Iowa Public Employees’ Retirement System, et al. v. Bank of America Corp., et al.

A class action is a lawsuit in which one or more representatives bring a lawsuit on behalf of themselves and other similarly situated persons (i.e., a class) who have similar claims against the defendants. The representative plaintiffs, the court, and counsel appointed to represent the class all have a responsibility to make sure that the interests of all class members are adequately represented.

Importantly, class members are NOT individually responsible for payment of attorneys’ fees or litigation expenses. In a class action, attorneys’ fees and litigation expenses are paid from the settlement fund (or the court-awarded judgment amount) and must be approved by the court. If there is no recovery on behalf of the class, the attorneys do not get paid.

When a representative plaintiff enters into a settlement with a defendant on behalf of a class, such as in these Settlements with the Settling Defendants, the court will require that the members of the class be given notice of the settlement and an opportunity to be heard with respect to the settlement. The court then conducts a hearing (called a Fairness Hearing) to determine, among other things, if the settlement is fair, reasonable, and adequate.

You received a Notice because you requested it or records indicate that you may be a Settlement Class Member. As a potential Settlement Class Member, you have a right to know about the proposed Settlements with the Settling Defendants before the Court decides whether to approve the Settlements.

The Notice explains the Action, the Settlements, your legal rights, what benefits are available, who is eligible for them, and how you can apply to receive your portion of the benefits if you are eligible. The purpose of the Notice is also to inform you of the Fairness Hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlements and Plans of Allocation and to consider requests for awards of attorneys’ fees, litigation expenses, costs, and plaintiff service awards from the Settlement Funds.

The Notice incorporates by reference the definitions in the Stipulations and Agreements of Settlement with the Settling Defendants (the “Settlement Agreements”) and the Court’s Preliminary Approval Orders for each of the Settlements.

The Settlement Agreements and the Court’s Preliminary Approval Orders can be found here. All capitalized terms used, but not defined, shall have the same meanings as in the Settlement Agreements and the Court’s Preliminary Approval Orders.

In the event of any conflict between the terms in the Notice and the Settlements, the Settlements’ terms govern.

Plaintiffs allege that Defendants, the dominant intermediary banks in the U.S. stock loan market, conspired to block and boycott new offerings that would have increased competition and improved the efficiency and transparency of the market, in violation of Section 1 of the Sherman Act, 15 U.S.C. § 1. The purpose and effect of this alleged conspiracy was to maintain supracompetitive “spreads” between beneficial owners of stock who lend their stock out for a fee and borrowers of stock, who generally sell the borrowed shares as part of a short transaction. As a result, Plaintiffs allege Class Members were damaged by receiving lower fees for lending shares of stock and/or paying higher fees for borrowing stock than they would have if Defendants had not conspired to block efficient new developments in the market. The lawsuit also alleges that Defendants were unjustly enriched under the common law. All Defendants deny they did anything wrong.

The Court supervising the case is the United States District Court for the Southern District of New York. The case is called Iowa Public Retirement Employees’ Retirement System, et al. v. Bank of America Corp., et al., No. 17-cv-6221 (KPF-SLC).

The entities that are prosecuting this suit, referred to as “Plaintiffs,” are Iowa Public Employees’ Retirement System; Los Angeles County Employees Retirement Association; Orange County Employees Retirement System; Sonoma County Employees’ Retirement Association; and Torus Capital, LLC.

Plaintiffs allege that, during the Class Periods, the Defendants conspired to prevent the emergence of efficient all-to-all electronic trading platforms in the stock loan market, including by jointly boycotting platforms that offered all-to-all electronic trading. Plaintiffs allege that the Defendants agreed that the Defendant banks would use the electronic platform provided by Defendant EquiLend, a company jointly owned in substantial part by the Defendant banks. Plaintiffs allege the Defendant banks agreed to use their influence over EquiLend to ensure the EquiLend platform never offered efficient all-to-all trading for stock loans. As a result, the stock loan market remained inefficient, with the Defendant banks earning supracompetitive spreads on stock loan transactions.

