Exabeam Stockholder Settlement

No claim form - Nov 25 is only an objection date. The Exabeam stockholder settlement resolves Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF, a stockholder class action in the Court of Chancery of the State of Delaware over the stock-for-stock deal that combined Exabeam with LogRhythm on or about July 2, 2024 and cancelled every share of Exabeam common stock for nothing. The class is 343 individuals and entities holding 9,928,400 common shares - and that is the whole of it. Exabeam was a privately held, venture-backed company. Its common stock never traded on an exchange, so there is no retail investor who can buy into this class, and the Notice puts the entire membership at 343. If you are here because you recognise the Exabeam name from cybersecurity software, a data breach, a job, or a stock ticker, this settlement is almost certainly not about you. Four things decide whether this page is yours, and three of them cut against the headline. First, there is nothing to file and no claim deadline. The Notice states in capitals that eligible members do not have to submit a claim form. The administrator pays record owners from Exabeam's stockholder list as it stood at the closing. November 25, 2026 is the date by which a written objection, or a notice of intention to appear at the hearing, must be received - nothing more. A class member who lets it pass is still paid in full. Second, the settlement has two parts and only one of them is reliable. $7,000,000 in cash, which Exabeam represented its insurers intend to fund in full, and newly created Class C units of Excalibur CombineCo, L.P. with a nominal ceiling of $13,500,000. Both the Stipulation and the Notice say in terms that there is no guarantee the units will distribute the full ceiling or any amount at all. The two parts stack - nobody elects between them - but adding them together into a single headline figure would be wrong. Third, the fee ceiling is measured against both parts and taken out of only one. Plaintiffs' Counsel may seek up to 17.5% of the Settlement Fund, which the Notice defines as the $7,000,000 cash plus the equity ceiling plus interest. That award is to be paid solely from and out of the Cash Settlement Amount. Run the ceiling against the full fund and the fee alone could exceed half the cash. Fourth, nothing is approved yet and nobody can opt out. The settlement hearing is December 9, 2026. The class was preliminarily certified as a non-opt-out class under Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), so there is no exclusion process - objecting is the only way to push back.

Do I Qualify?

You may be eligible if:

