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Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 1 of 11\n\n\n\n\n UNITED STATES DISTRICT COURT\n FOR THE SOUTHERN DISTRICT OF NEW YORK\n\n\n\nWEST PALM BEACH FIREFIGHTERS\u2019\nPENSION FUND and CITY OF MIAMI\nGENERAL EMPLOYEES\u2019 & SANITATION\nEMPLOYEES\u2019 RETIREMENT TRUST,\nIndividually and on Behalf of All Others\nSimilarly Situated,\n Case No. 24-cv-08633-VSB\n Plaintiffs,\n\n v.\n\nHASBRO, INC., CHRISTIAN COCKS, AND\nCYNTHIA WILLIAMS,\n\n Defendants.\n\n\n\n\n PLAINTIFFS\u2019 OPPOSITION TO DEFENDANTS\u2019\n REQUEST FOR JUDICIAL NOTICE\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 2 of 11\n\n\n\n\n TABLE OF CONTENTS\n\n Page\n\nINTRODUCTION ...........................................................................................................................1\n\nARGUMENT ...................................................................................................................................1\n\nI. EXTRINSIC DOCUMENTS MAY NOT BE NOTICED FOR THEIR TRUTH\n OR TO DISPUTE THE COMPLAINT\u2019S WELL-PLED ALLEGATIONS .......................2\n\nCONCLUSION ................................................................................................................................5\n\n\n\n\n i\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 3 of 11\n\n\n\n\n TABLE OF AUTHORITIES\n\n Page(s)\n\nCases\n\nActicon AG v. China N.E. Petroleum Holdings Ltd.,\n 692 F.3d 34 (2d Cir. 2012).....................................................................................................3, 4\n\nIn re Ambac Fin. Grp., Inc. Sec. Litig.,\n 693 F. Supp. 2d 241 (S.D.N.Y. 2010)........................................................................................1\n\nIn re Amylin Pharms., Inc., Sec. Litig.,\n 2002 WL 31520051 (S.D. Cal. Oct. 10, 2002) ..........................................................................3\n\nBuhrke Family Revocable Trust v. U.S. Bancorp,\n 726 F. Supp. 3d 315 (S.D.N.Y. 2024)........................................................................................4\n\nChalmers v. City of New York,\n 2021 WL 4226181 (S.D.N.Y. Sept. 16, 2021) ...........................................................................2\n\nDuval v. Albano,\n 2017 WL 3053157 (S.D.N.Y. Jul. 18, 2017) .............................................................................2\n\nIn re FuBoTV Inc. Sec. Litig.,\n 2024 WL 1330001 (S.D.N.Y. Mar. 28, 2024) ...........................................................................2\n\nGlobal Network Comm\u2019ns, Inc. v. City of New York,\n 458 F.3d 150 (2d Cir. 2006).......................................................................................................2\n\nHesse v. Godiva Chocolatier, Inc.,\n 463 F. Supp. 3d 453 (S.D.N.Y. 2020)........................................................................................5\n\nInt\u2019l Star Class Yacht Racing Ass\u2019n v. Tommy Hilfiger U.S.A., Inc.,\n 146 F.3d 66 (2d Cir. 1998)........................................................................................................2\n\nLee v. Springer Nature Am., Inc.,\n 769 F. Supp. 3d 234 (S.D.N.Y. 2025)........................................................................................5\n\nIn re Lottery.com, Inc. Sec. Litig.,\n 715 F. Supp. 3d 506 (S.D.N.Y. 2024)........................................................................................5\n\nRoth v. Jennings,\n 489 F.3d 499 (2d Cir. 2007)...................................................................................................1, 2\n\nTellabs, Inc. v. Makor Issues & Rights, Ltd.,\n 551 U.S. 308 (2007) ...................................................................................................................1\n\n\n\n\n ii\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 4 of 11\n\n\n\n\nOther Authorities\n\nFed. R. Civ. P.12(b)(6).................................................................................................................1, 5\n\n\n\n\n iii\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 5 of 11\n\n\n\n Lead Plaintiffs West Palm Beach Firefighters\u2019 Pension Fund and City of Miami General\n\nEmployees\u2019 & Sanitation Employees\u2019 Retirement Trust (together, \u201cPlaintiffs\u201d) submit this\n\nopposition to Defendants\u2019 Request for Judicial Notice, see ECF Nos. 51-52 (the \u201cRequest for Judicial\n\nNotice\u201d or \u201cRJN\u201d).1\n\n INTRODUCTION\n\n Defendants attached to their Motion 17 exhibits that span 491 pages. In footnotes to the\n\nMotion, Defendants ask the Court to either take judicial notice of them or consider them incorporated\n\nby reference into the Complaint. See Mot. 1-9; Exs. A-Q. While certain of these materials may be\n\nappropriate for judicial notice or incorporation by reference, Defendants improperly seek to\n\nintroduce them for the truth of the matters they assert. Specifically, Defendants urge the Court to use\n\nthese materials to disregard and contradict the Complaint\u2019s well-pled allegations in favor of\n\nDefendants\u2019 self-serving \u201cStatement of Facts\u201d and preferred inferences\u2014an approach that is flatly\n\nprohibited at the pleading stage.\n\n ARGUMENT\n\n In considering \u201ca Rule 12(b)(6) motion to dismiss a \u00a7 10(b) action, courts must \u2026 accept all\n\nfactual allegations in the complaint as true,\u201d Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S.\n\n308, 322 (2007), and must \u201cconstrue[] all alleged facts in the light most favorable to the plaintiffs.\u201d\n\nIn re Ambac Fin. Grp., Inc. Sec. Litig., 693 F. Supp. 2d 241, 247-48 (S.D.N.Y. 2010). Defendants\u2019\n\nRequest for Judicial Notice seeks to circumvent these fundamental principles.\n\n Courts in the Second Circuit have repeatedly stressed strict limits to the doctrines Defendants\n\ninvoke. See Roth v. Jennings, 489 F.3d 499, 509 (2d Cir. 2007). At the pleading stage, documents\n\n\n1\n Defendants submitted the RJN through their Motion to Dismiss, ECF No. 51 (\u201cMotion\u201d), and the\nsupporting Declaration of Scott D. Musoff, ECF No. 52 (\u201cDecl.\u201d), and accompanying exhibits.\nReferences to \u201cMot. __\u201d are to Defendants\u2019 Motion, references to \u201cEx. __\u201d are to the exhibits to the\nDecl., and references to \u201c\u00b6__\u201d are to the Amended Complaint, ECF No. 47 (\u201cCompl.\u201d). Unless\notherwise noted, all emphasis is added and all internal quotations are omitted.\n\n 1\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 6 of 11\n\n\n\nincorporated by reference are considered \u201conly to determine what the documents stated, and not to\n\nprove the truth of their contents.\u201d Id. (emphasis in original). Similarly, while a court may take\n\njudicial notice of documents extrinsic to the Complaint, it may \u201cnot\u201d do so \u201cfor the truth of the\n\nmatters asserted within them.\u201d In re FuBoTV Inc. Sec. Litig., 2024 WL 1330001, at *4 (S.D.N.Y.\n\nMar. 28, 2024); see also Chalmers v. City of New York, 2021 WL 4226181, at *4 n.2 (S.D.N.Y. Sept.\n\n16, 2021) (\u201cdeclin[ing] to take judicial notice\u201d of documents offered \u201cfor the truth of the matters\n\nasserted\u201d).\n\n Thus, while SEC filings and similar documents may be judicially noticed \u201cto establish their\n\nexistence,\u201d they cannot be accepted \u201cto provide the reasoned basis for [a] conclusion\u201d that\n\ncontradicts the Complaint\u2019s allegations. Global Network Comm\u2019ns, Inc. v. City of New York, 458\n\nF.3d 150, 157 (2d Cir. 2006). Indeed, \u201c[b]ecause the effect of judicial notice is to deprive a party of\n\nthe opportunity to use rebuttal evidence, cross-examination, and argument to attack contrary\n\nevidence, caution must be used in determining that a fact is\u201d properly subject to judicial notice. Int\u2019l\n\nStar Class Yacht Racing Ass\u2019n v. Tommy Hilfiger U.S.A., Inc., 146 F.3d 66, 70 (2d Cir. 1998) (\u201cEvery\n\nreasonable doubt upon the subject should be resolved promptly in the negative.\u201d). Defendants ignore\n\nthese well-established limitations.\n\nI. EXTRINSIC DOCUMENTS MAY NOT BE NOTICED FOR THEIR TRUTH OR\n TO DISPUTE THE COMPLAINT\u2019S WELL-PLED ALLEGATIONS\n\n The Complaint contains extensive factual allegations detailing Defendants\u2019 false and\n\nmisleading statements and the harm they caused investors. \u201cDefendants respond by introducing\n\nfacts\u201d\u2014through their 17 exhibits\u2014\u201cthat they believe undermine Plaintiff[s\u2019] evidence.\u201d Duval v.\n\nAlbano, 2017 WL 3053157, at *12 (S.D.N.Y. Jul. 18, 2017). But \u201cthe Court cannot draw the\n\ninferences that Defendants wish that it would at this stage, because the Court is obligated to draw all\n\nreasonable inferences in Plaintiff\u2019s favor.\u201d Id. (declining to \u201creason from \u2026 materials\u201d \u201ceven if the\n\nCourt took judicial notice of the[m]\u201d).\n\n 2\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 7 of 11\n\n\n\n Post-Class Period stock price movements. The Complaint amply alleges that investors\n\nsuffered losses when the revelation of Defendants\u2019 false and misleading statements, including\n\nthrough a Bank of America analyst report (the \u201cBofA Report\u201d), caused Hasbro\u2019s stock price to\n\ndecline. \u00b6\u00b6208-21. Following the three corrective disclosures, which together slashed Hasbro\u2019s\n\nmarket capitalization by over $2.7 billion, analysts connected the loss in shareholder value to\n\nDefendants\u2019 misstatements. \u00b6\u00b6114-31, 138-141.\n\n Defendants attempt to dispute these well-pled facts by asking the Court to take judicial notice\n\nof a chart showing Hasbro\u2019s stock price for two years after the Class Period (Ex. N), as well as a\n\ndocument purporting to list Magic revenues after the Class Period (Ex. M). According to Defendants,\n\nthe fact that Hasbro\u2019s stock price \u201crecovered\u201d two years after the Class Period and that Magic\n\nrevenues recovered somehow \u201cprove[s] the [BofA] Report wrong.\u201d Mot. 8-9.\n\n Defendants\u2019 tactic is legally improper, factually wrong, and should be rejected. Defendants\u2019\n\nexplanations for the recovery of Hasbro\u2019s stock price and Magic\u2019s revenue after the Class Period\n\n\u201craise[] factual questions not suitable for resolution on a motion to dismiss.\u201d Acticon AG v. China\n\nN.E. Petroleum Holdings Ltd., 692 F.3d 34, 39 (2d Cir. 2012); see also In re Amylin Pharms., Inc.,\n\nSec. Litig., 2002 WL 31520051, at *2 (S.D. Cal. Oct. 10, 2002) (\u201cAmylin\u2019s historical stock price,\n\nintroduced to show that the price rose after the close of the class period, is irrelevant to the motion\n\nto dismiss.\u201d). Plaintiffs vigorously dispute Defendants\u2019 contention that these purported post-Class\n\nPeriod facts demonstrate that the BofA Report was \u201cwrong.\u201d Indeed, if anything, Defendants\u2019 post-\n\nClass Period performance supports the Complaint\u2019s allegations. Its stock price rebounded only\n\nbecause Hasbro cut back its parachute strategy following the end of the Class Period, mitigating\n\nsecondary market card devaluation (see \u00b6133), with Williams resigning from the Company.\n\nAdditionally, Defendants\u2019 argument ignores the post-Class Period performance of Hasbro\u2019s other\n\nsources of revenue\u2014including its Consumer Products and Magic licensing businesses. Simply put,\n\n\n 3\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 8 of 11\n\n\n\nDefendants\u2019 arguments about the reasons for its post-Class Period stock price performance and\n\nMagic revenue are precisely the type of factual disputes that cannot be resolved at the pleading stage.\n\n Moreover, the Second Circuit has squarely held that stock price \u201crecovery\u201d after the Class\n\nPeriod \u201cdoes not negate the inference that [the plaintiff] has suffered an economic loss.\u201d Acticon,\n\n692 F.3d at 41. Defendants\u2019 assertion that Hasbro\u2019s stock price had recovered by approximately two\n\nyears after the end of the Class Period (Mot. 9) thus does nothing to absolve Defendants of liability\n\nfor the losses investors suffered\u2014and provides no consolation to investors who sold their stock\n\nbefore then.\n\n Defendants\u2019 contradictory, self-serving \u201cStatement of Facts.\u201d The Complaint contains\n\nextensive factual allegations detailing how (i) Hasbro did not print new sets \u201cto meet demand,\u201d but\n\nrather pursuant to a \u201cparachute\u201d strategy of releasing sets regardless of demand to prop up Hasbro\u2019s\n\nother divisions; (ii) Hasbro did overprint Magic, harming the brand and leaving Hasbro with excess\n\ninventory; (iii) the Magic 30th Set was not \u201cout of stock,\u201d but rather Defendants prematurely stopped\n\nthe failed sale to falsely project success; (iv) Magic\u2019s growth was not pursuant to a demand-driven\n\n\u201csegmentation\u201d strategy, but rather its supply-led parachute strategy; and (v) Wizards inventory was\n\nnot elevated because of \u201cupcoming\u201d releases, but rather due to old, overprinted Magic sets remaining\n\nunsold. \u00b6\u00b672-113, 137.\n\n Defendants attempt (Mot. 4-9) to contradict these allegations and introduce facts outside the\n\npleadings in a \u201cStatement of Facts\u201d section peppered with references to extrinsic documents, which\n\nthey ask the Court to notice or consider incorporated by reference. Certain of these documents are\n\nSEC filings, but \u201c[w]hile the Court may take judicial notice of SEC filings, it cannot do so to\n\nestablish the truth of the matters asserted therein.\u201d Buhrke Family Revocable Trust v. U.S. Bancorp,\n\n726 F. Supp. 3d 315, 358 (S.D.N.Y. 2024) (declining to use facts asserted in SEC filings in analysis\n\nof plaintiff\u2019s claims).\n\n\n 4\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 9 of 11\n\n\n\n More broadly, even if the Court \u201ctakes judicial notice of\u201d any of \u201cthese documents, their\n\npurposes at the motion-to-dismiss stage are limited.\u201d Hesse v. Godiva Chocolatier, Inc., 463 F. Supp.\n\n3d 453, 463 (S.D.N.Y. 2020); see In re Lottery.com, Inc. Sec. Litig., 715 F. Supp. 3d 506, 560 n.13\n\n(S.D.N.Y. 2024) (\u201cJust because the document itself is susceptible to judicial notice does not mean\n\nthat every assertion of fact within that document is judicially noticeable for its truth.\u201d). Defendants\n\nthus cannot offer extrinsic documents for their truth to contradict the Complaint\u2019s well-pled\n\nallegations. \u201cA contrary rule would permit the improper transformation of the Rule 12(b)(6) inquiry\n\ninto a summary-judgment proceeding \u2026 featuring a bespoke factual record, tailor-made to suit the\n\nneeds of defendants,\u201d and \u201c[s]uch undermining of the usual pleading burdens is not the purpose of\n\njudicial notice.\u201d Lee v. Springer Nature Am., Inc., 769 F. Supp. 3d 234, 248 (S.D.N.Y. 2025).\n\n CONCLUSION\n\n For the foregoing reasons, Plaintiffs respectfully request that the Court reject Defendants\u2019\n\nimproper attempt to misuse the judicial notice and incorporation by reference doctrines to interject\n\ntheir own self-serving version of the \u201cfacts\u201d and impermissibly resolve factual disputes at the\n\npleading stage.\n\n\n\n Dated: April 10, 2026 Respectfully submitted,\n\n By: /s/ Jonathan D. Uslaner\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Jonathan D. Uslaner\n 2121 Avenue of the Stars, Suite 2575\n Los Angeles, CA 90067\n Telephone: (310) 819-3481\n jonathanu@blbglaw.com\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Hannah Ross\n Matthew S. Goldstein\n\n 5\n\fCase 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 10 of 11\n\n\n\n 1251 Avenue of the Americas, 44th Floor\n New York, NY 10020\n Telephone: (212) 554-1400\n hannah@blbglaw.com\n matthew.goldstein@blbglaw.com\n\n Lead Counsel for Lead Plaintiffs West Palm Beach\n Firefighters\u2019 Pension Fund and City of Miami\n General Employees\u2019 & Sanitation Employees\u2019\n Retirement Trust\n\n KLAUSNER, KAUFMAN, JENSEN\n & LEVINSON\n Robert D. Klausner\n 7080 Northwest Fourth Street\n Plantation, Florida 33317\n Telephone: (954) 916-1202\n Facsimile: (954) 916-1232\n bob@robertdklausner.com\n\n Additional Counsel for Lead Plaintiffs West Palm\n Beach Firefighters\u2019 Pension Fund and City of\n Miami General Employees\u2019 & Sanitation\n Employees\u2019 Retirement Trust\n\n\n\n\n 6\n\f Case 1:24-cv-08633-VSB Document 54 Filed 04/10/26 Page 11 of 11\n\n\n\n LOCAL RULE 7.1(c) CERTIFICATION\n\n I, Jonathan D. Uslaner, hereby certify that this memorandum of law complies with the word-\n\ncount limitations set forth in Rule 7.1(c) of the Local Rules of the United States District Court for\n\nthe Southern District of New York and Section 4(B) of the Court\u2019s Individual Rules & Practices in\n\nCivil Cases, and contains 1,439 words, exclusive of the caption, table of contents, table of authorities,\n\nsignature blocks, and this certificate.\n\n\n\nDated: New York, New York\n April 10, 2026\n /s/ Jonathan D. 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Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 1 of 35\n\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x\n-WEST\n - PALM BEACH FIREFIGHTERS\u2019 :\n PENSION FUND and CITY OF MIAMI :\n GENERAL EMPLOYEES\u2019 & SANITATION :\n EMPLOYEES\u2019 RETIREMENT TRUST, :\n Individually and on Behalf of All Others :\n Similarly Situated, :\n : 24-CV-8633 (VSB)\n Plaintiffs, :\n :\n - against - :\n :\n HASBRO, INC., CHRISTIAN COCKS, and :\n CYNTHIA WILLIAMS, :\n :\n Defendants. :\n- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -x\n--\n\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF\n DEFENDANTS\u2019 MOTION TO DISMISS THE AMENDED COMPLAINT\n\n\n\n\n Scott D. Musoff\n Christopher R. Fredmonski\n Jemma M. Curtin\n SKADDEN, ARPS, SLATE,\n MEAGHER & FLOM LLP\n One Manhattan West\n New York, New York 10001\n (212) 735-3000\n\n Attorneys for Defendants Hasbro, Inc.,\n Christian Cocks, and Cynthia Williams\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 2 of 35\n\n\n\n\n TABLE OF CONTENTS\n Page\n\nTABLE OF AUTHORITIES...........................................................................................................ii\n\nPRELIMINARY STATEMENT .....................................................................................................1\n\nSTATEMENT OF FACTS..............................................................................................................4\n\n A. Hasbro\u2019s Business and the Magic \u201cSegmentation\u201d Strategy...................................4\n\n B. 2022 Is a Record-Breaking Year for Magic Despite Some Setbacks......................6\n\n C. Magic Remains Successful in 2023\n While Consumer Products Faces Headwinds..........................................................8\n\nARGUMENT ..................................................................................................................................9\n\nI. PLAINTIFFS\u2019 CLAIMS ARE TIME-BARRED ................................................................9\n\n A. Plaintiffs\u2019 Claims Accrued More\n Than Two Years Before They Filed the AC..........................................................10\n\n B. Plaintiffs\u2019 Claims Do Not Relate Back\n to the Filing of the Original Complaint .................................................................11\n\nII. PLAINTIFFS HAVE NOT STATED A CLAIM UNDER SECTION 10(B) ..................13\n\n A. Plaintiffs Have Not Pled A Material Misrepresentation or Omission ...................13\n\n 1. Plaintiffs Fail to Challenge the\n \u201cSegmentation\u201d Strategy Statements.........................................................13\n\n 2. Plaintiffs\u2019 Focus on the Magic 30th Set Is Misguided ..............................17\n\n 3. Plaintiffs Fail to Challenge the 1Q23 Inventory Statements .....................19\n\n B. Plaintiffs Have Not Pled Scienter..........................................................................20\n\n 1. Plaintiffs\u2019 Scienter Allegations Fail Under the PSLRA ............................20\n\n 2. Any Inference of Scienter Is Less Compelling\n Than Any Opposing Inferences of Nonfraudulent Intent..........................23\n\n C. Plaintiffs Have Not Pled Loss Causation ..............................................................24\n\nIII. PLAINTIFFS HAVE NOT PLED A CLAIM UNDER SECTION 20(A)........................27\n\nCONCLUSION .............................................................................................................................27\n\n\n i\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 3 of 35\n\n\n\n\n TABLE OF AUTHORITIES\n Page(s)\n\nCASES\n\nArco Capital Corp. v. Deutsche Bank AG,\n 986 F. Supp. 2d 296 (S.D.N.Y. 2013) ...............................................................................10\n\nArkansas Public Employees Retirement System v. Bristol-Myers Squibb Co.,\n 28 F.4th 343 (2d Cir. 2022) .........................................................................................13, 20\n\nATSI Communications, Inc. v. Shaar Fund, Ltd.,\n 493 F.3d 87 (2d Cir. 2007) ............................................................................................9, 27\n\nBorn v. Quad/Graphics, Inc.,\n 521 F. Supp. 3d 469 (S.D.N.Y. 2021) ...............................................................................26\n\nCaldwell v. Berlind,\n 543 F. App\u2019x 37 (2d Cir. 2013) .........................................................................................12\n\nCheng v. Canada Goose Holdings Inc.,\n No. 19-CV-8204 (VSB), 2021 WL 3077469 (S.D.N.Y. July 19, 2021) ....................passim\n\nCity of Pontiac General Employees\u2019 Retirement System v. MBIA, Inc.,\n 637 F.3d 169 (2d Cir. 2011) ................................................................................................9\n\nCity of Pontiac Policemen\u2019s & Firemen\u2019s Retirement System v. UBS AG,\n 752 F.3d 173 (2d Cir. 2014) ....................................................................................9, 20, 27\n\nDocdeer Foundation v. BioNTech SE,\n No. 24 Civ. 5310 (KPF), 2025 WL 2781381 (S.D.N.Y. Sept. 30, 2025)..........................15\n\nECA v. JP Morgan Chase Co.,\n 553 F.3d 187 (2d Cir. 2009) ..................................................................................18, 19, 23\n\nFogel v. Wal-Mart de M\u00e9xico SAB de CV,\n No. 13 Civ. 2282 (KPF), 2017 WL 751155 (S.D.N.Y. Feb. 27, 2017),\n aff\u2019d sub nom., Fogel v. Vega, 759 F. App\u2019x 18 (2d Cir. 2018)............................11, 12, 13\n\nIn re Francesca\u2019s Holdings Corp. Securities Litigation,\n No. 13-cv-6882 (RJS), 2015 WL 1600464 (S.D.N.Y. Mar. 31, 2015) .............................27\n\nIn re FuBoTV Inc. Securities Litigation,\n No. 21-cv-01412 (ALC), 2024 WL 1330001 (S.D.N.Y. Mar. 28, 2024)............................9\n\nGavin/Solmonese LLC v. D\u2019Arnaud-Taylor,\n 68 F. Supp. 3d 530 (S.D.N.Y. 2014), aff\u2019d, 639 F. App\u2019x 664 (2d Cir. 2016) .................10\n\n\n\n\n ii\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 4 of 35\n\n\n\n\nJackson v. Abernathy,\n 960 F.3d 94 (2d Cir. 2020) ................................................................................................23\n\nJanbay v. Canadian Solar, Inc.,\n No. 10 Civ. 4430 (RWS), 2012 WL 1080306 (S.D.N.Y. Mar. 30, 2012).........................27\n\nJanus Capital Group, Inc. v. First Derivative Traders,\n 564 U.S. 135 (2011) ..........................................................................................................13\n\nKalnit v. Eichler,\n 264 F.3d 131 (2d Cir. 2001) ..............................................................................................24\n\nLehman XS Trust, Series 2006-GP2, (LXS 2006-GP2),\n ex rel. U.S. Bank National Ass\u2019n v. GreenPoint Mortgage Funding, Inc.,\n 916 F.3d 116 (2d Cir. 2019) ..............................................................................................11\n\nLentell v. Merrill Lynch & Co.,\n 396 F.3d 161 (2d Cir. 2005) ....................................................................................4, 13, 25\n\nLong Miao v. Fanhua, Inc.,\n 442 F. Supp. 3d 774 (S.D.N.Y. 2020) ...............................................................................17\n\nIn re Lululemon Securities Litigation,\n 14 F. Supp. 3d 553 (S.D.N.Y. 2014), aff\u2019d, 604 F. App\u2019x 62 (2d Cir. 2015) .......17, 20, 24\n\nMacquarie Infrastructure Corp. v. Moab Partners, L.P.,\n 601 U.S. 257 (2024) ..........................................................................................................13\n\nNguyen v. Endologix, Inc.,\n 962 F.3d 405 (9th Cir. 2020) .............................................................................................24\n\nIn re Noah Education Holdings, Ltd. Sec. Litig.,\n No. 08 Civ. 9203(RJS), 2010 WL 1372709 (S.D.N.Y. Mar. 31, 2010) ............................12\n\nNurlybayev v. ZTO Express (Cayman) Inc.,\n No. 17 CV 6130-LTS-SN, 2021 WL 1226865 (S.D.N.Y. Mar. 31, 2021) .................11, 12\n\nIn re Philip Morris International Inc. Securities Litigation,\n 437 F. Supp. 3d 329 (S.D.N.Y. 2020), aff\u2019d, 89 F.4th 408 (2d Cir. 2023)........................16\n\nIn re Philip Morris International Inc. Securities Litigation,\n 89 F.4th 408 (2d Cir. 2023) ...............................................................................................13\n\nPlumber & Steamfitters Local 773 Pension Fund v. Danske Bank A/S,\n 11 F.4th 90 (2d Cir. 2021) .................................................................................................13\n\n\n\n\n iii\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 5 of 35\n\n\n\n\nPlumbers, Pipefitters & MES Local Union No. 392 Pension Fund v. Fairfax Financial\n Holdings, Ltd.,\n 886 F. Supp. 2d 328 (S.D.N.Y. 2012) ...............................................................................25\n\nIn re Pretium Resources Inc. Securities Litigation,\n 256 F. Supp. 3d 459 (S.D.N.Y. 2017),\n aff\u2019d sub nom. Martin v. Quartermain, 732 F. App\u2019x 37 (2d Cir. 2018) ................9, 20, 23\n\nIn re ProShares Trust Securities Litigation,\n 728 F.3d 96 (2d Cir. 2013) ..........................................................................................18, 19\n\nIn re PXRE Group, Ltd. Securities Litigation,\n 600 F. Supp. 2d 510 (S.D.N.Y. 2009),\n aff\u2019d sub nom. Condra v. PXRE Grp. Ltd., 357 F. App\u2019x 393 (2d Cir. 2009) ..................22\n\nSachsenberg v. IRSA Inversiones y Representaciones Sociedad, An\u00f3nima,\n 339 F. Supp. 3d 169 (S.D.N.Y. 2018) .....................................................................4, 20, 23\n\nIn re Sanofi Securities Litigation,\n 87 F. Supp. 3d 510 (S.D.N.Y. 2015),\n aff\u2019d sub nom. Tongue v. Sanofi, 816 F.3d 199 (2d Cir. 2016) .........................................14\n\nSchiro v. Cemex, S.A.B. de C.V.,\n 438 F. Supp. 3d 194 (S.D.N.Y. 2020) ...............................................................................11\n\nShemian v. Research In Motion Ltd.,\n No. 11 Civ. 4068(RJS), 2013 WL 1285779 (S.D.N.Y. Mar. 29, 2013),\n aff\u2019d, 570 F. App\u2019x 32 (2d Cir. 2014) ...............................................................................21\n\nIn re Stemline Therapeutics, Inc. Securities Litigation,\n 313 F. Supp. 3d 543 (S.D.N.Y. 2018) ...............................................................................15\n\nTeamsters Local 445 Freight Division Pension Fund v. Dynex Capital Inc.,\n 531 F.3d 190 (2d Cir. 2008) ..............................................................................................22\n\nTellabs, Inc. v. Makor Issues & Rights, Ltd.,\n 551 U.S. 308 (2007) ............................................................................................4, 9, 20, 23\n\nIn re UiPath, Inc. Securities Litigation,\n No. 24 Civ. 4702 (JPC), 2025 WL 2065093 (S.D.N.Y. July 23, 2025)......................25, 26\n\nIn re Wachovia Equity Securities Litigation,\n 753 F. Supp. 2d 326 (S.D.N.Y. 2011) ...............................................................................22\n\nIn re Weight Watchers International Inc. Securities Litigation,\n 504 F. Supp. 3d 224 (S.D.N.Y. 2020) ...............................................................................17\n\n\n\n\n iv\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 6 of 35\n\n\n\n\nSTATUTES AND RULES\n\n15 U.S.C. \u00a7 78u-4(b)(2)(A) ...........................................................................................................20\n\n15 U.S.C. \u00a7 78u-5 ..........................................................................................................................16\n\n28 U.S.C. \u00a7 1658(b)(1) ................................................................................................................2, 9\n\nFed. R. Civ. P. 11(b)......................................................................................................................11\n\nFed. R. Civ. P. 15(c)(1) ...........................................................................................................11, 12\n\n\n\n\n v\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 7 of 35\n\n\n\n\n Defendants Hasbro, Inc., Christian Cocks, and Cynthia Williams respectfully submit this\n\nbrief in support of their motion to dismiss the Amended Complaint (ECF No. 47, the \u201cAC\u201d).1\n\n PRELIMINARY STATEMENT\n\n In the AC, Plaintiffs have completely abandoned the original complaint, which concerned\n\nHasbro\u2019s inventory of toys and games for its Consumer Products business segment. Now,\n\nPlaintiffs have embarked on an entirely new\u2014but equally misguided\u2014effort to recover alleged\n\nlosses they claim were caused by purported misrepresentations concerning Magic: The Gathering\n\n(\u201cMagic\u201d), a brand residing in an entirely different segment of Hasbro\u2019s business. Ironically,\n\nMagic was (and remains) the poster child of success in Hasbro\u2019s portfolio. Plaintiffs do not (and\n\ncannot) offer any particularized facts to support their untenable assertion that Defendants were\n\ndamaging the brand and lying to investors during the alleged Class Period.\n\n Released in 1993 as the world\u2019s first collectible trading-card game, Magic is a worldwide\n\nphenomenon that has been played by over 50 million fans in over 150 countries. Its strategic\n\ngameplay, compelling characters, and fantastic Multiverse have entertained and delighted fans\n\nfor over 30 years. Through strong business management and a proven market \u201csegmentation\u201d\n\nstrategy, Hasbro tripled its Magic business between 2016 and 2022, leading Magic to become\n\nHasbro\u2019s first billion-dollar brand in 2022 and delivering joy to more players than ever before.\n\n Despite Magic\u2019s incontrovertible success, Plaintiffs have seized on a November 14, 2022\n\nanalyst report (the \u201cReport\u201d) that Plaintiffs know turned out to be wrong. The analyst\n\ndowngraded Hasbro\u2019s rating to \u201cunderperform\u201d based on his opinion that Hasbro was\n\n\u201coverproducing\u201d Magic cards and \u201cdestroying the long-term value of the brand.\u201d (AC \u00b6\u00b6 49,\n\n56.) Contrary to the analyst\u2019s erroneous prediction, Magic\u2019s brand value is stronger than ever,\n\n\n1\n Unless otherwise noted, all emphasis is added and internal citations are omitted. Referenced\nexhibits are attached to the Declaration of Scott D. Musoff, filed herewith.\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 8 of 35\n\n\n\n\nsurpassing $1 billion in each of 2023 and 2024, and community engagement with the Magic\n\nbrand continues to hit new highs. Notably, when Plaintiffs filed the AC, Hasbro\u2019s stock price\n\nwas trading almost 30% higher than it was just before publication of the Report.\n\n Even so, Plaintiffs strain to repurpose the Report\u2019s central thesis and claim that\n\nDefendants falsely attributed Magic\u2019s historical success\u2014including six years of consecutive\n\ngrowth between 2018 and 2023\u2014to its \u201csegmentation\u201d strategy as a cover-up for a purported\n\n\u201cparachute strategy\u201d that allegedly used Magic set releases \u201cto address shortfalls elsewhere in the\n\nCompany\u2019s business.\u201d (Id. \u00b6 11.) Plaintiffs do not (and cannot) allege any inconsistency\n\nbetween these two strategies, the first of which concerns the target players for various Magic\n\nproduct releases (i.e., \u201cwho\u201d), and the second of which concerns the timing for such releases (i.e.,\n\n\u201cwhen\u201d). Plaintiffs then claim that the supposed \u201cfraud\u201d was revealed when Hasbro reported\n\nallegedly disappointing results in January and October, 2023\u2014obfuscating that these results had\n\nnothing to do with Magic, but rather were driven by separate business segments. Plaintiffs\u2019\n\ntheory of fraud is meritless, and the AC should be dismissed for several reasons.\n\n First, Plaintiffs\u2019 claims are time-barred. Plaintiffs\u2019 claims accrued no later than October\n\n26, 2023, when they allege that the \u201cfull truth\u201d about the purported fraud \u201cfinally emerged.\u201d (Id.\n\n\u00b6 17.) Plaintiffs thus had until October 26, 2025, or two years, to file the AC. See 28 U.S.C.\n\n\u00a7 1658(b)(1). Yet they waited until November 26, 2025, to do so, making the AC untimely.\n\n(Infra Part I.A.) Plaintiffs\u2019 claims do not \u201crelate back\u201d to the original complaint because that\n\ncomplaint is based on entirely different factual allegations: alleged misrepresentations\n\nconcerning Hasbro\u2019s inventory for its Consumer Products segment. (Infra Part I.B.)\n\n Second, Plaintiffs fail to plead a single material misrepresentation or omission. The AC\n\nlacks any facts, particularized or otherwise, showing that any of the challenged statements were\n\n\n\n\n 2\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 9 of 35\n\n\n\n\nfalse or misleading when made. For example, Plaintiffs allege that Defendants falsely attributed\n\nMagic\u2019s growth to a \u201csegmentation\u201d strategy that Plaintiffs contend was unsustainable despite its\n\nproven success. But Plaintiffs plead no facts showing that Hasbro did not pursue the strategy,\n\nnor do they (or can they) articulate any contradiction between that strategy and the allegedly\n\nalternative \u201cparachute\u201d strategy that they trumpet in the AC. (Infra Part II.A.1.a.) Plaintiffs also\n\ndo not (and cannot) plead any particularized, contemporaneous facts contradicting Defendants\u2019\n\nstatements that the Report\u2019s \u201coverprinting\u201d concerns were unfounded. (Infra Part II.A.1.b.)\n\n Grasping at straws, Plaintiffs try to contort an \u201cout of stock\u201d message on the player-\n\nfacing website for Magic\u2019s 30th anniversary set (the \u201cMagic 30th Set\u201d) into a misrepresentation\n\nthat the product had sold out. But Defendants were transparent with investors that Hasbro had\n\n\u201cpulled back on available supply\u201d of the product (Ex. A, 4Q22 Earnings Call, at 5), and Plaintiffs\n\ndo not allege any facts supporting a plausible inference that the Magic 30th Set was material to\n\nHasbro\u2019s business. (Infra Part II.A.2.) Finally, Plaintiffs allege that Defendants misleadingly\n\ndiscussed Hasbro\u2019s inventory levels in 2023 by relying on vague former-employee accounts from\n\n\u201cmid-2022.\u201d (AC \u00b6\u00b6 164, 166.) Such accounts of course cannot show that Defendants\u2019 2023\n\nstatements were false or misleading when made. (Infra Part II.A.3.)\n\n Third, Plaintiffs fail to plead any inference of scienter, much less a strong one. Plaintiffs\n\ndo not allege that any Defendant had a motive or opportunity to defraud investors. Instead,\n\nPlaintiffs rely on a \u201chodgepodge of circumstantial evidence\u201d that \u201camount[s] to little more than a\n\nsuggestion that \u2018Defendants must have known\u2019 their statements were false when they made\n\nthem\u201d based on their high-level positions at Hasbro and involvement with Magic. Cheng v.\n\nCanada Goose Holdings Inc., No. 19-CV-8204 (VSB), 2021 WL 3077469, at *11 (S.D.N.Y.\n\nJuly 19, 2021) (Broderick, J.). Lacking here are any particularized factual allegations showing\n\n\n\n\n 3\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 10 of 35\n\n\n\n\nthat specific contradictory information was available to Defendants when they made any of the\n\nallegedly misleading statements. (Infra Part II.B.1.) The result is an inference of scienter that\n\nsimply makes no sense, and one that is far less compelling than an inference that Defendants\n\nbelieved that their statements were accurate when made. (Infra Part II.B.2.)\n\n Fourth, Plaintiffs fail to plead loss causation. While they have latched onto three\n\ninstances when Hasbro\u2019s stock price declined, they plead no connection between the alleged\n\n\u201ccorrective disclosures\u201d and anything that Defendants actually said. (Infra Part II.C.) \u201cThis is\n\nfatal\u201d to their claims. Lentell v. Merrill Lynch & Co., 396 F.3d 161, 175 (2d Cir. 2005).\n\n Finally, Plaintiffs\u2019 failure to plead a primary violation of Section 10(b) forecloses their\n\n\u201ccontrol person\u201d claim under Section 20(a). (Infra Part III.)\n\n STATEMENT OF FACTS2\n\nA. Hasbro\u2019s Business and the Magic \u201cSegmentation\u201d Strategy\n\n Hasbro is a leading game, intellectual property, and toy company that delivers engaging\n\nbrand experiences for global audiences through gaming, consumer products, and entertainment,\n\nwith a portfolio of iconic brands, including Magic, Dungeons & Dragons, Monopoly,\n\nTransformers, Play-Doh, and Peppa Pig. (AC \u00b6\u00b6 2, 25.) Hasbro has three reportable business\n\nsegments: Consumer Products, Wizards of the Coast and Digital Gaming (\u201cWizards\u201d), and\n\nEntertainment. (Id. \u00b6 29.) Christian Cocks has been Hasbro\u2019s CEO since February 2022; before\n\nthat, he was the President of Wizards. (Id. \u00b6 26.) Cynthia Williams was the President of\n\nWizards from February 2022 to April 2024. (Id. \u00b6 27.)\n\n\n2\n The facts are drawn from the AC, the \u201cdocuments incorporated into the [AC] by reference, and\nmatters of which a court may take judicial notice.\u201d Tellabs, Inc. v. Makor Issues & Rts., Ltd.,\n551 U.S. 308, 322 (2007). The Court may consider any \u201clegally required public disclosure\ndocuments filed with the SEC, and documents possessed by or known to the plaintiff and upon\nwhich it relied in bringing the suit.\u201d Sachsenberg v. IRSA Inversiones y Representaciones\nSociedad An\u00f3nima, 339 F. Supp. 3d 169, 178 (S.D.N.Y. 2018) (Broderick, J.).\n\n\n 4\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 11 of 35\n\n\n\n\n The Wizards segment develops trading-card, role-playing, and digital-game experiences\n\nfor certain of the Company\u2019s brands, including Magic. (Id. \u00b6 25.) Created in 1993, Magic was\n\nthe world\u2019s first collectible trading-card game and Hasbro\u2019s first billion-dollar brand. (Id. \u00b6\u00b6 6,\n\n30.) Hasbro periodically releases themed \u201csets\u201d of Magic cards that players can use to build\n\ncustom decks and face off against each other. (Id. \u00b6 2.)\n\n Historically, Hasbro had focused the Magic brand on competitive players and anchored\n\nthe business around the \u201cWizards Play Network\u201d: a global network of hobby stores that sell\n\nMagic cards and host events for competitive players. (Id. \u00b6\u00b6 30-31; Ex. B, 11/11/21 Jefferies\n\nConf., at 7-8.) When Cocks became President of Wizards in 2016, Wizards identified an\n\nopportunity to offer Magic to a broader group of fans beyond just competitive players. Hasbro\n\nthen deployed a \u201csegmentation\u201d strategy for Magic and developed \u201cbespoke\u201d products for five\n\nplayer groups, or \u201csegments\u201d: (1) competitive players, (2) casual, social players, (3) collectors,\n\n(4) digital players, and (5) fans of \u201cadjacent\u201d universes (e.g., Dungeons & Dragons, Lord of the\n\nRings, etc.). (Ex. B, 11/11/21 Jefferies Conf., at 9-10; AC \u00b6\u00b6 38-39.) Recognizing that players\n\ncan interact with and enjoy the Magic brand for different reasons, Hasbro believed that \u201cthinking\n\nabout things on a segmented basis\u201d was a \u201creal driver\u201d for Magic\u2019s potential growth. (AC \u00b6 39.)