A securities class action has been filed against Smartsheet Inc. alleging investors who sold shares before the company’s acquisition announcement were harmed because the market was not informed about alleged acquisition discussions. The lawsuit remains in its early stages, and the allegations have not been proven in court.
Smartsheet faces securities class action.
NEW YORK – August 6, 2026 (STL.News) A federal securities class action has been filed against Smartsheet Inc. (NYSE: SMAR), alleging the company failed to disclose material information related to acquisition discussions before announcing its sale to a consortium led by Blackstone and Vista Equity Partners. The complaint seeks to represent certain investors who sold Smartsheet stock during a specified period in 2024.
The lawsuit was announced Thursday by plaintiffs’ law firm Kirby McInerney LLP through a Business Wire press release. According to the firm, investors who sold Smartsheet common stock between June 1, 2024, and September 23, 2024, may be eligible to participate in the proposed class action if they suffered losses as defined in the complaint—the deadline for investors seeking appointment as lead plaintiff is October 5, 2026.
Allegations center on acquisition negotiations
According to the complaint, Smartsheet allegedly received credible acquisition proposals from a consortium led by Blackstone and Vista Equity Partners beginning in January 2024. The proposal reportedly valued the company at approximately $56.25 per share.
The lawsuit claims that despite those ongoing discussions, Smartsheet continued repurchasing its own stock during the summer of 2024, buying back more than 1.1 million shares between June and August at an average price of approximately $44.34 per share. Plaintiffs allege the company failed to disclose information regarding the acquisition interest while conducting those repurchases.
On September 24, 2024, Smartsheet announced it had entered into a definitive merger agreement under which an investor group led by Blackstone and Vista Equity Partners would acquire the company for $56.50 per share in cash. The announced purchase price represented a significant premium over Smartsheet’s trading price before the deal became public.
Investors claim they sold shares without key information
The proposed class action argues that investors who sold Smartsheet shares before the merger announcement did so without access to information that allegedly would have affected the stock’s market value.
Plaintiffs contend that had the market been aware of the acquisition discussions, Smartsheet shares may have traded at a higher price. The lawsuit seeks damages for investors who allegedly sold stock at prices below what they otherwise might have received had the information been publicly disclosed.
At this stage, the allegations remain unproven and have not been tested in court.
Lead plaintiff deadline set for October.
Under federal securities laws, investors who qualify as members of the proposed class may ask the court to appoint them as lead plaintiff. The lead plaintiff generally represents the interests of all class members throughout the litigation.
Kirby McInerney LLP said investors seeking that role must file their request with the court by October 5, 2026. Investors are not required to serve as lead plaintiff to remain eligible for any potential recovery if the class is ultimately certified and the case succeeds or reaches a settlement.
The case remains in its earliest stages.
No court has determined whether Smartsheet violated federal securities laws, and the filing of a class action does not establish liability. Securities class actions often take several years to resolve and may be dismissed, settled, or proceed to trial depending on the evidence and legal rulings.
As of publication, no judicial findings have been made regarding the allegations contained in the complaint. Smartsheet has not been found liable for any wrongdoing in connection with the claims described in the lawsuit.
Investors and observers should distinguish between the filing of a complaint and a court’s determination on the merits. The complaint represents the plaintiffs’ allegations, which Smartsheet will have an opportunity to challenge through the legal process.
Summary
The newly filed securities class action alleges that Smartsheet failed to disclose material information concerning acquisition discussions before announcing its sale to a Blackstone- and Vista-led investor group in September 2024. The proposed class includes certain investors who sold Smartsheet shares between June 1 and September 23, 2024, with an October 5, 2026, deadline to seek appointment as lead plaintiff. The allegations remain unproven, and the litigation is in its initial stages.
Editor’s Note: This article reports on the filing of a lawsuit. The allegations described in the complaint have not been proven in court, and Smartsheet is presumed not liable unless and until a court determines otherwise.
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