The legal action, filed by Robbins LLP, centers on claims that Smartsheet executives violated federal securities laws by failing to disclose takeover interest from Blackstone Inc. and Vista Equity Partners Management. According to the court filing, the consortium approached Smartsheet in January 2024 with a $56.25-per-share offer. While board discussions continued through the summer, the company allegedly proceeded to buy back 1,128,000 shares for roughly $50 million without informing the public of the premium acquisition offers.

Plaintiffs argue that these repurchases were accompanied by misleading statements that touted the buyback activity while omitting the material fact that a higher-value buyout was imminent. The eventual announcement of a $56.50-per-share merger agreement in late September 2024 caused Smartsheet's stock price to jump, leaving those who sold during the preceding months claiming significant financial harm. Shareholders seeking to serve as lead plaintiff in the litigation must submit their paperwork by the October deadline.