\n\n Hasbro typically releases five or six core, or \u201ctentpole,\u201d Magic sets per year that are\n\nintended to appeal to a broad, \u201cmultisegment\u201d player base. (Ex. B, 11/11/21 Jefferies Conf., at\n\n10; Ex. C, 12/8/22 Special Call, at 7-8.) Hasbro also periodically releases smaller, limited-run\n\nproducts targeted at specific player segments. For example, in 2019, Hasbro launched its \u201cSecret\n\nLair\u201d line of cards for collectors comprising small-run reprints of existing cards with unique art\n\ntreatments. (AC \u00b6\u00b6 84, 148; Ex. D, 9/16/21 Special Call, at 6.) For social players, Hasbro\n\nlaunched its \u201cCommander\u201d products, which support multi-player formats, compared to the\n\n\n\n\n 5\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 12 of 35\n\n\n\n\ntraditional two-player, head-to-head format. (Ex. A, 4Q22 Earnings Call, at 18; AC \u00b6 173.) For\n\n\u201cadjacent\u201d players, Hasbro launched its \u201cUniverses Beyond\u201d product line, which brings brands\n\nlike Lord of the Rings and Stranger Things to Magic. (Ex. E, 1Q22 Earnings Call, at 16; Ex. B,\n\n11/11/21 Jefferies Conf., at 10-11; AC \u00b6 163.) And for the digital segment, Hasbro developed an\n\nonline \u201cMagic: The Gathering Arena\u201d platform to introduce players to Magic and help them\n\nimprove their play. (AC \u00b6 4.)\n\nB. 2022 Is a Record-Breaking Year for Magic Despite Some Setbacks\n\n 2022 was a record year for Magic, which exceeded $1 billion in revenue for the first time\n\nin the brand\u2019s history, up 7% over 2021 revenue. (Id. \u00b6 6; Ex. F, 2/16/23 8-K, at 6.) Also for the\n\nfirst time, each of the tentpole Magic set releases in 2022 achieved more than $100 million in\n\nrevenue. (Ex. F, 2/16/23 8-K, at 6; Ex. G, 3Q22 Earnings Call, at 12.) Hasbro reported that\n\nMagic generated $263.2 million in revenue in the fourth quarter of 2022 alone, up 40% from the\n\nfourth quarter of the prior year. (Ex. F, 2/16/23 8-K, at 6.) Magic achieved these results despite\n\ndisclosed supply chain issues that impacted Magic\u2019s release cadence in the third quarter of 2022.\n\n(Ex. A, 4Q22 Earnings Call, at 6-7, 12-13; Ex. C, 12/8/22 Special Call, at 9.)\n\n On November 28, 2022, Hasbro released the special-edition Magic 30th Set, which\n\nretailed for $999. (AC \u00b6\u00b6 45, 55, 61.) Hasbro transparently disclosed to investors that the\n\nrelease was not considered successful: Magic fans were upset by the high price point and\n\nHasbro\u2019s decision to produce cards found in iconic Magic sets that were not sanctioned for\n\ncompetitive play. (Ex. C, 12/8/22 Special Call, at 11; AC \u00b6 55.) Plaintiffs allege that initial sales\n\n\u201cindicated that the set would sell poorly\u201d and that Hasbro \u201cprematurely stopped the sale\u201d and\n\nupdated its player-facing website to cut back on available supply (AC \u00b6 74):3\n\n\n3\n Magic: The Gathering 30th Anniversary Edition, https://30thedition.wizards.com/us/en (last\nvisited Feb. 6, 2026).\n\n\n 6\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 13 of 35\n\n\n\n\n On December 8, 2022, Hasbro held an analyst call, in part to address a November 14,\n\n2022 analyst report that expressed \u201cconcern [] that Hasbro ha[d] been overproducing Magic\n\ncards\u201d in a way that could \u201cdamag[e] the long-term value of the brand\u201d and \u201clead to lower\n\ndemand for future releases.\u201d (Ex. H, Report, at 1-2; AC \u00b6\u00b6 49-56, 65.) During the call, Williams\n\nstated that there was \u201cno evidence that MAGIC [was] overprinted.\u201d (Ex. C, 12/8/22 Special\n\nCall, at 10-11; AC \u00b6 66.) Williams explained that \u201c[m]ost of [the] MAGIC releases and our\n\nSKUs are print to demand,\u201d meaning that Hasbro \u201cprint[s] and reprint[s] products to meet\n\ndemand from [its] players,\u201d and that Hasbro was serving \u201cmore player segments\u201d than ever\n\nbefore pursuant to its previously disclosed \u201csegmentation strategy.\u201d (Ex. C, 12/8/22 Special\n\nCall, at 9-11; AC \u00b6\u00b6 67-68.) With respect to the Magic 30th Set, Williams informed investors\n\nthat Hasbro had \u201cscaled back\u201d available supply in response to \u201ccustomer feedback.\u201d (AC \u00b6 64.)\n\n On January 26, 2023, Hasbro reported that \u201c[d]espite strong growth in Wizards,\u201d its\n\n\u201cConsumer Products business underperformed in the fourth quarter [of 2022].\u201d (Ex. I, 1/27/23\n\n8-K, at 3; AC \u00b6 120.) Preliminary fourth quarter Consumer Products revenue was down 26%\n\nyear over year, and full-year revenue was down 10%. (Ex. I, 1/27/23 8-K, at 3-4.) Hasbro also\n\n\u201cannounced leadership and organizational changes, including the elimination of approximately\n\n15% of its global workforce\u201d and the departure of its President and COO, Eric Nyman, who had\n\n\n\n 7\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 14 of 35\n\n\n\n\noverseen the Consumer Products division. (Id.; AC \u00b6 120.)\n\nC. Magic Remains Successful in 2023 While Consumer Products Faces Headwinds\n\n On April 27, 2023, Hasbro reported that first-quarter Magic revenue increased 16% year\n\nover year relative to 1Q22, while Consumer Products revenue declined 23% for that period. (Ex.\n\nJ, 1Q23 Earnings Call, at 4-5.) During an earnings call that day, Hasbro\u2019s Executive VP and\n\nCFO Deborah Thomas explained that \u201cinventory at Hasbro [was] up from year-end, due\n\nprimarily to\u201d (i) higher Wizards inventories \u201cgiven the timing of releases\u201d for 2023 and\n\n(ii) \u201cConsumer Product[s] inventories.\u201d (Id. at 6; AC \u00b6\u00b6 134, 163.) Thomas stated that Hasbro\n\n\u201cexpect[ed] Wizards\u2019 inventories to be down\u201d by \u201cyear-end.\u201d (Ex. J, 1Q23 Earnings Call, at 6.)\n\n On October 26, 2023, Hasbro reported third-quarter Magic revenue of $287.4 million, up\n\n20% year over year relative to 3Q22. (Ex. K, 10/26/23 8-K, at 7.) Hasbro also reported a\n\n\u201c[r]evenue decrease of 18%\u201d for Consumer Products, \u201cdriven by exited businesses, industry\n\ntrends, and prioritization of inventory management.\u201d (Id. at 6.) Hasbro stated that it had\n\n\u201c[r]educed owned inventory [by] 27% companywide, but that Consumer Products inventories\n\ndecreased by 34%.\u201d (AC \u00b6 138.) Responding to an analyst question concerning \u201chow much\n\nheadwind [Hasbro] saw from destocking this year in the Consumer Products business,\u201d\n\nExecutive VP and CFO Gina Goetter stated, \u201cI would put that at roughly, call it, $50-ish million\n\nof onetime cost that . . . we\u2019re putting in either move through inventory at the retailer level, extra\n\nmarketing to move through the inventory, extra obsolescence cost.\u201d (Ex. L, 3Q23 Earnings Call,\n\nat 13; AC \u00b6 138.) Based on its results, Hasbro adjusted its full-year 2023 revenue guidance from\n\n\u201cdown low-single digits\u201d to a \u201cdecline of 13 - 15% driven by softer toy outlook in Consumer\n\nProducts.\u201d (Compare Ex. F, 2/16/23 8-K, at 6, with Ex. K, 10/26/23 8-K, at 7.)\n\n Magic has continued to prove the Report wrong since the Class Period ended on October\n\n26, 2023, surpassing $1 billion in revenue in each of 2023 and 2024. (See Ex. M, 2/20/25 8-K, at\n\n\n 8\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 15 of 35\n\n\n\n\n16.) Indeed, by the time Plaintiffs filed the AC, Hasbro\u2019s stock price had completely recovered,\n\ntrading almost 30% higher than it was immediately before publication of the Report. (See Ex.\n\nN, Hasbro Stock Price Chart, at 10, 34.)4\n\n ARGUMENT\n\n As this Court is aware, securities-fraud complaints must satisfy the heightened pleading\n\nstandards of the Private Securities Litigation Reform Act of 1995 (\u201cPSLRA\u201d) and Rule 9(b) of\n\nthe Federal Rules of Civil Procedure. City of Pontiac Policemen\u2019s & Firemen\u2019s Ret. Sys. v. UBS\n\nAG, 752 F.3d 173, 184 (2d Cir. 2014); see also In re Pretium Res. Inc. Sec. Litig., 256 F. Supp.\n\n3d 459, 470 (S.D.N.Y. 2017) (Broderick, J.) (describing \u201cheightened pleading requirements\u201d),\n\naff\u2019d sub nom. Martin v. Quartermain, 732 F. App\u2019x 37 (2d Cir. 2018). These standards\n\n\u201crequire[] plaintiffs to state with particularity both the facts constituting the alleged violation,\n\nand the facts evidencing scienter, i.e., the defendant\u2019s intention to deceive, manipulate, or\n\ndefraud.\u201d Tellabs, 551 U.S. at 313. Even under Rule 8(a)\u2019s baseline standards, \u201c[a]llegations\n\nthat are conclusory or unsupported by factual assertions are insufficient\u201d to state a claim. ATSI\n\nCommc\u2019ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 99 (2d Cir. 2007).\n\nI. PLAINTIFFS\u2019 CLAIMS ARE TIME-BARRED\n\n The AC should be dismissed because it is time-barred. Claims under Sections 10(b) and\n\n20(a) of the Securities Exchange Act of 1934 must be brought no later than \u201c2 years after the\n\ndiscovery of the facts constituting the violation.\u201d 28 U.S.C. \u00a7 1658(b)(1). A fact is deemed\n\n\u201cdiscovered\u201d when \u201ca reasonably diligent plaintiff would have sufficient information about that\n\nfact to adequately plead it in a complaint.\u201d City of Pontiac Gen. Emps.\u2019 Ret. Sys. v. MBIA, Inc.,\n\n\n\n4\n The Court \u201cmay take judicial notice of well-publicized stock prices.\u201d In re FuBoTV Inc. Sec.\nLitig., No. 21-cv-01412 (ALC), 2024 WL 1330001, at *4 (S.D.N.Y. Mar. 28, 2024) (quoting\nGanino v. Citizens Utils. Co., 228 F.3d 154, 166 n.8 (2d Cir. 2000)).\n\n\n 9\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 16 of 35\n\n\n\n\n637 F.3d 169, 175 (2d Cir. 2011). To determine the discovery date, courts must \u201cconsider when\n\n\u2018storm warnings\u2019 would have prompted a reasonably diligent plaintiff to begin investigating.\u201d\n\nGavin/Solmonese LLC v. D\u2019Arnaud-Taylor, 68 F. Supp. 3d 530, 535 (S.D.N.Y. 2014) (quoting\n\nMerck & Co. v. Reynolds, 559 U.S. 633, 652 (2010)), aff\u2019d, 639 F. App\u2019x 664 (2d Cir. 2016).\n\n\u201c[C]ourts in this district often make this determination on a motion to dismiss.\u201d Id. at 536; see\n\nalso, e.g., Arco Cap. Corp. v. Deutsche Bank AG, 986 F. Supp. 2d 296, 304 (S.D.N.Y. 2013)\n\n(dismissing time-barred claims). Here, Plaintiffs\u2019 claims accrued more than two years before\n\nthey filed the AC, which does not relate back to the original complaint.\n\nA. Plaintiffs\u2019 Claims Accrued More Than Two Years Before They Filed the AC\n\n Plaintiffs\u2019 claims accrued no later than October 26, 2023, when Plaintiffs themselves\n\nallege that the full truth was revealed to the market\u2014more than two years before they filed the\n\nAC. Plaintiffs allege that \u201cthe truth\u201d about the supposed fraud was revealed through three\n\ndisclosures. (AC \u00b6\u00b6 114, 118, 138.) First, Plaintiffs allege that on November 14, 2022, the\n\nReport revealed that Hasbro had been \u201coverprinting\u201d Magic sets\u2014a conclusion that Plaintiffs\n\nclaim \u201cconflicted directly\u201d with Defendants\u2019 statements \u201cthat Hasbro was printing \u2018the same\n\nnumber of sets\u2019 annually as it had in the past and that sets were printed pursuant to a sustainable\n\n\u2018segmentation\u2019 strategy.\u201d (Id. \u00b6\u00b6 52, 114, 210.) Second, Plaintiffs allege that when Hasbro\n\nannounced \u201cpoorer-than-expected Wizards results\u201d on January 26, 2023, it purportedly\n\n\u201cconfirmed that, as the [] Report had indicated, Hasbro was \u2018overprinting\u2019 Magic sets.\u201d (Id.\n\n\u00b6\u00b6 118, 121.) Third, Plaintiffs allege that the \u201cfull truth\u201d of the supposed fraud was \u201cfinally\n\nrevealed\u201d on October 26, 2023, when Hasbro purportedly divulged that \u201cWizards\u2019 inventories\n\ncontained old, unsold Magic sets from past releases\u201d and thus \u201cthe extent of the harm to Magic\n\nsales that had been caused by Hasbro\u2019s Magic set overprinting.\u201d (Id. \u00b6\u00b6 138, 217.)\n\n The AC shows that these alleged corrective \u201cdisclosures provided sufficient information\n\n\n 10\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 17 of 35\n\n\n\n\nto enable Plaintiffs to plead [their] claim[s] and trigger the statute of limitations\u201d more than two\n\nyears before Plaintiffs filed the AC. Schiro v. Cemex, S.A.B. de C.V., 438 F. Supp. 3d 194, 201\n\n(S.D.N.Y. 2020). This is particularly true for the purported \u201cbombshell\u201d Report (AC \u00b6 49),\n\nwhich underpins Plaintiffs\u2019 theory of fraud. See, e.g., Fogel v. Wal-Mart de M\u00e9xico SAB de CV,\n\nNo. 13 Civ. 2282 (KPF), 2017 WL 751155, at *3, *9 (S.D.N.Y. Feb. 27, 2017) (limitations\n\nperiod began to run after publication of New York Times article that \u201cexposed an internal\n\ninvestigation of alleged bribery,\u201d which formed the basis of the plaintiffs\u2019 claims), aff\u2019d sub nom.\n\nFogel v. Vega, 759 F. App\u2019x 18 (2d Cir. 2018).\n\n There is no reason why a reasonably diligent plaintiff would have needed until\n\nNovember 26, 2025 to file the AC. Indeed, Plaintiffs\u2019 counsel should have had sufficient facts to\n\nplead scienter when they filed the original complaint more than a year earlier on November 13,\n\n2024, see Fed. R. Civ. P. 11(b), and Plaintiffs cite nothing post-dating that complaint to support\n\ntheir new claims. The AC thus is time-barred.\n\nB. Plaintiffs\u2019 Claims Do Not Relate Back to the Filing of the Original Complaint\n\n The relation-back doctrine cannot save the untimely AC from dismissal. An amended\n\ncomplaint relates back to an original complaint only when it \u201casserts a claim . . . that arose out of\n\nthe conduct, transaction, or occurrence set out\u2014or attempted to be set out\u2014in the original\n\npleading.\u201d Fed. R. Civ. P. 15(c)(1)(B). \u201cNew claims may arise out of the same conduct,\n\ntransactions, or occurrence where they \u2018amplify, or state in a slightly different way,\u2019 the claim of\n\nthe original pleading\u201d or \u201care a natural offshoot of the basic scheme already alleged.\u201d\n\nNurlybayev v. ZTO Express (Cayman) Inc., No. 17 CV 6130-LTS-SN, 2021 WL 1226865, at *4\n\n(S.D.N.Y. Mar. 31, 2021) (quoting Slayton v. Am. Exp. Co., 460 F.3d 215, 229 (2d Cir. 2006)).\n\nIn contrast, \u201cclaims that are based on an entirely distinct set of factual allegations will not relate\n\nback.\u201d Lehman XS Tr., Series 2006-GP2, (LXS 2006-GP2), ex rel. U.S. Bank Nat\u2019l Ass\u2019n v.\n\n\n 11\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 18 of 35\n\n\n\n\nGreenPoint Mortg. Funding, Inc., 916 F.3d 116, 128 (2d Cir. 2019); see also In re Noah Educ.\n\nHoldings, Ltd. Sec. Litig., No. 08 Civ. 9203(RJS), 2010 WL 1372709, at *9 (S.D.N.Y. Mar. 31,\n\n2010) (\u201c[R]elation back is only appropriate in securities actions where the new allegations relate\n\nto the same or similar conduct complained of in the original complaint.\u201d (collecting cases)).\n\n The AC \u201cfall[s] into the latter category.\u201d Fogel, 2017 WL 751155, at *13. The original\n\ncomplaint alleged that Hasbro, Cocks, and four other executives (none of whom are named as\n\ndefendants in the AC) misled investors about the state of Hasbro\u2019s inventory for its \u201cConsumer\n\nProducts segment.\u201d (ECF No. 1 \u00b6\u00b6 10, 24-25, 28, 46.) The AC, however, \u201cis based on an\n\nentirely new theory encompassing different conduct.\u201d Caldwell v. Berlind, 543 F. App\u2019x 37, 40\n\n(2d Cir. 2013). Now, Plaintiffs allege that Defendants misled investors about the extent to which\n\n\u201cHasbro was overprinting Magic sets\u201d to \u201cgenerat[e] short-term revenue to make up for\n\nshortfalls elsewhere in the Company\u2019s business.\u201d (AC \u00b6 1.)\n\n The original complaint\u2019s theory of fraud did not concern Magic at all, much less the\n\n\u201coverprinting\u201d theory alleged in the AC. Nor did it even mention Williams, who was newly\n\nadded as a defendant in the AC. Williams\u2019s complete absence from the original complaint \u201cmust\n\nbe considered a matter of choice, not mistake.\u201d Fogel, 2017 WL 751155, at *12 (quoting In re\n\nEnter. Mortg. Acceptance Co., LLC, Sec. Litig., 391 F.3d 401, 405 n.2 (2d Cir. 2004)); see also\n\nFed. R. Civ. P. 15(c)(1)(C) (new parties in an amended pleading). Moreover, proof of Plaintiffs\u2019\n\ncurrent claims \u201cwould require different evidence\u201d than would the \u201cprior claims.\u201d ZTO Express,\n\n2021 WL 1226865, at *4. Because the original complaint \u201cdid not put [Hasbro, Cocks, or\n\nWilliams] on notice that Plaintiff[s] would later bring these new claims,\u201d the AC should be\n\n\n\n\n 12\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 19 of 35\n\n\n\n\ndismissed as untimely. Fogel, 2017 WL 751155, at *13.5\n\nII. PLAINTIFFS HAVE NOT STATED A CLAIM UNDER SECTION 10(B)\n\n To state a claim under Section 10(b), Plaintiffs must plead, among other things, (1) a\n\nmaterial misrepresentation or omission, (2) scienter, and (3) loss causation. In re Philip Morris\n\nInt\u2019l Inc. Sec. Litig., 89 F.4th 408, 417 (2d Cir. 2023). Plaintiffs have not done so.6\n\nA. Plaintiffs Have Not Pled a Material Misrepresentation or Omission\n\n Rule 10b-5(b) prohibits \u201cfalse statements\u201d and misleading \u201chalf-truths.\u201d Macquarie\n\nInfrastructure Corp. v. Moab Partners, L.P., 601 U.S. 257, 263 (2024). In either case, the\n\nplaintiff \u201cmust specify each statement alleged to have been misleading, and the reason or reasons\n\nwhy the statement is misleading.\u201d Ark. Pub. Emps. Ret. Sys. v. Bristol-Myers Squibb Co., 28\n\nF.4th 343, 353 (2d Cir. 2022) (cleaned up). Put differently, a complaint must detail \u201cwhy the\n\nstatements were fraudulent.\u201d Id. (emphasis in original). Plaintiffs have not done so.\n\n 1. Plaintiffs Fail to Challenge the \u201cSegmentation\u201d Strategy Statements\n\n (a) Statements Concerning Magic\u2019s Growth in 2021 and 2022\n\n Plaintiffs first allege that between September 16, 2021, and December 8, 2022,\n\nDefendants falsely attributed Magic\u2019s growth to Hasbro\u2019s \u201csegmentation strategy,\u201d under which\n\nHasbro developed Magic products for distinct player segments, as opposed to just competitive\n\nplayers as it historically had done. (AC \u00b6\u00b6 144, 146, 150, 157.) Plaintiffs claim that Hasbro\n\n\n\n\n5\n Should the Court dismiss only Williams from the case, it should also dismiss any claims based\non her alleged statements. (See AC \u00b6\u00b6 152-53, 157-62.) Cf. Janus Cap. Grp., Inc. v. First\nDerivative Traders, 564 U.S. 135, 141-44 (2011).\n6\n Plaintiffs do not allege any \u201cdeceptive acts that are distinct\u201d from the alleged\nmisrepresentations. Plumber & Steamfitters Loc. 773 Pension Fund v. Danske Bank A/S, 11\nF.4th 90, 105 n.6 (2d Cir. 2021); see also Lentell, 396 F.3d at 177 (dismissing scheme-liability\nclaims when the \u201csole basis\u201d for them was \u201calleged misrepresentations\u201d). Accordingly,\nDefendants analyze the AC solely under Rule 10b-5(b).\n\n\n 13\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 20 of 35\n\n\n\n\nactually \u201cdrove Magic\u2019s growth by unsustainably overprinting \u2018parachute\u2019 sets to generate short-\n\nterm revenue to make up for shortfalls in its Consumer Products business and elsewhere in the\n\nCompany.\u201d (Id. \u00b6\u00b6 145, 147, 151, 158.)\n\n As a threshold matter, Plaintiffs do not explain how the two alleged strategies are\n\ninconsistent with each other. Nor could they, since the two alleged strategies are not \u201cmutually\n\nexclusive,\u201d and one does not show that the other was false. Canada Goose, 2021 WL 3077469,\n\nat *8; see also In re Sanofi Sec. Litig., 87 F. Supp. 3d 510, 532 (S.D.N.Y. 2015) (no\n\nmisrepresentation when two statements were \u201cnot inconsistent\u201d with one another), aff\u2019d sub nom.\n\nTongue v. Sanofi, 816 F.3d 199 (2d Cir. 2016). Even if Hasbro timed the releases of the alleged\n\n\u201cparachute sets\u201d around the results from other business segments, that does not mean that those\n\nMagic sets were not targeted at specific player segments or a broader player base.\n\n Plaintiffs also do not plead particularized facts showing that any of the challenged\n\nstatements concerning Hasbro\u2019s segmentation strategy \u201cwere misleading or false when made.\u201d\n\nCanada Goose, 2021 WL 3077469, at *8. Indeed, nothing in the AC contradicts that \u201cserving\n\nmore player segments than ever before\u201d was \u201cthe reason the Company had \u2018either tripled or\n\ncome close to triple the overall Magic business\u2019\u201d between 2016 and the end of 2022. (AC \u00b6 157\n\n(cleaned up); see also Ex. C, 12/8/22 Special Call, at 7, 9-10.) Highlighting the AC\u2019s defects,\n\nPlaintiffs allege that Cocks misrepresented that the \u201cSecret Lair card drops [were] for the\n\ncollector segment\u201d (AC \u00b6 148 (cleaned up)), but they do not allege any facts supporting a\n\nplausible inference that Secret Lair sets were not targeted at collectors. (Cf., e.g., Ex. D, 9/16/21\n\nInvestor Call, at 6.) Instead, Plaintiffs merely assert that the Secret Lair sets were \u201cfull of\n\nreprinted cards.\u201d (AC \u00b6 149.) That allegation does not contradict Cocks\u2019s actual statement.\n\n Further, any suggestion that Defendants misleadingly used Magic to cover up shortfalls\n\n\n\n\n 14\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 21 of 35\n\n\n\n\nin other business segments (e.g., Consumer Products), is belied by Hasbro\u2019s own financial\n\nstatements, which since before the Class Period have reported the Company\u2019s financial results on\n\na segment-by-segment basis for each of its three business segments. (See, e.g., Ex. O, 2022 10-\n\nK, at 16, 49-53, 92; Ex. F, 2/16/23 8-K, at 7-8.) Investors were acutely aware that, despite\n\nMagic\u2019s record-breaking success in 2022, Hasbro\u2019s Consumer Products segment struggled in\n\n2022, with full-year revenue down 10% compared to 2021, and fourth-quarter revenue down\n\n26% year over year. (AC \u00b6\u00b6 119-20; Ex. I, 1/27/23 8-K, at 4.) \u201cEven at the pleadings stage,\n\ndismissal is appropriate where the complaint is premised on the nondisclosure of information\n\nthat was actually disclosed.\u201d Docdeer Found. v. BioNTech SE, No. 24 Civ. 5310 (KPF), 2025\n\nWL 2781381, at *14 (S.D.N.Y. Sept. 30, 2025).\n\n (b) Statements Concerning \u201cOverprinting\u201d\n\n Plaintiffs next claim that Defendants falsely denied overprinting Magic cards. First,\n\nPlaintiffs assert that Williams falsely stated during an October 18, 2022 earnings call that Hasbro\n\nwas releasing \u201cthe same number of sets\u201d each year \u201cin the hobby channel.\u201d (AC \u00b6 152.)\n\nPlaintiffs contend that, through this statement, Williams misleadingly \u201crepresent[ed] that the\n\nnumber of Magic sets printed annually was sustainable.\u201d (Id. \u00b6 153.) But Williams made no\n\nrepresentations about the \u201csustainab[ility]\u201d of Hasbro\u2019s printing of Magic cards. \u201cPlaintiffs\n\ncannot make up statements and then attribute them to defendants in order to support a Section\n\n10(b) claim.\u201d In re Stemline Therapeutics, Inc. Sec. Litig., 313 F. Supp. 3d 543, 549 (S.D.N.Y.\n\n2018). And Plaintiffs do not plead any facts contradicting Williams\u2019s actual statement, which\n\nconcerned \u201chobby channel\u201d releases\u2014i.e., sales made to hobby stores, as opposed to \u201cdirect-to-\n\nconsumer\u201d releases like the \u201csecret la[ir] drops.\u201d (Ex. G, 3Q22 Earnings Call, at 18.)7\n\n\n7\n Even if Williams\u2019s statement could be characterized as a statement concerning future player\n\n\n\n 15\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 22 of 35\n\n\n\n\n Second, Plaintiffs allege that Williams falsely assured investors after the Report that\n\n\u201cthere is no evidence that Magic is overprinted,\u201d and that Hasbro \u201cprint[s] and reprint[s]\n\nproducts to meet demand from our players.\u201d (AC \u00b6 159.) Plaintiffs assert that when Williams\n\nmade these statements, \u201cdemand for Magic was waning and Magic set sales were consistently\n\nmissing Hasbro\u2019s internal forecasts.\u201d (Id. \u00b6 160.) Plaintiffs\u2019 conclusory assertions are meritless\n\nand lack any supporting factual allegations.\n\n For example, Plaintiffs plead no particularized facts to quantify the extent to which\n\n\u201cdemand for Magic\u201d was purportedly \u201cwaning\u201d or show that Hasbro\u2019s printing of Magic cards\n\nexceeded demand. Instead, Plaintiffs identify only two of the thirty-nine alleged Magic \u201csets\u201d\n\npurportedly released in 2022 that they claim experienced \u201cweaker than expected\u201d sales: (1) the\n\n\u201cBaldur\u2019s Gate\u201d multi-player \u201cCommander\u201d product \u201creleased in June 2022,\u201d and (2) the Magic\n\n30th Set released on November 28, 2022. (Id. \u00b6\u00b6 86, 97-98, 108.) These two exemplars hardly\n\nshow that Hasbro was overprinting Magic cards and failing to account for demand. Plaintiffs\n\nalso ignore the context for Williams\u2019s statement, including her concurrent statements that\n\n(i) Hasbro gauges demand based on \u201creorders\u201d after the \u201cinitial selling period prior to the launch\n\nof a set,\u201d (ii) Magic was on track to become Hasbro\u2019s \u201cfirst $1 billion brand\u201d in 2022, and\n\n(iii) the \u201cUniverses Beyond\u201d Warhammer 40,000 \u201cCommander\u201d deck was \u201calready on its third\n\nreprint due to demand.\u201d (Ex. C, 12/8/22 Special Call, at 10, 11, 13.) From this context,\n\nWilliams explained that Hasbro had \u201cexpanded the number of booster product types\u201d around\n\n\u201ceach of the [six annual tentpole set] releases\u201d and rejected that Magic was \u201coverprinted.\u201d (Id. at\n\n9, 10.) Defendants\u2019 statements must be \u201ctaken together\u201d and examined \u201cin context.\u201d Canada\n\n\n\ndemand or business performance, it is protected by the PSLRA\u2019s safe harbor and the \u201cbespeaks\ncaution\u201d doctrine. See 15 U.S.C. \u00a7 78u-5; In re Philip Morris Int\u2019l Inc. Sec. Litig., 437 F. Supp.\n3d 329, 354-56 & n.7 (S.D.N.Y. 2020), aff\u2019d, 89 F.4th 408 (2d Cir. 2023).\n\n\n 16\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 23 of 35\n\n\n\n\nGoose, 2021 WL 3077469, at *7.\n\n Plaintiffs also do not identify any \u201cinternal forecast\u201d for \u201cMagic set sales\u201d that Hasbro\n\n\u201cmissed.\u201d (AC \u00b6 160.) Instead, Plaintiffs point to FE4\u2019s vague account that Cocks and Williams\n\nwere shown unspecified \u201cmetrics\u201d at certain unspecified \u201cexecutive leadership team meetings\u201d\n\nshowing how \u201csales of Magic sets were trending against Hasbro\u2019s sales and demand forecasts.\u201d\n\n(Id. \u00b6\u00b6 101-02.) FE4\u2019s account is too non-specific to show that Williams\u2019s \u201cstatements were\n\nfalse when they were made.\u201d In re Lululemon Sec. Litig., 14 F. Supp. 3d 553, 579 (S.D.N.Y.\n\n2014) (original emphasis), aff\u2019d, 604 F. App\u2019x 62 (2d Cir. 2015); accord Long Miao v. Fanhua,\n\nInc., 442 F. Supp. 3d 774, 799 & n.20 (S.D.N.Y. 2020). It also fails to contradict any of the\n\nalleged misrepresentations.\n\n Finally, insofar as Plaintiffs contend that Hasbro\u2019s product strategy and purported\n\n\u201coverprint[ing]\u201d risked \u201clong-term harm to the Magic brand\u201d (AC \u00b6 160), \u201c[t]hat is a complaint\n\nabout strategy, not disclosures as required by securities laws.\u201d In re Weight Watchers Int\u2019l Inc.\n\nSec. Litig., 504 F. Supp. 3d 224, 250 (S.D.N.Y. 2020) (citing Acito v. IMCERA Grp., Inc., 47\n\nF.3d 47, 53 (2d Cir. 1995)). So even if Plaintiffs disagree with Hasbro\u2019s strategy, that\n\ndisagreement does not support a claim.\n\n 2. Plaintiffs\u2019 Focus on the Magic 30th Set Is Misguided\n\n Plaintiffs next claim that Defendants misrepresented the success of the Magic 30th Set,\n\nincluding by posting an \u201cout of stock\u201d message on Wizards\u2019s player-facing website after\n\n\u201cprematurely cut[ting] off sales\u201d because \u201cinitial sales velocities indicated that the set was not\n\nselling well.\u201d (AC \u00b6\u00b6 154-55.) In so doing, Plaintiffs ignore Defendants\u2019 transparency with\n\ninvestors about the Magic 30th Set\u2019s performance. During the December 8, 2022 investor call,\n\nWilliams explained that Hasbro had \u201cscaled back the expected supply\u201d of the Magic 30th Set in\n\nresponse to \u201ccustomer feedback.\u201d (Ex. C, 12/8/22 Special Call, at 11; AC \u00b6 161.) And on\n\n\n 17\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 24 of 35\n\n\n\n\nHasbro\u2019s next earnings call on February 16, 2023, Cocks reiterated that Hasbro was \u201ctoo\n\naggressive in some of [its] pricing assumptions\u201d for the Magic 30th Set and thus \u201cpulled back on\n\navailable supply.\u201d (Ex. A, 4Q22 Earnings Call, at 5.)\n\n These statements are wholly consistent with Plaintiffs\u2019 allegations that Hasbro \u201ccut off\n\nsales of the Magic 30th Set\u201d due to \u201cslow sales velocities immediately after its release.\u201d (AC\n\n\u00b6 162.) Indeed, having \u201cpulled back\u201d the supply for the release, the Magic 30th Set was no\n\nlonger available for sale on the Wizards website, and thus \u201cout of stock\u201d if someone tried to buy\n\nit. Defendants never represented, as Plaintiffs allege, that \u201csales of the set were strong\u201d or that\n\nthe Magic 30th Set had \u201csold out.\u201d (Id. \u00b6\u00b6 9, 13.) Thus, the FE accounts that Plaintiffs offer to\n\npurportedly corroborate that the Magic 30th Set had not in fact \u201csold out\u201d do nothing to advance\n\nPlaintiffs\u2019 claims. (See id. \u00b6\u00b6 108-13.)\n\n Plaintiffs also fail to plead any facts supporting a \u201csubstantial likelihood that a reasonable\n\nshareholder would consider\u201d an \u201cout of stock\u201d indicator on the Magic 30th Set\u2019s player-facing\n\nwebsite \u201cimportant in deciding how to act\u201d when considering a purchase or sale of Hasbro\n\nsecurities. ECA v. JP Morgan Chase Co., 553 F.3d 187, 197 (2d Cir. 2009) (cleaned up).\n\nIndeed, nothing in the AC even suggests that investors would look to Wizards\u2019s player-facing\n\nwebsite for information about Hasbro\u2019s business. (See AC \u00b6\u00b6 167-71.) Materiality is \u201ca\n\nmeaningful pleading obstacle,\u201d and courts may dismiss securities claims when an alleged\n\nmisrepresentation was \u201cso obviously unimportant to a reasonable investor that reasonable minds\n\nwould agree on that [statement\u2019s] unimportance.\u201d In re ProShares Tr. Sec. Litig., 728 F.3d 96,\n\n102 (2d Cir. 2013). Especially considering that Hasbro disclosed that the Magic 30th Set was\n\nintended to be a limited-run, \u201cdirect-to-consumer\u201d \u201ccollector product\u201d (Ex. P, 10/4/22 Investor\n\nCall, at 18), and, according to Plaintiffs, just one of thirty-nine \u201cset\u201d releases for the year (AC\n\n\n\n\n 18\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 25 of 35\n\n\n\n\n\u00b6 42), Plaintiffs have not pled any facts suggesting that Hasbro expected, or that a reasonable\n\ninvestor would expect, that the \u201cout of stock\u201d message on the Magic 30th Set website \u201cmight\n\nresult in a significant market reaction.\u201d ECA, 553 F.3d at 205. No reasonable investor would\n\nview the \u201cout of stock\u201d message \u201cas having significantly altered the import of the total mix of\n\ninformation\u201d that Hasbro made available about its business. ProShares, 728 F.3d at 104.\n\n 3. Plaintiffs Fail to Challenge the 1Q23 Inventory Statements\n\n Finally, Plaintiffs claim that when Defendants reported Hasbro\u2019s 1Q23 results, they\n\nmisrepresented the state of Hasbro\u2019s Magic inventory. (AC \u00b6\u00b6 163-66.) First, Plaintiffs allege\n\nthat Cocks and Thomas (who is not a defendant), misrepresented on Hasbro\u2019s April 27, 2023\n\nearnings call that Wizards inventories were \u201cup a bit\u201d due to \u201cthe timing of [Magic] releases this\n\nyear.\u201d (Id. \u00b6 163.) Second, Plaintiffs allege that Hasbro misrepresented in its 1Q23 quarterly\n\nreport that the 11% increase in Hasbro\u2019s inventories \u201cduring the first quarter of 2023\u201d was\n\n\u201cdriven primarily by higher inventory balances\u201d in the Wizards segment, \u201cmost notably in\n\nanticipation of several upcoming [Magic] set releases.\u201d (Ex. Q, 1Q23 10-Q, at 37 AC \u00b6 165.)\n\n Plaintiffs do not (and cannot) plead any particularized facts to show that these statements\n\n\u201cwere misleading or false when made.\u201d Canada Goose, 2021 WL 3077469, at *8. Instead,\n\nPlaintiffs point to allegedly \u201cdisappointing Magic sales during 2022\u201d for just two of the thirty-\n\nnine total \u201csets\u201d allegedly released that year: Baldur\u2019s Gate in \u201cmid-2022\u201d and the Magic 30th\n\nSet \u201cin November 2022.\u201d (AC \u00b6\u00b6 164, 166.) But nothing in the AC contradicts that, \u201cduring the\n\nfirst quarter of 2023,\u201d Hasbro had increased its Magic inventory ahead of anticipated 2023 set\n\nreleases, including the expected \u201cMarch of the Machines release [in] mid-April\u201d and \u201cUniverses\n\nBeyond: The Lord of the Rings, Tales of the Middle-Earth shortly before the start of Q3.\u201d (Id.\n\n\u00b6\u00b6 163, 165.) For example, Plaintiffs do not plead any facts to plausibly suggest that the\n\nanticipated 2023 Magic sets contained existing cards from \u201cold Magic sets\u201d that \u201chad gone\n\n\n 19\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 26 of 35\n\n\n\n\nunsold.\u201d (Id. \u00b6\u00b6 164, 166.) \u201c[W]ithout contemporaneous falsity, there can be no fraud.\u201d\n\nLululemon, 14 F. Supp. 3d at 571 (original emphasis).\n\nB. Plaintiffs Have Not Pled Scienter\n\n The AC should also be dismissed because Plaintiffs \u201cfail to allege with particularity facts\n\ngiving rise to a strong inference of scienter.\u201d Bristol-Myers Squibb, 28 F.4th at 355; see also 15\n\nU.S.C. \u00a7 78u-4(b)(2)(A). This inference \u201cmust be more than merely plausible or reasonable\u2014it\n\nmust be cogent and at least as compelling as any opposing inference of nonfraudulent intent.\u201d\n\nTellabs, 551 U.S. at 309. To plead scienter, \u201ca complaint must allege facts showing (1) that\n\ndefendants had the motive and opportunity to commit fraud, or (2) strong circumstantial\n\nevidence of conscious misbehavior or recklessness.\u201d Bristol-Myers Squibb, 28 F.4th at 355.\n\nPlaintiffs plead neither, and the inference of nonfraudulent intent is more compelling.\n\n 1. Plaintiffs\u2019 Scienter Allegations Fail Under the PSLRA\n\n \u201cPlaintiffs point to no facts suggesting that Defendants had a motive to make fraudulent\n\nmisstatements.\u201d Pretium, 256 F. Supp. 3d at 480. For example, Plaintiffs do not allege that\n\nCocks or Williams \u201csold any company stock\u201d before the purported corrective disclosures or that\n\nthey otherwise \u201cdirectly profited from the alleged misstatements.\u201d Id. Consequently, Plaintiffs\u2019\n\nburden to plead conscious misbehavior or recklessness is \u201ccorrespondingly greater.\u201d Bristol-\n\nMyers Squibb, 28 F.4th at 355. Recklessness is \u201ca state of mind approximating actual intent,\u201d\n\nrequiring particularized facts showing \u201chighly unreasonable\u201d conduct\u2014\u201can extreme departure\n\nfrom the standards of ordinary care,\u201d in that the alleged misrepresentations were \u201ceither known\n\nto the defendant[s] or so obvious that the defendant[s] must have been aware of [them].\u201d City of\n\nPontiac Policemen\u2019s & Firemen\u2019s Ret. Sys. v. UBS AG, 752 F.3d 173, 184 (2d Cir. 2014).\n\n Here, Plaintiffs\u2019 \u201callegations of conscious misbehavior or recklessness are virtually\n\nnonexistent.\u201d Sachsenberg, 339 F. Supp. 3d at 184. \u201cSecond Circuit cases uniformly rely on\n\n\n 20\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 27 of 35\n\n\n\n\nallegations that [1] specific contradictory information was available to the defendants [2] at the\n\nsame time they made their misleading statements.\u201d Canada Goose, 2021 WL 3077469, at *11.\n\nFar from carrying their burden, Plaintiffs rely on \u201ca hodgepodge of circumstantial evidence\u201d that\n\n\u201cfails to indicate that Defendants had any specific contradictory information in their possession\n\nwhen they made their statements during the class period.\u201d Id.\n\n Plaintiffs allege that Cocks and Williams (i) \u201coversaw\u201d and \u201cimplement[ed]\u201d the\n\nsupposed \u201cparachute strategy\u201d as the CEO of Hasbro and the President of Wizards, respectively,\n\n(ii) were \u201cextensively involved\u201d with Wizards and \u201cdeeply familiar with the Company\u2019s Magic\n\nbusiness,\u201d and (iii) \u201cregularly addressed market analysts and investors regarding Hasbro\u2019s\n\nbusiness\u201d on earnings calls and at industry conferences. (AC \u00b6\u00b6 173-76, 203-06.) According to\n\nPlaintiffs, \u201c[i]t is implausible that Defendants were unaware of the fundamental details about\n\nHasbro\u2019s business strategies that comprised the topics of the\u201d alleged misrepresentations. (Id.\n\n\u00b6 203.) \u201c[A]ccusations founded on nothing more than a defendant\u2019s corporate position,\u201d\n\nhowever, \u201care entitled to no weight.\u201d Shemian v. Rsch. In Motion Ltd., No. 11 Civ. 4068(RJS),\n\n2013 WL 1285779, at *17 (S.D.N.Y. Mar. 29, 2013), aff\u2019d, 570 F. App\u2019x 32 (2d Cir. 2014). And\n\nthe alleged \u201cparachute strategy\u201d does not even contradict any of the alleged misrepresentations\n\n(supra Part II.A.1.a), so Defendants\u2019 knowledge of that strategy cannot plausibly suggest any\n\nintent to defraud investors.\n\n Plaintiffs also fail to plead particularized facts showing that Defendants believed that\n\nHasbro had overprinted Magic cards and lied to investors about that fact during the December 8,\n\n2022 investor call. (AC \u00b6\u00b6 159-60.) At best, Plaintiffs allege that at unspecified times in the\n\n\u201csecond half of 2022,\u201d Williams \u201cexpressed concern\u201d about (i) the Magic \u201cproduction slate\u201d in\n\nconnection with Hasbro\u2019s \u201clong-range planning\u201d and (ii) whether distributors would \u201chave\n\n\n\n\n 21\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 28 of 35\n\n\n\n\nsufficient cash flow to purchase new Magic sets.\u201d (Id. \u00b6\u00b6 180, 188.) But Plaintiffs do not allege\n\nthat Defendants made any misrepresentations about distributor buying, and FE1\u2019s vague account\n\nabout Williams\u2019s purported \u201cconcerns\u201d is no substitute for specific facts contradicting\n\nWilliams\u2019s belief that Hasbro had not overprinted Magic cards in 2022. See In re PXRE Grp.,\n\nLtd. Sec. Litig., 600 F. Supp. 2d 510, 539 (S.D.N.Y. 2009) (\u201cconcerns\u201d of a \u201cgeneral nature\u201d are\n\ninsufficient), aff\u2019d sub nom. Condra v. PXRE Grp. Ltd., 357 F. App\u2019x 393 (2d Cir. 2009).\n\n Equally deficient are the allegations of vague, supposed \u201cconcerns\u201d from unidentified\n\n\u201chobby shops and end consumers\u201d that FE2\u2014a low-level \u201cCommunity Manager\u201d\u2014purportedly\n\n\u201crelayed\u201d to Williams at an unspecified \u201ctown hall meeting.\u201d (AC \u00b6\u00b6 87 & n.3, 186-87.) Not\n\nonly are FE2\u2019s reported \u201cconcerns\u201d too vague to be considered \u201cspecific contradictory\n\ninformation,\u201d Canada Goose, 2021 WL 3077469, at *11, but \u201callegations about an unspecified\n\ntime\u201d also cannot supply the requisite \u201cspecific contradictory facts available to Defendants at the\n\ntime of an alleged misstatement,\u201d In re Wachovia Equity Sec. Litig., 753 F. Supp. 2d 326, 352\n\n(S.D.N.Y. 2011).\n\n Likewise, FE4\u2019s vague account about unspecified \u201cmetrics\u201d that Defendants allegedly\n\nreceived at unspecified meetings in the \u201clatter half of 2022 and into 2023\u201d concerning Magic\n\nsales are far too generalized to support a plausible inference that Defendants knew that Hasbro\n\nhad \u201coverprint[ed]\u201d Magic sets in 2022 and lied about it. (AC \u00b6\u00b6 189-91.) \u201c[W]here plaintiffs\n\ncontend defendants had access to contrary facts, they must specifically identify the reports or\n\nstatements containing this information.