WWE merger lawsuit settlement finally submitted to court, Plaintiffs’ attorneys seek up to 33% of $147.5 million deal – POST Wrestling
The settlement still needs approval from the presiding judge, but the filing itself, which appeared on the docket Wednesday, discloses new details of the deal that will likely end the shareholder lawsuit over the WWE-UFC merger.
The stipulation confirms the settlement requires $147.5 million from the defendants: Vince McMahon, Nick Khan, Paul Levesque, George Barrios, and Michelle Wilson. The eligible shareholder class is defined as anyone who held WWE stock on September 12, 2023, the day those shares converted one-for-one into TKO stock.
The defendants who held stock at the time cannot benefit from the settlement, nor can former defendants Frank Riddick and Steve Koonin, who were dropped from the case in 2024. The exclusion also covers any of the defendants’ “affiliate[s], heir[s], successor[s], or assign[s],” though it’s not clear where that leaves immediate family members who weren’t named as defendants, like Stephanie McMahon, who held significant equity and is Vince’s daughter and Levesque’s wife.
Plaintiffs’ co-lead counsel, firms Block & Leviton LLP and Bernstein Litowitz Berger & Grossmann LLP, will seek fees of up to 33% of the settlement fund, or roughly $48.7 million — possibly more depending on interest that accrues while the fund sits in escrow. After fees, administrative costs, and taxes, the remaining “net settlement fund,” likely around $100 million, will be distributed to shareholders.
How much shareholders might actually get
Based on our analysis of WWE’s final regulatory filings before the merger closed, there were just over 83 million total shares outstanding at closing: 52,062,642 Class A shares and 31,099,011 Class B shares, the latter held exclusively by McMahon family members. Only Vince McMahon’s own stake, roughly 28 million shares, is clearly excluded from recovery. Stephanie McMahon’s shares (nearly 2 million) and Linda McMahon’s (just over 500,000) may or may not be eligible. But that leaves roughly 55 million eligible shares once Vince McMahon’s holdings are subtracted. The other four defendants’ stakes are likely too small to move the number much at this scale.
Under those assumptions, a net fund of roughly $100 million divided by 55 million shares works out to about $1.81 per share, before administrative costs are taken out.
WWE stock was trading around $100 at the time of the merger, so an investor who held 100 shares (roughly $10,000 in value at the time) would collect under $200. For another example, someone who held 10 shares would collect under $20.
The defendants admitted no wrongdoing as part of the deal. That’s similar to Vince McMahon’s 2025 settlement with the Securities and Exchange Commission, which focused on two nondisclosure agreements McMahon signed on his own and WWE’s behalf without informing the company’s auditors, accountants, or in-house legal team.
The stipulation for the merger case states:
The Settlement and this Stipulation shall in no event be construed as, or deemed to be, evidence of or an admission, concession, or presumption on the part of any of the Defendants or WWE with respect to any claim or factual allegation or of any fault or liability or wrongdoing or damage whatsoever or any infirmity in the defenses that any of the Defendants have or could have asserted in the Action or in any other action.
WWE’s board members are generally protected by the company legally, both in terms of legal defense and any monetary settlement or judgment. Therefore, WWE and its insurers are responsible for much of the payment. There’s no sign that any of the defendants, other than possibly McMahon, are going to pay out personally.
TKO disclosed in a regulatory filing earlier this month that WWE is responsible for $105 million of the settlement, with $75 million of that expected to come from the company’s insurers. The filing didn’t specify McMahon’s portion, but simple math suggests he’s responsible for the remaining $42.5 million. It’s unclear yet if insurance covers any part of McMahon’s portion or if he’s on the hook personally. It appears McMahon’s attorneys and WWE’s attorneys had been negotiating that issue recently.
Issues among the defendants appear unresolved
The settlement’s filing was delayed by a “narrow disagreement” among the defendants, between the Vince McMahon and non-Vince McMahon sides. The stipulation points to a separate agreement among the defendants, also executed August 25, but discloses little about its terms beyond confirming that not everything between them has been resolved. Whatever remains unsettled is defined as “Preserved Intra-Defendant Claims,” and the settlement leaves a window open, running until the judge gives final approval, during which those claims could still be pursued.
Each of the defendants, who denied all wrongdoing throughout the litigation, sat on WWE’s board when the company struck its deal with Endeavor in 2023. The lawsuit alleged McMahon preselected Endeavor as the winner of the merger process because only Endeavor CEO Ari Emanuel would guarantee him a continued role at the combined company. McMahon had retired in July 2022 following the emergence of sexual misconduct allegations and related nondisclosure agreements worth millions of dollars. Evidence filed in the case shows McMahon and Emanuel communicating throughout that summer, months before McMahon returned to WWE and formally put the company up for sale. The other defendants are alleged to have cooperated with McMahon’s scheme, in violation of their duties to shareholders.
The case had been set for a week-long trial beginning on June 8, but the parties reached an agreement in principle the last business day before, ensuring McMahon, Emanuel, Khan, Levesque, and others on the parties’ witness lists would not testify. McMahon and Khan had also been sanctioned in the weeks leading up to the scheduled trial. Primarily through their use of the Signal messaging app and its auto-delete function, the court found that the two had failed to preserve evidence they had a duty to protect. As a result, the defendants were going into the trial with unfavorable assumptions made against their case.
The settlement document discloses that on March 20, counsel for the parties met in-person with a mediator from Phillips ADR Enterprises, but the lawsuit was not resolved during that session. Later, on June 5, “after receiving a mediator’s recommendation,” the parties reached an agreement in principle to settle the case for $147.5 million in cash, and the trial was cancelled.
Still to be scheduled is a court hearing where Vice Chancellor J. Travis Laster will consider the fairness of the settlement. Shareholders will separately receive notice of their right to object to whether the settlement is fair.
You can read the settlement for yourself below.
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