IN RE: ADAPTHEALTH CORP. SECURITIES LITIGATION — Entry #100: Declaration re 98 MOTION for Approval [Lead Plaintiffs' Motion for Final Approval of Settlement and Plan of Allocation], 99 MOTION for Attorney Fees [Lead…
Case: IN RE: ADAPTHEALTH CORP. SECURITIES LITIGATION paed · 2:23-cv-04104
filed October 24, 2023
What this document is
Docket entry #100 · filed April 08, 2026
Declaration re 98 MOTION for Approval [Lead Plaintiffs' Motion for Final Approval of Settlement and Plan of Allocation], 99 MOTION for Attorney Fees [Lead Counsel's Motion for Attorneys' Fees and Litigation Expenses] by ALLEGHENY COUNTY EMPLOYEES RETIREMENT SYSTEM,, City of Tallahassee Pension Plan, International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario. (Attachments: # 1 Exhibit 1 - Murphy Declaration, # 2 Exhibit 2 - Szymanski Declaration, # 3 Exhibit 3 - Nose Declaration, # 4 Exhibit 4 - Toman Declaration, # 5 Exhibit 5 - Cornerstone - 2025 SCAS Filings, # 6 Exhibit 6 - Cornerstone - 2025 SCAS Settlements, # 7 Exhibit 7 - Marquez Declaration for Kroll, # 8 Exhibit 8 - Summary of Lead Plaintiffs' Counsel's Hours, Lodestar & Expenses, # 9 Exhibit 8A - Sinderson Declaration for BLB&G, # 10 Exhibit 8B - Kaskela Declaration, # 11 Exhibit 8C - Zigler Declaration for Koskie Minsky, # 12 Exhibit 9 - Lead Plaintiffs' Counsel's Expenses by Category, # 13 Exhibit 10 - Compendium of Unpublished Authority)(SINDERSON, KATHERINE) (Entered: 04/08/2026)
Who is involved
- ADAPTHEALTH CORP.
- ALAN QUASHA
- ALLEGHENY COUNTY EMPLOYEES RETIREMENT SYSTEM,
- BOFA SECURITIES, INC
- BRADLEY COPPENS
- CANACCORD GENUITY LLC
- City of Tallahassee Pension Plan
- City of Warwick Retirement Fund
- DALE WOLF
- DAVID S. WILLIAMS, III
- DEUTSCHE BANK SECURITIES INC.
- DR. SUSAN WEAVER
- ERIE COUNTY EMPLOYEES RETIREMENT SYSTEM
- FRANK J. MULLEN
- International Union of Operating Engineers, Local No. 793, Members Pension Benefit Trust of Ontario
- JASON A. CLEMENS
- JEFFERIES LLC
- JOSHUA PARNES
- LEERINK PARTNERS LLC
- LUKE MCGEE
- Oklahoma Law Enforcement Retirement System
- RBC CAPITAL MARKETS, LLC
- RICHARD BARASCH
- ROBERT W. BAIRD & CO. INCORPORATED
- RODNEY CARSON
- SHAW RIETKERK
- STEPHEN P. GRIGGS
- STIFEL, NICOLAUS & COMPANY, INCORPORATED
- TERENCE CONNORS
- TRUIST SECURITIES, INC.
- UBS SECURITIES LLC
- UNIVERSITY OF PUERTO RICO RETIREMENT SYSTEM
- WENDY RUSSALESI
Why we have it
We follow this case because it names a company we track, although that company is not a party:
- IREN: its project “Horizon” appears in a filing in this case.
…12 City of Roseville Emps.' Ret. Sys. v. Horizon Lines, Inc., 442 F. App’x 672 (3d Cir. 2011)…
A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved October 31, 2026. Federal court filings are public records.
Document text
43 page(s), 93,153 characters, converted from the PDF's text layer · plain text.
Full text
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 1 of 43
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF PENNSYLVANIA
In re AdaptHealth Corp. Securities Litigation Case No. 2:23-cv-04104-MRP
DECLARATION OF KATHERINE M. SINDERSON IN SUPPORT OF
(I) LEAD PLAINTIFFS’ MOTION FOR FINAL APPROVAL OF SETTLEMENT
AND PLAN OF ALLOCATION, AND (II) LEAD COUNSEL’S
MOTION FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 2 of 43
TABLE OF CONTENTS
Page
I. INTRODUCTION .............................................................................................................. 1
II. HISTORY OF THE ACTION ............................................................................................ 6
Background and the Claims Asserted ..................................................................... 6
The Commencement of the Action and the Appointment of Lead Plaintiffs
and Lead Counsel .................................................................................................... 7
The Investigation and Filing of the Complaint ....................................................... 7
Defendants’ Motion to Dismiss .............................................................................. 9
Work with Experts ................................................................................................ 10
The Settling Parties’ Mediation Efforts and Settlement of the Action ................. 11
The Court Grants Preliminary Approval of the Settlement .................................. 12
III. RISKS OF CONTINUED LITIGATION ......................................................................... 13
A. General Risks in Prosecuting Securities Class Actions ........................................ 14
B. Specific Risks Concerning this Action ................................................................. 16
1. Risks Concerning Liability ....................................................................... 17
2. Risks Concerning Loss Causation and Damages ...................................... 19
3. Risks Related to Class Certification ......................................................... 21
4. Ability-to-Pay Risks.................................................................................. 22
C. The Settlement Amount Compared to the Likely Maximum Damages that
Could Be Proved at Trial ...................................................................................... 22
IV. LEAD PLAINTIFFS’ COMPLIANCE WITH THE COURT’S PRELIMINARY
APPROVAL ORDER REQUIRING ISSUANCE OF NOTICE...................................... 24
V. THE PROPOSED PLAN OF ALLOCATION OF THE PROCEEDS OF THE
SETTLEMENT ................................................................................................................. 26
VI. THE FEE AND EXPENSE APPLICATION ................................................................... 29
The Fee Application .............................................................................................. 30
i
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 3 of 43
1. Lead Plaintiffs Have Authorized and Support the Fee Application ......... 31
2. The Time and Labor of Lead Plaintiffs’ Counsel ..................................... 31
3. The Skill and Experience of Lead Plaintiffs’ Counsel.............................. 33
4. Standing and Caliber of Defendants’ Counsel .......................................... 33
5. The Risks of Litigation and the Need to Ensure the Availability of
Competent Counsel in High-Risk Contingent Cases ................................ 33
6. The Reaction of the Settlement Class to the Fee Application .................. 35
The Litigation Expense Application ..................................................................... 35
VII. CONCLUSION ................................................................................................................. 38
ii
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 4 of 43
TABLE OF EXHIBITS
Exhibit 1 Declaration of David M. Murphy in Support of Lead Plaintiffs’ Motion for Final
Approval of Settlement
Exhibit 2 Declaration of Walter Szymanski, Administrative Officer of the Allegheny County
Employees’ Retirement System, in Support of (I) Lead Plaintiffs’ Motion for Final
Approval of Settlement and Plan of Allocation; and (II) Lead Counsel’s Motion for
Attorneys’ Fees and Litigation Expenses
Exhibit 3 Declaration of Virgil Nosè, on Behalf of International Union of Operating
Engineers, Local No. 793, Members Pension Benefit Trust of Ontario, in Support
of (I) Lead Plaintiffs’ Motion for Final Approval of Settlement and Plan of
Allocation; and (II) Lead Counsel’s Motion for Attorneys’ Fees and Litigation
Expenses
Exhibit 4 Declaration of Amy M. Toman, on Behalf of the City of Tallahassee Pension Plan,
in Support of (I) Lead Plaintiffs’ Motion for Final Approval of Settlement and Plan
of Allocation; and (II) Lead Counsel’s Motion for Attorneys’ Fees and Litigation
Expenses
Exhibit 5 CORNERSTONE RESEARCH, SECURITIES CLASS ACTION FILINGS: 2025 YEAR IN
REVIEW (2026)
Exhibit 6 CORNERSTONE RESEARCH, SECURITIES CLASS ACTION SETTLEMENTS: 2025 REVIEW
AND ANALYSIS (2026)
Exhibit 7 Declaration of Lindsey Marquez of Kroll Settlement Administration LLC
Regarding: (A) Mailing of the Notice and Claim Form; (B) Publication of the
Summary Notice; and (C) Report on Requests for Exclusion Received to Date
Exhibit 8 Summary of Lead Plaintiffs’ Counsel’s Hours, Lodestar, and Expenses
Exhibit 8A Declaration of Katherine M. Sinderson in Support of Lead
Counsel’s Motion for Attorneys’ Fees and Litigation Expenses on
Behalf of Bernstein Litowitz Berger & Grossmann LLP
Exhibit 8B Declaration of D. Seamus Kaskela in Support of Lead Counsel’s
Motion for Attorneys’ Fees and Litigation Expenses on Behalf of
Kaskela Law LLC
Exhibit 8C Declaration of Mark Zigler in Support of Lead Counsel’s Motion for
Attorneys’ Fees and Litigation Expenses on Behalf of Koskie
Minsky LLP
Exhibit 9 Breakdown of Lead Plaintiffs’ Counsel’s Expenses by Category
Exhibit 10 Compendium of Unpublished Opinions and Authority Cited in Fee Memorandum
iii
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 5 of 43
I, KATHERINE M. SINDERSON, declare as follows:
1. I am an attorney admitted pro hac vice to this Court. I am a partner in the law firm
of Bernstein Litowitz Berger & Grossmann LLP (“BLB&G” or “Lead Counsel”). BLB&G serves
as Lead Counsel for Lead Plaintiffs Allegheny County Employees’ Retirement System
(“ACERS”), International Union of Operating Engineers, Local No. 793, Members Pension
Benefit Trust of Ontario (“Local 793”), and City of Tallahassee Pension Plan (“Tallahassee,” and,
collectively, “Lead Plaintiffs”), and as Lead Counsel for the Settlement Class in the above-
captioned action (the “Action”). I submit this declaration in support of Lead Plaintiffs’ Motion for
Final Approval of Settlement and Plan of Allocation (the “Settlement Motion”), and Lead
Counsel’s Motion for Attorneys’ Fees and Litigation Expenses (the “Fee Motion”). I have personal
knowledge of the matters set forth herein based on my active participation in the prosecution and
settlement of this action and could and would testify competently thereto.1
I. INTRODUCTION
2. The proposed Settlement before the Court provides for the resolution of all claims
in the Action in exchange for a cash payment of $35,000,000, plus interest, for the benefit of the
Settlement Class. The Settlement Amount has been paid into an escrow account and is earning
1
All capitalized terms that are not otherwise defined herein shall have the meanings provided in
the Stipulation and Agreement of Settlement dated December 18, 2025 (ECF No. 94-2) (the
“Stipulation”), which was entered into by and among (i) Lead Plaintiffs, on behalf of themselves
and the Settlement Class, and (ii) Defendants AdaptHealth Corp. (“AdaptHealth” or the
“Company”), Luke McGee, Stephen P. Griggs, Joshua Parnes, Jason A. Clemens, Shaw Rietkerk,
Wendy Russalesi, Rodney Carson, Alan Quasha, Frank J. Mullen, Richard Barasch, Terence
Connors, Dr. Susan Weaver, Dale Wolf, Bradley Coppens, and David S. Williams III (collectively,
the “Individual Defendants,” and, together with AdaptHealth, the “AdaptHealth Defendants”), and
Deutsche Bank Securities Inc., Jefferies LLC, BofA Securities, Inc., Truist Securities, Inc., Robert
W. Baird & Co. Incorporated, RBC Capital Markets, LLC, Stifel, Nicolaus & Company,
Incorporated, UBS Securities LLC, Canaccord Genuity LLC, and Leerink Partners LLC
(collectively, the “Underwriter Defendants,” and, together with the AdaptHealth Defendants,
“Defendants”).