\u201d Teamsters Loc. 445 Freight Div. Pension Fund v.\n\nDynex Cap. Inc., 531 F.3d 190, 196 (2d Cir. 2008). That Defendants allegedly \u201cinstructed\n\nWizards personnel to reevaluate the \u2018economy\u2019 for printing Magic sets,\u201d including after the\n\nReport, simply suggests good business sense, not fraudulent intent. (AC \u00b6\u00b6 192, 195.) And even\n\n\n\n\n 22\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 29 of 35\n\n\n\n\nif certain unspecified members of \u201cCompany leadership\u201d believed that Hasbro\u2019s business\n\nstrategies were \u201cdiluting the [Magic] franchise\u201d (id. \u00b6 195), \u201cdifferences of opinion, even stark\n\ndifferences . . . do not reveal scienter.\u201d Pretium, 256 F. Supp. 3d at 481 (ellipses in original).\n\n Finally, Plaintiffs do not plead any particularized facts supporting a plausible inference\n\nthat Defendants intended to deceive anyone, much less investors, through the \u201cout of stock\u201d\n\nicon on the Magic 30th Set\u2019s player-facing website. (AC \u00b6\u00b6 197-200.) Defendants were\n\ntransparent with investors that they had pulled back available supply of the Magic 30th Set and\n\nthat it was overpriced in hindsight. (Supra Part II.A.2.) \u201c[T]he facts alleged must support an\n\ninference of an intent to defraud the plaintiffs,\u201d i.e., Hasbro\u2019s stockholders, \u201crather than some\n\nother group,\u201d like Magic fans. ECA, 553 F.3d at 198. Plaintiffs fail that burden here.8\n\n 2. Any Inference of Scienter Is Less Compelling\n Than Any Opposing Inferences of Nonfraudulent Intent\n\n Even \u201ctaken collectively,\u201d Plaintiffs\u2019 allegations do not support an inference of scienter\n\nthat is \u201ccogent and at least as compelling as any opposing inference one could draw from the\n\nfacts alleged.\u201d Tellabs, 551 U.S. at 322-24. According to Plaintiffs, although Magic\n\nexperienced explosive growth for the better part of a decade, Cocks falsely attributed Magic\u2019s\n\nhistoric success to the \u201csegmentation\u201d strategy and misled investors about Magic\u2019s role in\n\nHasbro\u2019s business (while at the same time reporting Hasbro\u2019s financial results on a segmented\n\nbasis). (AC \u00b6\u00b6 4, 157.) Then, in February 2022, when Cocks took over as Hasbro\u2019s CEO and\n\nWilliams became President of Wizards, Williams learned of Hasbro\u2019s purportedly unsustainable\n\n\n8\n Without other allegations supporting a cogent inference that Defendants acted with conscious\nmisbehavior or recklessness, Plaintiffs\u2019 cursory effort to invoke the \u201ccore operations\u201d doctrine\n(AC \u00b6\u00b6 201-02) fails. See Jackson v. Abernathy, 960 F.3d 94, 99 (2d Cir. 2020) (\u201cnaked\nassertion\u201d that product was a \u201ckey product\u201d and thus of \u201ccore importance\u201d to company was\n\u201cplainly insufficient to raise a strong inference\u201d of scienter); Sachsenberg, 339 F. Supp. 3d at\n184 (\u201cwithout other evidence of conscious misbehavior or recklessness,\u201d plaintiffs cannot \u201crely\non the \u2018core operations\u2019 doctrine to save [their] claim\u201d).\n\n\n 23\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 30 of 35\n\n\n\n\n\u201coverprinting\u201d strategy for Magic, \u201cexpressed concern\u201d about it, and yet continued the alleged\n\nfraud without any motive to do so. (Id. \u00b6\u00b6 40, 175, 180.) And when the Report allegedly\n\n\u201crevealed\u201d the supposed fraud, Cocks and Williams continued to cause Hasbro to overprint\n\nMagic cards and lie to the market about it, all the while knowing that Hasbro\u2019s first billion-dollar\n\nbrand had no chance of future success. (Id. \u00b6\u00b6 49, 65-68.) None of that makes any sense.\n\n\u201c[T]he PSLRA neither allows nor requires [courts] to check [their] disbelief at the door.\u201d\n\nNguyen v. Endologix, Inc., 962 F.3d 405, 415 (9th Cir. 2020); see also Kalnit v. Eichler, 264\n\nF.3d 131, 140-41 (2d Cir. 2001) (\u201cWhere plaintiff\u2019s view of the facts defies economic reason, it\n\ndoes not yield a reasonable inference of fraudulent intent.\u201d (cleaned up)).\n\n The far more compelling inference from the facts alleged is one of nonfraudulent intent:\n\n(i) the segmentation strategy actually drove Magic\u2019s explosive growth; (ii) Defendants genuinely\n\n(and in hindsight correctly) believed that the strategy would continue to propel Magic\u2019s growth\n\nand that Magic was not \u201coverprinted;\u201d (iii) the \u201csegmentation\u201d and \u201cparachute\u201d strategies were\n\nboth believed to be (and were) part of a successful brand strategy; (iv) disclosed pandemic-\n\nrelated supply chain issues disrupted Magic\u2019s 2022 release cadence; (v) the Magic 30th Set did\n\nnot sell like Hasbro hoped it would; and (vi) Hasbro\u2019s Consumer Products segment struggled in\n\n2022 and 2023, coming off the heels of the global pandemic, prompting Hasbro to pursue\n\norganizational changes. At bottom, while Plaintiffs appear to believe that the \u201csegmentation\u201d\n\nstrategy was poorly contrived, resulted in inventory that Hasbro could not sell, and negatively\n\nimpacted the Magic brand, Plaintiffs\u2019 gripe reflects no more than a disagreement with business\n\nstrategy, not securities fraud. See Lululemon, 14 F. Supp. 3d at 562.\n\nC. Plaintiffs Have Not Pled Loss Causation\n\n Plaintiffs also fail to plead loss causation\u2014i.e., that the alleged misrepresentations\n\n\u201cconcealed something from the market that, when disclosed, negatively affected the value of\u201d\n\n\n 24\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 31 of 35\n\n\n\n\nHasbro\u2019s stock. Lentell, 396 F.3d at 173. Plaintiffs claim to have suffered damages from three\n\npurported corrective disclosures: (1) the Report published on November 14, 2022, (2) Hasbro\u2019s\n\nJanuary 26, 2023 preview of its 2022 financial results, and (3) Hasbro\u2019s October 26, 2023\n\nearnings report and related investor call. (AC \u00b6\u00b6 209-21.) To be \u201ccorrective,\u201d and thus support\n\nloss causation, a disclosure must \u201cpossess[] a sufficient nexus to a prior misstatement\u201d that it\n\n\u201creveals at least part of the falsity of that misstatement.\u201d In re UiPath, Inc. Sec. Litig., No. 24\n\nCiv. 4702 (JPC), 2025 WL 2065093, at *18 (S.D.N.Y. July 23, 2025) (collecting cases). None\n\nof the alleged disclosures fits this bill.\n\n First, the third-party Report reflects only a single analyst\u2019s \u201cconcern\u201d that Hasbro was\n\n\u201coverproducing Magic cards\u201d in a manner that he believed could \u201cdestroy[] the long-term value\n\nof the brand.\u201d (Ex. H, Report, at 1.) The Report was forward-looking, and did not reveal that\n\nDefendants had falsely attributed Magic\u2019s historic growth to Hasbro\u2019s \u201csegmentation\u201d strategy.\n\n(Compare id., with AC \u00b6\u00b6 144-51.) Though the Report commented on the number of \u201csets\u201d that\n\nHasbro released each year between 2017 and 2022 (Ex. H, Report, at 4), it did not contradict\n\nWilliams\u2019s October 18, 2022 statement that Hasbro was releasing \u201cthe same number of sets\u201d\n\neach year \u201cin the hobby channel,\u201d i.e., to hobby stores through distributors. (AC \u00b6 152.)\n\nRather, the Report remarked that \u201c[m]any of the incremental releases have come in the form of\n\nbox sets which are smaller releases, often sold directly by Wizards on its Secret Lair website.\u201d\n\n(Ex. H, Report, at 4.) This purported revelation is entirely consistent with Williams\u2019s\n\ncontextualization that Hasbro\u2019s \u201csecret [lair] drops . . . are direct-to-consumer,\u201d and thus not \u201cin\n\nthe hobby channel.\u201d (Ex. G, 3Q22 Earnings Call, at 18.)\n\n Second, \u201cthere is no logical connection between\u201d Hasbro\u2019s January 26, 2023 preview of\n\nits 2022 financial results and any of the prior challenged statements. Plumbers, Pipefitters &\n\n\n\n\n 25\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 32 of 35\n\n\n\n\nMES Loc. Union No. 392 Pension Fund v. Fairfax Fin. Holdings, Ltd., 886 F. Supp. 2d 328, 338\n\n(S.D.N.Y. 2012). The January 26 press release said nothing about the \u201csegmentation\u201d strategy,\n\nMagic\u2019s historical growth, the Magic 30th Set, or whether Magic was \u201coverprinted.\u201d (AC\n\n\u00b6\u00b6 144-62.) Rather, Hasbro reported that (i) \u201c[d]espite strong growth\u201d for Wizards, its\n\n\u201cConsumer Products business underperformed in the fourth quarter\u201d and was \u201cdown 26% year-\n\nover-year\u201d relative to 4Q21, (ii) Hasbro would be eliminating \u201capproximately 15% of its global\n\nworkforce,\u201d and (iii) Hasbro\u2019s President and COO, who oversaw the Consumer Products\n\ndivision, would be \u201cdeparting.\u201d (Ex. I, 1/27/23 8-K, at 3-4.) As in Lentell and UiPath, \u201cthe\n\nalleged loss here followed a disclosure of business underperformance\u201d\u2014for a different business\n\nsegment no less\u2014and \u201cnot any revelation that Defendants\u2019 [prior statements] were false or\n\nmisleading.\u201d UiPath, 2025 WL 2065093, at *21. \u201cThat is simply not enough.\u201d Born v.\n\nQuad/Graphics, Inc., 521 F. Supp. 3d 469, 494 (S.D.N.Y. 2021).\n\n Plaintiffs assert that the January 26 disclosure revealed that Wizards\u2019s phenomenal 22%\n\nyear-over-year fourth-quarter growth had still \u201cmissed Hasbro\u2019s guidance and analysts\u2019\n\nexpectations.\u201d (AC \u00b6 212.) Yet Plaintiffs do not cite any specific Hasbro guidance (as opposed\n\nto analyst expectations) that was missed or that they even claim was false or misleading. And\n\nmissed \u201canalysts\u2019 expectations\u201d certainly cannot support a claim. Even if Wizards \u201cfell short of\n\n[Hasbro\u2019s] expectations\u201d (and it did not), that \u201cdoes not retroactively render the [prior]\n\nstatements false or misleading.\u201d UiPath, 2025 WL 2065093, at *19. Indeed, in the loss-\n\ncausation context, the alleged missed expectations \u201creflected no contradiction, no correction, and\n\nno concession of past inaccuracy,\u201d and thus the \u201cpurported nexus between\u201d the January 26\n\ndisclosure and Defendants\u2019 prior statements \u201cis far too dubious to support a finding of\n\ncausation.\u201d Id. at *19. \u201cPlaintiffs must do more than simply point to missed earnings forecasts\n\n\n\n\n 26\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 33 of 35\n\n\n\n\nor other \u2018bad news\u2019 to plead loss causation.\u201d In re Francesca\u2019s Holdings Corp. Sec. Litig., No.\n\n13-cv-6882 (RJS), 2015 WL 1600464, at *21 (S.D.N.Y. Mar. 31, 2015).\n\n Finally, the October 26, 2023 earnings report and related call did not reveal the falsity of\n\nany of Defendants\u2019 prior statements, including the inventory-related statements on the 1Q23\n\nearnings call and in the 1Q23 quarterly report. (AC \u00b6\u00b6 163-66.) To the contrary, the report and\n\ncall were entirely consistent with Defendants\u2019 prior statements. Plaintiffs allege that the\n\ndisclosure of \u201ca $50 million \u2018onetime cost\u2019 to \u2018move through inventory\u2019\u201d revealed \u201cstubbornly\n\nelevated\u201d Wizards inventories from \u201cunsold past Magic sets\u201d and the \u201cextent of the harm to\n\nMagic sales that had been caused by Hasbro\u2019s Magic set overprinting.\u201d (Id. \u00b6\u00b6 17, 138, 217.) It\n\ndid no such thing. Hasbro explained that the $50 million \u201conetime cost\u201d to \u201cmove through\n\ninventory\u201d was specifically attributable to \u201cthe Consumer Products business,\u201d not Magic. (Ex.\n\nL, 3Q23 Earnings Call, at 13.) Plaintiffs also ignore that Hasbro reported 20% year-over-year\n\ngrowth for Magic relative to 3Q22, despite an 18% decline in Consumer Products and a 42%\n\ndecline in Entertainment, which drove a company-wide revenue decline of 10%. (Ex. K,\n\n10/26/23 8-K, at 5, 7.) Because the October 26 disclosures \u201cdid not reveal any \u2018relevant truth\u2019\n\nabout the purported fraud,\u201d they \u201ccannot establish loss causation.\u201d Janbay v. Canadian Solar,\n\nInc., No. 10 Civ. 4430 (RWS), 2012 WL 1080306, at *15 (S.D.N.Y. Mar. 30, 2012).\n\nIII. PLAINTIFFS HAVE NOT PLED A CLAIM UNDER SECTION 20(A)\n\n Plaintiffs\u2019 failure to state a primary violation under Section 10(b) precludes their \u201ccontrol\n\nperson\u201d claim under Section 20(a) (Count III). ATSI, 493 F.3d at 108.\n\n CONCLUSION\n\n For these reasons, the AC should be dismissed in its entirety with prejudice. See UBS,\n\n752 F.3d at 188 (affirming dismissal and denial of leave to amend).\n\n\n\n\n 27\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 34 of 35\n\n\n\n\nDated: New York, New York Respectfully submitted,\n February 6, 2026\n /s/ Scott D. Musoff\n Scott D. Musoff\n Christopher R. Fredmonski\n Jemma M. Curtin\n SKADDEN, ARPS, SLATE,\n MEAGHER & FLOM LLP\n One Manhattan West\n New York, New York 10001\n (212) 735-3000\n scott.musoff@skadden.com\n christopher.fredmonski@skadden.com\n jemma.curtin@skadden.com\n\n Attorneys for Defendants Hasbro, Inc.,\n Christian Cocks, and Cynthia Williams\n\n\n\n\n 28\n\f Case 1:24-cv-08633-VSB Document 51 Filed 02/06/26 Page 35 of 35\n\n\n\n\n LOCAL RULE 7.1(C) CERTIFICATION\n\n I, Scott D. Musoff, hereby certify that this memorandum of law complies with the word-\n\ncount limitations set forth in Rule 7.1(c) of the Local Rules of the United States District Court\n\nfor the Southern District of New York and Section 4(B) of the Court\u2019s Individual Rules &\n\nPractices in Civil Cases, and contains 8,713 words, exclusive of the caption, table of contents,\n\ntable of authorities, signature blocks, and this certificate.\n\n\n Dated: New York, New York\n February 6, 2026\n /s/ Scott D. Musoff\n Scott D. 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INTRODUCTION .............................................................................................................. 1\n\nII. JURISDICTION AND VENUE ......................................................................................... 8\n\nIII. PARTIES ............................................................................................................................ 9\n\nIV. SUMMARY OF THE FRAUD ........................................................................................ 10\n\n A. Hasbro Prints and Sells Valuable Magic: The Gathering Cards ........................... 10\n\n B. Prior to the Class Period, Magic\u2019s Explosive Growth Propels Wizards to\n Become Hasbro\u2019s Most Important Division ......................................................... 12\n\n C. Defendants Attribute Wizards Performance and Magic Growth to a\n Sustainable Consumer Segmentation Strategy ..................................................... 13\n\n D. Bank of America Reports Hasbro is Overprinting Magic Sets at the Risk\n of Harm to Magic .................................................................................................. 16\n\n E. Defendants Comfort Investors by Announcing That the Magic 30th Set\n Quickly Sold \u201cOut of Stock\u201d ................................................................................ 20\n\n F. Defendants Continue to Comfort Investors by Asserting Magic Sets Are\n Printed Pursuant to Segmentation, Not \u201cOverprinted\u201d at the Risk of Harm\n to Magic ................................................................................................................ 21\n\n G. Unknown to Investors During the Class Period, Hasbro Drove Wizards\n and Magic Growth by Overprinting Magic Sets at the Risk of Harm to\n Magic .................................................................................................................... 23\n\n 1. Unknown to Investors, Hasbro Systematically Overprinted Magic\n Sets to Compensate for Poor Revenues Elsewhere in the Company ........ 25\n\n 2. Unknown to Investors, Hasbro Prematurely Stopped the Sale of the\n Magic 30th Set to Hide Poor Sales, Not Because the Set Was \u201cOut\n of Stock\u201d ................................................................................................... 36\n\nV. THE TRUTH IS GRADUALLY REVEALED AS DEFENDANTS CONTINUE\n TO MATERIALLY MISLEAD THE MARKET ............................................................. 38\n\n A. The Truth Begins to Emerge, But Defendants Continue to Mislead\n Investors ................................................................................................................ 38\n\n B. The Truth Continues to Emerge When Hasbro Announces Worse-Than-\n Expected Wizards Revenue .................................................................................. 39\n\n\n\n\n i\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 3 of 86\n\n\n\n\n C. The Truth Fully Emerges When Hasbro Reveals Higher-Than-Expected\n Wizards Inventory Levels ..................................................................................... 46\n\nVI. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS ........ 47\n\n A. September 16, 2021 \u2013 Investor Call ...................................................................... 47\n\n B. November 11, 2021 \u2013 Jefferies Global Interactive Entertainment\n Conference ............................................................................................................ 49\n\n C. October 18, 2022 \u2013 Q3 2022 Earnings Call .......................................................... 49\n\n D. November 28, 2022 \u2013 Release of the Magic 30th Set........................................... 50\n\n E. December 8, 2022 \u2013 Hasbro Special Call ............................................................. 51\n\n F. April 27, 2023 \u2013 Q1 2023 Earnings Call .............................................................. 53\n\n G. May 3, 2023 \u2013 Form 10-Q .................................................................................... 54\n\nVII. DEFENDANTS\u2019 MISREPRESENTATIONS AND OMISSIONS WERE\n MATERIAL TO INVESTORS......................................................................................... 55\n\nVIII. ADDITIONAL SCIENTER ALLEGATIONS ................................................................. 57\n\nIX. ADDITIONAL LOSS CAUSATION ALLEGATIONS .................................................. 68\n\nX. CLASS ACTION ALLEGATIONS ................................................................................. 73\n\nXI. INAPPLICABILITY OF STATUTORY SAFE HARBOR ............................................. 75\n\nXII. THE PRESUMPTION OF RELIANCE (FRAUD-ON-THE-MARKET\n DOCTRINE) ..................................................................................................................... 75\n\nXIII. COUNTS AGAINST DEFENDANTS ............................................................................. 77\n\nXIV. PRAYER FOR RELIEF ................................................................................................... 81\n\nXV. JURY DEMAND .............................................................................................................. 82\n\n\n\n\n ii\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 4 of 86\n\n\n\n\n Lead Plaintiffs West Palm Beach Firefighters\u2019 Pension Fund and City of Miami General\n\nEmployees\u2019 & Sanitation Employees\u2019 Retirement Trust (together, \u201cLead Plaintiffs\u201d or\n\n\u201cPlaintiffs\u201d), by and through their undersigned counsel, bring this action for violations of Sections\n\n10(b) and 20(a) of the Securities Exchange Act of 1934 (\u201cExchange Act\u201d), 15 U.S.C. \u00a7\u00a7 78j(b)\n\nand 78t(a), and Securities and Exchange Commission (\u201cSEC\u201d) Rule 10b-5, 17 C.F.R. \u00a7 240.10b-5,\n\nagainst Hasbro, Inc. (\u201cHasbro\u201d or the \u201cCompany\u201d), Christian Cocks, and Cynthia Williams\n\n(together, \u201cDefendants\u201d). Lead Plaintiffs bring these claims on behalf of themselves and a class of\n\ninvestors who purchased or otherwise acquired Hasbro common stock between September 16,\n\n2021, and October 26, 2023, inclusive (the \u201cClass Period\u201d), and were damaged thereby.\n\n Lead Plaintiffs allege the following based upon personal knowledge as to themselves and\n\ntheir own acts and upon information and belief as to all other matters. Lead Plaintiffs\u2019 information\n\nand belief is based on the independent investigation of Lead Counsel. This investigation included\n\na review and analysis of (i) Hasbro\u2019s public filings with the SEC; (ii) research reports by securities\n\nand financial analysts; (iii) records and transcripts of investor conference calls; (iv) publicly\n\navailable presentations by Defendants; (v) press releases, media reports, and industry publications;\n\n(vi) securities pricing data; (vii) interviews of Hasbro former employees (\u201cFEs\u201d); (viii)\n\nconsultation with experts; and (ix) other material and data identified herein. Lead Counsel\u2019s\n\ninvestigation into the alleged factual allegations is continuing, and many of the relevant facts are\n\nknown only by Defendants and are exclusively within their custody or control.\n\nI. INTRODUCTION\n\n 1. This case concerns Defendants\u2019 false and misleading representations about\n\nHasbro\u2019s most important brand, Magic: The Gathering (\u201cMagic\u201d). Magic was a popular card game,\n\nwith collectors spending thousands of dollars to purchase rare cards on an active secondary market.\n\nDuring the Class Period, securities analysts and investors were acutely focused on whether Hasbro\n 1\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 5 of 86\n\n\n\n\nwas overprinting Magic sets, which (if true) would dilute the value of Magic cards and,\n\naccordingly, demand for future Magic sets. In response, Defendants assured investors over and\n\nover that Hasbro was not overprinting Magic sets; rather, according to Defendants, Hasbro was\n\nprinting Magic sets pursuant to a carefully thought-out \u201csegmentation\u201d strategy, i.e., printing new\n\nMagic sets for the purpose of meeting demand from newly identified consumer segments. But that\n\nwas not true. In reality, and unknown to investors at the time, Hasbro was overprinting Magic sets,\n\nflooding the market with new sets for the purpose of generating short-term revenue to make up for\n\nshortfalls elsewhere in the Company\u2019s business. Hasbro\u2019s overprinting harmed the Magic\n\nfranchise and left the Company laden with unsold Magic sets. As investors learned the truth,\n\nHasbro\u2019s stock price plummeted, erasing over $2.7 billion in shareholder value.\n\n 2. By way of background, Hasbro sells toys and games including Monopoly and Play-\n\nDoh. In the years leading up to the Class Period, Magic steadily became the Company\u2019s most\n\nimportant brand. Magic is a strategic tabletop role-playing card game in which players collect\n\ncards carrying different assigned powers and build custom decks to face off against each other.\n\nMagic cards are sold in sets of randomized packs, with each card assigned a level of \u201crarity\u201d based\n\non the odds that it will appear in a given pack. Since the game\u2019s beginning, Magic cards have been\n\ncollectibles whose value is determined by their scarcity. The great demand for scarce Magic cards\n\namong collectors and players supports a robust secondary resale market, keeping collectors and\n\nplayers interested in new sets. In the years before the Class Period, Magic collectors saw the value\n\nof some of their rarest cards grow to tens-of-thousands of dollars on the secondary market.\n\n 3. In 2016, Defendant Christian Cocks took over as President of Hasbro\u2019s Wizards of\n\nthe Coast & Digital Gaming (\u201cWizards\u201d) division, which contained the Magic business. Wizards\n\nthen began to release an increasing number of Magic sets. By 2020, set releases had accelerated\n\n\n\n 2\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 6 of 86\n\n\n\n\nso much that the number of smaller \u201cbox set\u201d releases alone was greater than the number of sets\n\nof any kind released during any previous year. Thanks to these additional sets, Wizards\u2019 revenue\n\ndoubled between 2018 and 2021, the year the Class Period begins.\n\n 4. In response to keen investor and analyst focus on Magic\u2019s astounding growth,\n\nDefendants assured the market that this success was the sustainable result of addressing newly\n\nidentified consumer segments\u2019 demand for more Magic sets. Specifically, Defendants attributed\n\nthe uptick in the number of sets printed, and Magic\u2019s consequent growth, to their purported\n\n\u201csegmentation\u201d strategy. Under this strategy, Defendants said, Wizards printed \u201cto meet demand\u201d\n\nand only released new sets in response to the discrete demands of its four different segments of\n\nMagic consumers: collectors, competitive players, casual players, and players of the new online\n\nMagic Arena platform.\n\n 5. Throughout the Class Period, commentators and investors credited Defendants\u2019\n\nexplanations for the additional Magic set releases and the brand\u2019s performance. As Wizards\u2019\n\nrevenue continued to climb, its cheap-to-produce Magic cards fattened the Company\u2019s profit\n\nmargins. Even as Hasbro began to report disappointing results for its Consumer Products division,\n\noptimistic analysts expected that Wizards\u2014driven by Magic\u2019s purportedly sustainable growth\n\nunder the print-to-demand segmentation strategy\u2014would see the Company through any trouble.\n\n 6. Befitting Wizards\u2019 importance to the Company, Defendant Cocks was appointed\n\nHasbro CEO in 2022. That year, as Hasbro\u2019s Consumer Products division suffered from weak\n\nsales and persistently elevated inventories, the Company\u2019s revenue from Magic alone climbed to\n\nmore than $1 billion under Defendant Cynthia Williams, the new President of Wizards. Amid this\n\ncontinued growth\u2014and the Company\u2019s October 2022 announcement of a special 30th anniversary\n\n\n\n\n 3\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 7 of 86\n\n\n\n\nMagic set (\u201cMagic 30th Set\u201d) that would be released later that year\u2014Defendants continued to\n\ncredit \u201csegmentation\u201d for the ever-greater number of Magic sets Hasbro was churning out.\n\n 7. Bank of America analysts, however, sounded the alarm in a November 14, 2022,\n\nreport. Writing about their investigation into Magic, including conversations with Magic players,\n\ncollectors, distributors and game stores, the analysts concluded that Hasbro was \u201ckilling its golden\n\ngoose\u201d and \u201cdestroying [Magic\u2019s] long-term value\u201d by \u201c[o]verprinting Magic\u201d sets. The analysts\n\nexplained that amid \u201cmore frequent\u201d set releases and \u201cmore product in each set,\u201d consumers with\n\n\u201cwallet fatigue\u201d were \u201ccutting back\u201d on purchases. Highlighting Defendants\u2019 announcement of the\n\nMagic 30th Set, the analysts cautioned that \u201cthe scarcity value of Magic is in question.\u201d As Hasbro\n\n\u201ccontinues to reprint its most successful sets,\u201d the analysts warned, it was causing \u201cpanic among\n\ncollectors\u201d and \u201ccrash[ing] secondary market prices\u201d among consumers who \u201ccan\u2019t trust that sets\n\nwill retain their value.\u201d Contrary to Defendants\u2019 explanations that Magic\u2019s growth had been driven\n\nby segmentation\u2014which involved broadening its appeal to different segments of consumers\u2014the\n\nBank of America report further noted that \u201cMagic has grown primarily by extracting more\n\nrevenue from each player rather than by growing its player base.\u201d Downgrading Hasbro stock,\n\nthe analysts urgently cautioned: \u201cMagic needs to cut print runs to support prices.\u201d In response to\n\nthese revelations, Hasbro\u2019s stock price fell nearly 10%, wiping out approximately $875 million in\n\nshareholder value.\n\n 8. Defendants rushed to comfort concerned investors by denying the Bank of America\n\nreport\u2019s conclusions. They steadfastly assured investors that Magic\u2019s growth and set release\n\ncadence were driven by \u201csegmentation,\u201d not by \u201coverprinting\u201d Magic sets, and that Hasbro was\n\nnot devaluing Magic by printing additional sets.\n\n\n\n\n 4\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 8 of 86\n\n\n\n\n 9. Given the Bank of America report\u2019s conclusions about the damage that\n\n\u201coverprinting\u201d could do to the Magic brand, the market watched the November 28, 2022, release\n\nof the Magic 30th Set with concerned interest. Defendants allayed those concerns by announcing\n\nthat the Magic 30th Set was \u201cout of stock\u201d within half an hour of its release\u2014i.e., that Magic 30th\n\nSets were \u201cnot available to buy . . . because they ha[d] all been sold.\u201d1 The announcement was met\n\nwith applause, with industry commentators issuing reports whose headlines highlighted that\n\n\u201cMagic: The Gathering 30th Anniversary Edition Sells Out In Minutes\u201d and \u201cM[agic]:\n\nW[izards] Sells Out Of 30th Anniversary Sets In Under An Hour.\u201d Commentators concluded that\n\nHasbro likely sold out of stock of the highly coveted Magic 30th Set so shortly after the sale\n\ncommenced because \u201cmany copies were bought up by those hoping to sell the product at a higher\n\nprice on the secondary market.\u201d\n\n 10. Just days afterward, on December 8, 2022, Defendants convened a special-purpose\n\ninvestor call to further allay investor concern and rebut the Bank of America report\u2019s conclusions\n\nof \u201coverprinting.\u201d On that call, Defendants again assured investors that Magic\u2019s growth, and the\n\nschedule of Magic set releases, was driven entirely by the much-touted \u201csegmentation\u201d strategy,\n\nwith Hasbro \u201cprint[ing] and reprint[ing] products to meet demand.\u201d Defendants also credited\n\nsegmentation for the high number of Magic SKUs (i.e., individual sets) released during the year,\n\nflatly asserting that there was \u201cno evidence\u201d that Magic was overprinted. Analysts credited\n\nDefendants\u2019 denials of the Bank of America report, emphasizing that \u201cplayer segmentation\u201d was\n\n\u201ccentral to Hasbro\u2019s long-term [Magic] strategy.\u201d\n\n\n\n\n1\n Out of Stock, Cambridge Dictionary,\nhttps://dictionary.cambridge.org/us/dictionary/english/out-of-stock (last visited Nov. 26, 2025).\n 5\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 9 of 86\n\n\n\n\n 11. But Defendants\u2019 representations were false and misleading. Unknown to investors\n\nat the time, it was not segmentation that was responsible for Magic\u2019s growth and set release\n\ncadence. In truth, Magic\u2019s stunning growth before and during the Class Period had been driven by\n\nHasbro\u2019s practice of releasing specific Magic sets that could be thrown together at low cost and on\n\nshort timelines for the explicit purpose of compensating for revenue shortfalls in other Hasbro\n\ndivisions. This was known internally as the \u201cparachute\u201d strategy\u2014under which Magic sets could\n\nbe \u201cparachuted in\u201d to address shortfalls elsewhere in the Company\u2019s business. As Hasbro\u2019s\n\nConsumer Products business floundered during the Class Period, Magic was squeezed tighter for\n\nshort term cash, with these Magic \u201cparachute\u201d sets accounting for 46% of all Magic set releases in\n\n2022.\n\n 12. Former Wizards employees, including executives who worked directly with\n\nDefendants Cocks and Williams, confirmed that Defendant Cocks, both as Wizards President and\n\nas CEO, gave the directive to print these parachute sets\u2014and that Defendant Williams and Wizards\n\nmanagement specifically knew of the parachute strategy. Hasbro personnel who knew about the\n\nparachute strategy acknowledged that the Bank of America report had \u201ccaught\u201d management.\n\nFormer Wizards employees added that Defendants knew first-hand that their parachute strategy\n\nharmed the Magic brand and was leading to lower-than-anticipated demand for future sets.\n\n 13. Lead Counsel\u2019s investigation also confirmed that Hasbro\u2019s pivotal Magic 30th Set\n\nwas not in fact \u201cout of stock\u201d when Defendants publicly represented that it was. Indeed, Hasbro\n\nsimply posted the \u201cout of stock\u201d message on the Magic 30th Set sale website to falsely convey to\n\nthe market that sales of the set were strong. As a former Wizards employee working in the Magic\n\n30th Set release day \u201cwar room\u201d explained, after initial sales velocities indicated that the set would\n\nnot sell out of stock, Wizards\u2014at Defendant Williams\u2019 direction\u2014prematurely cut off the sale\n\n\n\n 6\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 10 of 86\n\n\n\n\nand posted the \u201cout of stock\u201d message to hide the set\u2019s poor performance. Other former Wizards\n\nemployees corroborated that the set was not \u201cout of stock,\u201d with unsold Magic 30th Sets sent off\n\nto a Texas landfill.\n\n 14. The truth about Wizards\u2019 harmful and shortsighted overprinting strategy\u2014and\n\nabout the poor sales of the Magic 30th Set\u2014was further revealed to the market on January 26,\n\n2023. On that date, Hasbro announced that Wizards\u2019 revenue for the fiscal fourth quarter of 2022\n\nhad substantially missed the Company\u2019s guidance, and analysts\u2019 expectations, by double-digit\n\npercentages.\n\n 15. Analysts\u2019 reactions to this news were swift and severe. Bank of America analysts\n\nimmediately reiterated the concerns about Magic they had raised in their November 2022 report.\n\nOther analysts also connected those concerns to the disappointing Wizards revenues in reports\n\nwith titles including \u201cTragic the Gathering\u201d and \u201cLittle Magic to Speak Of.\u201d Noting that \u201cthe\n\ninvestment thesis for Hasbro was heavily dependent on where [the] Wizard[s] business is headed\u201d\n\nand that Hasbro had \u201cpitched investors on the long run growth and profitability of the Wizards\n\nsegment,\u201d these analysts explained that the Company\u2019s announcement confirmed the \u201cconcerns\n\naround the outlook for Magic The Gathering\u201d\u2014and, consequently, \u201cHasbro\u2019s ability to grow in\n\n[20]23.\u201d In the wake of the January 26, 2023, revelation, the price of Hasbro\u2019s common stock fell\n\nanother 8%, wiping out over $700 million in shareholder value.\n\n 16. Defendants nevertheless continued to mislead investors. Specifically, they assured\n\ninvestors that the Magic sets included in the Company\u2019s elevated inventory were \u201cupcoming\n\n[Magic] set releases\u201d\u2014not past Magic sets. In truth, however, Hasbro\u2019s inventory included\n\nleftover sets from past Magic releases that had gone unsold after the Company\u2019s overprinting had\n\nstifled Magic demand. Former employees who attended executive-level meetings during the Class\n\n\n\n 7\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 11 of 86\n\n\n\n\nPeriod confirmed that Magic sales through the second half of 2022 consistently missed Hasbro\u2019s\n\ninternal demand forecasts. These unsold sets, which could not be offloaded without significant\n\nwrite-downs and discounts, continued to sit in the Company\u2019s bloated inventory.\n\n 17. The full truth finally emerged on October 26, 2023. On that date, Hasbro published\n\nits earnings report for the fiscal third quarter of 2023 and revealed that, contrary to Defendants\u2019\n\nrepresentations, Wizards inventories were stubbornly elevated due to unsold past Magic sets\u2014\n\nultimately causing a decrease in Wizards operating profit \u201cprimarily\u201d driven by \u201cinventory\n\nobsolescence charges.\u201d\n\n 18. In the wake of the October 26, 2023 revelation, the price of Hasbro\u2019s common stock\n\nfell another 16.3%, wiping out over $1.2 billion in shareholder value. All told, Hasbro\u2019s stock\n\nprice fell by more than 34% as investors learned the real reason for the proliferation of Magic sets\n\nand the resulting damage to the Magic franchise, slashing the Company\u2019s market capitalization by\n\nover $2.7 billion.\n\nII. JURISDICTION AND VENUE\n\n 19. The claims asserted herein arise under Sections 10(b) and 20(a) of the Exchange\n\nAct (15 U.S.C. \u00a7\u00a7 78j(b), 78t(a)) and Rule 10b-5 promulgated thereunder by the SEC (17 C.F.R.\n\n\u00a7 240.10b-5).\n\n 20. This Court has jurisdiction over the subject matter of this action pursuant to 28\n\nU.S.C. \u00a7\u00a7 1331 and Section 27 of the Exchange Act (15 U.S.C. \u00a7 78aa).\n\n 21. Venue is proper in this District pursuant to 28 U.S.C. \u00a7 1391(b) and Section 27 of\n\nthe Exchange Act. Substantial acts in furtherance of the alleged fraud and effects of the fraud have\n\noccurred in this District. Many of the acts and omissions charged herein, including the\n\ndissemination of materially false and misleading information to the investing public, and the\n\nomission of material information, occurred in substantial part in this District.\n 8\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 12 of 86\n\n\n\n\n 22. In connection with the acts, transactions, and conduct alleged herein, Defendants,\n\ndirectly and indirectly, used the means and instrumentalities of interstate commerce, including the\n\nU.S. Mail, interstate telephone communications, and the facilities of a national securities exchange.\n\nIII. PARTIES\n\n 23. Co-Lead Plaintiff West Palm Beach Firefighters\u2019 Pension Fund (\u201cWest Palm\n\nFirefighters\u201d) is a benefit pension plan based in West Palm Beach, Florida, that provides pension\n\nservices and benefits to its firefighters. As set forth herein, and in the Certification previously filed\n\nwith the Court (ECF No. 22-2), West Palm Firefighters purchased Hasbro common stock at\n\nartificially inflated prices during the Class Period, and suffered financial harm as a result of the\n\nmaterially false and misleading statements and material omissions alleged herein.\n\n 24. Co-Lead Plaintiff City of Miami General Employees\u2019 & Sanitation Employees\u2019\n\nRetirement Trust (\u201cMiami GESE\u201d) is a benefit pension plan based in Miami, Florida, that provides\n\npension services and benefits to its general and sanitation employees. As set forth herein, and in\n\nthe Certification previously filed with the Court (ECF No. 22-2), Miami GESE purchased Hasbro\n\ncommon stock at artificially inflated prices during the Class Period, and suffered financial harm\n\nas a result of the materially false and misleading statements and material omissions alleged herein.\n\n 25. Defendant Hasbro, Inc. is a publicly traded toy and game company. Among other\n\nproduct offerings, Hasbro sells sets of Magic cards through its Wizards division. Before and during\n\nthe Class Period, Magic was a crucial driver of Hasbro\u2019s reported revenues and profit margins and\n\nwas touted as a key component of Hasbro\u2019s future.\n\n 26. Defendant Christian Cocks has been Hasbro\u2019s CEO since February 2022. Between\n\n2016 and February 2022, Defendant Cocks was President of Wizards. During the Class Period,\n\nDefendant Cocks spoke in venues including earnings calls and industry conferences, during which\n\nhe misled investors to believe that Hasbro printed Magic sets to capture \u201csegmented\u201d demand,\n 9\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 13 of 86\n\n\n\n\nrather than to generate near-term revenue to make up for poor performance elsewhere in the\n\nCompany.\n\n 27. Defendant Cynthia Williams was President of Wizards from February 2022 to April\n\n2024. During the Class Period, Defendant Williams spoke in venues including earnings calls and\n\nindustry conferences, during which she misled investors to believe that Hasbro printed Magic sets\n\nto capture \u201csegmented\u201d demand, rather than to generate near-term revenue to make up for poor\n\nperformance elsewhere in the Company.