Plaintiffs also allege that, during the Class Periods, the Defendants conspired to boycott data products that would have provided more transparent pricing in the stock loan market, putting competitive pressure on the spreads earned by the Defendant banks. As a result, Plaintiffs allege Defendants took advantage of the more opaque pricing to which the market was limited to charge supracompetitive spreads.

Plaintiffs allege that, as a result of Defendants’ misconduct, they and Class Members suffered harm. Class Members who were beneficial owners of stock and loaned stock into the stock lending market earned lower fees than they would have absent Defendants’ alleged misconduct, and Class Members who borrowed stock as end users in the stock loan market (typically as part of a short sale) paid more in fees than they would have absent Defendants’ misconduct.

The Settling Defendants maintain that they have good and meritorious defenses to Plaintiffs’ claims and would prevail if the case were to proceed. Nevertheless, to settle the claims in this lawsuit, and thereby avoid the expense and uncertainty of further litigation, the Settling Defendants have agreed to pay a total of $580,008,750 in cash for the benefit of the proposed Settlement Classes. If the Settlements are approved, the respective Settlement Amounts, plus any interest earned (the “Settlement Funds”), less any taxes, the reasonable costs of Class Notice and administration, any Court-awarded attorneys’ fees, litigation expenses and costs, plaintiff service awards, and any other costs or fees approved by the Court (the “Net Settlement Funds”) will be divided among Settlement Class Members for each Settlement who file timely and valid Claim Forms.

Plaintiffs filed this Action on August 16, 2017, and filed an Amended Complaint on November 17, 2017. The Defendants moved to dismiss the Action on January 26, 2018, and on September 27, 2018 the Court denied Defendants’ motions.

After extensive discovery, Plaintiffs moved to certify the Action as a Class Action on February 22, 2021. Defendants opposed Plaintiffs’ motion, and the Court referred Plaintiffs’ class certification motion to Magistrate Judge Sarah L. Cave.

On January 20, 2021, while Plaintiffs’ motion for class certification was still pending, Plaintiffs reached an agreement with the Credit Suisse Settling Defendants to settle claims against those parties for $81 million. The Court preliminarily approved that settlement on February 25, 2022. The Court’s order preliminarily certified a Settlement Class comprised of:

All Persons or entities who, directly or through an agent, entered into Stock Loan Transactions with the Prime Broker Defendants, direct or indirect parents, subsidiaries, or divisions of the Prime Broker Defendants, or the Released Credit Suisse Parties, in the United States from January 7, 2009 through the Execution Date [January 20, 2022] (the “Settlement Class Period”), inclusive. Excluded from the Settlement Class are Defendants and their employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist, whether or not named in the Amended Complaint, entities which previously requested exclusion from any Class in this Action, the United States Government, and all of the Released Credit Suisse Parties, provided, however, that Investment Vehicles shall not be excluded from the definition of the Settlement Class.

On June 30, 2022, Judge Cave issued a Report and Recommendation recommending that the Court certify the proposed litigation class.

On August 15, 2022, both the remaining Defendants and Plaintiffs filed objections to Judge Cave’s Report and Recommendation. Defendants argued that the Court should deny Plaintiffs’ motion for class certification completely; Plaintiffs’ objections argued only that the Class Period should be extended to February 22, 2021, the date of Plaintiffs’ class certification motion, rather than ending August 16, 2017. All briefing on the parties’ objections, including the parties’ responses, replies, was complete as of November 11, 2022.

