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Regarding Document No. 57 MOTION for Joseph D. Cohen to Appear Pro Hac Vice . Filing fee $ 200.00, receipt number ANYSDC-30803707. Motion and supporting papers to be reviewed by Clerk's Office staff.. The document has been reviewed and there are no deficiencies. (bc)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/469219285/","id":469219285,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484547487/","id":484547487,"tags":[],"absolute_url":"/docket/67319295/56/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-06-30T06:43:47.097832-07:00","date_modified":"2026-06-30T06:43:47.114491-07:00","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":"56","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-06-30T06:43:47.065342-07:00","date_modified":"2026-06-30T06:43:47.075135-07:00","date_filed":"2025-01-24","time_filed":null,"entry_number":56,"recap_sequence_number":"2025-01-24.001","pacer_sequence_number":null,"description":"SEALED DOCUMENT placed in vault..(jus) (Entered: 01/24/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/469219284/","id":469219284,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/484547486/","id":484547486,"tags":[],"absolute_url":"/docket/67319295/54/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-06-30T06:43:46.955400-07:00","date_modified":"2026-06-30T06:43:46.973655-07:00","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":"54","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-06-30T06:43:46.925212-07:00","date_modified":"2026-06-30T06:43:46.934021-07:00","date_filed":"2025-01-15","time_filed":null,"entry_number":54,"recap_sequence_number":"2025-01-15.001","pacer_sequence_number":null,"description":"SEALED DOCUMENT placed in vault..(jus) (Entered: 01/15/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/452919937/","id":452919937,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/467798248/","id":467798248,"tags":[],"absolute_url":"/docket/67319295/79/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-02-05T17:07:09.373327-08:00","date_modified":"2026-06-30T06:43:48.880251-07:00","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":"79","attachment_number":null,"pacer_doc_id":"127039022317","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice (Other)","acms_document_guid":""}],"date_created":"2026-02-05T17:07:09.350309-08:00","date_modified":"2026-06-30T06:43:48.853062-07:00","date_filed":"2026-02-05","time_filed":"19:51:21","entry_number":79,"recap_sequence_number":"2026-02-05.001","pacer_sequence_number":275,"description":"NOTICE of FIRM NAME CHANGE. Document filed by Marco Amiotti, Mike Drumright, Hang Li..(Spencer, Garth) (Entered: 02/05/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/451410635/","id":451410635,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/466251833/","id":466251833,"tags":[],"absolute_url":"/docket/67319295/77/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-23T15:06:41.028208-08:00","date_modified":"2026-06-30T06:43:48.779381-07:00","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":"77","attachment_number":null,"pacer_doc_id":"127038945924","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Transcript","acms_document_guid":""}],"date_created":"2026-01-23T15:06:41.009242-08:00","date_modified":"2026-06-30T06:43:48.744253-07:00","date_filed":"2026-01-23","time_filed":"17:36:56","entry_number":77,"recap_sequence_number":"2026-01-23.001","pacer_sequence_number":271,"description":"TRANSCRIPT of Proceedings re: CONFERENCE held on 1/16/2026 before Judge Paul A. Engelmayer. Court Reporter/Transcriber: Sharonda Jones, (212) 805-0300. Transcript may be viewed at the court public terminal or purchased through the Court Reporter/Transcriber before the deadline for Release of Transcript Restriction. After that date it may be obtained through PACER. Redaction Request due 2/13/2026. Redacted Transcript Deadline set for 2/23/2026. Release of Transcript Restriction set for 4/23/2026..(Moya, Goretti) (Entered: 01/23/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/451410632/","id":451410632,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/466251830/","id":466251830,"tags":[],"absolute_url":"/docket/67319295/78/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-23T15:06:40.677423-08:00","date_modified":"2026-06-30T06:43:48.827340-07:00","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":"78","attachment_number":null,"pacer_doc_id":"127038945933","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice of Filing Transcript","acms_document_guid":""}],"date_created":"2026-01-23T15:06:40.657378-08:00","date_modified":"2026-06-30T06:43:48.803433-07:00","date_filed":"2026-01-23","time_filed":"17:37:38","entry_number":78,"recap_sequence_number":"2026-01-23.002","pacer_sequence_number":273,"description":"NOTICE OF FILING OF OFFICIAL TRANSCRIPT Notice is hereby given that an official transcript of a CONFERENCE proceeding held on 1/16/2026 has been filed by the court reporter/transcriber in the above-captioned matter. The parties have seven (7) calendar days to file with the court a Notice of Intent to Request Redaction of this transcript. If no such Notice is filed, the transcript may be made remotely electronically available to the public without redaction after 90 calendar days....(Moya, Goretti) (Entered: 01/23/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450632484/","id":450632484,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465452242/","id":465452242,"tags":[],"absolute_url":"","date_created":"2026-01-16T13:08:55.193173-08:00","date_modified":"2026-01-16T13:08:55.204992-08:00","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":"","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement Conference","acms_document_guid":""}],"date_created":"2026-01-16T13:08:55.178533-08:00","date_modified":"2026-01-16T13:08:55.178544-08:00","date_filed":"2026-01-16","time_filed":"14:13:16","entry_number":null,"recap_sequence_number":"2026-01-16.001","pacer_sequence_number":null,"description":"","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450632262/","id":450632262,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465452018/","id":465452018,"tags":[],"absolute_url":"/docket/67319295/76/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-16T13:08:26.600359-08:00","date_modified":"2026-07-05T22:26:47.998072-07:00","sha1":"6e50cefe67308f1924247f927b5488b4af606078","page_count":5,"file_size":377169,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.76.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.76.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 76 Filed 01/16/26 Page 1 of 5\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n [PROPOSED] ORDER AWARDING ATTORNEYS' FEES\n AND REIMBURSEMENT OF LITIGATION EXPENSES\n\f Case 1:23-cv-03722-PAE Document 76 Filed 01/16/26 Page 2 of 5\n\n\n\n\n This matter came on for hearing on January 16, 2026 (the \"Settlement Hearing\") on Lead\n\nCounsel's motion for an award of attorneys' fees and reimbursement of Litigation Expenses. The\n\nCourt having considered all matters submitted to it at the Settlement Hearing and otherwise; and\n\nit appearing that notice of the Settlement Hearing substantially in the form approved by the Court\n\nwas mailed or emailed to all Settlement Class Members who or which could be identified with\n\nreasonable effort, and that a summary notice of the hearing substantially in the form approved by\n\nthe Court was published in Investor's Business Daily and was transmitted over the PR Newswire\n\npursuant to the specifications of the Court; and the Court having considered and determined the\n\nfairness and reasonableness of the award of attorneys' fees and Litigation Expenses requested,\n\n NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n\n 1. This Order incorporates by reference the definitions in the Stipulation and\n\nAgreement of Settlement dated August 4, 2025 (the \"Stipulation\"; ECF No. 64-1), and all\n\ncapitalized terms not otherwise defined herein shall have the same meanings as set forth in the\n\nStipulation.\n\n 2. The Court has jurisdiction to enter this Order and over the subject matter of the\n\nAction and all parties to the Action, including all Settlement Class Members.\n\n 3. Notice of Lead Counsel's motion for an award of attorneys' fees and\n\nreimbursement of Litigation Expenses was given to all Settlement Class Members who could be\n\nidentified with reasonable effort. The form and method of notifying the Settlement Class of the\n\nmotion for an award of attorneys' fees and expenses satisfied the requirements of Rule 23 of the\n\nFederal Rules of Civil Procedure, the Private Securities Litigation Reform Act of 1995 (15 U.S.C.\n\n\u00a7 78u-4(a)(7)), due process, and all other applicable law and rules, constituted the best notice\n\n\n\n\n 1\n\f Case 1:23-cv-03722-PAE Document 76 Filed 01/16/26 Page 3 of 5\n\n\n\n\npracticable under the circumstances, and constituted due and sufficient notice to all persons and\n\nentities entitled thereto.\n\n 4. Lead Counsel are hereby awarded attorneys' fees, plus interest, in the amount of\n\n$7,167,077, which reflects 25% of the Settlement Fund net of litigation expenses ($146,341),\n\nestimated administration costs ($375,349), and service awards ($10,000). Lead counsel are also\n\nawarded litigation expenses in the amount of $146,341. The settlement administration costs, as\n\neventually tabulated, shall be paid from the Settlement Fund. The Court finds these sums to be\n\nfair and reasonable. Lead Counsel shall allocate the attorneys' fees awarded amongst\n\nPlaintiffs' Counsel in a manner which it, in good faith, believes reflects the contributions of such\n\ncounsel to the institution, prosecution and settlement of the Action.\n\n 5. In making this award of attorneys' fees and reimbursement of expenses to be paid\n\nfrom the Settlement Fund, the Court has considered and found that:\n\n (a) The Settlement has created a fund of $29,200,000 in cash that has been\n\n funded into escrow pursuant to the terms of the Stipulation, and that numerous Settlement\n\n Class Members who submit acceptable Claim Forms will benefit from the Settlement that\n\n occurred because of the efforts of Plaintiffs' Counsel;\n\n (b) Copies of the Postcard Notice were mailed, or a link to the Notice and Claim\n\n Form emailed, to over 209,286 potential Settlement Class Members and nominees stating\n\n that Lead Counsel would apply for attorneys' fees in an amount not to exceed 30% of the\n\n Settlement Fund and reimbursement of Litigation Expenses in an amount not to exceed\n\n $213,000. There were no objections to the requested attorneys' fees and expenses;\n\n (c) Plaintiffs' Counsel have conducted the litigation and achieved the\n\n Settlement with skill, perseverance and diligent advocacy;\n\n (d) The Action raised a number of complex issues;\n\n 2\n\f Case 1:23-cv-03722-PAE Document 76 Filed 01/16/26 Page 4 of 5\n\n\n\n\n (e) Had Plaintiffs' Counsel not achieved the Settlement there would remain a\n\n significant risk that Plaintiffs and the other members of the Settlement Class may have\n\n recovered less or nothing from Defendants;\n\n (f) Plaintiffs' Counsel devoted 3,694.40 hours, with a lodestar value of\n\n approximately $3,154,231 to achieve the Settlement; and\n\n (g) The amount of attorneys' fees awarded and expenses to be reimbursed from\n\n the Settlement Fund are fair and reasonable and consistent with awards in similar cases.\n\n 6. Lead Plaintiff Hang Li is hereby awarded $5,000 from the Settlement\n\nFund as reimbursement for his reasonable costs and expenses directly related to his representation\n\nof the Settlement Class.\n\n 7. Additional named Plaintiff Mike Drumright is hereby awarded $2,500 from the\n\nSettlement Fund as reimbursement for his reasonable costs and expenses directly related to his\n\nrepresentation of the Settlement Class.\n\n 8. Additional named Plaintiff Marco Amiotti is hereby awarded $2,500 from the\n\nSettlement Fund as reimbursement for his reasonable costs and expenses directly related to his\n\nrepresentation of the Settlement Class.\n\n 9. Any appeal or any challenge affecting this Court's approval regarding any\n\nattorneys' fees and expense application shall in no way disturb or affect the finality of the\n\nJudgment.\n\n 10. Exclusive jurisdiction is hereby retained over the Parties and the Settlement Class\n\nMembers for all matters relating to this Action, including the administration, interpretation,\n\neffectuation or enforcement of the Stipulation and this Order.\n\n\n\n\n 3\n\f Case 1:23-cv-03722-PAE Document 76 Filed 01/16/26 Page 5 of 5\n\n\n\n\n 11. In the event that the Settlement is terminated or the Effective Date of the Settlement\n\n otherwise fails to occur, this Order shall be rendered null and void to the extent provided by the\n\n Stipulation.\n\n 12. There is no just reason for delay in the entry of this Order, and immediate entry by\n\nthe Clerk of the Court is expressly directed.\n\n SO ORDERED this 16th day of January, 2026.\n\n\n\n\n THE HONORABLE PAUL A. ENGELMAYER\n UNITED STATES DISTRICT JUDGE\n\n\n\n\n 4\n\f","ocr_status":2,"date_upload":"2026-01-20T00:31:34.403687-08:00","document_number":"76","attachment_number":null,"pacer_doc_id":"127038902954","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order on Motion for Attorney Fees","acms_document_guid":""}],"date_created":"2026-01-16T13:08:26.570759-08:00","date_modified":"2026-07-05T22:26:47.981011-07:00","date_filed":"2026-01-16","time_filed":"15:04:28","entry_number":76,"recap_sequence_number":"2026-01-16.004","pacer_sequence_number":265,"description":" ORDER AWARDING ATTORNEYS' FEES AND REIMBURSEMENT OF LITIGATION EXPENSES granting 70 Motion for Attorney Fees. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. This Order incorporates by reference the definitions in the Stipulation and Agreement of Settlement dated August 4, 2025 (the \"Stipulation\"; ECF No. 64-1), and all capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation. 2. The Court has jurisdiction to enter this Order and over the subject matter of the Action and all parties to the Action, including all Settlement Class Members. 4. Lead Counsel are hereby awarded attorneys' fees, plus interest, in the amount o f $7,167,077, which reflects 25% of the Settlement Fund net of litigation expenses ($146,341), estimated administration costs ($375,349), and service awards ($10,000). Lead counsel are also awarded litigation expenses in the amount of $146,341. The settlement administration costs, as eventually tabulated, shall be paid from the Settlement Fund. The Court finds these sums to be fair and reasonable. Lead Counsel shall allocate the attorneys' fees awarded amongst Plaintiffs' Counsel in a manner which it, in good faith, believes reflects the contributions of such counsel to the institution, prosecution and settlement of the Action. 6. Lead Plaintiff Hang Li is hereby awarded $5,000 from the Settleme nt Fund as reimbursement for his reasonable costs and expenses directly related to his representation of the Settlement Class. As further set forth by this Order. 12. There is no just reason for delay in the entry of this Order, and immediate entry by the Clerk of the Court is expressly directed. SO ORDERED.. (Signed by Judge Paul A. Engelmayer on 1/16/2026) (tg)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450606590/","id":450606590,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465425857/","id":465425857,"tags":[],"absolute_url":"/docket/67319295/74/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-16T11:09:58.456755-08:00","date_modified":"2026-06-30T06:43:48.497498-07:00","sha1":"70c15adfb29289da921cc146eee1e6f8a0c57237","page_count":11,"file_size":879207,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.74.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.74.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 1 of 11\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n V.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n\n\n JPROPOSEDJ JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF\n CLASS ACTION SETTLEMENT\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 2 of 11\n\n\n\n\n WHEREAS, a consolidated class action is pending in this Court entitled Li v. Spirit\n\nAeroSystems Holdings, Inc., et al., Case No. 1:23-cv-03722-PAE (the \"Action\");\n\n WHEREAS, (a) Court-appointed lead plaintiff Hang Li (\"Lead Plaintiff') and named\n\nplaintiffs Mike Drumright and Marco Amiotti (collectively, with Lead Plaintiff, \"Plaintiffs\"), on\n\nbehalf of themselves and the Settlement Class (defined below); and (b) defendants Spirit\n\nAeroSystems Holdings, Inc. (\"Spirit\" or the \"Company\"), Tom Gentile III and Mark J. Suchinski\n\n(collectively, \"Individual Defendants\"; together with Spirit, \"Defendants\"; and together with\n\nPlaintiffs, the \"Parties\") have entered into a Stipulation and Agreement of Settlement dated August\n\n4, 2025 (the \"Stipulation\"), that, subject to the approval of this Court, will fully, finally and forever\n\ncompromise, settle, release, resolve, and dismiss with prejudice the Action and all claims asserted\n\ntherein on the terms and conditions set forth in the Stipulation (the \"Settlement\");\n\n WHEREAS, unless otherwise defined in this Judgment, the capitalized terms herein shall\n\nhave the same meaning as they have in the Stipulation;\n\n WHEREAS, by Order dated September 4, 2025 (the \"Preliminary Approval Order\"), this\n\nCourt: (a) preliminarily approved the Settlement; (b) certified the Settlement Class solely for\n\npurposes of effectuating the Settlement; (c) ordered that notice of the proposed Settlement be\n\nprovided to potential Settlement Class Members; (d) provided Settlement Class Members with the\n\nopportunity either to exclude themselves from the Settlement Class or to object to the proposed\n\nSettlement; and (e) scheduled a hearing regarding final approval of the Settlement;\n\n WHEREAS, due and adequate notice has been given to the Settlement Class;\n\n WHEREAS, the Court conducted a hearing on January 16, 2026 (the \"Settlement\n\nHearing\") to consider, among other things, (a) whether the terms and conditions of the Settlement\n\nare fair, reasonable and adequate to the Settlement Class, and should therefore be approved; and\n\n(b) whether a judgment should be entered dismissing the Action with prejudice as against the\n\n\n\n 1\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 3 of 11\n\n\n\n\nDefendants; and\n\n WHEREAS, the Court having reviewed and considered the Stipulation, all papers filed and\n\nproceedings held herein in connection with the Settlement, all oral and written comments received\n\nregarding the Settlement, and the record in the Action, and good cause appearing therefor;\n\n IT IS HEREBY ORDERED, ADJUDGED AND DECREED:\n\n 1. Jurisdiction - The Court has jurisdiction over the subject matter of the Action, and\n\nall matters relating to the Settlement, as well as personal jurisdiction over all of the Parties and\n\neach of the Settlement Class Members.\n\n 2. Incorporation of Settlement Documents - This Judgment incorporates and makes\n\na part hereof: (a) the Stipulation filed with the Court on August 8, 2025, including definitions of\n\nthe terms used therein; and (b) the Notice, the Summary Notice, and the Postcard Notice, all of\n\nwhich were filed with the Court on December 12, 2025.\n\n 3. Class Certification for Settlement Purposes - The Court hereby affirms its\n\ndeterminations in the Preliminary Approval Order certifying, for the purposes of the Settlement\n\nonly, the Action as a class action pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil\n\nProcedure on behalf of the Settlement Class consisting of all persons and entities who purchased\n\nthe publicly-traded Class A common stock of Spirit AeroSystems Holdings, Inc. between April 8,\n\n2020 and September 7, 2023, both dates inclusive, and who were damaged thereby. Excluded\n\nfrom the Settlement Class are: (a) Defendants, the officers and directors of Spirit at all relevant\n\ntimes, members of their Immediate Families and their legal representatives, heirs, successors, or\n\nassigns, and any entity in which Defendants have or had a controlling interest; (b) any trust of\n\nwhich an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant\n\nand/or member(s) of their Immediate Family; and (c) the legal representatives, heirs, successors,\n\npredecessors, and assigns of any person or entity excluded under provisions (a) and (b) hereof.\n\n\n 2\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 4 of 11\n\n\n\n\nAlso excluded from the Settlement Class is the person listed on Exhibit 1 hereto who is excluded\n\nfrom the Settlement Class pursuant to a request that was accepted by this Court.\n\n 4. Adequacy of Representation - Pursuant to Rule 23 of the Federal Rules of Civil\n\nProcedure, and for the purposes of the Settlement only, the Court hereby affirms its determinations\n\nin the Preliminary Approval Order certifying Plaintiffs as Class Representatives for the Settlement\n\nClass and appointing Lead Counsel as Class Counsel for the Settlement Class. Plaintiffs and Lead\n\nCounsel have fairly and adequately represented the Settlement Class both in terms oflitigating the\n\nAction and for purposes of entering into and implementing the Settlement and have satisfied the\n\nrequirements of Federal Rules of Civil Procedure 23(a)(4) and 23(g), respectively.\n\n 5. Notice -The Court finds that the dissemination of the Postcard Notice, the online\n\nposting of the Notice, and the publication of the Summary Notice: (a) were implemented in\n\naccordance with the Preliminary Approval Order; (b) constituted the best notice practicable under\n\nthe circumstances; (c) constituted notice that was reasonably calculated, under the circumstances,\n\nto apprise Settlement Class Members of (i) the pendency of the Action; (ii) the effect of the\n\nproposed Settlement (including the Releases to be provided thereunder); (iii) Lead Counsel's\n\nmotion for an award of attorneys' fees from the Settlement Fund and reimbursement of Litigation\n\nExpenses from the Settlement Fund; (iv) their right to object to any aspect of the Settlement, the\n\nPlan of Allocation and/or Lead Counsel's motion for attorneys' fees from the Settlement Fund and\n\nreimbursement of Litigation Expenses from the Settlement Fund; (v) their right to exclude\n\nthemselves from the Settlement Class; and (vi) their right to appear at the Settlement Hearing; ( d)\n\nconstituted due, adequate, and sufficient notice to all persons and entities entitled to receive notice\n\nof the proposed Settlement; and (e) satisfied the requirements of Rule 23 of the Federal Rules of\n\nCivil Procedure, Due Process Clause of the United States Constitution, and the Private Securities\n\nLitigation Reform Act of 1995, 15 U.S.C. \u00a7 78u-4, as amended.\n\n\n 3\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 5 of 11\n\n\n\n\n 6. Final Settlement Approval and Dismissal of Claims - Pursuant to, and in\n\naccordance with, Rule 23 of the Federal Rules of Civil Procedure, this Court hereby fully and\n\nfinally approves the Settlement set forth in the Stipulation in all respects (including, without\n\nlimitation: the amount of the Settlement; the Releases provided for therein; and the dismissal with\n\nprejudice of the claims asserted against Defendants in the Action), and finds that the Settlement is,\n\nin all respects, fair, reasonable and adequate to the Settlement Class.\n\n (a) The Settlement was negotiated at arm's length by the Parties, all of whom\n\nwere represented by highly experienced and skilled counsel. The Settlement was reached only\n\nafter, among other things: (i) motion practice; (ii) a mediation conducted by former United States\n\nDistrict Court Judge Layn R. Phillips, a highly experienced mediator of complex cases who was\n\nthoroughly familiar with this Action; (iii) the exchange of detailed mediation statements and\n\nexhibits, which addressed the issues of both liability and damages, prior to the mediation; (iv)\n\nfollow-up negotiations between Plaintiffs and Defendants with the assistance of the mediator; (v)\n\nsubstantial discovery to enable Plaintiffs to further evaluate the fairness, reasonableness, and\n\nadequacy of the Parties' agreement in principle, including the production of over 59,000 pages of\n\ndocuments by or on behalf of Defendants and an interview of a senior Spirit executive responsible\n\nfor quality issues with Plaintiffs' Counsel, and (vi) Plaintiffs' Counsel's extensive investigations.\n\nAccordingly, the Parties were well-positioned to evaluate the settlement value of this Action. The\n\nStipulation has been entered into in good faith and is not collusive.\n\n (b) If the Settlement had not been achieved, the Parties faced the expense, risk,\n\nand uncertainty of extended litigation. The Court takes no position on the merits of the Parties'\n\narguments, but notes these arguments as evidence in support of the reasonableness of the\n\nSettlement.\n\n 7. The Parties are directed to implement, perform and consummate the Settlement in\n\n\n 4\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 6 of 11\n\n\n\n\naccordance with the terms and provisions contained in the Stipulation.\n\n 8. The Action and all of the claims asserted against Defendants in the Action by\n\nPlaintiffs and the other Settlement Class Members are hereby dismissed with prejudice. The\n\nParties shall bear their own costs and expenses, except as otherwise expressly provided in the\n\nStipulation.\n\n 9. Binding Effect-The terms of the Stipulation and of this Judgment shall be forever\n\nbinding on Defendants, Plaintiffs and all other Settlement Class Members (regardless of whether\n\nor not any individual Settlement Class Member submits a Claim Form or seeks or obtains a\n\ndistribution from the Net Settlement Fund), as well as their respective successors and assigns. The\n\nperson listed on Exhibit 1 hereto is excluded from the Settlement Class pursuant to request and is\n\nnot bound by the terms of the Stipulation or this Judgment.\n\n 10. Releases -The Releases set forth in paragraphs 5 and 6 of the Stipulation, together\n\nwith the definitions contained in paragraph 1 of the Stipulation relating thereto, are expressly\n\nincorporated herein in all respects. The Releases are effective as of the Effective Date.\n\nAccordingly, this Court orders that:\n\n (a) Without further action by anyone, and subject to paragraph 11 below, upon\n\nthe Effective Date of the Settlement, Plaintiffs and all the other members of the Settlement Class,\n\non behalf of themselves, and on behalf of any other person or entity legally entitled to bring\n\nReleased Plaintiffs' Claims on behalf of the respective Settlement Class Member in such capacity\n\nonly, shall be deemed to have, and by operation oflaw and of the judgment shall have, fully, finally\n\nand forever released each and every Released Plaintiffs' Claim against the Defendants and the\n\nother Released Defendants' Parties, and shall forever be barred and enjoined from prosecuting any\n\nor all of the Released Plaintiffs' Claims. Moreover, without further action by anyone, and subject\n\nto paragraph 11 below, upon the Effective Date of the Settlement, Plaintiffs and all the other\n\n\n 5\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 7 of 11\n\n\n\n\nmembers of the Settlement Class, on behalf of themselves, and on behalf of any other person or\n\nentity legally entitled to bring Released Plaintiffs' Claims on behalf of the respective Settlement\n\nClass Member in such capacity only, shall be deemed to have, and by operation of law and of the\n\njudgment shall have, covenanted not to sue any Released Defendants' Parties on the basis of any\n\nReleased Plaintiffs' Claims. Additionally, without further action by anyone, and subject to\n\nparagraph 11 below, upon the Effective Date of the Settlement, Plaintiffs, on behalf of themselves\n\nonly, shall be deemed to have, and by operation oflaw and of the judgment shall have, covenanted\n\nnot to assist any third party in commencing or maintaining any suit related to any Released\n\nPlaintiffs' Claim, provided however, that nothing in this paragraph shall prevent Plaintiffs from\n\nresponding to any subpoena or valid legal process subject to the confidentiality agreement entered\n\ninto by the Parties. This Release shall not apply to any Excluded Claims (as that term is defined\n\nin paragraph l(r) of the Stipulation).\n\n (b) Without further action by anyone, and subject to paragraph 11 below, upon\n\nthe Effective Date of the Settlement, Defendants, and any person or entity that can assert claims\n\non their behalf, in such capacity only, shall be deemed to have, and by operation oflaw and of this\n\nJudgment shall have, fully, finally and forever released each and every Released Defendants'\n\nClaim against Plaintiffs and the other Released Plaintiffs' Parties, and shall forever be barred and\n\nenjoined from prosecuting any or all of the Released Defendants' Claims against any of the\n\nReleased Plaintiffs' Parties. This Release shall not apply to the person listed on Exhibit 1 hereto.\n\n 11. Notwithstanding paragraphs 10(a) - (b) above, nothing in this Judgment shall bar\n\nany action by any of the Parties to enforce or effectuate the terms of the Stipulation or this\n\nJudgment.\n\n 12. Rule 11 Findings - The Court finds and concludes that the Parties and their\n\nrespective counsel have complied in all respects with the requirements of Rule 11 of the Federal\n\n\n 6\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 8 of 11\n\n\n\n\nRules of Civil Procedure in connection with the institution, prosecution, defense, and settlement\n\nof the Action.\n\n 13. No Admissions -Neither this Judgment, the Term Sheet, the Stipulation (whether\n\nor not consummated), including the exhibits thereto and the Plan of Allocation contained therein\n\n(or any other plan of allocation that may be approved by the Court), the negotiations leading to the\n\nexecution of the Term Sheet and the Stipulation, nor any proceedings taken pursuant to or in\n\nconnection with the Term Sheet, the Stipulation and/or approval of the Settlement (including any\n\narguments proffered in connection therewith):\n\n (a) shall be offered against any of the Released Defendants' Parties as evidence\n\nof, or construed as, or deemed to be evidence of any presumption, concession, or admission by\n\nany of the Released Defendants' Parties with respect to the truth of any fact alleged by Plaintiffs\n\nor the validity of any claim that was or could have been asserted or the deficiency of any defense\n\nthat has been or could have been asserted in this Action or in any other litigation, or of any liability,\n\nnegligence, fault, or other wrongdoing of any kind of any of the Released Defendants' Parties or\n\nin any way referred to for any other reason as against any of the Released Defendants' Parties, in\n\nany civil, criminal or administrative action or proceeding, other than such proceedings as may be\n\nnecessary to effectuate the provisions of the Stipulation;\n\n (b) shall be offered against any of the Released Plaintiffs' Parties, as evidence\n\nof, or construed as, or deemed to be evidence of any presumption, concession or admission by any\n\nof the Released Plaintiffs' Parties that any of their claims are without merit, that any of the\n\nReleased Defendants' Parties had meritorious defenses, or that damages recoverable under the\n\nComplaint would not have exceeded the Settlement Amount or with respect to any liability,\n\nnegligence, fault or wrongdoing of any kind, or in any way referred to for any other reason as\n\nagainst any of the Released Plaintiffs' Parties, in any civil, criminal or administrative action or\n\n\n 7\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 9 of 11\n\n\n\n\nproceeding, other than such proceedings as may be necessary to effectuate the provisions of the\n\nStipulation; or\n\n (c) shall be construed against any of the Releasees as an admission, concession,\n\nor presumption that the consideration to be given under the Settlement represents the amount\n\nwhich could be or would have been recovered after trial; provided, however, that the Parties and\n\nthe Releasees and their respective counsel may refer to this Judgment and the Stipulation to\n\neffectuate the protections from liability granted hereunder and thereunder or otherwise to enforce\n\nthe terms of the Settlement.\n\n 14. Retention of Jurisdiction - Without affecting the finality of this Judgment in any\n\nway, this Court retains continuing and exclusive jurisdiction over: (a) the Parties for purposes of\n\nthe administration, interpretation, implementation and enforcement of the Settlement; (b) the\n\ndisposition of the Settlement Fund; (c) any motion for an award of attorneys' fees from the\n\nSettlement Fund and/or Litigation Expenses from the Settlement Fund by Lead Counsel in the\n\nAction that will be paid from the Settlement Fund; (d) any motion to approve the Plan of\n\nAllocation; (e) any motion to approve the Class Distribution Order; and (f) the Settlement Class\n\nMembers for all matters relating to the Action.\n\n 15. Separate orders shall be entered regarding approval of a plan of allocation and the\n\nmotion of Lead Counsel for an award of attorneys' fees from the Settlement Fund and\n\nreimbursement of Litigation Expenses from the Settlement Fund. Such orders shall in no way\n\naffect or delay the finality of this Judgment and shall not affect or delay the Effective Date of the\n\nSettlement.\n\n 16. Modification of the Agreement of Settlement - Without further approval from\n\nthe Court, Plaintiffs and Defendants are hereby authorized to agree to and adopt such amendments\n\nor modifications of the Stipulation or any exhibits attached thereto to effectuate the Settlement\n\n\n 8\n\f Case 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 10 of 11\n\n\n\n\nthat: (a) are not materially inconsistent with this Judgment; and (b) do not materially limit the\n\nrights of Settlement Class Members in connection with the Settlement. Without further order of\n\nthe Court, Plaintiffs and Defendants may agree to reasonable extensions of time to carry out any\n\nprovisions of the Settlement.