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A federal judge in Pennsylvania on Monday granted preliminary approval to a $25 million settlement that would end a class action accusing Vanguard of triggering a massive asset sell-off that left investors with hefty tax bills. The ruling comes months after the court rejected a $40 million deal, citing conflicts with a parallel settlement brokered by the U.S. Securities and Exchange Commission.

U.S. District Judge John Murphy said the revised settlement, covering 12 investors who first brought the case, appeared to be negotiated in good faith and was “fair, reasonable and adequate.” A final approval hearing is scheduled for Jan. 6.

From $40M Rejection to $25M Reset

The settlement is a scaled-down version of the earlier $40 million agreement, which Judge Murphy tossed out in May. At the time, the SEC had already secured a $135 million settlement with Vanguard, a deal that overlapped with the investors’ claims.

The SEC resolution—engineered by a coalition of states led by Connecticut, New Jersey, and New York—included a requirement that Vanguard pay $133 million directly to affected investors. That raised questions about whether the federal class action settlement was reasonable, leading Murphy to strike it down.

This new pact sidesteps the problem. Plaintiffs’ lawyers said the $25 million offer recognizes the SEC’s payout while still delivering immediate relief to class members.

Investors Say “Set-It-and-Forget-It” Funds Betrayed Them

The dispute stems from a 2022 lawsuit accusing Vanguard of breaching its fiduciary duty to small investors in its target-date retirement funds. Plaintiffs claimed Vanguard’s effort to reduce costs backfired, forcing investors to liquidate up to 15% of their holdings. Those with taxable accounts were left saddled with unexpected tax burdens, effectively punished for trusting in “set-it-and-forget-it” funds.

“The settlement provides an immediate recovery and avoids the considerable risks of continued litigation in this complex case,” the plaintiffs said in their Friday filing.

Counsel on All Sides

The investors are represented by a coalition of law firms including Dovel & Luner LLP, The Rosen Law Firm PA, Wolf Haldenstein Adler Freeman & Herz LLP, Golomb Legal, Beasley Allen Law Firm, and The Brown Law Firm PC.

Vanguard and its officers are represented by Debevoise & Plimpton LLP and Welsh & Recker PC. Independent trustees managing the funds are represented by Paul Weiss Rifkind Wharton & Garrison LLP and Troutman Pepper Locke LLP.

What’s Next

Judge Murphy emphasized that the final approval hearing in January will determine whether the agreement fully resolves investor claims and shields Vanguard from further litigation over the same issues.

For now, the Vanguard $25M settlement signals a possible end to a financial saga that left retirement investors caught between corporate strategy, tax law, and overlapping regulatory settlements.