Exabeam, LogRhythm Merger $20.5M Class Action Settlement, Who Qualifies and What Stockholders Get

Former common stockholders of Exabeam, Inc. have a proposed class action settlement worth up to $20.5 million. It resolves claims that Exabeam’s 2024 merger with LogRhythm wiped out their shares for nothing while the company’s venture capital backers rolled their own stakes into the combined company.

The headline number needs a close read. Only $7 million is cash. The other $13.5 million is a ceiling on equity in the merged company’s parent, and the settlement documents say that equity may pay out less than that amount or nothing at all. The defendants deny any wrongdoing, and the Delaware Court of Chancery has not yet approved the deal.

You do not need to file a claim form, and you cannot opt out. The deadline to object is November 25, 2026, and the final approval hearing is December 9, 2026, at 3:15 p.m. ET.

Official settlement website: ExabeamStockholderSettlement.com

Exabeam Stockholder Settlement: Quick Facts

Detail	Information
Case name	Domingo Mihovilovic, et al. v. Exabeam, Inc., et al.
Case number	C.A. No. 2024-0976-PAF
Court	Delaware Court of Chancery
Total settlement	$7,000,000 in cash plus up to $13,500,000 in Class C Units of Excalibur CombineCo, L.P.
Plaintiffs	Domingo Mihovilovic, Nadav Lavy, Uri Ben-Dor and Rajiv Taneja, as trustee of the Taneja 2004 Family Trust
Defendants	Exabeam, Inc., its directors and officers, and venture capital investors in its preferred stock
Who is covered	Former holders of Exabeam common stock whose shares were cancelled in the July 2024 merger (343 holders, 9,928,400 shares)
Class period	May 4, 2024 through the merger closing on or about July 2, 2024
Claim form required?	No
Can you opt out?	No, this is a non-opt-out class
Objection deadline	Received by November 25, 2026
Final approval hearing	December 9, 2026, 3:15 p.m. ET
Final approval status	Pending (class preliminarily certified for settlement)
Settlement administrator	A.B. Data, Ltd., 1-877-719-6140

What Is the Exabeam and LogRhythm Merger Class Action About?

On May 4, 2024, Exabeam agreed to combine with LogRhythm, a portfolio company of the private equity firm Thoma Bravo. The deal closed on or about July 2, 2024. According to the Information Statement Exabeam sent to stockholders, the implied price was about $500 million. The venture investors who held Exabeam’s preferred stock had a liquidation preference of about $615 million, which was more than the deal price. Because of that, Exabeam’s common stockholders received nothing, and their shares were cancelled. Preferred holders, along with certain employees and managers, received equity in Excalibur CombineCo, L.P., the new parent company.

Four plaintiffs sued on September 20, 2024. They brought claims for breach of fiduciary duty and aiding and abetting those breaches. They also claimed Exabeam violated Section 228 of the Delaware General Corporation Law.

The plaintiffs alleged the venture investors manipulated the merger terms so that Exabeam’s share of the new parent was capped at 49.9%. According to the complaint as summarized in the Notice, that cap let the deal qualify as a “Liquidation Event” under Exabeam’s charter. The investors could then roll their preferred shares into the parent while the common shares were cancelled. The plaintiffs also said internal valuation models showed Exabeam was worth more than it received.

The defendants say the merger price was fair, that the preferred stock’s contractual liquidation preference controlled the distribution, and that the common stock was never “in the money” at any reasonable valuation. They deny all the allegations. The court has not found that any claim was proven.

This is a stockholder case, not a consumer case. It does not cover people who bought Exabeam or LogRhythm products or services.

Which Delaware Laws Apply to the Exabeam Stockholder Class Action?