\n\n 17. Termination of Settlement - If the Settlement is terminated as provided in the\n\nStipulation or the Effective Date of the Settlement otherwise fails to occur, this Judgment shall be\n\nvacated, rendered null and void and be of no further force and effect, except as otherwise provided\n\nby the Stipulation, and this Judgment shall be without prejudice to the rights of Plaintiffs, the other\n\nSettlement Class Members and Defendants, and the Parties shall revert to their respective positions\n\nin the Action as of January 21, 2025, as provided in the Stipulation.\n\n 18. Entry of Final Judgment - There is no just reason to delay the entry of this\n\nJudgment as a final judgment in this Action. Accordingly, the Clerk of the Court is expressly\n\ndirected to immediately enter this final judgment in this Action.\n\n SO ORDERED this 16th day of January, 2026.\n\n\n\n\n TfIBHONfdE ~~(.YER\n UNITED STATES DISTRICT JUDGE\n\n\n\n\n 9\n\fCase 1:23-cv-03722-PAE Document 74 Filed 01/16/26 Page 11 of 11\n\n\n\n\n Exhibit 1\n\n [List of Persons Excluded from the Settlement Class Pursuant to Request]\n\n 1. Roshan Patel\n\f","ocr_status":1,"date_upload":"2026-02-12T07:42:52.406481-08:00","document_number":"74","attachment_number":null,"pacer_doc_id":"127038902103","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Order on Motion for Settlement","acms_document_guid":""}],"date_created":"2026-01-16T11:09:58.435910-08:00","date_modified":"2026-06-30T06:43:48.456993-07:00","date_filed":"2026-01-16","time_filed":"13:59:21","entry_number":74,"recap_sequence_number":"2026-01-16.001","pacer_sequence_number":259,"description":"JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT granting 68 Motion for Settlement. IT IS HEREBY ORDERED, ADJUDGED AND DECREED: 1. Jurisdiction - The Court has jurisdiction over the subject matter of the Action, and all matters relating to the Settlement, as well as personal jurisdiction over all of the Parties and each of the Settlement Class Members. 2. Incorporation of Settlement Documents - This Judgment incorporates and makes a part hereof: (a) the Stipulation filed with the Court on August 8, 2025, including definitions of the terms used therein; and (b) the Notice, the Summary Notice, and the Postcard Notice, all of which were filed with the Court on December 12, 2025. As further set forth by this Order. 18. Entry of Final Judgment - There is no just reason to delay the entry of this Judgment as a final judgment in this Action. Accordingly, the Clerk of the Court is expressly directed to immediately enter this final judgment in this Action. SO ORDERED. (Signed by Judge Paul A. Engelmayer on 1/16/2026) (tg) (Entered: 01/16/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/450606584/","id":450606584,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/465425851/","id":465425851,"tags":[],"absolute_url":"/docket/67319295/75/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-16T11:09:57.612968-08:00","date_modified":"2026-07-05T22:26:47.187798-07:00","sha1":"620249c96e80f2de2269ac86003871fe13f5d613","page_count":3,"file_size":288672,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.75.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.75.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 75 Filed 01/16/26 Page 1 of 3\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n [PROPOSED] ORDER APPROVING\n PLAN OF ALLOCATION OF NET SETTLEMENT FUND\n\f Case 1:23-cv-03722-PAE Document 75 Filed 01/16/26 Page 2 of 3\n\n\n\n\n This matter came on for hearing on January 16, 2026 (the \"Settlement Hearing\") on\n\nPlaintiffs' motion to determine whether the proposed plan of allocation of the Net Settlement Fund\n\n(\"Plan of Allocation\") created by the Settlement of the above-captioned class action (the \"Action\")\n\nshould be approved. The Court having considered all matters submitted to it at the Settlement\n\nHearing and otherwise; and it appearing that notice of the Settlement Hearing substantially in the\n\nform approved by the Court was mailed or emailed to all Settlement Class Members who or which\n\ncould be identified with reasonable effort, and that a summary notice of the hearing substantially\n\nin the form approved by the Court was published in Investor's Business Daily and was transmitted\n\nover the PR Newswire pursuant to the specifications of the Court; and the Court having considered\n\nand determined the fairness and reasonableness of the proposed Plan of Allocation,\n\n NOW, THEREFORE, IT IS HEREBY ORDERED THAT:\n\n 1. This Order approving the proposed Plan of Allocation incorporates by reference the\n\ndefinitions in the Stipulation and Agreement of Settlement dated August 4, 2025 (the\n\n\"Stipulation\"; ECF No. 64-1), and all capitalized terms not otherwise defined herein shall have the\n\nsame meanings as set forth in the Stipulation.\n\n 2. The Court has jurisdiction to enter this Order approving the proposed Plan of\n\nAllocation, and over the subject matter of the Action and all parties to the Action, including all\n\nSettlement Class Members.\n\n 3. Notice of Plaintiffs' motion for approval of the proposed Plan of Allocation was\n\ngiven to all Settlement Class Members who could be identified with reasonable effort. The form\n\nand method of notifying the Settlement Class of the motion for approval of the proposed Plan of\n\nAllocation satisfied the requirements of Rule 23 of the Federal Rules of Civil Procedure, the\n\nPrivate Securities Litigation Reform Act of 1995 (15 U.S.C. \u00a7 78u-4(a)(7)), due process, and all\n\n\n\n\n 1\n\f Case 1:23-cv-03722-PAE Document 75 Filed 01/16/26 Page 3 of 3\n\n\n\n\nother applicable law and rules, constituted the best notice practicable under the circumstances, and\n\nconstituted due and sufficient notice to all persons and entities entitled thereto.\n\n 4. The proposed Plan of Allocation was contained in the Notice mailed or emailed to\n\npotential Settlement Class Members and nominees and posted on the Settlement Website\n\n(www.SpiritAeroSecuritiesSettlement.com), and no objections to the proposed plan were\n\nsubmitted.\n\n 5. The Court hereby finds and concludes that the formula for the calculation of the\n\nclaims of Claimants as set forth in the Plan of Allocation mailed to Settlement Class Members\n\nprovides a fair and reasonable basis upon which to allocate the proceeds of the Net Settlement\n\nFund among Settlement Class Members with due consideration having been given to\n\nadministrative convenience and necessity.\n\n 6. The Court hereby finds and concludes that the Plan of Allocation is, in all respects,\n\nfair and reasonable to the Settlement Class.\n\n 7. There is no just reason for delay in the entry of this Order, and immediate entry by\n\nthe Clerk of the Court is expressly directed.\n\n\n SO ORDERED this 16th day of January, 2026.\n\n\n\n\n TIIB!::!~~~aELMAYER\n UNITED STATES DISTRICT JUDGE\n\n\n\n\n 2\n\f","ocr_status":2,"date_upload":"2026-02-12T07:15:05.757822-08:00","document_number":"75","attachment_number":null,"pacer_doc_id":"127038902124","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"Order","acms_document_guid":""}],"date_created":"2026-01-16T11:09:57.585910-08:00","date_modified":"2026-07-05T22:26:47.168248-07:00","date_filed":"2026-01-16","time_filed":"14:02:48","entry_number":75,"recap_sequence_number":"2026-01-16.002","pacer_sequence_number":261,"description":" ORDER APPROVING PLAN OF ALLOCATION OF NET SETTLEMENT FUND: NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. This Order approving the proposed Plan of Allocation incorporates by reference the definitions in the Stipulation and Agreement of Settlement da ted August 4, 2025 (the \"Stipulation\"; ECF No. 64-1), and all capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Stipulation. 2. The Court has jurisdiction to enter this Order approving the propo sed Plan of Allocation, and over the subject matter of the Action and all parties to the Action, including all Settlement Class Members. 3. Notice of Plaintiffs' motion for approval of the proposed Plan of Allocation was given to all Settlement Class Members who could be identified with reasonable effort. The form and method of notifying the Settlement Class of the motion for approval of the proposed Plan of Allocation satisfied the requirements of Rule 23 of the Federal Rules of Civil Pro cedure, the Private Securities Litigation Reform Act of 1995 (15 U.S.C. \u00a7 78u-4(a)(7)), due process, and all other applicable law and rules, constituted the best notice practicable under the circumstances, and constituted due and sufficient no tice to all persons and entities entitled thereto. 4. The proposed Plan of Allocation was contained in the Notice mailed or emailed to potential Settlement Class Members and nominees and posted on the Settlement Website (www.SpiritAeroSecuritiesSettl ement.com), and no objections to the proposed plan were submitted. 5. The Court hereby finds and concludes that the formula for the calculation of the claims of Claimants as set forth in the Plan of Allocation mailed to Settlement Class Members provi des a fair and reasonable basis upon which to allocate the proceeds of the Net Settlement Fund among Settlement Class Members with due consideration having been given to administrative convenience and necessity. 6. The Court hereby finds and conclude s that the Plan of Allocation is, in all respects, fair and reasonable to the Settlement Class. 7. There is no just reason for delay in the entry of this Order, and immediate entry by the Clerk of the Court is expressly directed. SO ORDERED. (Signed by Judge Paul A. Engelmayer on 1/16/2026) (tg)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/449878784/","id":449878784,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/464682259/","id":464682259,"tags":[],"absolute_url":"/docket/67319295/73/li-v-spirit-aerosystems-holdings-inc/","date_created":"2026-01-09T15:07:19.451647-08:00","date_modified":"2026-06-30T06:43:48.425556-07:00","sha1":"6e0c3481f2cd36028ad54e2f51d9013f2ddb77cf","page_count":13,"file_size":237575,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.73.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.73.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 1 of 13\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n REPLY MEMORANDUM OF LAW IN FURTHER SUPPORT OF:\n (I) PLAINTIFFS\u2019 UNOPPOSED MOTION FOR FINAL APPROVAL OF CLASS\n ACTION SETTLEMENT AND APPROVAL OF PLAN OF ALLOCATION; AND\n(II) LEAD COUNSEL\u2019S MOTION FOR AN AWARD OF ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 2 of 13\n\n\n\n\n TABLE OF CONTENTS\n\nI. PRELIMINARY STATEMENT .........................................................................................1\n\nII. ARGUMENT .......................................................................................................................3\n\n A. The Positive Reaction Of The Settlement Class Supports Approval Of The\n Settlement And Plan Of Allocation .........................................................................3\n\n B. The Settlement Class\u2019s Reaction Supports Approval Of The Attorneys\u2019 Fee\n Motion ......................................................................................................................5\n\nIII. CONCLUSION ....................................................................................................................6\n\n\n\n\n i\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 3 of 13\n\n\n\n\n TABLE OF AUTHORITIES\n\nCASES\n\nGuevoura Fund Ltd. v. Sillerman,\n 2019 WL 6889901 (S.D.N.Y. Dec. 18, 2019) .................................................................... 4, 5, 6\n\nHill v. State St. Corp.,\n 2015 WL 127728 (D. Mass. Jan. 8, 2015) .................................................................................. 5\n\nIn re Bear Stearns Cos., Inc. Sec., Deriv., and ERISA Litig.,\n 909 F. Supp. 2d 259 (S.D.N.Y. 2012)......................................................................................... 3\n\nIn re Citigroup Inc. Bond Litig.,\n 296 F.R.D. 147 (S.D.N.Y. 2013) ................................................................................................ 4\n\nIn re Dun & Bradstreet Credit Servs. Customer Litig.,\n 130 F.R.D. 366 (S.D. Ohio 1990) ............................................................................................... 6\n\nIn re Flag Telecom Holdings, Ltd. Sec. Litig.,\n 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010) .......................................................................... 5, 6\n\nIn re Global Crossing Sec. and ERISA Litig.,\n 225 F.R.D. 436 (S.D.N.Y. 2004) ................................................................................................ 3\n\nIn re Luxottica Grp. S.p.A. Sec. Litig.,\n 233 F.R.D. 306 (E.D.N.Y. 2006) ................................................................................................ 3\n\nIn re Merrill Lynch & Co., Inc. Rsch. Reports Sec. Litig.,\n 2007 WL 313474 (S.D.N.Y. Feb. 1, 2007) ................................................................................. 4\n\nIn re Signet Jewelers Ltd. Sec. Litig.,\n 2020 WL 4196468 (S.D.N.Y. July 21, 2020) ......................................................................... 2, 4\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n 2007 WL 4115808 (S.D.N.Y. Nov. 7, 2007) .............................................................................. 5\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n 2007 WL 4115809 (S.D.N.Y. Nov. 7, 2007) .............................................................................. 5\n\nIn re XL Fleet Corp. Sec. Litig.,\n 2024 WL 1884483 (S.D.N.Y. April 30, 2024) ........................................................................... 6\n\nMaley v. Del Glob. Techs. Corp.,\n 186 F. Supp. 2d 358 (S.D.N.Y. 2002)......................................................................................... 5\n\n\n\n ii\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 4 of 13\n\n\n\n\nMoses v. N.Y. Times Co.,\n 79 F.4th 235 (2d Cir. 2023) ........................................................................................................ 3\n\nRessler v. Jacobson,\n 149 F.R.D. 651 (M.D. Fla. 1992)................................................................................................ 3\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc.,\n 396 F.3d 96 (2d Cir. 2005).......................................................................................................... 3\n\n\n\n\n iii\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 5 of 13\n\n\n\n\n Court-appointed lead plaintiff Hang Li (\u201cLead Plaintiff\u201d) and named plaintiffs Mike\n\nDrumright and Marco Amiotti (collectively, with Lead Plaintiff, \u201cPlaintiffs\u201d), and their counsel,\n\nGlancy Prongay & Murray LLP and Holzer & Holzer LLC (collectively \u201cLead Counsel\u201d),\n\nrespectfully submit this memorandum in further support of: (i) Plaintiffs\u2019 Motion for Final\n\nApproval of Class Action Settlement and Plan of Allocation (ECF Nos. 68-69); and (ii) Lead\n\nCounsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses\n\n(ECF Nos. 70-71, the \u201cAttorneys\u2019 Fee Motion\u201d). 1\n\nI. PRELIMINARY STATEMENT\n\n Pursuant to the Court\u2019s September 4, 2025, Order Preliminarily Approving Settlement and\n\nProviding for Notice (ECF No. 67; the \u201cPreliminary Approval Order\u201d), approximately 209,286\n\ncopies of the Court-approved Postcard Notice and/or Notice and Claim Form were disseminated\n\nto potential Settlement Class Members and the largest brokerage firms, banks, institutions, and\n\nother nominees. 2 In addition, the Court-appointed Claims Administrator, Epiq Class Action &\n\nClaims Solutions, Inc. (\u201cEpiq\u201d) caused: (i) the Summary Notice to be published in Investor\u2019s\n\nBusiness Weekly and transmitted over PR Newswire on October 6, 2025; 3 and (ii) the Postcard\n\nNotice, Notice, Claim Form, Summary Notice, Stipulation, Second Amended Complaint, and\n\n\n1\n Unless otherwise noted, capitalized terms have the meanings set forth in the Stipulation and\nAgreement of Settlement, dated August 4, 2025 (the \u201cStipulation;\u201d ECF No. 64-1), or the Joint\nDeclaration of Garth Spencer and Corey D. Holzer in Support of: (I) Plaintiffs\u2019 Unopposed Motion\nfor Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead Counsel\u2019s\nMotion for an Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses (\u201cJoint\nDeclaration;\u201d ECF No. 72).\n2\n See Supplemental Declaration of Nicholas Schmidt Regarding: (A) Mailing/Emailing of Notice;\n(B) Report on Requests for Exclusion Received to Date; and (C) Claims Received to Date; and (C)\n(the \u201cSuppl. Mailing Decl.\u201d) (attached as Exhibit 1 hereto), at \u00b64.\n3\n See Declaration of Melissa Mejia Regarding: (A) Mailing/Emailing of the Postcard Notice;\n(B) Publication of Summary Notice; (C) Report on Claims Received to Date; and (D) Report on\nRequests for Exclusion Received to Date (\u201cInitial Mailing Decl.;\u201d ECF No. 72-17), at \u00b613 & Ex.\nE.\n 1\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 6 of 13\n\n\n\n\nPreliminary Approval Order, among other important case-related documents, to be posted on the\n\nSettlement Website (www.SpiritAeroSecuritiesSettlement.com). See Initial Mailing Decl., \u00b618.\n\nThe Notice, Postcard Notice, Summary Notice, and Settlement Website informed Settlement Class\n\nMembers of the: (i) December 26, 2025, deadline to submit an objection to the Settlement, Plan of\n\nAllocation, or request for attorneys\u2019 fees and reimbursement of Litigation Expenses; (ii) December\n\n19, 2025, deadline to request exclusion from the Settlement Class; and (iii) January 30, 2026, claim\n\nfiling deadline. See id., \u00b6\u00b621-22, & Exs. A, B and E.\n\n On December 12, 2025, fourteen (14) days prior to the objection deadline, Plaintiffs and\n\nLead Counsel filed their opening papers in support of the Settlement, Plan of Allocation, and\n\nrequest for attorneys\u2019 fees and reimbursement of Litigation Expenses. The motions are supported\n\nby the declarations of Plaintiffs, Lead Counsel, and the Claims Administrator. These papers are\n\navailable on the public docket and on the Settlement Website. See ECF Nos. 68-72; Suppl. Mailing\n\nDecl., at \u00b68.\n\n Following this extensive notice process, not a single Settlement Class Member has objected\n\nto the Settlement, the Plan of Allocation, or Lead Counsel\u2019s application for attorneys\u2019 fees and\n\nreimbursement of Litigation Expenses. Moreover, Epiq has received only one (1) request for\n\nexclusion, from an individual who purchased only four shares of Spirit stock and incurred an out-\n\nof-pocket loss of less than one dollar. See Suppl. Mailing Decl., \u00b611 & Ex. A. The absence of any\n\nobjections and the lone opt-out provides strong evidence of the fairness and reasonableness of the\n\nproposed Settlement, Plan of Allocation, and request for attorneys\u2019 fees and reimbursement of\n\nLitigation Expenses. See In re Signet Jewelers Ltd. Sec. Litig., 2020 WL 4196468, at *6 (S.D.N.Y.\n\nJuly 21, 2020) (\u201cThe absence of any objections and the small number of requests for exclusion\n\nsupport a finding that the Settlement is fair, reasonable, and adequate.\u201d); id. at *21 (\u201cThe absence\n\n\n\n 2\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 7 of 13\n\n\n\n\nof any objections to the requested attorneys\u2019 fees and Litigation Expenses supports a finding that\n\nthe request is fair and reasonable.\u201d); Ressler v. Jacobson, 149 F.R.D. 651, 656 (M.D. Fla. 1992)\n\n(\u201cThe fact that there are no objections to either the Settlement or to Petitioners\u2019 request for\n\nattorney\u2019s fees is strong evidence of the propriety and acceptability of that request.\u201d). 4\n\n For all the reasons set forth herein, and in the opening papers filed with the Court on\n\nDecember 12, 2025, Plaintiffs and their counsel respectfully request that the Court approve the\n\nSettlement, the Plan of Allocation, and the request for attorneys\u2019 fees and reimbursement of\n\nLitigation Expenses.\n\nII. ARGUMENT\n\n A. The Positive Reaction Of The Settlement Class Supports Approval Of The\n Settlement And Plan Of Allocation\n\n \u201cIt is well settled that the reaction of the class to the settlement is perhaps the most\n\nsignificant factor to be weighed in considering its adequacy.\u201d In re Bear Stearns Cos., Inc. Sec.,\n\nDeriv., and ERISA Litig., 909 F. Supp. 2d 259, 266 (S.D.N.Y. 2012); Wal-Mart Stores, Inc. v. Visa\n\nU.S.A., Inc., 396 F.3d 96, 119 (2d Cir. 2005) (\u201cthe favorable reaction of the overwhelming majority\n\nof class members to the Settlement is perhaps the most significant factor in our Grinnell inquiry.\u201d),\n\nsuperseded on other grounds by Moses v. N.Y. Times Co., 79 F.4th 235, 243 (2d Cir. 2023). \u201cIf\n\nonly a small number of objections are received, that fact can be viewed as indicative of the\n\nadequacy of the settlement.\u201d Wal-Mart, 396 F.3d at 118.\n\n Here, the lack of objections, and single request for exclusion, indicates a favorable response\n\nfrom the Settlement Class, providing strong evidence of the Settlement\u2019s fairness. See, e.g., In re\n\nLuxottica Grp. S.p.A. Sec. Litig., 233 F.R.D. 306, 311 (E.D.N.Y. 2006) (\u201cLack of objection is\n\nstrong evidence of the settlement\u2019s fairness.\u201d); In re Global Crossing Sec. and ERISA Litig., 225\n\n\n4\n Unless otherwise indicated, all internal quotations and citations are omitted.\n 3\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 8 of 13\n\n\n\n\nF.R.D. 436, 458 (S.D.N.Y. 2004) (\u201cThe virtual absence of objections and opt-outs, in light of the\n\nlarge size of the plaintiff classes, and the scope and complexity of the settlement, constitutes a\n\nringing endorsement of the settlement by class members.\u201d); Guevoura Fund Ltd. v. Sillerman,\n\n2019 WL 6889901, at *7 (S.D.N.Y. Dec. 18, 2019) (\u201cThe absence of negative feedback from Class\n\nMembers evidences an overall favorable response of the Class Members to the Settlement. Thus,\n\nthis factor strongly supports approval of the Settlement.\u201d); In re Merrill Lynch & Co., Inc. Rsch.\n\nReports Sec. Litig., 2007 WL 313474, at *10 (S.D.N.Y. Feb. 1, 2007) (\u201cminimal number of\n\nobjections and requests for exclusion militates in favor of approving the settlement as be[ing] fair,\n\nadequate, and reasonable\u201d).\n\n The significant number of claim submissions by potential Settlement Class Members also\n\nindicates a positive reaction to the Settlement. While the claims filing deadline (January 30, 2026)\n\nis still weeks away\u2014and, in the experience of Lead Counsel and the Claims Administrator, a\n\nsignificant number of claims typically are filed at or near the deadline\u2014approximately 2,055\n\nclaims have already been submitted by potential Settlement Class Members seeking to participate\n\nin the Settlement. 5 See Suppl. Mailing Decl., \u00b614.\n\n The fact that no institutional investors objected or requested exclusion from the Settlement\n\nClass further underscores the reasonableness of the Settlement. 6 See Signet Jewelers, 2020 WL\n\n4196468, at *6 (\u201cthe absence of objections by these sophisticated [institutional investor] class\n\nmembers is further evidence of the fairness of the Settlement.\u201d); In re Citigroup Inc. Bond Litig.,\n\n296 F.R.D. 147, 156 (S.D.N.Y. 2013) (that \u201cnot one of the objections or requests for exclusion\n\n\n5\n Of the roughly 2,055 Claims it has received, Epiq has preliminarily determined that 714 are valid\nClaims, 1,300 are invalid, and 39 are acceptable in part. See Suppl. Mailing Decl., \u00b614.\n6\n According to Plaintiffs\u2019 consulting damages expert, over 365 institutions are known to have\ncollectively held between 79.6 million and 96.8 million Spirit Aerosystems shares, or between\n76% and 92% of the shares outstanding, for quarters ended during the Settlement Class Period.\n\n 4\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 9 of 13\n\n\n\n\nwas submitted by an institutional investor\u201d supported the settlement); see also Hill v. State St.\n\nCorp., 2015 WL 127728, at *8 (D. Mass. Jan. 8, 2015) (\u201cThe fact that no institutional investors\n\nhave objected or requested exclusion also supports approval of the Settlement.\u201d).\n\n In addition, there has not been a single objection to the Plan of Allocation. See Suppl.\n\nMailing Decl., \u00b612. This reaction supports approval of the Plan of Allocation. See Sillerman,\n\n2019 WL 6889901, at *11 (conclusion that the proposed plan of allocation was fair and reasonable\n\nwas supported by fact that \u201cno objections have been received to the Plan of Allocation\u201d); In re\n\nVeeco Instruments Inc. Sec. Litig., 2007 WL 4115809, at *14 (S.D.N.Y. Nov. 7, 2007) (\u201cnot one\n\nclass member has objected to the Plan of Allocation which was fully explained in the Notice of\n\nSettlement sent to all Class Members. This favorable reaction of the Class supports approval of\n\nthe Plan of Allocation.\u201d).\n\n B. The Settlement Class\u2019s Reaction Supports Approval Of The Attorneys\u2019 Fee\n Motion\n\n \u201cFinally, numerous courts have noted that the lack of objection from members of the class\n\nis one of the most important factors in determining the reasonableness of a requested fee.\u201d In re\n\nFlag Telecom Holdings, Ltd. Sec. Litig., 2010 WL 4537550, at *29 (S.D.N.Y. Nov. 8, 2010).\n\nThus, the absence of any objections to Lead Counsel\u2019s application for an award of attorneys\u2019 fees\n\nand reimbursement of Litigation Expenses, including Plaintiffs\u2019 request for PSLRA awards in the\n\naggregate amount of $10,000 ($5,000 to Lead Plaintiff and $2,500 to each of the additional named\n\nPlaintiffs) to compensate them for the time and effort they expended on behalf of the Settlement\n\nClass, supports a finding that the fee and expense request is fair and reasonable. See, e.g., In re\n\nVeeco Instruments Inc. Sec. Litig., 2007 WL 4115808, at *10 (S.D.N.Y. Nov. 7, 2007) (the\n\nreaction of class members to a fee and expense request \u201cis entitled to great weight by the Court\u201d\n\nand the absence of any objection \u201csuggests that the fee request is fair and reasonable\u201d); Maley v.\n\n\n 5\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 10 of 13\n\n\n\n\nDel Glob. Techs. Corp., 186 F. Supp. 2d 358, 374 (S.D.N.Y. 2002) (Not one person, company, or\n\ninstitution has filed an objection to the fee request or the expense reimbursement sought. As was\n\ntrue with the underlying settlement, this overwhelmingly positive response by the Class attests to\n\nthe approval of the Class with respect to the Settlement and the fee and expense application.\u201d);\n\nSillerman, 2019 WL 6889901, at *22 (\u201cThe lack of objections, in this day and age, is not only\n\nremarkable, but militates in favor of approval of the Fees as requested.\u201d). 7\n\n * * *\n In sum, the complete absence of objections\u2014together with lone opt-out\u2014strongly\n\nmilitates in favor of a finding that the Settlement is fair, reasonable, and adequate, that the proposed\n\nPlan of Allocation is fair and equitable, and that Lead Counsel\u2019s fee and expense application should\n\nbe granted.\n\nIII. CONCLUSION\n\n For the reasons set forth herein and in the previously-filed Final Approval Memorandum\n\n(ECF No. 69), the Fee and Expense Memorandum (ECF No. 71), and the Joint Declaration (ECF\n\nNo. 72), Plaintiffs and Lead Counsel respectfully request that the Court: (i) approve the Settlement\n\nand Plan of Allocation as fair, reasonable, adequate, and in the best interest of the Settlement Class;\n\n(ii) award attorneys\u2019 fees to Lead Counsel in the amount of 25% the Settlement Fund net of\n\nLitigation Expenses (or $7,260,914.63, plus interest at the same rate as the Settlement Fund), plus\n\n\n\n7\n See also Flag Telecom, 2010 WL 4537550, at *27 (granting requests for PSLRA awards of\n$100,000 to one lead plaintiff, and $5,000 to the other, where \u201c[n]o objections to these requests\nhave been filed.\u201d); In re Dun & Bradstreet Credit Servs. Customer Litig., 130 F.R.D. 366, 374\n(S.D. Ohio 1990) (granting awards to two class representatives of $55,000 each and to three class\nrepresentatives of $35,000 each where there were no objections and noting \u201ca differentiation\namong class representatives based upon the role each played may be proper in given\ncircumstances.\u201d); In re XL Fleet Corp. Sec. Litig., 2024 WL 1884483, at *2 (S.D.N.Y. April 30,\n2024) (granting PSLRA awards of $25,000 to Lead Plaintiff and $15,000 to each of the other four\nnamed plaintiffs).\n 6\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 11 of 13\n\n\n\n\nexpenses in the amount of $146,341.45; and (iii) award $5,000 to Lead Plaintiff (Hang Li) and\n\n$2,500 to each of the two additional named plaintiffs (Mike Drumright and Marco Amiotti) as\n\nreimbursement for time spent representing the Settlement Class. 8\n\n\n\nDated: January 9, 2026 GLANCY PRONGAY & MURRAY LLP\n\n By: /s/ Garth Spencer\n Robert V. Prongay\n Joseph D. Cohen (pro hac vice)\n Garth Spencer (GS-7623)\n 1925 Century Park East, Suite 2100\n Los Angeles, CA 90067\n Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n rprongay@glancylaw.com\n jcohen@glancylaw.com\n gspencer@glancylaw.com\n\n Gregory B. Linkh (GL-0477)\n 230 Park Ave., Suite 358\n New York, NY 10169\n Telephone: (212) 682-5340\n Facsimile: (212) 884-0988\n glinkh@glancylaw.com\n\n HOLZER & HOLZER, LLC\n Corey D. Holzer (pro hac vice)\n 211 Perimeter Center Parkway, Suite 1010\n Atlanta, Georgia 30346\n Telephone: (770) 392-0090\n Facsimile: (770) 392-0029\n cholzer@holzerlaw.com\n\n Lead Counsel for Plaintiffs and the Settlement Class\n\n\n\n8\n The Settlement is conditioned on the entry of the [Proposed] Judgment Approving Class Action\nSettlement. See Stipulation, \u00b6\u00b630-31(e); Ex. B. The [Proposed] Judgment Approving Class Action\nSettlement, along with [Proposed] Order Approving the Plan of Allocation and the [Proposed]\nOrder Awarding Attorneys\u2019 Fees and Reimbursement of Litigation Expenses, are submitted\nconcurrently herewith.\n\n 7\n\fCase 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 12 of 13\n\n\n\n\n BLOCK & LEVITON LLP\n Jeffrey C. Block (JCB-0387)\n Jacob Walker (pro hac vice)\n 260 Franklin Street, Suite 1860\n Boston, MA 02110\n (617) 398-5600 phone\n (617) 507-6020 fax\n jeff@blockleviton.com\n jake@blockleviton.com\n\n Additional Counsel for Plaintiffs\n\n\n\n\n 8\n\f Case 1:23-cv-03722-PAE Document 73 Filed 01/09/26 Page 13 of 13\n\n\n\n\n CERTIFICATE OF SERVICE\n\n I hereby certify that on January 9, 2026, a true and correct copy of the foregoing document\n\nwas served by CM/ECF to the parties registered to the Court\u2019s CM/ECF system.\n\n\n By: /s/ Garth Spencer\n Garth Spencer\n\f","ocr_status":1,"date_upload":"2026-06-22T17:06:20.630590-07:00","document_number":"73","attachment_number":null,"pacer_doc_id":"127038860786","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Reply Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2026-01-09T15:07:19.420626-08:00","date_modified":"2026-06-30T06:43:48.390225-07:00","date_filed":"2026-01-09","time_filed":"17:57:53","entry_number":73,"recap_sequence_number":"2026-01-09.001","pacer_sequence_number":255,"description":"REPLY MEMORANDUM OF LAW in Support re: 70 MOTION for Attorney Fees and Reimbursement of Litigation Expenses., 68 MOTION for Settlement Unopposed Motion for Final Approval of Class Action Settlement and Plan of Allocation. . Document filed by Marco Amiotti, Mike Drumright, Hang Li. (Attachments: # 1 Exhibit 1 - Supplemental Declaration of Nicholas Schmidt, # 2 Proposed Order [Proposed] Plan of Allocation Order, # 3 Proposed Order [Proposed] Fee Order, # 4 Proposed Order [Proposed] Judgement).(Spencer, Garth) (Entered: 01/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447114261/","id":447114261,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/461856198/","id":461856198,"tags":[],"absolute_url":"/docket/67319295/70/li-v-spirit-aerosystems-holdings-inc/","date_created":"2025-12-12T19:11:42.450557-08:00","date_modified":"2026-06-30T06:43:48.199821-07:00","sha1":"4a8a8c42ab559a72a23536a62801ed5d5f0b98d8","page_count":4,"file_size":164398,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.70.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.70.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 70 Filed 12/12/25 Page 1 of 4\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n\n\n NOTICE OF MOTION AND MOTION FOR AN AWARD OF\n ATTORNEYS\u2019 FEES AND REIMBURSEMENT OF LITIGATION EXPENSES\n\f Case 1:23-cv-03722-PAE Document 70 Filed 12/12/25 Page 2 of 4\n\n\n\n\n TO THE CLERK OF THE COURT AND ALL PARTIES AND THEIR\n\nATTORNEYS OF RECORD HEREIN:\n\n PLEASE TAKE NOTICE that, pursuant to the Court\u2019s Order Preliminarily Approving\n\nSettlement and Providing for Notice (ECF No. 67), on January 16, 2026, at 10:00 a.m., before the\n\nHonorable Paul A. Engelmayer in Courtroom 1305 at the Thurgood Marshall United States\n\nCourthouse, 40 Foley Square, New York, NY 10007, lead counsel Glancy Prongay & Murray LLP\n\nand Holzer & Holzer, LLC (collectively, \u201cLead Counsel\u201d) will and hereby do move the Court for\n\nentry of an Order awarding attorneys\u2019 fees in the amount of 25% the Settlement Fund net of\n\nLitigation Expenses (or $7,260,914.63, plus interest at the same rate as the Settlement Fund) and\n\nreimbursement of Litigation Expenses in the total amount of $156,341.45 (comprised of\n\n$146,341.45 in out-of-pocket costs incurred by Plaintiffs\u2019 Counsel, and an aggregate of $10,000\n\nto Court-appointed Lead Plaintiff Hang Li ($5,000), and additional named plaintiffs Hang Li\n\n(\u201cLead Plaintiff\u201d) and named plaintiffs Mike Drumright and Marco Amiotti ($2,500 each), as\n\nauthorized by the Private Securities Litigation Reform Act of 1995, 15 U.S.C. \u00a7 78u-4(a)(4)). 1\n\n This motion is based on this Notice of Motion; the Memorandum of Law in support thereof;\n\nthe Joint Declaration of Garth Spencer and Corey D. Holzer in Support of: (I) Lead Plaintiffs\u2019\n\nMotion for Final Approval of Class Action Settlement and Plan of Allocation; and (II) Lead\n\nCounsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses;\n\nall exhibits thereto; all pleadings and papers filed herein; arguments of counsel; and any other\n\nmatters properly before the Court. Defendants take no position on this motion. 