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 6 of 43
interest. As detailed below, the Settlement provides a significant and immediate benefit to the
Settlement Class by conferring a substantial, certain, and near-term recovery while avoiding the
considerable risks and uncertainties of continued litigation—including the real possibility that the
Settlement Class could recover nothing, or far less than the Settlement Amount, after years of
additional litigation, appeals, and delay.
3. The proposed Settlement is the result of extensive efforts by Lead Plaintiffs and
Lead Counsel over the past two years, which included, among other things:
conducting an extensive investigation into the alleged fraud, including interviews with
over 90 potential witnesses, and a thorough review of publicly available information
about the claims, including AdaptHealth’s filings with the U.S. Securities and
Exchange Commission (“SEC”), analyst reports, conference call transcripts, and news
articles;
drafting the detailed 176-page Amended Class Action Complaint for Violations of the
Federal Securities Laws (ECF No. 59) (the “Complaint”) based on Lead Counsel’s
extensive factual investigation;
opposing Defendants’ motion to dismiss the Complaint;
preparing for a mediation session before David Murphy of Phillips ADR, including
preparing a submission on potential damages;
engaging in vigorous arm’s-length negotiations through Mr. Murphy; and
drafting and negotiating the Stipulation setting out the terms of the Settlement and
related documentation.
4. As a result of these extensive efforts, Lead Plaintiffs and Lead Counsel were
thoroughly informed of the strengths and weaknesses of the claims and defenses in the Action at
the time they achieved the proposed Settlement, including the risk that there might be no recovery
at all. At the time of settlement, the Court had not yet decided Defendants’ pending motion to
dismiss, which could have resulted in a dismissal of the Complaint in its entirety without any
discovery whatsoever. As discussed further below, even assuming that Lead Plaintiffs largely
prevailed on that pending motion, Lead Plaintiffs would still have faced formidable risks in
2
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 7 of 43
establishing all elements of their claims through continued litigation, including falsity, scienter,
loss causation, and damages. Defendants have vigorously denied that they made any false or
misleading statements and omissions or that they acted with scienter. Defendants argued, among
other things, that the challenged financial figures were accurate, that the allegations in the
Complaint were based on reports from a few low-level employees without access to the Individual
Defendants, and that many of the challenged statements constituted inactionable puffery or
opinion. In addition, Defendants contested Lead Plaintiffs’ loss causation arguments and damages
calculations, claiming that the alleged corrective disclosures are not actionable because they did
not reveal any new information or were unrelated to the alleged fraud. If successful, those
arguments could have eliminated or substantially reduced the total potential recovery for the
Settlement Class. In light of these significant risks of continued litigation, Lead Plaintiffs and Lead
Counsel firmly believe that the proposed $35,000,000 Settlement represents a highly favorable
result for the Settlement Class.
5. The Settlement was achieved only after arm’s-length negotiations which included
an in-person mediation session with David Murphy of Phillips ADR Enterprises LLC on October
8, 2025. In advance of the scheduled mediation, Lead Plaintiffs prepared and submitted a statement
concerning damages in the action. The Settling Parties then engaged in a day-long mediation and
subsequent discussions facilitated by Mr. Murphy before reaching an agreement. Mr. Murphy has
submitted a declaration in support of the Settlement, which states that the Settlement “was the
product of arm’s-length, adversarial negotiation by seasoned, well-informed counsel.” Declaration
of David Murphy in Support of Lead Plaintiffs’ Motion for Final Approval of Settlement (“Murphy
Decl.”), attached hereto as Exhibit 1, at ¶ 10.
3
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 8 of 43
6. Lead Plaintiffs endorse the Settlement. Lead Plaintiffs are institutional investors
that actively participated in the Action and closely monitored the work of Lead Counsel, and they
fully endorse approval of the Settlement. See Declaration of Walter Szymanski on behalf of
ACERS, attached hereto as Exhibit 2 (“Szymanski Decl.”), at ¶¶ 3-6; Declaration of Virgil Nosè,
on behalf of Local 793, attached hereto as Exhibit 3 (“Nosè Decl.”), at ¶¶ 3-6; Declaration of Amy
M. Toman, on behalf of Tallahassee (“Toman Decl.”), ¶¶ 3-6. In enacting the Private Securities
Litigation Reform Act of 1995 (the “PSLRA”), Congress expressly intended to give control over
securities class actions to sophisticated institutional investors like Lead Plaintiffs and noted that
increasing the role of institutional investors in class actions would benefit shareholders and assist
courts by improving the quality of representation in this type of case. H.R. Conf. Rep. No. 104-
369, at *34 (1995), reprinted in 1995 U.S.C.C.A.N. 730, 733. Accordingly, Lead Plaintiffs’
approval of the Settlement supports the reasonableness of the Settlement.
7. In sum, Lead Plaintiffs and Lead Counsel are well-informed of the strengths and
weaknesses of the Action, and they believe that the Settlement is fair and reasonable and represents
a favorable outcome for the Settlement Class.
8. Lead Plaintiffs also request that the Court approve the proposed Plan of Allocation
for the settlement funds. As discussed in further detail below, the proposed Plan of Allocation,
which was developed with the assistance of Lead Plaintiffs’ damages expert, provides for the
equitable distribution of the Net Settlement Fund to Settlement Class Members who submit Claim
Forms that are approved for payment by the Court. The proposed Plan of Allocation provides for
distribution to eligible claimants on a pro rata basis, based on losses attributable to the allegations
in the Complaint.
4
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 9 of 43
9. Lead Counsel worked diligently and efficiently to achieve the proposed Settlement
in the face of substantial risks. Lead Counsel and the other Lead Plaintiffs’ Counsel, which
includes Kaskela Law LLC, liaison counsel for Lead Plaintiffs and the Settlement Class, and
Koskie Minsky LLP, additional counsel for Lead Plaintiff Local 793 (collectively with Lead
Counsel, “Lead Plaintiffs’ Counsel”) prosecuted this case on a fully contingent basis and advanced
all litigation-related expenses, and thus bore the risk of an unfavorable result. Lead Counsel is
applying for an award of attorneys’ fees in the amount of 25% of the Settlement Fund for all Lead
Plaintiffs’ Counsel. The requested fee has been approved by Lead Plaintiffs and is well within the
range of fees that courts in this Circuit and elsewhere have awarded in securities class actions and
other complex class actions with comparable recoveries.
10. Lead Counsel’s Fee and Expense Application also seeks payment of $191,222.40
in Litigation Expenses incurred by Lead Plaintiffs’ Counsel in connection with the institution,
prosecution, and settlement of the Action.
11. For all the reasons discussed in this Declaration and in the accompanying motions,
including the quality of the result obtained and the meaningful litigation risks discussed below,
Lead Plaintiffs and Lead Counsel respectfully submit that the Settlement and the Plan of Allocation
are “fair, reasonable, and adequate,” and that the Court should approve them under Federal Rule
of Civil Procedure 23(e). For similar reasons, and for the additional reasons discussed below, we
respectfully submit that Lead Counsel’s Fee and Expense Application is also fair and reasonable
and should be approved.
5
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 10 of 43
II. HISTORY OF THE ACTION
Background and the Claims Asserted
12. AdaptHealth is a home medical equipment supplier providing devices for diabetes,
sleep apnea, and wound care. AdaptHealth’s common stock trades on NASDAQ under the symbol
“AHCO.”
13. In this litigation, Lead Plaintiffs assert that Defendants made false and misleading
statements in violation of the Securities Act of 1933 and the Securities Exchange Act of 1934.
Specifically, Lead Plaintiffs allege that from August 4, 2020 through November 7, 2023, inclusive
(the “Settlement Class Period”), Defendants made three broad categories of misstatements.
14. First, the Complaint alleges that, while Defendants claimed that AdaptHealth had
a vigorous compliance system and technology that prevented misconduct and mitigated business
risks, in reality the Company failed to maintain a compliance system, discontinued or dismantled
compliance systems at companies it acquired, and engaged in various illicit billing practices
including using outdated, more lucrative billing codes and billing patients for medical supplies
they did not order.