With the help of a neutral mediator, retired federal judge Layn R. Phillips of Phillips ADR, Plaintiffs and the Newly Settling Defendants agreed on the New Settlement Agreement on August 20, 2023. The New Settlement Agreement provides that the Newly Settling Defendants will pay $499,008,750 and agree to industry reforms designed to prevent anticompetitive collusion through Defendant EquiLend. The Court preliminarily approved the New Settlement on September 1, 2023, preliminarily certifying a class comprised of:

All Persons or entities who, directly or through an agent, entered into Stock Loan Transactions with the Prime Broker Defendants, direct or indirect parents, subsidiaries, or divisions of the Prime Broker Defendants, or the Released Credit Suisse Parties, in the United States from January 7, 2009 through the Execution Date [August 20, 2023] (the “Settlement Class Period”), inclusive. Excluded from the Settlement Class are Defendants and their employees, affiliates, parents, subsidiaries, and co-conspirators, should any exist, whether or not named in the Amended Complaint, entities which previously requested exclusion from any Class in this Action, the United States Government, and all of the Released Credit Suisse Parties, provided, however, that Investment Vehicles shall not be excluded from the definition of the Settlement Class.

The Court’s preliminary approval order directed Class Counsel to pursue steps to seek final approval of the Settlements, including preparing the Notice.

The Court has approved the Settlements and Plans of Allocation, the attorneys’ fees, and the incentive awards. Written orders can be found here.

Plaintiffs and Class Counsel believe that Settlement Class Members have been damaged by Defendants’ conduct. The Settling Defendants believe that they have meritorious defenses to Plaintiffs’ allegations and believe that Plaintiffs’ claims would have been rejected prior to trial, at trial (had Plaintiffs successfully certified a class and survived summary judgment motions), or on appeal. As a result, Settling Defendants believe that Plaintiffs would have received nothing if the litigation had continued to trial.

The Court has not decided in favor of either Plaintiffs or Defendants. Instead, Class Counsel engaged in negotiations with the Settling Defendants to reach negotiated resolutions of the claims against the Settling Defendants in the Action. The Settlements allow both sides to avoid the risks and costs of lengthy litigation and the uncertainty of pre-trial proceedings, a trial, and appeals, and, if approved, will permit eligible Settlement Class Members who file timely and valid Claim Forms to receive some compensation, rather than risk ultimately receiving nothing. Plaintiffs and Class Counsel believe the Settlements are in the best interest of all Settlement Class Members.

The Settling Defendants have agreed to pay a total of $580,008,750 in cash for the benefit of the proposed Settlement Classes. If the Settlements are approved, the Net Settlement Funds will be divided among all Settlement Class Members who filed timely and valid Claim Forms. The Newly Settling Defendants have also agreed to industry reforms designed to prevent anticompetitive collusion through Defendant EquiLend.

If the Settlements are approved, the Action will be resolved against the Settling Defendants and will continue against all other Defendants. If either or both of the Settlements are not approved, the Settling Defendants will remain as defendants in the Action, and Plaintiffs will continue to pursue their claims against all remaining Defendants.

In both Preliminary Approval Orders, the Court preliminarily approved the following Settlement Class:

All Persons or entities who, directly or through an agent, entered into Stock Loan Transactions with the Prime Broker Defendants, direct or indirect parents, subsidiaries, or divisions of the Prime Broker Defendants in the United States from January 7, 2009 through the Execution Date (the “Settlement Class Period”), inclusive. Excluded from the Settlement Class are Defendants and their employees, affiliates, parents, and subsidiaries, whether or not named in the Amended Complaint, entities which previously requested exclusion from any Class in this Action, and the United States Government, provided, however, that Investment Vehicles shall not be excluded from the definition of the Settlement Class.

“Entities which previously requested exclusion from any Class in this Action” are Citadel LLC; Two Sigma Investments; PDT Partners, Renaissance Technologies, LLC; TGS Management; Voloridge Investment Management; and the D.E. Shaw Group and their corporate parents, subsidiaries, and wholly-owned affiliates (the “Opt-out Entities”).

However, the meaning of defined terms differs slightly between the two Settlement Agreements. With respect to the Credit Suisse Settlement Agreement, the Execution Date is January 20, 2022; with respect to the New Settlement Agreement, the Execution Date is August 22, 2023. The definition of “Investment Vehicles” also differs slightly between the two Settlement Agreements, and if you believe this definition may apply to you, you should review each Settlement Agreement carefully.

If you are still not sure whether you are included, you can ask for free help. You can call 1-877-606-2315 toll-free or email the Settlement Administrator at info@StockLoanSettlements.com for more information.