2\n\n\n\n1\n Capitalized terms that are not otherwise defined herein have the same meanings given to them in\nthe Stipulation and Agreement of Settlement, dated August 4, 2025. See ECF No. 64-1.\n2\n A proposed Order granting the requested relief will be submitted with Lead Counsel\u2019s reply\npapers after the deadline for objecting to the motion has passed.\n\n 1\n\f Case 1:23-cv-03722-PAE Document 70 Filed 12/12/25 Page 3 of 4\n\n\n\n\nDated: December 12, 2025 GLANCY PRONGAY & MURRAY LLP\n\n By: /s/ Garth Spencer\n Robert V. Prongay\n Joseph D. Cohen (pro hac vice)\n Garth Spencer (GS-7623)\n 1925 Century Park East, Suite 2100\n Los Angeles, CA 90067\n Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n rprongay@glancylaw.com\n jcohen@glancylaw.com\n gspencer@glancylaw.com\n\n Gregory B. Linkh (GL-0477)\n 230 Park Ave., Suite 358\n New York, NY 10169\n Telephone: (212) 682-5340\n Facsimile: (212) 884-0988\n glinkh@glancylaw.com\n\n HOLZER & HOLZER, LLC\n Corey D. Holzer (pro hac vice)\n 211 Perimeter Center Parkway, Suite 1010\n Atlanta, Georgia 30346\n Telephone: (770) 392-0090\n Facsimile: (770) 392-0029\n cholzer@holzerlaw.com\n\n Lead Counsel for Plaintiffs and the Settlement Class\n\n BLOCK & LEVITON LLP\n Jeffrey C. Block (JCB-0387)\n Jacob Walker (pro hac vice)\n 260 Franklin Street, Suite 1860\n Boston, MA 02110\n (617) 398-5600 phone\n (617) 507-6020 fax\n jeff@blockleviton.com\n jake@blockleviton.com\n\n Additional Counsel for Plaintiffs\n\n\n\n\n 2\n\f Case 1:23-cv-03722-PAE Document 70 Filed 12/12/25 Page 4 of 4\n\n\n\n\n CERTIFICATE OF SERVICE\n\n\n I hereby certify that the foregoing document was electronically filed with the Clerk of\n\nCourt via the CM/ECF system, which will send Notice of such filing to all counsel of record.\n\n\nDated: December 12, 2025 /s/ Garth Spencer\n Garth Spencer\n\f","ocr_status":2,"date_upload":"2026-06-22T17:06:38.350030-07:00","document_number":"70","attachment_number":null,"pacer_doc_id":"127038727128","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Attorney Fees","acms_document_guid":""}],"date_created":"2025-12-12T19:11:42.306933-08:00","date_modified":"2026-06-30T06:43:48.168591-07:00","date_filed":"2025-12-12","time_filed":"20:06:42","entry_number":70,"recap_sequence_number":"2025-12-12.003","pacer_sequence_number":246,"description":"MOTION for Attorney Fees and Reimbursement of Litigation Expenses. Document filed by Marco Amiotti, Mike Drumright, Hang Li..(Spencer, Garth) (Entered: 12/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447114258/","id":447114258,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/461856195/","id":461856195,"tags":[],"absolute_url":"/docket/67319295/71/li-v-spirit-aerosystems-holdings-inc/","date_created":"2025-12-12T19:11:39.450622-08:00","date_modified":"2026-06-30T06:43:48.271381-07:00","sha1":"d5d62899d763601199b48e022318a0a40e0a353c","page_count":34,"file_size":424395,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.71.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.71.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 1 of 34\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n\n MEMORANDUM OF LAW IN SUPPORT OF LEAD COUNSEL\u2019S\n MOTION FOR AN AWARD OF ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 2 of 34\n\n\n\n\n TABLE OF CONTENTS\n\n\nI. INTRODUCTION ................................................................................................................... 1\n\nII. ARGUMENT........................................................................................................................... 3\n\n A. The Common Fund Doctrine Applies To The Settlement ...................................... 3\n\n B. The Court Should Award A Reasonable Percentage Of The Common Fund......... 4\n\n C. The Requested Attorneys\u2019 Fees Are Reasonable .................................................... 6\n\n 1. The Requested Attorneys\u2019 Fees Are Reasonable Under The\n Percentage-Of-The-Fund Method ............................................................... 6\n\n 2. The Lodestar Cross-Check Strongly Supports The Reasonableness\n Of The Requested Fee ................................................................................. 8\n\n D. Factors Considered By Courts In The Second Circuit Confirm The\n Requested Fee Is Reasonable ................................................................................ 11\n\n 1. Time And Labor Expended Support The Requested Fee ......................... 11\n\n 2. The Risks Of Litigation Support The Requested Fee ............................... 13\n\n 3. The Magnitude And Complexity Of The Action Support The\n Requested Fee ........................................................................................... 18\n\n 4. The Quality Of Representation Supports The Requested Fee .................. 19\n\n 5. The Requested Fee In Relation To The Settlement Amount .................... 22\n\n 6. Public Policy Considerations Support The Requested Fee ....................... 23\n\n E. Plaintiffs\u2019 Counsel\u2019s Expenses Are Reasonable And Were Necessary To\n Achieve The Settlement ........................................................................................ 24\n\n F. Plaintiffs Should Be Awarded Their Reasonable Costs And Expenses Under\n 15 U.S.C. \u00a7 78u-4(a)(4) ........................................................................................ 24\n\nIII. CONCLUSION ..................................................................................................................... 25\n\n\n\n\n i\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 3 of 34\n\n\n\n\n TABLE OF AUTHORITIES\n\nCASES\n\nAlaska Elec. Pension Fund v. Flowserve Corp.,\n 572 F.3d 221 (5th Cir. 2009) ...................................................................................................... 1\n\nBell v. Pension Comm. of ATH Holding Co., LLC,\n 2019 WL 4193376 (S.D. Ind. Sept. 4, 2019) .............................................................................. 3\n\nBellifemine v. Sanofi-Aventis U.S. LLC,\n 2010 WL 3119374 (S.D.N.Y. Aug. 6, 2010) .............................................................................. 6\n\nBoard of Trustees of AFTRA Ret. Fund v. JPMorgan Chase Bank, N.A.,\n 2012 WL 2064907 (S.D.N.Y. June 7, 2012) .............................................................................. 7\n\nBoeing Co. v. Van Gemert,\n 444 U.S. 472 (1980) .................................................................................................................... 3\n\nBurns v. FalconStor Software, Inc.,\n 2014 WL 12917621 (E.D.N.Y. Apr. 10, 2014) ........................................................................ 10\n\nCity of Austin Police Ret. Sys. v. Kinross Gold Corp.,\n 2015 WL 13639234 (S.D.N.Y. Oct. 19, 2015) ........................................................................... 7\n\nCity of Birmingham Ret. & Relief Sys. v. Credit Suisse Grp. AG,\n 2020 WL 7413926 (S.D.N.Y. Dec. 17, 2020) .................................................................... 14, 23\n\nCity of Detroit v. Grinnell Corp.,\n 495 F.2d 448 (2d Cir. 1974)...................................................................................................... 14\n\nCity of Providence v. Aeropostale, Inc.,\n 2014 WL 1883494 (S.D.N.Y. May 9, 2014) ...................................................................... 19, 23\n\nDavis v. J.P. Morgan Chase & Co.,\n 827 F. Supp. 2d 172 (W.D.N.Y. 2011) ................................................................................. 5, 10\n\nDavis v. Yelp, Inc.,\n 2023 WL 3063823 (N.D. Cal. Jan. 27, 2023) ............................................................................. 9\n\nGoldberger v. Integrated Res., Inc.,\n 209 F.3d 43 (2d Cir. 2000)................................................................................................. passim\n\nGreat Neck Capital Appreciation Inv. P\u2019ship, L.P. v. PricewaterhouseCoopers, L.L.P.,\n 212 F.R.D. 400 (E.D. Wis. 2002) ............................................................................................. 14\n\n\n\n\n ii\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 4 of 34\n\n\n\n\nGross v. GFI Group, Inc.,\n 784 Fed. App\u2019x 27 (2d Cir. 2019)............................................................................................. 15\n\nGuevoura Fund Ltd. v. Sillerman,\n 2019 WL 6889901 (S.D.N.Y. Dec. 18, 2019) .................................................................... 10, 25\n\nHicks v. Morgan Stanley,& Co.,\n 2005 WL 2757792 (S.D.N.Y. Oct. 24, 2005) ............................................................................. 4\n\nIn re Adelphia Commc\u2019ns Corp. Sec. & Deriv. Litig.,\n 2006 WL 3378705 (S.D.N.Y. Nov. 16, 2006) .......................................................................... 22\n\nIn re AOL Time Warner, Inc. Sec. & \u201cERISA\u201d Litig.,\n 2006 WL 903236 (S.D.N.Y. Apr. 6, 2006)............................................................................... 18\n\nIn re Bisys Sec. Litig.,\n 2007 WL 2049726 (S.D.N.Y July 16, 2007) ............................................................................ 10\n\nIn re Bristol-Myers Squibb Sec. Litig.,\n 361 F. Supp. 2d 229 (S.D.N.Y. 2005)......................................................................................... 6\n\nIn re Colgate-Palmolive Co. ERISA Litig.,\n 36 F. Supp. 3d 344 (S.D.N.Y. 2014)......................................................................................... 10\n\nIn re Comverse Tech., Inc. Sec. Litig.,\n 2010 WL 2653354 (E.D.N.Y. June 24, 2010) ................................................................ 9, 14, 23\n\nIn re Dairy Farmers of Am., Inc. Cheese Antitrust Litig.,\n 80 F. Supp. 3d 838 (N.D. Ill. 2015) .................................................................................... 13, 16\n\nIn re Deutsche Telekom AG Sec. Litig.,\n 2005 WL 7984326 (S.D.N.Y. June 14, 2005) .......................................................................... 10\n\nIn re EVCI Career Colls. Holding Corp. Sec. Litig.,\n 2007 WL 2230177 (S.D.N.Y. July 27, 2007) ............................................................................. 5\n\nIn re Facebook, Inc. IPO Sec. & Deriv. Litig.,\n 2015 WL 6971424 (S.D.N.Y. Nov. 9, 2015) ........................................................................ 7, 13\n\nIn re Facebook, Inc. IPO Sec. & Derivative Litig.,\n 343 F. Supp. 3d 394 (S.D.N.Y. 2018)................................................................................... 7, 20\n\nIn re Flag Telecom Holdings, Ltd. Sec. Litig.,\n 574 F.3d 29 (2d Cir. 2009)........................................................................................................ 20\n\n\n\n\n iii\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 5 of 34\n\n\n\n\nIn re Flag Telecom Holdings, Ltd. Sec. Litig.,\n 2010 WL 4537550 (S.D.N.Y. Nov. 8, 2010) .......................................................... 14, 15, 23, 24\n\nIn re Giant Interactive Grp., Inc. Sec. Litig.,\n 279 F.R.D. 151 (S.D.N.Y. 2011) ........................................................................................ 15, 16\n\nIn re Gilat Satellite Networks, Ltd.,\n 2007 WL 2743675 (E.D.N.Y. Sept. 18, 2007) ......................................................................... 18\n\nIn re Global Crossing Sec. & ERISA Litig.,\n 225 F.R.D. 436 (S.D.N.Y. 2004) .................................................................................... 9, 14, 24\n\nIn re Health Insurance Innovations Sec. Litig.,\n 2021 WL 1341881 (M.D. Fla. Mar. 23, 2021) ......................................................................... 25\n\nIn re Hi-Crush Partners L.P. Sec. Litig.,\n 2014 WL 7323417 (S.D.N.Y. Dec. 19, 2014) ............................................................................ 9\n\nIn re Ikon Office Solutions, Inc. Sec. Litig.,\n 194 F.R.D. 166 (E.D. Pa. 2000) ................................................................................................ 18\n\nIn re ImmunityBio, Inc. Sec. Litig.,\n 2025 WL 1686263 (S.D. Cal. June 16, 2025)........................................................................... 21\n\nIn re Indep. Energy Holdings PLC Sec. Litig.,\n 302 F. Supp. 2d 180 (S.D.N.Y. 2003)....................................................................................... 24\n\nIn re Interpublic Sec. Litig.,\n 2004 WL 2397190 (S.D.N.Y. Oct. 26, 2004) ........................................................................... 10\n\nIn re Lloyd\u2019s Am. Trust Fund Litig.,\n 2002 WL 31663577 (S.D.N.Y. Nov. 26, 2002) .......................................................................... 6\n\nIn re Lyft Inc. Sec. Litig.,\n 2023 WL 5068504 (N.D. Cal. Aug. 7, 2023) ....................................................................... 9, 22\n\nIn re Marsh & McLennan Cos., Inc. Sec. Litig.,\n 2009 WL 5178546 (S.D.N.Y. 2009) ......................................................................................... 25\n\nIn re Millennial Media, Inc. Sec. Litig.,\n 2015 WL 3443918 (S.D.N.Y. May 29, 2015) .......................................................................... 11\n\nIn re Monster Worldwide, Inc. Sec. Litig.,\n 2008 WL 9019514 (S.D.N.Y. Nov. 25, 2008) ........................................................................ 6, 7\n\n\n\n\n iv\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 6 of 34\n\n\n\n\nIn re Qudian Inc. Sec. Litig.,\n 2021 WL 2328437 (S.D.N.Y. June 8, 2021) ............................................................................ 25\n\nIn re Rite Aid Corp. Sec. Litig.,\n 396 F.3d 294 (3d Cir. 2005)........................................................................................................ 5\n\nIn re Schering-Plough Corp. Enhance Sec. Litig.,\n 2013 WL 5505744 (D.N.J. Oct. 1, 2013).................................................................................. 16\n\nIn re Signet Jewelers Limited Sec. Litig.,\n 2020 WL 4196468 (S.D.N.Y. July 21, 2020) ................................................................. 2, 10, 25\n\nIn re Sumitomo Copper Litig.,\n 74 F. Supp. 2d 393 (S.D.N.Y. 1999)................................................................................... 10, 16\n\nIn re Telik, Inc. Sec. Litig.,\n 576 F. Supp. 2d 570 (S.D.N.Y. 2008)....................................................................................... 11\n\nIn re Tenaris S.A. Sec. Litig.,\n 2024 WL 1719632 (E.D.N.Y. Apr. 22, 2024) ............................................................................ 9\n\nIn re Veeco Instruments Inc. Sec. Litig.,\n 2007 WL 4115808 (S.D.N.Y. Nov. 7, 2007) ............................................................ 4, 19, 22, 25\n\nIn re WorldCom, Inc. Sec. Litig.,\n 388 F. Supp. 2d 319 (S.D.N.Y. 2005)......................................................................................... 5\n\nIn re Xcel Energy, Inc., Sec., Deriv. & \u201cERISA\u201d Litig.,\n 364 F. Supp. 2d 980 (D. Minn. 2005) ................................................................................... 2, 18\n\nJohnson v. Brennan,\n 2011 WL 4357376 (S.D.N.Y. Sept. 16, 2011)............................................................................ 6\n\nLa. Mun. Police Emps. Ret. Sys. v. Sealed Air Corp.,\n 2009 WL 4730185 (D.N.J. Dec. 4, 2009) ................................................................................. 18\n\nLea v. Tal Educ. Grp.,\n 2021 WL 5578665 (S.D.N.Y. Nov. 30, 2021) ................................................................ 7, 18, 25\n\nLeach v. NBC Universal Media, LLC,\n 2017 WL 10435878 (S.D.N.Y. Aug. 24, 2017) .......................................................................... 7\n\nLeBlanc-Sternberg v. Fletcher,\n 143 F.3d 748 (2d Cir. 1998)........................................................................................................ 9\n\n\n\n\n v\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 7 of 34\n\n\n\n\nMaley v. Del Global Techs. Corp.,\n 186 F. Supp. 2d 358 (S.D.N.Y. 2002)........................................................................... 4, 6, 9, 16\n\nMills v. Elec. Auto-Lite Co.,\n 396 U.S. 375 (1970) .................................................................................................................... 4\n\nMissouri v. Jenkins,\n 491 U.S. 274 (1989) .................................................................................................................... 9\n\nMoloney v. Shelly\u2019s Prime Steak, Stone Crab & Oyster Bar,\n 2009 WL 5851465 (S.D.N.Y. Mar. 31, 2009) ............................................................................ 7\n\nMonzon v. 103W77 Partners, LLC,\n 2015 WL 993038 (S.D.N.Y. Mar. 5, 2015) ................................................................................ 5\n\nSavoie v. Merchants Bank,\n 166 F.3d 456 (2d Cir. 1999)........................................................................................................ 9\n\nSchwartz v. TXU Corp.,\n 2005 WL 3148350 (N.D. Tex. Nov. 8, 2005) ........................................................................... 16\n\nShapiro v. JPMorgan Chase & Co.,\n 2014 WL 1224666 (S.D.N.Y. Mar. 24, 2014) .......................................................................... 13\n\nSilverman v. Motorola Sols., Inc.,\n 739 F.3d 956 (7th Cir. 2013) ...................................................................................................... 2\n\nTaft v. Ackermans,\n 2007 WL 414493 (S.D.N.Y. Jan. 31, 2007) ............................................................................. 19\n\nTeachers\u2019 Ret. Sys. of La. v. A.C.L.N., Ltd.,\n 2004 WL 1087261 (S.D.N.Y. May 14, 2004) .......................................................................... 14\n\nTellabs, Inc. v. Makor Issues & Rights, Ltd.,\n 551 U.S. 308 (2007) .................................................................................................................. 23\n\nVarljen v. H.J. Meyers & Co., Inc.,\n 2000 WL 1683656 n.2 (S.D.N.Y. Nov. 8, 2000) ...................................................................... 25\n\nWal-Mart Stores, Inc. v. Visa U.S.A., Inc.,\n 396 F.3d 96 (2d Cir. 2005)...................................................................................................... 5, 9\n\nWilson v. LSB Industries, Inc.,\n 2019 WL 3542844 (S.D.N.Y. June 28, 2019) .......................................................................... 21\n\n\n\n\n vi\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 8 of 34\n\n\n\n\nZeltser v. Merrill Lynch & Co., Inc.,\n 2014 WL 4816134 (S.D.N.Y. Sept. 23, 2014)............................................................................ 7\n\nSTATUTES\n\n5 U.S.C. \u00a7552 ................................................................................................................................ 12\n\n15 U.S.C. \u00a7 78u-4 ........................................................................................................................... 1\n\n15 U.S.C. \u00a7 78u-4(a)(4) ........................................................................................................... 1, 24\n\n15 U.S.C. \u00a7 78u-4(a)(6) .................................................................................................................. 5\n\n\n\n\n vii\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 9 of 34\n\n\n\n\n Court-appointed lead counsel Glancy Prongay & Murray LLP (\u201cGPM\u201d) and Holzer &\n\nHolzer LLC (\u201cHolzer,\u201d and with GPM, \u201cLead Counsel\u201d), on behalf of all Plaintiffs\u2019 Counsel,1\n\nrespectfully submit this memorandum of law in support of their request for attorneys\u2019 fees of 25%\n\nthe Settlement Fund net of Litigation Expenses (or $7,260,914.63, plus interest at the same rate as\n\nthe Settlement Fund). 2 Lead Counsel also seek reimbursement of $146,341.45 in out-of-pocket\n\nexpenses advanced by counsel, as well as $10,000 in total to the three Plaintiffs, as authorized by\n\nthe Private Securities Litigation Reform Act of 1995 (the \u201cPSLRA\u201d), 15 U.S.C. \u00a7 78u-4(a)(4).\n\nI. INTRODUCTION\n\n The proposed Settlement provides for a non-reversionary cash payment of $29,200,000 in\n\nexchange for the resolution of the Action. This is a very good result for the Settlement Class,\n\nparticularly considering the significant risks Plaintiffs faced in this complex securities fraud case.\n\n From the outset, Lead Counsel faced numerous challenges to establishing liability and\n\ndamages. The risk of losing was very real, and it was greatly enhanced by opposition from highly\n\nskilled defense counsel, under the heightened pleading standard and automatic stay of discovery\n\nimposed by the PSLRA. See 15 U.S.C. \u00a7 78u-4; see also Alaska Elec. Pension Fund v. Flowserve\n\n\n\n1\n Unless otherwise noted, capitalized terms have the meanings set forth in the Stipulation and\nAgreement of Settlement dated August 4, 2025 (ECF No. 64-1), or in the concurrently filed Joint\nDeclaration of Garth Spencer and Corey D. Holzer (\u201cJoint Declaration\u201d or \u201cJoint Decl.\u201d).\nCitations to \u201c\u00b6__\u201d or \u201cEx. __\u201d in this memorandum refer to paragraphs in, or exhibits to, the Joint\nDeclaration. The Joint Declaration is an integral part of this submission and, for the sake of\nbrevity, the Court is respectfully referred to it for a discussion of, inter alia, the history of the\nAction; the claims asserted; the mediation and negotiations leading to the Settlement; the risks\ncontinued litigation; the services Plaintiffs\u2019 Counsel provided; and additional information on the\nfactors that support the fee and expense application, including the lodestar cross-check.\n2\n 25% x ($29,200,000 Settlement Amount - $156,341.45 Litigation Expenses) = $7,260,914.63.\nThe Notice informed the Settlement Class that Lead Counsel would apply for an attorneys\u2019 fee\naward of up to 30% of the Settlement Fund, which would have been a requested fee of $8,760,000,\nplus interest. Lead Counsel seeks the lesser amount of $7,260,914.63, plus interest, in recognition\nof the lodestar crosscheck and the stage at which this Action settled.\n\n\n\n 1\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 10 of 34\n\n\n\n\nCorp., 572 F.3d 221, 235 (5th Cir. 2009) (O\u2019Connor, J., by designation) (\u201cTo be successful, a\n\nsecurities class-action plaintiff must thread the eye of a needle made smaller and smaller over the\n\nyears by judicial decree and congressional action.\u201d). 3 Indeed, a motion to dismiss was filed in\n\n96% of the securities class actions in the last ten years, and in cases where the motion was decided,\n\nmore than 80% were granted in whole or in part. See Ex. 1, Excerpts from Edward Flores and\n\nSvetlana Starykh, Recent Trends In Securities Class Action Litigation: 2024 Full-Year Review\n\n(NERA January 22, 2025) (\u201cNERA Report\u201d) at p. 17. Even if Plaintiffs prevailed over Defendants\u2019\n\npending motion to dismiss, substantial risks would remain at class certification, summary\n\njudgment, trial, and on appeal. There was, therefore, a very strong possibility that the case would\n\nyield little or no recovery after many years of costly litigation.4\n\n Despite these risks, Plaintiffs\u2019 Counsel worked 3,694 hours on behalf of the Settlement\n\nClass, all on a fully contingent basis with no guarantee of ever being paid. As compensation for\n\nPlaintiffs\u2019 Counsel\u2019s significant efforts and achievements on behalf of the Settlement Class, Lead\n\nCounsel respectfully requests a fee award in the amount of 25% of the Settlement Fund after\n\ndeducting Litigation Expenses. The requested fee is consistent with attorney fee awards in\n\ncomparable class action settlements, whether considered as a percentage of the Settlement Amount\n\nor in relation to Plaintiffs\u2019 Counsel\u2019s lodestar. In fact, the requested fee represents a multiplier of\n\n2.30 on Plaintiffs\u2019 Counsel\u2019s lodestar, which is well within the range of multipliers typically\n\nawarded in class actions with substantial contingency risks such as this one. See In re Signet\n\n\n3\n Unless otherwise indicated, all emphasis is added, and all internal quotation marks and citations\nare omitted from citations herein.\n4\n See In re Xcel Energy, Inc., Sec., Deriv. & \u201cERISA\u201d Litig., 364 F. Supp. 2d 980, 994 (D. Minn.\n2005) (\u201cPrecedent is replete with situations in which attorneys representing a class have devoted\nsubstantial resources in terms of time and advanced costs yet have lost the case despite their\nadvocacy.\u201d); Silverman v. Motorola Sols., Inc., 739 F.3d 956, 958 (7th Cir. 2013) (observing that\n\u201cDefendants prevail outright in many securities suits.\u201d).\n\n\n\n 2\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 11 of 34\n\n\n\n\nJewelers Limited Sec. Litig., 2020 WL 4196468, at *16 (S.D.N.Y. July 21, 2020) (\u201cIn complex\n\nlitigation, lodestar multipliers between 2 and 5 are commonly awarded, and fee awards resulting\n\nin multipliers as high as 6 have also been approved.\u201d).\n\n Lead Counsel also seek reimbursement of $146,341.45 in out-of-pocket litigation\n\nexpenses. These expenses were incurred for customary costs of complex litigation, such as\n\nconsulting damages experts, mediation, a private investigator, and online legal research. The\n\nexpenses are reasonable in amount and were necessary to prosecute the Action.\n\n Finally, Plaintiffs respectfully request PSLRA awards totaling $10,000 ($5,000 to Court-\n\nappointed Lead Plaintiff Hang Li, and $2,500 each to additional named Plaintiffs Mike Drumright\n\nand Marco Amiotti), to compensate them for the time and effort they expended on behalf of the\n\nSettlement Class. Each Plaintiff provided their trading records to Plaintiffs\u2019 Counsel, reviewed\n\ncourt filings, communicated with Plaintiffs\u2019 Counsel about the litigation and settlement, and\n\nauthorized Plaintiffs\u2019 Counsel to settle the case. But for their \u201ccommitment to pursuing these\n\nclaims, the successful recovery for the [Settlement] Class would not have been possible.\u201d Bell v.\n\nPension Comm. of ATH Holding Co., LLC, 2019 WL 4193376, at *6 (S.D. Ind. Sept. 4, 2019).\n\n For the reasons set forth herein and in the Joint Declaration, Lead Counsel respectfully\n\nrequest the Court award fees of 25% of the Settlement Fund net of Litigation Expenses, approve\n\nreimbursement of $146,341.45 in Plaintiffs\u2019 Counsel\u2019s out-of-pocket litigation expenses, and grant\n\nPSLRA awards totaling $10,000 to the three Plaintiffs.\n\nII. ARGUMENT\n\n A. The Common Fund Doctrine Applies To The Settlement\n\n The Supreme Court and the Second Circuit have long recognized that attorneys whose\n\nefforts create a \u201ccommon fund\u201d are entitled to a reasonable attorneys\u2019 fee from that fund. See\n\nBoeing Co. v. Van Gemert, 444 U.S. 472, 478 (1980). \u201cThe rationale for the doctrine is an\n\n\n 3\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 12 of 34\n\n\n\n\nequitable one: it prevents unjust enrichment of those benefitting from a lawsuit without\n\ncontributing to its cost.\u201d Goldberger v. Integrated Res., Inc., 209 F.3d 43, 47 (2d Cir. 2000).\n\nAwarding reasonable attorneys\u2019 fees from a common fund also serves an important policy goal: it\n\nencourages \u201cskilled counsel to represent those who seek redress for damages inflicted on entire\n\nclasses of persons,\u201d and thus discourages \u201cfuture misconduct of a similar nature.\u201d In re Veeco\n\nInstruments Inc. Sec. Litig., 2007 WL 4115808, at *2 (S.D.N.Y. Nov. 7, 2007); see also Hicks v.\n\nMorgan Stanley & Co., 2005 WL 2757792, at *9 (S.D.N.Y. Oct. 24, 2005).\n\n For the common fund doctrine to apply, \u201cthe applicant\u2019s efforts must confer a \u2018substantial\n\nbenefit on the members of an ascertainable class, and where the court\u2019s jurisdiction over the subject\n\nmatter of the suit makes possible an award that will operate to spread costs proportionately among\n\nthem,\u2019 an award of attorneys\u2019 fees must operate to shift the costs of litigation to that group.\u201d Maley\n\nv. Del Global Techs. Corp., 186 F. Supp. 2d 358, 369 (S.D.N.Y. 2002) (quoting Mills v. Elec.\n\nAuto-Lite Co., 396 U.S. 375, 393-94 (1970)). All of these elements are present here. Plaintiffs\u2019\n\nCounsel\u2019s efforts conferred a substantial benefit\u2014$29.2 million in cash\u2014on an ascertainable\n\nclass. In addition, a fee award from the common fund will equitably shift the costs of litigation to\n\nthe group benefitting from the Settlement, i.e., the Settlement Class. Accordingly, the Court\n\nshould award attorneys\u2019 fees from the Settlement Fund. See Maley, 186 F. Supp. 2d at 369.\n\n B. The Court Should Award A Reasonable Percentage Of The Common Fund\n\n To evaluate the fee application, the Court should use the percentage-of-recovery method,\n\nwith a lodestar cross-check. In the Second Circuit, \u201cboth the lodestar and the percentage of the\n\nfund methods are available to district judges in calculating attorneys\u2019 fees.\u201d Goldberger, 209 F.3d\n\nat 50. However, \u201c[t]he trend in the Second Circuit is to use the percentage of the fund method . . .\n\nas it directly aligns the interests of the class and its counsel, mimics the compensation system\n\nactually used by individual clients to compensate their attorneys, provides a powerful incentive for\n\n\n 4\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 13 of 34\n\n\n\n\nthe efficient prosecution and early resolution of litigation, and preserves judicial resources.\u201d\n\nMonzon v. 103W77 Partners, LLC, 2015 WL 993038, at *2 (S.D.N.Y. Mar. 5, 2015); Wal-Mart\n\nStores, Inc. v. Visa U.S.A., Inc., 396 F.3d 96, 121 (2d Cir. 2005) (\u201cThe trend in this Circuit is\n\ntoward the percentage method, which directly aligns the interests of the class and its counsel and\n\nprovides a powerful incentive for the efficient prosecution and early resolution of litigation.\u201d).\n\n The percentage-of-the-fund method is also supported by the PSLRA. See 15 U.S.C. \u00a7 78u-\n\n4(a)(6) (\u201cTotal attorneys\u2019 fees and expenses awarded by the court to counsel for the plaintiff class\n\nshall not exceed a reasonable percentage of the amount of any damages and prejudgment interest\n\nactually paid to the class.\u201d). 5 The lodestar method, by contrast, \u201ccreate[s] an unanticipated\n\ndisincentive to early settlements, tempt[s] lawyers to run up their hours, and compel[s] district\n\ncourts to engage in a gimlet-eyed review of line-item fee audits.\u201d Wal-Mart, 396 F.3d at 121.\n\n The percentage method does not render the lodestar irrelevant. Rather, part of the\n\nreasonableness inquiry is a comparison of the lodestar to the fee awarded pursuant to the\n\npercentage of the fund method \u201c[a]s a \u2018cross-check.\u2019\u201d Id. at 123 (quoting Goldberger, 209 F.3d at\n\n50). \u201c[W]here [the lodestar method is] used as a mere cross-check, the hours documented by\n\ncounsel need not be exhaustively scrutinized by the district court.\u201d Goldberger, 209 F.3d at 50.\n\n\u201cInstead, the reasonableness of the claimed lodestar can be tested by the court\u2019s familiarity with\n\nthe case,\u201d id., or \u201c[t]he district courts . . . may rely on summaries submitted by the attorneys and\n\nneed not review actual billing records.\u201d In re Rite Aid Corp. Sec. Litig., 396 F.3d 294, 306-07 (3d\n\nCir. 2005); Davis v. J.P. Morgan Chase & Co., 827 F. Supp. 2d 172, 184 (W.D.N.Y. 2011);\n\n\n5\n See also In re EVCI Career Colls. Holding Corp. Sec. Litig., 2007 WL 2230177, at *16 (S.D.N.Y.\nJuly 27, 2007) (\u201c[T]he PSLRA implicitly supports the use of the percentage of the fund method.\u201d);\nIn re WorldCom, Inc. Sec. Litig., 388 F. Supp. 2d 319, 355 (S.D.N.Y. 2005) (\u201capply[ing] the\npercentage method\u201d due, at least in part, to \u201cthe PSLRA\u2019s express contemplation that the\npercentage method will be used to calculate attorneys\u2019 fees in securities fraud class actions\u201d).\n\n\n\n 5\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 14 of 34\n\n\n\n\nJohnson v. Brennan, 2011 WL 4357376, at *14-15 (S.D.N.Y. Sept. 16, 2011).\n\n The weight of authority suggests that the Court should use the percentage-of-recovery\n\nmethod, with a lodestar cross-check, in determining a reasonable attorneys\u2019 fee. See In re Bristol-\n\nMyers Squibb Sec. Litig., 361 F. Supp. 2d 229, 233 (S.D.N.Y. 2005) (\u201cTypically, courts utilize the\n\npercentage method and then \u2018cross-check\u2019 the adequacy of the resulting fee by applying the\n\nlodestar method.\u201d); Bellifemine v. Sanofi-Aventis U.S. LLC, 2010 WL 3119374, at *6 (S.D.N.Y.\n\nAug. 6, 2010) (\u201capplying a lodestar \u2018cross-check\u2019\u201d).\n\n C. The Requested Attorneys\u2019 Fees Are Reasonable\n\n 1. The Requested Attorneys\u2019 Fees Are Reasonable Under The Percentage-\n Of-The-Fund Method\n\n Lead Counsel\u2019s 25% fee request is well within the range of percentage fees awarded in\n\ncomparable, complex class actions within this Circuit. See Altimeo Asset Mgmt. v. Qihoo 360\n\nTech. Co. Ltd., No. 19-cv-10067-PAE, ECF No. 242 at 56:8-10 (S.D.N.Y. Aug. 1, 2024)\n\n(settlement hearing transcript, stating that \u201ca 25 percent fee award of [nearly] $7.5 million [from\n\nthe $29.75 million settlement] comfortably aligns . . . with the range of attorneys\u2019 fees awarded in\n\nsecurities fund class actions\u201d) (Ex. 23) (\u201cQihoo Transcript\u201d); id. at 60:19-20 (\u201ca 25 percent fee,\n\nbefore costs, falls squarely within the mainstream of securities class action fees approved in this\n\ndistrict\u201d); Maley, 186 F. Supp. 2d at 370 (finding 33\u2153% fee request \u201cfalls comfortably within the\n\nrange of fees typically awarded in securities class actions\u201d); In re Lloyd\u2019s Am. Trust Fund Litig.,\n\n2002 WL 31663577, at *26 (S.D.N.Y. Nov. 26, 2002) (collecting cases and stating \u201c[i]n this\n\ndistrict alone, there are scores of common fund cases where fees alone (i.e., where expenses are\n\nawarded in addition to the fee percentage) were awarded in the range of 33-1/3% of the settlement\n\nfund.\u201d); In re Monster Worldwide, Inc. Sec. Litig., 2008 WL 9019514, at *1-2 (S.D.N.Y. Nov. 25,\n\n2008) (awarding 25% of $47.5 million settlement); In re Salomon Analyst Metromedia Litig., No.