F45 Training $10.5M Securities Class Action Settlement

Investors who purchased or otherwise acquired F45 Training Holdings Inc. publicly traded common stock between July 15, 2021, and Aug. 14, 2023, including shares purchased pursuant or traceable to the company's initial public offering, may be eligible to claim a cash payment from a class action settlement.

F45, certain officers and directors and the underwriters of the company's IPO agreed to pay $10.5 million to settle a securities class action lawsuit alleging they made false or misleading statements in F45's IPO offering documents and subsequent public statements about the company's business prospects. The lawsuit also claimed these statements artificially inflated the price of F45 common stock and caused investor losses when corrective information entered the market.

Who can file a claim?

The settlement includes all persons and entities who purchased or otherwise acquired F45 Training Holdings Inc. publicly traded common stock between July 15, 2021, and Aug. 14, 2023, inclusive, including purchases or acquisitions pursuant or traceable to the offering documents for F45's IPO, and suffered damages a as result.

Additional details

• Both individuals and entities can be class members.
• The actual beneficial owner or a legal representative must submit the claim.
• Joint owners must each sign the claim form.
• Executors, administrators, guardians, conservators, legal representatives and trustees may submit claims on behalf of others and must provide proof of authority.
• Class members who hold shares through multiple accounts must submit a separate claim form for each account.

How much is the F45 payout?

The total settlement fund is $10,500,000. The amount each class member will receive depends on several factors:

• The number of valid claims submitted
• The number of F45 shares purchased or acquired during the class period
• The timing of each purchase, sale and holding
• The total recognized losses of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• The estimated average recovery is approximately $0.06 per allegedly damaged share before deductions and approximately $0.04 per share after deductions for attorneys' fees and litigation expenses.
• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• The settlement administrator will calculate each class member's payment based on the recognized loss amount assigned to each share.
• Recognized loss amounts depend on when class members purchased shares and when they sold or continued to hold them. The settlement administrator will calculate the recognized loss amounts using the court-approved plan of allocation, which applies different formulas under Section 11 of the Securities Act and Section 10(b) of the Securities Exchange Act.
• For shares purchased between July 15, 2021, and Dec. 7, 2022, the recognized loss is the purchase price (capped at the $16 IPO price) minus the sale price with the sale price floored at $2.96 for shares sold or held after the close of trading on Dec. 8, 2022 (Page 14 of the settlement notice).
• For shares purchased between Dec. 8, 2022, and Aug. 14, 2023, the settlement administrator calculates the recognized loss using the artificial inflation table (Table A on Page 15) and a 90-day lookback period through Nov. 10, 2023 (Table B on pages 15-16). Shares sold before the opening of trading on March 17, 2023, have a recognized loss of $0.

• The settlement administrator will set any recognized loss that calculates to a negative number to $0.
• If total recognized losses exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout but still be bound by the settlement.

How to claim an F45 securities class action settlement payment

Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is Aug. 1, 2026.

Settlement administrator's mailing address: F45 Training Securities Settlement, c/o Strategic Claims Services, 600 N. Jackson St., Suite 205, Media, PA 19063

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or taxpayer identification number. They must also provide purchase, acquisition, sale and holding information, including:

• Trade dates for each purchase, acquisition and sale
• Number of shares purchased, acquired or sold
• Price per share for each transaction
• Total purchase, acquisition or sale price for each transaction
• Total shares purchased or acquired during the 90-day lookback period from Aug. 15, 2023, through Nov. 10, 2023
• Total shares held as of the close of trading on Nov. 10, 2023

Class members must also provide documentation supporting their transactions in F45 common stock. Acceptable proof includes:

• Broker confirmation slips
• Broker account statements
• Authorized statements from a broker containing the transactional information found in a confirmation slip

Payout options

• Physical check

$10.5 million settlement fund

The $10,500,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees: Up to $3,150,000
• Attorneys' expenses: Up to $200,000
• Payments to eligible class members: Remainder of the fund

Important dates

• Opt-out deadline: July 24, 2026
• Deadline to file a claim: Aug. 1, 2026
• Fairness hearing: Aug. 27, 2026

When is the F45 securities class action settlement payout date?

The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval to the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged F45 and certain officers, directors and IPO underwriters made false or misleading statements in the company's IPO offering documents and in subsequent public statements about F45's business prospects. The plaintiffs claimed these statements artificially inflated the price of F45 common stock during the class period and caused investor losses when corrective information entered the market.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Claim form