Notice of Pendency of Stockholder Class Action:1 Please be advised that your rights will be affected by the stockholder class action captioned Michigan Electrical Employees’ Pension Fund, et al. v. Vista Equity Partners Mgm’t, LLC, C.a. No. 2025-0305-LLW (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you held PowerSchool Holdings, Inc. (“PowerSchool” or the “Company”) common stock as of the October 1, 2024 closing of the acquisition by entities affiliated with Bain Capital Private Equity, LP (“Bain”) of the shares of PowerSchool common stock (the “Acquisition”) and received $22.80 per share in cash in exchange for your shares of PowerSchool common stock in connection with the Acquisition.
Notice of Settlement: Please also be advised that (i) plaintiffs Michigan Electrical Employees’ Pension Fund and Glazer Capital, LLC (together, “Lead Plaintiffs”), on behalf of themselves and all other members of the Court-certified Class (as defined in paragraph 19 of the Notice); (ii) Vista Equity Partners Management, LLC, VEP Group, LLC, Onex Corporation, Laurence Goldberg, Monti S. Saroya, Hardeep Gulati, Zach Levitt, Judy Cotte, Betty Hung, and Gwen Reinke (together, “Defendants”); and (iii) PowerSchool Holdings, Inc. (together with Plaintiffs and Defendants, the “Parties”) have reached a proposed settlement of the Action for $26,500,000.00 (U.S. Dollars) in cash (the “Settlement”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Class, you are subject to the Settlement. The Class means the class set forth in the Stipulation and defined by the Court in its Order Regarding Class Certification, which was on February 16, 2026, i.e., a non-opt-out class consisting of:
All former holders of PowerSchool common stock as of the October 1, 2024 closing of the Transaction (“Closing”) who received $22.80 per share in cash in exchange for their shares of PowerSchool common stock, whether beneficial or of record, including as necessary for relief the legal representatives, heirs, successors-in-interest, transferees, and assignees of all such foregoing holders, but excluding (i) Defendants in this action; (ii) any person who is, or was at the Closing, an officer, director, or partner of PowerSchool, Vista Equity Partners Management, LLC, Onex Corporation, and/or Bain Capital Private Equity, LP; (iii) the immediate family members of any of the foregoing; (iv) any trusts, estates, entities, or accounts that held PowerSchool common stock for the benefit of any of the foregoing; and (v) the legal representatives, heirs, successors-in interest, successors, transferees, and assigns of (i)-(iv).
Please Note: The Class was certified as a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Class.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. This Notice explains how members of the Class (“Class Members,” and each, a “Class Member”) will be affected by the Settlement.
If you have questions, you may call the PowerSchool Stockholders Litigation Help Line at 1-877-777-9248 or email info@PowerSchoolStockholdersLitigation.com
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RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 25-35 in the Notice. |
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OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 19, 2026. |
If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s2 application for an award of attorneys’ fees and Litigation Expenses, you may write to the Court and explain the reasons for your objection. |
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ATTEND A HEARING ON NOVEMBER 9, 2026, at 3:15 PM., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 23, 2026. |
Filing a written objection that is received by October 19, 2026 and notice of intention to appear that is received by October 23, 2026, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the November 9, 2026 hearing may be conducted by telephone or videoconference (see paragraphs 42-51 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |
2 “Plaintiffs’ Counsel” are Lead Counsel—Johnson Van Kwawegen LLP and Kessler Topaz Meltzer & Check LLP —and additional Plaintiffs’ Counsel—Saxena White P.A.