If you were a participant in the ACCT Holdings, Inc. Employee Stock Ownership Plan between
December 22, 2021 and December 31, 2025, a class action lawsuit may affect your rights.
A federal court authorized the notice. This is not a solicitation from a lawyer.
You are not being sued. You do not need to submit a claim form.
A federal lawsuit alleges that the ACCT Holdings, Inc. Employee Stock Ownership Plan (“the Plan”) sponsored by ACCT Holdings, Inc. (“ACCT”), was harmed by breaches of fiduciary duty and prohibited transactions in violation of the Employee Retirement Income Security Act (“ERISA”). Plaintiffs filed this lawsuit against certain Defendants in the U.S. District Court for the Eastern District of Pennsylvania (the “Lawsuit”). The Lawsuit claims that Defendants violated ERISA in connection with the Plan’s acquisition of ACCT stock in December 2021 for $320 million (the “ESOP Transaction”). Specifically, Plaintiffs allege that the ESOP’s trustee violated two provisions of ERISA—29 U.S.C. § 1104 and 29 U.S.C. § 1106—when he, among other things, approved the Plan’s purchase of ACCT stock at a price that Plaintiffs allege exceeded fair market value. Plaintiffs allege that all of the remaining Defendants (ACCT shareholders who sold their stock to the ESOP) had knowledge of, and benefitted from, these alleged violations of ERISA, and that a subset of the remaining Defendants who appointed the trustee to represent the Plan in the ESOP Transaction violated their own duties under 29 U.S.C. § 1104 and 29 U.S.C. § 1105. Defendants deny all allegations of wrongdoing, fault, liability, or damage to the Plaintiffs and the Class, and deny they engaged in any wrongdoing or violation of law or breach of fiduciary duties.
A Settlement has been reached that applies to all claims in this case. Nothing in the Settlement is an admission or concession on Defendants part of any fault or liability whatsoever, nor is it an admission on Plaintiffs’ part that their claims lacked merit.
This is a Class Action Settlement. The Class is defined as:
All vested participants in the ACCT Holdings, Inc. Employee Stock Ownership Plan and the beneficiaries of such participants as of the date of the December 22, 2021, ESOP Transaction through and including December 31, 2025. Excluded from the Class are the shareholders who sold their ACCT stock to the Plan in the ESOP Transaction, directly or indirectly, and their immediate families; the directors and officers of ACCT at the time of the ESOP Transaction and their immediate families, and legal representatives, successors, and assigns of any such excluded persons.
The Settlement Agreement consists of two forms of relief:
cash payments totaling $3 million, and
a $5.75 million reduction in the balance of loans made to ACCT by certain of the Defendants in connection with the ESOP Transaction, which will increase the value of ACCT stock held by Class Members who maintain Plan accounts. The $3 million in cash will be paid into a Settlement Fund to be allocated to eligible Class Members after all Court-approved deductions, Settlement Administration Expenses (such as distributing the Notice), Class Counsel’s attorneys’ fees and costs, and other expenses. The Net Proceeds from the Settlement Fund will then be paid to the Class under the Plan of Allocation. The terms of the Settlement are in the Settlement Agreement dated December 30, 2025 (the “Settlement Agreement”), which is available on this Settlement website. The terms are summarized below. The Notice is a summary. In the event of any inconsistency, the Settlement Agreement, and any order of the Court, controls.
Your rights and the choices available to you—and the applicable deadlines to act—are explained in the notice.
The Court has yet to decide whether to approve the Settlement. Payments under the Settlement will be made only if the Court finally approves the Settlement, and that final approval is upheld in the event of any appeal.
A Fairness Hearing will take place on November 19, 2026 at 10:00 a.m. before the Honorable Judge Wendy Beetlestone, United States District Court for the Eastern District of Pennsylvania, located at 10614 U.S. Courthouse, 601 Market St., Philadelphia, Pennsylvania, 19106, Courtroom 10-A, to determine whether to grant final approval of the Settlement and approve (i) the requested attorneys’ fees and expenses; (ii) administrative fees, costs, and expenses; and (iii) Service Awards to the Class Representatives. If the Fairness Hearing is rescheduled, or if it is held by video conference or telephone, a notice will be posted on this Settlement website.
Objections to the Settlement, or to (i) the requested attorneys’ fees and expenses; (ii) administrative fees, costs, and expenses; or (iii) Service Awards, must be filed with the Court and submitted to the Settlement Administrator by U.S. Mail or email by October 29, 2026. More information about the objection process is in Section 9 of the notice.
| YOUR OPTIONS | INSTRUCTIONS |
| If you received a notice, our records indicate you are a Class Member. If so, you do not need to do anything to receive your share of the Settlement. |
If you have an Active Plan Account, meaning your Plan Account has a vested positive balance, you will receive your share of the Net Proceeds as a direct deposit into your Plan Account. If you have withdrawn the balance from your Plan Account, you will receive your share of the Net Proceeds, if any, via check sent by mail (unless you elect a rollover to a qualified plan or individual retirement account (IRA)). |
| You can object to the Settlement no later than October 29, 2026 |
If you want to object to any part of the Settlement, or to (i) the requested attorneys’ fees and expenses, (ii) administrative fees, costs, and expenses, or (iii) Service Awards, you must submit your objection and any supporting documents to the Court and Settlement Administrator (identified in Section 9) by October 29, 2026. |
| You can attend a hearing on November 19, 2026 to discuss the fairness of the Settlement. | You may also attend the Fairness Hearing on November 19, 2026. If you wish to attend and speak at the hearing, you must provide the Court and Settlement Administrator with notice of your intent to appear by October 29, 2026. Please note that you may not be permitted to make an objection to the Settlement if you do not comply with the requirements for making objections. |