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NOTICE OF PROPOSED CLASS ACTION SETTLEMENT

You may be entitled to a payment from a class action settlement if you purchased or otherwise acquired Forescout Technologies, Inc. (“Forescout”) common stock between May 10, 2019, and May 15, 2020, both dates inclusive (the “Class Period”).

A Federal Court authorized this notice.  This is not a solicitation from a lawyer.

IF YOU ARE A CLASS MEMBER, YOUR LEGAL RIGHTS WILL BE AFFECTED BY THIS SETTLEMENT WHETHER YOU ACT OR DO NOT ACT.  PLEASE READ THE NOTICE CAREFULLY.

Excluded from the Class[1] are Defendants, current or former officers and directors of Forescout, any entity in which the Defendants have or had a controlling interest; and all affiliates, family members, legal representatives, heirs, successors or assigns of any of the above.

• Purpose of Notice:  The purpose of the Notice is to inform you of the proposed settlement (the “Settlement”) of this pending securities class action (the “Action”) and a hearing to be held by the Court to consider: (i) whether the Settlement should be approved; (ii) whether the proposed plan for allocating the proceeds of the Settlement (the “Plan of Allocation”) should be approved; and (iii) whether Class Counsel’s application for attorneys’ fees and expenses should be approved.  The Notice describes important rights you may have and what steps you must take if you wish to participate in, or object to, the Settlement.
  
  
• Summary of Claims Resolved:  The Settlement resolves claims by the Court-appointed Co-Lead Plaintiffs Glazer Capital Management, L.P., Glazer Enhanced Fund L.P., Glazer Enhanced Offshore Fund, Ltd., Glazer Offshore Fund, Ltd. and Highmark Limited, in respect of its Segregated Account Highmark Multi-Strategy 2 (the “Glazer Funds”), and Meitav Mutual Funds Ltd. (“Meitav” and with the Glazer Funds, “Plaintiffs” or “Co-Lead Plaintiffs”), that have been asserted on behalf of themselves and the Class against Forescout Technologies, Inc., Michael DeCesare, and Christopher Harms (collectively the “Defendants,” together with Plaintiffs, the “Parties” and each a “Party”) for alleged violations of federal securities laws by allegedly making misrepresentations and/or omissions of material fact between May 9, 2019, and May 15, 2020.
  
  
• Statement of Class Recovery:  Subject to Court approval, Plaintiffs, on behalf of the Class, have agreed to settle the Action in exchange for a payment of $45,000,000 (the “Settlement Amount”), which will be deposited into an Escrow Account and may earn interest (the “Settlement Fund”).  The Net Settlement Fund (as defined below) will be distributed to Class Members according to the Court-approved plan of allocation (the “Plan of Allocation”).  The proposed Plan of Allocation is set forth on pages 11-16 in the Notice.
  
  
• Estimate of Average Recovery Per Share:  Plaintiffs estimate there were approximately 38.1 million shares of Forescout common stock traded during the Class Period that may be eligible to participate in the Settlement pursuant to the Plan of Allocation (see pp. 11-16 in the Notice).  If all of those shares elect to participate in the Settlement, the average recovery per share could be approximately $1.18, before deduction of any fees, expenses, costs, and awards described herein.  Class Members should note that this is only an estimate.  Some Class Members may recover more or less than this estimated amount depending on, among other factors, when and at what prices they purchased/acquired or sold their Forescout common stock, whether they sold their shares of Forescout common stock and the total number of valid Proof of Claim and Release Forms (or “Claim Forms”) submitted and the value of those claims.  Distributions to Class Members will be made based on the Plan of Allocation set forth herein (see pages 11-16 in the Notice) or such other plan of allocation as may be ordered by the Court.
  
  
• Statement of Potential Outcome of Case If the Action Continued to Be Litigated:  The Parties disagree about both liability and damages and do not agree on the damages that would be recoverable if Plaintiffs were to prevail on each claim asserted against the Defendants.  Among other things, the Parties disagree on (i) whether Defendants violated the federal securities or any other laws or committed any acts of wrongdoing whatsoever; (ii) whether Forescout’s public disclosures were, in fact, materially misleading; (iii) whether Plaintiffs and the Class suffered any harm as a result of Defendants’ alleged violations of the federal securities laws and purported subsequent revelation of the truth; (iv) whether Defendants’ alleged misconduct was the proximate cause of any losses suffered by the Class; and (v) whether Defendants acted with the requisite culpability to violate federal securities laws.
  
  
• Reasons for Settlement:  Plaintiffs’ principal reason for entering into the Settlement is the substantial immediate cash benefit for the Class without the risk or the delays inherent in further litigation.  Plaintiffs weighed this benefit against the significant risk that a smaller recovery – or no recovery at all – might be achieved after contested motions, a trial of the Action and post-trial appeal.  That process would be expected to last several years.  The Settlement was entered into after extended mediation proceedings.  Defendants deny all claims of wrongdoing, that they engaged in any wrongdoing, that they are liable to Plaintiffs and/or the Class and that Plaintiffs or other Class Members suffered any injury as a result of Defendants’ conduct.  Without admitting any wrongdoing, fault, liability, or damage on their part whatsoever, Defendants are willing to settle to avoid the continuing burden, expense, inconvenience and distraction to Defendants in this Action, and to avoid the cost, delay, and risk of continuing the Action provided that all of the claims of the Class are settled and compromised.
  
  
• Attorneys’ Fees and Costs:  Class Counsel and other Plaintiffs’ counsel have not received any payment for their services in conducting this litigation on behalf of Plaintiffs and the members of the Class, nor have they been reimbursed for their out-of-pocket expenditures.  If the Settlement is approved by the Court, Class Counsel will apply to the Court for attorneys’ fees not to exceed one-third of the Settlement Amount and any interest accrued thereon, and reimbursement of expenses not to exceed $2,500,000, and any interest accrued thereon.  If the amount requested by counsel is approved by the Court, the average cost of fees and expenses would be approximately $0.46 per share.  In addition, an award for the time and expenses incurred by the Plaintiffs will be requested, not to exceed $50,000 each for (1) the Glazer Funds and (2) Meitav.
  
  
• Identification of Attorneys’ Representatives:  Requests for further information regarding the Action, this Notice or the Settlement, can be directed to Class Counsel:  Omar Jafri or Brian P. O’Connell, Pomerantz LLP, 10 South LaSalle Street, Suite 3505, Chicago, IL 60603, (312) 377-1181, and Jeffrey S. Abraham or Michael J. Klein, Abraham, Fruchter & Twersky, LLP, 450 Seventh Avenue, 38th Floor,  New York, NY 10123, (212) 279-5050. Please Do Not Call the Court with Questions About the Settlement.
  

[1] All capitalized terms not defined in this Notice have the meanings provided in the Stipulation of Settlement dated July 18, 2025 (“Stipulation”). The Stipulation can be viewed HERE