If you are domiciled in the United States or carried out your stock lending transactions in the United States, then those transactions very likely qualify, absent other unique facts. If you are domiciled outside the United States and carried out your stock lending transactions outside the United States, but your broker or counterparty was domiciled in the United States or carried out their roles in your stock lending transactions in the United States, then those transactions very likely qualify, absent other unique facts. We understand this is often but not necessarily always going to be the case, given that covered stock loan transactions include only securities with primary listings on the NYSE, NYSE American, NASDAQ, NYSE Area and BATS exchanges as listed in the CRSP U.S. Stock database.

There may be other facts that indicate the transaction was or was not “in the United States.” While you are responsible in the first instance for ensuring that the transactions included occurred “in the United States,” the Claims Administrator retains the right to audit your bases for that decision, and may reach a different conclusion based on the full set of facts. Please contact the Claims Administrator if you are unsure about which transactions to include in your claim form.

Presuming the other requirements are met—without limitation, such as the identity of the stock being lent and that the transaction occurred “in the United States”—then transactions not just with the Prime Broker Defendants count, but also qualifying transactions with any direct or indirect parent, subsidiary, or division thereof can qualify, as well as transactions with other released parties as defined in the relevant settlement agreements.

No. Covered Stock Loan Transactions include only transactions where the underlying securities had primary listings on the NYSE, NYSE American, NASDAQ, NYSE Area and BATS exchanges as listed in the CRSP U.S. Stock database. A transaction with a Prime Broker Defendant, for a stock listed on a foreign stock exchange, does not qualify.

Generally, no. In this instance the fees were earned and paid to and for the benefit of the bank. To be clear, however, if your assets were lent out and you were the beneficiary of the resulting fees, then you may be able to claim those transactions. But that is not how the term rehypothecation is being used here.

No. The ultimate borrower or lender must still be the Prime Broker Defendants, direct or indirect parents, subsidiaries, or divisions of the Prime Broker Defendants, or other released parties as defined in the relevant settlement agreements.

For those still missing daily borrowing or lending data, please consider filing an amended claim form using the new alternative instructions, available here, which allow claims to be processed based on using monthly or quarterly statements from your Prime Broker or Agent Lender rather than detailed daily transactional data. Claim amendments submitted after October 10, 2024 may be rejected as untimely unless a description of diligence is provided by October 10, 2024, as described below and seen in the important communication here.

If you are unwilling or unable to proceed with the alternative-data option we are providing, and if you are missing lending data and have been diligently pursuing it from your agent lender, please continue that process. However, unless you are able to submit an amended claim form by October 10, 2024, you must submit a description of such diligence. Please click here for details.

If you are unwilling or unable to proceed with the alternative-data option we are providing, and you requested assistance from the Settlement Administrator in obtaining borrowing data records for specific accounts, and you received an email from the Settlement Administrator acknowledging receipt of your request for those accounts, please continue that process.

If you are unwilling or unable to proceed with the alternative-data option we are providing, and if you are missing borrowing data but did not already submit your account to the Settlement Administrator for assistance, but instead have been diligently pursuing your daily borrowing data through other means, please continue to do so. However, by October 10, 2024, you must submit a description of your alternative form of diligence. Please click here for details.

The Settling Defendants have agreed to pay a total $580,008,750 to be held for disbursement to the Settlement Classes and to pay for Court-approved fees, expenses, and plaintiff service awards. The Credit Suisse Settling Defendants have agreed to pay $81,000,000 and the New Settling Defendants have agreed to pay $499,008,750. The New Settlement Agreement also provides that the Newly Settling Defendants will abide by industry reforms designed to prevent anticompetitive collusion through Defendant EquiLend.

