GPB $46M Securities Class Action Settlement

Individuals who purchased or otherwise acquired limited partnership units in any of the GPB funds between Jan. 1, 2013 and Dec. 31, 2018, and suffered a loss may qualify to submit a claim for a cash payment from a class action settlement.

CohnReznick LLP, Crowe LLP, Margolin Winer & Evens LLP, RSM US LLP and WithumSmith+Brown PC agreed to pay $46,000,000 to settle a class action lawsuit alleging they issued false audit opinions and allowed the dissemination of misleading financial statements and marketing materials related to the GPB funds.

Who is eligible for a settlement payout?

Class members must meet the following criteria:

• They are are individuals or entities who purchased or otherwise acquired limited partnership units in any of the following GPB Funds, directly or through an intermediary, between Jan. 1, 2013, and Dec. 31, 2018:
• GPB Holdings LP
• GPB Holdings Qualified LP
• GPB Automotive Portfolio LP
• GPB Holdings II LP
• GPB Waste Management LP (also known as Armada Waste Management LP)
• GPB Cold Storage LP
• GPB NYC Development LP
• GPB Holdings III LP

• They suffered a loss as a result of their investment.
• They are a transferee of such limited partnership units (meaning they received them from someone else).

How much is the class action payment?

• Pro rata cash payment: Each eligible claimant will receive a share of the net settlement fund proportional to their net loss compared to the total net losses of all claimants.
• "Net loss" is defined as the total principal amount invested in any GPB fund during the class period, minus any amounts previously received, such as redemptions, dividends or other litigation/arbitration recoveries.

Example calculations

If the net settlement fund (after fee and cost deductions) is $30,000,000 and the total net losses of all claimants is $60,000,000:

• If the class member's net loss is $60,000:

($60,000 / $60,000,000) x $30,000,000 = $30,000

• If the class member's net loss is $10,000:

($10,000 / $60,000,000) x $30,000,000 = $5,000

The settlement administrator will determine the final payment amount based on the total number of valid claims and the final amount available after deductions for attorneys' fees and costs, settlement administration costs and service awards to class representatives.

How to claim a securities class action rebate

To receive a settlement payment, class members must submit a valid claim form by the Nov. 14, 2025, deadline. Individuals and entities can file a claim online or mail a completed claim form to the settlement administrator.

Settlement administrator's mailing address: GPB Securities Settlement, P.O. Box 2916, Portland, OR 97208-2916

Required proof and claim information

• To submit an online claim, class members must provide the unique ID and PIN from their settlement notice.
• All claims require supporting documentation showing the class member's investment in the GPB funds, such as account statements, purchase confirmations or records showing redemptions, dividends or prior recoveries.
• Claimants who are transferees must provide documentation for any transfers that took place.

Payout options

Approved claimants will receive a check mailed to the address provided.

$46 million GPB securities settlement fund

The settlement fund of $46,000,000 will cover:

• Settlement administration costs: Estimated at $300,000, but may increase with court approval
• Attorneys' fees: Up to $13,800,000
• Attorneys' expenses: To be presented to the court for approval at a later date
• Service awards to class representatives: Up to $10,000 each
• Payments to approved claimants: Remaining settlement funds

Important dates

• Deadline for exclusion: Oct. 30, 2025
• Deadline to file a claim: Nov. 14, 2025
• Final approval hearing: Nov. 24, 2025

When is the GPB securities class action settlement payout date?

The settlement administrator will mail payments to eligible claimants after it completes claim processing and the court grants final approval of the settlement.

Why was there a class action settlement?

The class action lawsuit alleged CohnReznick LLP, Crowe LLP, Margolin Winer & Evens LLP, RSM US LLP and WithumSmith+Brown PC issued false audit opinions and allowed the dissemination of misleading financial statements and marketing materials, which concealed related-party transactions and the true financial condition of the GPB funds. The plaintiffs also claimed violations of the Texas Securities Act related to the sale of unregistered securities.

The defendants denied all wrongdoing but agreed to settle to avoid the risk and expense of continued litigation.

Sources

1. Detailed notice
2. Stipulation and agreement of settlement