\n\n\n\n\n 6\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 15 of 34\n\n\n\n\n02-cv-7966, ECF No. 93 at 1 (S.D.N.Y. Feb. 27, 2009) (awarding 27% of $35 million settlement)\n\n(Ex. 24); In re Celestica Inc. Sec. Litig., No. 07-cv-00312, ECF No. 267 at 2 (S.D.N.Y. July 28,\n\n2015) (awarding 30% of $30 million settlement) (Ex. 25). 6\n\n In addition, 25% is the median attorneys\u2019 fee awarded in securities class actions with\n\nsettlements of a similar magnitude, which further supports Lead Counsel\u2019s request. See Ex. 1\n\n(NERA Report) at p. 30 (from 1996 to 2024, the median attorneys\u2019 fee award for settlements\n\nbetween $25 million and $100 million was 25%).\n\n A 25% fee award is no less appropriate because the case settled before the Court decided\n\nDefendants\u2019 pending motion to dismiss. \u201cClass Counsel should not be penalized by a reduction\n\nof their fee request, but rather rewarded for the extent and expediency of the recovery for the\n\nSettlement Class[] that they have achieved.\u201d Leach v. NBC Universal Media, LLC, 2017 WL\n\n10435878 at \u00b640 (S.D.N.Y. Aug. 24, 2017). Indeed, recognizing the importance of efficient and\n\neffective advocacy, courts have repeatedly awarded similar fees where a settlement was reached\n\nduring the pendency of a motion to dismiss or shortly after, and where no or limited discovery had\n\nbeen obtained as a result of the PSLRA discovery stay. See Zeltser v. Merrill Lynch & Co., Inc.,\n\n\n\n6\n See also Moloney v. Shelly\u2019s Prime Steak, Stone Crab & Oyster Bar, 2009 WL 5851465, at *5\n(S.D.N.Y. Mar. 31, 2009) (collecting cases and noting that \u201cClass Counsel\u2019s request for 33% of\nthe Settlement Fund is typical in class action settlements in the Second Circuit.\u201d); Lea v. Tal Educ.\nGrp., 2021 WL 5578665, at *11 (S.D.N.Y. Nov. 30, 2021) (awarding 33\u2153% settlement fund and\nstating: \u201c[t]he percentage of the fund request[ed] \u2013 one-third \u2013 is a percent that has been approved\nas reasonable in this Circuit.\u201d); Landmen Partners, Inc. v. The Blackstone Group, L.P. et al., No.\n08-cv-03601, ECF No. 191 at \u00b614 (S.D.N.Y. Dec. 18, 2013) (awarding 33\u2153% of $85 million\nsettlement) (Ex. 27); Board of Trustees of AFTRA Ret. Fund v. JPMorgan Chase Bank, N.A., 2012\nWL 2064907, at *3 (S.D.N.Y. June 7, 2012) (awarding 25% of $37,500,000 settlement); In re\nOSG Sec. Litig., No. 12-cv-07948, ECF No. 261 at 1-2 (S.D.N.Y. Dec. 2, 2015) (awarding 30%\nof $31.6 million settlement) (Ex. 28); City of Austin Police Ret. Sys. v. Kinross Gold Corp., 2015\nWL 13639234 (S.D.N.Y. Oct. 19, 2015) (awarding 30% of $33 million settlement); In re\nFacebook, Inc. IPO Sec. & Derivative Litig., 343 F. Supp. 3d 394 (S.D.N.Y. 2018) (awarding 25%\nof $35 million settlement), aff\u2019d, 674 F. App\u2019x 37 (2d Cir. 2016).\n\n\n\n 7\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 16 of 34\n\n\n\n\n2014 WL 4816134, at *10 (S.D.N.Y. Sept. 23, 2014) (awarding a 33% fee, equating to a 5.1\n\nmultiplier, where settlement was reached after the amended complaint was filed and noting that\n\nplaintiff\u2019s counsel should not be \u201cpenalize[d] . . . for achieving an early settlement, particularly\n\nwhere . . . the settlement amount is substantial.\u201d); Ex. 23, Qihoo Transcript at 57:19-20 (approving\n\n25% fee where \u201cthe case never really reached active discovery, just a bit occurred. It settled after\n\neffectively written demands for discovery had been made\u201d). 7\n\n The requested 25% fee is, therefore, consistent with awards in other complex cases. See\n\nEx. 18 (Table of Select Second Circuit Cases with 25% or Higher Fee Awards); e.g., Cornwell v.\n\nCredit Suisse Grp., No. 08-cv-03758, ECF No. 117 at 4 (S.D.N.Y. July 18, 2011) (finding\n\nreasonable an award of 27.5% of $70 million settlement fund, representing a lodestar multiplier of\n\n4.7, \u201c[g]iven the public policy and judicial economy interests that support the expeditious\n\nsettlement of cases\u201d) (Ex. 26).\n\n 2. The Lodestar Cross-Check Strongly Supports The Reasonableness Of\n The Requested Fee\n\n A lodestar cross-check confirms the requested fee\u2019s reasonableness. See Goldberger, 209\n\nF.3d at 50. The lodestar is calculated by multiplying the number of hours expended by each attorney\n\nor para-professional by their current reasonable and customary hourly rate, and totaling the amounts\n\n\n\n7\n See also In re Am. Express Fin. Advisors Sec. Litig., No. 04-cv-1773, ECF No. 170 at \u00b616\n(S.D.N.Y. July 18, 2007) (awarding 27% of $100 million, representing a 2.8 multiplier, where\nsettlement was reached before resolution of motion to dismiss) (Ex. 29); In re L.G. Philips LCD\nCo. Sec. Litig., No. 07-cv-00909, ECF No. 82 at \u00b63 (S.D.N.Y. Mar. 17, 2011) (awarding 30% of\n$18 million, representing a multiplier of 3.17, where settlement reached while motion to dismiss\nwas pending) (Ex. 30); In re Ubiquiti Networks, Inc. Sec. Litig., No. 18-cv-01620, ECF No. 49 at\n6 (S.D.N.Y. Mar. 27, 2020) (awarding 33.3% of $15 million settlement, representing a multiplier\nof 3.1, where settlement was reached prior to filing a motion to dismiss) (Ex. 31); In re TeleTech\nLitig., No. 08-cv-00913, ECF No. 82 at 1 (S.D.N.Y. June 11, 2010) (awarding 30% of $11 million,\nrepresenting a 3.78 multiplier, where settlement reached before motion to dismiss was filed) (Ex.\n32).\n\n\n\n 8\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 17 of 34\n\n\n\n\nfor all timekeepers. 8 Additionally, \u201c[u]nder the lodestar method of fee computation, a multiplier is\n\ntypically applied to the lodestar.\u201d In re Global Crossing Sec. & ERISA Litig., 225 F.R.D. 436, 468\n\n(S.D.N.Y. 2004). \u201cThe multiplier represents the risk of the litigation, the complexity of the issues,\n\nthe contingent nature of the engagement, the skill of the attorneys, and other factors.\u201d Id. (citing\n\nGoldberger, 209 F.3d at 47); Savoie v. Merchants Bank, 166 F.3d 456, 460 (2d Cir. 1999). Thus,\n\n\u201c[w]here, as here, counsel has litigated a complex case under a contingency fee arrangement, they\n\nare entitled to a fee in excess of the lodestar.\u201d In re Comverse Tech., Inc. Sec. Litig., 2010 WL\n\n2653354, at *5 (E.D.N.Y. June 24, 2010).\n\n Plaintiffs\u2019 Counsel (including attorneys, paralegals, and professional support staff)\n\ncollectively devoted 3,694.40 hours to prosecuting this Action, resulting in a lodestar of\n\n$3,154,231.25. \u00b6129. 9 Based on a 25% fee net of Litigation Expenses (equal to $7,260,914.63\n\nbefore interest), this lodestar yields a multiplier of 2.30. This multiplier is at the lower end of the\n\nrange commonly awarded in securities class actions and other complex litigation. See Wal-Mart,\n\n396 F.3d at 123 (upholding multiplier of 3.5 as reasonable on appeal); Maley, 186 F. Supp. 2d at 369\n\n(awarding fee equal to a 4.65 multiplier, which was \u201cwell within the range awarded by courts in this\n\n\n8\n \u201c[T]he use of current rates to calculate the lodestar figure has been endorsed repeatedly by the\nSupreme Court, the Second Circuit and district courts within the Second Circuit as a means of\naccounting for the delay in payment inherent in class actions and for inflation.\u201d In re Hi-Crush\nPartners L.P. Sec. Litig., 2014 WL 7323417, at *15 (S.D.N.Y. Dec. 19, 2014); Missouri v. Jenkins,\n491 U.S. 274, 283-84 (1989); LeBlanc-Sternberg v. Fletcher, 143 F.3d 748, 764 (2d Cir. 1998)\n(\u201c[C]urrent rates, rather than historical rates, should be applied in order to compensate for the delay\nin payment.\u201d).\n9\n Plaintiffs\u2019 Counsel\u2019s rates range from $900 to $1,290 for partners, and $535 to $900 for non-\npartners (\u00b6131), and \u201care comparable to peer law firms in recent years.\u201d In re Tenaris S.A. Sec.\nLitig., 2024 WL 1719632, at *10 (E.D.N.Y. Apr. 22, 2024) (commenting on GPM\u2019s 2023 rates);\nDavis v. Yelp, Inc., 2023 WL 3063823, at *2 (N.D. Cal. Jan. 27, 2023) (granting 33.3% fee, with\nlodestar cross-check incorporating Holzer\u2019s then-current rates); In re Lyft Inc. Sec. Litig., 2023\nWL 5068504, at *12 (N.D. Cal. Aug. 7, 2023) (finding Block\u2019s then-current hourly rates \u201cin line\nwith prevailing rates in this district for personnel of comparable experience, skill, and reputation\u201d);\nsee also Ex. 22 (chart of rates charged by peer plaintiff and defense counsel in complex litigation).\n\n\n\n 9\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 18 of 34\n\n\n\n\nCircuit and courts throughout the country\u201d); Burns v. FalconStor Software, Inc., 2014 WL\n\n12917621, at *10 (E.D.N.Y. Apr. 10, 2014) (finding 33.3% fee award \u201creasonable\u201d based on cross-\n\ncheck multiplier of 4.75); In re Bisys Sec. Litig., 2007 WL 2049726, at *3 (S.D.N.Y July 16, 2007)\n\n(awarding 30% fee, equating to a 2.99 multiplier and finding that the multiplier \u201cfalls well within\n\nthe parameters set in this district and elsewhere\u201d); Davis, 827 F. Supp. 2d at 185 (awarding fee\n\nrepresenting a multiplier of 5.3, which was \u201cnot atypical\u201d). 10\n\n A multiplier of 2.30 is also in line with that previously awarded by the Court in the Qihoo\n\nsecurities class action, where, like here, the successful result was largely due to the independent\n\ninvestigation and efforts of plaintiffs\u2019 counsel (see infra Sec. II.D.2; \u00b6\u00b6114-24). Ex. 23, Qihoo\n\nTranscript at 59:10-13 (that \u201cplaintiffs\u2019 counsel were authors of their success and did not rely on the\n\nwork of others . . . favors a substantial fee, consistent with a fee equating to more than two times the\n\nlodestar, 2.2 times to be more precise\u201d).\n\n \u201cIn sum, Lead Counsel\u2019s requested fee award is well within the range of what courts in this\n\nCircuit regularly award in class actions such as this one, whether calculated as a percentage of the\n\nfund or in relation to Plaintiff\u2019s Counsel\u2019s lodestar.\u201d Signet, 2020 WL 4196468, at *17 (awarding\n\n25% of $240 million settlement, equating to 1.98 lodestar multiplier, and collecting cases showing\n\nthat \u201c[i]n complex litigation, lodestar multipliers between 2 and 5 are commonly awarded\u201d); see also\n\nGuevoura Fund Ltd. v. Sillerman, 2019 WL 6889901, at *18 (S.D.N.Y. Dec. 18, 2019)\n\n(\u201cmultipliers of between three and four times . . . have been routinely awarded in this Circuit.\u201d);\n\n\n10\n See also In re Interpublic Sec. Litig., 2004 WL 2397190, at *12 (S.D.N.Y. Oct. 26, 2004) (\u201cIn\nrecent years multipliers of between 3 and 4.5 have been common in federal securities cases.\u201d)\n(quoting In re Sumitomo Copper Litig., 74 F. Supp. 2d 393, 399 (S.D.N.Y. 1999)); In re Colgate-\nPalmolive Co. ERISA Litig., 36 F. Supp. 3d 344, 353 (S.D.N.Y. 2014) (awarding fee representing\na multiplier of 5.2, which was \u201clarge, but not unreasonable.\u201d); In re Deutsche Telekom AG Sec.\nLitig., 2005 WL 7984326 at *4 (S.D.N.Y. June 14, 2005) (awarding fee representing a 3.96\nmultiplier).\n\n\n\n 10\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 19 of 34\n\n\n\n\nIn re Telik, Inc. Sec. Litig., 576 F. Supp. 2d 570, 590 (S.D.N.Y. 2008) (\u201cIn contingent litigation,\n\nlodestar multiples of over 4 are routinely awarded by courts, including this Court.\u201d).\n\n D. Factors Considered By Courts In The Second Circuit Confirm The Requested\n Fee Is Reasonable\n\n The Second Circuit has held that, under both the lodestar and percentage-of-the-fund\n\nmethods, \u201cdistrict courts should continue to be guided by the traditional criteria in determining a\n\nreasonable common fund fee, including: (1) the time and labor expended by counsel; (2) the\n\nmagnitude and complexities of the litigation; (3) the risk of the litigation; (4) the quality of\n\nrepresentation; (5) the requested fee in relation to the settlement; and (6) public policy\n\nconsiderations.\u201d Goldberger, 209 F.3d at 50 (cleaned up). Consideration of these factors, together\n\nwith the percentage and lodestar analyses above, demonstrates that the requested fee is reasonable.\n\n 1. Time And Labor Expended Support The Requested Fee\n\n Plaintiffs\u2019 Counsel expended considerable time and effort in independently developing the\n\nkey facts and theories at issue in this case, prosecuting the Action, and achieving the Settlement.\n\nAmong other things, Plaintiffs\u2019 Counsel:\n\n \u2022 drafted the initial complaint in the Action and moved for appointment of Lead\n Plaintiff and Lead Counsel;\n \u2022 conducted an extensive investigation of the claims asserted in the Action, which\n included, among other things: (a) reviewing and analyzing numerous sources\n of publicly available information concerning Spirit and the aircraft defects at\n issue in the Action; (b) retaining and working with a private investigator to\n identify and interview former Spirit employees, in accord with best practices\n set forth in the Court\u2019s opinion in In re Millennial Media, Inc. Sec. Litig., 2015\n WL 3443918 (S.D.N.Y. May 29, 2015); and (c) working with an expert in the\n fields of loss causation and damages;\n \u2022 utilized the foregoing investigation and additional research to draft and file their\n first Amended Class Action Complaint for Violations of the Federal Securities\n Laws (\u201cFAC\u201d);\n \u2022 continued their investigation, interviewing additional former Spirit employees\n and monitoring news reports about Spirit, the Company\u2019s SEC filings, and other\n sources of relevant publicly available information;\n\n\n\n 11\n\fCase 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 20 of 34\n\n\n\n\n\u2022 attempted to obtain additional information about the defects at issue pursuant\n to the Freedom of Information Act, 5 U.S.C. \u00a7552, including initiating a lawsuit\n against the FAA for failure to timely respond to Lead Counsel\u2019s FOIA requests\n (see Glancy Prongay & Murray LLP v. Federal Aviation Administration, C.D.\n Cal. Case No. 23-cv-8119);\n\u2022 analyzed Defendants\u2019 motion to dismiss the FAC;\n\u2022 utilized the information from their ongoing investigation to draft and file the\n comprehensive, 100-page Second Amended Class Action Complaint for\n Violations of the Federal Securities Laws (\u201cSAC\u201d);\n\u2022 reviewed and analyzed Defendants\u2019 motion to dismiss the SAC, conducted\n extensive legal research to rebut Defendants\u2019 arguments, and drafted and filed\n Plaintiffs\u2019 opposition brief and supporting documents;\n\u2022 continued to monitor developments relating to Spirit and to analyze their\n potential impact on Plaintiffs\u2019 claims, such as the announcement of Boeing\u2019s\n planned acquisition of Spirit, and certain evidence produced in connection with\n the National Transportation Safety Board hearing concerning the Alaska\n Airlines Flight 1282 door plug separation incident;\n\u2022 engaged in a rigorous mediation process overseen by a highly experienced\n neutral mediator, former United States District Judge Layn R. Phillips, which\n involved, inter alia: (a) an exchange of written mediation statements; (b) a full-\n day formal mediation session, including discussion of Judge Phillips\u2019 detailed\n questions to the Parties testing their arguments and positions; (c) further\n consultation with Lead Counsel\u2019s expert on damages and loss causation; and\n (d) weeks of follow up negotiations;\n\u2022 drafted, negotiated, and executed the confidential settlement term sheet setting\n forth the Parties\u2019 agreement in principle to resolve the Action, subject to certain\n conditions including Defendants\u2019 production of information to enable\n Plaintiffs\u2019 Counsel to further assess the fairness, reasonableness, and adequacy\n of that agreement;\n\u2022 conducted substantial informal discovery to analyze the strengths and\n weaknesses of the Parties\u2019 claims and defenses if the Action continued to be\n litigated, which included: (a) negotiating and executing a confidentiality\n agreement with Defendants; (b) reviewing and analyzing Defendants\u2019 initial\n document productions; (c) making supplemental document requests to\n Defendants and posing questions regarding technical issues with the production\n and certain redactions for responsiveness and privilege; (d) receiving additional\n documents from Defendants in response to Plaintiffs\u2019 Counsel\u2019s inquiries, and\n reviewing and analyzing in total over 59,000 pages of documents produced by\n Defendants relating to the facts alleged in the SAC; and (e) interviewing a\n knowledgeable senior Spirit employee about documents produced by\n Defendants and matters alleged in the SAC;\n\u2022 drafted the initial versions of the Stipulation (including the exhibits thereto) and\n\n\n\n 12\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 21 of 34\n\n\n\n\n Supplemental Agreement, and then negotiated the terms of those documents\n with Defendants\u2019 Counsel;\n \u2022 worked with a damages expert to craft a plan of allocation that treats Plaintiffs\n and all other members of the proposed Settlement Class fairly;\n \u2022 drafted and filed the preliminary approval motion and supporting papers;\n \u2022 oversaw the Claims Administrator\u2019s implementation of the Court-approved\n notice process; and\n \u2022 drafted the motion for final approval and supporting papers. \u00b6\u00b616-47.\n\n Moreover, the legal work related to the Settlement will not end with the Court\u2019s approval\n\nof the proposed Settlement. Additional hours and resources will be expended assisting Settlement\n\nClass Members with their Claim Forms, responding to Settlement Class Members\u2019 inquiries,\n\nshepherding the claims process to conclusion, and filing a distribution motion. No additional\n\ncompensation will be sought for this work, which further supports the reasonableness of Lead\n\nCounsel\u2019s fee request. See In re Facebook, Inc. IPO Sec. & Deriv. Litig., 2015 WL 6971424, at\n\n*10 (S.D.N.Y. Nov. 9, 2015) (\u201cConsidering that the work in this matter is not yet concluded for\n\nPlaintiffs\u2019 counsel who will necessarily need to oversee the claims process, respond to inquiries,\n\nand assist Class Members in submitting their Proof of Claims, the time and labor expended by\n\ncounsel in this matter support a conclusion that a 33% fee award in this matter is reasonable.\u201d).\n\nAccordingly, the substantial time and labor expended support the requested fee.\n\n 2. The Risks Of Litigation Support The Requested Fee\n\n \u201c[T]he risk of success [is] perhaps the foremost factor to be considered in determining\u201d a\n\nreasonable award of attorneys\u2019 fees. Goldberger, 209 F.3d at 54; see also Shapiro v. JPMorgan\n\nChase & Co., 2014 WL 1224666, at *21 (S.D.N.Y. Mar. 24, 2014) (\u201cThe Second Circuit long ago\n\nrecognized that courts should consider the risks associated with lawyers undertaking a case on a\n\ncontingent fee basis.\u201d); In re Dairy Farmers of Am., Inc. Cheese Antitrust Litig., 80 F. Supp. 3d\n\n838, 847-48 (N.D. Ill. 2015) (\u201cWhen determining the reasonableness of a fee request, courts put a\n\n\n\n\n 13\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 22 of 34\n\n\n\n\nfair amount of emphasis on the severity of the risk (read: financial risk) that class counsel assumed\n\nin undertaking the lawsuit.\u201d). This is because \u201c[n]o one expects a lawyer whose compensation is\n\ncontingent upon his success to charge, when successful, as little as he would charge a client who\n\nin advance had agreed to pay for his services, regardless of success. Nor, particularly in\n\ncomplicated cases producing large recoveries, is it just to make a fee depend solely on the\n\nreasonable amount of time expended.\u201d City of Detroit v. Grinnell Corp., 495 F.2d 448, 470 (2d\n\nCir. 1974); see also City of Birmingham Ret. & Relief Sys. v. Credit Suisse Grp. AG, 2020 WL\n\n7413926, at *3 (S.D.N.Y. Dec. 17, 2020) (\u201c[G]reater risks undertaken by counsel who accept a\n\ncase on a contingent fee basis support a higher settlement percentage.\u201d). In applying this factor,\n\n\u201clitigation risk must be measured as of when the case is filed, rather than with the hindsight benefit\n\nof subsequent events.\u201d Global Crossing, 225 F.R.D. at 467. The many substantial risks that\n\nPlaintiffs\u2019 Counsel faced in prosecuting this suit more than justify the requested fee. See \u00b6\u00b648-85.\n\n Numerous courts have recognized that \u201cclass actions confront even more substantial risks\n\nthan other forms of litigation[,]\u201d Comverse, 2010 WL 2653354, at *5, and that \u201c[s]ecurities class\n\nactions such as this are notably difficult and notoriously uncertain.\u201d In re Flag Telecom Holdings,\n\nLtd. Sec. Litig., 2010 WL 4537550, at *27 (S.D.N.Y. Nov. 8, 2010). 11 This case was no exception.\n\nPlaintiffs\u2019 Counsel understood that they were embarking on a complex, expensive, and potentially\n\nlengthy litigation with no guarantee of being compensated for their substantial investment of time\n\nand money. In undertaking that responsibility, \u201cplaintiffs\u2019 counsel were obligated to assure that\n\nsufficient attorney and para-professional resources were dedicated to the prosecution of the Action;\n\n\n11\n See also Teachers\u2019 Ret. Sys. of La. v. A.C.L.N., Ltd., 2004 WL 1087261, at *3 (S.D.N.Y. May\n14, 2004) (\u201cLittle about litigation is risk-free, and class actions confront even more substantial\nrisks.\u201d); Great Neck Capital Appreciation Inv. P\u2019ship, L.P. v. PricewaterhouseCoopers, L.L.P.,\n212 F.R.D. 400, 409 (E.D. Wis. 2002) (\u201cShareholder class actions are difficult and unpredictable,\nand skepticism about optimistic forecasts of recovery is warranted.\u201d).\n\n\n\n 14\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 23 of 34\n\n\n\n\ncounsel also faced the responsibility of advancing litigation and overhead expenses on this case.\u201d In\n\nre Giant Interactive Grp., Inc. Sec. Litig., 279 F.R.D. 151, 164 (S.D.N.Y. 2011). Indeed, \u201c[u]nlike\n\ncounsel for Defendants, who are paid substantial hourly rates and reimbursed for their expenses on\n\na regular basis, [Plaintiffs\u2019] Counsel have not been compensated for any time or expenses since this\n\ncase began.\u201d Flag Telecom, 2010 WL 4537550, at *27.\n\n Plaintiffs\u2019 Counsel\u2019s commitment was substantial, i.e., $3,154,231.25 in lodestar (\u00b6129) and\n\n$146,341.45 in out-of-pocket hard costs (\u00b6146). Had they not obtained a recovery it would have all\n\nbeen lost, which Lead Counsel knew from experience was a distinct possibility despite their diligent\n\nand committed prosecution of the Action. See Gross v. GFI Group, Inc., 784 Fed. App\u2019x 27, 28 (2d\n\nCir. 2019) (affirming grant of summary judgment against plaintiffs in securities fraud class action,\n\nwhere GPM served as one of lead plaintiff\u2019s counsel, on the alternative ground that Defendant\u2019s\n\n\u201cstatement did not, as a matter of law, amount to a material misrepresentation or omission\n\nactionable under section 10(b),\u201d despite the trial court twice finding the statement actionable); In\n\nre: Korean Ramen Antitrust Litig., No. 13-cv-04115 (N.D. Cal.) (GPM lost a six-week antitrust\n\njury trial after five years of litigation, which included many overseas depositions, the expenditure\n\nof millions of dollars of attorney and paralegal time, and the expenditure of more than a million\n\ndollars in hard costs).\n\n This Action faced heightened risks, even as compared to the substantial risks facing\n\nsecurities class actions in general. 12 One notable risk was that there was no governmental action\n\n\n\n12\n For a detailed discussion of the numerous litigation risks, and thus the contingency fee risks, in\nthis case, the Court is respectfully referred to the concurrently filed Final Approval Memorandum\nand Joint Declaration. See Final Approval Memorandum \u00a7 IV.A.3.; Joint Decl. \u00b6\u00b648-85. While\nLead Counsel believe those risks are important in assessing a reasonable attorneys\u2019 fee, for the\nsake of brevity, this section focuses on the heightened risk arising from the need to independently\ndevelop the claims at issue here.\n\n\n\n 15\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 24 of 34\n\n\n\n\nthat could serve as a roadmap to Plaintiffs\u2019 fraud claims. See Dairy Farmers, 80 F. Supp. 3d at\n\n848 (\u201cOne proxy for assessing risk is whether the litigation followed on the heels of some prior\n\ncriminal or civil proceeding involving the same parties or subject matter.\u201d). Rather, Lead Counsel\n\nperformed substantial original work to develop the facts and theories at issue. Therefore, \u201cthis\n\ncase (unlike many other securities class actions) was independently developed by plaintiffs\u2019 counsel,\n\nas opposed to following, or piggybacking on, a regulatory investigation or settlement,\u201d which\n\nsupports the requested fee award. Giant Interactive, 279 F.R.D. at 164-65; see also Maley, 186 F.\n\nSupp. 2d at 371 (awarding one-third of settlement and noting that \u201c[i]n this Action, Plaintiffs\u2019\n\nClass Counsel did not \u2018piggy back\u2019 on any prior governmental action\u201d); Sumitomo Copper, 74 F.\n\nSupp. 2d at 395 (awarding 2.5 multiplier, which equated to 27.5% of $116 million settlement fund,\n\nand noting, \u201c[t]here was no governmental assist to ease the task with which Petitioners was\n\nconfronted.\u201d). 13\n\n Here, when Lead Counsel initiated this Action, although the existence of the tail-fin fittings\n\ndefect had been publicly revealed, there was no indication of any related governmental action other\n\nthan routine FAA oversight activity. \u00b6115. When Lead Counsel later filed the FAC the mis-drilled\n\nholes defect was publicly known, but, as before, there was no sign of governmental action besides\n\nroutine FAA oversight. Id. As such, the core of Plaintiffs\u2019 claims were based on Plaintiffs\u2019\n\nCounsel\u2019s independent investigation, in particular their interviews of Spirit former employees\n\n\n13\n Plaintiffs\u2019 Counsel also did not have the benefit of an admission of wrongdoing by Defendants\nor a financial restatement, further showing the risks to the case. See In re Schering-Plough Corp.\nEnhance Sec. Litig., 2013 WL 5505744 at *47 (D.N.J. Oct. 1, 2013) (that plaintiffs\u2019 counsel were\n\u201cunaided by any other contributing factors like indictments or restatements that would be expected\nto enhance the likelihood of recovery\u2014strongly supports a higher award\u201d); Schwartz v. TXU\nCorp., 2005 WL 3148350, at *29 (N.D. Tex. Nov. 8, 2005) (\u201cFrom the outset, this post-PSLRA\naction was an especially difficult and highly uncertain securities case, which did not\ninvolve restatement of TXU\u2019s previously issued financial statements or any other\nacknowledgments of wrongdoing.\u201d).\n\n\n\n 16\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 25 of 34\n\n\n\n\nincluding Joshua Dean, 14 who allegedly discovered and reported the mis-drilled holes defect, and\n\nFormer Employee 1, who emailed Defendant Gentile discussing Spirit\u2019s probation with Boeing\n\nand attaching a copy of an internal ethics complaint alleging that he was ordered to misreport\n\ndefects. \u00b6116.\n\n It was not until after the January 5, 2024 Alaska Airlines Flight 1282 door plug blowout\n\nand its aftermath that relevant governmental investigations were first publicly disclosed (and very\n\nlikely, began). \u00b6117. While the SAC discussed such investigations, they remained in early stages\n\nand there were no published enforcement actions or findings of fact, so these investigations\n\nprovided only indirect support for Plaintiffs\u2019 claims, which remained centered on the former\n\nemployee interviews conducted by Plaintiffs\u2019 Counsel. \u00b6118. 15 Indeed, despite the initiation of\n\nvarious investigations, to this day no civil or criminal charges have been announced by the SEC or\n\nDepartment of Justice relating to Defendants\u2019 conduct in this case. 16\n\n In short, this case lacked several strong factors that often support liability and large\n\nsettlement valuations, and that can provide plaintiffs\u2019 counsel with a roadmap for proving fraud,\n\nsuch as a SEC or DOJ action, an accounting restatement, or insider trading. 17 The contingency fee\n\n\n14\n Presenting additional risk to Plaintiffs\u2019 ability to prove their claims at summary judgment and\ntrial, Mr. Dean, who was likely to be one of Plaintiffs\u2019 most important witnesses, if not the most\nimportant, died while the case was pending. \u00b661.\n15\n Far from Plaintiffs\u2019 Counsel piggybacking off governmental investigations, Plaintiffs\u2019\nCounsel\u2019s work has informed at least one governmental investigation, by the Texas Attorney\nGeneral. \u00b6121. The allegations concerning Plaintiffs\u2019 Counsel\u2019s former employee interviews have\nalso informed a considerable amount of national media coverage (which Plaintiffs\u2019 Counsel did not\nsolicit) relating to the events at issue in the SAC, and to aviation safety more broadly. \u00b6\u00b6120, 123.\n16\n There were ongoing proceedings in the DOJ\u2019s criminal prosecution of Boeing relating to the\ntwo 737 MAX crashes in 2018 and 2019, though that subject matter is distinct from Plaintiffs\u2019\nclaims relating to events at Spirit during the 2020-2023 Settlement Class Period. See generally\nUnited States v. The Boeing Co., N.D. Tex. Case No. 21-cr-005.\n17\n Neither Gentile nor Suchinski made suspicious sales of Spirit stock during the Settlement Class\nPeriod (\u00b626 n.3), and Defendants argued that \u201cthe Individual Defendants\u2019 motives were no\n\n\n 17\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 26 of 34\n\n\n\n\nrisk was high and, consequently, weighs strongly in favor of the requested fee. See Xcel Energy,\n\n364 F. Supp. 2d at 995 (noting that attorney fee request was supported by fact that the \u201ccase did\n\nnot benefit from meaningful governmental investigations\u201d and \u201cdid not involve accounting fraud,\n\na restatement of financials, or any allegations whatsoever of insider trading.\u201d).\n\n 3. The Magnitude And Complexity Of The Action Support The\n Requested Fee\n\n Courts have repeatedly recognized the \u201cnotorious complexity\u201d of securities class action\n\nlitigation. In re AOL Time Warner, Inc. Sec. & \u201cERISA\u201d Litig., 2006 WL 903236, at *8 (S.D.N.Y.\n\nApr. 6, 2006); TAL Educ. Grp., 2021 WL 5578665, at *9 (\u201cClass action suits have a well-deserved\n\nreputation as being most complex, and securities class actions are notably difficult and notoriously\n\nuncertain to litigate.\u201d); La. Mun. Police Emps. Ret. Sys. v. Sealed Air Corp., 2009 WL 4730185,\n\nat *8 (D.N.J. Dec. 4, 2009) (\u201csecurities class actions are inherently complex\u201d). Moreover,\n\n\u201csecurities actions have become more difficult from a plaintiff\u2019s perspective in the wake of the\n\nPSLRA,\u201d and other changes in the law. In re Ikon Office Solutions, Inc. Sec. Litig., 194 F.R.D.\n\n166, 194 (E.D. Pa. 2000); see also AOL Time Warner, 2006 WL 903236, at *9 (\u201c[T]he legal\n\nrequirements for recovery under the securities laws present considerable challenges, particularly\n\nwith respect to loss causation and the calculation of damages.\u201d).\n\n Here, in addition to facing the heightened pleading standard and automatic discovery stay\n\nof the PSLRA\u2014the effects of which are amply demonstrated by the high dismissal rate of\n\nsecurities class actions (see supra Section I)\u2014Plaintiffs also had to deal with the complex subject\n\n\n\n\ndifferent from those common to most corporate officers,\u201d diminishing the inference of their\nscienter. ECF No. 37 at 23. This too added to Plaintiffs\u2019 risks. See In re Gilat Satellite Networks,\nLtd., 2007 WL 2743675, at *11 (E.D.N.Y. Sept. 18, 2007) (\u201cEstablishing scienter is a difficult\nburden to meet and proving it will be especially challenging in this case where, apparently, neither\nthe individual defendants nor any other Gilat executive profited from their Gilat investments.\u201d).\n\n\n\n 18\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 27 of 34\n\n\n\n\nmatter of the Action. The focal points of Plaintiffs\u2019 claims were Spirit\u2019s manufacturing and quality\n\ncontrol processes, its relationship with Boeing, and in particular the tail-fin fittings and mis-drilled\n\nholes defects. Thus, to effectively prosecute the Action, Plaintiffs\u2019 Counsel needed to thoroughly\n\nresearch and understand these issues. It was only by conducting a thorough independent\n\ninvestigation into such matters\u2014again, without the benefit of discovery\u2014that Plaintiffs\u2019 Counsel\n\nwere able to put together a case strong enough to convince Defendants to engage in mediation and,\n\nultimately, settle on terms fair and reasonable to the Settlement Class.\n\n The magnitude of this Action similarly weighs in favor of Lead Counsel\u2019s fee request. This\n\nwas hard-fought litigation, with over one billion dollars of damages potentially at stake. It required\n\nconsiderable skill, and Plaintiffs\u2019 Counsel\u2019s commitment of substantial resources, to litigate.\n\nConsequently, the magnitude and complexity of the litigation support the requested fee. See City of\n\nProvidence v. Aeropostale, Inc., 2014 WL 1883494, at *16 (S.D.N.Y. May 9, 2014) (\u201c[T]he complex\n\nand multifaceted subject matter involved in a securities class action such as this supports the fee\n\nrequest.\u201d) aff\u2019d sub nom. Arbuthnot v. Pierson, 607 F. App\u2019x 73 (2d Cir. 2015).\n\n 4. The Quality Of Representation Supports The Requested Fee\n\n \u201cTo determine the \u2018quality of the representation,\u2019 courts review, among other things, the\n\nrecovery obtained and the backgrounds of the lawyers involved in the lawsuit.\u201d Taft v. Ackermans,\n\n2007 WL 414493, at *10 (S.D.N.Y. Jan. 31, 2007); see also Veeco, 2007 WL 4115808, at *7. Both\n\nof these factors support the conclusion that a 25% fee award is reasonable here.