The Settlement Agreements provide that all Settlement Class Members (except those who exercised their right to exclude themselves from their Settlement Class(es), see FAQs 22-26) release all claims against the Settling Defendants (and their released affiliates) that arise from or relate to the factual predicate of the Action, to the fullest extent allowed by law, from the beginning of time through the Execution Dates (January 20, 2022 for the Credit Suisse Settlement Agreement and August 22, 2023 for the New Settlement Agreement). Even Settlement Class Members who do not file timely Claim Forms will be bound by the release unless they excluded themselves from the Settlement Class(es).

The Settlements give the Settling Defendants the right to terminate their respective Settlements in the event that the volume of Stock Loan transactions by Settlement Class Members who timely exercised their right to request exclusion from the Settlement Class represents a material portion of the transactions during the Class Period for that Settlement.

If you are a Settlement Class Member of either or both Settlement Classes and did not exclude yourself, you are eligible to receive your share of money from the Net Settlement Funds if you filed a Claim Form.

If you are eligible to be Member of both Settlement Classes, and you submitted a Claim Form, unless you indicated otherwise, you will be presumed to be filing a claim to participate in both Settlement Classes and receive funds from both Settlement Funds. If you wish to only receive funds from one Settlement but not the other, you must have indicated on your Claim Form and filed a Request for Exclusion for the Settlement Class you wish to exclude yourself from.

Please keep all data and documentation related to your eligible Stock Loan Transactions. Having data and documentation may be important to substantiating your Claim Form.

At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlements. Pursuant to the Settlements, the Settling Defendants have agreed to pay or cause to be paid a total of $580,008,750 in cash: $81,000,000 for the Credit Suisse Settlement Agreement, and $499,008,750 for the New Settlement Agreement.

Each Net Settlement Fund for each Settlement will be distributed to Class Members who submitted valid Claim Forms, in accordance with the proposed Plans of Allocation or such other plan of allocation for each Settlement as the Court may approve.

The Plans of Allocation are available for review here.

Class members should refer to the Plans for Allocation for details. Generally speaking, the qualifying notional value of each transaction will be multiplied by factors estimating the damages for the transaction and accounting for particular legal risks applicable to certain transactions. The product of these values will be the “Credited Claim Value,” designed to estimate the proportional value of each claim, had the Settling Defendants proceeded to trial. The different multipliers will be assigned based on such information as (i) the transaction’s date; (ii) whether the Class Member was a lender or borrower on that transaction; and (iii) the “temperature” (based on the loan cost expressed as an interest rate) for that transaction.

The Net Settlement Funds of each Class will be distributed pro rata to the Class’s participating members in proportion to the sum of each participating member’s Credited Claim Values. Distributions from the Credit Suisse Settlement Fund and the New Settlement Fund will be calculated separately, though a single eligible transaction may establish your claim to a share of both Funds. You do not need to submit any transactions twice to participate in both Settlement Funds. Submitting duplicate data may result in your claim being rejected in its entirety.

If a Settlement Class Member’s total calculated distribution (summed across both Settlements) would be less than the cost of administering the award, the Settlement Class Member will receive an alternative minimum payment as described in the Plans of Allocation. Claims submitted without required data may also receive discounted alternative payments.

The Plans of Allocation are available for review here. Changes, if any, to the Plans of Allocation based on newly available data or information, Court order, or any other reason will be promptly posted on this website. Changes may include not just changes to how the allocation is distributed based on submitted claims, but also on what information class members are required to submit to be recognized. In all instances the changes, including the potential need for additional or different information, may be posted on this website only, i.e., without any further individualized notice to class members, other forms of publication, or otherwise. It is imperative that you please check this website for the most up-to-date information about the Plans of Allocation.

The Court held the Fairness Hearing on September 4, 2024, at 3:00 p.m. (ET) and approved the Settlements and Plans of Allocation. Payments to Authorized Claimants will be made after the completion of all claims processing. Please be patient, as this process can take some time to complete.

The Settlement Administrator will evaluate your Claim Form to determine if you have provided sufficient information to validate your membership in the Settlement Class(es) and your claim(s). If the Settlement Administrator determines that your Claim Form is deficient or defective, or if for any other reason (such as routine audit of submitted claims) more information or documentation is needed, the Settlement Administrator will contact you. If you subsequently provide information that satisfies the Settlement Administrator concerning the validity of your Claim Form, you will not have to do anything else. If any disputes cannot be resolved, Class Counsel will submit them to the Court, and the Court will make a final determination as to the validity of your Claim Form.