15. Second, the Complaint alleges that the Company consistently reported increasing
revenue across the Settlement Class Period and attributed that success to its compliance and billing
systems, when in fact those revenue figures were inflated by the Company’s allegedly illicit billing
practices.
16. Finally, the Complaint alleges that Defendants claimed that AdaptHealth
successfully integrated over 80 acquisitions during the Settlement Class Period, implementing its
compliance and revenue management systems, when in reality AdaptHealth failed to implement a
compliance system or common revenue cycle platform.
6
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 11 of 43
17. Lead Plaintiffs further allege that these misstatements caused the price of
AdaptHealth’s common stock to be artificially inflated and that the Company’s stock price
declined when the truth was revealed on five dates between March 1, 2022 and November 7, 2023.
The Commencement of the Action and the Appointment of Lead Plaintiffs and
Lead Counsel
18. The initial complaint in the Action was filed on October 24, 2023 by Lead Plaintiff
ACERS. ECF No. 1. On the same day, a notice was published in a national newswire service, in
accordance with the PSLRA, advising potential class members of the pendency of the action, the
claims asserted, and the deadline by which putative class members could move the Court for
appointment as lead plaintiff. ECF No. 17-6.
19. On December 26, 2023, ACERS, Local 793, and Tallahassee moved for
appointment as Lead Plaintiffs pursuant to the Private Securities Litigation Reform Act of 1995.
ECF No. 17. Four other investors filed separate motions for appointment as lead plaintiff (ECF
Nos. 14-16, 18), but subsequently filed notices of non-opposition to the motion of ACERS, Local
793, and Tallahassee, recognizing that those entities had the largest financial interest in the Action
among the movants (ECF Nos. 19-22).
20. On January 23, 2024, the Court appointed ACERS, Local 793, and Tallahassee as
Lead Plaintiffs for the Action, and approved their selection of Bernstein Litowitz Berger &
Grossmann LLP (“BLB&G”) as Lead Counsel. ECF No. 33.
The Investigation and Filing of the Complaint
21. In connection with this matter, Lead Counsel undertook an extensive investigation
into the alleged fraud and potential claims that could be asserted in the Action. The investigation
included a thorough review of public information such as AdaptHealth’s SEC filings; Defendants’
additional public statements, including those made in press releases, at investor conferences, and
7
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 12 of 43
on earnings calls; analyst and press reports concerning AdaptHealth; and other publicly available
information regarding the Company.
22. In connection with its investigation, Lead Counsel and its in-house investigators
also conducted an extensive search to locate former employees of AdaptHealth and other industry
participants who might have relevant information pertaining to the claims asserted in the Action.
This included speaking to over 90 former AdaptHealth employees that they believed possessed
relevant information about their claims, and included information from 15 of those individuals in
the Complaint.
23. On May 23, 2024, Lead Plaintiffs filed and served the Complaint based on this
thorough investigation.2 ECF No. 59. The detailed, 461-paragraph Complaint alleges that
(a) AdaptHealth and individual defendants Luke McGee, Stephen P. Griggs, Joshua Parnes, Jason
A. Clemens, Shaw Rietkerk, Wendy Russalesi, and Rodney Carson (collectively, the “Individual
Exchange Act Defendants”) violated Section 10(b) of the Exchange Act and U.S. Securities and
Exchange Commission (“SEC”) Rule 10b-5(a)–(c) thereunder; (b) the Individual Exchange Act
Defendants and Alan Quasha violated Section 20(a) of the Exchange Act; (c) AdaptHealth,
individual defendants Luke McGee, Joshua Parnes, Jason A. Clemens, Frank Mullen, Richard
Barasch, Alan Quasha, Terence Connors, Dr. Susan Weaver, Dale Wolf, Bradley Coppens, and
David S. Williams III (collectively, the “Individual Securities Act Defendants”), and the
Underwriter Defendants violated Section 11 of the Securities Act in connection with
AdaptHealth’s secondary offering of common stock that closed on January 5, 2021 (the
2
Lead Plaintiffs initially filed their Complaint on May 14, 2024, but refiled on May 23, 2024 at
the Court’s instruction to list all Defendants in the caption.
8
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 13 of 43
“Secondary Offering”); (d) the Underwriter Defendants violated Section 12(a)(2) of the Securities
Act; and (e) the Individual Securities Act Defendants violated Section 15 of the Securities Act.
24. The Complaint alleges that Defendants made false and misleading statements
concerning AdaptHealth’s (i) billing practices, (ii) compliance systems and technology, (iii) ability
to integrate its acquisitions into AdaptHealth’s existing compliance program and systems, and
(iv) revenues and EBITDA. Lead Plaintiffs ACERS and Tallahassee allege that similar false and
misleading statements were made in connection with the Secondary Offering.
Defendants’ Motion to Dismiss
25. On July 23, 2024, Defendants filed a motion to dismiss the Complaint (the “Motion
to Dismiss”) and an accompanying declaration attaching 66 exhibits totaling over 3,000 pages,
including six summary documents created in connection with the litigation. ECF Nos. 65-66.
Defendants’ motion challenged virtually every aspect of the Complaint. These core arguments
included, inter alia, that:
a) the Complaint failed to sufficiently allege false and misleading statements because
the allegations concerning the alleged illicit billing practices were based on the
reports of a few low-level employees that could not report on practices Company-
wide;
b) the alleged false and misleading statements constituted inactionable puffery and
opinion, and did not contain any statement of verifiable fact concerning
AdaptHealth’s billing or acquisition practices;
c) the statements were protected by the PSLRA’s “safe harbor provision”;
d) the Complaint failed to allege scienter because it failed to establish that the
Individual Defendants learned about illicit billing practices, as none of the
confidential witnesses substantially interacted with those Defendants; and
e) Lead Plaintiffs failed to sufficiently plead loss causation because the Complaint
did not sufficiently link the five disclosure events to any price decline, arguing
instead that the declines were related to other more plausible causes such as the
CEO’s departure, disappointing financial results, guidance revisions, and inflation.
9
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 14 of 43
26. On July 24, 2024, Defendants also requested that the Court take judicial notice of
certain exhibits submitted with their Motion to Dismiss. ECF No. 67.
27. On October 1, 2024, Lead Plaintiffs filed their opposition to Defendants’ Motion
to Dismiss. ECF No. 72. Lead Plaintiffs’ opposition challenged every argument raised by
Defendants’ motion, including among other things arguing that Lead Plaintiffs sufficiently alleged
the falsity of Defendants’ three categories of statements and that the allegations of the Complaint,
taken together, sufficiently alleged scienter. Lead Plaintiffs also argued that the corrective
disclosures were sufficiently related to alleged false and misleading statements. Lead Plaintiffs
also opposed Defendants’ request for judicial notice. ECF No. 73.
28. Defendants filed their reply papers in further support of the Motion to Dismiss and
the request for judicial notice on November 15, 2024. ECF Nos. 79-81.
29. On May 28, 2025, Lead Plaintiffs submitted a letter to the Court, on behalf of all
Settling Parties, requesting that the Court hold any ruling on the Motion to Dismiss in abeyance
pending the conclusion of their upcoming mediation. ECF No. 85. The Court agreed (ECF No. 86)
and, accordingly, the Motion to Dismiss was still pending at the time the Settlement was reached.
Work with Experts
30. During their investigation of the claims and the preparation of the Complaint, Lead
Plaintiffs retained and consulted with experts who provided critical insights and assistance to Lead
Plaintiffs and Lead Counsel in the successful prosecution of this case. First, Lead Plaintiffs
consulted an accounting expert, Harris Devor of Marcum LLP. Prior to filing their Complaint,
Lead Plaintiffs consulted Marcum LLP concerning their claims that Defendants misstated
AdaptHealth’s revenue and EBITDA when reporting the Company’s financial results for each
quarter during the Class Period. Marcum LLP assisted Lead Plaintiffs and Lead Counsel with
reviewing AdaptHealth’s financial statements, including through analyzing trends in the
10
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 15 of 43
Company’s accounts receivable reserves throughout the Class Period and understanding the
Company’s disclosures concerning the same.
31. In addition, Lead Plaintiffs consulted financial economics experts, Chad Coffman
and Mark Hedstrom of Peregrine Economics, concerning loss causation and damages issues,
including concerning market reactions to each of the alleged misstatements and corrective
disclosures and potential issues disaggregating the full impact of confounding information
unrelated to the alleged fraud. Throughout the course of this Action, Lead Plaintiffs further
consulted with Peregrine Economics in connection with settlement negotiations and preparing their
submission on damages to the mediator. After the Settlement was reached, Lead Counsel worked
with these same damages experts at Peregrine in developing the proposed Plan of Allocation.
These experts provided critical insights and assistance to Lead Plaintiffs and Lead Counsel in the
successful prosecution and resolution of this case.
The Settling Parties’ Mediation Efforts and Settlement of the Action
32. The Settling Parties first discussed the possibility of mediation in the spring of
2025. On May 27, 2025, the Settling Parties agreed to mediate. As noted above, the following day
Lead Plaintiffs filed a letter with the Court in which the Settling Parties jointly requested that any
decision on the Motion to Dismiss be held in abeyance as the Settling Parties attempted to resolve
the Action. ECF No. 85.
33. On October 8, 2025, the Settling Parties participated in a full-day mediation session
before Mr. Murphy. In advance of the mediation, the Settling Parties provided Mr. Murphy with
all of the materials submitted to the Court in connection with the pending Motion to Dismiss. In
addition, both Lead Plaintiffs and Defendants provided Mr. Murphy with a statement concerning
their view of potential damages in the Action. While no agreement was reached at that mediation
11
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 16 of 43
session, following the mediation, the Settling Parties participated in additional settlement
negotiations with Mr. Murphy’s assistance.