\n\n Plaintiffs\u2019 damages expert estimates that if they had fully prevailed on all claims, if the\n\nCourt certified the same class period as the Settlement Class Period, and if the Court and jury\n\naccepted Plaintiffs\u2019 damages theory, including proof of loss causation as to 100% of the residual\n\n(i.e., net of market- and industry-wide factors) stock price declines on each of the corrective\n\ndisclosure dates alleged in this case\u2014i.e., Plaintiffs\u2019 best-case scenario\u2014total maximum aggregate\n\n\n 19\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 28 of 34\n\n\n\n\ndamages were approximately $1.5 billion. Thus, the $29.2 million Settlement Amount equates to\n\napproximately 1.9% of total maximum damages potentially available in the Action, which exceeds\n\nthe 1.3% median settlement value for securities class actions with comparable maximum damages.\n\nSee Ex. 1 (NERA Report) at 26-27 (Fig. 23-24).\n\n Had Defendants prevailed on any of their liability or damages arguments, damages would\n\nhave been substantially reduced, or eliminated. See Facebook, 343 F. Supp. 3d at 414 (\u201cBecause\n\nPlaintiffs face serious challenges to establishing liability, consideration of Plaintiffs\u2019 best possible\n\nrecovery must be accompanied by the risk of non-recovery.\u201d); In re Flag Telecom Holdings, Ltd.\n\nSec. Litig., 574 F.3d 29, 36 (2d Cir. 2009) (\u201cto establish loss causation, Dura requires plaintiffs to\n\ndisaggregate those losses caused by \u2018changed economic circumstances, changed investor\n\nexpectations, new industry-specific or firm-specific facts, conditions, or other events,\u2019 from\n\ndisclosures of the truth behind the alleged misstatements.\u201d).\n\n For instance, Defendants argued that \u201cPlaintiffs may not recover for stock declines on May\n\n3, August 2 and September 7\u201d because \u201c[t]he tail-fin fitting and mis-drilled hole issues were fully\n\ndisclosed on April 13 and August 23.\u201d ECF No. 37 at 30. If Defendants prevailed on their\n\narguments, it would slash Plaintiffs\u2019 damages, as May 3, August 2, and September 7 accounted for\n\nthe majority of the total stock price declines. \u00b665. Further compounding the risks, each of the\n\nMay 3, August 2, and September 7 disclosures of information concerning the financial impact of\n\nthe tail-fin fittings defect and/or the mis-drilled holes defect was accompanied by confounding\n\ninformation. Defendants would likely produce evidence including analyst reports to argue that the\n\nstock price declines on those dates were not attributable to the defects at issue in this case, but to\n\nnews concerning Spirit\u2019s supply chain challenges, labor disruptions, slowed production schedules,\n\ndisappointing earnings results, and reduced financial guidance. \u00b6\u00b667-73.\n\n\n\n\n 20\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 29 of 34\n\n\n\n\n Taking into account such arguments, Lead Counsel estimates reasonably recoverable\n\ndamages were approximately $1.0 billion under an approach that discounts damages attributable\n\nto the stock price declines on May 3, 2023, August 2, 2023, and September 7, 2023, to account for\n\npotentially confounding effects of other information released on those dates. \u00b684. Specifically,\n\nfor those three corrective disclosures, this damages approach considers the corresponding alleged\n\nartificial inflation to be 25% of the residual daily declines in the price of Spirit Class A common\n\nstock (as opposed to 100% for the declines on April 14 and August 24, following the initial\n\ndisclosures of the tail-fin fittings defect and mis-drilled holes defect). 18 Under this damages\n\napproach, the $29,200,000 Settlement Amount represents a recovery of approximately 2.9%.\n\n There were also many other risks to Plaintiffs\u2019 claims and damages theory that could have\n\nfurther reduced, or eliminated, any recovery. \u00b6\u00b648-85. Accordingly, the result here weighs in\n\nfavor of finding that Plaintiffs\u2019 Counsel provided a high quality of representation, and supports the\n\nrequested fees. See Ex. 23, Qihoo Transcript at 59:20-24 (\u201cAlthough it represented only\n\napproximately 2.45 percent of the theoretical maximum recovery, there were . . . good reasons for\n\nthat discount, and the figure is within the mainstream of recoveries in securities class actions.\u201d).\n\n Additionally, the quality of Plaintiffs\u2019 Counsel\u2019s efforts in the litigation, together with their\n\nsubstantial experience in securities class actions and commitment to this litigation, provided them\n\nwith the leverage necessary to negotiate the Settlement. \u00b6138; see Ex. 19-C (GPM firm r\u00e9sum\u00e9);\n\nEx. 20-C (Holzer firm r\u00e9sum\u00e9); Ex. 21-C (Block firm r\u00e9sum\u00e9); Wilson v. LSB Industries, Inc.,\n\n2019 WL 3542844, at *2 (S.D.N.Y. June 28, 2019) (\u201cLead Counsel [GPM] has conducted the\n\nlitigation and achieved the Settlement with skill, perseverance and diligent advocacy.\u201d); In re\n\n\n18\n This damages approach discounting the May 3, August 2, and September 7 price declines is\nreflected in the Plan of Allocation set forth in the Notice at \u00b6\u00b656-58, which was developed by Lead\nCounsel in consultation with a damages and loss causation expert. \u00b6101.\n\n\n\n 21\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 30 of 34\n\n\n\n\nImmunityBio, Inc. Sec. Litig., 2025 WL 1686263, at *6, *14 (S.D. Cal. June 16, 2025) (\u201cHolzer\n\nhave extensive experience prosecuting class actions under the federal securities laws,\u201d and\n\nperformed \u201cskillful work\u201d); Lyft, 2023 WL 5068504, at *9, *12 (\u201cBlock & Leviton LLP are highly\n\nexperienced lawyers with expertise in securities class actions\u201d and \u201clitigated this case skillfully\n\nand professionally\u201d). Furthermore, \u201c[n]ot only did Plaintiffs\u2019 Counsel\u2019s skill and expertise\n\ncontribute to the favorable settlement for the class, it contributed to the overall efficiency of the\n\ncase.\u201d Veeco, 2007 WL 4115808, at *7.\n\n Finally, Defendants were represented by experienced litigators from Cravath, Swaine &\n\nMoore LLP, among the most well-respected law firms in the nation, whose securities class action\n\nlitigation defense practice has won numerous accolades. \u00b6139. Courts have recognized that the\n\nquality of the opposing counsel should be taken into consideration in assessing the quality of the\n\nrepresentation plaintiffs received. \u00b692; see, e.g., In re Adelphia Commc\u2019ns Corp. Sec. & Deriv.\n\nLitig., 2006 WL 3378705, at *3 (S.D.N.Y. Nov. 16, 2006) (\u201cThe fact that the settlements were\n\nobtained from defendants represented by formidable opposing counsel from some of the best\n\ndefense firms in the country also evidences the high quality of lead counsels\u2019 work.\u201d), aff\u2019d, 272\n\nFed. App\u2019x 9 (2d Cir. 2008). Cravath\u2019s lawyers skillfully represented the interests of their clients.\n\nNotwithstanding this formidable opposition, Plaintiffs\u2019 Counsel\u2019s thorough investigation, ability\n\nto present a strong case, and willingness to vigorously prosecute the Action, ultimately resulted in\n\na resolution favorable to the Settlement Class. Consequently, this factor too weighs in favor of the\n\nrequested fee. See Veeco, 2007 WL 4115808, at *7 (\u201cThat Plaintiffs\u2019 Counsel was able to obtain\n\na substantial settlement from these Defendants confirms the quality of Plaintiffs\u2019 Counsel\u2019s\n\nrepresentation . . . and is a factor in determining the reasonableness of the fee request.\u201d).\n\n 5. The Requested Fee In Relation To The Settlement Amount\n\n Courts have interpreted this factor as requiring the review of the fee requested in terms of\n\n\n 22\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 31 of 34\n\n\n\n\nthe percentage it represents of the total recovery. \u201cWhen determining whether a fee request is\n\nreasonable in relation to a settlement amount, the court compares the fee application to fees\n\nawarded in similar securities class-action settlements of comparable value.\u201d Comverse, 2010 WL\n\n2653354, at *3. As discussed further in Section II.C.1, supra, the requested 25% fee is consistent\n\nwith percentage fees that courts in the Second Circuit have awarded in comparable cases.\n\nAccordingly, the requested fee is reasonable in relation to the Settlement.\n\n 6. Public Policy Considerations Support The Requested Fee\n\n \u201c[The Supreme] Court has long recognized that meritorious private actions to enforce\n\nfederal antifraud securities laws are an essential supplement to criminal prosecutions and civil\n\nenforcement actions.\u201d Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 313 (2007). If\n\nthe \u201cimportant public policy [of enforcing the securities laws] is to be carried out, the courts should\n\naward fees which will adequately compensate Lead Counsel for the value of their efforts, taking\n\ninto account the enormous risks they undertook.\u201d Flag Telecom, 2010 WL 4537550, at *29. \u201c[A]s\n\na practical matter, lawsuits such as this one can only be maintained if competent counsel can be\n\nretained to prosecute them. This will occur if courts award reasonable and adequate compensation\n\nfor such services where successful results are achieved.\u201d Aeropostale, 2014 WL 1883494, at *18.\n\n Plaintiffs\u2019 Counsel invested substantial amounts of time and money pursuing Defendants\u2019\n\nalleged misconduct on a fully contingent basis. Had Plaintiffs\u2019 Counsel not done so, the Settlement\n\nClass would have received no compensation. Accordingly, public policy considerations favor\n\nLead Counsel\u2019s fee request. See Credit Suisse, 2020 WL 7413926, at *2 (\u201cProtecting investors\n\nfrom fraudulent or misleading investments serves the public interest, and Lead Counsel\u2019s fees\n\nshould reflect the important goal of serv[ing] as an inducement for lawyers to make similar efforts\n\nin the future.\u201d).\n\n\n\n\n 23\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 32 of 34\n\n\n\n\n E. Plaintiffs\u2019 Counsel\u2019s Expenses Are Reasonable And Were Necessary To\n Achieve The Settlement\n\n Lead Counsel also request reimbursement of $146,341.45 in expenses incurred by\n\nPlaintiffs\u2019 Counsel while prosecuting the Action. See Flag Telecom, 2010 WL 4537550, at *30\n\n(\u201cIt is well accepted that counsel who create a common fund are entitled to the reimbursement of\n\nexpenses that they advanced to a class\u201d); In re Indep. Energy Holdings PLC Sec. Litig., 302 F.\n\nSupp. 2d 180, 183 n.3 (S.D.N.Y. 2003) (\u201cAttorneys may be compensated for reasonable out-of-\n\npocket expenses incurred and customarily charged to their clients, as long as they were incidental\n\nand necessary to the representation of those clients.\u201d).\n\n Here, a significant portion (68%) of the expenses were incurred for services rendered by\n\nPlaintiffs\u2019 experts, the investigator, and the mediator, and the remaining expenses are attributable\n\nto other ordinary litigation expenses, such as use of an online discovery platform, travel, and on-\n\nline legal research. \u00b6\u00b6147-54. These expenses were critical to Plaintiffs\u2019 success in achieving the\n\nproposed Settlement, are reasonable in amount, and are customary and necessary expenses for a\n\ncomplex securities action. They should, therefore, be reimbursed. See Flag Telecom, 2010 WL\n\n4537550, at *30; Global Crossing, 225 F.R.D. at 468 (\u201cThe expenses incurred \u2013 which include\n\ninvestigative and expert witnesses, filing fees, service of process, travel, legal research and\n\ndocument production and review \u2013 are the type for which \u2018the paying, arms\u2019 length market\u2019\n\nreimburses attorneys. For this reason, they are properly chargeable to the Settlement fund.\u201d).\n\n F. Plaintiffs Should Be Awarded Their Reasonable Costs And Expenses Under\n 15 U.S.C. \u00a7 78u-4(a)(4)\n\n Lead Counsel also moves for PSLRA awards of $5,000 to Lead Plaintiff Hang Li, $2,500\n\nto Plaintiff Mike Drumright, and $2,500 to Plaintiff Marco Amiotti, to compensate them for the\n\ntime and effort they expended on behalf of the Settlement Class. \u00b6155. \u201cCourt[s] have found that\n\nthe PSLRA permits courts to award lead plaintiffs in federal securities actions reimbursement for\n\n\n 24\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 33 of 34\n\n\n\n\ntheir time devoted to participating in and directing the litigation on behalf of the class.\u201d Guevoura,\n\n2019 WL 6889901, at *22; In re Health Insurance Innovations Sec. Litig., 2021 WL 1341881, at\n\n*13 (M.D. Fla. Mar. 23, 2021) (PSLRA award to lead plaintiff \u201cfor his time\u201d). Such\n\nreimbursement \u201cencourages participation of plaintiffs in the active supervision of their counsel.\u201d\n\nVarljen v. H.J. Meyers & Co., Inc., 2000 WL 1683656, at *5 n.2 (S.D.N.Y. Nov. 8, 2000).\n\n Here, Plaintiffs took an active role in the litigation by, among other things:\n\n(i) communicating with their counsel regarding the case; (ii) producing trading records to their\n\nattorneys; (iii) reviewing significant court filings; (iv) consulting with their attorneys regarding the\n\nsettlement negotiations; and (v) evaluating and approving the proposed Settlement. See Ex. 2,\n\n\u00b6\u00b64-5; Ex. 3, \u00b6\u00b64-5; Ex. 4, \u00b6\u00b64-5. These are \u201cprecisely the types of activities that support awarding\n\nreimbursement of expenses to class representatives.\u201d In re Marsh & McLennan Cos., Inc. Sec.\n\nLitig., 2009 WL 5178546, at *21 (S.D.N.Y. 2009). Consequently, Lead Counsel respectfully\n\nrequests that the Court grant Plaintiffs\u2019 request for reimbursement of their \u201creasonable costs and\n\nexpenses incurred in managing this litigation and representing the Class.\u201d Id. at *21 (approving\n\n$214,657 total award to two lead plaintiffs); In re Qudian Inc. Sec. Litig., 2021 WL 2328437, at\n\n*2 (S.D.N.Y. June 8, 2021) (awarding lead plaintiff $25,000, and class representative $12,500, for\n\n\u201creasonable costs and expenses directly related to [their] representation of the Class\u201d). 19\n\nIII. CONCLUSION\n\n For the foregoing reasons, Lead Counsel respectfully requests the Court grant the motion.\n\n\n\n\n19\n See also Signet, 2020 WL 4196468, at *24 (collecting cases and awarding $25,410 to lead\nplaintiff); TAL Educ. Grp., 2021 WL 5578665, at *13 (awarding two lead plaintiffs $7,500 each);\nVeeco, 2007 WL 4115808, at *12 (awarding lead plaintiff $15,964 for time spent supervising\nlitigation, and characterizing such awards as \u201croutine\u201d in this Circuit); In re Salomon, No 02-cv-\n7966, ECF No. 93 at 2 (awarding three lead plaintiffs $5,000 each) (Ex. 24).\n\n\n\n 25\n\f Case 1:23-cv-03722-PAE Document 71 Filed 12/12/25 Page 34 of 34\n\n\n\n\nDated: December 12, 2025 GLANCY PRONGAY & MURRAY LLP\n\n By: /s/ Garth Spencer\n Robert V. Prongay\n Joseph D. Cohen (pro hac vice)\n Garth Spencer (GS-7623)\n 1925 Century Park East, Suite 2100\n Los Angeles, CA 90067\n Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n rprongay@glancylaw.com\n jcohen@glancylaw.com\n gspencer@glancylaw.com\n\n Gregory B. Linkh (GL-0477)\n 230 Park Ave., Suite 358\n New York, NY 10169\n Telephone: (212) 682-5340\n Facsimile: (212) 884-0988\n glinkh@glancylaw.com\n\n HOLZER & HOLZER, LLC\n Corey D. Holzer (pro hac vice)\n 211 Perimeter Center Parkway, Suite 1010\n Atlanta, Georgia 30346\n Telephone: (770) 392-0090\n Facsimile: (770) 392-0029\n cholzer@holzerlaw.com\n\n Lead Counsel for Plaintiffs and the Settlement Class\n\n BLOCK & LEVITON LLP\n Jeffrey C. Block (JCB-0387)\n Jacob Walker (pro hac vice)\n 260 Franklin Street, Suite 1860\n Boston, MA 02110\n (617) 398-5600 phone\n (617) 507-6020 fax\n jeff@blockleviton.com\n jake@blockleviton.com\n\n Additional Counsel for Plaintiffs\n\n\n\n\n 26\n\f","ocr_status":2,"date_upload":"2026-06-22T17:06:33.498859-07:00","document_number":"71","attachment_number":null,"pacer_doc_id":"127038727140","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Memorandum of Law in Support of Motion","acms_document_guid":""}],"date_created":"2025-12-12T19:11:39.286242-08:00","date_modified":"2026-06-30T06:43:48.236102-07:00","date_filed":"2025-12-12","time_filed":"20:08:03","entry_number":71,"recap_sequence_number":"2025-12-12.004","pacer_sequence_number":248,"description":"MEMORANDUM OF LAW in Support re: 70 MOTION for Attorney Fees and Reimbursement of Litigation Expenses. . Document filed by Marco Amiotti, Mike Drumright, Hang Li..(Spencer, Garth) (Entered: 12/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447114243/","id":447114243,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/461856180/","id":461856180,"tags":[],"absolute_url":"/docket/67319295/72/li-v-spirit-aerosystems-holdings-inc/","date_created":"2025-12-12T19:11:29.150601-08:00","date_modified":"2026-06-30T06:43:48.348916-07:00","sha1":"6956b340ff3be6e75dbbab2158d54d3465b32b9a","page_count":64,"file_size":587312,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.72.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.72.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 1 of 64\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n\n\n JOINT DECLARATION OF GARTH SPENCER AND COREY D. HOLZER IN\n SUPPORT OF: (I) PLAINTIFFS\u2019 MOTION FOR FINAL APPROVAL OF CLASS\n ACTION SETTLEMENT AND PLAN OF ALLOCATION; AND (II) LEAD\n COUNSEL\u2019S MOTION FOR AN AWARD OF ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 2 of 64\n\n\n\n\n TABLE OF CONTENTS\n\n\nI. INTRODUCTION .............................................................................................................. 2\n\nII. PROSECUTION OF THE ACTION .................................................................................. 6\n\n A. Background ............................................................................................................. 6\n\n B. Commencement Of The Action And Appointment Of Lead Plaintiff And\n Lead Counsel .......................................................................................................... 7\n\n C. Plaintiffs\u2019 Counsel\u2019s Comprehensive Pre-Filing Investigation And\n Preparation Of The First Amended Complaint ....................................................... 8\n\n D. Defendants\u2019 Motion To Dismiss The FAC, Plaintiffs\u2019 Continued\n Investigation, And Filing Of The Second Amended Complaint........................... 10\n\n E. Briefing On Defendants\u2019 Motion To Dismiss The Second Amended\n Complaint, And Plaintiffs\u2019 Continued Investigation ............................................ 11\n\n F. Mediation Efforts, Settlement Negotiations, Settlement-Related Discovery,\n And The Settlement\u2019s Preliminary Approval ....................................................... 13\n\nIII. THE RISKS OF CONTINUED LITIGATION ................................................................ 17\n\n A. Risks To Overcoming Defendants\u2019 Motion To Dismiss....................................... 18\n\n B. Risks To Proving Liability .................................................................................... 20\n\n C. Risks To Proving Loss Causation And Damages ................................................. 24\n\n D. Risks Faced In Obtaining And Maintaining Class Action Status ......................... 29\n\n E. Other Risks, Including Trial, Appeals, And Ability To Collect A Judgment ....... 31\n\n F. The Settlement Is Reasonable In Light Of Potential Recovery In The Action\n ............................................................................................................................... 33\n\nIV. PLAINTIFFS\u2019 COMPLIANCE WITH THE COURT\u2019S PRELIMINARY APPROVAL\n ORDER REQUIRING ISSUANCE OF THE NOTICE ................................................... 34\n\nV. ALLOCATION OF THE NET PROCEEDS OF THE SETTLEMENT .......................... 37\n\nVI. LEAD COUNSEL\u2019S REQUEST FOR ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES ..................................................... 41\n\n A. The Fee Application .............................................................................................. 42\n\n\n i\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 3 of 64\n\n\n\n\n 1. The Favorable Outcome Achieved Is The Result Of The Significant\n Time And Labor That Plaintiffs\u2019 Counsel Devoted To The Action ......... 43\n\n 2. The Magnitude And Complexity Of The Action ...................................... 51\n\n 3. The Significant Risks Borne By Plaintiffs\u2019 Counsel ................................ 52\n\n 4. The Quality Of Representation, Including The Result Obtained, The\n Experience And Expertise Of Lead Counsel, And The Standing And\n Caliber Of Defendants\u2019 Counsel ............................................................... 53\n\n 5. The Requested Fee In Relation To The Settlement .................................. 54\n\n 6. The Reaction Of The Settlement Class Supports Lead Counsel\u2019s Fee\n Request ...................................................................................................... 55\n\n 7. Plaintiffs Support Lead Counsel\u2019s Fee Request........................................ 55\n\n B. Reimbursement Of The Requested Litigation Expenses Is Fair And\n Reasonable ............................................................................................................ 55\n\nVII. CONCLUSION ................................................................................................................. 59\n\n\n\n\n ii\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 4 of 64\n\n\n\n\n TABLE OF EXHIBITS TO DECLARATION\n\nEXHIBIT TITLE\n Excerpts from Edward Flores and Svetlana Starykh, Recent Trends In Securities\n 1\n Class Action Litigation: 2024 Full-Year Review (NERA January 22, 2025)\n Declaration of Lead Plaintiff Hang Li in Support of: (1) Plaintiffs\u2019 Motion for\n Final Approval of Class Action Settlement and Plan of Allocation; and (2) Lead\n 2\n Counsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement of\n Litigation Expenses\n Declaration of Named Plaintiff Mike Drumright in Support of: (1) Plaintiffs\u2019\n Motion for Final Approval of Class Action Settlement and Plan of Allocation; and\n 3\n (2) Lead Counsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement\n of Litigation Expenses\n Declaration of Named Plaintiff Marco Amiotti in Support of: (1) Plaintiffs\u2019\n Motion for Final Approval of Class Action Settlement and Plan of Allocation; and\n 4\n (2) Lead Counsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement\n of Litigation Expenses\n Declaration of Layn R. Phillips in Support of Final Approval of Class Action\n 5\n Settlement\n Truist, Spirit AeroSystems Holdings, Inc. (SPR), FCF Reduced (Again) Amid\n 6\n Fewer Deliveries; Execution and Supply Chain In Focus (May 3, 2023)\n Wolfe Research, Spirit AeroSystems Holdings, Inc. (SPR), 737 better than feared\n 7\n but hits keep coming elsewhere (May 3, 2023)\n J.P. Morgan, Spirit AeroSystems, Near Term Still Challenging But Longer Term\n 8\n Potential Remains (May 4, 2023)\n 9 Jefferies, Spirit AeroSystems, Cash Continues to Spirit Away (May 7, 2023)\n Corrected Transcript, Spirit AeroSystems Holdings, Inc., Q2 2023 Earnings Call\n 10\n (Aug. 2, 2023)\n Morgan Stanley, Spirit AeroSystems Holdings Inc, Headwinds Sustain; Reiterate\n 11\n UW-Rating (Aug. 3, 2023)\n RBC Capital Markets, Spirit AeroSystems Holdings, Inc., Capitulation on lower\n 12 FCF and delivery outlook, increased 2024-2025 uncertainty; maintain SP, PT to\n $26 (Aug. 2, 2023)\n Susquehanna Financial Group, LLLP, Spirit AeroSystems: Disappointing 2Q\n 13\n Results and Worse 2023 Outlook, but Headwinds Are Transitory (Aug. 3, 2023)\n TD Cowen, Spirit AeroSystems, Still Looking For A Turnaround Signal (Aug. 2,\n 14\n 2023)\n Corrected Transcript, Spirit AeroSystems Holdings, Inc., Jefferies Industrials\n 15\n Conference (Sept. 7, 2023)\n\n\n\n iii\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 5 of 64\n\n\n\n\n Jefferies, Spirit AeroSystems, 2023 Global Industrials Conference Takeaways\n16\n (Sept. 7, 2023)\n Declaration of Melissa Mejia Regarding: (A) Mailing/Emailing of the Postcard\n17 Notice; (B) Publication of the Summary Notice; and (C) Report on Claims\n Received to Date; and (D) Requests for Exclusion Received to Date\n18 Table of Select Second Circuit Cases with 25% or Higher Fee Awards\n Declaration of Garth Spencer, Esq. in Support of Lead Counsel\u2019s Motion for an\n19 Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses, Filed on\n Behalf of Glancy Prongay & Murray LLP\n Declaration of Corey D. Holzer, Esq. in Support of Lead Counsel\u2019s Motion for an\n20 Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses, Filed on\n Behalf of Holzer & Holzer LLC\n Declaration of Jacob A. Walker, Esq. in Support of Lead Counsel\u2019s Motion for an\n21 Award of Attorneys\u2019 Fees and Reimbursement of Litigation Expenses, Filed on\n Behalf of Block & Leviton LLP\n22 Survey of Law Firm Billing Rates \u2013 Plaintiffs\u2019 and Defense Firms\n Altimeo Asset Mgmt. v. Qihoo 360 Tech. Co. Ltd., No. 19-cv-10067-PAE, ECF\n23\n No. 242 (S.D.N.Y. Aug. 1, 2024) (settlement hearing transcript)\n In re Salomon Analyst Metromedia Litig., No. 02-cv-7966, ECF No. 93 (S.D.N.Y.\n24\n Feb. 27, 2009) (fee order)\n In re Celestica Inc. Sec. Litig., No. 07-cv-00312, ECF No. 267 (S.D.N.Y. July 28,\n25\n 2015) (fee order)\n Cornwell v. Credit Suisse Grp., No. 08-cv-03758, ECF No. 117 (S.D.N.Y. July\n26\n 18, 2011) (fee order)\n Landmen Partners, Inc. v. The Blackstone Group, L.P. et al., No. 08-cv-03601,\n27\n ECF No. 191 (S.D.N.Y. Dec. 18, 2013) (fee order)\n In re OSG Sec. Litig., No. 12-cv-07948, ECF No. 261 (S.D.N.Y. Dec. 2, 2015)\n28\n (fee order)\n In re Am. Express Fin. Advisors Sec. Litig., No. 04-cv-1773, ECF No. 170\n29\n (S.D.N.Y. July 18, 2007) (fee order)\n In re L.G. Philips LCD Co. Sec. Litig., No. 07-cv-00909, ECF No. 82 (S.D.N.Y.\n30\n Mar. 17, 2011) (fee order)\n In re Ubiquiti Networks, Inc. Sec. Litig., No. 18-cv-01620, ECF No. 49 (S.D.N.Y.\n31\n Mar. 27, 2020) (fee order)\n In re TeleTech Litig., No. 08-cv-00913, ECF No. 82 (S.D.N.Y. June 11, 2010)\n32\n (fee order)\n Excerpts from Spirit AeroSystems Holdings, Inc. SEC Form 10-Q for the period\n33\n ended Sept. 26, 2024, as filed with the SEC on Nov. 5, 2024\n\n\n\n\n iv\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 6 of 64\n\n\n\n\n We, Garth Spencer and Corey D. Holzer, declare the following pursuant to 28 U.S.C.\n\n\u00a71746:\n\n 1. Glancy Prongay & Murray LLP (\u201cGPM\u201d) and Holzer & Holzer LLC (\u201cH&H\u201d)\n\nserve as lead counsel (\u201cLead Counsel\u201d) for the Settlement Class and for the Court-appointed Lead\n\nPlaintiff Hang Li, and additional named plaintiffs Marco Amiotti and Mike Drumright\n\n(collectively, \u201cPlaintiffs\u201d) in this Action. 1 Garth Spencer is a partner with GPM, and Corey D.\n\nHolzer is a partner with H&H. We make this declaration in support of the concurrently filed: (a)\n\nPlaintiffs\u2019 Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (b)\n\nLead Counsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement of Litigation\n\nExpenses. We have personal knowledge of the matters stated herein, and if called upon each of us\n\ncould and would competently testify thereto under oath.\n\n 2. As set forth in the memorandum in support of Plaintiffs\u2019 final approval motion\n\n(\u201cFinal Approval Memorandum\u201d), Plaintiffs seek final approval of the $29,200,000 Settlement for\n\nthe benefit of the Settlement Class, as well as final approval of the proposed Plan of Allocation of\n\nthe Net Settlement Fund to eligible Settlement Class Members.\n\n 3. As set forth in the memorandum in support of Lead Counsel\u2019s fee and expense\n\nmotion (\u201cFee Memorandum\u201d), Lead Counsel seek an award of attorneys\u2019 fees in the amount of\n\n25% of the Settlement Fund (which, by definition, includes interest accrued thereon) net of\n\nLitigation Expenses. Lead Counsel also seek reimbursement of Litigation Expenses in the total\n\namount of $156,341.45, which includes Plaintiffs\u2019 Counsel\u2019s total out-of-pocket litigation costs in\n\nthe amount of $146,341.45, and a total of $10,000 to Plaintiffs, pursuant to the Private Securities\n\n\n\n1\n Unless otherwise defined, all capitalized terms herein have the same meanings as set forth in the\nStipulation and Agreement of Settlement dated August 4, 2025. ECF No. 64-1.\n\n 1\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 7 of 64\n\n\n\n\nLitigation Reform Act of 1995 (\u201cPSLRA\u201d) for their costs, including lost wages, incurred in\n\nconnection with their representation of the Settlement Class. 2\n\n 4. The Court preliminarily approved the proposed Settlement by Order dated\n\nSeptember 4, 2025 (the \u201cPreliminary Approval Order\u201d), and therein directed notice of the\n\nSettlement to be disseminated to the Settlement Class. See ECF No. 67. Pursuant to the Preliminary\n\nApproval Order, Epiq Class Action & Claims Solutions, Inc. (\u201cEpiq\u201d), the Court-approved Claims\n\nAdministrator, implemented a comprehensive notice program under the direction of Lead Counsel,\n\nwhereby notice was given to potential Settlement Class Members by mail and by publication.\n\n 5. As of December 5, 2025, notice has been distributed to a total of 209,273 potential\n\nSettlement Class Members and/or their nominees, and thus far, there has not been a single request\n\nfor exclusion or objection. See Ex. 17 (\u201cMejia Decl.\u201d) \u00b6\u00b611, 21.\n\nI. INTRODUCTION\n\n 6. This is a federal securities class action pursuant to Section 10(b) of the Securities\n\nExchange Act of 1934 (the \u201cExchange Act\u201d) and Rule 10b-5 promulgated thereunder and Section\n\n20(a) of the Exchange Act. Plaintiffs asserted claims against Defendant Spirit AeroSystems\n\nHoldings, Inc. (\u201cSpirit\u201d or the \u201cCompany\u201d) and Defendants Tom Gentile III and Mark J. Suchinski\n\n(together, the \u201cIndividual Defendants,\u201d and together with the Spirit, \u201cDefendants\u201d). Gentile and\n\nSuchinski were, respectively, Spirit\u2019s CEO and CFO during the Settlement Class Period.\n\n 7. On March 12, 2024, Plaintiffs filed their Second Amended Class Action Complaint\n\nfor Violations of the Federal Securities Laws (the \u201cSAC\u201d or \u201cComplaint\u201d). ECF No. 30. The SAC\n\nalleged that during the Settlement Class Period the Defendants materially misled investors\n\n\n2\n Lead Counsel\u2019s motion for attorneys\u2019 fees and reimbursement of Litigation Expenses is made on\nbehalf of Lead Counsel and additional Plaintiffs\u2019 Counsel, Block & Leviton LLP (\u201cB&L\u201d), and\nThe Law Offices of Frank R. Cruz (\u201cCruz\u201d) (collectively, \u201cPlaintiffs\u2019 Counsel\u201d).\n\n 2\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 8 of 64\n\n\n\n\nregarding the quality and safety of Spirit\u2019s products, including 737 MAX aircraft fuselages, and\n\nthat Spirit\u2019s stock price fell when the truth was revealed by disclosure of defects in certain 737\n\nMAX components, and the financial impacts of those defects.\n\n 8. The proposed Settlement provides for the resolution of all claims in the Action in\n\nexchange for a cash payment of $29,200,000 (the \u201cSettlement Amount\u201d) for the benefit of the\n\nSettlement Class. As detailed herein, Plaintiffs and Lead Counsel believe that the proposed\n\nSettlement represents a very good result for the Settlement Class considering the significant risks\n\nremaining in the Action. Such risks include, but are not limited to, Defendants\u2019 motion to dismiss,\n\nwhich has not yet been decided, and the risks that would be faced at class certification, summary\n\njudgment, trial and on appeal.\n\n 9. Additionally, the $29,200,000 cash Settlement Amount is well within the range of\n\nreasonableness under the circumstances to warrant final approval of the Settlement. Plaintiffs\u2019\n\ndamages expert estimates that if Plaintiffs had fully prevailed on their claims, if the Court certified\n\nthe same class as the Settlement Class, and if the Court and jury accepted Plaintiffs\u2019 damages\n\ntheory\u2014i.e., Plaintiffs\u2019 best case scenario\u2014the total maximum damages would be approximately\n\n$1.5 billion. Thus, the $29,200,000 Settlement Amount represents approximately 1.9% of the total\n\nmaximum damages potentially available in this Action. Moreover, the Settlement Amount is\n\napproximately 2.9% of Lead Counsel\u2019s estimate of $1.0 billion of reasonably recoverable damages\n\nunder an approach that takes into account confounding information released on certain alleged\n\ncorrective disclosure dates to discount damages attributable to stock price declines on those dates.\n\n 10. Under either scenario, the recovery is above the 1.3% median settlement value for\n\nsecurities class actions with comparable damages. See, e.g., Ex. 1 (Excerpts from Edward Flores\n\nand Svetlana Starykh, Recent Trends In Securities Class Action Litigation: 2024 Full-Year Review\n\n\n\n 3\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 9 of 64\n\n\n\n\n(NERA January 22, 2025) (\u201cNERA Report\u201d)) at p. 26, Fig. 23 (median recovery in securities class\n\nactions from 2015-2024 was 1.3% for cases with investor losses of approximately $1 to $5 billion).\n\nConsequently, the amount recovered by Plaintiffs, when balanced against the risks of continued\n\nlitigation, is well within the range of reasonableness, and weighs strongly in favor of final approval.\n\n 11. The proposed Settlement is also the result of arm\u2019s length negotiations between\n\nwell-informed, highly experienced counsel, with the aid and oversight of an experienced neutral\n\nmediator after contested litigation. See Ex. 19-C (GPM firm r\u00e9sum\u00e9); Ex. 20-C (H&H firm\n\nr\u00e9sum\u00e9); Ex. 21-C (B&L firm r\u00e9sum\u00e9). The Settlement was reached after contested litigation.