National Instruments $28M Securities Settlement (NATI) — About $3.01 a Share

What Changed Recently?

National Instruments, its former CEO Eric Starkloff and its former CFO Michael McGrath agreed to pay $28 million to resolve In re National Instruments Corporation Securities Litigation, No. 1:23-cv-10488-DLC, in the U.S. District Court for the Southern District of New York. Judge Denise L. Cote preliminarily approved the deal on September 25, 2026, and notice to the class went out in late October.

The case claimed that National Instruments repurchased its own stock in 2022 while holding undisclosed information about acquisition approaches from Emerson Electric, which later bought the company in 2023. Because the company was the buyer, the shareholders said to be harmed are the ones who sold. The court let an insider-trading claim against the company and related control-person claims against Starkloff and McGrath go forward in September 2024, certified the class in September 2025, and the Second Circuit declined to hear an appeal of that ruling in February 2026. Summary judgment motions were pending when the parties accepted a mediator’s proposal in June 2026. The defendants deny all wrongdoing and liability.

Who Qualifies?

The class covers everyone who sold National Instruments common stock between August 12 and August 30, 2022, inclusive, and/or between September 12 and September 28, 2022, inclusive, and was damaged by it. Sales between August 31 and September 11, 2022 fall outside both windows.

The defendants, the company’s officers and directors, their immediate families, and entities they control are excluded. So is anyone who opted out after the earlier notice that the class had been certified.

How Much Can You Get?

The settlement notice estimates an average recovery of about $3.01 per damaged share before deductions. If the court awards the maximum requested fees and expenses, those would take about $1.11 of that per share. Lead Counsel is asking for up to one-third of the fund plus up to $1 million in expenses, and the Lead Plaintiff may ask for up to $10,000. The Lead Plaintiff estimates the class’s maximum possible damages at about $80 million, a figure the defendants dispute.

Each claimant’s share depends on a recognized loss calculated per share. For a share sold during either class window, the recognized loss is $48.00 (the Lead Plaintiff’s expert’s estimate of the stock’s true value) minus the sale price, when the sale price was below $48.00. A sale at or above $48.00 has no recognized loss. Shares still held after September 28, 2022 have no recognized loss either. For anyone who held shares going into the class period or traded several times, sales are matched to holdings on a first-in, first-out basis.

The net fund is divided pro rata by recognized loss, so actual payments rise or fall with how many claims are filed. No payment is made to anyone whose share works out to less than $10.00.

What Proof or Notice ID Is Required?

Proof is required. The Proof of Claim and Release asks for copies of broker confirmation slips or monthly brokerage statements documenting each National Instruments transaction and holding the claim relies on, and the notice warns that claims without that documentation may be rejected. Receiving the postcard notice does not by itself establish class membership.

What Is the Deadline?

Proofs of Claim must be submitted online or postmarked on or before January 14, 2027. The notice does not specify a time zone. Objections, and requests to speak at the hearing, must be received by the court and counsel by December 18, 2026.