34. Following an additional two weeks of negotiations, on October 23, 2025, the
Settling Parties reached an agreement-in-principle to settle the Action for releases and a cash
payment of $35,000,000, subject to negotiation of the terms of a stipulation of settlement and
approval by the Court.
35. On December 18, 2025, the Settling Parties entered into the Stipulation, which sets
forth the terms of the Settlement. ECF No. 94-2. The same day, Lead Plaintiffs and AdaptHealth
also entered into a Supplemental Agreement, which provides that AdaptHealth has the right to
terminate the Settlement if the persons who request exclusion from the Settlement Class reach a
certain threshold. See id. at ¶ 12.2.
The Court Grants Preliminary Approval of the Settlement
36. On December 19, 2025, Lead Plaintiffs filed a motion for preliminary approval of
the Settlement. ECF No. 94.
37. On February 2, 2026, the Court entered the Order Preliminarily Approving
Settlement and Providing for Notice (ECF No. 96) (“Preliminary Approval Order”), which, among
other things: (a) preliminarily approved the Settlement; (b) approved the form of Notice, Summary
Notice, and Claim Form, and authorized notice of the Settlement to be given to potential Settlement
Class Members through mailing of the Notice and Claim Form, posting the Notice and Claim Form
on a Settlement website, and publication of the Summary Notice in The Wall Street Journal and
over a national newswire service; (c) established procedures and deadlines by which Settlement
Class Members could participate in the Settlement, request exclusion from the Settlement Class,
or object to the Settlement, the proposed Plan of Allocation, and/or the Fee and Expense
12
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 17 of 43
Application; and (d) set a schedule for the filing of opening papers and reply papers in support of
the proposed Settlement, Plan of Allocation, and the Fee and Expense Application. The
Preliminary Approval Order also scheduled the Final Approval Hearing for May 13, 2026 at
10:00 a.m. to determine, among other things, whether the Settlement should be finally approved.
III. RISKS OF CONTINUED LITIGATION
38. The Settlement provides a certain and substantial benefit to the Settlement Class in
the form of a $35,000,000 cash payment. Lead Plaintiffs and Lead Counsel believe that the
proposed Settlement is a highly favorable result for the Settlement Class, considering the
substantial risks of continuing to litigate. As explained below, at the time of settlement, Lead
Plaintiffs faced the very real risk of losing at the pleadings stage, and, even if they overcame
Defendants’ motion to dismiss in whole or in part, Lead Plaintiffs faced serious risks related to
proving liability and establishing loss causation and damages throughout the various later stages
of litigation, including at class certification, summary judgment, and trial. Lead Plaintiffs
negotiated the Settlement on the assumption that Lead Plaintiffs would defeat Defendants’ pending
motion to dismiss in meaningful part, but took into account the significant risks relating to falsity,
scienter, loss causation, and damages that Lead Plaintiffs would face in continued litigation, as
well as potential ability-to-pay risks that could arise if the Company’s available insurance was
reduced or depleted. Moreover, Lead Plaintiffs were aware that, even if Lead Plaintiffs defeated
Defendants’ motion for summary judgment and prevailed at trial, they would have faced post-trial
motions, including a potential motion for judgment as a matter of law, as well as further appeals
that could have prevented Lead Plaintiffs from obtaining any recovery for the Settlement Class—
or, at the very least, delayed recovery for years.
13
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 18 of 43
A. General Risks in Prosecuting Securities Class Actions
39. Absent settlement, Lead Plaintiffs faced a substantial risk of the claims being
dismissed entirely, leaving the Settlement Class with no recovery whatsoever. According to a
review by Cornerstone Research, for federal securities class actions filed each year from 2015
through 2023, roughly half (ranging from 46% to 61%) were dismissed. See CORNERSTONE
RESEARCH, SECURITIES CLASS ACTION FILINGS: 2025 YEAR IN REVIEW (2026), attached hereto as
Exhibit 5, at 16. Here, Defendants challenged falsity, scienter, and loss causation—each of which
is an element that Lead Plaintiffs must prove, and each of which can and has been dispositive. See,
e.g., Holland v. Standley, 2025 WL 2434230, at *20 (E.D. Pa. Aug. 21, 2025) (dismissing for
failure to plead falsity or loss causation); Handal v. Innovative Indus. Props., Inc., 157 F.4th 279,
304 (3d Cir. 2025) (affirming dismissal of statement that was false or misleading on loss causation
grounds). Even if a complaint survives the pleadings stage in part, one or more of the corrective
events could be eliminated on loss causation grounds, potentially reducing damages significantly.
See, e.g., In re Five Below, Inc. Sec. Litig., 2025 WL 2447794, at *31, *34 (E.D. Pa. Aug. 25,
2025) (denying motion to dismiss in part but dismissing one of three corrective disclosures).
40. Even if the case survived the pleading stage, it could be dismissed in whole or in
part later in the litigation. In recent years, securities class actions have faced greater risks than in
prior years, and it is not uncommon for district courts to dismiss securities class actions at the
summary judgment stage after years of litigation. See, e.g., In re Mylan N.V. Sec. Litig., 2023 WL
2711552 (S.D.N.Y. Mar. 30, 2023) (defendants prevailed at summary judgment in a securities
class action against Mylan arising out of misstatements concerning the company’s EpiPen product
and other generic drugs), cert. denied, 145 S. Ct. 436 (2024); Murphy v. Precision Castparts Corp.,
2021 WL 2080016, at *1 (D. Or. May 24, 2021) (granting defendants’ renewed motion for
summary judgment based on recent Ninth Circuit decision on forward-looking statements), aff’d
14
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 19 of 43
sub nom. AMF Pensionsforsakring AB v. Precision Castparts Corp., 2022 WL 2800825 (9th Cir.
July 18, 2022); see also Fosbre v. Las Vegas Sands Corp., 2017 WL 55878, at *28 (D. Nev. Jan.
3, 2017), aff’d sub nom. Pompano Beach Police & Firefighters’ Ret. Sys. v. Las Vegas Sands
Corp., 732 F. App’x 543 (9th Cir. 2018); In re Omnicom Grp., Inc. Sec. Litig., 541 F. Supp. 2d
546, 554-55 (S.D.N.Y. 2008), aff’d, 597 F.3d 501 (2d Cir. 2010); In re Xerox Corp. Sec. Litig.,
935 F. Supp. 2d 448, 496 (D. Conn. 2013), aff’d sub nom. Dalberth v. Xerox, 766 F.3d 172 (2d
Cir. 2014). Even in cases that survive summary judgment in part, certain categories of statements
and disclosure events may be eliminated, potentially curtailing damages. See, e.g., Allegheny Cnty.
Emps.’ Ret. Sys. v. Energy Transfer LP, 744 F. Supp. 3d 350, 393 (E.D. Pa. 2024) (only two
categories of statements survived).
41. Cases that have survived summary judgment can also be dismissed prior to trial in
connection with Daubert motions, such as those that were likely to be filed by Defendants here.
See, e.g., Bricklayers & Trowel Trades Int’l Pension Fund v. Credit Suisse First Boston, 853 F.
Supp. 2d 181, 197-98 (D. Mass. 2012), aff’d 752 F.3d 82 (1st Cir. 2014) (granting summary
judgment sua sponte in favor of the defendants after finding that the event study offered by
plaintiffs’ expert was unreliable and that there was accordingly no evidence that the market reacted
negatively to disclosures).
42. Finally, even when securities class action plaintiffs successfully overcome multiple
substantive and procedural hurdles before trial, there remain significant risks that a jury will not
find the defendants liable or award expected damages. See, e.g., In re Tesla Inc., Sec. Litig., 2023
WL 4032010 (N.D. Cal. June 14, 2023) (defense verdict in securities class action even though the
court had already found the statements were false and defendant had acted recklessly in issuing
15
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 20 of 43
them, and the same conduct had resulted in SEC charges and a settlement), aff’d, 2024 WL
4688894 (9th Cir. Nov. 6, 2024).
43. Further, post-trial motions, based on a complete record, also present risks. For
example, in In re BankAtlantic Bancorp, Inc., following a jury verdict in the plaintiffs’ favor, the
district court granted the defendants’ motion for judgment as a matter of law and entered judgment
in favor of the defendants on all claims. 2011 WL 1585605, at *14-22 (S.D. Fla. Apr. 25, 2011),
aff’d, 688 F.3d 713 (11th Cir. 2012) (finding that there was insufficient trial evidence to support a
finding of loss causation). Intervening changes in the law may also impact a successful trial verdict.
For example, a district court in Oregon reconsidered its order denying defendants’ motion for
summary judgment and granted the motion more than a year later based on a new decision by the
Ninth Circuit. See Precision Castparts, 2021 WL 2080016, at *6.
44. Accordingly, securities class actions face serious risks of dismissal and non-
recovery at all stages of litigation.
B. Specific Risks Concerning this Action
45. Lead Plaintiffs and Lead Counsel believe the claims asserted against Defendants in
this action are meritorious. They recognize, however, that this Action presented substantial risks
to establishing liability. As discussed further below, Defendants have vigorously and consistently
denied that their challenged statements were false or misleading, were actionable misstatements
as opposed to immaterial puffery, or were made with scienter. They also challenged whether the
stock price declines were sufficiently related to the alleged fraud for Lead Plaintiffs to establish
loss causation. Therefore, the risks of continued litigation were substantial, and the class’s ultimate
potential for recovery was far from certain.
16
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 21 of 43
1. Risks Concerning Liability
a. Falsity and Materiality
46. Defendants raised several arguments as to the falsity and materiality of the alleged
false and misleading statements. Each of those could have been convincing to a Court either at the
pleadings stage or later in the litigation.