\n\nPlaintiffs\u2019 Counsel\u2019s efforts involved, among other things: (a) conducting an extensive\n\ninvestigation into Defendants\u2019 alleged Exchange Act violations; (b) working with an investigator\n\nto locate and interview former employees of Spirit who have relevant knowledge; (c) consulting\n\nwith experts in the fields of loss causation and damages; (d) drafting the comprehensive first\n\nAmended Class Action Complaint for Violations of the Federal Securities Laws (\u201cFAC\u201d); (e)\n\nreviewing Defendants\u2019 motion to dismiss the FAC, and conducting additional research and\n\ninvestigation to file the detailed, 100-page SAC; (f) substantial research and briefing opposing\n\nDefendants\u2019 motion to dismiss the SAC; (g) participating in mediation under the auspices of a\n\nwell-respected mediator of complex cases\u2014former United States District Judge Layn R. Phillips;\n\n(h) drafting, negotiating, and executing a confidential Term Sheet, which included a provision to\n\nallow Plaintiffs to conduct informal discovery to further assess the reasonableness of the proposed\n\nSettlement; and (i) conducting significant informal discovery, which included review and analysis\n\nof over 59,000 pages of documents produced by Spirit concerning the matters alleged in the SAC,\n\nand an interview with a knowledgeable, senior Spirit employee.\n\n\n\n\n 4\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 10 of 64\n\n\n\n\n 12. In preparation for the Parties\u2019 mediation, Plaintiffs\u2019 Counsel drafted a mediation\n\nstatement and thoroughly reviewed and analyzed Defendants\u2019 mediation statement. Plaintiffs\u2019\n\nCounsel also prepared for, and engaged in, a full-day mediation session overseen by Judge Phillips,\n\nwhich ended without an agreement to settle. However, in the weeks that followed the mediation\n\nJudge Phillips conducted additional negotiations. The negotiations were informed by the Parties\u2019\n\nmotion to dismiss briefing, their mediation submissions addressing factual and legal bases for the\n\nParties\u2019 positions, detailed follow-up questions posed by Judge Phillips, and discussions during\n\nthe full-day mediation session. The negotiations culminated in the Parties accepting Judge\n\nPhillips\u2019s recommendation to settle the Action for $29,200,000.\n\n 13. Based on the foregoing efforts, Plaintiffs and Lead Counsel are well informed of\n\nthe strengths and weaknesses of the claims and defenses in the Action, and believe the Settlement\n\nrepresents a very good outcome for the Settlement Class and is in the best interests of its members.\n\nFor all the reasons set forth herein and in the accompanying memoranda and declarations, Plaintiffs\n\nand Lead Counsel respectfully submit that the Settlement is \u201cfair, reasonable, and adequate\u201d in all\n\nrespects, and that the Court should grant final approval pursuant to Rule 23(e) of the Federal Rules\n\nof Civil Procedure.\n\n 14. In addition, Plaintiffs seek approval of the proposed Plan of Allocation as fair and\n\nreasonable. As discussed in further detail below, Lead Counsel developed the Plan of Allocation\n\nwith the assistance of a damages consultant. The Plan of Allocation provides for the distribution\n\nof the Net Settlement Fund to each Authorized Claimant on a pro rata basis based on their\n\nRecognized Loss amounts.\n\n 15. Finally, Lead Counsel, on behalf of Plaintiffs\u2019 Counsel, seeks approval of their\n\nrequest for attorneys\u2019 fees and reimbursement of Litigation Expenses. As discussed in detail in the\n\n\n\n 5\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 11 of 64\n\n\n\n\naccompanying Fee Memorandum, the requested 25% fee is within the range of awards granted by\n\ncourts in this Circuit in comparable securities class actions. Additionally, the fairness and\n\nreasonableness of the request is confirmed by lodestar/multiplier cross-check, and warranted given\n\nthe extent and quality of the work performed and the substantial result achieved. Likewise, the\n\nrequested out-of-pocket litigation costs of $146,341.45 and the requested total of $10,000 in\n\nreimbursement to Plaintiffs pursuant to the PSLRA are also fair and reasonable. Accordingly, for\n\nthe reasons set forth in the Fee Memorandum and for the additional reasons set forth herein, Lead\n\nCounsel respectfully submits that the request for attorneys\u2019 fees and reimbursement of Litigation\n\nExpenses be approved.\n\nII. PROSECUTION OF THE ACTION\n\n A. Background\n\n 16. Plaintiffs allege that Defendants made materially false and misleading statements\n\nduring the period from April 8, 2020 through September 7, 2023, both dates inclusive (the\n\n\u201cSettlement Class Period\u201d) concerning the quality and safety of Spirit\u2019s products including 737\n\nMAX aircraft fuselages. Specifically, the SAC alleges Defendants made materially false and\n\nmisleading statements about quality and safety while failing to disclose that: (a) Spirit suffered\n\nfrom widespread, chronic quality failures that were so severe that Spirit\u2019s main customer, The\n\nBoeing Company (\u201cBoeing\u201d), placed Spirit on probation; and (b) former Spirit employee Joshua\n\nDean identified mis-drilled holes on the 737 MAX aft pressure bulkhead months before Boeing\n\npublicly disclosed the defect.\n\n 17. Plaintiffs allege in the SAC that as a result of Defendants\u2019 materially false and\n\nmisleading statements, the price of Spirit\u2019s publicly traded common stock was artificially inflated\n\nand declined when the truth was revealed. The SAC alleges multiple corrective disclosures; to\n\n\n\n 6\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 12 of 64\n\n\n\n\nbegin, on April 13, 2023, statements from Boeing and the news media revealed that Spirit had\n\ndefectively installed tail fin fittings on certain 737 MAX fuselages. Then, on May 3, 2023, Spirit\n\nreported its first quarter earnings, partially revealing the financial impact of the tail fin fittings\n\ndefect. On August 2, 2023, Spirit reported its second quarter earnings, further revealing the extent\n\nof the financial impact of the tail fin fittings defect. On August 23, 2023, news media and Spirit\n\nrevealed that Spirit had mis-drilled holes in certain 737 MAX aft pressure bulkheads. Finally, at a\n\nSeptember 7, 2023 investor conference, Boeing and Spirit revealed the financial impact of the mis-\n\ndrilled holes defect. Spirit\u2019s stock price declined substantially following each of these alleged\n\ncorrective disclosures.\n\n B. Commencement Of The Action And Appointment Of Lead Plaintiff And Lead\n Counsel\n\n 18. On May 3, 2023, Lead Counsel, representing plaintiff Hang Li, initiated this action\n\nby filing a putative class action complaint in the United States District Court for the Southern\n\nDistrict of New York (the \u201cCourt\u201d) asserting claims under Sections 10(b) and 20(a) of the\n\nExchange Act, 15 U.S.C. \u00a7\u00a7 78j(b), 78t(a), and under Rule 10b-5, 17 C.F.R. \u00a7 240.10b-5. See ECF\n\nNo. 1.\n\n 19. On July 3, 2023, Lead Counsel filed a motion seeking appointment of Li as Lead\n\nPlaintiff, and seeking approval of Li\u2019s selection of GPM and H&H as co-lead counsel for the\n\nputative class. ECF Nos. 8-10. Only one competing lead plaintiff motion was filed, and that movant\n\nsubsequently stipulated to Li\u2019s appointment as Lead Plaintiff. ECF Nos. 11-13, 17.\n\n 20. By Order dated October 20, 2023, the Court appointed Li as Lead Plaintiff and\n\napproved his selection of GPM and H&H as Lead Counsel for the putative class. ECF No. 22.\n\n\n\n\n 7\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 13 of 64\n\n\n\n\n C. Plaintiffs\u2019 Counsel\u2019s Comprehensive Pre-Filing Investigation And\n Preparation Of The First Amended Complaint\n\n 21. Following appointment as Lead Counsel, our firms conducted a comprehensive\n\ninvestigation into Defendants\u2019 allegedly wrongful acts, which included, among other things,\n\nreviewing and analyzing: (i) Spirit\u2019s filings with the U.S. Securities and Exchange Commission\n\n(\u201cSEC\u201d); (ii) research reports prepared by securities and financial analysts concerning Spirit, (iii)\n\nnews articles concerning Spirit; (iv) Spirit\u2019s website, press releases, investor presentations, and\n\ninvestor call transcripts; (v) Federal Aviation Administration (\u201cFAA\u201d) regulatory actions relating\n\nto Boeing and Spirit; (vi) other lawsuits relating to Boeing and Spirit; (vii) Boeing\u2019s supplier\n\nwebsite and public statements from Boeing concerning Spirit; (viii) diagrams of 737 aircraft and\n\nthe allegedly defective parts at issue in the case; (ix) former Spirit employee LinkedIn profiles,\n\nSpirit\u2019s WARN notices, and employee reviews of Spirit from job websites; (x) historical stock\n\nprice and volume data for Spirit Class A common stock; and (xi) other publicly available\n\ninformation concerning Spirit. Lead Counsel also consulted with an expert on the subjects of loss\n\ncausation and damages.\n\n 22. In addition to such publicly available information, Lead Counsel also retained and\n\nworked with a private investigator to identify and interview former Spirit employees. The\n\ninvestigator identified numerous former employees of Spirit, worked with Lead Counsel to\n\nprioritize outreach to those most likely to have relevant information, and conducted initial outreach\n\nand interviews. As part of this investigation, Lead Counsel also participated in interviews with\n\nformer employees and reviewed documents produced by former employees. During the\n\ninvestigation, Lead Counsel was aware of the Court\u2019s views on practices with respect to\n\nconfidential witness interviews as discussed in In re Millennial Media, Inc. Sec. Litig., 2015 WL\n\n3443918 (S.D.N.Y. May 29, 2015). Lead Counsel worked to conduct their investigation\n\n\n 8\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 14 of 64\n\n\n\n\naccordingly\u2014directly communicating with former Spirit employees, proactively informing them\n\nof the intended use of their information and potential discoverability of their identities, respecting\n\nthe wishes of those witnesses who requested that their information not be used in court filings, and\n\nconfirming allegations with the witnesses to whom they are attributed.\n\n 23. Another aspect of Lead Counsel\u2019s investigation consisted of efforts to obtain\n\nrelevant information from the FAA pursuant to the Freedom of Information Act (\u201cFOIA\u201d), 5\n\nU.S.C. \u00a7552. In August 2023 Lead Counsel submitted two FOIA requests to the FAA for certain\n\ninformation concerning the tail-fin fittings defect and the mis-drilled holes defect. When the FAA\n\nfailed to timely respond to one of Lead Counsel\u2019s requests, and to Lead Counsel\u2019s administrative\n\nappeal of the FAA\u2019s denial of the other request, on September 28, 2023 Lead Counsel filed suit\n\nagainst the FAA to attempt to compel production of the requested records. See Glancy Prongay &\n\nMurray LLP v. Federal Aviation Administration, C.D. Cal. Case No. 2:23-cv-8119.\n\n 24. On December 19, 2023, Lead Plaintiff filed and served the FAC, asserting claims\n\nagainst all Defendants under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated\n\nthereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act. ECF\n\nNo. 25. Among other things, the FAC alleged that Defendants made materially false and\n\nmisleading statements about the quality and safety of Spirit\u2019s products while failing to disclose\n\nthat: (a) Spirit suffered from widespread, chronic quality failures that were so severe that Boeing\n\nplaced Spirit on probation; and (b) former Spirit employee Joshua Dean identified mis-drilled holes\n\non the 737 MAX aft pressure bulkhead months before Boeing publicly disclosed the defect. The\n\nFAC included as exhibits copies of emails from a former Spirit employee to his superiors,\n\nincluding Defendant Gentile, and a copy of the former employee\u2019s ethics complaint filed internally\n\n\n\n\n 9\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 15 of 64\n\n\n\n\nat Spirit, which documents Lead Counsel obtained from the former employee in the course of their\n\ninvestigation. ECF Nos. 25-2, 25-3, and 25-4.\n\n D. Defendants\u2019 Motion To Dismiss The FAC, Plaintiffs\u2019 Continued Investigation,\n And Filing Of The Second Amended Complaint\n\n 25. After filing the FAC, Lead Counsel continued their investigation, continuing to\n\nmonitor news reports about Spirit, the Company\u2019s SEC filings, and other sources of relevant\n\npublicly available information. Lead Counsel also continued to interview former Spirit employees\n\nas they had done leading up to the filing of the FAC.\n\n 26. On February 20, 2024, Defendants filed their motion to dismiss the FAC, along\n\nwith 13 exhibits and a request for judicial notice. ECF Nos. 26-29. Defendants argued, among\n\nother things, that their challenged statements were inactionable puffery, or were otherwise not false\n\nor misleading, and that Spirit\u2019s risk factors disclosed the relevant risks. Defendants further argued\n\nthat they had no duty to disclose any information beyond that already contained in their public\n\ndisclosures. Defendants argued that the FAC failed to plead a strong inference of scienter because\n\nthey had no motive to defraud, 3 and insufficient facts were pled to show conscious misbehavior or\n\nrecklessness. Defendants also argued that the FAC failed to plead loss causation because the\n\nalleged stock price declines were not attributable to any previously concealed risks or adverse\n\ninformation, but rather merely reflected newly discovered defects that were promptly disclosed.\n\n 27. In accord with the Court\u2019s scheduling order then in effect (see ECF No. 24 at n.1),\n\nPlaintiffs elected to amend within 21 days of Defendants\u2019 motion to dismiss, filing the SAC on\n\nMarch 12, 2024. ECF No. 30.\n\n\n\n\n3\n Neither Gentile nor Suchinski are alleged to have made suspicious sales of Spirit stock during\nthe Settlement Class Period.\n\n 10\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 16 of 64\n\n\n\n\n 28. As compared to the FAC, the SAC contained additional information drawn from\n\nLead Counsel\u2019s ongoing investigation. For example, the SAC added allegations based on Lead\n\nCounsel\u2019s interviews with former Spirit Inspector Team Lead Robert Hurt, and Former Employee\n\n3, a former Spirit Metals Mechanic, which Plaintiffs alleged provided further support for Spirit\u2019s\n\nknowledge of the mis-drilled holes defect prior to its public disclosure. Id. \u00b6\u00b6228-60. The SAC\n\nalso added allegations relating to the January 5, 2024 Alaska Airlines Flight 1282 door plug\n\nblowout and its aftermath, including media reports and governmental investigations that Plaintiffs\n\nalleged corroborated their claims of widespread quality problems in Spirit\u2019s products. Id. \u00b6\u00b6287-\n\n305.\n\n 29. After filing the SAC, Lead Counsel continued their investigation, making further\n\nefforts to seek relevant documents from the FAA and the SEC pursuant to FOIA, and monitoring,\n\ninter alia, Spirit\u2019s SEC filings, news reports about the Company, court filings in litigation between\n\nSpirit and the Texas Attorney General (Spirit AeroSystems, Inc. v. Paxton, W.D. Tex. Case No.\n\n1:24-cv-472, the \u201cTexas AG Litigation\u201d), and other sources of relevant publicly available\n\ninformation.\n\n E. Briefing On Defendants\u2019 Motion To Dismiss The Second Amended Complaint,\n And Plaintiffs\u2019 Continued Investigation\n\n 30. On May 13, 2024, Defendants filed their motion to dismiss the SAC, along with 14\n\nexhibits and a request for judicial notice. ECF Nos. 36-39. As with their motion to dismiss the\n\nFAC, Defendants argued, among other things, that their challenged statements were not false or\n\nmisleading, that they had no duty to disclose any additional information, that the FAC failed to\n\nplead a strong inference of scienter, and that the FAC failed to plead loss causation.\n\n 31. Plaintiffs filed their opposition to Defendants\u2019 motion on July 12, 2024, supported\n\nby seven exhibits, including news articles, Spirit\u2019s SEC filings, and documents filed in the Texas\n\n\n 11\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 17 of 64\n\n\n\n\nAG Litigation. ECF Nos. 41-42.\n\n 32. With respect to falsity, Plaintiffs argued, inter alia, that: (a) Defendants\u2019 statements\n\nabout Spirit\u2019s product quality were misleading for concealing chronic defects; (b) Defendants\u2019\n\nstatements were material to investors and not puffery; (c) Defendants\u2019 statements touting quality\n\nissued after the disclosure of the tail-fin fittings defect were misleading for concealing the mis-\n\ndrilled holes defect; and (d) Spirit\u2019s risk factors were misleading for portraying quality failures in\n\nhypothetical terms. With respect to scienter, Plaintiffs argued, inter alia, that: (a) the facts alleged\n\nsupported a strong inference of Defendants\u2019 knowledge of quality failures; (b) that inference was\n\nbolstered by the core importance of product quality and safety to Spirit; (c) former employee\n\naccounts of widespread and commonly known quality failures further added to the strong inference\n\nof scienter; and (d) the managers to whom Joshua Dean reported the mis-drilled holes defect were\n\nsufficiently high-ranking such that their scienter is imputed to Spirit at the pleading stage. Plaintiffs\n\nfurther argued that they sufficiently pled loss causation under theories of both corrective disclosure\n\nand materialization of the risk as Spirit\u2019s stock price declined substantially when new information\n\nwas revealed about the tail-fin fitting and mis-drilled holes defects and their financial impacts.\n\n 33. On August 12, 2024, Defendants filed their reply brief, supported by four additional\n\nexhibits, responding to Plaintiffs\u2019 opposition arguments and elaborating on arguments in\n\nDefendants\u2019 opening brief. ECF Nos. 43-45. Specifically, Defendants expanded on their arguments\n\nthat Plaintiffs failed to plead falsity, scienter, and loss causation.\n\n 34. On September 13, 2024 Plaintiffs filed a letter motion for leave to file a notice of\n\nrecent decision concerning a ruling denying Boeing\u2019s motion to dismiss a securities class action\n\nalleging concealed quality problems, in the matter of In re Boeing Company Securities Litigation,\n\nE.D. Va. Case No. 1:24-cv-151 (Sept. 6, 2024). ECF No. 47.\n\n\n\n 12\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 18 of 64\n\n\n\n\n 35. Throughout the pendency of this Action, both before and after the close of briefing\n\non Defendants\u2019 motion to dismiss the SAC, Plaintiffs\u2019 Counsel have continued to investigate the\n\nunderlying facts, regularly monitoring Spirit\u2019s SEC filings, press releases, and other relevant\n\nsources of public information. For example, Plaintiffs\u2019 Counsel closely followed news relating to\n\nBoeing\u2019s planned acquisition of Spirit, first announced on July 1, 2024, to assess how the\n\nacquisition could impact their case. Plaintiffs\u2019 Counsel also reviewed documents and testimony\n\nmade public in connection with the National Transportation Safety Board\u2019s August 6-7, 2024\n\ninvestigative hearing into the Alaska Airlines Flight 1282 Left Mid Exit Door Plug Separation.\n\nPlaintiffs\u2019 Counsel continuously conducted such research in order to discover additional\n\ninformation that would strengthen their case to overcome Defendants\u2019 motion to dismiss, support\n\na motion for leave to amend (if necessary), better prepare Plaintiffs to conduct discovery, and place\n\nPlaintiffs in the strongest possible position for any settlement discussions.\n\n F. Mediation Efforts, Settlement Negotiations, Settlement-Related Discovery,\n And The Settlement\u2019s Preliminary Approval\n\n 36. After Defendants\u2019 motion to dismiss was fully briefed, the Parties agreed to\n\nparticipate in private mediation to explore the potential resolution of the Action. The Parties\n\nselected Judge Phillips to serve as mediator. Judge Phillips has successfully mediated numerous\n\ncomplex commercial cases, including more than 300 securities class actions and shareholder\n\nderivative actions. See Declaration of Layn R. Phillips in Support of Final Approval of Class\n\nAction Settlement, Exhibit 5 hereto, at \u00b67.\n\n 37. While the Parties\u2019 relations have been courteous and professional throughout the\n\npendency of this Action including the mediation process, that process was hard-fought, with both\n\nsides zealously advocating their positions. See id. at \u00b611. The Parties negotiated in good faith while\n\nadvancing their competing arguments and seeking to advance their own respective interests, in a\n\n\n 13\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 19 of 64\n\n\n\n\nprocess that spanned multiple weeks before Judge Phillips eventually made, and the Parties\n\naccepted, a mediator\u2019s proposal to resolve the Action.\n\n 38. On November 26, 2024, Plaintiffs\u2019 Counsel and Defendants\u2019 Counsel participated\n\nin a full-day, in-person mediation session with Judge Phillips. In advance of that session, the\n\nParties exchanged detailed mediation statements and provided their mediation statements and\n\nmotion to dismiss briefing to Judge Phillips. Judge Phillips then provided the Parties with detailed\n\nfollow up questions testing their arguments and positions, which he discussed with them during\n\nthe full-day mediation session. The session ended without an agreement being reached; however,\n\nJudge Phillips continued to work with the Parties over the following weeks.\n\n 39. On December 18, 2024, Judge Phillips made a double-blind mediator\u2019s\n\nrecommendation to resolve the Action for $29,200,000 in cash for the benefit of the Settlement\n\nClass. The Parties accepted the mediator\u2019s proposal, while continuing to negotiate a confidential\n\nsettlement term sheet that would set forth material terms of an agreement in principle to resolve\n\nthe Action. The Parties confidentially notified the Court of their negotiations, and requested that\n\nthe Court stay the action pending further settlement discussions. See ECF Nos. 51-55.\n\n 40. After further negotiations, the Parties\u2019 agreement in principle to settle the Action\n\nwas memorialized in a confidential term sheet dated January 22, 2025 (the \u201cTerm Sheet\u201d). The\n\nTerm Sheet set forth, among other things, the Parties\u2019 agreement to settle and release all Released\n\nPlaintiffs\u2019 Claims as against the Released Defendants\u2019 Parties in return for a cash payment by or\n\non behalf of Defendants of $29,200,000 for the benefit of the Settlement Class, subject to certain\n\nterms and conditions, and contemplated the execution of a customary \u201clong form\u201d stipulation and\n\nagreement of settlement and related papers.\n\n\n\n\n 14\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 20 of 64\n\n\n\n\n 41. To ensure the fairness and reasonableness of the Parties\u2019 agreement in principle set\n\nforth in the Term Sheet, Plaintiffs\u2019 Counsel wished to further assess the strengths and weaknesses\n\nof the Parties\u2019 claims and defenses that would be advanced if the case proceeded to summary\n\njudgment and trial. As such, one condition set forth in the Term Sheet was that Defendants would,\n\non a confidential basis, produce relevant documents to Plaintiffs and make a witness available to\n\nbe interviewed concerning the matters alleged in the SAC. Following the execution of the Term\n\nSheet, the Parties met and conferred concerning Defendants\u2019 provision of such informal discovery.\n\nThe Parties then negotiated a stipulation providing for confidential treatment of the discovery\n\nmaterials produced by Defendants, which they executed on March 4, 2025. From March 6, 2025\n\nto April 25, 2025, Defendants produced over 59,000 pages of documents concerning the matters\n\nat issue in the SAC.\n\n 42. Among the types of documents requested by Plaintiffs and produced by Defendants\n\nwere: Spirit employee emails, including certain emails to and from Defendants Gentile and\n\nSuchinski and other Spirit executives; materials for Spirit\u2019s Board of Directors, on which\n\nDefendant Gentile served during the Settlement Class Period; periodic reports and materials for\n\nvarious Spirit committees responsible for, or standing meetings related to, oversight of quality and\n\nsafety, including materials distributed to, or produced for committees or meetings attended by,\n\nDefendants Gentile and/or Suchinski; training materials for Spirit\u2019s quality related functions; drafts\n\nof relevant SEC filings and public statements made by Defendants; business records relating to\n\nkey matters alleged in the SAC, such as the tail-fin fittings defect and the mis-drilled holes defect;\n\nand documents relating to Spirit former employees such as Joshua Dean and Former Employee 1,\n\nand the key matters pertaining to them as alleged in the SAC.\n\n\n\n\n 15\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 21 of 64\n\n\n\n\n 43. After reviewing and analyzing Defendants\u2019 initial document productions, on April\n\n1, 2025, Plaintiffs made supplemental document requests to Defendants, and posed questions to\n\nDefendants concerning technical issues with the production, and certain redactions for\n\nresponsiveness and privilege. In response, Defendants produced additional requested documents,\n\nand re-produced certain previously redacted documents with reduced or no redactions. Plaintiffs\u2019\n\nCounsel dedicated substantial efforts to review and analysis of the documents produced by\n\nDefendants.\n\n 44. On May 7, 2025, Defendants made available, on a confidential basis, a senior Spirit\n\nemployee with relevant knowledge, for an interview with Plaintiffs\u2019 Counsel to discuss matters at\n\nissue in the SAC and documents produced by Defendants. In advance of the interview, Plaintiffs\u2019\n\nCounsel provided Defendants\u2019 Counsel with a list of topics and documents to be discussed, to\n\nfacilitate the witness\u2019s preparation and to ensure a productive interview. The interview lasted\n\napproximately two hours, and covered key issues alleged in the SAC including, inter alia, Spirit\u2019s\n\nquality and safety processes, the tail-fin fittings defect, the mis-drilled holes defect, and Plaintiffs\u2019\n\nallegations relating to former Spirit employees Joshua Dean and Former Employee 1. We\n\npersonally conducted this interview, and found the witness to be knowledgeable, credible, and\n\ncandid.\n\n 45. After thoroughly evaluating the documents produced by Defendants and the\n\ninformation provided in the interview, Plaintiffs\u2019 Counsel concluded that it revealed substantial\n\nrisks to the continued litigation of Plaintiffs\u2019 claims, even if the SAC survived the pending motion\n\nto dismiss and the case proceeded to discovery. As such, Plaintiffs\u2019 Counsel concluded that: (a)\n\nthe information produced supports the fairness, reasonableness, and adequacy of the Parties\u2019\n\n\n\n\n 16\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 22 of 64\n\n\n\n\nagreement in principle as set forth in the Term Sheet; and (b) the Parties\u2019 agreement to settle the\n\nAction in exchange for $29,200,000 is in the best interest of Plaintiffs and the Settlement Class.\n\n 46. As the Parties were conducting the confidential discovery process, Plaintiffs\u2019\n\nCounsel prepared and shared with Defendants\u2019 Counsel the first draft of the Stipulation and its\n\nexhibits. On May 16, 2025, Defendants\u2019 Counsel provided edits to those documents, and the\n\nParties thereafter continued to negotiate their terms, exchanging multiple drafts. After substantial\n\nnegotiations, the Parties ultimately executed the Stipulation dated August 4, 2025. ECF No. 64-1.\n\n 47. On August 8, 2025, Plaintiffs filed their Unopposed Motion for: (I) Preliminary\n\nApproval of Class Action Settlement; (II) Certification of the Settlement Class; and (III) Approval\n\nof Notice To The Settlement Class. ECF Nos. 62-64. On September 4, 2025, the Court issued its\n\nOrder Preliminarily Approving Settlement and Providing for Notice (\u201cPreliminary Approval\n\nOrder\u201d). ECF No. 67. Plaintiffs\u2019 Counsel then worked with Epiq, the Court-approved Claims\n\nAdministrator, to carry out the notice program as set forth in the Preliminary Approval Order (see\n\ninfra Section IV), and continued preparing their motion papers in support of final approval of the\n\nSettlement.\n\nIII. THE RISKS OF CONTINUED LITIGATION\n\n 48. The Settlement provides an immediate and certain benefit to the Settlement Class\n\nin the form of a non-reversionary cash payment of $29,200,000. As explained more fully below,\n\nthere were significant risks that the Settlement Class might recover substantially less than the\n\nSettlement Amount\u2014or nothing at all\u2014if the case were to proceed through additional litigation to\n\na jury trial, followed by the inevitable appeals.\n\n 49. Considering the benefits of the Settlement in relation to the significant risks of\n\ncontinued litigation, it is our opinion, as Lead Counsel for Plaintiffs and the Settlement Class, that\n\n\n\n 17\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 23 of 64\n\n\n\n\nthe Settlement is fair, reasonable, adequate, and in the best interests of Plaintiffs and the Settlement\n\nClass. Plaintiffs, who actively participated in the case and were informed of its progress, also\n\nbelieve that the proposed Settlement provides a fair, reasonable, and adequate recovery for the\n\nSettlement Class, particularly in light of the risks of continued litigation. Ex. 2 \u00b6\u00b67-8; Ex. 3 \u00b6\u00b67-8;\n\nEx. 4 \u00b6\u00b67-8. Similarly, after presiding over the arm\u2019s-length mediation process in this case, Judge\n\nPhillips concluded based on his experience as a mediator and a former federal judge, and based on\n\nhis knowledge of the issues in dispute and the risks of further litigation, that the terms of the\n\nSettlement are fair, adequate, reasonable and in the best interests of the Settlement Class. Ex. 5\n\n\u00b6\u00b616-18. Indeed, the Settlement Amount is the result of a mediator\u2019s recommendation that both\n\nsides accepted. Id. at \u00b613.\n\n A. Risks To Overcoming Defendants\u2019 Motion To Dismiss\n\n 50. As discussed supra in Sections II.D-E, Defendants raised a number of arguments\n\nin their motion to dismiss the FAC and the SAC, including, inter alia, that their challenged\n\nstatements were not materially false or misleading, that the SAC failed to allege a strong inference\n\nof scienter, and that loss causation was inadequately pled. Any one of these arguments could have\n\nresulted in the dismissal of Plaintiffs\u2019 claims. While Plaintiffs believe they have strong arguments\n\nin opposition to the motion to dismiss the SAC as set forth in their opposition brief (ECF No. 41),\n\nthere is no guarantee that the Court would have denied the motion.\n\n 51. The risks to overcoming a motion to dismiss are substantial in a securities fraud\n\nclass action such as this one, in part because of the heightened pleading requirements of the PSLRA\n\nand Rule 9(b), and the PSLRA\u2019s bar on discovery during the pendency of a motion to dismiss. A\n\nhigh proportion of motions to dismiss filed in securities class actions are granted in whole or in\n\npart. See Ex. 1, NERA Report, at p. 17, Fig. 15 (over 2015-2024, for motions to dismiss that were\n\n\n\n 18\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 24 of 64\n\n\n\n\nfiled in securities class actions and that were resolved by court decision: 55% were granted; an\n\nadditional 6% granted without prejudice; an additional 20% partially granted; and only 19% fully\n\ndenied).\n\n 52. Moreover, Spirit has twice previously obtained dismissal of securities fraud class\n\naction lawsuits relating to production issues, highlighting the difficulty for plaintiffs to prevail at\n\nthe pleading stage on similar claims. See Meitav Dash Provident Funds & Pension Ltd. v. Spirit\n\nAeroSystems Holdings, Inc., 2022 WL 377415, at *21 (N.D. Okla. Jan. 7, 2022) (\u201cPlaintiffs fail to\n\nprovide particularized facts giving rise to a strong inference that Gentile intentionally\n\nmisrepresented [Spirit\u2019s] production rate\u201d), aff\u2019d, 79 F.4th 1209 (10th Cir. 2023); Anderson v.\n\nSpirit AeroSystems Holdings, Inc., 105 F. Supp. 3d 1246, 1261 & 1266 (D. Kan. 2015) (Spirit\u2019s\n\nstatements concerning production cost reductions were \u201ctoo vague to be material and cannot be\n\nobjectively verified,\u201d and Spirit was \u201cunder no duty to disclose the intricate details of Spirit\u2019s\n\nalleged production problems\u201d), aff\u2019d, 827 F.3d 1229 (10th Cir. 2016), as amended (July 6, 2016).\n\n 53. Furthermore, after Plaintiffs filed the SAC on March 12, 2024, the Supreme Court\n\nissued its decision in Macquarie Infrastructure Corp. v. Moab Partners, L. P., 601 U.S. 257 (2024)\n\non April 12, 2024, holding that a \u201cpure omission\u201d of known trends or uncertainties required to be\n\ndisclosed under Item 303 of SEC Regulation S-K (17 C.F.R. \u00a7 229.303) is not actionable under\n\nRule 10b-5, and that \u201cthe failure to disclose information required by Item 303 can support a Rule\n\n10b\u20135(b) claim only if the omission renders affirmative statements made misleading.\u201d Id. at 265.\n\nThis holding abrogated prior controlling authority under which \u201ca failure to make a required Item\n\n303 disclosure in a 10\u2013Q filing is indeed an omission that can serve as the basis for a Section 10(b)\n\nsecurities fraud claim.\u201d Stratte-McClure v. Morgan Stanley, 776 F.3d 94, 100 (2d Cir. 2015).\n\nBased on such prior authority, Plaintiffs\u2019 SAC included claims based on a pure omission theory\n\n\n\n 19\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 25 of 64\n\n\n\n\nwith respect to Items 303 and 105 of SEC Regulation S-K. See SAC \u00b6\u00b657-60, 64-66, 76-78, 89-\n\n91, 95-97, 101-03. In light of Macquarie, those claims were no longer viable. See ECF No. 41 at\n\n22 n.22 (Plaintiffs\u2019 motion to dismiss opposition conceding that \u201cPlaintiffs no longer pursue their\n\npure omissions theory in light of Macquarie\u201d). Thus, Plaintiffs\u2019 chances of prevailing over the\n\nmotion to dismiss were meaningfully reduced.\n\n 54. Therefore, despite their belief in the merits of this case, Plaintiffs\u2019 Counsel\n\nrecognized that Defendants\u2019 motion to dismiss presented substantial risk.