Please keep all data and documentation related to your eligible transactions in Stock Loan Transactions. Having data and documentation may be important to substantiating your Claim Form.

If you are a Settlement Class Member of either or both Settlement Classes, you will remain a Settlement Class Member unless you exclude yourself, regardless of whether you file a Claim Form. That means you can’t sue, continue to sue, or be part of any other lawsuit about the Released Class Claims in this Action against the Settling Defendants and/or any of the Released Parties. Upon the Effective Date of the Settlements, Plaintiffs and each of the Releasing Parties release and be deemed to release and forever discharge and shall be forever enjoined from prosecuting the Released Claims against the Released Parties.

The “Released Class Claims” are any and all manner of claims, including Unknown Claims, causes of action, cross-claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, debts, setoffs, rights of recovery, or liabilities for any obligations of any kind whatsoever (however denominated), whether class or individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature, for fees, costs, penalties, fines, debts, expenses, attorneys’ fees, or damages, whenever incurred, and liabilities of any nature whatsoever (including joint and several), known or unknown, suspected or unsuspected, asserted or unasserted, which the Releasing Class Parties ever had, now have, or hereafter can, shall or may have, individually, representatively, derivatively, or in any other capacity, against the Released Parties, arising from or related in any way to the conduct alleged or that could have been alleged in this Action that also arise from or relate to the factual predicate of the Action, to the fullest extent allowed by law, from the beginning of time through the Execution Date of each Settlement. The Released Class Claims do not include: (i) any claims to enforce the Settlement; and (ii) any claims of a Person that submits a timely Request for Exclusion in connection with the Notice.

Although the releases in the Settlement Agreements are not general releases, the releases do constitute a waiver by the Parties and each Settling Class Member of any and all rights and provisions under Section 1542 of the California Civil Code (to the extent it applies to the Action), which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The release also constitutes a waiver of any and all provisions, rights, and benefits of any federal, state or foreign law, rule, regulation, or principle of law or equity that is similar, comparable, equivalent to, or which has the effect of, Section 1542 of the California Civil Code.

Settling Class Members shall be deemed to acknowledge that they are aware that they may hereafter discover facts in addition to, or different from, those facts which they know or believe to be true with respect to the subject matter of the Settlement Agreements, but that it is their intention to release fully, finally, and forever all of the Released Claims, and in furtherance of such intention, the release shall be irrevocable and remain in effect notwithstanding the discovery or existence of any such additional or different facts.

You are automatically a member of a Settlement Class if you fit the Settlement Class description. However, if you did not submit a timely and valid Claim Form, you will not receive any payment from the Settlements. You will be bound by past and any future Court rulings, including rulings on the Settlements and releases. Unless you excluded yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be a part of any other lawsuit against the Settling Defendants or any of the other Released Parties on the basis of the Released Claims. Please see FAQ 20 for a description of the Released Claims.

If you are a Settlement Class Member, do not want to remain in either or both Settlement Class(es), and do not want a payment from the Settlements, then you must have taken steps to exclude yourself from the Settlements. This is also sometimes referred to as “opting out” of a class. See FAQ 23.

If you acted to exclude yourself from the Settlement Class(es) of which you would otherwise be a member, you will be free to sue the Settling Defendants or any of the other Released Parties on your own for the claims being resolved by the Settlements. However, you will not receive any money from the Settlement(s) you opted out of, and Class Counsel no longer represents you with respect to any claims against the Settling Defendants for the Settlement(s) you opted out of.

Your written Request for Exclusion must have been mailed by U.S. first class mail or delivered so that it was received by June 7, 2024,

No. Unless you excluded yourself from a given Settlement, you give up any right to sue the Settling Defendants for that Settlement and the other Released Parties for the Released Claims that that Settlement resolves.