• YOU HELD EXABEAM COMMON STOCK WHEN THE MERGER CLOSED ON OR ABOUT JULY 2, 2024, AND YOUR SHARES WERE CANCELLED FOR NO CONSIDERATION. This is the gate the entire class definition turns on. Paragraph 15 of the Notice certifies a non-opt-out class of all record and beneficial common stockholders of Exabeam whose shares were cancelled on or about July 2, 2024 in connection with the Merger, together with their respective successors and assigns, except the Excluded Persons. Payment is calculated from the shares you held at the closing, because those are the shares that were cancelled
• THE ENTIRE CLASS IS 343 INDIVIDUALS AND ENTITIES HOLDING 9,928,400 COMMON SHARES. That figure is stated in paragraph 15 of the Notice itself. Exabeam was a privately held, venture-backed Delaware corporation and its common stock was never listed on any exchange, so this is a closed list of people who already owned private company stock - not a class anyone can discover their way into
• Successors and assigns of a qualifying holder are inside the class on the same terms, and are measured by the same cancelled-share count
• WHO DOES NOT QUALIFY - THE BIG ONE: anyone who never held Exabeam COMMON stock. Exabeam's preferred stockholders are not in this class. Their combined liquidation preference of about $615 million exceeded the roughly $500 million implied deal price, which is why the common shares got nothing, and the preferred holders rolled into units of the post-merger parent instead. Preferred holders, and the venture investors among them, sit on the defendants' side of this case
• ALSO DOES NOT QUALIFY: anyone excluded by the Stipulation's Excluded Persons definition. That covers the Defendants, any affiliate, parent, subsidiary, partner, executive officer, director, heir, successor, assign or controlling person of any of them, members of their immediate families, and any entity in which any of them had a controlling interest when the Merger was consummated
• ALSO DOES NOT QUALIFY - THE CARVE-OUT MOST LIKELY TO CATCH A FORMER EMPLOYEE: any stockholder who received units in Excalibur Aggregation L.P. under a Common Unit Grant Agreement that contained a release of claims against the Defendants. Exabeam gave Plaintiffs' Counsel a schedule of those stockholders, and the proposed judgment requires any of them who does receive money from the fund to pay it back. Note that Excalibur Aggregation L.P. is a different entity from the Aggregator that class members are to form after judgment - the near-identical names are easy to mix up, and one of them disqualifies you while the other is how you get paid
• ALSO DOES NOT QUALIFY: Exabeam customers, Exabeam employees who held only options or units rather than cancelled common shares, LogRhythm stockholders, and anyone whose interest in Exabeam began after the merger closed. Nothing about using Exabeam's security software, or being named in any data incident, creates membership here. This is a Delaware fiduciary-duty case about a cancelled share class, not a consumer or data-breach settlement
• A BENEFICIAL HOLDER IS IN THE CLASS BUT IS NOT PAID DIRECTLY. Paragraph 15 covers record and beneficial holders alike, but paragraph 28 directs the administrator to pay each RECORD owner of Exabeam common stock as of the Closing Date. If shares were held through a broker or other nominee, the cash reaches the nominee and it is the nominee's job to pass it on. Brokers and nominees that held Exabeam common shares for someone else between May 4, 2024 and the closing are asked to forward the notice to those owners, or to hand the administrator their names and addresses
• NO STATE RESIDENCY REQUIREMENT. The class definition has no residency test and no state-by-state rule. The case is in the Delaware Court of Chancery because Exabeam was a Delaware corporation and the claims are Delaware fiduciary-duty claims, not because the class is limited to Delaware. A qualifying holder anywhere is measured by the same cancelled-share test
• YOU CANNOT OPT OUT. The Court preliminarily certified the class under Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), which carry no right of exclusion. The Notice says so directly. If the settlement is approved, the release binds every class member and bars separate claims over the Merger against the released parties, a group that includes Excalibur CombineCo, L.P., Excalibur Aggregation L.P. and LogRhythm Parent, LP alongside the Defendants. Objecting by November 25, 2026 is the only route open to a member who disagrees
• NOTHING IS FINAL YET. The scheduling order of September 30, 2026 grants preliminary certification for settlement purposes only. The settlement hearing is set for December 9, 2026 at 3:15 p.m. ET before Vice Chancellor Paul A. Fioravanti Jr., in Wilmington or by Zoom at the Court's discretion. No final approval has been granted and no payment date has been announced

There is no claim form in this settlement and no proof to submit to get paid. What the settlement requires of you: nothing. Paragraph 22 of the court-approved Notice states in capitals that a class member eligible to receive a payment from the Net Settlement Fund does not have to submit a claim form in order to receive that payment, and paragraph 30 repeats it. There is no form to file, no notice ID to enter, no documents to gather and no portal to log into. Eligibility and your amount both come from Exabeam's stockholder records, not from you. The Stipulation required Exabeam to give Plaintiffs' Counsel or the administrator a list of the registered holders of its common stock at the merger closing, with mailing addresses and share counts. A.B. Data pays each record owner the Per-Share Recovery multiplied by their cancelled shares, straight off that list. Nothing you send in can add you to the class or change your share. If you think you belong on that list, call the administrator rather than filing anything. A.B. Data, Ltd. can be reached at 877-719-6140, or at Exabeam Stockholder Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. If your name or address has changed since July 2024, the official settlement website has a Report Change of Name or Address page - a stale address is the likeliest reason a payment goes astray. If you held through a broker, your money comes through the broker. The class covers record and beneficial holders alike, but paragraph 28 directs payment to the record owner of the shares as of the closing. Brokers and nominees are asked to forward the notice to the beneficial owners they held for, or to give the administrator their names and addresses. Documentation matters in exactly one situation: objecting. An objection has to include proof that the objector is a class member, and the scheduling order describes that proof as copies of brokerage account statements or an authorised statement from the objector's broker showing the holdings. That is the only place in this settlement where paperwork is required of a class member, and it is optional - a class member who never objects is paid anyway. Being paid is still conditional on the Court. No final approval has been granted. The hearing is December 9, 2026, the Net Settlement Fund is not distributed until the judgment is final and any appeal is resolved, and a separate Court order authorising the distribution is required after that. No payment date has been announced.