\n\n B. Risks To Proving Liability\n\n 55. In addition to the hurdles of defeating Defendants\u2019 motion to dismiss, Plaintiffs\n\nfaced numerous additional risks at summary judgment and trial, including proving Defendants\u2019\n\nliability through admissible evidence. Defendants forcefully argued in their motion to dismiss that\n\nPlaintiffs could not establish the elements of their Exchange Act claims, and undoubtedly would\n\nhave continued to argue at summary judgment and trial that the evidence did not support those\n\nclaims.\n\n 56. For instance, while Plaintiffs alleged that Boeing placed Spirit on probation around\n\n2018 due to persistent quality failures, Defendants argued that the probation was alleged to have\n\n\u201cended during 2021.\u201d ECF No. 37 at 4. As such, Plaintiffs may have faced heightened difficulty\n\nin proving that Defendants knew Spirit suffered from elevated quality problems after the end of\n\nthe probation, which occurred early in the alleged class period and preceded many of Plaintiffs\u2019\n\nstrongest alleged misleading statements. Defendants would likely produce evidence to show that\n\nSpirit executives took steps to improve the quality issues that resulted in the probation, and that\n\nthey understood the end of probation to demonstrate Spirit\u2019s progress in addressing such issues.\n\n\n\n\n 20\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 26 of 64\n\n\n\n\n 57. Relatedly, Plaintiffs likely would have faced challenges in proving that the level of\n\ndefects Spirit experienced was abnormally high. As Defendants argued, \u201c[f]inding and remediating\n\nmanufacturing issues is a routine part of the job for any aerostructures manufacturer\u201d (id. at 3),\n\nand \u201c[q]uality \u2018escapes\u2019 as the aerospace industry calls them, and the resulting analyses and fixes\n\nare a normal part of manufacturing\u201d (id. at 6 (quoting an article from leading aviation industry\n\npublication The Air Current, see ECF No. 38-9)). Therefore, the Parties were likely to present\n\nconflicting evidence and dueling expert testimony concerning whether Spirit merely experienced\n\nroutine defects that arise in the ordinary course of any complex manufacturing business, or whether\n\nSpirit\u2019s quality issues were in fact unusually elevated. And such conflicting evidence as to the\n\nexistence of excessive defects would make it even more difficult to show that Defendants knew\n\nSpirit suffered from excessive defects.\n\n 58. Defendants were also likely to challenge Plaintiffs\u2019 evidence that they ignored\n\nquality problems and underreported defects. For example, while Plaintiffs alleged that Former\n\nEmployee 1 was ordered to underreport defects and then demoted for objecting to the practice,\n\nDefendants argued that when FE1 raised the issue to Defendant Gentile, \u201cthe allegations in [FE1\u2019s]\n\nethics complaint were sustained, his prior position was reinstated, and he was given backpay,\u201d\n\nwhich \u201cdemonstrates Mr. Gentile\u2019s support and enforcement of Spirit\u2019s reporting process, is an\n\nexample of quality controls working, and contradicts Plaintiffs\u2019 theory of alleged quality\n\nproblems.\u201d ECF No. 37 at 26. More generally, Defendants argued that \u201cSpirit\u2019s complex\n\nmanufacturing operations include a multilayered quality assurance system\u201d that \u201cworked as\n\nintended\u201d to identify and remediate defects. Plaintiffs expect that Defendants would produce\n\nsubstantial evidence to support those contentions, further heightening the risks to Plaintiffs\u2019 case\n\nat summary judgment or trial.\n\n\n\n 21\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 27 of 64\n\n\n\n\n 59. As to the specific defects the revelation of which Plaintiffs alleged as corrective\n\ndisclosures, Defendants argued that \u201cPlaintiffs allege no facts suggesting that Spirit or Boeing\n\nknew of the tail fin fitting issue\u201d until shortly before its public disclosure on April 14, 2023. Id. at\n\n8. Indeed, Plaintiffs alleged that the issue began to be investigated in \u201cmid-March 2023,\u201d with the\n\ninvestigation continuing over the following weeks. See SAC \u00b6\u00b6221-24. Plaintiffs alleged only two\n\nmisleading statements issued, in late March 2023, while that investigation was ongoing. Id. \u00b6\u00b6104-\n\n109. If the evidence produced in discovery confirmed that Spirit did not have prior knowledge of\n\nthe tail fin fittings defect, then Plaintiffs would face significant challenges to argue that the defect\u2019s\n\nexistence supports their fraud claims.\n\n 60. As to the mis-drilled holes defect allegedly identified by Joshua Dean in October\n\n2022, Defendants argued that \u201c[a]ccepting Plaintiffs\u2019 allegations as true, the only employees who\n\nknew about the mis-drilled holes worked in rank-and-file positions and had no contact with the\n\nIndividual Defendants.\u201d ECF No. 37 at 24 (quotes omitted). As alleged, Dean raised the mis-drilled\n\nholes issue to several managers from October 2022 until his termination in April 2023, however,\n\nhe did not have contact with senior executives such as Defendants Gentile and Suchinski. See SAC\n\n\u00b6\u00b6207-26. While Plaintiffs argued in opposing Defendants\u2019 motion to dismiss that the knowledge\n\nof the managers Dean informed of the issue can be imputed to Spirit although they did not make\n\nthe allegedly misleading statements at issue (see ECF No. 41 at 31), it is unclear whether that\n\nargument would continue to apply after discovery, at summary judgement or trial. See In re\n\nBraskem S.A. Sec. Litig., 246 F. Supp. 3d 731, 765 (S.D.N.Y. 2017) (\u201ccourts have declined to\n\nrequire, at the pleading stage, that the same individual who made an alleged misstatement on\n\nbehalf of a corporation personally possessed the required scienter.\u201d) (emphasis added) (quotes\n\nomitted); In re Vivendi Universal, S.A. Sec. Litig., 765 F. Supp. 2d 512, 544 (S.D.N.Y. 2011)\n\n\n\n 22\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 28 of 64\n\n\n\n\n(plaintiffs failed to prove scienter with respect to statement made by employee where \u201cplaintiffs\n\ndid not introduce any evidence whatsoever regarding [his] knowledge or state of mind. Nor did\n\nthey introduce any evidence that . . . any actor at Vivendi who had scienter directed Lefort to make\n\nthis statement\u201d), aff\u2019d sub nom. In re Vivendi, S.A. Sec. Litig., 838 F.3d 223 (2d Cir. 2016). As\n\nsuch, proof of scienter as to the mis-drilled holes issue may have required showing that Gentile\n\nand Suchinski were aware of it when making the challenged statements, and there was no assurance\n\nthat discovery would produce such evidence.\n\n 61. Joshua Dean suddenly and unexpectedly died on or about May 2, 2024. See CBS\n\nNews, Whistleblower at key Boeing supplier dies after sudden illness (May 2, 2024), available at\n\nhttps://www.cbsnews.com/news/joshua-dean-boeing-whistleblower-dies-sudden-illness/. Dean\n\nwas likely to be one of Plaintiffs\u2019 most important witnesses, if not the most important\u2014able to\n\npersuasively describe his own experience of quality problems at Spirit, and uniquely positioned to\n\ntestify as to his discovery of the mis-drilled holes defect and his efforts to inform other Spirit\n\npersonnel about it. While Plaintiffs would have attempted to develop evidence to confirm Dean\u2019s\n\nallegations to the extent possible through business records in Spirit\u2019s possession or testimony of\n\nSpirit personnel with whom he interacted, there is no guarantee that such corroborating evidence\n\nwould be obtained, and the impact of any such records and testimony would likely be far less than\n\nhaving Dean tell his own story first-hand. Certain Spirit managers to whom Dean allegedly\n\nreported the mis-drilled holes defect appear to remain employed at the Company, and their\n\ntestimony may not be favorable to Plaintiffs\u2019 case. Furthermore, it is possible that Dean\u2019s\n\nstatements to Lead Counsel made during their interviews and alleged in the SAC would be deemed\n\ninadmissible hearsay, presenting further problems of proof for Plaintiffs to the extent other\n\ncorroboration of Dean\u2019s claims could not be obtained.\n\n\n\n 23\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 29 of 64\n\n\n\n\n 62. In sum, even if the SAC survived Defendants\u2019 motion to dismiss there were\n\nsubstantial risks to Plaintiffs\u2019 ability to prove their case. Had the litigation continued there was no\n\nguarantee that documents and deposition testimony obtained during fact discovery would support\n\nPlaintiffs\u2019 narrative. Additionally, if Plaintiffs advanced past summary judgment and proceeded to\n\ntrial, substantial uncertainty remained as to how a trier of fact would view each side\u2019s competing\n\nevidence and narrative of the events at issue.\n\n C. Risks To Proving Loss Causation And Damages\n\n 63. Assuming Plaintiffs overcame the above risks and established Defendants\u2019 liability,\n\nPlaintiffs would have confronted considerable challenges in establishing loss causation and class-\n\nwide damages. While Plaintiffs would have argued that the declines in the price of Spirit\u2019s Class\n\nA common stock were attributable to corrections of the alleged misstatements and materializations\n\nof the concealed risks, Defendants likely would have continued to argue that \u201cPlaintiffs\u2019\n\nallegations show that the market did not react to any revelation that Spirit\u2019s prior statements were\n\nfalse, but instead to decreased production and the cost of remediation from newly discovered\n\nissues.\u201d ECF No. 37 at 29 (emphasis added). Defendants were also likely to continue to argue that\n\nPlaintiffs cannot recover under a materialization of the risk theory, because the risks were\n\n\u201cunambiguously apparent on the face of [Defendants\u2019] disclosures.\u201d Id. at 30.\n\n 64. Plaintiffs alleged five disclosures giving rise to loss causation: (i) on April 13, 2023,\n\nthe tail fin fittings defect was first reported; (ii) on May 3, 2023, Spirit reported its first quarter\n\nearnings, partially revealing the financial impact of the tail fin fittings defect; (iii) on August 2,\n\n2023, Spirit reported its second quarter earnings, further revealing the extent of the financial impact\n\nof the tail fin fittings defect; (iv) on August 23, 2023, the mis-drilled holes defect was first reported;\n\nand (v) at a September 7, 2023 investor conference, Boeing and Spirit revealed the financial impact\n\n\n\n 24\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 30 of 64\n\n\n\n\nof the mis-drilled holes defect. SAC \u00b6\u00b6111-78.\n\n 65. Defendants argued in their motion to dismiss that \u201cPlaintiffs may not recover for\n\nstock declines on May 3, August 2 and September 7\u201d because \u201c[t]he tail-fin fitting and mis-drilled\n\nhole issues were fully disclosed on April 13 and August 23.\u201d ECF No. 37 at 30. If Defendants\u2019\n\nargument was accepted by the trier of fact, that would dramatically reduce Plaintiffs\u2019 potential\n\ndamages, as May 3, August 2, and September 7 accounted for the majority of the stock price\n\ndeclines for the five alleged disclosure dates. And, of course, if Defendants prevailed on their\n\narguments that their challenged statements were not made with knowledge of the tail-fin fittings\n\nissue or the mis-drilled holes issue, that could potentially eliminate damages for even the April 13\n\nand August 23 disclosures.\n\n 66. Illustrating the risks to Plaintiffs\u2019 ability to recover their maximum claimed\n\ndamages, in a recent decision in a securities class action alleging misleading statements by Boeing\n\nrelating to safety issues with 737 MAX aircraft, the court certified the proposed class but only for\n\na much shorter class period than that proposed by the plaintiffs. See In re Boeing Co. Sec. Litig.,\n\n2025 WL 2428481, at *2\u20133 (E.D. Va. Mar. 7, 2025). For example, the court held that \u201c[t]he\n\nalleged corrective events after January 8, 2024 reflected the consequences of, and reactions to, the\n\nAlaska Airlines incident as opposed to the correction of prior misstatements.\u201d Id. at *3. Similarly\n\nhere, Plaintiffs faced the risk that rulings on the motion to dismiss, class certification, or summary\n\njudgment could remove corrective disclosures from the proposed class period, significantly\n\nreducing potentially recoverable damages.\n\n 67. Further compounding the risks to Plaintiffs\u2019 ability to prove damages, each of the\n\nMay 3, August 2, and September 7 disclosures was accompanied by potentially significant\n\nconfounding information.\n\n\n\n 25\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 31 of 64\n\n\n\n\n 68. On May 3, 2023 Spirit released its first quarter earnings. In addition to providing\n\ninformation about the financial impact of the tail-fin fittings issue (see SAC \u00b6\u00b6122-28), Defendants\n\nprovided new, material information about a number of topics, which Lead Counsel believes\n\nDefendants would argue was responsible for most, or all, of the decline in Spirit\u2019s stock price on\n\nthat date. For example, on Spirit\u2019s earnings call that day Defendants disclosed: (i) shortages and\n\nsupply chain challenges resulting in multi-million dollar charges; (ii) that due to an updated Airbus\n\nA320 production schedule Spirit expected to deliver only 580 A320 shipsets to Airbus in 2023\n\ninstead of the approximately 665 previously disclosed; (iii) substantially decreasing earnings per\n\nshare and operating margins; (iv) $110 million in forward losses \u201cprimarily relat[ing] to the A220\n\nprogram and to a lesser extent the A350 and 787 programs\u201d; and (v) worsening free cash flow\n\nguidance for 2023. See ECF No. 44-3 at 4-6.\n\n 69. Plaintiffs\u2019 Counsel expects that Defendants would produce evidence, including\n\nanalyst reports, to support the argument that the stock price decline on May 3, 2023 was\n\nattributable to such other issues, and that the news relating to the tail-fin fitting issue that was\n\nreleased on that date was better than expected and therefore did not cause the May 3 stock price\n\ndecline. E.g., Ex. 6 (Truist analyst note: \u201cLower 737 and A320 deliveries, a reduced FCF outlook,\n\nmore A220 charges, and ongoing supply chain challenges hit the stock\u201d); id. (\u201c737 vertical fin fix\n\nappears manageable\u201d); Ex. 7 (Wolfe Research: \u201cDespite the stock reaction, the 737 impact was\n\non the low end of expectations,\u201d though \u201cwe\u2019re not sure investors are ready to step in given the\n\nconsistent move lower in FCF\u201d); Ex. 8 (J.P. Morgan: \u201cSpirit underperformed by 12% on a Q1 miss\n\nand guide down. We understand some underperformance on these Q1 results, though Spirit also\n\nsold off in April on its 737 lapse and we had thought the manageable cost of fixing this issue\n\ndisclosed yesterday would do more to cushion the blow\u201d); Ex. 9 (Jefferies: \u201cQ1 was mixed as the\n\n\n\n 26\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 32 of 64\n\n\n\n\nimpact of required rework on the MAX is expected to be just $72MM on our ests in total, less than\n\nthe ~$200MM expected. The offset is our EPS falls to ($1.10) from $0.20 prior to reflect lower\n\nMAX and A320 deliveries and subdued margins, w/ FCF guidance cut\u201d).\n\n 70. On August 2, 2023 Spirit released its second quarter earnings. In addition to\n\nproviding additional information about the financial impact of the tail-fin fittings issue (see SAC\n\n\u00b6\u00b6146-53), Defendants provided information about a number of topics that were likely significant\n\nto investors, including: (i) disruption from a labor union strike and increased production costs from\n\nthe resulting renegotiated labor contract; (ii) additional costs and disruption due to continued\n\nsupply chain challenges and distressed suppliers; (iii) further reduced expectations for Airbus and\n\nBoeing shipset deliveries; and (iv) continued worsening in free cash flow guidance for 2023. See\n\nEx. 10 at 3-6 (August 2, 2023 earnings call transcript).\n\n 71. As with the May 3 disclosures, Plaintiffs\u2019 Counsel expects that Defendants would\n\nproduce evidence, including analyst reports, to argue that the stock price decline on August 2, 2023\n\nwas attributable to such other issues, and that the news relating to the tail-fin fitting issue was once\n\nagain better than expected and, as such, did not cause the August 2 price decline. E.g., Ex. 11\n\n(Morgan Stanley: \u201cSPR\u2019s stock ended the day down ~27.3% . . . In our view, the stock\u2019s\n\nunderperformance was driven by decreased 2023 FCF outlook and structural headwinds to margin\n\nand FCF from increased labor costs as a result of the recent IAM labor contract, operating\n\nchallenges from increased labor costs, inflation, and supply chain disruptions\u201d); Ex. 12 (RBC:\n\n\u201cSpirit AeroSystems (SPR) reported lower than expected results in 2Q23, also lowering their FY23\n\ndelivery and FCF outlooks . . . The company remains squeezed on margins, as the new IAM\n\ncontract and increased supply chain costs have put additional pressure on program margins. The\n\nresults, and lower visibility on 2024-2025 FCF, contributed to the ~27% sell-off.\u201d); Ex. 13\n\n\n\n 27\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 33 of 64\n\n\n\n\n(Susquehanna: \u201cDisappointing results and the worse outlook for 2023 are due in part to the impact\n\nfrom the IAM contract negotiations and resulting labor strike complications (detailed herein). On\n\na positive note, SPR reported it has completed all of the rework related to the vertical fin attach\n\nissues on available 737 units in Wichita during 2Q\u201d); Ex. 14 (TD Cowen: \u201cDisappointing Q2 and\n\nhiked 2023 cash use guide reflected multiple disruptions (supply chain, 737 rework, IAM\n\nstrike/settlement)\u201d though \u201c737 Fittings Overhang Looks Tolerable\u201d).\n\n 72. On September 7, 2023 Boeing\u2019s CFO Brian West and Spirit\u2019s Gentile and\n\nSuchinski participated in the Jefferies Industrials Conference on behalf of their respective\n\ncompanies, both providing information about the scope of the mis-drilled holes issue. See SAC\n\n\u00b6\u00b6169-75. In addition, Gentile and Suchinski discussed a number of other topics that potentially\n\naffected Spirit\u2019s stock price. For example, their remarks revealed that: (i) Spirit\u2019s production rates\n\ncontinued to be negatively impacted by shortages of skilled labor and by supply chain disruptions;\n\n(ii) Spirit\u2019s economics for its Airbus A220 and A350 programs, as well as its Boeing 787 program,\n\nwere \u201cunder pressure\u201d and \u201cnot sustainable\u201d; (iii) Spirit would have \u201cnegative cash flow\u201d in the\n\nthird quarter; and (iv) Spirit\u2019s profitability and margin targets would now take even longer to\n\nachieve than previously projected. Ex. 15 at 4-12 (transcript of Spirit September 7 conference\n\npresentation).\n\n 73. As with the May 3 and August 2 disclosures, Plaintiffs\u2019 Counsel expected that\n\nDefendants would cite Jefferies\u2019s analyst note reporting on the conference to argue that the\n\nSeptember 7 stock price decline was caused by such confounding information. E.g., Ex. 16\n\n(Jefferies: \u201cForward Loss Programs Unsustainable. The A220, A350, and 787 programs are in\n\nforward loss positions, impacted by lower rates, costs, and supply chain impacts\u201d); id. (\u201cThe\n\nsupply chain remains stressed, particularly at smaller suppliers with capital needs.\u201d); id. (\u201cQ3 FCF\n\n\n\n 28\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 34 of 64\n\n\n\n\nwill be impacted by near-term delivery pressure\u201d); id. (\u201cLabor continues to be a challenge to hire\n\nskilled workers, with . . . attrition remaining high\u201d).\n\n 74. In order for Plaintiffs to prove their claims, and to contest the evidence expected to\n\nbe offered by Defendants to negate damages and loss causation, Plaintiffs would have to proffer\n\nexpert testimony demonstrating, among other things: (a) what the \u201ctrue value\u201d of Spirit\u2019s stock\n\nwould have been had there been no alleged material misstatements or omissions; (b) the amount\n\nby which the value of Spirit\u2019s stock was inflated by the alleged material misstatements and\n\nomissions; and (c) the amount of alleged artificial inflation removed by the alleged corrective\n\ndisclosures. Such expert testimony is expensive, time consuming, and subject to rebuttal. Indeed,\n\nDefendants almost certainly would have presented their own damages expert(s), who would have\n\nno doubt presented conflicting conclusions and theories for Spirit\u2019s stock price declines on the\n\nalleged disclosure dates, and who would likely have presented alternative calculations to reduce\n\nor eliminate Plaintiffs\u2019 claimed damages. Defendants likely would have challenged Plaintiffs\u2019\n\nexpert(s) at the class certification stage, summary judgment, with Daubert motions, and at trial\n\nand on appeal. This \u201cbattle of the experts\u201d creates an additional litigation risk because the reaction\n\nof a trier of fact to such expert testimony is highly unpredictable, creating uncertainty regarding\n\nhow much weight a judge or jury will accord the analysis of competing experts.\n\n D. Risks Faced In Obtaining And Maintaining Class Action Status\n\n 75. Lead Counsel believe that they would be able to show all of the Rule 23\n\nrequirements for class certification are met, and that they could establish market efficiency by a\n\npreponderance of the evidence so as to invoke the presumption of reliance established under Basic\n\nInc. v. Levinson, 485 U.S. 224 (1988). However, Defendants would have likely raised arguments\n\nchallenging class certification.\n\n\n\n 29\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 35 of 64\n\n\n\n\n 76. For instance, Defendants argued in their motion to dismiss that Plaintiffs principally\n\nchallenged as misleading \u201cgeneral statements about Spirit\u2019s quality goals and generic risk\n\ndisclosures\u201d that did not include \u201cspecific statements of fact,\u201d and that \u201cthe market did not react to\n\nany revelation that Spirit\u2019s prior statements were false, but instead to decreased production and the\n\ncost of remediation from newly discovered issues.\u201d ECF No. 37 at 1, 11, 29. As such, it is likely\n\nthat Defendants would renew such arguments at the class certification stage to attempt to rebut the\n\nBasic presumption by showing lack of price impact. The Supreme Court has held that \u201cwhen the\n\nearlier misrepresentation is generic (e.g., \u2018we have faith in our business model\u2019) and the later\n\ncorrective disclosure is specific (e.g., \u2018our fourth quarter earnings did not meet expectations\u2019) . . .\n\nit is less likely that the specific disclosure actually corrected the generic misrepresentation, which\n\nmeans that there is less reason to infer . . . price impact.\u201d Goldman Sachs Grp., Inc. v. Arkansas\n\nTchr. Ret. Sys., 594 U.S. 113, 123 (2021).\n\n 77. After remand from the Supreme Court in Goldman, the District Court certified the\n\nclass, and the Second Circuit then reversed and remanded with instructions to decertify. Arkansas\n\nTchr. Ret. Sys. v. Goldman Sachs Grp., Inc., 77 F.4th 74, 105 (2d Cir. 2023). The Second Circuit\n\nfound a mismatch in generality between allegedly misleading statements such as \u201cintegrity and\n\nhonesty are at the heart of our business\u201d and \u201c[w]e have extensive procedures and controls that are\n\ndesigned to identify and address conflicts of interest,\u201d and corrective disclosures involving\n\nenforcement actions with respect to specific conflicts of interest in particular transactions. Id. at\n\n82-83. Ultimately the Second Circuit concluded that \u201cDefendants have demonstrated . . . that the\n\nmisrepresentations did not impact Goldman\u2019s stock price, and, by doing so, rebutted Basic\u2019s\n\npresumption of reliance.\u201d Id. at 105. Subsequent decisions in certain other cases have followed the\n\nSecond Circuit\u2019s reasoning to deny class certification based on mismatches between the alleged\n\n\n\n 30\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 36 of 64\n\n\n\n\nmisleading statements and corrective disclosures. E.g., Shupe v. Rocket Companies, Inc., 752 F.\n\nSupp. 3d 735, 799 (E.D. Mich. 2024); In re Kirkland Lake Gold Ltd. Sec. Litig., 2024 WL 1342800,\n\nat *12 (S.D.N.Y. Mar. 29, 2024).\n\n 78. While Plaintiffs\u2019 Counsel believes the facts here support price impact and\n\napplicability of the Basic presumption, even if Plaintiffs successfully obtained class certification\n\nDefendants could have sought permission from the Second Circuit to appeal any class certification\n\norder under Federal Rule of Civil Procedure 23(f), further delaying or precluding any potential\n\nrecovery. Class certification was, by no means, a forgone conclusion.\n\n E. Other Risks, Including Trial, Appeals, And Ability To Collect A Judgment\n\n 79. Plaintiffs would have had to prevail at several stages of litigation, each of which\n\nwould have presented significant risks. Lead Counsel know from experience that despite the most\n\nvigorous and competent efforts, success in complex litigation such as this case is never assured. In\n\nfact, GPM lost a six-week antitrust jury trial in the Northern District of California after five years\n\nof litigation, which included many overseas depositions, the expenditure of millions of dollars of\n\nattorney and paralegal time, and the expenditure of more than a million dollars in hard costs. See\n\nIn re: Korean Ramen Antitrust Litigation, Case No. 3:13-cv-04115 (N.D. Cal.).\n\n 80. GPM also litigated a securities class action in the Southern District of New York\n\nfor approximately five years and, after surviving a motion to dismiss, successfully obtaining class\n\ncertification and undertaking significant discovery efforts, which included depositions throughout\n\nthe U.S. and in the U.K. and substantial document review, summary judgment was entered for\n\ndefendants, and the judgment was affirmed on alternative grounds on appeal to the Second Circuit.\n\nGross v. GFI Grp., Inc., 784 F. App\u2019x 27, 29 (2d Cir. 2019). In short, complex litigation is\n\nuncertain, and success in cases like this one is never guaranteed.\n\n\n\n 31\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 37 of 64\n\n\n\n\n 81. Even if Plaintiffs succeeded in proving all elements of their case at trial and\n\nobtained a jury verdict, Defendants would almost certainly have appealed. An appeal not only\n\nwould have renewed the risks faced by Plaintiffs\u2014as Defendants would have reasserted their\n\narguments summarized above\u2014but also would have resulted in significant additional delay and\n\nfurther depletion of Defendants\u2019 assets and wasting insurance policies. Given these significant\n\nlitigation risks, Plaintiffs and Lead Counsel believe the Settlement represents a very good result\n\nfor the Settlement Class.\n\n 82. Moreover, if Plaintiffs prevailed at trial and through post-trial appeals, there is no\n\nguarantee that they would succeed in collecting a substantial judgment. Plaintiffs\u2019 calculation of\n\nmaximum damages significantly exceeds Defendants\u2019 insurance available to contribute to this\n\nAction. Absent settlement, the amount of available insurance would be eroded by litigation\n\nexpenses. Furthermore, Spirit has incurred hundreds of millions of dollars in net losses per year\n\nsince the beginning of the Settlement Class Period, and since the third quarter of 2024 Spirit\u2019s\n\nfinancial statements have included a warning expressing \u201csubstantial doubt about the Company\u2019s\n\nability to continue as a going concern.\u201d See Ex. 33 (Spirit Form 10-Q excerpts). 4 Given these\n\nconsiderations, there was significant uncertainty about whether Plaintiffs would be able to collect\n\na substantial judgment several years in the future after protracted litigation and appeals.\n\n\n\n4\n On July 1, 2024 Spirit announced that it had entered into an agreement to be acquired by Boeing,\nhowever the transaction was \u201csubject to the completion of the divestiture of the Airbus businesses\nby Spirit and is subject to other closing conditions, including approval of the definitive merger\nagreement by Spirit shareholders and receipt of regulatory approvals.\u201d See Spirit AeroSystems\nAnnounces Acquisition by Boeing in $8.3 Billion Transaction,\nhttps://www.spiritaero.com/pages/release/spirit-aerosystems-announces-acquisition-by-boeing-\nin-8.3-billion-transaction/ (last visited Nov. 25, 2025). The merger closed on December 8, 2025.\nSee Boeing Completes Acquisition of Spirit AeroSystems,\nhttps://investors.boeing.com/investors/news/press-release-details/2025/Boeing-Completes-\nAcquisition-of-Spirit-AeroSystems/default.aspx (last visited Dec. 8, 2025).\n\n 32\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 38 of 64\n\n\n\n\n F. The Settlement Is Reasonable In Light Of Potential Recovery In The Action\n\n 83. In addition to the attendant risks of litigation discussed above, the Settlement is also\n\nfair and reasonable in light of the potential recovery of available damages. Plaintiffs\u2019 damages\n\nexpert estimates that if Plaintiffs had fully prevailed on each of their claims at both summary\n\njudgment and after a jury trial, if the Court certified the same class period as the Settlement Class\n\nPeriod, and if the Court and jury accepted Plaintiffs\u2019 damages theory, including proof of loss\n\ncausation as to 100% of the residual stock price declines on each of the corrective disclosure dates\n\nalleged in this case\u2014i.e., Plaintiffs\u2019 best-case scenario\u2014the total maximum damages potentially\n\navailable in this Action would be approximately $1.5 billion. Thus, the $29.2 million Settlement\n\nrepresents a recovery of 1.9%, which exceeds the 1.3% median settlement value for securities class\n\nactions with comparable maximum damages. See Ex. 1 (NERA Report) at 26-27 (Fig. 23-24).\n\n 84. The Settlement Amount is approximately 2.9% of Lead Counsel\u2019s estimate of $1.0\n\nbillion of reasonably recoverable damages under an approach that discounts damages attributable\n\nto the stock price declines on May 3, 2023, August 2, 2023, and September 7, 2023, to account for\n\npotentially confounding effects of other information released on those dates (see supra Section\n\nIII.C), as reflected in the proposed Plan of Allocation set forth in the long-form Notice at \u00b6\u00b656-58\n\n(the Notice is filed herewith as Ex. B to the Mejia Declaration, Ex. 17). For the May 3, August 2,\n\nand September 7 alleged corrective disclosures, this damages approach and the Plan of Allocation\n\nconsider the corresponding alleged artificial inflation to be 25% of the resulting residual daily\n\ndeclines in the price of Spirit Class A common stock, due to the presence of substantial\n\nconfounding information also revealed on those dates.\n\n\n\n\n 33\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 39 of 64\n\n\n\n\n 85. Of course, if Defendants prevailed on any of the arguments discussed above,\n\ndamages could have been significantly lower, or eliminated entirely, for any or all of the alleged\n\ncorrective disclosure dates.\n\nIV. PLAINTIFFS\u2019 COMPLIANCE WITH THE COURT\u2019S PRELIMINARY\n APPROVAL ORDER REQUIRING ISSUANCE OF THE NOTICE\n\n 86. The Preliminary Approval Order (ECF No. 67) directed that the postcard notice\n\nhighlighting key information regarding the proposed Settlement (the \u201cPostcard Notice\u201d) be\n\ndisseminated to the Settlement Class, and set a final fairness hearing for January 16, 2026\n\n(\u201cSettlement Hearing\u201d). The Preliminary Approval Order also set a deadline of 28 calendar days\n\nprior to the Settlement Hearing (i.e., December 19, 2025) for Settlement Class Members to request\n\nexclusion from the Settlement Class, and set a deadline of 21 calendar days prior to the Settlement\n\nHearing (i.e., December 26, 2025) for Settlement Class Members to submit objections to the\n\nSettlement, the Plan of Allocation, and/or the Fee Memorandum.\n\n 87. Pursuant to the Preliminary Approval Order, Lead Counsel instructed Epiq Class\n\nAction & Claims Solutions, Inc. (\u201cEpiq\u201d), the Court-approved Claims Administrator, to begin\n\ndisseminating copies of the Postcard Notice and publish the Summary Notice. Contemporaneously\n\nwith the mailing of the Postcard Notice, Lead Counsel instructed Epiq to post downloadable copies\n\nof certain important documents online at www.SpiritAeroSecuritiesSettlement.com (the\n\n\u201cSettlement Website\u201d). Those documents include the Notice, Summary Notice, Claim Form,\n\nPreliminary Approval Order, Postcard Notice, Stipulation, and SAC. Upon request, Epiq mailed\n\ncopies of the Notice and Claim Form to Settlement Class Members and will continue to do so until\n\nthe deadline to submit a Claim Form has passed.\n\n 88. The Postcard Notice directed Settlement Class Members to the Settlement Website\n\nto obtain additional information on the Settlement, including how to file a claim and access to\n\n\n 34\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 40 of 64\n\n\n\n\ndownloadable versions of the Notice and Claim Form. The Notice contains, among other things,\n\na description of the Action; the definition of the Settlement Class; a summary of the terms of the\n\nSettlement and the proposed Plan of Allocation; and a description of a Settlement Class Member\u2019s\n\nright to participate in the Settlement, object to the Settlement, the Plan of Allocation and/or the\n\nFee Memorandum, or to exclude themselves from the Settlement Class. The Notice and Postcard\n\nNotice also inform Settlement Class Members of Lead Counsel\u2019s intent to apply for an award of\n\nattorneys\u2019 fees in an amount not to exceed 30% of the Settlement Fund, and for reimbursement of\n\nLitigation Expenses in an amount not to exceed $213,000, which may include an application of up\n\nto $10,000 total for reimbursement of the reasonable costs and expenses incurred by Plaintiffs\n\nrelated to their representation of the Settlement Class.