47. For example, Lead Plaintiffs’ theory of falsity is premised on underlying allegations
of widespread billing misconduct at AdaptHealth. In their Motion to Dismiss, Defendants contend
that these allegations are insufficiently pled because they are based on the “personal experiences”
of low-level employees who could not attest to how frequently the conduct was occurring over the
Settlement Class Period and whether it was truly Company-wide misconduct. While some courts
have found that the consistent accounts of multiple low-level employees, taken collectively, can
support allegations of company-wide misconduct, others have looked to the employees’ positions
to support findings that they lacked sufficient information to support their allegations.
48. Moving beyond the pleading stage, proving the extent of billing misconduct and
the exact nature of AdaptHealth’s compliance program through discovery would be challenging
and the result would be uncertain. There was a risk that, on a fully developed factual record, the
admissible evidence of billing misconduct at AdaptHealth would not be sufficient to establish that
such misconduct was so widespread or systemic as to render Defendants’ challenged statements
false or misleading. Moreover, there has been no federal, state, or local government action taken
against AdaptHealth based on conduct during the Settlement Class Period, which Defendants
would argue undermines any claim that there was widespread misconduct.
49. In addition, specifically, with regard to the revenue statements, Defendants have
argued that AdaptHealth’s methods for recording revenue would have assured that the alleged
billing misconduct was not reflected in the Company’s overall results. While Lead Plaintiffs
17
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 22 of 43
argued that it was inappropriate to draw that inference in Defendants’ favor at the motion to dismiss
stage, subsequent discovery might have resulted in evidence supporting Defendants’ contentions.
50. Defendants also assert that many of the alleged false or misleading statements are
immaterial puffery. They argue that the challenged statements are simply general statements of
optimism or aspirational goals regarding the Company’s compliance systems and technology that
are not actionable under securities law. Compliance-related statements have a mixed record in
courts, with some finding that repeated assertions touting the strength of a business practice that
is actually deficient are actionable, while others finding that more general compliance claims do
not amount to actionable misstatements.
51. Defendants also argue that the alleged misstatements were not false or misleading
because—even if the course of conduct alleged was ongoing—Defendants’ statements were not
sufficiently related to the billing conduct of individual low-level employees, and Defendants did
not expressly state that no billing misconduct was occurring. Thus, there was risk that Lead
Plaintiffs would not be able to make a sufficiently direct connection between the alleged
misconduct and the alleged misstatements.
52. Finally, Defendants argue that certain of the challenged statements regarding risks
were forward-looking statements protected by the PSLRA safe harbor. The Court may have
dismissed claims relating to some or all of these statements as being focused on future events,
accompanied by appropriate cautionary language.
b. Scienter
53. Even if Lead Plaintiffs can establish that Defendants made actionable
misstatements, they would also face the challenge of proving that Defendants made those
misstatements with scienter, the requisite state of mind for the Exchange Act claims.
18
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 23 of 43
54. Throughout the litigation, Defendants have vigorously argued that the Individual
Defendants lacked any intent to mislead investors. Defendants had contended (and would contend)
that Lead Plaintiffs could only identify “isolated incidents” of improper billing practices and issues
integrating acquisitions that did not come to the attention of the Individual Defendants, and thus
Lead Plaintiffs would not be able to establish scienter. Specifically, in the Motion to Dismiss,
Defendants had argued that Lead Plaintiffs’ allegations of scienter were largely based on the
accounts of relatively low-level former employees; that these former employees lacked any direct
contact with the Individual Defendants; and that Lead Plaintiffs were not able to allege a specific
instance in which the Individual Defendants learned about the billing misconduct. Lead Plaintiffs
had strong responses at the pleading stage, as they could point to substantial bases for inferring
scienter based on the Individual Defendants’ access to relevant information and other factors.
However, assuming that Lead Plaintiffs prevailed on the pending Motion to Dismiss, this issue
would continue to pose significant risks in continued litigation, when Lead Plaintiffs would have
to prove the Individual Defendants’ relevant knowledge through documentary evidence and
testimony. This might prove difficult here, especially because most of the individuals with direct
knowledge of the facts would be AdaptHealth employees who would likely be hostile witnesses.
55. Another challenge in proving scienter is the fact that Lead Plaintiffs had not
identified certain traditional indications of motive, such as suspiciously timed stock sales. In short,
if litigation had continued, Lead Plaintiffs would have faced substantial risks in proving
Defendants’ scienter.
2. Risks Concerning Loss Causation and Damages
56. In addition to the risks related to liability (such as falsity and scienter), Lead
Plaintiffs also faced significant additional risks related to loss causation and damages. Defendants
had argued, and would continue to argue, that (a) Lead Plaintiffs cannot establish loss causation
19
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 24 of 43
because the alleged corrective disclosures—the disclosures that caused the price of AdaptHealth
common stock to decline—were not directly related to Defendants’ alleged misrepresentations,
and (b) Lead Plaintiffs could not establish damages because they would not be able to appropriately
disaggregate the impact of information that was unrelated to the alleged false and misleading
statements on the price declines at issue (as compared to the impact, if any, of the disclosures that
related to the challenged misstatements).
57. The Complaint alleges there are five corrective events (on March 1, 2022, February
27, 2023, March 3, 2023, May 9, 2023, and November 7, 2023) that each partially revealed the
truth concerning Defendants’ alleged misstatements to the market. Defendants argue that the news
released on these days that caused the stock price declines was in most instances not sufficiently
connected to the alleged fraud. In response, Lead Plaintiffs have argued the corrective events do
not need to be mirror images of the alleged misrepresentations. Therefore, Lead Plaintiffs argue
that, even if the disclosures did not contain explicit admissions that AdaptHealth’s compliance
systems were deficient or that AdaptHealth did not effectively integrate its acquisitions, the
disclosures concerning deficient internal controls, disappointing results due to customers
switching from AdaptHealth, and goodwill write-downs were on the same subject as the alleged
misstatements. However, even if Lead Plaintiffs prevailed on this argument at the pleading stage,
Defendants could raise the issue again at summary judgment.
58. Defendants also argue that the stock price declines at issue were attributable to
confounding factors not connected to the alleged fraud, such as the announcement of the departure
of the Company’s CEO, disappointing financial results, and inflation. In their opposition to the
Motion to Dismiss, Lead Plaintiffs argued, citing case law, that at the pleadings stage they are not
required to disaggregate damages and show exactly what percentage of their loss is attributable to
20
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 25 of 43
the fraud. While Lead Plaintiffs expected this argument to be successful against Defendants’
Motion to Dismiss, Defendants might have had greater success with this argument at summary
judgment and at trial, where expert testimony would be required to quantify the losses specifically
related to the fraud. Lead Plaintiffs anticipated that there would be competing expert analyses, and
Lead Plaintiffs might have faced challenges in proving what portion of the price decline on each
of the five disclosure events resulted from the revelation of the alleged misstatements—rather than
confounding non-fraud or “mismatching” information. In addition, given the likely presence of
such confounding information, the damages that would be recoverable at trial would likely be only
a fraction of the full stock price declines on the days in question.
59. Finally, Defendants argue that even if some of the alleged events were corrective,
the relevant truth had already been “revealed” in the earlier disclosures, such that the later events
could not have caused Defendants’ losses. If the Court or a jury concluded that one or more of the
corrective events did not reveal any new information to the market, Lead Plaintiffs would not be
able to recover with respect to that decline, which had the potential to dramatically reduce the
potential damages for the class.
60. Accordingly, these loss causation and damages challenges would have provided
Defendants with strong arguments for reducing the ultimate maximum damages that Lead
Plaintiffs could obtain, even if they succeeded on all liability issues.
3. Risks Related to Class Certification
61. Lead Plaintiffs believe that the Court would have certified the proposed class.
However, they also expect that Defendants would have mounted several challenges to class
certification. In particular, given recent trends in securities class action litigation, Lead Plaintiffs
expected challenges to their expert’s damages methodology and, mirroring Defendants’ loss
causation challenges, the argument that there was a “mismatch” between the alleged misstatements
21
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 26 of 43
and the corrective disclosures that successfully rebutted the presumption of reliance in securities
class actions. Thus, there was a risk that the Court would have accepted Defendants’ view and
either declined to certify a class or certified a shorter class period.
4. Ability-to-Pay Risks
62. Finally, Lead Plaintiffs also believed there were potential risks regarding
AdaptHealth’s ability to pay a judgment substantially larger than the $35 million settlement. These
concerns arose from limits on the amount of available insurance as well as potential concerns about
the Company’s future financial condition. AdaptHealth’s insurance coverage was expected to be
substantially depleted—if not entirely exhausted—if the litigation proceeded to trial. In contrast,
the $35 million Settlement obtains all of the Company’s available insurance, before the most
significant litigation costs began. With respect to the Company’s own ability to pay, at the time
the agreement to settlement was reached in October 2025, AdaptHealth’s common stock was
trading at under $10 per share—as compared to a Settlement Class Period high of $40.15. This
substantial decline supported Lead Plaintiffs’ concerns about the Company’s potential financial
condition at the time—likely years in the future—when any litigated judgment might be obtained.
Accordingly, these practical considerations further supported Lead Plaintiffs’ determination that
the immediate $35 million Settlement was a favorable result.