\n\n 28. Defendants Cocks and Williams (the \u201cExecutive Defendants\u201d) directly participated\n\nin the management of Hasbro\u2019s operations, had direct and supervisory involvement in Hasbro\u2019s\n\nday-to-day operations\u2014including the operations of the Magic business\u2014and had the ability and\n\nultimate authority to control, and did in fact control, the Company\u2019s statements to investors,\n\nincluding statements made via the Company\u2019s website. The Executive Defendants were involved\n\nin drafting, reviewing, authorizing, publishing, and making the Company\u2019s public statements,\n\nincluding the false and misleading statements and omissions alleged herein.\n\nIV. SUMMARY OF THE FRAUD\n\n A. Hasbro Prints and Sells Valuable Magic: The Gathering Cards\n\n 29. Hasbro\u2019s operations are separated into three primary revenue-generating business\n\nsegments: (i) Consumer Products, which contains toy and game brands like NERF and Play-Doh;\n\n(ii) Entertainment, which includes the Company\u2019s movie and television productions; and (iii)\n\nWizards of the Coast and Digital Gaming (\u201cWizards\u201d), which contains the Company\u2019s massively\n\nsuccessful Magic: The Gathering (\u201cMagic\u201d) brand.\n\n 30. Magic, one of Hasbro\u2019s juggernaut \u201cFranchise Brands,\u201d is a tabletop card-based\n\nstrategy game in which players build and deploy decks of cards that each confer different powers\n\nand abilities. After its creation in 1993, Magic fostered a huge worldwide player base and a\n\n 10\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 14 of 86\n\n\n\n\ndedicated community of collectors. Magic sells cards to both players and collectors in sets of\n\nrandomized packs. Each card is assigned a certain rarity\u2014\u201ccommon,\u201d \u201cuncommon,\u201d \u201crare,\u201d or\n\n\u201cmythic rare\u201d\u2014based on the odds that it will appear in a given pack.\n\n 31. Magic cards are collectibles whose value on the secondary market is tied to their\n\nscarcity. Connected by a nationwide network of hobby shops and card dealers, Magic collectors\n\nsteadily drove up the value of rare cards on the active secondary resale market in the years before\n\nthe Class Period. Secondary market prices for cards regularly fetched hundreds of dollars, while\n\nmore coveted and rarer cards sold for tens-of-thousands of dollars. By mid-2021, just before the\n\nbeginning of the Class Period, a Black Lotus, one of the rarest\u2014and thus most valuable\u2014Magic\n\ncards ever produced, was sold on the secondary market for $800,000.\n\n 32. Because the secondary market value of each Magic card is tied to the number of\n\nexisting copies of the card, the most frequently reprinted cards\u2014i.e., the most common\u2014are also\n\nthe cheapest. Before the Class Period, Wizards sometimes released sets containing reprints of\n\ncertain Magic cards. Each such set containing reprints has the potential of diluting the value of\n\nevery circulating copy, harming Magic collectors who have bought cards precisely because of their\n\nscarcity. An article in an industry publication titled \u201cEverything You Need to Know About\n\nReprints in Magic\u201d put it simply: \u201cThe worst thing about reprints is that they affect the secondary\n\nmarket and . . . can devalue a player\u2019s collection.\u201d\n\n 33. Hasbro knew that if Magic\u2019s secondary market values were diluted too severely by\n\nthe release of reprint sets and other new sets, Magic buyers would lose confidence that their retail\n\ncard purchases could retain and increase their value, and Magic sales would drop as a result. The\n\nCompany thus assured investors and Magic buyers that its reprint policy was geared to support\n\nconsumers\u2019 \u201cconfidence in [Magic] as a collectible.\u201d\n\n\n\n 11\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 15 of 86\n\n\n\n\n B. Prior to the Class Period, Magic\u2019s Explosive Growth Propels Wizards to\n Become Hasbro\u2019s Most Important Division\n\n 34. When Defendant Cocks was appointed President of Wizards in 2016, the division\n\nwas still a relatively minor contributor to Hasbro\u2019s financial success. In the years leading up to the\n\nClass Period, however, Wizards began to grow at such a fast clip that the Company projected the\n\ndivision\u2019s revenue would double between 2018 and 2023. Wizards then met its goal to double\n\nrevenue in 2021, well ahead of schedule.\n\n 35. In 2021, while Hasbro\u2019s Consumer Products division accounted for a plurality of\n\nthe Company\u2019s net revenue, Wizards, with its extremely high-margin Magic sets, accounted for\n\nan outsized share of Hasbro\u2019s reported operating profit. In fact, in 2021, Wizards accounted for\n\n$547 million of the Company\u2019s reported $763.3 million operating profit. The headline of a July\n\n26, 2021, J.P. Morgan report analyzing the Company\u2019s results for the fiscal second quarter of 2021\n\naptly summed up an increasingly common phenomenon: \u201cWizards of the Coast Drives Blowout\n\nQuarter.\u201d\n\n 36. In 2021, Magic was a key driver of Wizards\u2019 success\u2014and thus the success of the\n\nCompany as a whole. That year, Magic alone contributed approximately 15% of Hasbro\u2019s total\n\nnet revenue. Indeed, in its 2021 Annual Report, Hasbro announced that Wizards \u201chad its best year\n\never, doubling the size of the Wizards business two years earlier than anticipated,\u201d thanks to\n\nstunning revenue growth of 42%\u2014by far the greatest increase in revenue of any of the Company\u2019s\n\ndivisions that year. Looking toward even greater future Wizards growth, the report touted Hasbro\u2019s\n\n\u201csignificant plans to leverage the power of Wizards\u2019 brands . . . in bigger and more powerful\n\nways for years to come.\u201d The Annual Report further touted the Company\u2019s \u201cfocus on growing [the\n\nMagic] business,\u201d adding that Hasbro had \u201c[i]nvested nearly $1B in [Magic] over [the] past five\n\n\n\n\n 12\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 16 of 86\n\n\n\n\nyears to drive 150% revenue growth.\u201d The report also noted that Magic, \u201cHasbro\u2019s largest gaming\n\nbrand,\u201d had \u201cended 2021 just shy of the $1 billion revenue mark\u201d\u2014Magic\u2019s \u201cbest year ever.\u201d\n\n 37. Thus, by the start of the Class Period in late 2021, analysts and investors were\n\nhighly focused on Wizards and Magic in evaluating the Company\u2019s overall health and financial\n\noutlook. For example, in a report by UBS, analysts stated that \u201cupside in [the Wizards] statement\n\n[wa]s a key part of [their] thesis\u201d and resulting \u201cBuy\u201d recommendation.\n\n C. Defendants Attribute Wizards Performance and Magic Growth to a\n Sustainable Consumer Segmentation Strategy\n\n 38. During the Class Period, Defendants regularly touted Magic\u2019s growth and revenue\n\ndrivers, which, due to Magic\u2019s preeminence within Wizards, also drove Wizards\u2019 performance.\n\nAccording to Defendant Cocks, Hasbro had driven Magic\u2019s growth through \u201csegmentation,\u201d a\n\nstrategy under which Hasbro only printed more new Magic sets for the purpose of filling the\n\ndiscrete demands of newly defined segments of Magic fans. In addition to competitive players,\n\nthese segments included collectors, casual \u201csocial\u201d players, and players of the new online Magic\n\nArena platform.\n\n 39. Throughout the Class Period, Defendant Cocks assured investors and analysts that\n\nthe increased number of Magic set releases, and Magic\u2019s and Wizards\u2019 meteoric rise, had been\n\ndriven by this print-to-demand segmentation strategy. For example:\n\n \uf0b7 On a September 22, 2021 call hosted by Stifel, Nicolaus and Co., Defendant Cocks stated,\n \u201cWe\u2019ve been driving our growth to date on kind of a play-based segmentation,\u201d and\n explained that \u201cthe real growth and the real driver for [Magic] has been thinking about\n things on a segmented basis.\u201d\n\n \uf0b7 At the November 11, 2021 Jefferies Global Interactive Entertainment Conference,\n Defendant Cocks was asked to \u201ctalk a little bit about how the [Hasbro Brand] Blueprint\n allows [Magic] to experience that explosive growth,\u201d and responded, \u201cWe drove all new\n segmentation for how we think about our product lines.\u201d\n\n\n\n\n 13\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 17 of 86\n\n\n\n\n 40. In February 2022, Hasbro appointed Defendant Cocks its new CEO and picked\n\nDefendant Williams to succeed Defendant Cocks as President of Wizards. In the wake of\n\nDefendant Cocks\u2019 appointment as CEO, investor focus on Wizards only grew. Just days into\n\nDefendant Cocks\u2019 tenure as CEO in February 2022, activist firm Alta Fox, which owned 2.5% of\n\nthe Company, argued that Wizards was \u201cundervalued given its higher growth and margin profile\n\ncompared to Hasbro\u2019s other segments,\u201d pointing out that \u201cthe vast majority of Hasbro\u2019s overall\n\nrevenue & EBITDA growth c[ame] from W[izards] over the last decade.\u201d\n\n 41. Analysts from D.A. Davidson agreed with Alta Fox\u2019s thesis, arguing in a February\n\n18, 2022 report that \u201cthe market\u2019s valuation of H[asbro] does not reflect the high growth and\n\nprofitability of Wizards.\u201d The report also stated that \u201cinvestors\u2019 eyes are now more focused on\n\nwhat the Wizards business means for H[asbro] long-term.\u201d This interest only grew after a second\n\nactivist investor, Ancora Holdings, echoed Alta Fox\u2019s comments in May 2022.\n\n 42. Now under Defendant Williams\u2019 leadership, with Defendant Cocks as CEO,\n\nWizards continued to pump out Magic sets, releasing a record 39 separate sets of Magic cards in\n\n2022. These releases included not only the traditional expansion sets, but also a series of box sets,\n\nas well as compilation sets, supplemental sets, and digital sets.\n\n 43. Meanwhile, Defendants continued to claim that segmentation was driving the\n\nnumber of Magic sets released, and thus Magic\u2019s and Wizards\u2019 growth. At the Company\u2019s October\n\n4, 2022 Investor Day, for example, Defendant Cocks stated that in 2016, Wizards had realized\n\n\u201chuge value unlock\u201d of being able to \u201csegment [fans] and build bespoke products for them,\u201d and\n\nthat this segmentation had in turn \u201ckicked off the best growth spurt that we\u2019ve ever had\u201d\u2014one\n\n\u201c[t]hat endures to this day.\u201d At the Investor Day Presentation, Defendants specifically called out\n\n\u201cSecret Lair\u201d Magic sets\u2014which comprised a growing number of Magic\u2019s annual set releases and\n\n\n\n 14\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 18 of 86\n\n\n\n\nhad purportedly been produced pursuant to the segmentation strategy\u2014as an example of one of\n\nthe \u201cpillars of [Hasbro\u2019s] growth.\u201d Defendant Williams echoed to investors that Hasbro was\n\n\u201cforecasting double-digit growth for [Magic] this year\u201d and had \u201cplans to continue this growth,\u201d\n\nalso citing Secret Lair sets as a specific \u201cgrowth opportunity.\u201d\n\n 44. Analysts reacted accordingly, singling out Wizards as the key to the Company\u2019s\n\nfuture against a backdrop of persistent inventory and revenue struggles in Hasbro\u2019s Consumer\n\nProducts division. For example, Bank of America analysts adopted the Company\u2019s projection that\n\nover the next three years, \u201c[r]evenue growth w[ould] be higher in the Wizards segment\u201d than for\n\nthe Company as a whole. Jefferies analysts likewise noted that \u201c[f]ocus\u201d was \u201ctighten[ing] on\n\nmargin-rich franchise brands\u201d like Magic.\n\n 45. Defendants also used the Investor Day presentation to tout the latest Magic\n\noffering: a special 30th anniversary Magic set (\u201cMagic 30th Set\u201d) that Defendants announced\n\nwould debut later that year. Defendant Williams assured investors that the set was produced\n\npursuant to the segmentation strategy, calling it \u201cour most exciting collector product ever.\u201d\n\nDefendant Cocks told investors that the Magic 30th Set\u2014which would contain reprints of 60 rare\n\ncards and cost $999\u2014would be \u201cthe first time our fans can buy the iconic card, the Black Lotus,\n\nin over 25 years.\u201d\n\n 46. This announcement sparked questions from members of the Magic fan community,\n\nwho expressed concerns about the growing number of annual Magic releases. As Magic news site\n\nMTGRocks put it, \u201c[d]ue to the steep increase in the number of products being released\n\nannually, many players fear that it\u2019s already impossible to keep up, let alone collect everything.\u201d\n\n 47. However, when pressed on whether Magic was printing too many sets, Defendants\n\nassured investors that it was not. For example, on the Company\u2019s October 18, 2022, earnings call,\n\n\n\n 15\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 19 of 86\n\n\n\n\nan analyst asked Defendant Williams about \u201cinvestor concern that there\u2019s maybe been too many\n\nMagic releases in a short time frame\u201d and \u201ctalk of wallet fatigue among the players out there.\u201d In\n\nresponse, Defendants denied that Hasbro was printing too many Magic sets and refuted any\n\nconcerns about \u201cwallet fatigue.\u201d Defendant Cocks touted Magic\u2019s \u201cgreat growth,\u201d and Defendant\n\nWilliams reassured investors that there were \u201cthe same number of sets happening in a year.\u201d\n\n 48. Based on these representations, analysts believed the future was bright for Magic\n\nbecause the Company was producing Magic sets pursuant to the sustainable segmentation\n\napproach and not risking Magic\u2019s long-term value by overprinting sets for the purpose of\n\ncounteracting sluggish performance in Hasbro\u2019s other business areas. Analysts consequently\n\nforecasted excellent revenue growth for Wizards in the fiscal fourth quarter. BMO Capital Markets\n\nanalysts, for example, estimated that Wizards\u2019 fourth-quarter 2022 revenue growth would hit 36%.\n\n D. Bank of America Reports Hasbro is Overprinting Magic Sets at the Risk of\n Harm to Magic\n\n 49. On November 14, 2022, Bank of America analysts published a bombshell, deep-\n\ndive report into Hasbro\u2019s Magic business (the \u201cBofA Report\u201d). Based on their analysis of the\n\nnumber and cadence of Magic releases\u2014and their on-the-ground investigation, which included\n\nvisits to retailers and conversations with local hobby shops at the center of Hasbro\u2019s nationwide\n\nsales network\u2014the BofA Report exposed a \u201cprimary concern\u201d: that \u201cHasbro has been\n\noverproducing Magic cards which has propped up Hasbro\u2019s recent results but is destroying the\n\nlong-term value of the brand.\u201d\n\n 50. Noting that Magic was key to Hasbro\u2019s success\u2014comprising roughly 15% of\n\nHasbro\u2019s revenue and 35% of the Company\u2019s EBITDA\u2014the BofA Report recounted its recent\n\ngrowth, stating that \u201cMagic sales nearly doubled over the course of the pandemic\u201d and that \u201cHasbro\n\nhas kept the growth going with more frequent set releases, more product in each set and wider\n\n\n 16\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 20 of 86\n\n\n\n\ndistribution.\u201d The Bank of America analysts discovered, based on their investigation, that this\n\n\u201cincreased supply\u201d had \u201ccaused distributors, collectors and local game stores to lose money on\n\nMagic.\u201d Because of these Magic buyers\u2019 \u201cgrowing frustration\u201d with the ballooning number of\n\nMagic sets, the analysts concluded, \u201cwe expect they\u2019ll order less product in future releases.\u201d\n\n 51. As depicted below, the BofA Report highlighted the approximately 150% increase\n\nin the number of Magic sets released each year between 2019 and 2022:\n\n\n\n\n 52. The greatly increased number of sets released\u2014from 15 in 2019 to 39 in 2022\u2014\n\nsupported a key conclusion of the BofA Report: \u201cMagic has grown primarily by extracting more\n\nrevenue from each player rather than by growing its player base\u201d through \u201ca combination of\n\nincreased set releases and increased price per set.\u201d The report pointed out that while Wizards\n\nrevenue was \u201cup 65% vs. 2019 to-date,\u201d consumer interest in Magic was only up 15% over that\n\n\n\n\n 17\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 21 of 86\n\n\n\n\nsame span. This conclusion conflicted directly with Defendants\u2019 repeated representations that\n\nHasbro had printed more new Magic sets to meet demand from new consumer segments.\n\n 53. The BofA Report flatly stated, \u201cWizards has overprinted cards beyond demand.\u201d\n\nNot only were the number of new set releases up\u2014\u201cseveral times this year,\u201d the report noted,\n\n\u201cWizards has printed and released more of both their most popular set releases . . . through third\n\nparty distributors, and less popular ones . . . through product dumps on Amazon.\u201d The report\n\nconcluded that these practices had \u201cbenefited Wizard\u2019s revenue, but in the process, destroyed\n\nsecondary market values\u201d\u2014the result of diluting the scarcity that drove Magic resale prices.\n\n 54. Indeed, the report noted, \u201c[s]even of the past eight major set releases have seen\n\nprices decline from their initial levels with declines ranging from -11% to -57%,\u201d and \u201cstores,\n\ncollectors, and players can\u2019t trust that sets will retain their value.\u201d Based on the Bank of America\n\nanalysts\u2019 investigation, including industry checks of retail locations that carried Magic sets, the\n\nBofA Report stated that \u201csell-through has been weak with unpopular sets from last year,\u201d and\n\nthat \u201cnational retailers [such as Target, Walmart, Best Buy, and GameStop] are reducing Magic\n\nshelf space.\u201d Further, the report said, \u201cthose [retailers] that continue to carry [Magic] are heavy\n\nwith aged inventory.\u201d\n\n 55. The BofA Report focused specifically on the special Magic 30th Set that\n\nDefendants had announced in October, which was due for release in November. The BofA Report\n\ncautioned that the $999 price for four booster packs was \u201cexcessively high\u201d compared to the $5\n\ncost of \u201ca typical set pack,\u201d and emphasized that \u201cthe set also includes Reserved List cards which\n\nHasbro had promised to never reprint.\u201d The report noted that the announcement of the Magic\n\n30th Set was further \u201cencouraging more players to use \u2018proxies\u2019, which are unsanctioned cards not\n\nproduced by Wizards.\u201d\n\n\n\n 18\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 22 of 86\n\n\n\n\n 56. The BofA Report\u2019s bolded headlines repeated its core message: \u201cOverprinting\n\nMagic destroys its long-term value\u201d and \u201cMagic needs to cut print runs to support prices.\u201d\n\nAccordingly, the Bank of America analysts cut Hasbro\u2019s price target from $73 to $42 per share\n\nand changed the Company\u2019s stock rating from \u201cBuy\u201d to \u201cUnderperform.\u201d\n\n 57. The BofA Report sparked considerable investor concern. In the days after the report\n\nwas published, commentators questioned whether Magic sets were produced pursuant to the\n\nCompany\u2019s purported segmentation strategy, as Defendants had represented, or whether Magic\n\nsets were instead overprinted and thus harming the value of the Magic brand, as the report had\n\nshown. On November 18, 2022, for example, Barron\u2019s published an article titled \u201cHasbro Won\n\nBig With a Role-Playing Game. Is It Now Diluting the Magic?\u201d The article posited that falling\n\nvalues among rare, collectible Magic cards, such as a 42% drop in the value of Black Lotus, the\n\ngame\u2019s most sought-after card, supported the BofA Report\u2019s conclusions.\n\n 58. The Barron\u2019s article also quoted a Magic fan, who described the situation\n\nsuccinctly: \u201cHasbro effectively has a license to print $100 bills and put them in plastic packs,\u201d but\n\n\u201cif they cross too many lines with regard to\u201d reprinting cards and overprinting sets, \u201cit will set off\n\na financial collapse and ruin the game.\u201d\n\n 59. Similarly, as reported in an MTGRocks article published the day prior, dedicated\n\nfans were commenting: \u201cI\u2019m just getting burned out and don\u2019t enjoy [Magic] as much as it used to\n\nbe with slow set prereleases.\u201d MTGRocks echoed the BofA Report\u2019s focus on the \u201cmuch-mired\n\n30th Anniversary Edition\u201d set, cautioning that it had \u201cunited the Magic: the Gathering community\n\nin hatred,\u201d and concluding that Magic \u201cseems to be on the precipice of disaster.\u201d\n\n\n\n\n 19\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 23 of 86\n\n\n\n\n E. Defendants Comfort Investors by Announcing That the Magic 30th Set\n Quickly Sold \u201cOut of Stock\u201d\n\n 60. In the wake of the BofA Report, Defendants steadfastly disputed its accuracy by\n\nagain asserting that Magic sets were produced pursuant to the Company\u2019s print-to-demand\n\nsegmentation strategy\u2014not to generate short-term cash to make up for shortfalls elsewhere in the\n\nCompany\u2014and representing to the market that sales of the controversial Magic 30th Set had not\n\nsuffered from the Magic brand devaluation the BofA Report had predicted.\n\n 61. The Magic 30th Set was released on November 28, 2022. The sale went live online\n\nat 9:00am Pacific time and, after only roughly half an hour, the closely watched release website\u2014\n\nwhose contents were subject to the ultimate authority of Defendants Cocks and Williams\u2014was\n\nupdated to reflect that the set was purportedly \u201cout of stock.\u201d\n\n 62. Based on Defendants\u2019 representations, market participants were led to believe that\n\nthe Company had in fact sold out its production run of Magic 30th Sets. Indeed, that day, industry\n\nnews site TheGamer published an article titled \u201cMagic: The Gathering 30th Anniversary Edition\n\nSells Out In Minutes.\u201d Likewise, a BoLS article published the same day was titled \u201cM[agic]:\n\nW[izards] Sells Out Of 30th Anniversary Sets In Under An Hour.\u201d In an article published the\n\nnext day, November 29, industry publication Gamespot wrote that \u201c[j]ust hours after orders went\n\non sale on November 28, the sets were sold out,\u201d and linked to the sale webpage displaying the\n\n\u201cout of stock\u201d message. The same day, another industry publication issued an article titled \u201cFan\n\noutrage peaks as MTG Anniversary Edition sells out in a flash,\u201d explaining that Hasbro likely\n\nwent out of stock of the highly-coveted Magic 30th Set so shortly after the sale commenced\n\nbecause \u201cmany copies were bought up by those hoping to sell the product at a higher price on the\n\nsecondary market.\u201d\n\n\n\n\n 20\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 24 of 86\n\n\n\n\n 63. While the market believed that the Magic 30th Set had, indeed, sold out\u2014and thus\n\nthat Hasbro\u2019s production of additional sets was not hurting the brand as predicted in the BofA\n\nReport\u2014some commentators raised questions. Fans of Magic questioned whether the set had truly\n\n\u201c[s]old [o]ut in 35 [m]inutes,\u201d given the negative reaction of many players to the set\u2019s original\n\nannouncement. Others noted that the approximately one-minute wait time (i.e. the amount of time\n\npurchasers had to wait in the queue before they could buy the set) was \u201csuspiciously low\u201d\n\ncompared to popular product releases in the past, including \u201cthe very recent [Magic] [A]dvent\n\n[C]alendar\u201d release. Another commenter noted that Hasbro\u2019s next \u201c[e]arnings report will tell us\n\nwhether they sold out or just prematurely stopped the offer.\u201d\n\n 64. Defendant Williams, responding to these questions during a call hosted by UBS\n\ndays after the release of the Magic 30th Set, publicly assured investors that the Magic 30th Set had\n\nindeed sold \u201cout of stock.\u201d She assured investors that Hasbro had \u201clisten[ed] to customer feedback\u201d\n\nwell in advance of the set\u2019s release and intentionally \u201cscaled back the expected supply\u201d of the\n\nMagic 30th Set \u201cto ensure a great collector experience.\u201d As a result, investors were comforted\n\ninto believing that the Magic 30th Set was in fact a smashing success\u2014so much so that Hasbro\n\nwas \u201cout of stock\u201d less than an hour after the sale went live.\n\n F. Defendants Continue to Comfort Investors by Asserting Magic Sets Are\n Printed Pursuant to Segmentation, Not \u201cOverprinted\u201d at the Risk of Harm\n to Magic\n\n 65. Defendants also continued to dispute the accuracy of the BofA Report and denied\n\nthat Hasbro had \u201coverprinted\u201d Magic sets at the risk of harm to the Magic franchise. On December\n\n8, 2022, Hasbro convened an investor call \u201cfocus[ed]\u201d on Magic \u201cand Hasbro\u2019s long-term strategy\n\nfor its gaming business.\u201d An industry publication reported that the call was scheduled because\n\n\u201cHasbro\u2019s investors\u201d were \u201cpreoccupied with M[agic] reprinting and valuation.\u201d\n\n\n\n 21\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 25 of 86\n\n\n\n\n 66. During the investor call, Defendants vehemently denied the BofA Report\u2019s\n\naccusations of \u201coverprinting.\u201d Asked about the \u201cclaim that you\u2019re printing too many cards,\u201d\n\nDefendant Williams stated flatly: \u201c[T]here is no evidence that MAGIC is overprinted.\u201d Contrary\n\nto the BofA Report\u2019s conclusion that Wizards was printing \u201ctoo many\u201d Magic sets and was thereby\n\nrisking harm to the future value of the brand, Defendant Williams assured investors, \u201c[W]e print\n\nand reprint products to meet demand from our players.\u201d\n\n 67. Asked about what \u201ccould drive MAGIC over the next couple of years,\u201d Defendant\n\nCocks reiterated that the \u201cstrategy at Wizards\u201d was \u201cgrowing that [Magic] player base\u201d\u2014not, as\n\nthe BofA Report had concluded, \u201cextracting more revenue from each player rather than by growing\n\nits player base.\u201d Defendant Williams assured investors that \u201c[Magic\u2019s] product release schedule\n\nreally reflects\u201d that Magic\u2019s \u201cgrowth has come from monetizing more player segments.\u201d\n\n 68. Asked whether Wizards was releasing \u201cmore [Magic] product this year,\u201d Defendant\n\nWilliams attributed a \u201cshift in how many SKUs we release[] in a year\u201d to \u201cour customer and\n\nproduct segmentation strategy.\u201d Defendant Williams also reassured investors that Wizards had\n\n\u201cexpanded the number of booster product types\u201d and \u201csmaller print run products\u201d released during\n\nthe year in order \u201cto meet player preferences.\u201d By making these statements, Defendants led the\n\nmarket to believe that Hasbro was producing Magic sets pursuant to print-to-demand\n\nsegmentation, and not\u2014as the BofA Report had concluded\u2014pursuant to a shortsighted\n\n\u201coverprinting\u201d strategy that accelerated set releases at the risk of harm to the Magic brand.\n\n 69. In a report released the next day, UBS analysts reiterated Defendants\u2019 denials nearly\n\nverbatim. The UBS report credited \u201cplayer segmentation\u201d as \u201ccentral to Hasbro\u2019s long-term\n\n[Magic] strategy\u201d and reported that Magic sales \u201creflect real demand.\u201d Echoing Defendants\u2019\n\nannouncement earlier in the quarter that Magic would become Hasbro\u2019s first billion-dollar brand\n\n\n\n 22\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 26 of 86\n\n\n\n\nby the end of 2022, the report highlighted \u201cHasbro\u2019s doubling of the Magic The Gathering business\n\nsince 2018, earlier than initial targets.\u201d\n\n 70. Other news outlets also echoed Defendants\u2019 denials. For example, CNBC published\n\nan article titled \u201cHasbro defends Magic: The Gathering strategy, says \u2018there is no evidence\u2019\n\ncards are overprinted.\u201d The article explained that Hasbro had \u201crefuted criticism that it is printing\n\ntoo many card sets,\u201d highlighting Defendant Williams\u2019 statement that \u201cthe company prints to meet\n\ndemand\u201d against the backdrop of the BofA Report\u2014in which, the article noted, \u201cBank of America\n\n[had] downgraded Hasbro . . . saying the company was \u2018killing its golden goose.\u2019\u201d\n\n 71. Crediting Defendants\u2019 continued reassurances that Hasbro was printing more\n\nMagic sets pursuant to its print-to-demand segmentation strategy, and not to generate short-term\n\nrevenue to cover for shortfalls elsewhere in the Company, analysts continued to project strong\n\nWizards results for the final quarter of 2022. BMO Capital Markets analysts forecasted 36% year-\n\nover-year Wizards growth. Other analysts, such as those from Goldman Sachs, projected even\n\nbetter growth. Indeed, even the lowest expectations for the quarter\u2019s Wizards performance, from\n\nD.A. Davidson analysts, projected that Wizards\u2019 revenue would grow by 25%.\n\n G. Unknown to Investors During the Class Period, Hasbro Drove Wizards and\n Magic Growth by Overprinting Magic Sets at the Risk of Harm to Magic\n\n 72. As explained herein, Defendants repeatedly denied suggestions that Hasbro\n\noverprinted Magic sets, assuring investors that, pursuant to the Company\u2019s purported segmentation\n\nstrategy, the production levels and release cadence for Magic sets were exclusively keyed to\n\ndemand\u2014not to generate short-term revenue to cover for shortfalls elsewhere in the Company.\n\nUnknown to investors during the Class Period, however, this was not true. In truth, the Company\n\noverprinted Magic sets\u2014at the risk of harm to Magic sales and the Magic brand\u2014to soften the\n\n\n\n\n 23\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 27 of 86\n\n\n\n\nblow of poor results elsewhere in the Company, and especially in its struggling Consumer Products\n\nsegment.\n\n 73. Specifically, Defendants devised and implemented a so-called \u201cparachute\u201d\n\nstrategy, by which Wizards produced high-margin Magic sets that it could parachute into the\n\nmarket whenever Hasbro saw or anticipated poor performance elsewhere in the Company. The\n\nExecutive Defendants themselves oversaw and implemented this strategy, and Defendants were\n\naware of the risk that it would harm the Magic brand and Magic sales\u2014and that those harms had\n\nbegun to materialize. Indeed, when the BofA Report concluded that Hasbro was \u201coverprinting\u201d\n\nMagic sets and threatening the value of the franchise, there was recognition within the Company\n\nthat management had gotten \u201ccaught.\u201d\n\n 74. Also unknown to investors during the Class Period, the highly-watched Magic 30th\n\nSet did not in fact sell \u201cout of stock\u201d on the day it was released\u2014and the available supply of the\n\nMagic 30th Set had not been \u201cscaled back\u201d in response to fan feedback, as Defendant Williams\n\nhad falsely represented. In truth, when immediately weak sales velocities on the day the Magic\n\n30th Set was released indicated that the set would sell poorly, Defendants prematurely stopped the\n\nsale to cover up the set\u2019s failure and later disposed of already-produced cards they had left unsold.\n\nBy falsely announcing that the set had sold \u201cout of stock,\u201d Defendants perpetuated the fiction that\n\nthe Magic 30th Set, like all Magic sets, was produced to meet demand pursuant to Hasbro\u2019s\n\npurported segmentation strategy, and not to generate short-term revenue to compensate for poor\n\nperformance elsewhere in the Company.\n\n 75. Lastly, also unknown to investors during the Class Period, the Magic sets in\n\nHasbro\u2019s persistently bloated Wizards inventory did not consist only of sets produced in\n\nanticipation of upcoming releases, as Defendants misleadingly represented to investors. In truth,\n\n\n\n 24\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 28 of 86\n\n\n\n\nelevated Wizards inventories were due to unsold Magic sets from past releases. By 2022, as the\n\nCompany\u2019s parachute strategy of overprinting Magic sets began to harm the Magic brand\u2014as the\n\nBofA Report had predicted\u2014sales numbers for Magic sets consistently missed Hasbro\u2019s forecasts.\n\nContrary to Defendants\u2019 representations to investors, these unsold sets caused stubbornly high\n\nWizards inventory levels\u2014which ultimately caused a decrease in Wizards operating profit \u201cdriven\n\nprimarily\u201d by \u201chigher inventory obsolescence charges.\u201d\n\n 1. Unknown to Investors, Hasbro Systematically Overprinted Magic Sets\n to Compensate for Poor Revenues Elsewhere in the Company\n\n 76. Beginning during Defendant Cocks\u2019 tenure as Wizards President, and continuing\n\nthrough the Class Period, Hasbro printed ever-greater numbers of Magic sets for the purpose of\n\ngenerating short-term cash to make up for revenue shortfalls elsewhere within the Company\u2014all\n\nat the risk of harm to the value of the Magic brand.\n\n 77. Lead Counsel spoke with FE 1, who served as Wizards Vice President and member\n\nof Hasbro\u2019s Extended Leadership Team (\u201cXLT\u201d) during the Class Period.2 FE 1 was directly\n\ninvolved in Magic\u2019s production and worked closely with Defendant Williams. FE 1 stated that in\n\n2018, Hasbro began to oversaturate the market with Magic cards\u2014which were a cash cow for the\n\n\n\n2\n FE 1 served as Wizards VP beginning in September 2021 until he left the Company in July 2025.\nIn this role, FE 1 was a member of Hasbro\u2019s Extended Leadership Team, met regularly with and\nreported to Defendant Williams, worked closely with other Hasbro executives including Wizards\nSVP Bill Rose and Magic Franchise Leader Ken Troop, and was regularly briefed on discussions\nin executive-level meetings and board meetings by Defendant Williams and others. During the\nClass Period, FE 1\u2019s responsibilities included reviewing the \u201crhythm\u201d of business for Hasbro,\ninstituting weekly business reviews and monthly finance reviews, helping the Company get a\nhandle on inventory, arranging board meetings and global commercial meetings, performing long-\nrange planning for Defendant Williams\u2014and helping to create new Magic sets at Defendant\nCocks\u2019 direction for the purpose of generating short-term revenue for the Company to mask\nrevenue shortfalls elsewhere. Prior to his tenure as Wizards VP, FE 1 served in roles related to\nMagic research, design, and creative direction from July 2017 to September 2021.\n\nTo maintain anonymity, Lead Counsel refers to all former employees herein with male pronouns.\n 25\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 29 of 86\n\n\n\n\nCompany\u2014in order to compensate for falling financial performance in Hasbro\u2019s other business\n\nsegments.\n\n 78. In fact, FE 1 said, Wizards created specific Magic SKUs (i.e., sets of cards) that\n\ncould be quickly manufactured and dropped into the market to make between $40 and $80 million\n\nin the event of a revenue shortfall elsewhere within the Company. FE 1 recalled that Bill Rose,\n\nSenior Vice President for Magic, called this practice \u201cProject Parachute.\u201d\n\n 79. FE 1 stated that in the initial years in which he was aware of this practice, the\n\n\u201cparachute\u201d sets were generally \u201cMasters\u201d sets. As FE 1 explained, Masters sets consist of card\n\nreprints and carry very low production costs, and could therefore be produced easily on\n\ncompressed production timelines to generate revenue in quarters when the Company needed it. FE\n\n1 stated that while Masters sets had been sold before the Company began to produce parachute\n\nsets, the Masters sets produced as parachute sets also carried higher price tags.\n\n 80. The history of Magic\u2019s set releases is consistent with FE 1\u2019s account that the\n\nCompany overprinted Masters sets during Defendants\u2019 respective tenures as Wizards Presidents.\n\nPrior to 2016, Wizards released only two physical Masters sets, one in 2013 and one in 2015.\n\nWizards thereafter began to release Masters\u2019 reprint sets at a much faster clip. The Company\n\nreleased one Masters set in 2016, another in 2017, two Masters sets in 2018, a \u201cDouble Masters\u201d\n\nset containing double the ordinary number of rare cards in 2020, and a specialty \u201cRemastered\u201d\n\nreprint set in 2021. In 2022, the year Defendant Cocks took over as CEO, Wizards released two\n\nunusually large reprint Masters sets: one Double Masters set, and another set, Innistrad: Double\n\nFeature, that contained complete reprints of two past sets\u2014an unprecedented release that did not\n\nfit into any established category of prior Masters releases. Including digital set releases, between\n\n\n\n\n 26\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 30 of 86\n\n\n\n\n2016 and 2023, Hasbro churned out nearly double the number of Masters reprint sets it had\n\nreleased any time prior to 2016.\n\n 81. FE 1 explained that the parachute strategy was supposed to be something Wizards\n\ndid for Hasbro to generate short-term revenue if necessary, but that it in fact happened every year.\n\nFE 1 recalled that even before Defendant Cocks was CEO, Hasbro\u2019s former CEO would tell\n\nDefendant Cocks that, for example, Hasbro needed $80 million in additional revenue because\n\nsomething else within the Company had flopped. Defendant Cocks would then tell Magic SVP\n\nBill Rose, or FE 1 himself, to make new cards to \u201cparachute\u201d in because the parent Company had\n\nmessed up again.\n\n 82. FE 1 added that, in general, Bill Rose was the conduit for all the orders given to\n\nWizards by Defendant Cocks regarding putting out more parachute sets of cards in specific\n\nquarters. Defendant Cocks would point to a quarter and tell Rose the amount of money he needed\n\ndropped into a specific quarter or on a particular timeline, and the leadership of Magic would then\n\nhave to reverse engineer a product to fulfill that order from Defendant Cocks. FE 1 used the term\n\n\u201croadmap padding\u201d in describing this practice.\n\n 83. FE 1 stated that after Defendant Cocks became CEO, the parachute strategy of\n\nforcing Magic cards into the pipeline to make up for revenue shortfalls elsewhere was integrated\n\ninto the wider business plan of the Company. FE 1 explained that beginning in 2019, but really\n\nhitting stride after Defendant Cocks became CEO, releases of Secret Lair sets\u2014smaller,\n\nsupplemental sets of reprinted Magic cards\u2014became a more standardized way for the Company\n\nto overprint parachute Magic sets.\n\n 84. Corroborating FE 1\u2019s account, after the introduction of Secret Lair in 2019, the\n\nnumber of Secret Lair set releases skyrocketed under Defendants Cocks and Williams. In 2019,\n\n\n\n 27\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 31 of 86\n\n\n\n\nthe Company released only one Secret Lair set, as well as seven other \u201cbox sets.\u201d Thereafter, the\n\nCompany released fifteen Secret Lair sets in 2020, eleven in 2021, and fourteen in 2022. Without\n\nSecret Lair sets, the total number of annual Magic box set releases would have risen from five in\n\n2016 to just twelve in 2022. Including Secret Lair, the Company released a total of twenty-six box\n\nsets in 2022\u2014over five times as many box sets as it had released in 2016, the year Defendant\n\nCocks became Wizards President. And while the reprinted cards in these Secret Lair sets had\n\ninitially come with alternate art\u2014different from that on the original cards being reprinted\u2014the\n\n\u201cpremise of only reprints with alternate art was abandoned\u201d in October 2020.\n\n 85. Further corroborating FE 1\u2019s account that Secret Lair sets were used to make up for\n\nmissing revenue each year is the fact that release dates for these easy-to-produce sets were heavily\n\nweighted toward the fiscal fourth quarter each year, i.e., the quarter that determined whether\n\nHasbro would meet its financial guidance for the year. The very first Secret Lair set was released\n\nin December 2019. In 2020, three Secret Lair sets were released in October and November alone.