This action stems from a proposed transaction announced on October 27, 2022, pursuant to which UserTesting, Inc. would be acquired by Thoma Bravo, a leading software investment firm, and Sunstone Partners for $7.50 per share, in an all-cash transaction valued at approximately $1.3 billion.

On December 6, 2022, Defendants filed a proxy statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement omitted material information with respect to the Proposed Transaction, which rendered the Proxy Statement false and misleading.

On January 10, 2023, UserTesting held a special meeting of its shareholders in connection with the Acquisition. The Complaint alleges that in reliance on the Proxy Misrepresentations, UserTesting's misled shareholders voted to support the Acquisition. For these reasons, Plaintiff asserts claims against the Defendants under Sections 14(a) and 20(a) of the Exchange Act to recover the damages caused by their alleged violations.

On June 23, 2023, the Court issued an Order appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an Amended Complaint on August 11. Defendants filed a Motion to Dismiss the Amended Complaint on October 11.

On September 16, 2024, the Court issued an Order granting Defendants' Motion to Dismiss. Plaintiff was given leave to amend the Complaint. Lead Plaintiff filed a second Amended Complaint under seal on September 26. On October 3, Lead Plaintiff filed a redacted public version of the Amended Complaint. Defendants filed a Motion to Dismiss the second Amended Complaint on November 7.

On May 19, 2025, the Court issued an Order granting Defendants' Motion to Dismiss. The case was dismissed with prejudice.

On June 2, Lead Plaintiff filed a Notice of Appeal to the United States Court of Appeals for the Ninth Circuit, citing their intention to appeal the District Court's Dismissal Order.