What Happened?

Exabeam, Inc. and its directors, chief executive and venture investors agreed to a settlement of $7,000,000 in cash plus Class C units of Excalibur CombineCo, L.P. with a potential value of up to $13,500,000 to resolve Mihovilovic v. Exabeam, Inc., C.A. No. 2024-0976-PAF, a stockholder class action in the Court of Chancery of the State of Delaware before Vice Chancellor Paul A. Fioravanti Jr. The case was filed on September 20, 2024 by plaintiffs Domingo Mihovilovic, Nadav Lavy, Uri Ben-Dor and Rajiv Taneja as Trustee of the Taneja 2004 Family Trust

Exabeam was a privately held, venture-backed cybersecurity company incorporated in Delaware. On May 4, 2024 it agreed to merge with affiliates of Thoma Bravo, L.P., and on or about July 2, 2024 LogRhythm, Inc., a Thoma Bravo portfolio company, acquired it in a stock-for-stock transaction. The venture investors held enough votes to approve the deal and did so by written consent. Common stockholders received an information statement on or about June 18, 2024 asking them to approve the merger and waive their appraisal rights

According to that information statement the deal implied a price of about $500 million, while the preferred stockholders' combined liquidation preference was about $615 million. Because the preference exceeded the price, the common stockholders received nothing and their shares were cancelled. Preferred holders and certain employees, managers and others received units of Excalibur CombineCo, L.P., the post-merger parent

The plaintiffs allege the merger unfairly wiped out the common shares through a flawed process. They claim the venture investors manipulated the deal terms to cap Exabeam's share of the combined company at 49.9%, accepting a lower valuation for Exabeam in exchange for benefits the common holders did not share, and that the cap let the deal count as a Liquidation Event under Exabeam's charter so the preferred shares rolled into the parent while the common shares were cancelled. The complaint also alleges that common stockholders were not told about the May 4 written consent until June 18, which the plaintiffs say breached the prompt-notice requirement of Delaware's Section 228. The suit brought breach of fiduciary duty claims against the directors and the chief executive, an aiding-and-abetting claim against the venture investors, and the Section 228 claim against Exabeam

These are allegations and no court has ruled on them. The defendants moved to dismiss on January 31, 2025. They deny every allegation of wrongdoing, deny that the information statement or the sale process was deficient, maintain that the merger consideration was fair, and contend that the common shares were not in the money at any reasonable valuation of the company. They say they settled to end the burden, expense and risk of further litigation, and the settlement is not an admission of liability by anyone

An in-person mediation on October 28, 2025 ended without a deal, but further negotiations through the mediator produced an agreement in principle on February 19, 2026 and a signed term sheet on April 1, 2026. The parties entered into a Stipulation and Agreement of Settlement, Compromise, and Release as of September 17, 2026 and filed it with the Court on September 18

On September 30, 2026 Vice Chancellor Fioravanti granted, with modifications, a scheduling order preliminarily certifying the class for settlement purposes as a non-opt-out class under Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), approving the form of notice, appointing A.B. Data Notice and Claims Administration as settlement administrator and setting the hearing. The court-approved notice to class members is dated October 7, 2026, and the order also calls for a summary notice to run on PR Newswire

The Stipulation also addresses what happens if the Court declines to approve a non-opt-out settlement. In that event the parties agreed to negotiate in good faith over an opt-out version, with a threshold of opt-outs at which the defendants alone could choose to terminate it

The settlement hearing is scheduled for December 9, 2026 at 3:15 p.m. ET in Wilmington or by Zoom at the Court's discretion. At it the Court will consider whether to finally certify the non-opt-out class, approve the settlement and the Plan of Allocation, and grant the fee and incentive-award requests, and will hear any properly filed objections. A hearing is not an approval, and no payment date has been announced