• Fiduciary duties under Delaware common law. Directors and officers of a Delaware corporation owe duties of care and loyalty. The plaintiffs claimed the Exabeam directors and officers breached them in the merger, and that the venture investors aided and abetted those breaches. In conflicted transactions, Delaware courts can review fairness more closely, but the court has not ruled on that standard here.
• Delaware General Corporation Law Section 228 (8 Del. C. § 228). It governs stockholder action by written consent. The plaintiffs claim Exabeam violated it in connection with the merger.
• Exabeam’s charter and the “Liquidation Event” provision. Whether the merger qualified as a Liquidation Event under the company’s charter decided who got paid. The plaintiffs say the 49.9% cap was engineered to trigger it.
• Court of Chancery Rule 23. Rules 23(a), 23(b)(1) and 23(b)(2) govern the class, which was certified for settlement purposes as a non-opt-out class. Rule 23(e) requires the court to approve any class settlement after notice and a hearing.
• Delaware Court of Chancery jurisdiction. The Court of Chancery hears Delaware corporate disputes and decides without a jury. That is why the case is in Wilmington.
• Appraisal rights, 8 Del. C. § 262. Delaware generally gives stockholders in some mergers a separate right to seek a court appraisal of their shares. That is a different remedy from this case, and whether it applied to the Exabeam merger is not addressed in the settlement materials.
• Tax rules. Cash and equity received in a settlement may have tax consequences. Ask a tax professional how to report it.

For another Delaware merger settlement with no claim form, read 147.5M WWE-TKO Merger Settlement, Who Gets Paid?

Who Are the Defendants in the Exabeam Lawsuit?

• The company: Exabeam, Inc.
• Individual defendants: Adam Geller, Theresia Gouw, Matthew Howard, Mark Jensen, Ravi Mhatre, Jeb Miller, Nir Polak and Pravin Vazirani, who were the company’s chairman, CEO and board members.
• Venture investor defendants: funds affiliated with Aspect Ventures, Acrew, Norwest Venture Partners, Icon Ventures, Lightspeed and Blue Owl, which held Exabeam’s preferred stock.

Thoma Bravo and LogRhythm are not named as defendants, though the settlement releases LogRhythm Parent, LP and Excalibur CombineCo along with the defendants.

Who Qualifies for the Exabeam Stockholder Settlement?

The class is made up of record and beneficial holders of Exabeam common stock whose shares were cancelled for no consideration in the merger, along with their successors and assigns. The Notice counts 343 individuals and entities holding 9,928,400 common shares. The relevant period runs from May 4, 2024 through the merger closing on or about July 2, 2024.

Who is excluded. The class does not include the defendants, their affiliates, officers, directors, family members, or entities they controlled at the time of the merger. It also excludes stockholders who received units in Excalibur Aggregation L.P. under a Common Unit Grant Agreement that contained a release of claims against the defendants.

Not everyone connected to the companies is covered. Owning LogRhythm stock, working for either company or buying their products does not by itself qualify you. The class is defined around Exabeam common shares cancelled in the merger. The class is also built around common stockholders, so holders of preferred stock should read the Notice and Stipulation to see whether any of their holdings fall within the class definition.

How Much Is the Exabeam Settlement Worth and How Is It Paid?

The cash portion: $7 million. Exabeam or its insurers will pay $7 million into escrow: $250,000 within 21 days of the parties signing, and the remaining $6.75 million at least 14 days before the final approval hearing. Notice and administration costs, taxes and any attorneys’ fees the court awards come out of this cash before it reaches stockholders. The net fund is divided pro rata by the number of eligible shares each class member held.

The equity portion: up to $13.5 million. Class members will form an entity called the Aggregator within 25 days after the court enters final judgment. Exabeam then issues Class C Units in the parent company to that entity within 30 days of the judgment, with a total value of up to $13.5 million. The Aggregator divides its units among class members in proportion to the Exabeam common shares each held at the merger.

