022, you are automatically part of the class. You can object to the terms, but you cannot opt out and preserve the right to sue separately.

What the Lawsuit Alleges

The lawsuit, filed in 2023 in Delaware’s Court of Chancery, centers on how CD&R — a private equity firm — allegedly used its insider position to engineer a below-value buyout of Covetrus at $21.00 per share.

CD&R’s insider access. At the time of the acquisition, CD&R held approximately 24% of Covetrus stock and controlled two seats on the company’s board of directors. Plaintiffs alleged that CD&R received confidential due diligence materials from Covetrus in August 2021 — at a time when Covetrus had publicly stated it was not for sale. This head start allegedly gave CD&R a significant advantage in structuring the eventual $4 billion take-private deal alongside TPG Capital.

Alleged manipulation of the sale process. Shareholders alleged that CD&R used its board position to steer the company toward a transaction on terms that benefited CD&R at the expense of public shareholders. The complaint alleged that CD&R colluded with internal Covetrus contacts to drive down the acquisition price.

The proxy statement allegation. Plaintiffs also alleged that when Covetrus issued its proxy statement — the document sent to shareholders to explain the deal and ask them to vote on it — that statement contained material misstatements and omissions. Shareholders claimed they were not given complete or accurate information when voting on whether to approve the buyout.

The dismissed CEO claim. The original complaint also named Benjamin Wolin, Covetrus’s then-CEO, alleging he provided unauthorized due diligence information to CD&R while expecting to receive significant personal compensation once the deal closed. The Court dismissed Wolin from the lawsuit in October 2024. The remaining defendants are affiliated CD&R entities and two individual defendants, Ravi Sachdev and Sandra Peterson.

The defendants deny all allegations of wrongdoing. They agreed to settle to avoid the continued cost, distraction, and uncertainty of litigation.

Who Could Be Included: Class Definition

You are a class member if all of the following apply:

• You were a record holder or beneficial owner of Covetrus Inc. (Nasdaq: CVET) common stock
• Your shares were exchanged for $21.00 per share in cash on October 13, 2022 as part of the take-private transaction
• This includes individuals, entities, heirs, successors in interest, transferees, and assigns

You are excluded from the class if you are one of the named defendants, any of their immediate family members, any entity in which a defendant has a controlling interest, or any officer or director of Covetrus at the time of the transaction.

No claim form is needed. Your eligibility is determined automatically based on share ownership records at the October 13, 2022 closing. The settlement administrator will trace payments through the Depository Trust & Clearing Corporation (DTCC) for shares held in brokerage accounts (“street name”), and will send payments directly to record holders for shares held outside of DTCC.

This is a nationwide class — there is no geographic restriction for eligibility.

Settlement Details

Total settlement fund: $70,000,000 in cash.

Net settlement fund — what actually gets distributed. Before payments go to shareholders, court-approved expenses are deducted. Plaintiffs’ counsel has indicated they intend to request up to 21% of the settlement fund in attorneys’ fees — approximately $14.7 million — plus reimbursement of litigation expenses and incentive awards for the two plaintiff pension funds. The remaining balance, the “net settlement fund,” will be distributed pro rata to eligible shareholders.

Per-share recovery calculation. The settlement administrator will divide the total net settlement fund by the total number of eligible shares held at the October 13, 2022 closing. Every class member will receive a per-share payment equal to that result multiplied by the number of eligible shares they held. For example, if the net fund is approximately $55 million after fees and expenses, and the total eligible shares are approximately 60 million, the per-share recovery would be approximately $0.91 per share.

How you will receive payment:

• If you held shares through a brokerage or bank (“street name”), your payment will be distributed through the DTCC and its participants — meaning your brokerage will receive the funds and credit them to your account.
• If you held shares directly (registered in your own name), the settlement administrator will send payment directly to you.

No action is required to receive payment. You do not need to submit any form or contact the administrator unless you have a question about your eligibility. Monitor your brokerage account after final court approval for your credit.

Settlement stipulation date: January 29, 2026. The settlement followed a mediator’s recommendation reached in November 2025 after extensive litigation.