C. The Settlement Amount Compared to the Likely Maximum Damages that
Could Be Proved at Trial
63. The Settlement Amount—$35,000,000 in cash, plus interest—represents a
substantial and meaningful recovery for the Settlement Class. Notably, the Settlement is nearly
four times the size of the median securities class-action settlement in the Third Circuit from 2016-
2025 ($9.2 million). See CORNERSTONE RESEARCH, SECURITIES CLASS ACTION SETTLEMENTS:
2025 REVIEW AND ANALYSIS (2026), attached hereto as Exhibit 6, at 19.
22
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 27 of 43
64. The $35,000,000 Settlement is also a favorable result when compared to the likely
maximum damages that could be recovered for the Settlement Class. Lead Plaintiffs’ damages
expert has estimated the maximum reasonably recoverable damages in this case to be
approximately $451.6 million. This estimate assumes complete success on liability on all alleged
misstatements and inclusion of damages for all corrective disclosures, but includes adjustments on
certain of the disclosures to disaggregate the impact of information that was not related to the
alleged false and misleading statements.3
65. The $35,000,000 recovery under the Settlement therefore represents approximately
7.8% of the reasonably recoverable maximum damages—a highly favorable result for the
Settlement Class in light of the significant risks of continued litigation. See, e.g., In re Wilmington
Tr. Sec. Litig., 2018 WL 6046452, at *8 (D. Del. Nov. 19, 2018) (noting “Third Circuit median
recovery of 5% of damages in class action securities litigation.”); Schuler v. Medicines Co., 2016
WL 3457218, at *8 (D.N.J. June 24, 2016) (4% recovery “falls squarely within the range of
previous settlement approvals.”); In re Hemispherx Biopharma, Inc., Sec. Litig., 2011 WL
13380384, at *6 (E.D. Pa. Feb. 14, 2011) (approving settlement representing 5.2% of the maximum
damages and finding that it “falls squarely within the range of reasonableness approved in other
securities class action settlements.”); In re AT & T Corp. Sec. Litig., 455 F.3d 160, 169 (3d Cir.
2006) (affirming settlement for 4% of total damages). The 7.8% recovery achieved here compares
favorably to these benchmarks and demonstrates the significant value obtained for the Settlement
Class.
3
The total potential damages without accounting for disaggregation (i.e., without determining
what portion of AdaptHealth’s stock price decline was attributable to the revelation of the alleged
misstatements, as opposed to other “mismatching” factors) was approximately $833 million. This
maximum theoretical damages amount assumes that the entire stock price decline on all five
disclosure dates was attributable to the alleged fraud and was foreseeable.
23
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 28 of 43
66. Given the meaningful litigation risks, the immediacy of the $35,000,000 recovery,
and the substantial value it provides to the Settlement Class, Lead Plaintiffs and Lead Counsel
firmly believe that the Settlement is fair, reasonable, and adequate, and is in the best interest of the
Settlement Class.
IV. LEAD PLAINTIFFS’ COMPLIANCE WITH THE COURT’S PRELIMINARY
APPROVAL ORDER REQUIRING ISSUANCE OF NOTICE
67. The Court’s Preliminary Approval Order directed that the Notice of Pendency and
Proposed Settlement of Class Action (the “Notice”) and Proof of Claim and Release Form (“Claim
Form”) be disseminated to the Settlement Class. The Preliminary Approval Order also set an April
22, 2026 deadline for Settlement Class Members to submit objections to the Settlement, the Plan
of Allocation, and/or the Fee and Expense Application or to request exclusion from the Settlement
Class, and set a final approval hearing date of May 13, 2026.
68. Pursuant to the Preliminary Approval Order, Lead Counsel instructed Kroll
Settlement Administration LLC (“Kroll”), the Court-approved Claims Administrator, to begin
disseminating copies of the Notice and the Claim Form by mail and to publish the Summary
Notice. The Notice contains, among other things, a description of the Action, the Settlement, the
proposed Plan of Allocation, and Settlement Class Members’ rights to participate in the Settlement,
object to the Settlement, the Plan of Allocation and/or the Fee and Expense Application, or exclude
themselves from the Settlement Class. The Notice also informs Settlement Class Members of Lead
Counsel’s intent to apply for an award of attorneys’ fees in an amount not to exceed 25% of the
Settlement Fund, and for Litigation Expenses in an amount not to exceed $350,000. To disseminate
the Notice, Kroll obtained information from AdaptHealth and from banks, brokers, and other
nominees regarding the names and addresses of potential Settlement Class Members. See
Declaration of Lindsey Marquez of Kroll Settlement Administration LLC Regarding: (A) Mailing
24
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 29 of 43
of the Notice and Claim Form; (B) Publication of the Summary Notice; and (C) Report on Requests
for Exclusion Received to Date (“Marquez Decl.”), attached hereto as Exhibit 7, at ¶¶ 3-9.
69. Kroll began mailing copies of the Notice and Claim Form (together, the “Notice
Packet”) to potential Settlement Class Members and nominee owners on February 25, 2026. See
Marquez Decl. ¶¶ 3-8. As of April 7, 2026, Kroll had disseminated a total of 61,216 Notice Packets
to potential Settlement Class Members and nominees. Id. ¶ 10.
70. On March 9, 2026, in accordance with the Preliminary Approval Order, Kroll
caused the Summary Notice to be published in The Wall Street Journal and to be transmitted over
the PR Newswire. Id. ¶ 11.
71. Lead Counsel also caused Kroll to establish a dedicated settlement website,
www.AdaptHealth2025SecuritiesLitigation.com, to provide potential Settlement Class Members
with information concerning the Settlement and access to copies of the Notice and Claim Form,
as well as the Stipulation, Preliminary Approval Order, and Complaint. See Marquez Decl. ¶ 12.
That website became operational on February 25, 2026. Id. Lead Counsel also made copies of the
Notice and Claim Form and other documents available on its own website, www.blbglaw.com.
72. As set forth above, the deadline for Settlement Class Members to file objections to
the Settlement, Plan of Allocation, and/or Fee and Expense Application, or to request exclusion
from the Settlement Class is April 22, 2026. To date, no requests for exclusion have been received.
See Marquez Decl. ¶ 14. In addition, no objections to the Settlement, Plan of Allocation, or Lead
Counsel’s Fee and Expense Application have been received. Lead Counsel will file reply papers
on or before May 6, 2026 that will address any requests for exclusion or objections that may be
received.
25
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 30 of 43
V. THE PROPOSED PLAN OF ALLOCATION OF THE PROCEEDS OF THE
SETTLEMENT
73. Pursuant to the Preliminary Approval Order, and as set forth in the Notice, all
Settlement Class Members who want to be eligible to participate in the distribution of the Net
Settlement Fund must submit a valid Claim Form with all required information postmarked (if
mailed) or submitted online no later than July 2, 2026. As set forth in the Notice, the Net Settlement
Fund will be distributed among Settlement Class Members who submit eligible claims according
to the plan of allocation approved by the Court.
74. Lead Counsel consulted with Lead Plaintiffs’ damages expert, Chad Coffman, in
developing the proposed plan of allocation for the Net Settlement Fund (the “Plan of Allocation”).
Lead Counsel believes that the Plan of Allocation provides a fair and reasonable method to
equitably allocate the Net Settlement Fund among Settlement Class Members who suffered losses
as result of the conduct alleged in the Action.
75. The Plan of Allocation is set forth at pages 16 to 21 of the Notice. See Marquez
Decl., Ex. A at pp. 16-21. As described in the Notice, the objective of the Plan of Allocation is to
distribute the Settlement proceeds equitably among those Settlement Class Members who suffered
economic losses as a proximate result of the alleged securities law violations. See Notice ¶ 66. The
calculations under the Plan of Allocation are intended as a method to weigh the claims of
Settlement Class Members against one another for the purposes of making an equitable allocation
of the Net Settlement Fund. Id.
76. In developing the Plan of Allocation, Lead Plaintiffs’ damages expert calculated
the estimated amount of artificial inflation in the per-share price of AdaptHealth common stock
that was allegedly proximately caused by Defendants’ alleged materially false and misleading
statements or omissions. See Notice ¶ 67. In calculating the estimated artificial inflation allegedly
26
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 31 of 43
caused by those misrepresentations and omissions, Lead Plaintiffs’ damages expert considered the
price changes in AdaptHealth common stock in reaction to the public disclosures that allegedly
corrected the alleged misrepresentations and omissions, adjusting for price changes on those days
that were attributable to market or industry forces. Id.
77. In order to have recoverable damages in connection with purchases or acquisitions
of AdaptHealth common stock during the Settlement Class Period, the disclosure of the alleged
misrepresentations or omissions must be the cause of the decline in the price of the AdaptHealth
common stock. In this case, Lead Plaintiffs alleged that Defendants made false statements and
omitted material facts from August 4, 2020 through November 6, 2023, which had the effect of
artificially inflating the price of AdaptHealth common stock. Lead Plaintiffs further allege that
corrective information was released to the market on March 1, 2022, February 27, 2023, May 9,
2023, and November 7, 2023, which removed the artificial inflation from the price of AdaptHealth
common stock on March 2, 2022, February 28, 2023, March 1, 2023, May 9, 2023, November 7,
2023, and November 8, 2023. See Notice ¶ 68. In order to be eligible under the Plan of Allocation,
shares of AdaptHealth common stock must have been purchased or otherwise acquired during the
Settlement Class Period and held through the issuance of at least one alleged corrective disclosure.
Id. ¶ 69.
78. Recognized Loss Amounts are calculated under the Plan of Allocation for each
purchase or acquisition of AdaptHealth common stock during the Settlement Class Period that is
listed on a Claimant’s Claim Form and for which adequate documentation is provided. For shares
purchased during the Class Period and sold prior to the close of trading on March 1, 2022, the
Recognized Loss Amount is zero because, as discussed above, those shares were not damaged by
the alleged misstatements. See Notice ¶ 71A. For shares purchased during the Settlement Class
27
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 32 of 43
Period and sold from March 2, 2022 through November 6, 2023, the Recognized Loss Amount is
calculated as the lesser of: (i) the amount of artificial inflation on the date of purchase/acquisition
minus the amount of artificial inflation per share on the date of sale; or (ii) the purchase price
minus the sale price. Id. ¶ 71B. For shares sold on November 7, 2023, the Recognized Loss is the
lesser of (i) artificial inflation on the date of purchase/acquisition, or (ii) the purchase price minus
the sale price. Id. ¶ 71C. For shares sold during the 90-day period after the Settlement Class Period,
the Recognized Loss Amount is the least of: (i) the artificial inflation on the date of
purchase/acquisition; (ii) the purchase price minus the sale price; or (iii) the purchase price minus
the average closing price between November 7, 2023 and the date of sale. Id. ¶ 71D. For shares
purchased during the Settlement Class Period and held until the end of the 90-day period after the
Settlement Class Period (February 2, 2024) or longer, the Recognized Loss Amount is the lesser
of: (i) the artificial inflation on the date of purchase/acquisition; or (ii) the purchase price minus
$7.63, the average closing price for AdaptHealth stock from November 7, 2023 through February
2, 2024. Id. ¶ 71E.