The equity comes with strings. Under the equity term sheet, Class C Units only receive distributions after holders of Class A Units get back their unreturned capital and after the parent’s institutional investors reach a 1.50x return on their investment. The term sheet puts that investment at $746,961,523.90 as of September 17, 2026, which works out to roughly $1.12 billion in total returns before the 1.50x threshold is met (a simple multiplication, not a figure stated in the documents). Distributions on Class C Units are capped at $13.5 million. The units are also restricted securities that are not freely tradeable. The Notice states plainly that there is no guarantee the units will pay out the full amount, or anything. Do not describe this as a guaranteed $20.5 million payout.

How Much Will Plaintiffs’ Counsel Receive From the Exabeam Settlement?

Plaintiffs’ counsel say they will ask the court for up to 17.5% of the Settlement Fund, plus expenses, with up to $5,000 for each of the four plaintiffs coming out of that award. The Stipulation defines the Settlement Fund as the settlement amount plus interest, and the Notice says any fee and expense award is paid from the $7 million cash portion, not from class members personally.

The documents do not spell out whether the 17.5% is measured against the $7 million cash alone or the full $20.5 million. Because the equity cannot pay fees, the difference matters, so watch how counsel’s fee application frames it. These are requests, not approved amounts, and the court decides the final amount at the hearing.

Do I Need to File a Claim for the Exabeam Settlement?

No. The Settlement Administrator will pay the cash portion directly to each record owner of Exabeam common stock as of the merger closing date. Each person’s payment equals the per-share recovery multiplied by the number of cancelled shares they held. The per-share figure is the net settlement fund divided by the total 9,928,400 eligible shares, and it cannot be calculated until fees, expenses and administration costs are set.

Payments only go out after the court approves the settlement and a plan of allocation, the settlement becomes effective, and any appeals are resolved. There is no claim deadline. The deadline that matters is the objection deadline.

If you held shares through a broker or other nominee instead of as a record owner, the Notice directs nominees to forward it to beneficial owners. Keep your brokerage and ownership records, and contact the administrator if you think you qualify and have not received anything.

Can You Opt Out of the Exabeam Stockholder Settlement?

No. The class was certified for settlement purposes as a non-opt-out class under Court of Chancery Rules 23(b)(1) and 23(b)(2). If the court approves the settlement, every class member is bound by it and gives up the right to sue the released parties over the claims in this case, including claims you do not yet know about. You can object, but you cannot exclude yourself.

Your Options and Deadlines in the Exabeam Settlement

Your choice	What happens	Deadline
Do nothing	You stay in the class and receive your share if the settlement is approved. No paperwork needed	None
Object	Asks the court to consider a problem with the settlement, the allocation plan or the fee request. You stay in the class	Received by November 25, 2026
Speak at the hearing	File a written objection and a notice of intention to appear. The court decides whether to let you speak	Both received by November 25, 2026
Opt out	Not allowed	Not applicable

How to Object to the Exabeam Settlement

Written objections to the settlement, the plan of allocation or the fee request must be received by the Register in Chancery, and served on counsel, by November 25, 2026. Your objection must follow the Notice, including proof that you held Exabeam common stock during the class period, among other requirements. Read the full list in the official Notice.

You do not need a lawyer, and attendance is not required to receive a payment. An objection that misses the deadline or skips the procedure can be waived.

When Is the Exabeam Settlement Final Approval Hearing?

The hearing is set for December 9, 2026, at 3:15 p.m. ET at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. The court may hold it by Zoom and may change the date or format, so check the official settlement website before making plans.

At the hearing, the court will consider whether to finally certify the class, approve the settlement as fair and reasonable, approve the plan of allocation, and decide the fee, expense and incentive award requests. It will also hear timely objections.

Exabeam Settlement Timeline

Date	Event
May 4, 2024	Exabeam signs merger agreement with Thoma Bravo affiliates
June 18, 2024	Exabeam sends Information Statement to common stockholders
July 2, 2024	Merger closes; common shares cancelled for no consideration
September 20, 2024	Lawsuit filed in the Court of Chancery
January 31, 2025	Defendants file motion to dismiss
October 28, 2025	In-person mediation, no deal reached
February 19, 2026	Parties preliminarily agree to settle
April 1, 2026	Term sheet signed
September 18, 2026	Stipulation of Settlement filed
September 30, 2026	Court grants scheduling order on notice and settlement hearing
October 7, 2026	Date on the court-authorized Notice
November 25, 2026	Deadline for objections and notices of appearance
December 9, 2026, 3:15 p.m. ET	Final approval hearing

Who Represents the Class in the Exabeam Settlement?