How to File Your Claim

1. THERE IS NOTHING TO FILE TO BE PAID, AND THERE IS NO CLAIM DEADLINE. Paragraph 22 of the court-approved Notice says it in capital letters: if you are eligible to receive a payment from the Net Settlement Fund, you do not have to submit a claim form in order to receive your payment. There is no portal, no form, no notice ID to enter and nothing to upload. If the Court approves the settlement, the money comes to you
2. WHAT THE NOVEMBER 25, 2026 DATE ON THIS PAGE ACTUALLY IS. It is the deadline for a written objection to the settlement, the Plan of Allocation or the fee request to be received, and the deadline for a notice of intention to appear at the hearing to be received. It is not a claim deadline, because there is nothing to claim. An eligible holder who ignores it entirely is still paid in full
3. STEP ONE - WORK OUT WHETHER YOU HELD EXABEAM COMMON STOCK AT THE CLOSING. That single question decides whether this page is about you. Class membership and every payment amount come from the stockholder list Exabeam was required to hand over - the registered holders of its common stock at the merger closing, with mailing addresses and share counts - not from anything you submit
4. STEP TWO - IF YOU ARE UNSURE, CONTACT THE ADMINISTRATOR. A.B. Data, Ltd. is the Settlement Administrator. Call 877-719-6140 or write to Exabeam Stockholder Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. That is the single most useful thing a former Exabeam common holder can do with this page
5. STEP THREE - IF YOUR NAME OR ADDRESS HAS CHANGED, REPORT IT. The official settlement site has a Report Change of Name or Address page for exactly this. A stale address is the most likely reason a payment never arrives, since the administrator is working from a list frozen at the July 2024 closing
6. STEP FOUR - IF YOU HELD THROUGH A BROKER, TALK TO THE BROKER. The cash is paid to the record owner of the shares, so a beneficial holder's money arrives by way of the nominee rather than straight from the administrator
7. IF YOU WANT TO OBJECT, THE MECHANICS ARE STRICT. File a written objection with the Register in Chancery and serve it on Plaintiffs' Counsel and Defendants' Counsel, with an emailed copy to each counsel listed in the Notice, so everything is received by November 25, 2026. The objection must name the case and its civil action number, give your name, address and telephone number and the same for any lawyer, be signed, set out each objection with the reasons and evidence behind it, and include proof of class membership - the scheduling order describes that proof as copies of brokerage account statements or an authorised statement from your broker showing the holdings. To speak at the hearing you must also file and serve a notice of intention to appear by the same date and list any witnesses or exhibits
8. YOU DO NOT NEED A LAWYER TO OBJECT. The Notice says so. A lawyer you do hire is at your own expense. The Notice also asks class members not to call or write the Court or the Register in Chancery about the notice
9. WHAT HAPPENS AFTER THAT. Plaintiffs' briefs and the fee application are due at least 28 days before the hearing, replies to objections at least seven days before, and the $6,750,000 balance of the cash no later than 14 days before. The hearing is December 9, 2026. Cash is distributed only after the judgment becomes final, including the expiration or resolution of any appeal, and only after the Court enters a separate order authorising the specific distribution. The Court may move or reformat the hearing without further written notice, and any change is posted on the official settlement website
10. Visit the official claim form: https://exabeamstockholdersettlement.com/

How Much Will I Actually Get?

