S4 Capital Sued by Former CitrusByte Execs Over $7M Escrow

The lawsuit says that a year after the transaction closed, S4 acknowledged that CitrusByte had met the performance standards required and agreed to make a “maximum contingent payment.” The exact terms are redacted in the filing.

S4 later refused to release at least $7 million from escrow after payout deadlines in 2025 and 2026, the suit alleges. The company claimed it had the right to withhold the money to cover costs from a separate legal dispute with a former CitrusByte executive, Yoav Cohen.

Cohen, who served as chief commercial officer of S4’s Formula.Monks division after the acquisition, sued S4 and CitrusByte in March 2025, alleging unpaid incentive payments. The parties agreed to dismiss the case with prejudice a week later. The plaintiffs argue that the deal’s contract only made them responsible for liabilities that arose before S4 took ownership. S4 settled Cohen’s claim without their consent, they said, voiding any obligation to cover costs.

The suit also alleges S4 failed to deliver shares due to the executives in 2025 on time. S4 eventually issued shares to Jessup and Kullmann in November of that year. It has not released shares owed to Brim-DeForest, the lawsuit says.

S4 launched in 2018 after founder Martin Sorrell’s departure from WPP. The company grew rapidly through more than 20 acquisitions. Major tech clients later cut marketing spending, and some agencies underperformed. S4 cut its head count to 6,150 as of June 2024, down from over 9,000 at its peak. Its stock has fallen about 94% since the 2021 peak. Its market capitalization stands at around 347 million pounds.

The former executives are seeking at least $7 million in escrow funds, damages for the withheld and delayed equity, and legal costs.