\n\nIn 2021, the Company released two Secret Lair sets in October and three more in November alone.\n\nIn 2022, the Company released two Secret Lair sets in October, two more in November, and a final\n\none in December\u2014the very first December Secret Lair release since 2019.\n\n 86. FE 1 further explained that the set Commander Legends: Battle for Baldur\u2019s Gate\n\n(\u201cBaldur\u2019s Gate\u201d), released in mid-2022, was another parachute set. FE 1 stated that Baldur\u2019s Gate\n\nwas produced on a rushed timeline of about one year\u2014as opposed to the two-year production\n\ntimeline for most Magic sets\u2014so that it could be released by mid-2022, and therefore move up the\n\ncadence of some of the Company\u2019s revenue for the year. FE 1 added that he learned from Bill Rose\n\nabout the use of Baldur\u2019s Gate as a parachute, and that there were extensive conversations within\n\n\n\n\n 28\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 32 of 86\n\n\n\n\nWizards about the importance of the release coming in the second quarter and the wider need to\n\nmove revenue up to the year\u2019s fiscal second quarter.\n\n 87. Hasbro printed parachute sets like Baldur\u2019s Gate not as part of its \u201csegmentation\u201d\n\nstrategy to \u201cmeet demand,\u201d as it assured investors during the Class Period, but rather to generate\n\nshort-term cash\u2014all at the risk of the Magic franchise\u2019s future. FE 1 stated that apart from extra\n\nrevenue generation, there was no other reason to make the Baldur\u2019s Gate set, as the Company had\n\nalready made a similar set that covered the same ground as Baldur\u2019s Gate. FE 2, who worked as a\n\nCommunity Manager for Magic during the Class Period, corroborated FE 1\u2019s recollection, citing\n\n\u201cCommander Legends\u201d sets like Baldur\u2019s Gate as examples of Magic sets full of reprints that could\n\nbe pumped out on rushed production timelines to generate revenue when it was needed.3\n\n 88. The Magic 30th Set released on November 28, 2022 was yet another parachute set.\n\nFE 1 confirmed that the Magic 30th Set was a parachute set, created and sold because Wizards\n\nwas asked to make up for a revenue shortfall elsewhere in the Company. FE 1 described how this\n\nset came about: Bill Rose came to the Magic studio in mid-2022 and said that Hasbro was \u201cputting\n\nout the hat\u201d for ideas as to how the Company could generate more revenue in the fourth quarter of\n\n2022. The Magic studios were already stretched thin, but Mark Hagan, head of Secret Lair, came\n\nup with the idea for a 30th anniversary Magic set. FE 1 stated that he, Defendant Williams, Bill\n\n\n\n\n3\n FE 2 was a Wizards Community Manager for Magic from August 2021 through December 2023.\nIn this role, FE 2 reported to Magic Communications Director Blake Rasmussen and Marketing\nDirector Bryan Nisperos, who in turn reported to Defendant Williams. FE 2\u2019s responsibilities\nincluded extensive communication in person and via social media with Magic players and other\nMagic buyers, moderating online Magic communities including on Discord, establishing Magic\nsocial media accounts, and gathering and aggregating Magic consumer sentiment and feedback\ninto weekly reports using the community reporting software Sprinkler. During the Class Period,\nFE 2 attended weekly meetings with Nisperos, Rasmussen, and others in which participants\ndiscussed Magic consumer feedback, as well as Wizards town hall meetings with Defendant\nWilliams, in which he raised Magic consumers\u2019 concerns directly to Defendant Williams.\n 29\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 33 of 86\n\n\n\n\nRose, and Ken Troop were in the meeting where Magic 30th Set was approved\u2014and that Rose\n\ndiscussed the plan to use the Magic 30th Set as a parachute with Defendant Cocks.\n\n 89. FE 1 stated that Wizards thus began work on the Magic 30th Set in the summer of\n\n2022, to get the associated revenue on the books before the end of 2022, and that Magic was the\n\nonly product that could make that happen. FE 1 recalled that Defendant Williams was concerned\n\nthat the Magic 30th Set could backfire and suffer from poor sales because the parachute set\n\ncomprised non-playable cards that had no actual value but were being sold for $1,000.\n\n 90. By 2022, the parachute strategy was in full swing and accounted for a significant\n\nproportion of the Company\u2019s total number of annual Magic set releases. Indeed, that year, the\n\nCompany released a record of thirty-nine different sets. Of these, per the account of FE 1,\n\nparachute sets accounted for at least eighteen set releases between Masters, Secret Lair, Baldur\u2019s\n\nGate, and the Magic 30th Set\u2014approximately 46% of Magic sets released in 2022.\n\n 91. The parachute strategy was well known within the Company, as was the risk that\n\nprinting parachute Magic sets to generate short-term revenue would negatively impact the Magic\n\nfranchise. FE 3, who was a Senior Vice President at Hasbro throughout the Class Period, knew\n\nthat revenue from Magic sets was used to compensate for revenue shortfalls in the Company\u2019s\n\nConsumer Products division.4 FE 3 attended quarterly business review meetings with Defendant\n\nCocks and other Hasbro executives, during which he saw presentations from the Wizards side of\n\nthe business, including presentations about Magic and the cadence of Magic set releases. FE 3\n\n\n\n\n4\n FE 3 was a Senior Vice President at Hasbro throughout the Class Period and served in various\nother roles at the Company through a cumulative tenure of over 20 years. In his role during the\nClass Period, FE 3 attended regular quarterly business review meetings with Defendants and other\nHasbro executives, worked closely with Defendants Cocks and Williams, and was privy to\ninformation regarding Defendants\u2019 involvement in Wizards as described herein.\n\n\n 30\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 34 of 86\n\n\n\n\nrecalled that some of these meetings featured discussions of the \u201cparachute\u201d strategy. FE 4, who\n\nattended weekly executive leadership team meetings with Defendants during the Class Period,\n\nsimilarly stated that participants in these meetings discussed producing more SKUs to generate\n\nmore revenue.5\n\n 92. FE 5, who served in management-level marketing roles at the Company during the\n\nClass Period, further corroborated that knowledge of Hasbro\u2019s overprinting of Magic sets was\n\nwidespread within the Company.6 FE 5 confirmed that he was familiar with the term \u201cparachute,\u201d\n\nas used to describe Magic sets, and that he learned through conversations with Wizards\u2019 team in\n\nItaly that, by 2021, Hasbro\u2019s accelerated printing of Magic sets threatened to dilute the values of\n\nMagic products on the secondary market. FE 5 stated that it was \u201ccommon knowledge\u201d that\n\nreprinting sets drove down secondary market prices.\n\n 93. When Defendant Williams joined the Company as the new President of Wizards in\n\nFebruary 2022, Defendant Cocks introduced her to the parachute strategy. As Defendant Williams\n\n\n\n5\n FE 4 was a Senior Director of Marketing at Wizards from May 2022 through June 2024. In this\nrole, FE 4 was responsible for customer relationship management and growth, as well as social\nmedia and email marketing. During the Class Period, FE 4 attended weekly executive leadership\nteam meetings with Defendants and other Hasbro executives and directors, through which he was\nprivy to sensitive business information, including information about Magic consumer demand,\nupcoming Magic releases, and sales numbers for past Magic sets presented by people including\nElaine Chase, VP of Marketing & Commercial for Magic.\n6\n FE 5 was Head of Marketing for Italy from February 2021 through July 2024, and reported to\nDirector of Marketing for Europe Craig Wilkins, EVP and Chief Revenue Officer Matt Austin,\nand Head of Marketing Operations Katrien Van Basten Batenburg. FE 5 further received directives\nfor marketing spending from Senior Franchise Marketing Director for Europe Helene Kurz. In this\nrole, FE 5 was responsible for managing the Company\u2019s marketing budget for Italy, regularly\nattended meetings with Chief Revenue Officer Matt Austin and managers of other local markets,\nand communicated regularly with current and former Wizards personnel, including via Whatsapp.\nPrior to his tenure as Head of Marketing for Italy, FE 5 served as a Wizards Brand & Community\nManager from March 2013 through February 2015, and later as Hasbro Digital Manager for Italy\nfrom December 2016 through June 2018, and Head of Media & eCommerce from July 2018\nthrough January 2021.\n 31\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 35 of 86\n\n\n\n\nlater relayed to FE 1, Defendant Cocks told Defendant Williams that the pricing variability and\n\nelasticity of Magic sets could be used to address revenue shortfalls elsewhere in the business. FE\n\n1 confirmed that he later heard Defendant Cocks reiterate this statement to Defendant Williams\n\nfirsthand.\n\n 94. FE 3 confirmed Defendant Cocks\u2019 close involvement in Wizards as CEO. FE 3\n\nstated that Defendant Cocks continued to effectively run Wizards after he was appointed CEO in\n\nFebruary 2022, even as Defendant Williams was the division\u2019s President. FE 3 explained that it\n\nwas sometimes hard to get ahold of Defendant Cocks because he spent so much time at Wizards\n\nheadquarters in Seattle, and stated that, as CEO, Defendant Cocks spent the vast majority of his\n\ntime on Wizards. In line with his outsized focus on Wizards, FE 3 stated, Defendant Cocks shrunk\n\nthe Consumer Products team and investments in favor of pushing Magic once he took over as\n\nCEO.\n\n 95. As FE 3 explained, Defendant Cocks was intimately involved in Wizards, directing\n\nor approving every strategy or plan of execution before Defendant Williams formally reported\n\nplans to the rest of Hasbro\u2019s senior management. In fact, FE 3 stated, when Defendant Williams\n\ncame to the Hasbro headquarters for quarterly business review meetings, Defendant Cocks would\n\nhave prepared the content of her presentation on Wizards and had it ready for her. Defendant Cocks\n\nwould then give much of the presentation, which covered Wizards\u2019 prior quarter and upcoming\n\nplans, on Defendant Williams\u2019 behalf.\n\n 96. FE 1 stated that after Defendant Williams began her tenure as Wizards President,\n\nDefendant Williams became very concerned about the fact that Hasbro was overproducing Magic\n\nsets, and the fact that the Magic studio\u2019s creators were working 24/7 as a factory to generate cash\n\nfor Hasbro. When FE 1 and Defendant Williams were working on long-range planning for\n\n\n\n 32\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 36 of 86\n\n\n\n\nHasbro\u2019s Board of Directors\u2019 end-of-year meeting in 2022, Defendant Williams expressed concern\n\nabout the challenges in always delivering on revenue and on time for \u201cparachute\u201d drop-ins that\n\nwere meant to force the generation of additional revenue beyond established plans.\n\n 97. Defendants knew that their practice of printing Magic sets to generate short-term\n\nrevenue damaged the Magic brand and Magic sales over the long term. FE 1 stated that Defendant\n\nWilliams worried about the risks to buyer demand amid the ever-increasing glut of Magic releases,\n\nsome of which\u2014like Baldur\u2019s Gate\u2014suffered weaker than expected sales. Even before the\n\nBaldur\u2019s Gate release, FE 1 said, there were clear indications that the market was saturated with\n\nthe Masters sets the Company had been parachuting in for years.\n\n 98. By the time Baldur\u2019s Gate was released in June 2022, Magic buyers who had\n\nshelled out increasing amounts of money over the years to buy the ever-expanding set of Magic\n\nofferings were unsure whether they would be able to continue buying at this pace. FE 2, who\n\ninterfaced extensively with Magic buyers\u2014both hobby shops and end consumers\u2014during his\n\ntenure at the Company, recalled consistent complaints from buyers that Wizards was putting out\n\ntoo much Magic product, which would make it hard for them to continue buying.\n\n 99. FE 2 consistently relayed these concerns (including via an internal feedback\n\nreporting software) to his supervisors, Magic Communications Director Blake Rasmussen and\n\nMarketing Director Bryan Nisperos, who reported to and met frequently with Defendant Williams.\n\nRasmussen and Nisperos told FE 2 that they relayed his buyer reports directly to Defendant\n\nWilliams. FE 2 also personally told Defendant Williams about these concerns about future Magic\n\ndemand at a town hall meeting of Wizards staff. FE 2 stated that though Rasmussen, Nisperos and\n\nDefendant Williams all acknowledged the feedback from Magic buyers that FE 2 and other\n\n\n\n\n 33\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 37 of 86\n\n\n\n\ncommunity managers communicated, he was told not to publicly acknowledge the buyers\u2019\n\nconcerns.\n\n 100. Defendant Williams also privately held these same concerns about the future of\n\nMagic sales. FE 1 explained that Defendant Williams was specifically concerned that Magic\n\ndistributors, laden with excess inventory of Baldur\u2019s Gate and other Magic sets, would not have\n\nsufficient cash flow to purchase new Magic sets. In the second half of 2022, Defendant Williams\n\ntherefore instructed FE 1 to look into granting a line of credit to distributors whose inventory did\n\nnot sell through so that they could still buy the next line of Magic releases. FE 1 specifically\n\nrecalled that Defendant Williams shared her concerns about distributors not being able to buy the\n\nnext sets after Baldur\u2019s Gate with members of the Magic leadership team and commercial teams,\n\nincluding Paul Bazakas, Brian Rose, Brian Trunk and Ken Troop.\n\n 101. By mid-2022, disappointing sales for recent Magic sets underscored to Hasbro\n\nleadership the validity of Defendant Williams\u2019 concerns about the parachute strategy\u2019s damage to\n\nMagic demand. FE 4, who served as a Senior Director of Marketing at Wizards from May of 2022\n\nto June 2024, confirmed that in the latter half of 2022 and into 2023, Defendants knew about and\n\nconsistently discussed concerns regarding Magic set overprinting, weak Magic sales that missed\n\nHasbro\u2019s forecasts, and the risk of diluting the scarcity of Magic products resold on the secondary\n\nmarket. These discussions, FE 4 stated, took place in weekly executive leadership team meetings\n\nhe attended alongside Defendant Williams, Defendant Cocks, and other Company executives,\n\nincluding Hasbro\u2019s CFO.\n\n 102. FE 4 explained that these executive leadership team meetings featured updates on\n\nplanned product launches as well as debriefs after the products had been launched. Specifically,\n\nFE 4 stated, planned Magic sets and sets that had been released were discussed in detail in these\n\n\n\n 34\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 38 of 86\n\n\n\n\nmeetings. During these discussions, Defendants were presented with various metrics showing how\n\nactual sales of Magic sets were trending against Hasbro\u2019s sales and demand forecasts. FE 4 added\n\nthat nobody in these meetings disagreed with the conclusion that Magic sales were suffering, as\n\nthe sales numbers presented in the meetings spoke for themselves.\n\n 103. FE 4 specifically stated that meeting participants, including Defendants, discussed\n\nthe fact that the evident decline in Magic demand was a function of Hasbro\u2019s overprinting of Magic\n\nsets. Presented with this idea, FE 4 said, Defendants asked follow-up questions, and directed\n\nWizards staff to try to sell the unsold sets by introducing different marketing schemes and\n\nconsumer outreach programs.\n\n 104. Confronted with these concerns in the executive leadership team meetings, FE 4\n\nexplained, Defendants further instructed Wizards personnel to reevaluate the \u201ceconomy\u201d for\n\nprinting Magic sets. FE 4 stated that Hasbro evaluated the secondary market for Magic cards, as it\n\nhelped the Company understand how the fan community viewed the economy for cards. The\n\nsecondary market was discussed in executive leadership meetings FE 4 attended.\n\n 105. FE 1 recalled that after the November 14, 2022 release of the BofA Report\n\nconcluding that Hasbro was \u201coverprinting\u201d Magic sets, there was recognition within the Company\n\nthat management had gotten \u201ccaught.\u201d At the staff level, FE 1 said, everyone knew Bank of\n\nAmerica had their number, and Hasbro employees from the line staff up to the director level\n\ncommented that Bank of America got it right with their report.\n\n 106. FE 5 was familiar with the BofA Report when it was published and confirmed that\n\nWizards personnel agreed with its conclusions. When the BofA Report was released, FE 5 recalled,\n\nhe discussed it in a Whatsapp group chat with other former and then-current Wizards employees,\n\nincluding Retail Experience Specialist Andrea Vitali, Senior Commercial Director Davide Bonati,\n\n\n\n 35\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 39 of 86\n\n\n\n\nand Key Account Manager Frank Hanford\u2014who all agreed that the report was accurate. FE 5\n\nrecalled that the group\u2019s members agreed that the \u201coverprinting\u201d described by the report was\n\nsomething they all knew about\u2014and moreover that they were glad the report had been released,\n\nhoping it would serve as a \u201creality check\u201d for Hasbro regarding the Company\u2019s use of Magic as a\n\ncash cow to compensate for revenue shortfalls in other divisions.\n\n 107. FE 4 similarly confirmed that the BofA Report was discussed within Hasbro after\n\nit was released, and that Company leadership acknowledged that Hasbro\u2019s overprinting of Magic\n\nsets was diluting the franchise. FE 3 added that after the BofA Report\u2019s release, he attended a\n\nquarterly business review meeting at which Hasbro executives including Defendant Cocks\n\ndiscussed the report. At that meeting, FE 3 explained, Hasbro executives expressed fear as to\n\nwhether the report was true, and the Company\u2019s communications personnel, including the Investor\n\nRelations team, scrambled to find a response and some way to \u201cfix\u201d the issue. As FE 1 recalled,\n\nthe policy that came from Defendant Cocks and the communications team was to \u201cdeny, deny,\n\ndeny.\u201d These denials, of course, were false.\n\n 2. Unknown to Investors, Hasbro Prematurely Stopped the Sale of the\n Magic 30th Set to Hide Poor Sales, Not Because the Set Was \u201cOut of\n Stock\u201d\n\n 108. Defendant Williams\u2019 fears about a drop-off in Magic consumer demand due to the\n\nmarket impact of overprinted Magic sets continued to come to fruition when Hasbro released the\n\nMagic 30th Set on November 28, 2022. Although Hasbro publicly stated that the set was \u201cout of\n\nstock\u201d shortly after the sale commenced, this was not true. FE 1, who was in the Magic 30th Set\n\n\u201cwar room\u201d on November 28, explained that sales for the set were stopped in a matter of minutes\n\nafter the release went live because it was immediately evident that sales were weaker than\n\nexpected\u2014not because the set was out of stock.\n\n\n\n 36\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 40 of 86\n\n\n\n\n 109. FE 1 explained that personnel at Wizards, including Defendant Williams, had\n\ndeveloped a plan prior to the release date for the Magic 30th Set that called for sales to be cut off\n\nand an \u201cout of stock\u201d message to be posted on the sale website in case sales velocities were\n\n\u201cunderwhelming\u201d after the release went live. Per that predetermined plan, FE 1 recalled, Defendant\n\nWilliams was in constant contact with the war room for the duration of the foreshortened sale, and\n\nKen Troop had the authority to decide to stop sales.\n\n 110. FE 1 stated that Defendant Cocks knew there was a plan to prematurely cut off sales\n\nof the Magic 30th Set due to poor sales velocities before the plan was implemented. FE 3 agreed,\n\nstating that Defendant Cocks would have known about the plan\u2014or, indeed, devised it himself\u2014\n\nbecause he was so deeply involved in planning and executing strategy for Wizards and Magic.\n\n 111. FE 1 stated that when the Magic 30th Set was released at 9:00am Pacific time on\n\nNovember 28, the Wizards personnel in the war room, including FE 1 and Ken Troop, immediately\n\nsaw that sales velocities were weak. When Troop decided to stop the sale and put up the \u201cout of\n\nstock\u201d message, FE 1 said that decision was immediately relayed to Defendant Williams, and\n\nDefendant Williams responded with a thumbs-up, approving the decision. FE 1 also stated that,\n\nper ordinary Company practice, Defendant Cocks would have been told about the results and\n\npremature closing of the sale soon after it happened by either Defendant Williams or Ken Troop.\n\n 112. Other Wizards employees were aware that the Magic 30th Set was not \u201cout of\n\nstock\u201d despite the Company\u2019s public representations to the contrary. FE 6, who served during the\n\nClass Period as a Wizards Play Network liaison between the Company and hundreds of hobby\n\nshops across fourteen U.S. states, confirmed that the Company stopped sales of the Magic 30th\n\nSet in under an hour, having sold only a portion of its available inventory, because the set was not\n\n\n\n\n 37\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 41 of 86\n\n\n\n\nselling well\u2014not because it was out of stock.7 In fact, soon after the set\u2019s release, FE 6 and other\n\nWizards employees saw photos of Magic 30th Sets in a Texas landfill, alongside much older Magic\n\nproduct. FE 6 said that it would not make sense for any Magic 30th Sets to end up in a landfill if\n\nthe set had indeed sold out.\n\n 113. FE 4 confirmed that poor sales and revenue for the Company\u2019s Magic 30th\n\nAnniversary products were discussed in executive leadership team meetings\u2014in particular, these\n\ndiscussions after the set\u2019s release centered on the fact that sales had not met Hasbro\u2019s projections.\n\nFE 4 stated that those projections themselves, and planning for the Magic 30th Set, had also been\n\ndiscussed in meetings prior to the set\u2019s release. Further corroborating the poor sales of the Magic\n\n30th Set, FE 2 recalled that the Company gave each Wizards employee Magic 30th Set packs for\n\nChristmas in 2022. FE 2 stated that when, in response, some Wizards employees mentioned to\n\ntheir managers the Company\u2019s statement that the set had sold out, they were met with shrugs and\n\nraised eyebrows.\n\nV. THE TRUTH IS GRADUALLY REVEALED AS DEFENDANTS CONTINUE\n TO MATERIALLY MISLEAD THE MARKET\n\n A. The Truth Begins to Emerge, But Defendants Continue to Mislead Investors\n\n 114. As noted above, on the morning of November 14, 2022, Bank of America issued\n\nits report that Hasbro had been \u201coverprinting\u201d Magic sets, generating short-term income but\n\nrisking damage to the value of the Magic brand. See supra \u00b6\u00b649-56. On this news, Hasbro\u2019s stock\n\nprice fell by nearly 10%, wiping out approximately $875 million in shareholder value.\n\n\n\n\n7\n FE 6 was a Wizards Play Network Specialist from January 2022 through March 2025. In this\nrole, he served as liaison between the Company and hundreds of hobby shops across fourteen U.S.\nstates, attended monthly sales meetings, and attended weekly Magic meetings that were led by\nMagic VP Ken Troop and featured postmortem analysis after each new product release.\n 38\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 42 of 86\n\n\n\n\n 115. Commentators immediately attributed the 10% drop in Hasbro\u2019s stock price on that\n\nday to the BofA Report. On the day of the report\u2019s publication, for example, IGN published an\n\narticle titled \u201cHasbro Stock Down After Analysts Criticize Handling of Magic: The Gathering.\u201d\n\n 116. In the wake of the BofA Report, however, Defendants denied that Hasbro had\n\nproduced Magic sets for any reason other than its purported \u201csegmentation\u201d strategy. See supra\n\n\u00b6\u00b660-68. Defendants first comforted investors by announcing that the Magic 30th Set released on\n\nNovember 28, 2022, had sold \u201cout of stock\u201d in just over half an hour. Then, when asked directly\n\nabout the BofA Report\u2019s conclusions on a December 8, 2022 investor call, Defendant Williams\n\ntold investors that \u201cthere is no evidence that MAGIC is overprinted,\u201d and asserted, \u201c[W]e print\n\nand reprint products to meet demand from our players.\u201d Analysts and the press credited\n\nDefendants\u2019 denials and reassurances. See supra \u00b6\u00b669-71.\n\n 117. But these denials and reassurances were false and, at minimum, highly misleading.\n\nAs FE 1 confirmed, Hasbro had long employed its \u201cparachute\u201d strategy\u2014overprinting Magic sets\n\nto make up for poor performance elsewhere in the Company\u2014and did not change this strategy\n\nafter the BofA Report was released. Further, multiple former employees confirmed, and\n\nDefendants later admitted, that the Magic 30th Set had not in fact sold \u201cout of stock\u201d\u2014Hasbro had\n\ninstead prematurely cut off sales when it became apparent that the set was not selling well. See\n\nsupra \u00b6\u00b6108-13; infra \u00b6\u00b6129-31.\n\n B. The Truth Continues to Emerge When Hasbro Announces Worse-Than-\n Expected Wizards Revenue\n\n 118. The truth about Hasbro\u2019s overproduction of Magic sets\u2014and the poor sales of the\n\nMagic 30th Set\u2014was further revealed when Hasbro announced that Wizards\u2019 revenue for the fiscal\n\nfourth quarter of 2022 had substantially missed the Company\u2019s guidance and analysts\u2019\n\nexpectations.\n\n\n 39\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 43 of 86\n\n\n\n\n 119. After market close on January 26, 2023, Hasbro issued a press release previewing\n\nits financial results for the fiscal fourth quarter and full year of 2022. The release announced that\n\nWizards\u2019 year-over-year fourth quarter revenue growth had substantially missed Hasbro\u2019s\n\nguidance and analysts\u2019 expectations by double-digits percentages. Wizards\u2019 growth for the full\n\nfiscal year 2022 was thus also lower than analysts had forecasted.\n\n 120. Quoting Defendant Cocks, the press release also stated that Hasbro\u2019s Consumer\n\nProducts division had \u201cunderperformed\u201d in the fourth quarter\u2014an underperformance exposed by\n\nWizards\u2019 failure to generate enough compensatory revenue under Defendants\u2019 \u201cparachute\u201d plan.\n\nThe release also disclosed that Hasbro would \u201celiminat[e] . . . approximately 15% of its global\n\nworkforce\u201d in the coming year, and announced the departure of the Company\u2019s COO, who had\n\noverseen the Consumer Products division.\n\n 121. The poorer-than-expected Wizards results announced in the January 26 release\u2014\n\non the heels of what BMO analysts called \u201cone of the biggest [Magic] release quarters in history\u201d\u2014\n\nconfirmed that, as the BofA Report had indicated, Hasbro was \u201coverprinting\u201d Magic sets not\n\npursuant to the Company\u2019s purported print-to-demand segmentation strategy, but instead to\n\ngenerate short-term revenue to cover for shortfalls elsewhere in the Company.\n\n 122. Reiterating their November thesis, Bank of America analysts wrote in a January 27,\n\n2023 report that they \u201c[r]emain[ed] cautious on the Magic business\u201d and \u201cHAS\u2019s fundamental\n\ngrowth drivers,\u201d reiterating their \u201cUnderperform\u201d rating for the Company and stressing their\n\n\u201cconcern[] that the company has been overproducing Magic: The Gathering in a worsening\n\neconomic backdrop, which could damage the long-term value of the brand.\u201d\n\n 123. In an article published following Hasbro\u2019s full earnings announcement, the New\n\nYork Times cited the BofA Report to explain Wizards\u2019 worse-than-expected results, adding that\n\n\n\n 40\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 44 of 86\n\n\n\n\n\u201cHasbro faces challenges making Magic even bigger, particularly player fatigue brought on by the\n\nrelease of 39 new card sets last year, up from 15 in 2019, according to an analysis by Bank of\n\nAmerica.\u201d A Global Toy News article published a day later similarly emphasized Bank of\n\nAmerica\u2019s continued drumbeat about Magic\u2019s overprinting in light of Wizards\u2019 disappointing\n\nresults, reiterating that Wizards and Magic \u201care the tail that wags the Hasbro dog.\u201d\n\n 124. A January 26, 2023 UBS report drew explicit connections between the performance\n\nof Wizards and that of Consumer Products\u2014the very same connection that had long been\n\nrecognized within the Company in the implementation of the \u201cparachute\u201d strategy. As the UBS\n\nanalysts made clear, the quarter\u2019s Wizards results, which came \u201camid significant concerns over\n\nM[agic] growth,\u201d were all the more important in light of poor Consumer Products earnings: \u201c[I]f\n\nthe investment thesis for Hasbro was heavily dependent on where Wizard business is headed,\n\ntoday\u2019s results highlight that dependence even further.\u201d Analysts from Truist, in a report\n\npublished on January 26, 2023 and subtitled \u201cLittle Magic to Speak Of,\u201d echoed these concerns,\n\nwriting that \u201cthe shortfall in Hasbro\u2019s key growth business\u201d\u2014i.e., disappointing Wizards\n\nearnings\u2014\u201cwill stimulate greater concerns around Hasbro\u2019s ability to grow in [20]23.\u201d\n\n 125. In a report published the same day, D.A. Davidson analysts quantified the Wizards\n\nshortfall, writing that despite Wizards\u2019 22% year-over-year fourth quarter revenue increase,\n\nWizards had underperformed the \u201castronomical [40%] Y/Y growth in 4Q22\u201d that Defendants had\n\n\u201cstuck to their script\u201d in consistently projecting. Wizards\u2019 fourth quarter revenue growth of 22%\n\nhad even underperformed D.A. Davidson\u2019s much more conservative 25% estimate\u2014and all\n\nagainst the backdrop of a Consumer Products shortfall of \u201csurprising\u201d magnitude. Alarmed, the\n\nD.A. Davidson report concluded that these results \u201craise[] questions about what is going on\n\n\n\n\n 41\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 45 of 86\n\n\n\n\ninternally in the company that causes them to issue projections that seem too optimistic to\n\noutsiders and end up being so way off.\u201d\n\n 126. Similarly, BMO Capital Markets analysts\u2014just weeks after writing that Magic\n\ncould be \u201csaturated\u201d and was facing a \u201csoftening adult collector market\u201d\u2014published a January 26,\n\n2023 report titled \u201cTragic the Gathering,\u201d pointing out that Wizards\u2019 reported 22% fourth quarter\n\nyear-over-year revenue growth had substantially missed their 36% growth forecast. Goldman\n\nSachs analysts, in their own January 26, 2023 report, similarly noted that \u201cW[izards] revenue\n\nmissed\u201d their expectations\u2014which had been even higher than BMO\u2019s\u2014and that \u201cinvestor\n\nconcerns around the outlook for Magic The Gathering have been a key area of focus.\u201d\n\nAccordingly, the report asked, \u201cIs the outlook for a doubling of Wizards of the Coast revenue by\n\n2027 still intact?\u201d\n\n 127. In the days after the January 26 disclosure, analysts continued to express concern\n\nover the lower-than-expected Wizards results\u2014and maintained their focus on the impact of\n\nuncertainties about Magic\u2019s growth stemming from the now-evident overprinting and its impacts.\n\nIn a January 30, 2023 report titled \u201cHasbro and the Terrible, Horrible, No Good, Very Bad\n\nQuarter,\u201d Pacific Square Research analysts framed the quarter\u2019s poor Wizards results, which\n\n\u201cmissed guidance by 11.7%,\u201d with reference to Magic overproduction: \u201c[Hasbro] has pitched\n\ninvestors on the long run growth and profitability of the Wizards segment. But 2022 has proven\n\nto be a disappointment. We\u2019ve recently noted the excessive number of new card issuances[ and]\n\nthe less than successful 30th anniversary card drop.\u201d\n\n 128. Investors were harmed by Defendants\u2019 misrepresentations about the overprinting\n\nof Magic sets to generate near-term revenues at the expense of the franchise\u2019s future. Following\n\n\n\n\n 42\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 46 of 86\n\n\n\n\nthe January 26, 2023 revelation, the price of Hasbro\u2019s common stock fell by over 8%, wiping out\n\nover $700 million in shareholder value.\n\n 129. Defendants soon admitted that the Magic 30th Set had not in fact gone \u201cout of\n\nstock\u201d a mere half-hour after its release, contrary to their representations at the time and afterward.\n\nSpecifically, on Hasbro\u2019s February 16, 2023 earnings call for the fiscal fourth quarter and full year\n\nof 2022, Defendant Cocks called the Magic 30th Set a \u201cchallenge[]\u201d to Wizards\u2019 growth and\n\nadmitted that it adversely \u201cimpact[ed] Q4 results.\u201d\n\n 130. On the same call, Defendant Cocks admitted that percolating concerns about Magic\n\nset overprinting would require Hasbro to change course. Fielding an analyst\u2019s question about\n\nwhether the Company expected Magic to grow in 2023, Defendant Cocks responded, \u201c[Magic]\n\ngrowth will be a bit moderated versus what we saw in prior years. We\u2019re taking some of the\n\nfeedback to heart.\u201d\n\n 131. Analysts quickly reacted, reporting on the quantifiable impact of the poor sales of\n\nthe Magic 30th Set that Defendants had hidden, as well as the evident weakness in the Company\u2019s\n\ngrowth strategy for Wizards. In a report released the same day, for example, J.P. Morgan analysts\n\nhighlighted that the \u201c[Magic 30th Set] Drove [the] 4Q Wizards Miss,\u201d and reported that the\n\nCompany had \u201ccited a ~10 point impact to 4Q growth in the Wizards segment from the miss-\n\npricing [sic] of [the Magic 30th Set].\u201d In their February 16 report, Goldman Sachs analysts\n\nmaintained their \u201cNeutral\u201d rating on Hasbro, citing their \u201cconservatism around the company\u2019s\n\nability to execute against scaling the Wizards [] strategy.\u201d\n\n 132. True to Defendant Cocks\u2019 admission, Magic growth was indeed moderated through\n\n2023, as Hasbro adjusted to the revelation of the harm to Magic caused by the Company\u2019s\n\n\u201cparachute\u201d set overprinting strategy. After years of massive growth in the number of Magic box\n\n\n\n 43\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 47 of 86\n\n\n\n\nsets the Company released\u2014from eight in 2019 to twenty-six in 2022\u2014Hasbro pulled back,\n\ndecreasing Magic box set releases to a relatively modest twenty-four in 2023.\n\n 133. Further, Wizards soon cut back on the number of Secret Lair sets it would sell,\n\nswitching from the print-to-demand model it had used from 2020 through 2023 to a limited print\n\nrun for each set. This announcement came in January 2024, which was exactly one year\u2014or, per\n\nFE 1, roughly how long it took the Company to make its condensed-timeline parachute sets\u2014after\n\nthe truth about Hasbro\u2019s overproduction of Magic sets was revealed. Whereas prior to January\n\n2024 the Company overprinted Secret Lair sets to generate short-term sales, it would now sell far\n\nfewer sets in each release\u2014which would, of course, mitigate the devaluation of the reprinted cards\n\non the secondary market.\n\n 134. After the market learned that Hasbro had overprinted Magic sets and thereby\n\nharmed the Magic franchise and Magic set sales, investors turned their focus to Wizards\u2019\n\nstubbornly elevated inventory levels. On April 27, 2023, Hasbro held its earnings call for the fiscal\n\nfirst quarter of 2023. On that call, Defendant Cocks addressed the Company\u2019s persistently elevated\n\nWizards\u2019 inventories, assuring investors that, while \u201c[o]ur owned inventory is up a bit,\u201d most of\n\nthat was due to \u201cthe nature of Wizards production.\u201d Specifically, Defendants assured investors\n\nthat the \u201chigher Wizards of the Coast inventories\u201d were due to \u201cthe timing of [Magic] releases\n\nthis year,\u201d including a release in \u201cmid-April\u201d and another \u201cshortly before the start of Q3\u201d\u2014i.e.,\n\nnot due to past overprinting of Magic sets.\n\n 135. Defendants continued to reassure investors that Wizards inventories were elevated\n\nbecause of the production of Magic sets that would be sold in future releases, not because the\n\nCompany still owned unsold Magic sets left over from past releases. On May 3, 2023, Hasbro filed\n\nits Form 10-Q for the fiscal first quarter of 2023 with the SEC. The Form 10-Q, which was signed\n\n\n\n 44\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 48 of 86\n\n\n\n\nby Defendant Cocks, stated that \u201c[t]he increase in [Hasbro\u2019s inventories] during the first quarter\n\nof 2023 was driven primarily by higher inventory balances within the Wizards of the Coast and\n\nDigital Gaming segment, most notably in anticipation of several upcoming MAGIC: THE\n\nGATHERING set releases.\u201d\n\n 136. Analysts credited Defendants\u2019 explanations that the elevated Wizards inventories\n\nwere due to upcoming Magic set releases, and not unsold past Magic sets. For example, BMO\n\nanalysts wrote in an April 28, 2023 report that Hasbro\u2019s \u201cowned inventory was up +11% at the\n\nend of the quarter due to [the] Magic the Gathering release schedule.\u201d A Roth MKM report\n\npublished the same day similarly stated that elevated inventories were \u201cdue to the timing of 2Q\n\nMagic: The Gathering set releases.\u201d In another report published on June 14, 2023, Roth MKM\n\nanalysts likewise reiterated that the increase in \u201cowned inventories was a reflection of timing\n\nassociated with product launches for Magic: The Gathering.\u201d\n\n 137. However, Defendants\u2019 reassurances were false and misleading. In truth, and\n\nunknown to investors during the Class Period, this elevated Wizards inventory was due to Magic\n\nsets from past releases that had gone unsold because of Hasbro\u2019s unsustainable overprinting of\n\n\u201cparachute\u201d sets. As FE 4 explained, disappointing Magic sales during 2022 consistently missed\n\ninternal Company forecasts. See supra \u00b6\u00b6101-04. These disappointing sales\u2014not \u201cthe nature of\n\nWizards production\u201d or \u201cthe timing of [Magic] releases\u201d in 2023\u2014left Hasbro with a glut of old\n\nMagic sets. For example, as former employees explained, the Baldur\u2019s Gate parachute set released\n\nin mid-2022 did not sell out, and Hasbro still had leftover unsold inventory of the Magic 30th Set\n\nafter Defendants falsely represented that the set was out of stock in November 2022. See supra\n\n\u00b6\u00b697, 112. Indeed, elevated Wizards inventories were so stuffed with old, obsolete Magic sets that\n\n\n\n\n 45\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 49 of 86\n\n\n\n\nthe Company was ultimately forced to bear \u201chigh[] inventory obsolescence charges,\u201d which cut\n\ninto Wizards\u2019 2023 operating profit. See infra \u00b6139.