Official settlement website: CovetrusStockholderLitigation.com Settlement administrator: (866) 667-4259 | [email protected]

Prior Related Cases and Context

The earlier Covetrus $35M securities fraud settlement (2022). This $70M case is separate and distinct from an earlier Covetrus securities class action. In 2022, Covetrus settled a separate federal lawsuit — brought in the U.S. District Court for the Eastern District of New York — for $35 million. That earlier case alleged that Covetrus made false and misleading statements during its February–August 2019 class period, shortly after the company was formed through a spin-off from Henry Schein’s animal health business. Those plaintiffs were investors who purchased Covetrus stock on the open market during that period. If you were affected by that earlier case, the claim period for the 2022 settlement closed on December 3, 2022, and that matter is fully resolved.

The current $70M case is entirely different. This case targets shareholders who held Covetrus shares and received the $21.00 buyout price on October 13, 2022. It challenges the fairness of that price and the process used to arrive at it — not public market misstatements.

Private equity buyout litigation pattern. Fiduciary duty claims in Delaware’s Court of Chancery involving private equity-controlled take-private transactions have become an active area of shareholder litigation. Similar cases in recent years have challenged buyouts where a PE firm holding a significant board position arguably had conflicting interests between maximizing its investment returns and acting in the best interests of all public shareholders. Delaware’s Court of Chancery is the principal forum for these disputes due to Delaware’s role as the predominant state of corporate incorporation in the U.S.

Frequently Asked Questions

What is the Covetrus $70 million settlement about? 

It resolves a Delaware class action against private equity firm Clayton, Dubilier & Rice and affiliated defendants, who are accused of breaching fiduciary duties and issuing a misleading proxy statement when taking Covetrus Inc. private at $21.00 per share in October 2022. The $70 million settlement is subject to court approval in April 2026.

Is this the same as the earlier Covetrus securities settlement? 

No. A separate Covetrus securities fraud case settled for $35 million in 2022 and targeted investors who bought CVET stock between February and August 2019. This $70 million case is different — it targets shareholders who held shares and received the $21.00 buyout price on October 13, 2022, and alleges an unfair sale process, not open-market misstatements.

Is this a class action lawsuit? 

Yes. It is a stockholder class action certified in the Delaware Court of Chancery under Rules 23(a), 23(b)(1), and 23(b)(2). Notably, it is a non-opt-out class, meaning all eligible shareholders are automatically included and cannot exclude themselves to pursue separate claims.

Who is eligible to receive a payment? 

Any record holder or beneficial owner of Covetrus common stock whose shares were exchanged for $21.00 per share on October 13, 2022, is a class member. This includes individuals, institutions, trusts, estates, and heirs. No geographic restriction applies.

Do I need to file a claim form? 

No. Payments are automatic. If you held Covetrus shares through a brokerage, the settlement administrator will distribute your payment through the DTCC, and your broker will credit it to your account. If you held shares directly, the administrator will send payment to you directly.

When will I receive my payment? 

Payments will be issued only after the Court grants final approval and resolves any appeals. The final approval hearing is scheduled for April 13, 2026. If there are no delays or appeals, distribution could begin in the months following that hearing. Check CovetrusStockholderLitigation.com for updates.

How much will I receive per share? 

The per-share amount depends on the net settlement fund after attorneys’ fees and expenses are deducted, and on the total number of eligible shares. The per-share recovery is calculated by dividing the net fund by total eligible shares. Individual payment amounts cannot be determined until the Court approves the fee request and the administrator counts all eligible shares.

Where can I find official information or ask questions? 

Visit CovetrusStockholderLitigation.com, call (866) 667-4259, or write to: Covetrus Stockholder Litigation, c/o Settlement Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103. The official PR Newswire announcement is also available at prnewswire.com.

Last Updated: March 1, 2026

This article is for informational purposes only and does not constitute legal advice. Legal claims and outcomes depend on specific facts and applicable law. For advice regarding a particular situation, consult a qualified attorney.

About the Author

Sarah Klein, JD, is a licensed attorney and legal content strategist with over 12 years of experience across civil, criminal, family, and regulatory law. At All About Lawyer, she covers a wide range of legal topics — from high-profile lawsuits and courtroom stories to state traffic laws and everyday legal questions — all with a focus on accuracy, clarity, and public understanding.
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