Plaintiffs’ counsel are Kahn Swick & Foti, LLC (Michael J. Palestina and Christopher P. Quinn) and Block & Leviton LLP (Jason M. Leviton and Kimberly A. Evans). Wilson Sonsini Goodrich & Rosati represents the individual and venture investor defendants. Kirkland & Ellis LLP and Morris, Nichols, Arsht & Tunnell LLP represent Exabeam.

What Happens Next in the Exabeam and LogRhythm Class Action?

The next step is the December 9, 2026 hearing. If the court approves the settlement and the judgment becomes final, the administrator will calculate the net cash fund and pay it under the approved plan, and the equity will be issued through the Aggregator. If the court does not approve it, the agreement may not take effect and the case could continue. The settlement is not a finding that the merger violated fiduciary duties or Delaware law, and the defendants have not admitted liability.

Frequently Asked Questions About the Exabeam Stockholder Settlement

How much is the Exabeam class action settlement? 

$7 million in cash plus Class C Units in Excalibur CombineCo, L.P. worth up to $13.5 million, for a maximum of $20.5 million. The equity may pay out less than $13.5 million or nothing.

Who qualifies for the Exabeam stockholder settlement? 

Record and beneficial holders of Exabeam common stock whose shares were cancelled in the July 2024 merger with LogRhythm, other than excluded persons. The Notice counts 343 holders of 9,928,400 shares.

Do I need to file a claim form?

 No. Payments go directly to record owners of Exabeam common stock as of the closing date.

Is the whole $20.5 million paid in cash?

 No. Only $7 million is cash. The rest is potential equity that depends on future distributions by the parent company.

When will payments be made?

 Not until the court approves the settlement and plan of allocation and any appeals are resolved. The final hearing is December 9, 2026.

Can I opt out of the Exabeam settlement? 

No. The class was certified as a non-opt-out class under Court of Chancery Rules 23(b)(1) and 23(b)(2). You can object, but you cannot exclude yourself.

What is the objection deadline?

 Written objections must be received by November 25, 2026.

Has the Exabeam settlement been finally approved?

 No. The court has preliminarily certified the class for settlement purposes but has not granted final approval.

Did Exabeam or the other defendants admit wrongdoing? 

No. They deny all allegations and say they settled to avoid the cost and risk of continued litigation.

I owned LogRhythm stock or worked there. Am I covered? 

Not automatically. Eligibility depends on holding Exabeam common stock that was cancelled in the merger.

Who do I contact with questions?

 The Settlement Administrator, A.B. Data, at 1-877-719-6140 or [email protected], or Exabeam Stockholder Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. Do not contact the court.

Update Log

• October 16, 2026: Article first published. The court has not yet approved the settlement.

Sources and Official Documents

1. Official settlement website, ExabeamStockholderSettlement.com
2. Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (dated October 7, 2026)
3. Stipulation and Agreement of Settlement dated September 18, 2026, including Exhibit A, Equity Term Sheet
4. Court documents page

AllAboutLawyer.com provides general legal information, not legal, investment or tax advice. The author is a legal content researcher, not a practicing attorney. The settlement remains subject to final court approval, and the equity component is not guaranteed to produce a payment. Consult a licensed attorney about your specific situation.

Researched and written by Israr Ahmad, legal content researcher and founder of AllAboutLawyer.com. All facts verified against the Court of Chancery’s authorized Notice of Pendency and Proposed Settlement, the Stipulation and Agreement of Settlement dated September 18, 2026, and the official settlement website (ExabeamStockholderSettlement.com), as of October 16, 2026. Last Updated: October 16, 2026.