\n\n C. The Truth Fully Emerges When Hasbro Reveals Higher-Than-Expected\n Wizards Inventory Levels\n\n 138. The truth about the obsolete unsold Magic sets in Wizards\u2019 elevated inventories\u2014\n\nand thus the full truth about the extent of the damage to the Magic brand from Hasbro\u2019s parachute\n\nstrategy of overprinting Magic sets\u2014was finally revealed on October 26, 2023. Before the market\n\nopened that day, Hasbro released its earnings report for the fiscal third quarter of 2023, which\n\nrevealed that Wizards inventories remained more stubbornly elevated than inventories elsewhere\n\nin the Company. Specifically, Hasbro stated that they had \u201c[r]educed owned inventory [by] 27%\u201d\n\ncompanywide, but that Consumer Products inventories decreased by 34%. As FE 5 confirmed,\n\nWizards was the only other Hasbro division that carried inventory; thus, by mathematical\n\nnecessity, Wizards inventory had improved less than the Company\u2019s inventories as a whole. On\n\nthe Company\u2019s earnings call later that day, Hasbro reiterated that the \u201creduc[tion in] total owned\n\ninventory\u201d was \u201cprimarily driven by [the] reduction in [non-Wizards] inventory,\u201d and cut its\n\nguidance for the year, announcing a $50 million \u201conetime cost\u201d to \u201cmove through inventory,\u201d\n\nincluding \u201cextra marketing\u201d and \u201cextra obsolescence cost[s].\u201d\n\n 139. This disclosure\u2014that Wizards inventories remained so persistently high nearly ten\n\nmonths into 2023, even relative to inventories elsewhere in the Company, and even as Hasbro\n\ntouted \u201csolid performance on Magic\u201d\u2014belied Defendants\u2019 earlier statements that high Wizards\n\ninventories were due to production of upcoming Magic set releases, including in approximately\n\nthe fiscal second and third quarters of the year. The October 26 disclosure thus made clear that,\n\ncontrary to Defendants\u2019 statements, Wizards inventories indeed contained old, unsold Magic sets\n\nleft over from past releases\u2014as Hasbro ultimately admitted when it revealed that the decrease in\n\n\n 46\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 50 of 86\n\n\n\n\nWizards operating profit in 2023 was \u201cdriven primarily\u201d by \u201chigh[] inventory obsolescence\n\ncharges.\u201d\n\n 140. Analysts reacted swiftly and severely to this news. In a report published on October\n\n27, 2023, for example, Roth MKM analysts repeated the Company\u2019s disclosure that \u201cowned\n\ninventory . . . is down 27% y/y, including a 34% reduction for Consumer Products,\u201d and\n\naccordingly slashed their expectations for Wizards growth by more than half, from 16.5% to 7%.\n\n 141. Investors were harmed by Defendants\u2019 misrepresentations about the nature and\n\nextent of Hasbro\u2019s Magic inventory. Following the October 26, 2023 revelation, the price of\n\nHasbro\u2019s common stock fell by over 16.3%, wiping out over $1.2 billion in shareholder value.\n\nThrough the November 14, 2022, January 26, 2023, and October 26, 2023 disclosures described\n\nherein, Hasbro\u2019s stock price fell by more than 34%, erasing over $2.7 billion of shareholder value.\n\nVI. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\n\n 142. As described herein, Defendants made materially false and misleading statements\n\nand omissions on several dates throughout the Class Period.\n\n A. September 16, 2021 \u2013 Investor Call\n\n 143. On September 16, 2021, Stifel, Nicolaus and Company held a call focused on\n\nWizards of the Coast and featuring Defendant Cocks, who at the time was President of Wizards.\n\n 144. On the call, the moderator asked Defendant Cocks about \u201cthe key drivers . . . behind\n\n[Magic] performance over the last couple of years.\u201d In response, Defendant Cocks told investors,\n\n\u201cWe\u2019ve been driving our growth to date on kind of a play-based segmentation,\u201d explained that\n\nthe \u201csegmentation\u201d strategy consisted of marketing products to \u201cfour segments,\u201d i.e., competitive\n\nplayers, arena players, social players and collectors, and reiterated that this strategy \u201cha[d] really\n\ndriven MAGIC\u2019s growth, and we see continuing to drive MAGIC\u2019s growth moving forward.\u201d\n\n\n\n 47\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 51 of 86\n\n\n\n\n 145. Defendant Cocks\u2019 statements highlighted in \u00b6144 above were materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Cocks to state\n\nthat the Company\u2019s purported print-to-demand \u201csegmentation\u201d strategy drove Magic\u2019s growth,\n\nwhile omitting that, in truth\u2014as former Hasbro employees have explained\u2014Hasbro drove\n\nMagic\u2019s growth by unsustainably overprinting \u201cparachute\u201d sets to generate short-term revenue to\n\nmake up for shortfalls in its Consumer Products business and elsewhere in the Company. See supra\n\n\u00b6\u00b676-107.\n\n 146. The moderator also asked Defendant Cocks, \u201cShould we expect a more regular\n\ncadence of [Magic] card releases going forward?\u201d In response, Defendant Cocks first emphasized\n\n\u201cthinking about the customers and what they want,\u201d and then explained that Magic was \u201cnot\n\ntrying to build one product for one customer that has to buy everything,\u201d because \u201cthe real\n\ngrowth and the real driver for us has been thinking about things on a segmented basis.\u201d\n\n 147. Defendant Cocks\u2019 statements highlighted in \u00b6146 above were materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Cocks to assert\n\nthat the cadence of Magic releases was due to \u201cthinking about . . . what [customers] want\u201d and\n\n\u201cthinking about things on a segmented basis,\u201d when in truth\u2014as former Hasbro employees have\n\nexplained\u2014the cadence and schedule of Magic releases was determined by Hasbro\u2019s strategy of\n\ncompensating for poor anticipated results elsewhere in the Company by overprinting and releasing\n\nparachute sets in specific quarters. See supra \u00b6\u00b676-107.\n\n 148. Citing examples of products released as part of the segmentation strategy,\n\nDefendant Cocks further stated during the investor conference that \u201cwe\u2019ve done new things like\n\nour Secret Lair card drops . . . for th[e collector] segment.\u201d\n\n\n\n\n 48\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 52 of 86\n\n\n\n\n 149. Defendant Cocks\u2019 statement highlighted in \u00b6148 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Cocks to state\n\nthat \u201cSecret Lair card drops\u201d had been printed \u201cfor t[he collector] segment,\u201d when in truth, as\n\nformer Hasbro employees have explained, Secret Lair sets were simply a standardized line of\n\nparachute sets, full of reprinted cards, that Hasbro created to generate short-term revenue to make\n\nup for shortfalls elsewhere in the Company. See supra \u00b6\u00b683-85. As such, these sets in fact diluted\n\ncard values on the secondary market that Magic collectors participated in. See, e.g., supra \u00b692.\n\n B. November 11, 2021 \u2013 Jefferies Global Interactive Entertainment Conference\n\n 150. On November 11, 2021, Defendant Cocks appeared at the Jefferies Global\n\nInteractive Entertainment Conference. Asked to \u201ctalk a little bit about how the [Hasbro Brand]\n\nBlueprint allows [Magic] to experience that explosive growth,\u201d Defendant Cocks responded, \u201cWe\n\ndrove all new segmentation for how we think about our product lines.\u201d\n\n 151. Defendant Cocks\u2019 statement highlighted in \u00b6150 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Cocks to state\n\nthat the driver of Magic\u2019s \u201cexplosive\u201d growth was \u201csegmentation,\u201d while omitting that, in truth\u2014\n\nas former Hasbro employees have explained\u2014Magic\u2019s growth was driven by Hasbro\u2019s\n\nunsustainable practice of printing \u201cparachute\u201d sets to generate short-term revenue to make up for\n\nshortfalls elsewhere in the Company. See supra \u00b6\u00b676-107.\n\n C. October 18, 2022 \u2013 Q3 2022 Earnings Call\n\n 152. On October 18, 2022, the Company held its earnings call for the fiscal third quarter\n\nof 2022. On that call, Defendant Williams addressed the following question from a securities\n\nanalyst about investor concern regarding Magic: \u201cThere\u2019s been some investor concern that there\u2019s\n\nmaybe been too many MAGIC releases in a short time frame. There\u2019s some talk of wallet fatigue\n\namong the players out there. We\u2019ve seen the secondary market prices come down a bit. So, I\u2019m\n\n 49\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 53 of 86\n\n\n\n\ncurious just what\u2019s your response to that concern that there\u2019s just a lot of MAGIC product coming\n\nall at once?\u201d Defendant Williams responded, \u201c[Y]ou\u2019ve got the same number of sets happening\n\nin a year in the hobby channel.\u201d\n\n 153. Defendant Williams\u2019 statement highlighted in \u00b6152 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Williams to\n\nrepresent that the number of Magic sets printed annually was sustainable by describing the set\n\nrelease cadence as \u201cthe same number of sets happening in a year,\u201d while omitting that, in truth\u2014\n\nas former Hasbro employees have explained\u2014the increasing total number of annual Magic set\n\nreleases, and Magic\u2019s growth, was driven by Hasbro\u2019s unsustainable practice of printing\n\n\u201cparachute\u201d sets to generate short-term revenue to make up for shortfalls elsewhere in the\n\nCompany. See supra \u00b6\u00b676-107.\n\n D. November 28, 2022 \u2013 Release of the Magic 30th Set\n\n 154. On November 28, 2022, Hasbro released the pivotal Magic 30th Set in an online\n\nsale beginning at 9:00am Pacific time. Within roughly half an hour of the release, Defendants\n\nposted a message on the release website that the Magic 30th Set was \u201cout of stock.\u201d\n\n 155. Defendants\u2019 statement highlighted in \u00b6154 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendants to state that the\n\nMagic 30th Set was \u201cout of stock\u201d because, when that message was posted, the Magic 30th Set\n\nwas not \u201cout of stock.\u201d As former Hasbro employees have explained, Defendants prematurely cut\n\noff sales of the Magic 30th Set pursuant to a predetermined plan soon after its release because\n\ninitial sales velocities indicated that the set was not selling well, and stock of the Magic 30th Set\n\nwas thus left over when Defendants posted the false \u201cout of stock\u201d message on the release website.\n\nSee supra \u00b6\u00b6108-113.\n\n\n\n 50\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 54 of 86\n\n\n\n\n E. December 8, 2022 \u2013 Hasbro Special Call\n\n 156. On December 8, 2022, Defendant Cocks and Defendant Williams addressed\n\ninvestors\u2019 concerns over the BofA Report and questions about the Magic 30th Set release in a\n\nspecial investor call that was explicitly \u201cfocus[ed]\u201d on Magic \u201cand Hasbro\u2019s long-term strategy\n\nfor its gaming business.\u201d\n\n 157. On that call, a UBS analyst asked Defendant Williams, \u201c[I]f it isn\u2019t price, are you\n\nreleasing then more product this year? Could you sort of go through pillars of growth for Magic?\u201d\n\nDefendant Williams responded: \u201cOur growth is coming from both our customer and product\n\nsegmentation strategy . . . [a]nd as a result, we\u2019re serving more player segments [than ]ever before,\n\nand so th[at]\u2019s going to shift [] how many SKUs we released in a year.\u201d Defendant Williams\n\nfurther stated: \u201cOur growth has come from monetizing more player segments and not just from\n\nincreasing the spend of the same core set of players, and our product release schedule really\n\nreflects that.\u201d On the same call, Defendant Cocks touted segmentation as the reason the Company\n\nhad \u201ceither tripled or come close to triple the overall Magic business\u201d over the prior\n\napproximately six years, and stated: \u201c[W]hen we look at how we think about growing Magic over\n\ntime . . . it\u2019s about leaning into our segmentation strategy.\u201d\n\n 158. Defendant Cocks\u2019 and Defendant Williams\u2019 statements highlighted in \u00b6157 above\n\nwere materially false and misleading when made. It was false and, at minimum, misleading for\n\nDefendant Cocks and Defendant Williams to attribute Magic \u201cgrowth\u201d and success, the \u201cshift in\n\nhow many [Magic] SKUs we[re] released in a year,\u201d and the Magic \u201cproduct release schedule\u201d to\n\nthe Company\u2019s purported segmentation strategy. In truth, as former Hasbro employees have\n\nexplained, Magic\u2019s growth and success, the increasing number of Magic SKUs, and the Magic set\n\nrelease schedule were all driven by Hasbro\u2019s unsustainable overprinting of \u201cparachute\u201d sets\u2014\n\n\n\n 51\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 55 of 86\n\n\n\n\nincluding at least 18 of the 39 sets released in 2022\u2014to make up for revenue shortfalls elsewhere\n\nin the Company. See supra \u00b6\u00b676-107.\n\n 159. On the special call, Defendant Williams was then asked to \u201canswer\u201d the \u201cclaim that\n\nyou\u2019re printing too many cards,\u201d and responded that \u201cthere is no evidence that Magic is\n\noverprinted.\u201d The UBS analyst then noted that \u201c[t]here has been some chatter . . . that [secondary\n\nmarket card] values are coming down because you\u2019re printing too much,\u201d and asked, \u201cIs that\n\nsomething that you keep track of? Is that something that concerns you?\u201d In response, Defendant\n\nWilliams stated flatly: \u201c[W]e print and reprint products to meet demand from our players.\u201d\n\nDefendant Williams also stated that Wizards had \u201cexpanded the number of booster product types\u201d\n\nand \u201csmaller print run products\u201d released during the year in order \u201cto meet player preferences.\u201d\n\n 160. Defendant Williams\u2019 statements highlighted in \u00b6159 above were materially false\n\nand misleading when made. It was false and, at minimum, misleading for Defendant Williams to\n\nstate that there was \u201cno evidence that Magic is overprinted,\u201d that Hasbro \u201cprint[s] and reprint[s]\n\nproducts to meet demand from [its] players,\u201d and that the Company had printed more Magic sets\n\n\u201cto meet player preferences.\u201d In truth, as former Hasbro employees have explained, Hasbro\n\noverprinted \u201cparachute\u201d Magic sets\u2014including at least 18 of the 39 sets released in 2022\u2014not to\n\nmeet demand from player segments under the purported \u201csegmentation\u201d strategy, but instead to\n\nmake up for revenue shortfalls elsewhere in the Company at the risk of long-term harm to the\n\nMagic brand. See supra \u00b6\u00b676-107. As former Hasbro employees further explained, there was in\n\nfact \u201cevidence that Magic [wa]s overprinted\u201d by the time Defendant Williams made these\n\nstatements, including that demand for Magic was waning and Magic set sales were consistently\n\nmissing Hasbro\u2019s internal forecasts. See supra \u00b6\u00b697-104.\n\n\n\n\n 52\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 56 of 86\n\n\n\n\n 161. On the same call, Defendant Williams also assuaged investors\u2019 worries about the\n\nsuccess of the Magic 30th Set, stating, \u201c[S]ometimes we step back and look[] to customer feedback\n\nlike we did on our recent 30th anniversary edition, where we scaled back the expected supply to\n\nensure a great collector experience.\u201d\n\n 162. Defendant Williams\u2019 statement highlighted in \u00b6161 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendant Williams to assure\n\ninvestors that Hasbro had \u201cscaled back the expected supply\u201d of the Magic 30th Set well in advance\n\nof the sale \u201cto ensure a great collector experience\u201d in response to player feedback. In truth, as\n\nformer Hasbro employees have explained, Defendants prematurely cut off sales of the Magic 30th\n\nSet to cover up the fact that the set would sell poorly, which had been made apparent by slow sales\n\nvelocities immediately after its release. See supra \u00b6\u00b6108-113. As multiple knowledgeable former\n\nemployees inside Wizards further confirmed, unsold inventory of the Magic 30th Set was thus left\n\nover when Defendants issued the \u201cout of stock\u201d message on the Company\u2019s website. See supra\n\n\u00b6113.\n\n F. April 27, 2023 \u2013 Q1 2023 Earnings Call\n\n 163. On April 27, 2023, Hasbro held its earnings call for the fiscal first quarter of 2023.\n\nOn that call, Defendant Cocks addressed the Company\u2019s persistently elevated inventory levels,\n\nstating, \u201cOur owned inventory is up a bit, but most of that has to do with kind of the nature of\n\nWizards production.\u201d The Company\u2019s CFO added that \u201chigher Wizards of the Coast inventories\u201d\n\nwere due to \u201cthe timing of [Magic] releases this year,\u201d including the \u201cMarch of the Machines\n\nrelease [in] mid-April\u201d and \u201cUniverses Beyond: The Lord of the Rings, Tales of the Middle-Earth\n\nshortly before the start of Q3.\u201d8\n\n\n8\n Former employees confirmed that Hasbro\u2019s then-CFO, Deborah Thomas, attended regular\nexecutive-level meetings with Defendants Cocks and Williams during the Class Period. In these\n 53\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 57 of 86\n\n\n\n\n 164. Defendants\u2019 statements highlighted in \u00b6163 above were materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendants to attribute\n\nHasbro\u2019s elevated owned inventory level to \u201cthe nature of Wizards production,\u201d and specifically\n\nto \u201cthe timing of [Magic] releases\u201d later in the year. In truth, the Company\u2019s elevated Wizards\n\ninventory was due to Magic sets from past releases that had gone unsold because of Hasbro\u2019s\n\nunsustainable overprinting of \u201cparachute\u201d sets. Former Hasbro employees have explained that\n\ndisappointing Magic sales during 2022 consistently missed internal Company forecasts. See supra\n\n\u00b6\u00b6101-104. These disappointing sales\u2014not \u201cthe nature of Wizards production\u201d or \u201cthe timing of\n\n[Magic] releases\u201d in 2023\u2014left Hasbro with a glut of old Magic sets, which ultimately caused a\n\ndecrease in Wizards operating profit \u201cdriven primarily\u201d by \u201chigh[] inventory obsolescence\n\ncharges.\u201d For example, as confirmed by former Hasbro employees, the Baldur\u2019s Gate set released\n\nin mid-2022 did not sell out, and Hasbro still had leftover stock of the Magic 30th Set after\n\nDefendants falsely represented that the set was out of stock in November 2022. See supra \u00b6\u00b697,\n\n113.\n\n G. May 3, 2023 \u2013 Form 10-Q\n\n 165. On May 3, 2023, Hasbro filed its Form 10-Q for the fiscal first quarter of 2023 with\n\nthe SEC. In the Form 10-Q, which was signed by Defendant Cocks, the Company stated that \u201c[t]he\n\nincrease in [Hasbro\u2019s inventories] during the first quarter of 2023 was driven primarily by higher\n\ninventory balances within the Wizards of the Coast and Digital Gaming segment, most notably\n\nin anticipation of several upcoming MAGIC: THE GATHERING set releases.\u201d\n\n\n\nmeetings, Thomas, Defendants, and other meeting participants discussed Company\u2019s\ndisappointing Magic set sales, and nobody in these meetings disagreed with the conclusion that\nMagic sales were suffering. See supra \u00b6\u00b6101-104. These disappointing sales left Hasbro with a\nglut of unsold Magic sets. Thomas thus either made this statement with the knowledge that it was\nfalse and misleading or recklessly disregarded whether this statement was false and misleading.\n 54\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 58 of 86\n\n\n\n\n 166. Defendants\u2019 statement highlighted in \u00b6165 above was materially false and\n\nmisleading when made. It was false and, at minimum, misleading for Defendants to attribute\n\nHasbro\u2019s \u201chigher inventory balances within [Wizards]\u201d to inventories kept \u201cin anticipation of\n\nseveral upcoming [Magic] set releases,\u201d when in truth, the Company\u2019s elevated Wizards inventory\n\nwas due to Magic sets from past releases that had gone unsold because of Hasbro\u2019s unsustainable\n\noverprinting of \u201cparachute\u201d sets. Former Hasbro employees have explained that the disappointing\n\nMagic sales during 2022 consistently missed internal Company forecasts. See supra \u00b6\u00b6101-104.\n\nThese disappointing sales\u2014not \u201cupcoming [Magic] releases\u201d in 2023\u2014left Hasbro with a glut of\n\nold Magic sets, which ultimately caused a decrease in Wizards operating profit \u201cdriven primarily\u201d\n\nby \u201chigh[] inventory obsolescence charges.\u201d For example, as confirmed by former Hasbro\n\nemployees, the Baldur\u2019s Gate set released in mid-2022 did not sell out, and Hasbro still had leftover\n\nstock of the Magic 30th Set after Defendants falsely represented that the set was out of stock in\n\nNovember 2022. See supra \u00b6\u00b697, 113.\n\nVII. DEFENDANTS\u2019 MISREPRESENTATIONS AND OMISSIONS WERE\n MATERIAL TO INVESTORS\n\n 167. Defendants\u2019 false and misleading statements and omissions were material to\n\ninvestors, as demonstrated by the facts below as well as the facts discussed above.\n\n 168. First, Wizards was the Company\u2019s most important division. See supra \u00b6\u00b634-35.\n\nMagic was the most important brand within Wizards\u2014and the Company\u2019s most important brand\n\noverall. See supra \u00b636. Meanwhile, at least 46% of the Magic sets Hasbro released in 2022 were\n\n\u201cparachute\u201d sets printed to generate short-term revenue to make up for shortfalls elsewhere in the\n\nCompany. See supra \u00b690.\n\n 169. Second, analysts, investors, and Hasbro\u2019s executive leadership, including the\n\nExecutive Defendants, were all highly focused on the performance and growth of Wizards\u2014and\n\n\n 55\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 59 of 86\n\n\n\n\nMagic in particular\u2014which demonstrates their importance to the Company. See supra \u00b6\u00b637-48.\n\nIndeed, in the wake of the BofA Report, Hasbro held a special investor call with UBS specifically\n\n\u201cfocus[ed]\u201d on Magic \u201cand Hasbro\u2019s long-term strategy for its gaming business,\u201d during which\n\nDefendants faced questions about the BofA Report and repeatedly denied its conclusions. See\n\nsupra \u00b6\u00b664-68.\n\n 170. Third, Defendants frequently repeated their misrepresentations and omissions\n\nduring the Class Period, many times nearly verbatim, see supra \u00b6\u00b6142-66, demonstrating that\n\nDefendants felt it was important that the market heard, took note of, and believed this information.\n\n 171. Fourth, Magic set overprinting, the failure of the Magic 30th Set, and the glut of\n\nold Magic sets in Hasbro\u2019s inventory significantly impacted the Company\u2019s financial health and\n\nstock price, demonstrating that Defendants\u2019 misstatements and omissions on those topics were\n\nmaterial to investors. Magic\u2019s performance suffered, and Wizards significantly missed analysts\u2019\n\nconsensus expectations for its performance in the fourth quarter and full year of 2022, as a result\n\nof Hasbro\u2019s practice of overprinting Magic sets to make up for expected revenue shortfalls\n\nelsewhere in the Company in specific quarters\u2014and the consequent failure of the Magic 30th Set.\n\nSee supra \u00b6\u00b6114-33. Because Wizards\u2019 performance was essential to the financial health of the\n\nCompany as a whole amid suffering Consumer Products sales, the segment\u2019s miss also meant that\n\nthe Company as a whole performed worse than analysts and investors expected. And Hasbro\u2019s\n\noverprinting of Magic sets, which remained in the Company\u2019s bloated inventory, ultimately led to\n\na decrease in Wizards\u2019 operating profit in 2023 that was \u201cprimarily\u201d driven by \u201cinventory\n\nobsolescence charges.\u201d The BofA Report\u2019s November 2022 analysis of Magic overprinting, the\n\nconfirmation of the BofA Report\u2019s conclusions in Hasbro\u2019s January 2023 earnings pre-release, and\n\nthe Company\u2019s October 2023 revelation of obsolete Magic set inventory caused major drops in\n\n\n\n 56\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 60 of 86\n\n\n\n\nHasbro\u2019s stock price and the elimination of billions of dollars in shareholder value. See infra\n\n\u00b6\u00b6208-21.\n\nVIII. ADDITIONAL SCIENTER ALLEGATIONS\n\n 172. Defendant Hasbro and each of the Executive Defendants acted with scienter in\n\nmaking the statements described herein, see supra \u00b6\u00b6142-66. The ample evidence presented below,\n\nespecially when considered together (as it must be), supports a strong inference that Defendants\n\neither knew that these statements were materially false and misleading when made or recklessly\n\ndisregarded whether these statements were materially false and misleading when made.\n\n 173. Defendant Cocks began the parachute strategy and oversaw its implementation\n\nas Wizards President. Defendant Cocks joined the Company as President of Wizards in June 2016.\n\nIn 2018\u2014as confirmed by FE 1, who served as Wizards Vice President and worked directly with\n\nDefendant Williams during the Class Period\u2014Hasbro began to print certain Magic sets, which\n\ncarried high margins and were a cash cow for the Company, in order to compensate for falling\n\nfinancial performance in other Hasbro business segments. As FE 1 explained, Wizards, under the\n\ndirection of Defendant Cocks, created specific Magic SKUs (i.e., sets) that could be quickly\n\nmanufactured and dropped into the market to make approximately $40 to $80 million in the event\n\nof a revenue shortfall elsewhere within the Company. Bill Rose, FE 1\u2019s Senior Vice President,\n\ncalled this \u201cProject Parachute.\u201d These SKUs included Magic\u2019s Masters sets, its Commander\n\nLegends sets, and its Secret Lair sets\u2014among others. See supra \u00b6\u00b679-90.\n\n 174. FE 1 explained that the parachute strategy was supposed to be something Wizards\n\ndid for Hasbro to generate short-term revenue if necessary, but that it in fact happened every year.\n\nFE 1 recalled that even before Defendant Cocks was CEO, Hasbro\u2019s former CEO would tell\n\nDefendant Cocks that, for example, Hasbro needed $80 million in additional revenue because\n\nsomething else within the Company had flopped. Defendant Cocks would then tell Bill Rose, or\n 57\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 61 of 86\n\n\n\n\nFE 1 himself, to make new cards to \u201cparachute\u201d in because the parent Company had messed up\n\nagain.\n\n 175. After Defendant Cocks became CEO and Defendant Williams became Wizards\n\nPresident, they continued to implement the parachute strategy. After Defendant Cocks was\n\nelevated to become Hasbro\u2019s CEO in February 2022, he and Defendant Williams further\n\nstandardized the parachute strategy of forcing Magic cards into the pipeline to make up for revenue\n\nshortfalls elsewhere in the Company\u2014which Defendant Cocks had pioneered as Wizards\n\nPresident\u2014as a core aspect of Hasbro\u2019s institutional approach to its Wizards and Consumer\n\nProducts divisions.\n\n 176. When Defendant Williams came on board as President of Wizards, Defendant\n\nCocks introduced her to the parachute strategy. As Defendant Williams later relayed to FE 1,\n\nDefendant Cocks told Defendant Williams that the pricing variability and elasticity of Magic sets\n\ncould be used to address revenue shortfalls elsewhere in the business. FE 1 confirmed that he later\n\nheard Defendant Cocks reiterate this statement to Defendant Williams firsthand.\n\n 177. FE 1 reported that, as CEO, Defendant Cocks integrated the parachute strategy into\n\nthe wider business plan of the Company via the ever-increasing number of releases of Secret Lair\n\nreprint sets. FE 3, who was a Senior Vice President at Hasbro during the Class Period, attended\n\nquarterly business review meetings with Defendant Cocks and other Hasbro executives. During\n\nthese meetings, FE 3 saw presentations from the Wizards side of the business, including about\n\nMagic and the cadence of Magic set releases. Corroborating FE 1\u2019s statement that the parachute\n\nstrategy was a standardized part of Hasbro\u2019s business, FE 3 recalled that the parachute strategy\n\nwas discussed at some of these high-level meetings. FE 4, who was a Senior Director of Marketing\n\nat Wizards and attended weekly executive leadership team meetings with Defendants during the\n\n\n\n 58\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 62 of 86\n\n\n\n\nClass Period, similarly confirmed that participants in those meetings discussed producing more\n\nSKUs in order to generate more revenue.\n\n 178. FE 3 further confirmed Defendant Cocks\u2019 close involvement in Wizards as CEO.\n\nFE 3 explained that Defendant Cocks continued to effectively run Wizards after he was appointed\n\nCEO in February 2022, even as Defendant Williams was the division\u2019s President. FE 3 recalled\n\nthat it was sometimes hard to get ahold of Defendant Cocks because he spent so much time at\n\nWizards headquarters in Seattle, and as CEO, Defendant Cocks spent the vast majority of his time\n\non Wizards. In line with his outsized focus on Wizards, FE 3 stated, Defendant Cocks shrunk the\n\nConsumer Products team and investments in favor of pushing Magic once he took over as CEO.\n\n 179. As FE 3 explained, Defendant Cocks was intimately involved in Wizards, directing\n\nor approving every strategy or plan of execution before Defendant Williams formally reported\n\nplans to the rest of Hasbro\u2019s senior management. In fact, FE 3 stated, when Defendant Williams\n\ncame to Hasbro headquarters for quarterly business review meetings, Defendant Cocks had\n\nprepared the content of her presentation on Wizards and had it ready for her. Defendant Cocks\n\nwould then give much of the presentation, which covered Wizards\u2019 prior quarter and upcoming\n\nplans, on Defendant Williams\u2019 behalf.\n\n 180. FE 1 recalled that Defendant Williams was very concerned about the Company\u2019s\n\npractice of overprinting Magic sets and the fact that the Magic studio\u2019s creators were working 24/7\n\nas a factory to generate cash for Hasbro. FE 1 stated that when he and Defendant Williams were\n\nworking on long-range planning for the Hasbro Board of Directors\u2019 end-of-year meeting in 2022,\n\nDefendant Williams expressed concern about the production slate and, given Wizards staffing, the\n\nchallenges in always delivering on revenue and on time for these parachute sets.\n\n\n\n\n 59\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 63 of 86\n\n\n\n\n 181. Defendants knew that the Magic 30th Set was a parachute set created to boost\n\nHasbro\u2019s performance amid poor Consumer Products earnings. While Defendants touted the\n\nrelease of the Magic 30th Set as a celebration of the game\u2019s 30th anniversary, and an opportunity\n\nfor collectors and players to purchase some of the game\u2019s most sought-after cards, they knew that\n\nthe Magic 30th Set was a parachute set\u2014i.e., that its production and release were timed to coincide\n\nwith a period of poor earnings elsewhere in the Company, so that the revenue from the Magic 30th\n\nSet would compensate for that revenue shortfall.\n\n 182. FE 1 recalled that the Magic 30th Set came about after Magic SVP Bill Rose came\n\nto the Magic studio in mid-2022 and said that Hasbro was \u201cputting out the hat\u201d for ideas as to how\n\nthe Company could generate more revenue in the fourth quarter of 2022. The Magic studios were\n\nalready stretched thin, but Mark Hagan, head of Secret Lair, came up with the idea for a 30th\n\nanniversary Magic set. FE 1 stated that he, Defendant Williams, Bill Rose, and Ken Troop were\n\nin the meeting where the Magic 30th Set was approved\u2014and that Rose discussed the plan to use\n\nthe Magic 30th Set as a parachute with Defendant Cocks.\n\n 183. FE 1 stated that Wizards thus began work on the Magic 30th Set in the summer of\n\n2022 in order to get the associated revenue on the books before the end of 2022, and that Magic\n\nwas the only product that could make that happen. FE 1 recalled that Defendant Williams was\n\nconcerned that the Magic 30th Set could backfire and suffer from poor sales because the parachute\n\nset comprised non-playable cards that had no actual value but were being sold for $1,000.\n\n 184. Defendants knew that the \u201cparachute\u201d strategy of overprinting Magic sets\n\nharmed the Magic brand and sales, leaving Hasbro with obsolete Magic inventory. Defendants\n\nknew that by overprinting Magic sets, Hasbro ran the risk of harm to the Magic brand and Magic\n\nsales\u2014and that these harms had in fact materialized. Defendants also knew that these harms had\n\n\n\n 60\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 64 of 86\n\n\n\n\nresulted in a buildup of unsold past Magic sets in Wizards\u2019 inventories. FE 1 confirmed that\n\nDefendant Williams was indeed worried about risks to buyer demand amid the ever-increasing\n\nglut of Magic releases, some of which\u2014like Baldur\u2019s Gate\u2014suffered weaker than expected sales.\n\nEven before the Baldur\u2019s Gate release, FE 1 said, there were clear indications that the market was\n\nsaturated with the Masters sets the Company had been parachuting in for years.\n\n 185. FE 5, who served as Head of Marketing for Italy during the Class Period, further\n\ncorroborated that knowledge of Hasbro\u2019s overprinting of Magic sets was widespread within the\n\nCompany. FE 5 confirmed that he was familiar with the term \u201cparachute\u201d as used to describe\n\nMagic sets. Further, through conversations with Wizards\u2019 team in Italy, FE 5 learned that, by 2021,\n\nHasbro\u2019s accelerated printing of Magic sets threatened to dilute the values of Magic products on\n\nthe secondary market. FE 5 stated that it was \u201ccommon knowledge\u201d that reprinting sets drove\n\ndown secondary market prices.\n\n 186. By the time Baldur\u2019s Gate was released in 2022, Magic buyers who had shelled out\n\nincreasing amounts of money over the years to buy the ever-expanding set of Magic offerings were\n\nunsure whether they would be able to continue buying at this pace. FE 2, who interfaced\n\nextensively with Magic buyers\u2014both hobby shops and end consumers\u2014during his tenure as a\n\nCommunity Manager for Magic, heard consistent complaints from buyers that Wizards was putting\n\nout too much Magic product, and that this would make it hard for them to continue buying.\n\n 187. FE 2 consistently relayed these concerns (including via an internal feedback\n\nreporting software) to his supervisors, Blake Rasmussen and Bryan Nisperos, who reported to and\n\nmet frequently with Defendant Williams. Rasmussen and Nisperos told FE 2 that they relayed his\n\nreports of the buyer directly to Defendant Williams. FE 2 also personally told Defendant Williams\n\nabout these concerns about future Magic demand at a town hall meeting of Wizards staff. FE 2\n\n\n\n 61\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 65 of 86\n\n\n\n\nstated that though Rasmussen, Nisperos and Defendant Williams all acknowledged the feedback\n\nfrom Magic buyers that FE 2 and other community managers communicated, he was told not to\n\npublicly acknowledge the buyers\u2019 concerns.\n\n 188. FE 1 explained that Defendant Williams was specifically concerned that Magic\n\ndistributors, laden with excess inventory of Baldur\u2019s Gate and other Magic sets, would not have\n\nsufficient cash flow to purchase new Magic sets. In the second half of 2022, Defendant Williams\n\ntherefore instructed FE 1 to look into granting a line of credit to distributors whose inventory did\n\nnot sell through, so that they could still buy the next line of Magic releases. FE 1 specifically\n\nrecalled that Defendant Williams shared her concerns about distributors not being able to buy the\n\nnext sets after Baldur\u2019s Gate with members of the Magic leadership team and commercial teams,\n\nincluding Paul Bazakas, Brian Rose, Brian Trunk and Ken Troop.\n\n 189. By mid-2022, disappointing sales for recent Magic sets underscored to Hasbro\n\nleadership the validity of these concerns about damage to Magic demand. FE 4, who served as\n\nSenior Director of Marketing at Wizards during the Class Period, confirmed that in the latter half\n\nof 2022 and into 2023, Defendants knew about and consistently discussed concerns regarding\n\nMagic set overprinting, weak Magic sales that missed Hasbro\u2019s forecasts, and the risk of diluting\n\nthe scarcity of Magic products resold on the secondary market. These discussions, FE 4 stated,\n\ntook place in weekly executive leadership team meetings that he attended alongside Defendant\n\nWilliams, Defendant Cocks, and other Company executives including Hasbro\u2019s CFO.\n\n 190. FE 4 recalled that these executive leadership team meetings featured updates on\n\nplanned product launches as well as debriefs after the products had been launched. Specifically,\n\nFE 4 stated, planned Magic sets and sets that had been released were discussed in detail in these\n\nmeetings. In these discussions, Defendants were presented with various metrics showing how\n\n\n\n 62\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 66 of 86\n\n\n\n\nactual sales of Magic sets were trending against Hasbro\u2019s sales and demand forecasts. FE 4 added\n\nthat nobody in these meetings disagreed with the conclusion that Magic sales were suffering\n\nbecause the sales numbers presented in the meetings spoke for themselves.\n\n 191. FE 4 confirmed specifically that meeting participants, including Defendants,\n\ndiscussed the fact that the evident decline in Magic demand was a function of Hasbro\u2019s\n\noverprinting of Magic sets. Presented with this idea, FE 4 recalled, Defendants asked follow-up\n\nquestions and directed Wizards staff to try to sell the unsold sets by introducing different marketing\n\nschemes and consumer outreach programs.\n\n 192. Confronted with these concerns in the executive leadership team meetings, FE 4\n\nconfirmed, Defendants further instructed Wizards personnel to reevaluate the \u201ceconomy\u201d for\n\nprinting Magic sets. FE 4 stated that Hasbro evaluated the secondary market for Magic cards, as it\n\nhelped the Company understand how the fan community viewed the economy for cards. The\n\nsecondary market was discussed in executive leadership meetings that FE 4 attended.\n\n 193. Hasbro personnel who knew about the parachute strategy acknowledged that the\n\nBofA Report \u201ccaught\u201d management. FE 1 recalled that after the BofA Report was published on\n\nNovember 14, 2022, there was recognition within the Company that management had gotten\n\ncaught, that this was not a good start for Defendant Cocks\u2019s tenure as CEO, and that management\n\nhated and avoided the analyst who had written the report. At the staff level, FE 1 said, everyone\n\nknew that Bank of America had their number. FE 1 added that Hasbro employees from the line\n\nstaff up to the director level commented that Bank of America got it right with their report.\n\n 194. FE 5 was familiar with the BofA Report when it was published and confirmed that\n\nWizards personnel agreed with its conclusions. When the BofA Report was released, FE 5\n\ndiscussed it in a Whatsapp group chat with other former and then-current Wizards employees,\n\n\n\n 63\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 67 of 86\n\n\n\n\nincluding Retail Experience Specialist Andrea Vitali, Senior Commercial Director Davide Bonati,\n\nand Key Account Manager Frank Hanford\u2014who all agreed that the report was accurate. FE 5\n\nrecalled that the group\u2019s members agreed that the \u201coverprinting\u201d described by the report was\n\nsomething they all knew about\u2014and moreover that they were glad the report had been released,\n\nhoping it would serve as a \u201creality check\u201d for Hasbro regarding the Company\u2019s use of Magic as a\n\ncash cow to compensate for revenue shortfalls in other divisions.\n\n 195. FE 4 similarly confirmed that the BofA Report was discussed within Hasbro after\n\nit was released, and that Company leadership acknowledged that Hasbro\u2019s overprinting of Magic\n\nsets was diluting the franchise. FE 3 added that after the BofA Report\u2019s release, he attended a\n\nquarterly business review meeting at which Hasbro executives including Defendant Cocks\n\ndiscussed the report. At that meeting, FE 3 stated, Hasbro executives expressed fear as to whether\n\nthe report was true, and the Company\u2019s communications personnel, including the Investor\n\nRelations team, scrambled to find a response and some way to \u201cfix\u201d the issue. As FE 1 explained,\n\nthe policy that came from Defendant Cocks and the communications team was to \u201cdeny, deny,\n\ndeny.