Keypath Education $4.85M Securities Class Action Settlement

Individuals who owned shares of Keypath Education International Inc. common stock, including CHESS Depositary Interests, that the company exchanged for cash when Sterling Fund Management LLC acquired it on Sept. 11, 2024, may qualify to receive a cash payment from of a class action settlement.

Sterling and related defendants agreed to pay $4,850,000 to settle a class action lawsuit alleging it breached its fiduciary duties during the acquisition of Keypath Education International Inc.

Who are the class members?

The class includes all individuals and entities who:

• Were record or beneficial owners of Keypath Education International Inc. common stock, including holders of CHESS Depositary Interests
• Had their Keypath shares or CDIs exchanged for cash at the closing of the merger on Sept. 11, 2024

The class includes approximately 62 million shares.

How much can class members get?

The total settlement fund is $4,850,000, which the settlement administrator will distribute to eligible class members on a pro rata basis after deducting court-approved attorneys’ fees, litigation expenses, notice and administration costs and applicable taxes. The amount each class member receives depends on the number of eligible shares they held at the time of the merger.

The payment calculation is number of eligible shares held at the merger closing × per-share recovery amount. The per-share recovery amount calculation is net settlement fund / total number of eligible shares held by all class members.

No action needed to receive payment

Eligible class members do not need to submit a claim form to receive payment. They will automatically receive payment via the same method they received their merger consideration. There is no claim form to complete.

Class members can contact the settlement administrator with any questions.

Settlement administrator's contact information: Keypath Stockholder Settlement, c/o A.B. Data Ltd., P.O. Box 170500, Milwaukee, WI 53217, 866-588-5526, info@keypathstockholdersettlement.com

Payout options

• Class members who held shares through a broker will receive a deposit into their brokerage account.
• Class members who held shares of record will receive their payment directly from the settlement administrator, likely by check.

$4.85 million settlement fund breakdown

The $4,850,000 settlement fund covers:

• Settlement administration costs: Uo to $250,000
• Attorneys’ fees: Up to $1,067,000
• Attorneys’ expenses: To be determined
• Payments to class members: Remainder of the fund
• Taxes: To be determined

Important dates

• Fairness hearing: Jan. 13, 2026

When is the Keypath stockholder Settlement payout date?

The settlement administrator will distribute payments after the court resolves any appeals and grants final approval of the settlement.

Why is there a class action settlement?

The class action lawsuit alleged Sterling Fund Management LLC and related defendants breached their fiduciary duties in connection with the acquisition of Keypath Education International Inc. The plaintiffs claimed Sterling Partners, as a controlling stockholder, and certain directors and officers, failed to ensure a fair process and fair price for unaffiliated stockholders. The lawsuit also alleged the disclosures to stockholders were incomplete or misleading and that the merger price undervalued the company.

The defendants denied all allegations but agreed to settle to avoid the burden, expense and uncertainty of continued litigation.

Sources

1. Class notice
2. Settlement agreement