THERE IS NO FIXED PER-PERSON AMOUNT AND NOTHING TO ELECT. Every class member is paid on one formula from the cash, and every class member separately receives units. Nobody picks between them and nobody gets more by preferring one. PART ONE - THE CASH, WHICH IS THE PART YOU CAN RELY ON. $7,000,000 goes into an interest-bearing escrow account: $250,000 within 21 days of the Stipulation being signed and the remaining $6,750,000 no later than 14 days before the settlement hearing. Exabeam represented in the Stipulation that its insurers intend to fund the cash in full. Out of it come any taxes and tax expenses, any notice and administration costs, any Fee and Expense Award, and any other costs or fees the Court approves. What is left is the Net Settlement Fund. The administrator divides that by the total Eligible Shares to get a Per-Share Recovery, then pays each record owner that figure times their cancelled share count. The Notice publishes no per-share estimate, and none can be known until the Court rules on fees. WHAT THE CASH WORKS OUT TO, AS OUR ARITHMETIC RATHER THAN A PUBLISHED FIGURE. $7,000,000 across the 9,928,400 Eligible Shares is about $0.71 a share before any deduction. Take the full 17.5% fee ceiling off the cash alone and it is roughly $0.58 a share. Take 17.5% of the whole Settlement Fund - see the next point - and it is roughly $0.34 a share. All three are before notice and administration costs and taxes, which also come out of the cash. THE 17.5% FEE CEILING IS MEASURED AGAINST BOTH PARTS BUT TAKEN OUT OF THE CASH ALONE. This is the most consequential piece of fine print in the deal. Plaintiffs' Counsel - Kahn Swick & Foti, LLC and Block & Leviton LLP - will apply for a Fee and Expense Award of up to 17.5% of the Settlement Fund plus expenses. The Notice defines the Settlement Amount as the $7,000,000 Cash Settlement Amount together with the up-to-$13,500,000 Equity Settlement Amount, and the Settlement Fund as that Settlement Amount plus interest. The Notice then states that the Fee and Expense Award will be paid solely from and out of the Cash Settlement Amount portion of the Settlement Fund. So the percentage can be computed on a notional $20,500,000 while being subtracted entirely from $7,000,000. At the ceiling that is $3,587,500 by our arithmetic, more than half the cash, even if the equity never distributes a dollar. The Court sets the actual amount and class members are not personally liable for fees. Incentive awards of up to $5,000 per plaintiff come out of the fee award, not out of class members' shares. PART TWO - THE EQUITY, WHICH MAY BE WORTH NOTHING. The second part is newly created Class C units of Excalibur CombineCo, L.P., the post-merger parent, with a potential value of up to $13,500,000. Both the Stipulation and the Notice state there is no guarantee the units will result in a distribution of the full amount, or of any amount at all. THE $13,500,000 IS A CEILING ON THE EQUITY ONLY, NOT ON THE SETTLEMENT AND NOT A SECOND GUARANTEED PAYMENT. In the parent's distribution waterfall, $13,500,000 is the Maximum Return Amount - the most the Class C units can ever take, not what they are expected to take. Do not add it to the $7,000,000 and treat the total as the value of this settlement. WHY THE UNITS MAY PAY ZERO. Distributions by the parent, including the proceeds of any sale, run in a fixed order. First, Class A unit holders get their unreturned capital. Second, participating Class B holders are paid until the Institutional Holders reach the Minimum Return Threshold. Third, and only then, Class C units share pro rata with certain vested incentive units, subject to the $13,500,000 Maximum Return Amount. Fourth, the remainder goes to the participating Class B units. The Minimum Return Threshold is a 1.50x Return on Investment for the Institutional Holders, counted after taking any payments to the Class C units into account. The term sheet puts their Total Equity Investment at $746,961,523.90 as of September 17, 2026, and that figure can grow if they contribute more capital later. In plain terms the institutional investors must get back one and a half times roughly three quarters of a billion dollars before the Class C units see anything. If distributions never clear that bar, the units pay nothing, and no date for any distribution has been set. HOW THE UNITS REACH YOU, AND WHY THEY ARE HARD TO TURN INTO MONEY. The units do not go to class members individually. Within 25 calendar days after the Court enters judgment, class members are to form an entity the documents call the Aggregator, and within 30 calendar days after judgment Exabeam is to cause 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. Everything is book-entry only with no certificates, no class member has to contribute capital to receive them, and the Stipulation describes them as restricted securities under the federal securities laws, subject to contractual transfer restrictions and not freely tradeable when issued. Holders are bound by the Aggregator's governing documents and by the parent's amended and restated limited partnership agreement. AND THE PLAN OF ALLOCATION ITSELF IS NOT LOCKED. The Court may approve the Plan of Allocation as proposed or modify it without further notice to the class, with any such order posted on the official settlement website. Approval of the settlement is independent of approval of the Plan of Allocation.

Last reviewed: October 16, 2026 | Information verified from court records and official settlement documents.

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