\u201d\n\n 196. Contrary to her statements to investors, Defendant Williams privately agreed with\n\nthe BofA Report\u2019s view that Hasbro \u201coverprinted\u201d Magic sets. FE 1 stated that Defendant\n\nWilliams shared Bank of America\u2019s view, as expressed in its November 14, 2022 report, that\n\nHasbro \u201coverprinted\u201d Magic sets. As FE 1 recalled, Defendant Williams was concerned about the\n\nrisk of harm to Magic posed by the release of the parachute Magic 30th Set, and worried that the\n\nparachute would backfire and suffer from poor sales because it had no actual value but was being\n\nsold for nearly $1,000. FE 1 further stated that Defendant Williams\u2019 concerns only increased when\n\nthe Bank of America report came out during the set\u2019s production.\n\n\n\n 64\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 68 of 86\n\n\n\n\n 197. Defendants knew that the Magic 30th Set did not sell \u201cout of stock\u201d on the day\n\nof its release and that the supply of the Magic 30th Set had not been \u201cscaled back\u201d in response\n\nto fan feedback. Contrary to their public representations on the day of and soon after the release\n\nof the Magic 30th Set, Defendants knew that the Magic 30th Set was not \u201cout of stock\u201d and that\n\nthe true reason for the abrupt end to the November 28, 2022 release of the Magic 30th Set was\n\nDefendants\u2019 decision to prematurely cut off the sale in order to mask what Defendants quickly\n\nrealized would be worse-than-expected sales. Defendants thus also knew that the real reason for\n\nthe shortened sale was not a proactive \u201cscal[ing] back\u201d of the available supply in response to\n\ncustomer feedback, as Defendant Williams falsely represented in response to widespread concerns\n\nabout the sale.\n\n 198. FE 1, who was in the \u201cwar room\u201d for the Magic 30th Set release on November 28\n\nwith Wizards personnel including Magic SVP Ken Troop, recalled that sales for the set were\n\nstopped in a matter of minutes after the release went live in order to mask the immediately evident\n\nfact that sales would be weaker than expected\u2014not because the set was out of stock. FE 1\n\nexplained that personnel at Wizards, including Defendant Williams, had developed a plan prior to\n\nthe release date for the Magic 30th Set that called for sales to be cut off and an \u201cout of stock\u201d\n\nmessage to be posted on the sale website in case sales velocities were \u201cunderwhelming\u201d after the\n\nrelease went live. Per that predetermined plan, FE 1 recalled, Defendant Williams was in constant\n\ncontact with the war room for the duration of the foreshortened sale, and Ken Troop had the\n\nauthority to decide to stop sales.\n\n 199. FE 1 stated that Defendant Cocks knew there was a plan regarding the release of\n\nthe Magic 30th Set before it was implemented. Corroborating FE 1\u2019s recollection, FE 3 stated that\n\nDefendant Cocks, in line with his deep involvement in planning and executing strategy for Wizards\n\n\n\n 65\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 69 of 86\n\n\n\n\nand Magic, would have either devised or known about the plan to prematurely cut off sales of the\n\nMagic 30th Set due to poor sales velocities.\n\n 200. FE 1 stated that when the set was released at 9:00am Pacific time on November 28,\n\nthe Wizards personnel in the war room, including FE 1 and Ken Troop, immediately saw that sales\n\nvelocities were weak. When Troop decided to stop the sale and put up the \u201cout of stock\u201d message,\n\nFE 1 said, that decision was immediately relayed to Defendant Williams, and Defendant Williams\n\nresponded with a thumbs-up, approving the decision. FE 1 also stated that, per ordinary Company\n\npractice, Defendant Cocks would have been told about the results and premature closing of the\n\nsale soon after it happened, by either Defendant Williams or Ken Troop.\n\n 201. Defendants\u2019 materially misleading statements concerned the company\u2019s most\n\nimportant products and divisions. Defendants\u2019 materially misleading statements and omissions\n\nalleged herein, see supra \u00b6\u00b6142-66, concerned the health and performance of Hasbro\u2019s most\n\nimportant business segment, Wizards, as well as its most important single brand, Magic. These\n\nmisstatements and omissions thus concerned the products and divisions most crucial to Hasbro\u2019s\n\nsuccess. It is implausible that Defendants\u2014executives of the Company who both ran its Wizards\n\ndivision\u2014would not be aware of crucial aspects of the business they oversaw.\n\n 202. Wizards, which Defendant Cocks called \u201can important and vital business for us\u201d\n\nand \u201ca major growth driver for the company,\u201d consistently accounted for an outsized share of\n\nHasbro\u2019s reported operating profits due to its high-margin Magic sets. See supra \u00b6\u00b634-36.The\n\nMagic brand in particular was a key driver of Hasbro\u2019s financial success. Magic alone contributed\n\napproximately 15% of Hasbro\u2019s total net revenue in 2021. Defendants repeatedly touted Magic\u2019s\n\nand Wizards\u2019 place at the forefront of Hasbro\u2019s future plans, including at the Company\u2019s October\n\n4, 2022 Investor Day and in its annual reports. See supra \u00b6\u00b636, 43.\n\n\n\n 66\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 70 of 86\n\n\n\n\n 203. Defendants were deeply involved in the topics of their materially misleading\n\nstatements. As Hasbro executives, Defendants Cocks and Williams were tasked with overseeing\n\nthe Company\u2019s business. As Presidents of Wizards, and\u2014for Defendant Cocks\u2014as CEO, both\n\nExecutive Defendants were extensively involved in both Wizards\u2019 high-level strategic operations\n\nand aspects of its granular, day-to-day operations, including those of Magic. It is implausible that\n\nDefendants were unaware of the fundamental details about Hasbro\u2019s business strategies that\n\ncomprised the topics of the statements alleged herein, see supra \u00b6\u00b6142-66.\n\n 204. Defendant Cocks was deeply involved in Wizards both during his time as President\n\nof Wizards and his tenure as Hasbro CEO. He repeatedly touted his instrumental role in devising\n\nand implementing the \u201csegmentation\u201d strategy that purportedly drove the growth of Magic and\n\nWizards through his tenure as President of Wizards. See, e.g., supra \u00b6\u00b639, 43, 67. Even as CEO,\n\nDefendant Cocks continued to act as the de facto head of Wizards. Former Hasbro employees have\n\nexplained that as CEO, Defendant Cocks spent an outsized amount of time at Wizards\u2019 Seattle\n\nheadquarters, devised and approved plans for Wizards before they were officially presented to\n\nHasbro leadership, and even prepared and delivered much of Defendant Williams\u2019 Wizards\n\npresentations at high-level quarterly business review meetings. See supra \u00b6\u00b694-95.\n\n 205. As President of Wizards beginning in February 2022, Defendant Williams was\n\ndeeply familiar with the Company\u2019s Magic business. In addition to regularly attending high-level\n\nquarterly business review meetings at which she presented Wizards\u2019 plans and the results of its\n\noperations over the prior quarter, Defendant Williams frequently interfaced with Defendant Cocks\n\nabout Wizards and Magic plans\u2014including about the parachute strategy. See, e.g., supra \u00b693.\n\nFormer Hasbro employees have explained that Defendant Williams also received regular reports\n\nabout customer feedback, including that buyers were concerned about the glut of sets Magic had\n\n\n\n 67\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 71 of 86\n\n\n\n\nbeen pushing into the market and might as a result buy less Magic product in the future. See supra\n\n\u00b6\u00b698-99.\n\n 206. Defendants spoke frequently and authoritatively on the topics of their materially\n\nmisleading statements. Defendants made the misleading statements alleged herein, see supra\n\n\u00b6\u00b6142-66, in settings and venues such as earnings conference calls and industry conferences, where\n\nDefendants regularly addressed market analysts and investors regarding Hasbro\u2019s business,\n\ninventory situation, and financial results and guidance. Speaking in these settings, and on these\n\ntopics, required Defendants to assess and understand the veracity of their statements and indicated\n\nto the market that Defendants\u2019 statements carried official authority. In these statements,\n\nDefendants falsely attributed Magic\u2019s and Wizards\u2019 operations to the purported print-to-demand\n\nsegmentation strategy, falsely rejected the BofA Report\u2019s conclusion that Hasbro was overprinting\n\nMagic sets, and falsely asserted that elevated Wizards inventories were due to Magic sets stocked\n\nin anticipation of upcoming releases.\n\n * * *\n\n 207. The foregoing facts, particularly when considered collectively (as they must be),\n\nsupport a strong inference of Hasbro\u2019s and the Executive Defendants\u2019 scienter.\n\nIX. ADDITIONAL LOSS CAUSATION ALLEGATIONS\n\n 208. Defendants\u2019 wrongful conduct, as alleged herein, directly and proximately caused\n\nthe economic loss, i.e., damages, suffered by Lead Plaintiffs and the Class.\n\n 209. As detailed herein, during the Class Period, Defendants made materially false and\n\nmisleading statements and omissions that deceived the market. This artificially inflated the prices\n\nof Hasbro\u2019s common stock and operated as a fraud or deceit on the Class. When Defendants\u2019 prior\n\nmisrepresentations, information alleged to have been concealed, fraudulent conduct, and/or the\n\neffect thereof were disclosed to the market on November 14, 2022, January 26, 2023, and October\n 68\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 72 of 86\n\n\n\n\n26, 2023, the price of Hasbro\u2019s stock fell precipitously, as the prior artificial inflation came out of\n\nthe price.\n\n 210. On November 14, 2022, Bank of America released a report detailing its analysts\u2019\n\ninvestigation into Hasbro\u2019s Magic set production and concluding that Hasbro\u2019s unsustainable\n\npractice of \u201coverprinting\u201d Magic sets posed severe risks to future Magic sales and the long-term\n\nvalue of the Magic brand. The report was based on, among other things, analysts\u2019 investigation\n\ninto retailer inventories and conversations with Magic buyers including players, collectors,\n\ndistributors, and hobby shops. Contradicting Defendants statements\u2014including that Hasbro was\n\nprinting \u201cthe same number of sets\u201d annually as it had in the past and that sets were printed pursuant\n\nto a sustainable \u201csegmentation\u201d strategy based on \u201cwhat [customers] want\u201d\u2014the report\n\nhighlighted the negative effects of Hasbro\u2019s \u201coverprinting\u201d: a decline in Magic secondary market\n\nprices, which had been supported by Magic sets\u2019 scarcity, and suppression of future demand for\n\nMagic sets among distributors, collectors, players, and hobby shops.\n\n 211. As a result of the November 14, 2022, disclosure, Hasbro\u2019s stock price declined by\n\n$6.25, or approximately 9.9%, from a closing price of $63.41 on November 13, 2022, to a closing\n\nprice of $57.16 on November 14, 2022, on high volume. This represented a decline of more than\n\n$875 million in Hasbro\u2019s market capitalization. Commentators immediately attributed the drop in\n\nHasbro\u2019s stock price to the BofA Report. On the day of the report\u2019s publication, for example, IGN\n\npublished an article titled \u201cHasbro Stock Down After Analysts Criticize Handling of Magic: The\n\nGathering.\u201d\n\n 212. On January 26, 2023, Hasbro issued a press release previewing its financial results\n\nfor the fiscal fourth quarter and full year of 2022. The release announced that Wizards\u2019 year-over-\n\nyear fourth quarter revenue growth of 22% had substantially missed Hasbro\u2019s guidance and\n\n\n\n 69\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 73 of 86\n\n\n\n\nanalysts\u2019 expectations\u2014for example, BMO\u2019s estimate of 36% fourth quarter growth\u2014by double-\n\ndigits percentages. Wizards\u2019 growth for the full fiscal year 2022 was thus also lower than analysts\n\nhad forecasted.\n\n 213. The poorer-than-expected Wizards results announced in the January 26 release\n\nrevealed that, as the BofA Report had concluded, Hasbro was unsustainably \u201coverprinting\u201d Magic\n\nsets to generate short-term revenue. This contradicted Defendants\u2019 statements, including that the\n\nCompany printed Magic sets \u201cto meet demand\u201d and \u201cplayer preferences\u201d pursuant to its purported\n\n\u201csegmentation\u201d strategy, and that there was \u201cno evidence\u201d that Magic was \u201coverprinted.\u201d See\n\nsupra \u00b6\u00b6114-17.\n\n 214. The January 26 disclosure also revealed that the harm to the Magic brand and sales\n\nposed by what former employees called Hasbro\u2019s \u201cparachute\u201d strategy had materialized\u2014and, in\n\nparticular, that the Magic 30th Set had not in fact sold \u201cout of stock\u201d when Defendants said it had.\n\nSee supra \u00b6\u00b6118-21, 129-31. As former employees confirmed, the Magic 30th Set was among the\n\n\u201cparachute\u201d sets Hasbro consistently printed in order to generate short-term revenue to make up\n\nfor revenue shortfalls in its other divisions, including Consumer Products.\n\n 215. As a result of the January 26, 2023 disclosure, Hasbro\u2019s stock price declined by\n\n$5.17, or approximately 8.1%, from a closing price of $63.78 on January 26, 2023 to a closing\n\nprice of $58.61 on January 27, 2023, on high volume. This represented a decline of more than\n\n$700 million in Hasbro\u2019s market capitalization.\n\n 216. Analysts covering Hasbro immediately connected the worse-than-expected results\n\nannounced on January 26 with the unsustainable Magic set \u201coverprinting\u201d that the BofA Report\n\nhad demonstrated in November. For example:\n\n \uf0b7 Reiterating their earlier thesis, Bank of America analysts wrote in a January 27, 2023\n report that they \u201c[r]emain[ed] cautious on the Magic business\u201d and \u201cH[asbro]\u2019s\n\n 70\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 74 of 86\n\n\n\n\n fundamental growth drivers,\u201d reiterating both their \u201cUnderperform\u201d rating for the\n Company and their \u201cconcern[] that the company has been overproducing Magic: The\n Gathering in a worsening economic backdrop, which could damage the long-term\n value of the brand.\u201d\n\n \uf0b7 Analysts from Truist, in a report published January 26, 2023 and subtitled \u201cLittle Magic\n to Speak Of,\u201d wrote that \u201cthe shortfall in Hasbro\u2019s key growth business\u201d\u2014i.e.,\n disappointing Wizards earnings\u2014\u201cwill stimulate greater concerns around Hasbro\u2019s\n ability to grow in [20]23.\u201d\n\n \uf0b7 In another January 26, 2023 report, Goldman Sachs analysts asked, \u201cIs the outlook for\n a doubling of Wizards of the Coast revenue by 2027 still intact?\u201d\n\n \uf0b7 In a January 30, 2023, report titled \u201cHasbro and the Terrible, Horrible, No Good, Very\n Bad Quarter,\u201d Pacific Square Research analysts framed the quarter\u2019s poor Wizards\n results as a result of Magic overprinting. Noting that \u201c[Hasbro] has pitched investors\n on the long run growth and profitability of the Wizards segment,\u201d the analysts wrote\n that \u201c2022 has proven to be a disappointment\u201d because of \u201cthe excessive number of\n new card issuances\u201d and \u201cthe less than successful 30th anniversary card drop.\u201d\n\n \uf0b7 In an article published once Hasbro announced its full earnings, the New York Times\n cited the BofA Report to explain the worse-than-expected Wizards results that had first\n been announced in the January 26 disclosure, writing, \u201cHasbro faces challenges\n making Magic even bigger, particularly player fatigue brought on by the release of\n 39 new card sets last year, up from 15 in 2019, according to an analysis by Bank of\n America.\u201d\n\n 217. Finally, on October 26, 2023, Hasbro announced in its earnings report and earnings\n\ncall that inventories in its Wizards division remained more stubbornly elevated than inventories in\n\nits other divisions, belying Defendants\u2019 prior representations that Wizards inventories reflected\n\nonly Magic sets that would be released during 2023, and revealing to the market that Wizards\u2019\n\ninventories contained old, unsold Magic sets from past releases. The October 26 disclosure thus\n\nfully revealed the extent of the harm to Magic sales that had been caused by Hasbro\u2019s Magic set\n\noverprinting and parachute strategy.\n\n 218. As a result of the October 26, 2023 disclosure, Hasbro\u2019s stock price declined by\n\n$8.91, or approximately 16.3%, from a closing price of $54.75 on October 25, 2023 to a closing\n\n\n\n\n 71\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 75 of 86\n\n\n\n\nprice of $45.84 on October 27, 2023, on high volume. This represented a decline of more than $1.2\n\nbillion in Hasbro\u2019s market capitalization.\n\n 219. Analysts reacted to the October 26 disclosure and resulting Hasbro stock price\n\ndecline. In a report published on October 27, 2023, for example, Roth MKM analysts repeated the\n\nCompany\u2019s disclosure that \u201cowned inventory . . . is down 27% y/y, including a 34% reduction for\n\nConsumer Products,\u201d and accordingly slashed their expectations for Wizards growth by more than\n\nhalf, from 16.5% to 7%. Morgan Stanley analysts, in a report published the same day, wrote, \u201cwe\n\nwould attribute at least part of the stock price decline to the market\u2019s dissatisfaction with\n\nmanagement communication.\u201d\n\n 220. As illustrated by the chart below, the drop in Hasbro\u2019s stock price caused by each\n\nof these disclosures was statistically significant, occurring against a backdrop of little to no\n\nmovement in the wider stock market.\n\n Price Hasbro DJI / S&P 500 /\n Date Disclosure Impact Stock Price Nasdaq Price\n Date Change Change\n DJI: -0.6%\n Nov. 14, Bank of America Nov. 14,\n -9.9% S&P 500: -0.9%\n 2022 Report 2022\n Nasdaq: -1.1%\n DJI: +0.6%\n Jan. 26, HAS 4Q&FY22 Jan. 27,\n -8.1% S&P 500: +1.1%\n 2023 earnings pre-release 2023\n Nasdaq: +1.8%\n DJI: -1.7%\n Oct. 26, HAS 3Q23 earnings Oct. 26-27,\n -16.3% S&P 500: -1.9%\n 2023 report and call 2023\n Nasdaq: -1.4%\n\n 221. As described above, the disclosures of November 14, 2022, and January 26, 2023,\n\nwere not sufficient on their own to fully remove the artificial inflation from Hasbro\u2019s stock price\n\nbecause they only partially revealed the conditions, risks and trends that Defendants had concealed\n\nfrom investors. The corrective impact of these disclosures was tempered by Defendants\u2019 continued\n\nmisstatements and omissions, see supra \u00b6\u00b6134-37, 163-66, which maintained the price of Hasbro\u2019s\n\n 72\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 76 of 86\n\n\n\n\npublicly traded shares at artificially inflated levels and induced members of the Class to continue\n\npurchasing Hasbro\u2019s stock. The full truth was revealed by the disclosure of October 26, 2023,\n\nwhich removed the artificial inflation in Hasbro\u2019s stock price that had been caused by Defendants\u2019\n\nmaterially misleading statements and omissions during the Class Period.\n\nX. CLASS ACTION ALLEGATIONS\n\n 222. Lead Plaintiffs bring this action as a class action pursuant to Rule 23(a) and (b)(3)\n\nof the Federal Rules of Civil Procedure on behalf of a class, consisting of all persons and entities\n\nthat purchased Hasbro common stock between September 16, 2021 and October 26, 2023,\n\ninclusive, and who were damaged thereby (the \u201cClass\u201d). Excluded from the Class are Defendants,\n\nthe officers, and directors of the Company, at all relevant times, members of their immediate\n\nfamilies and their legal representatives, heirs, successors, or assigns, and any entity in which\n\nDefendants have or had a controlling interest.\n\n 223. The members of the Class are so numerous that the joinder of all members is\n\nimpracticable. While the exact number of Class members is unknown to Lead Plaintiffs at this\n\ntime and can only be ascertained through appropriate discovery, Lead Plaintiffs believe that there\n\nare at least hundreds or thousands of members in the proposed Class. Throughout the Class Period,\n\ncommon stock of Hasbro actively traded on the Nasdaq under the symbol \u201cHAS.\u201d Millions of\n\nHasbro shares were traded publicly during the Class Period on the Nasdaq. As of the fiscal third\n\nquarter of 2025, the Company has approximately 140.34 million shares of common stock\n\noutstanding. Record owners and other members of the Class may be identified from records\n\nmaintained by Hasbro or its transfer agent, and may be notified of the pendency of this action by\n\nmail, using a form of notice similar to that customarily used in securities class actions.\n\n\n\n\n 73\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 77 of 86\n\n\n\n\n 224. Lead Plaintiffs\u2019 claims are typical of the claims of the other members of the Class\n\nas all members of the Class were similarly affected by Defendants\u2019 wrongful conduct in violation\n\nof federal law as alleged herein.\n\n 225. Lead Plaintiffs will fairly and adequately protect the interests of the members of the\n\nClass and has retained counsel competent and experienced in class and securities litigation. Lead\n\nPlaintiffs have no interests that conflict with those of the Class.\n\n 226. Common questions of law and fact exist as to all members of the Class and\n\npredominate any questions solely affecting individual members of the Class. Among the questions\n\nof law and fact common to the Class are:\n\n i. whether Defendants violated the Exchange Act by the acts and omissions\n\nas alleged herein;\n\n ii. whether Defendants knew or recklessly disregarded that their statements\n\nand/or omissions were false and misleading;\n\n iii. whether documents, press releases, and other statements disseminated to the\n\ninvesting public and the Company\u2019s shareholders misrepresented material facts about the business,\n\noperations, and prospects of Hasbro;\n\n iv. whether statements made by Defendants to the investing public\n\nmisrepresented and/or omitted to disclose material facts about the business, operations, and\n\nprospects of Hasbro;\n\n v. whether the market price of Hasbro common stock during the Class Period\n\nwas artificially inflated due to the material misrepresentations and failures to correct the material\n\nmisrepresentations complained of herein; and\n\n\n\n\n 74\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 78 of 86\n\n\n\n\n vi. the extent to which the members of the Class have sustained damages and\n\nthe proper measure of damages.\n\n 227. A class action is superior to all other available methods for the fair and efficient\n\nadjudication of this controversy since joinder of all members is impracticable. Furthermore, as the\n\ndamages suffered by individual Class members may be relatively small, the expense and burden\n\nof individual litigation make it impossible for members of the Class to individually redress the\n\nwrongs done to them. There will be no difficulty in the management of this suit as a class action.\n\nXI. INAPPLICABILITY OF STATUTORY SAFE HARBOR\n\n 228. As a result of their purchases of Hasbro\u2019s common stock during the Class Period,\n\nLead Plaintiffs and other members of the Class suffered economic loss, i.e., damages, under the\n\nfederal securities laws.\n\n 229. To the extent that the statutory safe harbor is determined to apply to any forward-\n\nlooking statements pleaded herein, Defendants are liable for those false forward-looking\n\nstatements because at the time each of those forward-looking statements was made, the speaker\n\nhad actual knowledge that the forward-looking statement was materially false or misleading,\n\nand/or the forward-looking statement was authorized or approved by an executive officer of\n\nHasbro who knew that the statement was false when made.\n\nXII. THE PRESUMPTION OF RELIANCE (FRAUD-ON-THE-MARKET\n DOCTRINE)\n\n 230. The market for Hasbro common stock was open, well-developed, and efficient at\n\nall relevant times. As a result of the materially false and/or misleading statements and/or failures\n\nto disclose particularized in this Complaint, Hasbro common stock traded at artificially inflated\n\nand/or maintained prices during the Class Period. Lead Plaintiffs and other members of the Class\n\n\n\n\n 75\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 79 of 86\n\n\n\n\npurchased the Company\u2019s common stock relying upon the integrity of the market price of Hasbro\n\ncommon stock and market information relating to Hasbro and have been damaged thereby.\n\n 231. At all relevant times, the market for Hasbro common stock was an efficient market\n\nfor the following reasons, among others:\n\n i. Hasbro was listed and actively traded on the Nasdaq, a highly efficient and\n\n automated market;\n\n ii. As a regulated issuer, Hasbro filed periodic public reports with the SEC and/or\n\n the Nasdaq;\n\n iii. Hasbro regularly communicated with public investors via established market\n\n communication mechanisms, including through regular dissemination of press\n\n releases on the national circuits of major newswire services and through other\n\n wide-ranging public disclosures, such as communications with the financial\n\n press and other similar reporting services; and/or\n\n iv. Hasbro was followed by securities analysts employed by brokerage firms who\n\n wrote reports about the Company, and these reports were distributed to the sales\n\n force and certain customers of their respective brokerage firms. Each of these\n\n reports was publicly available and entered the public marketplace.\n\n 232. As a result of the foregoing, the market for Hasbro common stock promptly\n\ndigested current information regarding Hasbro from all publicly available sources and reflected\n\nsuch information in the Company\u2019s stock price. Under these circumstances, all purchasers of\n\nHasbro common stock during the Class Period suffered similar injury through their purchase of\n\nstock at artificially inflated prices, and a presumption of reliance applies.\n\n\n\n\n 76\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 80 of 86\n\n\n\n\n 233. A Class-wide presumption of reliance is also appropriate in this action under the\n\nSupreme Court\u2019s holding in Affiliated Ute Citizens of Utah v. United States, 406 U.S. 128 (1972),\n\nbecause the Class\u2019s claims are, in large part, grounded in Defendants\u2019 material misstatements\n\nand/or omissions. Because this action involves Defendants\u2019 failure to disclose material adverse\n\ninformation regarding the Company\u2019s business, operations, and prospects\u2014information that\n\nDefendants were obligated to disclose but did not\u2014positive proof of reliance is not a prerequisite\n\nto recovery. All that is necessary is that the facts withheld be material in the sense that a reasonable\n\ninvestor might have considered them important in the making of investment decisions. Given the\n\nimportance of the Class Period material misstatements and omissions set forth above, that\n\nrequirement is satisfied here.\n\nXIII. COUNTS AGAINST DEFENDANTS\n\n COUNT I\n\n For Violations of Section 10(b) of the Exchange Act and\n Rule 10b-5 Promulgated Thereunder Against All Defendants\n\n 234. Lead Plaintiffs repeat and reallege each and every allegation contained above as if\n\nfully set forth herein.\n\n 235. This Count is asserted on behalf of all members of the Class against Defendant\n\nHasbro and the Executive Defendants for violations of Section 10(b) of the Exchange Act, 15\n\nU.S.C. \u00a7 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. \u00a7 240.10b-5.\n\n 236. Defendants carried out a plan, scheme, and course of conduct that was intended to\n\nand, throughout the Class Period, did: (i) deceive the investing public, including Lead Plaintiffs\n\nand other Class members, as alleged herein; (ii) artificially inflate and maintain the market price\n\nof Hasbro\u2019s common stock; and (iii) cause Lead Plaintiffs and other members of the Class to\n\npurchase Hasbro common stock at artificially inflated prices. In furtherance of this unlawful\n\n\n 77\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 81 of 86\n\n\n\n\nscheme, plan, and course of conduct, Defendants, and each of them, took the actions set forth\n\nherein.\n\n 237. Defendants made untrue statements of material fact and/or omitted to state material\n\nfacts necessary to make the statements not misleading in an effort to maintain artificially high\n\nmarket prices for Hasbro common stock in violation of Section 10(b) of the Exchange Act and\n\nRule 10b-5 promulgated thereunder. All Defendants are sued either as primary participants in the\n\nwrongful and illegal conduct charged herein or as controlling persons as alleged below.\n\n 238. Defendants, individually and in concert, directly and indirectly, by the use, means,\n\nor instrumentalities of interstate commerce and/or the mails, engaged and participated in a\n\ncontinuous course of conduct to conceal adverse material information about Hasbro\u2019s business,\n\noperations, and prospects, as specified herein. Defendants employed devices, schemes, and\n\nartifices to defraud, while in possession of material adverse non-public information and engaged\n\nin acts, practices, and a course of conduct as alleged herein in an effort to assure investors of\n\nHasbro\u2019s business, operations, and prospects, which included the making of, or the participation\n\nin the making of, untrue statements of material facts and/or omitting to state material facts\n\nnecessary in order to make the statements made about Hasbro and its business, operations, and\n\nfuture prospects in light of the circumstances under which they were made, not misleading, as set\n\nforth more particularly herein, and engaged in transactions, practices, and a course of conduct of\n\nbusiness that operated as a fraud and deceit upon the purchasers of the Company\u2019s common stock\n\nduring the Class Period.\n\n 239. Each of the Executive Defendants\u2019 primary liability, and controlling person liability\n\narises from the following facts: (i) each of the Executive Defendants was a high-level executive at\n\nthe Company and a member of the Company\u2019s management team or had control thereof; (ii) each\n\n\n\n 78\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 82 of 86\n\n\n\n\nof the Executive Defendants, by virtue of their responsibilities and activities as a high-level\n\nexecutive of the Company, was privy to and participated in the creation, development, and\n\nreporting of the Company\u2019s business, operations, and prospects; (iii) each of the Executive\n\nDefendants enjoyed significant personal contact and familiarity with the other Defendants and was\n\nadvised of and had access to, other members of the Company\u2019s management team, internal reports,\n\nand other data and information about the Company\u2019s financial condition and performance at all\n\nrelevant times; and (iv) each of the Executive Defendants was aware of the Company\u2019s\n\ndissemination of information to the investing public, which they knew and/or recklessly\n\ndisregarded was materially false and misleading.\n\n 240. Defendants had actual knowledge of the misrepresentations and omissions of\n\nmaterial facts set forth herein or acted with reckless disregard for the truth in that they failed to\n\nascertain and to disclose such facts, even though such facts were available to them. Such\n\nDefendants\u2019 material misrepresentations and/or omissions were done knowingly or recklessly and\n\nfor the purpose and effect of concealing Hasbro\u2019s operating condition, inventory situation,\n\nbusiness practices, and prospects from the investing public and supporting the artificially inflated\n\nand/or maintained price of its common stock. As demonstrated by Defendants\u2019 misstatements of\n\nthe Company\u2019s business, operations, and prospects, Defendants, if they did not have actual\n\nknowledge of the misrepresentations and/or omissions alleged, were reckless in failing to obtain\n\nsuch knowledge by deliberately refraining from taking those steps necessary to discover whether\n\nthose statements were false or misleading.\n\n 241. As a result of the dissemination of the materially false and misleading information\n\nand failure to disclose material facts, as set forth above, the market price of Hasbro common stock\n\nwas artificially inflated, and relying directly or indirectly on the false and misleading statements\n\n\n\n 79\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 83 of 86\n\n\n\n\nand omissions made by Defendants or upon the integrity of the markets in which the securities\n\ntrade, and in the absence of material adverse information that was known or recklessly disregarded\n\nby Defendants, but not disclosed in public statements by Defendants, Lead Plaintiffs and the other\n\nmembers of the Class purchased Hasbro common stock during the Class Period at artificially\n\ninflated prices and were damaged thereby.\n\n 242. At the time of said misrepresentations and omissions, Lead Plaintiffs and other\n\nmembers of the Class were ignorant of their falsity and believed them to be true. Had Lead\n\nPlaintiffs and the other members of the Class and the marketplace known of the truth regarding\n\nthe problems that Hasbro was experiencing, which were not disclosed by Defendants, Lead\n\nPlaintiffs and other members of the Class would not have purchased Hasbro common stock, or, if\n\nthey had purchased such shares during the Class Period, they would not have done so at the\n\nartificially inflated prices that they paid.\n\n 243. By virtue of the foregoing, Defendants each violated Section 10(b) of the Exchange\n\nAct and Rule 10b-5 promulgated thereunder.\n\n 244. As a direct and proximate result of Defendants\u2019 wrongful conduct, Lead Plaintiffs\n\nand the other members of the Class suffered damages in connection with their purchases of the\n\nCompany\u2019s common stock during the Class Period.\n\n COUNT II\n\n For Violations of Section 20(a) of the Exchange Act\n Against the Executive Defendants\n\n 245. Lead Plaintiffs repeat and re-allege each and every allegation contained above as if\n\nfully set forth herein.\n\n 246. The Executive Defendants acted as controlling persons of Hasbro within the\n\nmeaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level\n\n\n 80\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 84 of 86\n\n\n\n\npositions with the Company, participation in and awareness of the Company\u2019s operations, and\n\nintimate knowledge of the misstatements and material omissions disseminated by the Company to\n\nthe investing public, the Executive Defendants had the power to influence and control and did\n\ninfluence and control, directly or indirectly, the decision-making of the Company, including the\n\ncontent and dissemination of the various statements and omissions that Lead Plaintiffs contend are\n\nfalse and misleading. Each of the Executive Defendants was provided with or had unlimited access\n\nto copies of the Company\u2019s reports, press releases, public filings, and other statements alleged by\n\nLead Plaintiffs to be misleading prior to and shortly after these statements were issued and had the\n\nability to prevent the issuance of the statements or cause the statements to be corrected.\n\n 247. In particular, the Executive Defendants had direct and supervisory involvement in\n\nthe day-to-day operations of the Company and its Wizards division and, therefore, had the power\n\nto control or influence the particular transactions giving rise to the securities violations as alleged\n\nherein, and exercised the same.\n\n 248. As set forth above, Defendants each violated Section 10(b) of the Exchange Act\n\nand Rule 10b-5 promulgated thereunder by their acts and omissions as alleged in this Complaint.\n\nBy virtue of their position as controlling persons, the Executive Defendants are liable pursuant to\n\nSection 20(a) of the Exchange Act. As a direct and proximate result of these Defendants\u2019 wrongful\n\nconduct, Lead Plaintiffs and other members of the Class suffered damages in connection with their\n\npurchases of the Company\u2019s common stock during the Class Period.\n\nXIV. PRAYER FOR RELIEF\n\n 249. WHEREFORE, Lead Plaintiffs, individually and on behalf of the Class, pray for\n\nrelief and judgment as follows:\n\n i. Declaring this action to be a class action pursuant to Rules 23(a) and (b)(3) of\n\n the Federal Rules of Civil Procedure on behalf of the Class defined herein;\n 81\n\f Case 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 85 of 86\n\n\n\n\n ii. Awarding Lead Plaintiffs and the other members of the Class damages in an\n\n amount that may be proven at trial, together with interest thereon;\n\n iii. Awarding Lead Plaintiffs and the members of the Class pre-judgment and post-\n\n judgment interest, as well as their reasonable attorneys\u2019 and experts\u2019 witness\n\n fees and other costs; and\n\n iv. Awarding such other and further relief as this Court deems appropriate.\n\nXV. JURY DEMAND\n\n 250. Lead Plaintiffs demand a trial by jury.\n\n\nDated: November 26, 2025 Respectfully submitted,\n\n\n By: /s/ Jonathan D. Uslaner\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Jonathan D. Uslaner\n 2121 Avenue of the Stars, Suite 2575\n Los Angeles, CA 90067\n (310) 819-3481\n jonathanu@blbglaw.com\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Matthew S. Goldstein\n 1251 Avenue of the Americas, 44th Floor\n New York, NY 10020\n (212) 554-1400\n matthew.goldstein@blbglaw.com\n\n Lead Counsel for Lead Plaintiffs West Palm Beach\n Firefighters\u2019 Pension Fund and City of Miami\n General Employees\u2019 & Sanitation Employees\u2019\n Retirement Trust\n\n KLAUSNER, KAUFMAN, JENSEN\n & LEVINSON\n Robert D. Klausner\n 7080 Northwest Fourth Street\n 82\n\fCase 1:24-cv-08633-VSB Document 47 Filed 11/26/25 Page 86 of 86\n\n\n\n\n Plantation, Florida 33317\n Telephone: (954) 916-1202\n Facsimile: (954) 916-1232\n bob@robertdklausner.com\n\n Additional Counsel for Lead Plaintiffs West Palm\n Beach Firefighters\u2019 Pension Fund and City of\n Miami General Employees\u2019 & Sanitation\n Employees\u2019 Retirement Trust\n\n\n\n\n 83\n\f","ocr_status":2,"date_upload":"2025-12-08T18:58:20.000324-08:00","document_number":"47","attachment_number":null,"pacer_doc_id":"127038638095","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Amended Complaint","acms_document_guid":""}],"date_created":"2025-11-26T19:10:08.013772-08:00","date_modified":"2025-12-08T18:53:08.344290-08:00","date_filed":"2025-11-26","time_filed":"20:20:36","entry_number":47,"recap_sequence_number":"2025-11-26.001","pacer_sequence_number":174,"description":"AMENDED COMPLAINT amending 1 Complaint against Christian Cocks, Hasbro, Inc., Cynthia Williams with JURY DEMAND.Document filed by West Palm Beach Firefighters' Pension Fund, City Of Miami General Employees' & Sanitation Employees' Retirement Trust. Related document: 1 Complaint..(Uslaner, Jonathan) (Entered: 11/26/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437832510/","id":437832510,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/452316231/","id":452316231,"tags":[],"absolute_url":"/docket/69373501/46/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-15T10:10:15.446926-07:00","date_modified":"2025-12-08T18:53:08.310887-08:00","sha1":"e029e2187fbedb74bb1fbcef914cb8db3556f59c","page_count":2,"file_size":87236,"filepath_local":"recap/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.46.