79. The sum of a Claimant’s Recognized Loss Amounts for all of his, her, or its
purchases of AdaptHealth common stock during the Settlement Class Period is the Claimant’s
“Recognized Claim.” Notice ¶ 73. The Plan of Allocation also limits Claimants’ Recognized Claim
based on whether they had an overall market loss in their transactions in AdaptHealth common
stock during the Settlement Class Period. A Claimant’s Recognized Claim will be limited to the
amount of his, her, or its market loss in AdaptHealth common stock transactions during the
Settlement Class Period, and Claimants who have an overall market gain are not eligible for a
recovery. Id. ¶¶ 80-81.
28
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 33 of 43
80. The Net Settlement Fund will be allocated to Authorized Claimants on a pro rata
basis based on the relative size of their Recognized Claims. Notice ¶ 82. If an Authorized
Claimant’s pro rata distribution amount calculates to less than ten dollars, no payment will be
made to that Authorized Claimant. Id. ¶ 83. Those funds will be included in the distribution to the
Authorized Claimants whose payments exceed the ten-dollar minimum. Id.
81. One hundred percent of the Net Settlement Fund will be distributed to Authorized
Claimants. If any funds remain after the initial pro rata distribution, as a result of uncashed or
returned checks or other reasons, subsequent cost-effective distributions to Authorized Claimants
will be conducted. Notice ¶ 84. Only when the residual amount left for re-distribution to Settlement
Class Members is so small that a further re-distribution would not be cost effective (for example,
where the administrative costs of conducting the additional distribution would largely subsume the
funds available) will those funds be donated to one or more non-sectarian, not-for-profit, 501(c)(3)
organizations to be selected by Lead Counsel and approved by the Court. See id.
82. In sum, the Plan of Allocation was designed to fairly and rationally allocate the
proceeds of the Net Settlement Fund among Settlement Class Members based on damages they
suffered on purchases of AdaptHealth common stock that were attributable to the misconduct
alleged in the Action. Accordingly, Lead Counsel respectfully submits that the Plan of Allocation
is fair and reasonable and should be approved by the Court. To date, no objections to the proposed
Plan of Allocation have been received.
VI. THE FEE AND EXPENSE APPLICATION
83. In addition to seeking final approval of the Settlement and Plan of Allocation, Lead
Counsel is applying to the Court, on behalf of all Lead Plaintiffs’ Counsel, for an award of
29
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 34 of 43
attorneys’ fees of 25% of the Settlement Fund (the “Fee Application”).4 Lead Counsel also requests
payment for litigation expenses incurred by Lead Plaintiffs’ Counsel in connection with the
prosecution and settlement of the Action in the amount of $191,222.40. Lead Counsel further
requests reimbursement to Lead Plaintiffs of a total of $41,208.30 in costs and expenses that Lead
Plaintiffs incurred directly related to their representation of the Settlement Class, as permitted by
the PSLRA, 15 U.S.C. § 78u-4(a)(4). The requested attorneys’ fees, litigation expenses, and
PSLRA awards are to be paid from the Settlement Fund. The legal authorities supporting the
requested fee and expenses are discussed in Lead Counsel’s Fee Memorandum. The primary
factual bases for the requested fee and expenses are summarized below.
The Fee Application
84. Lead Counsel is applying for a fee award to be paid from the Settlement Fund on a
percentage basis. As set forth in the accompanying Fee Memorandum, the percentage method is
the appropriate method of fee recovery because it aligns the lawyers’ interest in being paid a fair
fee with the interest of the Lead Plaintiffs and the Settlement Class in achieving the maximum
recovery in the shortest amount of time required under the circumstances and taking into account
the litigation risks faced in a class action. Use of the percentage method has been recognized as
appropriate by the Third Circuit in comparable cases.
85. Based on the quality of the result achieved, the extent and quality of the work
performed by Lead Plaintiffs’ Counsel, the significant risks of the litigation, and the fully
contingent nature of the representation, Lead Counsel respectfully submits that the requested fee
award is reasonable and should be approved. As discussed in the Fee Memorandum, a 25% fee
4
As noted above, “Lead Plaintiffs’ Counsel” are (a) Lead Counsel BLB&G; (b) Kaskela Law
LLC, liaison counsel for Lead Plaintiffs and the Settlement Class, and (c) Koskie Minsky LLP,
additional counsel for Lead Plaintiff Local 793.
30
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 35 of 43
award is fair and reasonable for attorneys’ fees in common fund cases such as this and is well
within the range of percentages awarded in securities class actions in this Circuit with comparable
settlements.
1. Lead Plaintiffs Have Authorized and Support the Fee Application
86. Lead Plaintiffs are sophisticated institutional investors that closely supervised and
monitored the prosecution and settlement of the Action. See Szymanski Decl. (Ex. 2), at ¶¶ 3-5;
Nosè Decl. (Ex. 3), at ¶¶ 3-5; Toman Decl. (Ex. 4), at ¶¶ 3-5. Lead Plaintiffs fully support Lead
Counsel’s requested fee of 25% of the Settlement Fund. Lead Plaintiffs have evaluated the Fee
Application and believe that it is fair and reasonable in light of the result obtained for the
Settlement Class, the substantial risks in the litigation, and the work performed by Lead Plaintiffs’
Counsel. See Szymanski Decl. (Ex. 2), at ¶ 7; Nosè Decl. (Ex. 3), at ¶ 7; Toman Decl. (Ex. 4), at
¶ 7. Lead Plaintiffs’ endorsement of Lead Counsel’s Fee Application further demonstrates its
reasonableness and should be given weight in the Court’s consideration of the fee award.
2. The Time and Labor of Lead Plaintiffs’ Counsel
87. The time and labor expended by Lead Plaintiffs’ Counsel in pursuing this Action
and achieving the Settlement also support the reasonableness of the requested fee. Attached in
support of the motion for attorneys’ fees and litigation expenses as Exhibits 8A, 8B, and 8C are
my declaration on behalf of BLB&G, the declaration of D. Seamus Kaskela on behalf of Liaison
Counsel Kaskela Law LLC, and the declaration of Mark Zigler on behalf of Koskie Minsky LLP,
additional counsel for Lead Plaintiff Local 793 (collectively, the “Fee and Expense Declarations”).
The Fee and Expense Declarations indicate the amount of time spent by each attorney and the
professional support staff employed by each firm on the Action from its inception through March
15, 2026, and the lodestar calculations based on their current hourly rates. The Fee and Expense
Declarations also include schedules of expenses incurred by each firm, delineated by category.
31
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 36 of 43
These Declarations were prepared from contemporaneous daily time records and expense records
regularly maintained and prepared by the respective firms, which are available at the request of
the Court.
88. As set forth in the Fee and Expense Declarations, Lead Plaintiffs’ Counsel have
collectively expended 3,644.45 hours in the prosecution of this Action, with a total lodestar of
$3,300,117.02. If the Court awards the Litigation Expenses as requested, the requested fee of 25%
of the Settlement Fund will be $8,750,000, plus interest. Accordingly, the requested fee represents
a 2.65 multiplier on Lead Plaintiffs’ Counsel’s lodestar. As discussed in the Fee Memorandum,
this multiplier is well within the range of multipliers awarded in comparable cases and thus
supports the reasonableness of the requested fee.
89. As described above in greater detail, the work that Lead Plaintiffs’ Counsel
performed in this Action included: (i) conducting a thorough investigation into the class’s claims,
which involved a detailed review of publicly available information, interviews with former
AdaptHealth employees, and extensive legal research to confirm the theories of liability that Lead
Plaintiffs could pursue on behalf of the class and satisfy the applicable pleading standards;
(ii) drafting and filing the detailed Complaint based on this investigation; (iii) briefing in
opposition to Defendants’ motion to dismiss; (iv) working with experts; and (v) engaging in
vigorous arm’s-length negotiations (including a full-day in-person mediation session) to achieve
the Settlement. At all times throughout the Action, Lead Plaintiffs’ Counsel’s efforts were driven
and focused on advancing the litigation to achieve the most successful outcome for the class,
whether through settlement or trial, by the most efficient means possible.
32
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 37 of 43
90. Throughout the litigation, Lead Plaintiffs’ Counsel maintained an appropriate level
of staffing that avoided unnecessary duplication of effort and ensured the efficient prosecution of
this litigation.
3. The Skill and Experience of Lead Plaintiffs’ Counsel
91. The skill and expertise of Lead Plaintiffs’ Counsel also support the requested fee.
As demonstrated by the firm resume attached as Exhibit 8A-3, Lead Counsel is among the most
experienced and skilled law firms in the securities litigation field, with a long and successful track
record representing investors in such cases. Liaison Counsel Kaskela is also highly skilled and
extremely knowledgeable counsel, and Koskie Minsky LLP has worked extensively with Lead
Plaintiff Local 793, including assisting in its representation in prior securities class actions. We
believe Lead Plaintiffs’ Counsel’s skill and their willingness and ability to prosecute the claims
vigorously through trial, if necessary, added valuable leverage in the settlement negotiations.
