The litigation centers on a series of undisclosed buyout offers from an investor consortium. According to the complaint, Smartsheet received an unsolicited proposal in January 2024 to purchase shares at $56.25, which the consortium later increased to $56.50 by July 2024. During this timeframe, the company’s board initiated a $150 million share repurchase program, buying back stock at market prices averaging $46.45 per share—significantly lower than the acquisition bids.

Plaintiffs argue that Smartsheet had a legal obligation to disclose these formal acquisition offers before executing buybacks from unsuspecting shareholders. The discrepancy between the market price during the class period and the eventual $56.50 merger price, which was publicly announced on September 24, 2024, forms the basis of the damages claim. Rosen Law Firm, which filed the action, is currently soliciting participation from affected investors. No class has been certified yet, meaning investors remain free to retain their own counsel or participate as absent members.