No. You will not get any money from any Settlement where you excluded yourself.

No. If you excluded yourself from a Settlement, you are no longer a Settlement Class Member for that Settlement and may not object to any aspect of that Settlement.

The deadline for filing an objection was June 7, 2024. The Fairness Hearing was already held on September 4, 2024.

Objecting is telling the Court that you do not like something about a Settlement. You can object to a Settlement only if you remain a Class Member and do not exclude yourself from that Settlement. Excluding yourself from a Settlement is telling the Court that you do not want to be a part of the Settlement Class for that Settlement. If you exclude yourself, you have no right to object to that Settlement because it no longer affects you.

The Court has preliminarily appointed the lawyers listed below to represent you and the Settlement Class in this Action:

Class Counsel
COHEN MILSTEIN SELLERS & TOLL PLLC Michael B. Eisenkraft 88 Pine Street, 14th Floor New York, New York 10005  1-212-838-7797  meisenkraft@cohenmilstein.com	QUINN EMANUEL URQUHART & SULLIVAN Daniel L. Brockett 51 Madison Avenue, 22nd Floor New York, New York 10010  1-212-849-7000  danbrockett@quinnemanuel.com

These lawyers are called Class Counsel. Class Counsel may apply to the Court for payment of attorneys’ fees, litigation expenses, costs, and plaintiff service awards from the Settlement Fund. You will not otherwise be charged for Class Counsel’s services. If you want to be represented by your own lawyer, you may hire one at your own expense.

The Settlements provide that Class Counsel may apply to the Court for an award of attorneys’ fees and litigation expenses and costs out of the Settlement Funds. Class Counsel moved for an award of no more than $105,000,000 in attorneys’ fees, which is less than 19% of the cash component of the settlement funds ($580,008,750), plus payment of litigation expenses and costs not to exceed $23,000,000, and for interest on such attorneys’ fees and litigation expenses and costs at the same rate as the earnings in the Settlement Fund, accruing from the inception of the Settlement Fund until the attorneys’ fees and litigation expenses and costs are paid. Class Counsel may allocate any award of attorneys’ fees and payment of litigation expenses and costs among themselves in proportion to their contributions to the case.

Class Counsel may also apply for plaintiff incentive awards from the Court to recognize the lead Plaintiffs’ service to the Settlement Class in this Action. Class Counsel may seek plaintiff service awards up to $100,000 per Lead Plaintiff, totaling $500,000. As with attorneys’ fees and litigation expenses and costs, Class Counsel may seek interest on plaintiff service awards at the same rate as the earnings in the Settlement Fund, accruing from the inception of the Settlement Fund until the attorneys’ fees and litigation expenses and costs are paid.

This is only a summary of the request for attorneys’ fees, litigation expenses and costs, and plaintiff service awards. Any motions in support of the requests will be available for viewing on the Documents page after they are filed by May 8, 2024.

The Court approved the motion for attorneys’ fees, litigation expenses and costs, and plaintiff service awards at the Fairness Hearing.

The Court held the Fairness Hearing on September 4, 2024, at 3:00 p.m. ET, from the United States District Court for the for the Southern District of New York, at the Thurgood Marshall U.S. Courthouse, located at 40 Foley Square, New York, NY 10007. The Court has approved the Settlements and Plans of Allocation, the attorneys’ fees, and the incentive awards. Written orders can be found here.

No. You did not need to participate at the Fairness Hearing that was held on September 4, 2024.

The Fairness Hearing was already held on September 4, 2024.

More details are in the Settlement Agreements and Plans of Allocation, which are available for your review here. You may also call toll-free 1-877-606-2315 or write to the Settlement Administrator at:

Stock Loan Settlements
c/o Epiq
P.O. Box 3546
Portland, OR 97208-3546
 1-877-606-2315
 info@StockLoanSettlements.com

If the Notice reached you at an address other than the one on the mailing label, or if your address changes, please send your current information to the Settlement Administrator at the address/email set forth above in the event the Settlement Administrator needs to contact you.