4. Standing and Caliber of Defendants’ Counsel
92. The quality of the work performed by Lead Plaintiffs’ Counsel in attaining the
Settlement should also be evaluated in light of the caliber of opposing counsel. Defendants were
represented by attorneys from Willkie Farr & Gallagher LLP and A&O Shearman—two highly
experienced and well-resourced law firms that zealously represented their clients. In the face of
this formidable opposition, Lead Counsel was nonetheless able to develop a case that was
sufficiently strong to persuade Defendants to settle the case on terms that will significantly benefit
the Settlement Class.
5. The Risks of Litigation and the Need to Ensure the Availability of
Competent Counsel in High-Risk Contingent Cases
93. The prosecution of these claims was undertaken entirely on a contingent-fee basis,
and the considerable risks assumed by Lead Counsel in bringing this Action to a successful
33
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 38 of 43
conclusion are described above. Those risks are relevant to the Court’s evaluation of an award of
attorneys’ fees. Here, the risks assumed by Lead Counsel, and the time and expenses incurred
without any payment, were extensive.
94. From the outset, Lead Counsel understood that it was embarking on a complex,
expensive, lengthy, and hard-fought litigation with no guarantee of ever being compensated for
the substantial investment of time and the significant outlay of money that vigorous prosecution
of the case would require. In undertaking that responsibility, Lead Counsel was obligated to ensure
that sufficient resources (in terms of attorney and support staff time) were dedicated to the
litigation, and that Lead Counsel would further advance all of the costs necessary to pursue the
case vigorously on a fully contingent basis, including funds to compensate vendors and consultants
and to cover the considerable out-of-pocket costs that a case such as this typically demands.
Because complex securities litigation often proceeds for several years before reaching any
resolution, the financial burden on contingent-fee counsel is significantly greater than on a firm
that is paid on an ongoing basis. Indeed, Lead Plaintiffs’ Counsel have received no compensation
during the more than two-year duration of this Action and no reimbursement of out-of-pocket
expenses, yet they have devoted more than 3,600 hours and incurred more than $190,000 in
expenses in prosecuting this Action for the benefit of AdaptHealth investors.
95. Lead Plaintiffs’ Counsel also bore the risk that no recovery would be achieved. As
discussed above, from the outset this case presented a number of significant risks and uncertainties.
96. As noted above, the Settlement was reached only after the Lead Counsel had
conducted a thorough investigation and drafted a detailed Complaint and the Settling Parties had
fully briefed Defendants’ motion to dismiss. However, had the Settlement not been reached when
it was and this litigation continued, Lead Counsel would have been required to conduct substantial
34
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 39 of 43
fact and expert discovery; brief a motion for class certification; oppose Defendants’ expected
motions for summary judgment; and prepare and take the case to trial. Moreover, even if the jury
returned a favorable verdict after trial, it is likely that any verdict would be the subject of post-trial
motions and appeals.
97. Lead Counsel’s persistent efforts in the face of significant risks and uncertainties
have resulted in a significant and certain recovery for the Settlement Class. In light of this recovery
and Lead Plaintiffs’ Counsel’s investment of time and resources over the course of the litigation,
Lead Counsel believes the requested attorneys’ fee is fair and reasonable and should be approved.
6. The Reaction of the Settlement Class to the Fee Application
98. As noted above, as of April 7, 2026, over 61,000 Notice Packets had been sent to
potential Settlement Class Members advising them that Lead Counsel would apply for attorneys’
fees in an amount not to exceed 25% of the Settlement Fund. See Marquez Decl. ¶ 10 and Ex. A
(Notice ¶¶ 5, 46). In addition, the Court-approved Summary Notice has been published in The Wall
Street Journal and transmitted over the PR Newswire. See Marquez Decl. ¶ 11. To date, no
objections to the request for attorneys’ fees have been received.
99. In sum, Lead Counsel accepted this case on a contingency basis, committed
significant resources to it, and prosecuted it diligently without any compensation or guarantee of
success. Based on the highly favorable result obtained, the quality of the work performed, the
substantial risks of the Action, and the contingent nature of the representation, Lead Counsel
respectfully submits that the requested fee is fair and reasonable.
The Litigation Expense Application
100. Lead Counsel also seek payment from the Settlement Fund of $191,222.40 for
litigation expenses reasonably incurred by Lead Plaintiffs’ Counsel in connection with the
prosecution and resolution of the Action (the “Expense Application”).
35
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 40 of 43
101. From the outset of the Action, Lead Plaintiffs’ Counsel have been aware that they
might not recover any of their expenses (if the litigation was unsuccessful), and, further, if there
were to be reimbursement of expenses, it would not occur until the Action was successfully
resolved, often a period lasting several years. Lead Plaintiffs’ Counsel also understood that, even
assuming that the case was ultimately successful, reimbursement of expenses would not
necessarily compensate them for the lost use of funds advanced by them to prosecute the Action.
Consequently, Lead Plaintiffs’ Counsel were motivated to, and did, take significant steps to
minimize expenses whenever practicable without jeopardizing the vigorous and efficient
prosecution of the case.
102. As set forth in the Fee and Expense Declarations included in Exhibit 8, Lead
Plaintiffs’ Counsel have incurred a total of $191,222.40 in unreimbursed litigation expenses in
connection with the prosecution of the Action. The expenses are summarized in Exhibit 9, which
identifies each category of expense, e.g., expert costs, mediation fees, on-line legal and factual
research, telephone, and travel costs, and the amount incurred for each category. These expenses
are reflected on the books and records maintained by Lead Plaintiffs’ Counsel, which are prepared
from expense vouchers, check records, and other source materials and are an accurate record of
the expenses incurred. These expenses are recorded separately by Lead Plaintiffs’ Counsel and are
not duplicated by the firms’ hourly rates.
103. Of the total amount of expenses, $96,521.25, or approximately 50%, was expended
for the retention of experts. As discussed above, Lead Counsel consulted with an accounting expert
and a financial economics expert (concerning loss causation and damages issues) during its
investigation and the preparation of the Complaint, and in preparation for settlement negotiations.
36
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 41 of 43
These experts’ advice was instrumental in Lead Counsel’s appraisal of the claims and in helping
achieve the favorable result in the Action.
104. Lead Counsel also incurred a total of $47,109.73 for the costs of online factual and
legal research, which together accounted for approximately 25% of the total expenses.
105. Lead Plaintiffs’ share of the mediation costs paid to Phillips ADR for the services
of Mr. Murphy was $41,125.00 or 21.5% of the total expenses.
106. The other expenses for which Lead Plaintiffs’ Counsel seek payment are the types
of expenses that are necessarily incurred in litigation and routinely charged to clients billed by the
hour. These expenses include, among others, court fees, service of process, travel costs, and
telephone charges.
107. In addition, Lead Plaintiffs seek reimbursement of a total of $41,208.30 for the
reasonable costs and expenses that they incurred directly in connection with their representation
of the Settlement Class, based on the time dedicated to the Action by their employees. Specifically,
Lead Plaintiff ACERS seeks $5,730.80 based on the 45.25 hours that its employees and counsel
dedicated to the Action. See Szymanski Decl. ¶¶ 9-10. Lead Plaintiff Local 793 requests $28,140
in compensation for 69.8 hours dedicated by its employees and trustees. See Nosè Decl. ¶¶ 9-10.
Lead Plaintiff Tallahassee requests $7,337.50 in compensation for the 26.75 hours devoted by
attorneys in the Tallahassee City Attorney’s office. See Toman Decl. ¶¶ 9-10. Such payments are
expressly authorized and anticipated by the PSLRA, as more fully discussed in the Fee
Memorandum at 17-19.
108. The Notice informed potential Settlement Class Members that Lead Counsel would
be seeking reimbursement of Litigation Expenses in an amount not to exceed $350,000, which
might include PSLRA awards for Lead Plaintiffs. Notice ¶¶ 5, 46. The total amount requested,
37
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 42 of 43
$232,430.70, which includes $191,222.40 for Lead Plaintiffs’ Counsel’s litigation expenses and a
total of $41,208.30 for Lead Plaintiffs’ requested PSLRA awards, is well below the $350,000 that
Settlement Class Members were advised could be sought. To date, no objection has been raised as
to the maximum amount of expenses set forth in the Notice.
109. The expenses incurred by Lead Plaintiffs’ Counsel and Lead Plaintiffs were
reasonable and necessary to represent the Settlement Class and achieve the Settlement.
Accordingly, Lead Counsel respectfully submits that the application for payment of Litigation
Expenses from the Settlement Fund should be approved.
110. Attached hereto as Exhibit 10 is a compendium of true and correct copies of the
following unpublished opinions and authority cited in the Fee Memorandum.
VII. CONCLUSION
111. For all the foregoing reasons, Lead Plaintiffs respectfully submit that the Settlement
and Plan of Allocation should be approved as fair, reasonable, and adequate. Lead Counsel further
submit that the requested fee in the amount of 25% of the Settlement Fund should be approved as
fair and reasonable, and the request for payment of Lead Plaintiffs’ Counsel’s expenses in the
amount of $191,222.40 should also be approved, as well as Lead Plaintiffs’ request for
reimbursement of total of $41,208.30 in reasonable costs that were directly related to their
representation of the Settlement Class, as authorized by the PSLRA.
I declare, under penalty of perjury, that the foregoing is true and correct.
Executed this 8th day of April, 2026.
/s/ Katherine M. Sinderson
Katherine M. Sinderson
38
Case 2:23-cv-04104-MRP Document 100 Filed 04/08/26 Page 43 of 43
CERTIFICATION OF SERVICE
I HEREBY CERTIFY that on April 8, 2026, I caused the Declaration of Katherine M.
Sinderson in Support of (I) Lead Plaintiffs’ Motion for Final Approval of Settlement and Plan of
Allocation and its exhibits to be electronically filed with the Clerk of the Court using the ECF
system. Notice of this filing will be sent to all counsel of record by operation of the Court’s
electronic filing system and the filing will be available for viewing and downloading from the
CM/ECF system.
/s/ Katherine M. Sinderson
Katherine M. Sinderson
39