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.46.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:24-cv-08633-VSB Document 46 Filed 09/15/25 Page 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n WEST PALM BEACH FIREFIGHTERS\u2019 24-cv-08633 (VSB)\n PENSION FUND, Individually and on Behalf\n of All Others Similarly Situated,\n\n Plaintiffs, STIPULATION AND ORDER\n\n v.\n\n HASBRO, INC., RICHARD STODDART,\n CHRISTIAN COCKS, DEBORAH\n THOMAS, GINA GOETTER, and ERIC\n NYMAN,\n\n Defendants.\n\n\n WHEREAS, on August 29, 2025, the Court entered an Order (the \u201cLead Plaintiff Order\u201d)\n\nappointing as Lead Plaintiffs West Palm Beach Firefighters\u2019 Pension Fund and City of Miami\n\nGeneral Employees\u2019 & Sanitation Employees\u2019 Retirement Trust (collectively, \u201cLead Plaintiffs,\u201d\n\nand with Defendants, the \u201cParties\u201d) and appointing Bernstein Litowitz Berger & Grossmann LLP\n\nLead Counsel, see ECF No. 39; and\n\n WHEREAS Lead Plaintiffs intend to file an amended complaint, and the Lead Plaintiff\n\nOrder directed the Parties to file a proposed schedule for any answer or motion in response,\n\n IT IS HEREBY STIPULATED AND AGREED among the undersigned parties as follows:\n\n 1. Lead Plaintiffs will file an amended complaint on or before November 26, 2025.\n\n 2. Defendants will file any answer or motion to dismiss on or before February 9, 2026.\n\n 3. Lead Plaintiffs will file their opposition papers to any motion to dismiss on or\n\nbefore April 10, 2026.\n\n 4. Defendants will file their reply papers in further support of any motion to dismiss\n\non or before May 11, 2026.\n\f Case 1:24-cv-08633-VSB Document 46 Filed 09/15/25 Page 2 of 2\n\n\n\n\nDated: September 12, 2025\n\n\n/s/ Scott D. Musoff /s/ Jonathan D. Uslaner\n\nSKADDEN, ARPS, SLATE, BERNSTEIN LITOWITZ BERGER\n MEAGHER & FLOM LLP & GROSSMANN LLP\nScott D. Musoff Jonathan D. Uslaner\nJemma M. Curtin 2121 Avenue of the Stars, Suite 2575\nOne Manhattan West Los Angeles, CA 90067\nNew York, NY 10001 (310) 819-3481\n(212) 735-3000 jonathanu@blbglaw.com\nscott.musoff@skadden.com\njemma.curtin@skadden.com BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\nCounsel for Defendants Hasbro, Inc., Hannah Ross\nRichard Stoddart, Christian Cocks, Matthew S. Goldstein\nDeborah Thomas, Gina Goetter, and 1251 Avenue of the Americas, 44th Floor\nEric Nyman New York, NY 10020\n (212) 554-1400\n hannah@blbglaw.com\n matthew.goldstein@blbglaw.com\n\n Lead Counsel for Lead Plaintiffs West Palm Beach\n Firefighters\u2019 Pension Fund and City of Miami\n General Employees\u2019 & Sanitation Employees\u2019\n Retirement Trust\n\n\n\n\nDate: September 15, 2025\n\f","ocr_status":2,"date_upload":"2025-10-30T07:48:41.581118-07:00","document_number":"46","attachment_number":null,"pacer_doc_id":"127038209506","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Stipulation and Order AND ~Util - Set Deadlines/Hearings","acms_document_guid":""}],"date_created":"2025-09-15T10:10:15.418313-07:00","date_modified":"2025-12-08T18:53:08.281794-08:00","date_filed":"2025-09-15","time_filed":"12:26:36","entry_number":46,"recap_sequence_number":"2025-09-15.001","pacer_sequence_number":171,"description":"STIPULATION AND ORDER: IT IS HEREBY STIPULATED AND AGREED among the undersigned parties as follows: 1. Lead Plaintiffs will file an amended complaint on or before November 26, 2025. 2. Defendants will file any answer or motion to dismiss on or before February 9, 2026. 3. Lead Plaintiffs will file their opposition papers to any motion to dismiss on or before April 10, 2026. 4. Defendants will file their reply papers in further support of any motion to dismiss on or before May 11, 2026. SO ORDERED. Christian Cocks answer due 2/9/2026; Gina Goetter answer due 2/9/2026; Hasbro, Inc. answer due 2/9/2026; Eric Nyman answer due 2/9/2026; Richard Stoddart answer due 2/9/2026; Deborah Thomas answer due 2/9/2026.( Amended Pleadings due by 11/26/2025., Motions due by 2/9/2026., Responses due by 4/10/2026, Replies due by 5/11/2026.) (Signed by Judge Vernon S. Broderick on 9/15/2025) (tg) (Entered: 09/15/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437658285/","id":437658285,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/452136152/","id":452136152,"tags":[],"absolute_url":"/docket/69373501/45/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-12T10:09:46.652625-07:00","date_modified":"2025-12-08T18:53:08.242853-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"45","attachment_number":null,"pacer_doc_id":"127038199867","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Proposed Stipulation and Order","acms_document_guid":""}],"date_created":"2025-09-12T10:09:46.627448-07:00","date_modified":"2025-12-08T18:53:08.214514-08:00","date_filed":"2025-09-12","time_filed":"11:31:35","entry_number":45,"recap_sequence_number":"2025-09-12.002","pacer_sequence_number":169,"description":"PROPOSED STIPULATION AND ORDER. Document filed by City Of Miami General Employees' & Sanitation Employees' Retirement Trust, West Palm Beach Firefighters' Pension Fund..(Uslaner, Jonathan) (Entered: 09/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437621994/","id":437621994,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/452099356/","id":452099356,"tags":[],"absolute_url":"/docket/69373501/44/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-12T06:10:19.363612-07:00","date_modified":"2025-12-08T18:53:08.182870-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"44","attachment_number":null,"pacer_doc_id":"127038198011","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2025-09-12T06:10:19.344480-07:00","date_modified":"2025-12-08T18:53:08.157672-08:00","date_filed":"2025-09-12","time_filed":"08:55:18","entry_number":44,"recap_sequence_number":"2025-09-12.001","pacer_sequence_number":161,"description":"NOTICE OF APPEARANCE by Jemma M. Curtin on behalf of Christian Cocks, Gina Goetter, Hasbro, Inc., Eric Nyman, Richard Stoddart, Deborah Thomas..(Curtin, Jemma) (Entered: 09/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437206216/","id":437206216,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451674116/","id":451674116,"tags":[],"absolute_url":"/docket/69373501/43/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-09T06:38:54.954110-07:00","date_modified":"2026-05-22T08:30:40.198254-07:00","sha1":"311d69857029681916c4df826f2766a53c0fdea1","page_count":2,"file_size":88396,"filepath_local":"recap/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.43.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.43.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:24-cv-08633-VSB Document 43 Filed 09/09/25 Page 1 of 2\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\nWEST PALM BEACH FIREFIGHTERS\u2019 Case No. 1:24-cv-08633-VSB\nPENSION FUND, individually and on behalf of\nall others similarly situated CLASS ACTION\n Plaintiff,\n\n v.\n\nHASBRO, INC., RICHARD STODDART,\nCHRISTIAN COCKS, DEBORAH THOMAS,\nGINA GOETTER, and ERIC NYMAN,\n\n Defendants.\n\n\n MOTION TO WITHDRAW AS COUNSEL\n\n PLEASE TAKE NOTICE that Lead Plaintiffs West Palm Beach Firefighters\u2019 Pension\n\nFund and City of Miami General Employees\u2019 & Sanitation Employees\u2019 Retirement Trust\n\n(\u201cLead Plaintiffs\u201d) hereby move this Court for an order allowing Jesse L. Jensen to withdraw\n\nas counsel for Lead Plaintiffs and remove him from the CM/ECF service list for the above-\n\ncaptioned action. In support of this morion and in in accordance with Local Civil Rule 1.4, the\n\nundersigned counsel states the following:\n\n 1. Jesse L. Jensen is no longer associated with the law firm of Bernstein Litowitz Berger\n\n & Grossmann LLP (\u201cBernstein Litowitz\u201d).\n\n 2. The undersigned counsel of Bernstein Litowitz will continue to serve as counsel of\n\n record for Lead Plaintiffs in this action.\n\n 3. Mr. Jensen\u2019s withdrawal will not cause any delay in this matter.\n\f Case 1:24-cv-08633-VSB Document 43 Filed 09/09/25 Page 2 of 2\n\n\n\n\nDated: September 8, 2025 Respectfully submitted,\n\n /s/ Jonathan D. Uslaner\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Jonathan D. Uslaner\n 2121 Avenue of the Stars, Suite 2575\n Los Angeles, CA 90067\n (310) 819-3481\n jonathanu@blbglaw.com\n\n BERNSTEIN LITOWITZ BERGER\n & GROSSMANN LLP\n Hannah E. Ross\n Matthew S. Goldstein\n 1251 Avenue of the Americas\n New York, New York 10020\n (212) 554-1400\n hannah@blbglaw.com\n matthew.goldstein@blbglaw.com\n\n Lead Counsel for Lead Plaintiffs West Palm Beach\n Firefighters\u2019 Pension Fund and City of Miami\n General Employees\u2019 & Sanitation Employees\u2019\n Retirement Trust\n\n\n\n\n Date: September 9, 2025\n\n This application is denied without prejudice.\n Counsel is directed re-file this motion pursuant\n to Local Rule 1.4(b), which requires proof of\n service of this motion to withdraw about his\n client.\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2026-05-19T20:48:22.553629-07:00","document_number":"43","attachment_number":null,"pacer_doc_id":"127038174370","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Motion to Withdraw as Attorney","acms_document_guid":""}],"date_created":"2025-09-09T06:38:54.547752-07:00","date_modified":"2025-12-08T18:53:08.101768-08:00","date_filed":"2025-09-09","time_filed":"08:58:48","entry_number":43,"recap_sequence_number":"2025-09-09.001","pacer_sequence_number":159,"description":"MEMO ENDORSEMENT denying 42 Motion to Withdraw as Attorney. ENDORSEMENT: APPLICATION DENIED. SO ORDERED. This application is denied without prejudice. Counsel is directed re-file this motion pursuant to Local Rule 1.4(b), which requires proof of service of this motion to withdraw about his client. (Signed by Judge Vernon S. Broderick on 9/9/2025) (tg) (Entered: 09/09/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437167389/","id":437167389,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451634322/","id":451634322,"tags":[],"absolute_url":"/docket/69373501/40/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-08T16:31:21.161100-07:00","date_modified":"2025-12-08T18:53:07.963444-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"40","attachment_number":null,"pacer_doc_id":"127038171445","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2025-09-08T16:31:20.769514-07:00","date_modified":"2025-12-08T18:53:07.935447-08:00","date_filed":"2025-09-08","time_filed":"16:24:47","entry_number":40,"recap_sequence_number":"2025-09-08.001","pacer_sequence_number":149,"description":"NOTICE OF APPEARANCE by Matthew Goldstein on behalf of City Of Miami General Employees' & Sanitation Employees' Retirement Trust, West Palm Beach Firefighters' Pension Fund..(Goldstein, Matthew) (Entered: 09/08/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437166806/","id":437166806,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451633725/","id":451633725,"tags":[],"absolute_url":"/docket/69373501/41/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-08T16:26:47.351561-07:00","date_modified":"2025-12-08T18:53:08.016857-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"41","attachment_number":null,"pacer_doc_id":"127038171812","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Appearance","acms_document_guid":""}],"date_created":"2025-09-08T16:26:46.974614-07:00","date_modified":"2025-12-08T18:53:07.991101-08:00","date_filed":"2025-09-08","time_filed":"16:47:18","entry_number":41,"recap_sequence_number":"2025-09-08.002","pacer_sequence_number":153,"description":"NOTICE OF APPEARANCE by Jonathan D. Uslaner on behalf of City Of Miami General Employees' & Sanitation Employees' Retirement Trust, West Palm Beach Firefighters' Pension Fund..(Uslaner, Jonathan) (Entered: 09/08/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/437166483/","id":437166483,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/451633391/","id":451633391,"tags":[],"absolute_url":"/docket/69373501/42/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-09-08T16:24:58.766534-07:00","date_modified":"2025-12-08T18:53:08.073552-08:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"42","attachment_number":null,"pacer_doc_id":"127038171942","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Withdraw as Attorney","acms_document_guid":""}],"date_created":"2025-09-08T16:24:58.385096-07:00","date_modified":"2025-12-08T18:53:08.047810-08:00","date_filed":"2025-09-08","time_filed":"16:54:17","entry_number":42,"recap_sequence_number":"2025-09-08.003","pacer_sequence_number":157,"description":"MOTION for Jesse L. Jensen to Withdraw as Attorney . Document filed by City Of Miami General Employees' & Sanitation Employees' Retirement Trust, West Palm Beach Firefighters' Pension Fund..(Uslaner, Jonathan) (Entered: 09/08/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/436350788/","id":436350788,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/69373501/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/450794149/","id":450794149,"tags":[],"absolute_url":"/docket/69373501/39/west-palm-beach-firefighters-pension-fund-v-hasbro-inc/","date_created":"2025-08-29T14:11:37.719959-07:00","date_modified":"2025-12-13T04:56:41.410669-08:00","sha1":"841013a83625f460006b07cc0c35eaf011acbfcc","page_count":13,"file_size":275104,"filepath_local":"recap/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.39.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.631621/gov.uscourts.nysd.631621.39.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 1 of 13\n\n\n\n\nUNITED STATES DISTRICT COURT\nSOUTHERN DISTRICT OF NEW YORK\n----------------------------------------------------------X\n :\nWEST PALM BEACH FIREFIGHTERS\u2019 :\nPENSION FUND, individually and on behalf :\nof all others similarly situated, :\n : 24-CV-8633 (VSB)\n Plaintiff, :\n : OPINION & ORDER\n - against - :\n :\nHASBRO, INC., et al., :\n :\n Defendants. :\n :\n--------------------------------------------------------- X\n\nAppearances:\n\nJesse Lee Jensen\nHannah Elizabeth Ross\nBernstein Litowitz Berger & Grossmann LLP\nNew York, NY\nCounsel for Plaintiff West Palm Beach Firefighters\u2019 Pension Fund and Movant City Of Miami\nGeneral Employees\u2019 & Sanitation Employees\u2019 Retirement Trust\n\nRadha Nagamani Raghavan\nBerger Montague PC\nNew York, NY\nCounsel for Movant Philadelphia Asbestos Workers Pension & Health & Welfare Funds\n\nThomas Livezey Laughlin, IV\nScott+Scott Attorneys at Law LLP\nNew York, NY\nCounsel for Movant City of Birmingham Retirement and Relief System\n\nScott D. Musoff\nSkadden, Arps, Slate, Meagher & Flom LLP\nNew York, NY\nCounsel for Defendants\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 2 of 13\n\n\n\n\nVERNON S. BRODERICK, United States District Judge:\n\n Plaintiff West Palm Beach Firefighters\u2019 Pension Fund (\u201cWest Palm Beach Firefighters\u201d)\n\nbrings this securities fraud class action lawsuit against Hasbro, Inc. (\u201cHasbro\u201d) and certain of its\n\nsenior executives. Plaintiff alleges violations of Sections 10(b) and 20(a) of the Securities\n\nExchange Act of 1934 (the \u201cExchange Act\u201d), as well the corresponding SEC rule, 17 C.F.R.\n\n\u00a7 240.10b\u20135 (\u201cRule 10b-5\u201d). (Doc. 1 (\u201cCompl.\u201d) \u00b6 10.)\n\n Before me is an unopposed motion filed by Miami General Employees\u2019 & Sanitation\n\nEmployees\u2019 Retirement Trust (\u201cMiami Retirement Trust\u201d) and West Palm Beach Firefighters\n\npursuant to Section 21D(a)(3) of the Exchange Act, as amended by the Private Securities\n\nLitigation Reform Act of 1995 (\u201cPSLRA\u201d). (Doc. 20.) Miami Retirement Trust and West Palm\n\nBeach Firefighters seek (1) to be appointed lead plaintiff, and (2) approval of Bernstein Litowitz\n\nBerger & Grossmann LLP (\u201cBernstein Litowitz\u201d) as lead counsel. Because Miami Retirement\n\nTrust and West Palm Beach Firefighters have the largest financial interest in the litigation and\n\nfulfill the adequacy and typicality requirements of Rule 23 of the Federal Rules of Civil\n\nProcedure, Miami Retirement Trust and West Palm Beach Firefighters\u2019 motion to be appointed\n\nlead plaintiff and for approval of their selection of Bernstein Litowitz as lead counsel is\n\nGRANTED.\n\n I. Factual and Procedural History1\n\n A. The Complaint\n\n On November 13, 2024, Plaintiff West Palm Beach Firefighters filed this putative class\n\naction complaint against Hasbro, as well as its Chair of the Board of Directors Richard Stoddart,\n\nChief Executive Officer Christian Cocks, former Chief Financial Officer Deborah Thomas, Chief\n\n\n1\n The facts in this Section are recited for background only and are not intended to and should not be viewed as\nfindings of fact.\n\n 2\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 3 of 13\n\n\n\n\nFinancial Officer Gina Goetter, and Chief Operating Officer Eric Nyman (collectively, the\n\n\u201cIndividual Defendants\u201d), alleging that Hasbro and Individual Defendants (collectively,\n\n\u201cDefendants\u201d) violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 by\n\nmisleading investors about Hasbro\u2019s inventory. (See Compl.) Essentially, the Complaint alleges\n\nthat Hasbro made misrepresentations and failed to disclose that both the quality and level of\n\ninventory that Hasbro and its retailers had were lower than represented. (Id. \u00b6 37.) Hasbro\u2019s\n\nshare prices fell after it issued a press release on January 26, 2023, regarding the fourth quarter\n\nresults for fiscal year 2022. (Id. \u00b6\u00b6 38\u201340.) Hasbro made additional representations about its\n\ninventory, including in earnings calls, question-and-answer sessions, and press releases\n\nthroughout 2023. (Id. \u00b6\u00b6 41\u201347.) Notably, Hasbro\u2019s share prices fell after it disclosed the\n\nfinances regarding the third quarter results for fiscal year 2023, including revising its prior\n\nguidance to expect a revenue decline of its Consumer Product segment, on October 26, 2023.\n\n(Id. \u00b6\u00b6 46\u201347.)\n\n The same day that Plaintiff West Palm Beach Firefighters filed its complaint, Bernstein\n\nLitowitz published a notice of the Complaint on Business Wire in accordance with the PSLRA,\n\n15 U.S.C. \u00a7 78u\u20134(a)(3)(A)(i). (See Doc. 22-4.) The notice advised putative class members that\n\nthey had until January 13, 2025\u2014which is the first business day that is open 60 days from the\n\npublication date of November 13, 2024\u2014to move the Court to be appointed lead plaintiff of the\n\nlitigation. (See id. at 3.)\n\n B. Lead Plaintiff Motions\n\n On January 13, 2025, various parties filed three motions for appointment as lead plaintiff\n\nand approval of lead counsel. First, Philadelphia Asbestos Workers Pension & Health & Welfare\n\nFunds (\u201cPhiladelphia Asbestos Workers\u201d) moved for appointment as lead plaintiff and approval\n\nof Berger Montague PC as lead counsel. (Doc. 17.) Second, Miami Retirement Trust and West\n 3\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 4 of 13\n\n\n\n\nPalm Beach Firefighters moved for appointment as lead plaintiff and approval of Bernstein\n\nLitowitz as lead counsel. (Doc. 20.) Third, Birmingham Retirement and Relief System moved\n\nfor appointment as lead plaintiff and approval of Scott+Scott Attorneys at Law LLP as lead\n\ncounsel. (Doc. 24.)\n\n On January 27, 2025, certain parties filed responses to the motions for appointment as\n\nlead plaintiff and approval of lead counsel. Philadelphia Asbestos Workers filed a notice of non-\n\nopposition to Miami Retirement Trust and West Palm Beach Firefighters\u2019 motion for\n\nappointment as lead plaintiff. (Doc. 27.) Birmingham Retirement and Relief System filed a\n\nsimilar notice of non-opposition to Miami Retirement Trust and West Palm Beach Firefighters\u2019\n\nmotion. (Doc. 28.) Defendants also filed a response to the motions for appointment indicating\n\nthat they generally \u201ctake no position on the motions for appointment as lead plaintiff and\n\napproval of lead counsel,\u201d except to note that they (1) request any appointment of lead plaintiff\n\nto be without prejudice and (2) object to Birmingham Retirement and Relief System\u2019s requests\n\nfor document preservation and other methods of service. (Doc. 29.) Finally, Miami Retirement\n\nTrust and West Palm Beach Firefighters filed a memorandum of law in support of their now\n\n\u201cunopposed motion for appointment as Lead Plaintiff and approval of their selection of Lead\n\nCounsel.\u201d (Doc. 30.)2\n\n\n\n\n2\n Because the other movants have filed notices of non-opposition to the Unopposed Movants\u2019 motion, those other\nmotions, (Doc. 17 (Philadelphia Asbestos Workers\u2019 motion), Doc. 24 (Birmingham Retirement and Relief System\u2019s\nmotion)), are DENIED as moot.\n\n 4\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 5 of 13\n\n\n\n\n II. Discussion\n\n A. Appointment of Lead Plaintiff\n\n 1. Applicable Law\n\n The procedures set forth in the PSLRA govern the appointment of lead plaintiff in\n\nsecurities class actions. See In re Nortel Networks Corp. Sec. Litig., 539 F.3d 129, 131 n.2 (2d\n\nCir. 2008). The PSLRA was enacted with the goal of \u201cprevent[ing] lawyer-driven litigation\u201d and\n\n\u201censur[ing] that parties with significant holdings in issuers, whose interests are more strongly\n\naligned with the class of shareholders, will participate in the litigation and exercise control over\n\nthe selection and actions of plaintiffs\u2019 counsel.\u201d Peters v. Jinkosolar Holding Co., No. 11-CV-\n\n7133, 2012 WL 946875, at *4 (S.D.N.Y. Mar. 19, 2012) (internal quotation marks omitted).\n\nBefore the enactment of the PSLRA, \u201cprofessional plaintiffs\u201d overwhelmingly and\n\ndisproportionately profited, \u201cirrespective of the culpability of the defendants\u201d and \u201cat the\n\nexpense of shareholders with larger stakes.\u201d Schulman v. Lumenis, Ltd., No. 02-CV-1989, 2003\n\nWL 21415287, at *2 (S.D.N.Y. June 18, 2003) (internal quotation marks omitted). Consistent\n\nwith this intent, under the PSLRA, courts are to \u201cappoint as lead plaintiff the member or\n\nmembers of the purported plaintiff class that the court determines to be most capable of\n\nadequately representing the interests of class members.\u201d 15 U.S.C. \u00a7 78u\u20134(a)(3)(B)(i).\n\n The PSLRA provides that I \u201cadopt a presumption that the most adequate plaintiff\u201d is the\n\n\u201cperson or group of persons\u201d who (a) have satisfied notice and filing requirements, (b) have \u201cthe\n\nlargest financial interest in the relief sought by the class,\u201d and (c) \u201cotherwise satisf[y] the\n\nrequirements of Rule 23.\u201d 15 U.S.C. \u00a7 78u\u20134(a)(3)(B)(iii)(I)(aa)\u2013(cc). I explain each of these\n\nrequirements in turn.\n\n\n\n\n 5\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 6 of 13\n\n\n\n\n a. Notice and Filing Requirements\n\n The PSLRA requires that the plaintiff in the first-filed action publish a notice of the\n\npendency of the action in a \u201cwidely circulated national business-oriented publication or wire\n\nservice\u201d within twenty days from the date that the complaint is filed. 15 U.S.C. \u00a7 77z-\n\n1(a)(3)(A)(i). The notice must inform the purported plaintiff class \u201cof the pendency of the\n\naction, the claims asserted therein, and the purported class period\u201d and \u201cthat, not later than 60\n\ndays after the date on which the notice is published, any member of the purported class may\n\nmove the court to serve as lead plaintiff.\u201d Id. Courts have \u201can independent duty to scrutinize the\n\npublished notice and ensure that the notice comports with the objectives of the PSLRA, that is,\n\nencouraging the most adequate plaintiff . . . to come forward and take control of the litigation.\u201d\n\nArmstrong v. Med. Props. Tr., Inc., No. 23-CV-8597, 2024 WL 3784445, at *2 (S.D.N.Y. Aug.\n\n13, 2024) (internal quotation marks omitted).\n\n b. Largest Financial Interest\n\n i. Aggregating Financial Interest\n\n Although the PSLRA permits a \u201cperson or group of persons\u201d to be appointed as lead\n\nplaintiff, 15 U.S.C. \u00a7 78u-4(a)(3)(b)(iii)(I), it does not define \u201cgroup of persons\u201d or whether\n\nthese persons must be related, see In re eSpeed, Inc. Sec. Litig., 232 F.R.D. 95, 99 (S.D.N.Y.\n\n2005) (\u201cThe PSLRA does not, unfortunately, define what constitutes an appropriate\n\ncandidate. . . . [T]he Act does not specify whether the \u2018members\u2019 must be related in some fashion\n\nin order to qualify as an appropriate lead plaintiff group.\u201d). Courts permit unrelated investors to\n\nmove for appointment as lead plaintiff, and aggregate their financial interests, on a case-by-case\n\nbasis. See Varghese v. China Shenghuo Pharm. Holdings, Inc., 589 F. Supp. 2d 388, 392\n\n(S.D.N.Y. 2008). \u201cGroups with unrelated members must, however, provide evidence that they\n\nwill function cohesively and thus best serve the class.\u201d Armstrong, 2024 WL 3784445, at *3\n\n 6\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 7 of 13\n\n\n\n\n(citations omitted). Courts consider factors such as: \u201c(1) the existence of a pre-litigation\n\nrelationship between group members; (2) involvement of the group members in the litigation\n\nthus far; (3) plans for cooperation; (4) the sophistication of its members; and (5) whether the\n\nmembers chose outside counsel, and not vice versa.\u201d Varghese, 589 F. Supp. 2d at 392. Courts\n\nwill reject a group of unrelated investors if the group \u201chas not provided sufficient evidence that it\n\nwill function cohesively, and has only provided \u2018conclusory assurances\u2019 that call into question\n\nwhether it can manage th[e] litigation effectively.\u201d Micholle v. Ophthotech Corp., No. 17-CV-\n\n1758, 2018 WL 1307285, at *9 (S.D.N.Y. Mar. 13, 2018) (quoting Pipefitters Local No. 636\n\nDefined Benefit Plan v. Bank of Am. Corp., 275 F.R.D. 187, 191\u201392 (S.D.N.Y. 2011)).\n\n ii. Calculating Financial Interest\n\n When determining the party with the largest financial interest, courts in this District\n\nconsider: \u201c(1) the total number of shares purchased during the class period; (2) the net shares\n\npurchased during the class period[;] . . . (3) the net funds expended during the class period[;] . . .\n\nand (4) the approximate [financial] losses suffered.\u201d Varghese, 589 F. Supp. 2d at 395. Of the\n\nfour factors, financial loss is the most significant. See Reitan v. China Mobile Games & Ent.\n\nGrp., Ltd., 68 F. Supp. 3d 390, 395 (S.D.N.Y. 2014); Weiss v. Friedman, Billings, Ramsey Grp.,\n\nInc., No. 05-CV-04617, 2006 WL 197036, at *3 (S.D.N.Y. Jan. 25, 2006) (\u201cThe amount of\n\nfinancial loss is the most significant of the Lax-style elements.\u201d (internal quotation marks and\n\nalterations omitted)).\n\n Courts notably consider only recoverable losses when calculating financial loss for the\n\npurpose of selecting lead plaintiff. See In re Comverse Tech., Inc. Sec. Litig., No. 06-CV-1825,\n\n2007 WL 680779, at *5 & n.6 (S.D.N.Y. Mar. 2, 2007). In securities fraud cases, courts must\n\nconsider only those losses that a plaintiff incurred after a misrepresentation is revealed to the\n\npublic. See Topping v. Deloitte Touche Tohmatsu CPA, 95 F. Supp. 3d 607, 617\u201318 (S.D.N.Y.\n 7\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 8 of 13\n\n\n\n\n2015); see also Comverse, 2007 WL 680779, at *5 (\u201c[W]here (as here) it is clear from the face of\n\nthe pleadings that most of [the movant\u2019s] losses were suffered before any alleged corrective\n\ndisclosure, the court would be abdicating its responsibility under the PSLRA if it were to ignore\n\nthat issue at this stage.\u201d). Any losses incurred based on \u201cin-and-out\u201d trades\u2014where an investor\n\nbuys stock and sells it during the class period but before any disclosures\u2014should not be\n\nconsidered. See Topping, 95 F. Supp. 3d at 618 (\u201c[W]hen calculating movants\u2019 financial interests\n\non a lead plaintiff motion, courts should not include \u2018losses resulting from \u2018in-and-out\u2019\n\ntransactions, which took place during the class period, but before the misconduct identified in the\n\ncomplaint was ever revealed to the public.\u2019\u201d (alterations adopted) (quoting Comverse, 2007 WL\n\n680779, at *4)). This is consistent with Dura Pharmaceuticals, Inc. v. Broudo, where the\n\nSupreme Court held that securities actions only provide recoveries for \u201ceconomic losses that\n\nmisrepresentations actually cause.\u201d 544 U.S. 336, 345 (2005). Thus, any losses resulting from\n\nsales of shares before a company\u2019s misconduct is revealed are not considered for the purpose of\n\nloss calculation \u201cbecause those losses cannot be proximately linked to the misconduct at issue.\u201d\n\nKhunt v. Alibaba Grp. Holding Ltd., 102 F. Supp. 3d 523, 531 (S.D.N.Y. 2015) (quoting\n\nComverse, 2007 WL 680779, at *4).\n\n c. Rule 23\n\n The last requirement is that the lead plaintiff must satisfy the requirements of Rule 23 of\n\nthe Federal Rules of Civil Procedure. See 15 U.S.C. \u00a7 78u-4(a)(3)(B)(iii)(I)(cc). Rule 23 states:\n\n One or more members of a class may sue or be sued as representative\n parties on behalf of all members only if: (1) the class is so numerous\n that joinder of all members is impracticable; (2) there are questions\n of law or fact common to the class; (3) the claims or defenses of the\n representative parties are typical of the claims or defenses of the\n class; and (4) the representative parties will fairly and adequately\n protect the interests of the class.\n\n\n\n 8\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 9 of 13\n\n\n\n\nFed. R. Civ. P. 23(a). The Rule 23 analysis in the context of appointment of lead plaintiff \u201cneed\n\nnot be as complete as would a similar determination for the purpose of class certification.\u201d\n\neSpeed, 232 F.R.D. at 102. The parties moving for lead plaintiff are only required to make a\n\nprima facie showing that they meet the Rule 23 prerequisites, and courts need only consider the\n\ntypicality and adequacy requirements. See Varghese, 589 F. Supp. 2d at 397.\n\n With respect to typicality, courts consider whether the claims of the proposed lead\n\nplaintiff \u201carise from the same conduct from which the other class members\u2019 claims and injuries\n\narise.\u201d In re Initial Pub. Offering Sec. Litig., 214 F.R.D. 117, 121 (S.D.N.Y. 2002) (internal\n\nquotation marks omitted).\n\n The adequacy requirement is satisfied where the proposed lead plaintiff \u201cfairly and\n\nadequately protect[s] the interests of the class.\u201d Fed. R. Civ. P. 23(a)(4). \u201cIn evaluating\n\nadequacy, courts have assessed factors such as: (1) the size, available resources and experience\n\nof the proposed lead plaintiff[;] (2) the qualifications of the proposed class counsel; and (3) any\n\npotential conflicts or antagonisms rising among purported class members.\u201d Blackmoss Invs., Inc.\n\nv. ACA Cap. Holdings, Inc., 252 F.R.D. 188, 191 (S.D.N.Y. 2008) (internal quotation marks\n\nomitted).\n\n 2. Application\n\n a. Notice and Filing\n\n The notice and filing in this case satisfy the PSLRA requirements. (See Doc. 22-4.) It\n\nwas timely made, having been published on the same day of the filing of the complaint on\n\nNovember 13, 2024. See 15 U.S.C. \u00a7 78u-4(a)(3)(A)(i). The notice informs investors of the\n\npendency of the lawsuit\u2014including its case caption, the class period, and the fact that investors\n\nmust file a motion to serve as lead plaintiff \u201cno later than January 13, 2025.\u201d (Id. at 3.) See 15\n\nU.S.C. \u00a7 78u-4(a)(3)(A)(i). Miami Retirement Trust and West Palm Beach Firefighters timely\n\n 9\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 10 of 13\n\n\n\n\nfiled for appointment as lead plaintiff on January 13, 2025, (Doc. 20), and parties that filed\n\ncompeting motions seeking appointment as lead plaintiff have since filed notices of non-\n\nopposition to Miami Retirement Trust and West Palm Beach Firefighters\u2019 motion, (Docs. 27, 28).\n\nMiami Retirement Trust and West Palm Beach Firefighters\u2019 (collectively, \u201cUnopposed\n\nMovants\u201d) motion is therefore now unopposed.\n\n b. Largest Financial Interest\n\n Unopposed Movants claim to have the largest financial interest in the action and claim a\n\nfinancial loss of $1,726,068 in connection with their Class Period3 transactions in Hasbro shares.\n\n(Doc. 30 (\u201cUnopposed Movants\u2019 Mem.\u201d) at 5\u20136.) Unopposed Movants also note that Miami\n\nRetirement Trust alone \u201cincurred a loss that is larger than the combined loss reported by the other\n\nmovants.\u201d (Id. at 6.) As noted, the parties that filed competing motions seeking appointment as\n\nlead plaintiff have since filed notices of non-opposition to Miami Retirement Trust and West\n\nPalm Beach Firefighters\u2019 motion. (Docs. 27, 28.) Because no party filed an objection to\n\nUnopposed Movants\u2019 financial loss claims, I find that Unopposed Movants have satisfied this\n\nrequirement. See Moore v. Checkpoint Therapeutics, Inc., No. 24-CV-2613, 2024 WL 3090623,\n\nat *2 (S.D.N.Y. June 21, 2024) (\u201cassum[ing]\u201d that investor with unopposed motion to serve as\n\nlead plaintiff had a \u201cfinancial interest render[ing] him suitable to serve as lead plaintiff,\u201d and\n\ncollecting similar cases).\n\n c. Otherwise Satisfying Rule 23\n\n Unopposed Movants satisfy the adequacy and typicality requirements of Rule 23.\n\nBecause Unopposed Movants purchased Hasbro common stock during the Class Period,\n\n(Unopposed Movants\u2019 Mem. 7; Compl. \u00b6 1), they have claims \u201caris[ing] from the same conduct\n\n\n\n3\n The Complaint defines \u201cClass Period\u201d as between February 7, 2022 and October 25, 2023. (Compl. \u00b6 1.)\n\n 10\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 11 of 13\n\n\n\n\nfrom which the other class members\u2019 claims and injuries arise,\u201d Initial Pub. Offering, 214 F.R.D.\n\nat 121 (internal quotation marks omitted). Given their significant financial losses and their claim\n\nthat they \u201ccomprise a small, cohesive group of institutional investors that are capable of\n\nsupervising this litigation,\u201d (Unopposed Movants\u2019 Mem. 8), I find that Unopposed Movants will\n\n\u201cfairly and adequately protect the interests of the class,\u201d Fed. R. Civ. P. 23(a)(4); see also Pirelli\n\nArmstrong Tire Corp. Retiree Med. Benefits Tr. v. LaBranche & Co., 229 F.R.D. 395, 417\u201318\n\n(S.D.N.Y. 2004). No other movant has provided any proof that Unopposed Movants would not\n\nbe able to \u201cfairly and adequately protect the interests of the class\u201d or are \u201csubject to unique\n\ndefenses that render such plaintiff[s] incapable of adequately representing the class.\u201d 15 U.S.C.\n\n\u00a7 78u-4(a)(3)(B)(iii)(II).\n\n Notably, two institutional investors, Miami Retirement Trust and West Palm Beach\n\nFirefighters, may serve collectively as lead plaintiff in this securities class action. See 15 U.S.C.\n\n\u00a7 78u-4(a)(3)(B)(i) (allowing appointment of \u201cmembers of the purported plaintiff class\u201d as lead\n\nplaintiff); see also Hansen v. Ferrellgas Partners, L.P., No. 16-CV-7840, 2017 WL 281742, at *3\n\n(S.D.N.Y. Jan. 19, 2017) (\u201c[A]s the statute makes clear, groups of plaintiffs are specifically\n\npermitted by the PLSRA to be appointed lead plaintiff.\u201d (internal quotation marks omitted and\n\nalterations adopted)). The Unopposed Movants also describe their independent decision-making\n\nprocess to work together, including in conference calls \u201cto discuss their leadership of this case to\n\nensure that it will be litigated in the best interests of all Class Members.\u201d (Unopposed Movants\u2019\n\nMem. 8.) Unopposed Movants also contend that there is no conflict between their interests and\n\nthose of other class members. (Id. at 9.) I therefore find that Unopposed Movants satisfy the\n\nadequacy and typicality requirements of Rule 23.\n\n Accordingly, I find that Unopposed Movants should serve collectively as lead plaintiff.\n\n\n\n 11\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 12 of 13\n\n\n\n\n B. Appointment of Lead Counsel\n\n The PSLRA provides that the \u201cmost adequate plaintiff shall, subject to the approval of the\n\ncourt, select and retain counsel to represent the class.\u201d 15 U.S.C. \u00a7 78u-4(a)(3)(B)(v). \u201cThere is\n\na strong presumption in favor of approving a properly-selected lead plaintiff\u2019s decisions as to\n\ncounsel selection.\u201d Armstrong, 2024 WL 3784445, at *5 (internal quotation marks omitted).\n\n Unopposed Movants have selected Bernstein Litowitz as counsel. I have reviewed\n\nUnopposed Movants\u2019 filings in this case, as well as Bernstein Litowitz\u2019 firm resume, (Doc. 22-5),\n\nand I find that Bernstein Litowitz is highly experienced in securities litigation and is capable of\n\nadequately and effectively representing the class. Unopposed Movants\u2019 motion that Bernstein\n\nLitowitz be appointed lead counsel in this action is GRANTED.\n\n III. Conclusion\n\n I find that Unopposed Movants collectively are the presumptive lead plaintiff and no\n\nother movant has rebutted that presumption. Moreover, Unopposed Movants have a substantial\n\nfinancial interest in the action, and meet the typicality and adequacy requirements of Rule 23.\n\nTherefore, Unopposed Movants\u2019 motion for appointment as lead plaintiff and for approval of\n\nlead counsel, (Doc. 20), is GRANTED.\n\n The other movants\u2019 competing motions to be appointed lead plaintiff, (Docs. 17, 24), are\n\nDENIED as moot because they were effectively withdrawn by subsequent notices of non-\n\nopposition to the Unopposed Movants\u2019 motion.\n\n The Clerk of Court is respectfully requested to terminate the pending motions at\n\nDocuments 17, 20, and 24. Within fourteen (14) days of this Order, the parties shall file a\n\nproposed schedule for any answer or motion in response.\n\n\n\n\n 12\n\f Case 1:24-cv-08633-VSB Document 39 Filed 08/29/25 Page 13 of 13\n\n\n\n\nSO ORDERED.\n\nDated: August 29, 2025\n New York, New York\n\n ______________________\n Vernon S. Broderick\n United States District Judge\n\n\n\n\n 13\n\f","ocr_status":null,"date_upload":"2025-10-12T02:33:56.498064-07:00","document_number":"39","attachment_number":null,"pacer_doc_id":"127038127971","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Memorandum & Opinion","acms_document_guid":""}],"date_created":"2025-08-29T14:11:37.688652-07:00","date_modified":"2025-12-13T04:56:41.383139-08:00","date_filed":"2025-08-29","time_filed":"15:46:17","entry_number":39,"recap_sequence_number":"2025-08-29.001","pacer_sequence_number":142,"description":" OPINION & ORDER re: 24 MOTION to Appoint City of Birmingham Retirement and Relief System to serve as lead plaintiff(s) . filed by City of Birmingham Retirement and Relief System, 17 MOTION to Appoint Philadelphia Asbestos Worke rs Pension & Health & Welfare Funds to serve as lead plaintiff(s) . MOTION to Appoint Counsel . filed by Philadelphia Asbestos Workers Pension & Health & Welfare Funds, 20 MOTION to Appoint Counsel . MOTION to Appoint City of Miami General Employees' & Sanitation Employees' Retirement Trust and West Palm Beach Firefighters' Pension Fund to serve as lead plaintiff(s) . filed by West Palm Beach Firefighters' Pension Fund, City Of Miam i General Employees' & Sanitation Employees' Retirement Trust. I find that Unopposed Movants collectively are the presumptive lead plaintiff and no other movant has rebutted that presumption. Moreover, Unopposed Movants have a substantial f inancial interest in the action, and meet the typicality and adequacy requirements of Rule 23. Therefore, Unopposed Movants' motion for appointment as lead plaintiff and for approval of lead counsel, (Doc. 20), is GRANTED. The other movants' ; competing motions to be appointed lead plaintiff, (Docs. 17, 24), are DENIED as moot because they were effectively withdrawn by subsequent notices of non-opposition to the Unopposed Movants' motion. The Clerk of Court is respectfully requested to terminate the pending motions at Documents 17, 20, and 24. Within fourteen (14) days of this Order, the parties shall file a proposed schedule for any answer or motion in response. SO ORDERED. (Signed by Judge Vernon S. 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