\n\n 89. To disseminate the Postcard Notice, Epiq obtained from Spirit\u2019s transfer agent\n\nnames, addresses, and, if available, email addresses, of potential Settlement Class Members (the\n\n\u201cRecord Holder List\u201d) who purchased Spirit Class A common stock during the Settlement Class\n\nPeriod. See Preliminary Approval Order at \u00b67(a); Mejia Decl. at \u00b63.\n\n 90. In addition, Epiq maintains a proprietary database (the \u201cBroker Mailing Database\u201d)\n\nwith the names and addresses of the largest and most common brokerage firms, banks, institutions,\n\nand other third-party nominees (\u201cNominees\u201d). See id. at \u00b64. On October 2, 2025, Epiq caused the\n\nPostcard Notice to be sent by first-class U.S. mail to the combined 1,423 mailing records contained\n\nin the Record Holder List and the Broker Mailing Database. Id. at \u00b6\u00b63-5. The Notice instructs\n\nNominees on how to request copies of the Postcard Notice to forward to beneficial owners, request\n\na link to the Notice and Claim Form (collectively, the \u201cNotice Packet\u201d) to email to beneficial\n\nowners, or provide a list of beneficial owners\u2019 names and addresses to Epiq. See Ex. 17-B (Notice)\n\nat \u00b690.\n\n\n\n 35\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 41 of 64\n\n\n\n\n 91. As of December 5, 2025, Epiq mailed an additional 23,248 Postcard Notices to\n\npotential Settlement Class Members whose names and addresses were provided to Epiq by\n\nindividuals or Nominees requesting that Postcard Notices be mailed to such persons. See Mejia\n\nDecl. at \u00b67. Epiq has mailed another 67,906 Postcard Notices to Nominees who requested Postcard\n\nNotices to forward to their customers. See id.\n\n 92. As of December 5, 2025, a total of 92,577 Postcard Notices have been mailed, and\n\n117,058 links to the Notice Packet emailed, to potential Settlement Class Members and Nominees.\n\nId. at \u00b6\u00b68-9.\n\n 93. On October 6, 2025, in accordance with the Preliminary Approval Order, Epiq\n\ncaused the Summary Notice to be published in Investor\u2019s Business Daily and to be transmitted\n\nonce over the PR Newswire. See id. at \u00b613; Ex. 17-E (copies of publication confirmations).\n\n 94. Lead Counsel also caused Epiq to establish the Settlement Website, which became\n\noperational on October 2, 2025, and Epiq also maintained a toll-free telephone number to provide\n\nSettlement Class Members with information concerning the Settlement. The Settlement Website\n\nalso allows visitors to submit a claim online, and download copies of the Notice and Claim Form,\n\nas well as copies of documents, including the Stipulation, Preliminary Approval Order, and the\n\nSAC. Mejia Decl. at \u00b6\u00b617-20.\n\n 95. The deadline for Settlement Class Members to request exclusion from the\n\nSettlement Class is December 19, 2025. To date, no requests for exclusion have been received.\n\nId. at \u00b621. Epiq will file a supplemental affidavit after the December 19, 2025, deadline addressing\n\nwhether any requests for exclusion have been received.\n\n 96. The deadline for Settlement Class Members to object to the Settlement, Plan of\n\nAllocation, and/or to the Fee Memorandum, or to request exclusion from the Settlement Class is\n\n\n\n 36\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 42 of 64\n\n\n\n\nDecember 26, 2025. To date, no objections have been entered on this Court\u2019s docket or have\n\notherwise been received by Lead Counsel. Lead Counsel will file reply papers by January 9, 2026,\n\nthat will address any objections that may be received.\n\nV. ALLOCATION OF THE NET PROCEEDS OF THE SETTLEMENT\n\n 97. Pursuant to the Preliminary Approval Order, and as set forth in the Notice, all\n\nSettlement Class Members who want to participate in the distribution of the Net Settlement Fund\n\n(i.e., the $29,200,000 Settlement Amount, plus any and all interest earned thereon, less: (a) any\n\nTaxes; (b) any Notice and Administration Costs; (c) any Litigation Expenses awarded by the\n\nCourt; and (d) any attorneys\u2019 fees awarded by the Court) must submit a valid Claim Form with all\n\nrequired information either online or postmarked no later than January 30, 2026. The Net\n\nSettlement Fund will be distributed among Authorized Claimants according to the proposed Plan\n\nof Allocation, subject to Court approval. See Ex. 17-B (Notice) at \u00b646; ECF No. 64-1 (Stipulation)\n\nat \u00b620. As set forth in the Notice, the Net Settlement Fund will be distributed among Settlement\n\nClass Members according to the plan of allocation approved by the Court.\n\n 98. The proposed Plan of Allocation is detailed in the Notice. See Ex. 17-B (Notice) at\n\n\u00b6\u00b655-75. A downloadable version of the Notice is posted online at\n\nwww.SpiritAeroSecuritiesSettlement.com. If approved, the Plan of Allocation will govern how\n\nthe Net Settlement Fund will be distributed among Authorized Claimants. The Plan of Allocation\u2019s\n\nobjective is to equitably distribute the Net Settlement Fund to those Settlement Class Members\n\nwho suffered economic losses as a result of the alleged wrongdoing as opposed to losses caused\n\nby market or industry-wide factors or Company-specific factors unrelated to the alleged\n\nwrongdoing. See id. As stated in the Notice, calculations under the Plan of Allocation are not\n\nintended to be estimates of, nor indicative of, the amounts that Settlement Class Members might\n\n\n\n 37\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 43 of 64\n\n\n\n\nhave been able to recover after a trial or estimates of the amounts that will be paid to Authorized\n\nClaimants pursuant to the Settlement. Instead, the calculations under the Plan of Allocation are a\n\nmethod to weigh the claims of Settlement Class Members against one another for the purposes of\n\nmaking an equitable allocation of the Net Settlement Fund. Id. at \u00b655.\n\n 99. The Plan of Allocation is based on an out-of-pocket theory of damages consistent\n\nwith Section 10(b) of the Exchange Act, and reflects an assessment of the damages that Plaintiffs\n\ncontend could have been recovered under the theories of liability and damages asserted in the\n\nAction. The Plan of Allocation further reflects, and is based on, Plaintiffs\u2019 allegation that the price\n\nof Spirit Class A common stock was artificially inflated during the period from April 8, 2020\n\nthrough and including September 7, 2023, due to Defendants\u2019 alleged materially false and\n\nmisleading statements and omissions. Id. at \u00b657.\n\n 100. The Plan of Allocation is based on the premise that the decreases in the price of\n\nSpirit Class A common stock, net of price movements attributable to market- and industry-wide\n\nfactors, on each of the following \u201cCorrective Disclosure Dates\u201d may be used to measure the alleged\n\nartificial inflation in the price of Spirit Class A common stock prior to the Corrective Disclosure\n\nDates: (a) April 14, 2023, after news of the tail-fin fittings defect was released late on April 13;\n\n(b) May 3, 2023, after Spirit released its first quarter earnings; (c) August 2, 2023, after Spirit\n\nreleased its second quarter earnings; (d) August 24, 2023, after news of the mis-drilled holes defect\n\nwas released late on August 23; and (e) September 7, 2023, after Spirit and Boeing discussed the\n\nfinancial impact of the mis-drilled holes defect at an investor conference. See id. at \u00b6\u00b657-58; SAC\n\n\u00b6\u00b6110-78.\n\n 101. Under the proposed Plan of Allocation, the estimated alleged artificial inflation in\n\nthe price of Spirit Class A common stock also reflects Lead Counsel\u2019s assessment of the strengths\n\n\n\n 38\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 44 of 64\n\n\n\n\nand weaknesses associated with the alleged corrective disclosures, including difficulties of proof\n\nand potential loss causation defenses, that justify an adjustment of the per-share Recognized Loss\n\nAmounts resulting from such disclosures. Notice at \u00b6\u00b657-58. Specifically, for the April 14, 2023\n\nand August 24, 2023 Corrective Disclosure Dates (news of the tail-fin fittings defect and mis-\n\ndrilled holes defect were first revealed after regular market trading hours on April 13, 2023 and\n\nAugust 23, 2023), the Plan of Allocation considers the corresponding alleged artificial inflation to\n\nbe 100% of the resulting residual (i.e., net of market- and industry-wide factors) daily declines in\n\nthe price of Spirit Class A common stock. For the May 3, 2023, August 2, 2023, and September 7,\n\n2023 Corrective Disclosure Dates, the Plan of Allocation considers the corresponding alleged\n\nartificial inflation to be 25% of the resulting residual daily declines in the price of Spirit Class A\n\ncommon stock, due to the presence of substantial confounding information also released on those\n\ndates (see supra Section III.C).\n\n 102. For a Settlement Class Member to have a Recognized Loss under the Plan of\n\nAllocation, the Spirit Class A common stock must have been purchased during the Settlement\n\nClass Period and held through at least one of the Corrective Disclosure Dates. Id. at \u00b658.\n\n 103. For purchases of Spirit Class A common stock during the Settlement Class Period,\n\nRecognized Losses are generally calculated based on the purchase price, the sale price (or, if not\n\nsold, the \u201c90-Day Lookback Value,\u201d see 15 U.S.C. \u00a7 78u-4(e)(1)), and the amount of alleged\n\nartificial inflation in the price of Spirit Class A common stock on the relevant dates. See id. at\n\n\u00b6\u00b658-61.\n\n 104. Under the proposed Plan of Allocation, each Authorized Claimant will receive his,\n\nher, or its pro rata share of the Net Settlement Fund. Specifically, an Authorized Claimant\u2019s pro\n\nrata share shall be the Authorized Claimant\u2019s Recognized Claim divided by the total of\n\n\n\n 39\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 45 of 64\n\n\n\n\nRecognized Claims of all Authorized Claimants, multiplied by the total amount in the Net\n\nSettlement Fund. Id. at \u00b665.\n\n 105. An individual Claimant\u2019s recovery under the Plan of Allocation will depend on\n\nseveral factors, including the number of valid claims filed by other Claimants and the number and\n\nprices of shares of Spirit Class A common stock the Claimant purchased or sold during the\n\nSettlement Class Period and when that Claimant bought or sold the shares. If a Claimant has an\n\noverall market gain with respect to his, her, or its overall transactions in Spirit Class A common\n\nstock during the Settlement Class Period, or if the Claimant purchased Spirit Class A common\n\nstock during the Settlement Class Period, but did not hold any of those shares through an alleged\n\nCorrective Disclosure Date, the Claimant\u2019s recovery under the Plan of Allocation will be zero, as\n\nany loss suffered would not have been caused by the revelation of the alleged fraud. Id. at \u00b6\u00b658,\n\n71.\n\n 106. If the prorated payment to be distributed to any Authorized Claimant is less than\n\n$10.00, no distribution will be made to that Authorized Claimant. Id. at \u00b665. Any prorated amounts\n\nof less than $10.00 will be included in the pool distributed to those Authorized Claimants whose\n\nprorated payments are $10.00 or greater. In Lead Counsel\u2019s experience, processing and sending a\n\ncheck for less than $10.00 is cost-prohibitive. If any funds remain after an initial distribution to\n\nAuthorized Claimants, as a result of uncashed or returned checks or other reasons, subsequent\n\ndistributions will be conducted as long as they are cost effective. Ex. 17-B (Notice) at \u00b673.\n\n 107. At such time as it is determined that the re-distribution of funds remaining in the\n\nNet Settlement Fund is not cost-effective, the remaining balance shall be contributed to non-\n\nsectarian, not-for-profit organization(s), to be recommended by Lead Counsel and approved by the\n\nCourt. Id. Lead Counsel anticipates that in such circumstance it will seek the Court\u2019s approval to\n\n\n\n 40\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 46 of 64\n\n\n\n\ndistribute any remaining amount of the Net Settlement Fund to the Public Justice Foundation, a\n\n501(c)(3) non-profit charitable public foundation dedicated to advancing the public interest, which\n\nundertakes many activities to advocate for investors harmed by public companies\u2019 misleading\n\nstatements and has received numerous cy pres designations from securities related cases. See, e.g.,\n\nIn re Stable Rd. Acquisition Corp. Sec. Litig., 2025 WL 924929, at *2 (C.D. Cal. Mar. 24, 2025)\n\n(\u201cthe remaining funds will be donated to the Public Justice Foundation, a non-sectarian, not-for-\n\nprofit 501(c)(3) organization dedicated to, among other things, investor education and advocacy\u201d);\n\nIn re XL Fleet Corp. Sec. Litig., 2025 WL 2602616, at *2 (S.D.N.Y. Sept. 4, 2025) (similar);\n\nRodriguez v. Alfi, Inc., 2025 WL 2046444, at *2 (S.D. Fla. July 22, 2025) (similar).\n\n 108. In sum, the Plan of Allocation was designed to allocate the proceeds of the Net\n\nSettlement Fund among Settlement Class Members based on the losses they suffered on\n\ntransactions in Spirit Class A common stock that were attributable to the conduct alleged in the\n\nComplaint. Accordingly, Lead Counsel respectfully submit that the Plan of Allocation is fair and\n\nreasonable and should be approved by the Court.\n\n 109. As noted above, as of December 5, 2025, notice has been distributed to a total of\n\n209,273 potential Settlement Class Members and/or their nominees. See Ex. 17 (Mejia Decl.) \u00b611.\n\nThe Notice contains the Plan of Allocation, and advises Settlement Class Members of their right\n\nto object to the proposed Plan of Allocation. See Ex. 17-B (Notice). To date, no objections to the\n\nproposed Plan of Allocation have been received by Lead Counsel or filed on the Court\u2019s docket.\n\nVI. LEAD COUNSEL\u2019S REQUEST FOR ATTORNEYS\u2019 FEES AND\n REIMBURSEMENT OF LITIGATION EXPENSES\n\n 110. In addition to seeking final approval of the Settlement and Plan of Allocation, Lead\n\nCounsel are applying for a fee award of 25% of the Settlement Fund net of Litigation Expenses\n\n($7,260,914.63, plus interest earned at the same rate as the Settlement Fund). Lead Counsel also\n\n\n 41\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 47 of 64\n\n\n\n\nrequest reimbursement of Litigation Expenses in the amount of $156,341.45, which includes\n\n$146,341.45 in out-of-pocket expenses incurred by Plaintiffs\u2019 Counsel in connection with the\n\nprosecution of the Action from the Settlement Fund, and a total of $10,000 to Plaintiffs for their\n\nreasonable costs (including lost wages) directly incurred in connection with their representation of\n\nthe Settlement Class.\n\n 111. The requested fee award is below the 30% maximum, and the requested Litigation\n\nExpenses are below the $213,000 maximum, as set forth in the Notice and Postcard Notice. No\n\nobjections have been received to either request. The legal authorities supporting a 25% fee award\n\nare set forth in the accompanying Fee Memorandum. The primary factual bases for the requested\n\nfee and reimbursement of Litigation Expenses are summarized below.\n\n A. The Fee Application\n\n 112. Lead Counsel seeks, on behalf of all Plaintiffs\u2019 Counsel, an award of attorneys\u2019 fees\n\nin the amount of 25% of the Settlement Fund (which, by definition, includes interest accrued\n\nthereon) net of Litigation Expenses. 5 The requested fee is well within the range of percentages\n\ncourts in this Circuit and elsewhere have awarded in similarly complex cases. See Ex. 18 (Table\n\nof Select Second Circuit Cases with 25% or Higher Fee Awards). Moreover, the requested fee is\n\namply supported by the particular facts of this case, as set forth below.\n\n\n\n\n5\n As discussed supra, Lead Counsel are GPM and H&H. B&L and Cruz served as additional\nPlaintiffs\u2019 Counsel at the direction of Lead Counsel. As disclosed in the Notice, any attorneys\u2019\nfees awarded by the Court will be divided between Lead Counsel GPM (40%) and H&H (40%),\nand additional Plaintiffs\u2019 Counsel B&L (20%) pursuant to a fee sharing agreement. In addition,\nGPM intends to share a portion of its net attorneys\u2019 fees with Cruz. Ex. 17-B, at \u00b676 n.7.\n\n 42\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 48 of 64\n\n\n\n\n 1. The Favorable Outcome Achieved Is The Result Of The Significant\n Time And Labor That Plaintiffs\u2019 Counsel Devoted To The Action\n\n 113. The work undertaken by Plaintiffs\u2019 Counsel in investigating and prosecuting the\n\nAction and arriving at the present Settlement in the face of substantial risks has been time-\n\nconsuming and challenging. At all times throughout the pendency of the Action, Plaintiffs\u2019\n\nCounsel\u2019s efforts were driven and focused on advancing the Action to bring about the most\n\nsuccessful outcome for the Settlement Class, whether through settlement or trial.\n\n 114. Importantly, the favorable result achieved for the Settlement Class is the product\n\nof Plaintiffs\u2019 Counsel\u2019s efforts. Plaintiffs\u2019 Counsel independently developed the key facts and\n\ntheories at issue in this case, and did not simply piggyback off of a pre-existing regulatory action.\n\nThat only one competing lead plaintiff motion was filed, despite the high volume of trading in\n\nSpirit\u2019s stock, its ownership by numerous sophisticated investors including many institutions, and\n\nthe substantial damages at issue, further shows that the alleged fraud in this case was far from\n\nobvious based on the publicly available information, and required substantial efforts for Plaintiffs\u2019\n\nCounsel to develop. See ECF Nos. 8-10 (lead plaintiff filings of Hang Li); ECF Nos. 11-13 (lone\n\ncompeting movant\u2019s lead plaintiff filings); see also Silverman v. Motorola Sols., Inc., 739 F.3d\n\n956, 958 (7th Cir. 2013) (\u201cLack of competition [to serve as lead counsel] not only implies a\n\nhigher fee, but also suggests that most members of the securities bar saw this litigation as too risky\n\nfor their practices.\u201d); Shah v. Zimmer Biomet Holdings, Inc., 2020 WL 5627171, at *12 (N.D. Ind.\n\nSept. 12, 2020) (failure of other plaintiffs\u2019 lawyers to file lawsuits indicated that \u201cthis was going\n\nto be a difficult case and one in which the chances of success were low.\u201d).\n\n 115. When Lead Counsel initiated this Action on May 3, 2023, following the April 13,\n\n2023 disclosure of the tail fin fittings defect, there was no indication of any related governmental\n\naction other than the possibility of routine FAA oversight activity in response to a defect. See ECF\n\n\n 43\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 49 of 64\n\n\n\n\nNo. 1 at \u00b660 (\u201cThe Federal Aviation Administration said it had \u2018validated\u2019 Boeing\u2019s assessment\n\nthat there was no immediate safety issue \u2018based on the facts and data Boeing presented\u2019 and the\n\nagency will evaluate all affected aircraft before delivery.\u201d). When Lead Counsel filed the FAC on\n\nDecember 19, 2023, following the August 23, 2023 disclosure of the mis-drilled holes defect, that\n\nremained the case. See ECF No. 25 at \u00b6298 (\u201cThe Air Current further reported that \u2018The company\n\nearlier this week notified the Federal Aviation Administration of its initial findings,\u2019 and quoted\n\nan FAA spokesman as confirming that the agency is \u2018aware of the [mis-drilled holes] issue and are\n\nworking it through our regular oversight process\u2019.\u201d); id. at \u00b6243 (\u201cAfter identifying the [tail-fin\n\nfittings] issue, our top priority was to work with Boeing and the FAA for their confirmation that it\n\nwas not an immediate safety of flight issue. Once we confirm this, we turned our attention to\n\nensuring our ongoing production meets manufacturing standards.\u201d).\n\n 116. As such, the core of Plaintiffs\u2019 falsity and scienter allegations were based on the\n\nindependent investigation conducted by Plaintiffs\u2019 Counsel, in particular their interviews of Spirit\n\nformer employees including Joshua Dean, who allegedly discovered and raised the mis-drilled\n\nholes defect internally, and Former Employee 1, who emailed Defendant Gentile discussing\n\nSpirit\u2019s probation with Boeing and attaching a copy of an internal ethics complaint alleging that\n\nhe was ordered to misreport defects. See ECF No. 25 at \u00b6\u00b6119-31.\n\n 117. It was not until after the January 5, 2024, Alaska Airlines Flight 1282 door plug\n\nblowout and its aftermath, that relevant governmental investigations were first publicly disclosed\n\n(and very likely, began). See SAC at \u00b6290 (\u201cOn January 17, 2024, the FAA announced that it \u2018is\n\nnow investigating Boeing\u2019s manufacturing practices and production lines, including those\n\ninvolving subcontractor Spirit AeroSystems, bolstering its oversight of Boeing, and examining\n\npotential system change\u2019.\u201d); id. at \u00b6292 (\u201cSpirit\u2019s annual report on Form 10-K, filed with the SEC\n\n\n\n 44\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 50 of 64\n\n\n\n\non February 22, 2024, confirms that it is now responding to governmental investigations relating\n\nto safety and product quality.\u201d); id. at \u00b6304-05 (March 11, 2024 Seattle Times article reported that\n\n\u201cthe National Transportation Safety Board is investigating the door blowout and the Department\n\nof Justice has commenced a criminal investigation.\u201d).\n\n 118. While Plaintiffs\u2019 SAC filed March 12, 2024, discussed such governmental\n\ninvestigations, they remained in early stages and there were no published enforcement actions or\n\nfindings of fact, and so these investigations provided only indirect and supplemental support for\n\nPlaintiffs\u2019 claims. See id. at \u00b6\u00b6287-305. 6 As with the FAC, the core of Plaintiffs\u2019 falsity and\n\nscienter theories in the SAC were based on the independent investigation conducted by Plaintiffs\u2019\n\nCounsel, in particular their interviews of Spirit former employees including Joshua Dean and\n\nFormer Employee 1. See id. at \u00b6\u00b6179-268.\n\n 119. In fact, far from Plaintiffs\u2019 Counsel piggybacking off of governmental\n\ninvestigations, Plaintiffs\u2019 Counsel\u2019s work has informed at least one such governmental\n\ninvestigation.\n\n 120. After the January 5, 2024, Alaska Airlines Flight 1282 door plug blowout, various\n\nnational media outlets reported on the allegations in Plaintiffs\u2019 recently filed FAC, with particular\n\nfocus on the allegations derived from Lead Counsel\u2019s interviews with former Spirit employees.\n\nE.g., CBS News, Boeing supplier that made Alaska Airlines door plug was warned of \u201cdefects\u201d\n\nwith other parts, lawsuit claims (Jan. 10, 2024) available at\n\nhttps://www.cbsnews.com/news/boeing-loose-bolts-alaska-airlines-united-airlines-spirit-\n\n\n\n6\n There were ongoing proceedings in the DOJ\u2019s criminal prosecution of Boeing relating to the two\n737 MAX crashes in 2018 and 2019, though that subject matter is distinct from Plaintiffs\u2019 claims\nrelating to events at Spirit during the 2020-2023 Settlement Class Period. See generally United\nStates v. The Boeing Co., N.D. Tex. Case No. 21-cr-005.\n\n 45\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 51 of 64\n\n\n\n\naerosystems-door-plug/; NPR, A recent lawsuit alleges \u2018excessive\u2019 defects at Boeing parts supplier\n\n(Jan. 12, 2024) available at https://www.npr.org/2024/01/12/1223936777/a-recent-lawsuit-\n\nalleges-excessive-defects-at-boeing-parts-supplier. 7\n\n 121. Following the widespread publicity of the allegations in the FAC, the Texas\n\nAttorney General issued a Request To Examine to Spirit, dated March 28, 2024, which specifically\n\nreferred to the instant Action, defined the \u201cMis-drilled Aft Pressure Bulkhead Holes Defect\u201d as\n\n\u201cthe defect described in paragraph 10 of the Complaint in the Lawsuit,\u201d and sought documents\n\nincluding those relating to the \u201cMis-Drilled Aft Pressure Bulkhead Holes Defect\u201d or \u201cthe issues\n\nthat led to Spirit being placed on probation by Boeing.\u201d ECF No. 42-5. The request also sought\n\ndocuments relating to Joshua Dean\u2019s termination and personnel file, and events relating to the\n\nFebruary 2022 events involving Former Employee 1. Id. In the ensuing Texas AG Litigation\n\nbrought by Spirit, the Texas Attorney General filed a brief quoting alleged misstatements in this\n\nlawsuit and concluding that \u201c[t]here are now serious reasons to believe that these representations\n\nwere false when made,\u201d based in large part on facts alleged in the instant Action. ECF No. 42-6.\n\n 122. Following the January 5, 2024, door plug blowout, Spirit also became subject to\n\nother investigations. In its SEC Form 10-Q filed May 7, 2024, Spirit disclosed that it had received\n\ninformation and document requests relating to issues including \u201csafety and quality processes in\n\nthe B737 MAX line production,\u201d including \u201cgrand jury subpoenas from the Department of Justice,\n\nand subpoenas or examination requests from the SEC.\u201d ECF No. 42-4. SEC investigations and\n\ngrand jury proceedings are typically conducted in secret. For example, the SEC denied Lead\n\nCounsel\u2019s FOIA request for documents relating to its investigation of Spirit, citing the 5 U.S.C. \u00a7\n\n\n7\n Plaintiffs\u2019 Counsel did not seek to publicize their allegations or to litigate this Action in the press,\nas evidenced by the fact that Plaintiffs\u2019 Counsel did not respond to the numerous media inquiries\nthey received.\n\n 46\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 52 of 64\n\n\n\n\n552(b)(7)(A) exemption and stating that, \u201c[i]t is the general policy of the Commission to conduct\n\nits investigations on a non-public basis.\u201d As such, less information is publicly available about the\n\nscope of the SEC investigation and grand jury proceedings than the Texas Attorney General\u2019s\n\ninvestigation that became the subject of publicly filed litigation, though it would be logical for\n\nsuch other investigations to have similarly considered the facts alleged in this Action.\n\n 123. In addition to informing at least one governmental investigation, the work of\n\nPlaintiffs\u2019 Counsel in this Action has also informed additional prominent media reporting as\n\nformer Spirit employees cited in the SAC have sought to raise awareness of their experiences in\n\nthe hopes of improving aviation safety. E.g., BBC, Boeing whistleblower says plane parts had\n\nserious defects (May 9, 2024) (reporting on interview with Santiago Paredes, who for the first time\n\nallowed himself to be publicly identified himself as \u201cFormer Employee 1\u201d) available at\n\nhttps://www.bbc.com/news/business-68979354; Seattle Times, Most complaints against Boeing,\n\nFAA go nowhere, frustrating whistleblowers (Dec. 29, 2024) (quoting Paredes as stating that\n\ndespite the difficulties of whistleblowing, \u201cI reminded myself why I\u2019m doing this: The safety of\n\nthousands of people who fly in these planes,\u201d and noting that \u201che has persisted by speaking to\n\nfederal investigators and cooperating in a stockholder lawsuit against Spirit\u201d) available at\n\nhttps://www.seattletimes.com/business/boeing-aerospace/most-complaints-against-boeing-faa-\n\ngo-nowhere-frustrating-whistleblowers/.\n\n 124. In sum, the very good outcome achieved here is the result of the substantial, original\n\nefforts of Plaintiffs\u2019 Counsel, which have had the added benefit of revealing to the public\n\npreviously unknown information that has informed one or more governmental investigations, as\n\nwell as national discourse surrounding the important issue of aviation safety.\n\n\n\n\n 47\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 53 of 64\n\n\n\n\n 125. As detailed above in Section II, Plaintiffs\u2019 Counsel\u2019s work on behalf of the\n\nSettlement Class has included, inter alia:\n\n \u2022 conducting an extensive investigation into Defendants\u2019 alleged Exchange Act\n violations;\n\n \u2022 moving for appointment of Hang Li as Lead Plaintiff;\n\n \u2022 working with an investigator to locate and interview former employees of Spirit\n who have relevant knowledge, and conducting said interviews in conformance with\n best practices outlined by the Court in In re Millennial Media, Inc. Sec. Litig., 2015\n WL 3443918 (S.D.N.Y. May 29, 2015);\n\n \u2022 analyzing numerous sources of public information concerning Spirit;\n\n \u2022 consulting with experts in the fields of loss causation and damages;\n\n \u2022 drafting the comprehensive FAC;\n\n \u2022 reviewing Defendants\u2019 motion to dismiss the FAC, and conducting additional\n research and investigation to file the detailed, 100-page SAC;\n\n \u2022 substantial research and briefing opposing Defendants\u2019 motion to dismiss the SAC;\n\n \u2022 participating in an arm\u2019s-length mediation process conducted by Judge Phillips;\n\n \u2022 drafting, negotiating, and executing a confidential Term Sheet dated January 22,\n 2025, enabling Plaintiffs\u2019 Counsel to further assess the fairness, reasonableness,\n and adequacy of the proposed settlement via informal discovery;\n\n \u2022 conducting significant informal discovery, which included review and analysis of\n over 59,000 pages of documents produced by Spirit concerning the matters alleged\n in the SAC, and an interview with a knowledgeable senior Spirit employee;\n\n \u2022 drafting and negotiating the Stipulation and other Settlement-related documents;\n and\n\n \u2022 moving for preliminary and final approval of the Settlement.\n\n 126. Attached hereto as Exhibits 19-21 are declarations from GPM, H&H, and B&L, in\n\nsupport of an award of attorneys\u2019 fees and reimbursement of litigation expenses. Each declaration\n\nsets forth a table reflecting the position, hours, rate, and total lodestar of each individual who\n\n\n\n\n 48\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 54 of 64\n\n\n\n\nworked more than 10 hours on this case, a summary of expenses by category, and attaches a firm\n\nr\u00e9sum\u00e9.\n\n 127. The following is a summary chart of the hours expended and lodestar amounts using\n\ncurrent rates for the three firms:\n\n LAW FIRM HOURS LODESTAR\n Glancy Prongay & Murray LLP (Ex. 19) 2,018.80 $1,807,864.00\n Holzer & Holzer LLC (Ex. 20) 1,062.50 $946,943.75\n Block & Leviton LLP (Ex. 21) 613.10 $399,423.50\n TOTAL 3,694.40 $3,154,231.25\n\n 128. The lodestar charts presented in the declarations were prepared from\n\ncontemporaneous daily time records regularly prepared and maintained by each respective firm.\n\nEx. 19 at \u00b63; Ex. 20 at \u00b63; Ex. 21 at \u00b63. Time expended on the Fee Memorandum has not been\n\nincluded in these calculations. Ex. 19 at \u00b64; Ex. 20 at \u00b64; Ex. 21 at \u00b64. Plaintiffs\u2019 Counsel will not\n\nrequest or receive any additional compensation for the time they will subsequently spend preparing\n\ntheir reply papers, preparing for and attending the final approval hearing, overseeing the claims\n\nadministration process, responding to Settlement Class Members\u2019 inquiries regarding the\n\nSettlement, and preparing the Motion for Class Distribution Order.\n\n 129. As set forth in detail in Exhibits 19-21, Plaintiffs\u2019 Counsel have collectively\n\nexpended a total of 3,694.40 hours in the investigation and prosecution of the Action. The resulting\n\ntotal lodestar is $3,154,231.25. The requested fee of 25% of the Settlement Fund net of Litigation\n\nExpenses equates to a fee of $7,260,914.63 (before the addition of interest at the same rate as the\n\nSettlement Fund), and therefore represents a multiplier of 2.30 to Plaintiffs\u2019 Counsel\u2019s lodestar. 8\n\nSuch a multiplier is reasonable and well within the range of fee multipliers typically awarded in\n\n\n\n\n8\n ($29,200,000 Settlement Amount - $156,341.45 Litigation Expenses) x 25% = $7,260,914.63.\n\n 49\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 55 of 64\n\n\n\n\ncomparable securities class actions and in other class actions involving significant contingency fee\n\nrisk, in this Circuit and elsewhere. Moreover, due to ongoing work in this Action for which no\n\nadditional compensation will be requested, the multiplier will be smaller by the time the case\n\nconcludes.\n\n 130. Plaintiffs\u2019 Counsel\u2019s attorneys\u2019 and professional support staff\u2019s rates have been\n\naccepted as reasonable by other courts when performing a lodestar cross-check, both within the\n\nSecond Circuit and throughout the country. See, e.g., Donley v. Live Nation Ent., Inc., 2025 WL\n\n2490531, at *2 (C.D. Cal. Aug. 28, 2025) (granting 30% fee, with lodestar cross-check\n\nincorporating GPM\u2019s 2025 rates); In re Tenaris S.A. Sec. Litig., 2024 WL 1719632, at *10\n\n(E.D.N.Y. Apr. 22, 2024) (granting 33 1/3% fee, and noting that GPM\u2019s 2023 \u201cbilling rates . . . are\n\ncomparable to peer law firms in recent years\u201d); In re Lyft Inc. Sec. Litig., 2023 WL 5068504, at\n\n*12 (N.D. Cal. Aug. 7, 2023) (B&L\u2019s then-current hourly rates were \u201cin line with prevailing rates\n\nin this district for personnel of comparable experience, skill, and reputation\u201d); Davis v. Yelp, Inc.,\n\n2023 WL 3063823, at *2 (N.D. Cal. Jan. 27, 2023) (granting 33.3% fee, with lodestar cross-check\n\nincorporating H&H and GPM\u2019s then-current rates); Lea v. Tal Education Group, 2021 WL\n\n5578665, at *12 (S.D.N.Y. Nov. 30, 2021) (granting 33 1/3% fee, and finding GPM\u2019s 2021 rates\n\n\u201ccomparable to peer plaintiffs and defense-side law firms litigating matters of similar magnitude\u201d).\n\n 131. Additionally, the rates billed by Plaintiffs\u2019 Counsel (ranging from $535-$900 per\n\nhour for non-partner attorneys and $900-$1,290 per hour for partners) are comparable to peer\n\nplaintiff and defense firms litigating matters of similar magnitude. See Ex. 22 (table of peer\n\nplaintiff and defense law firm billing rates).\n\n 132. Throughout this case, Plaintiffs\u2019 Counsel have devoted substantial time to the\n\nprosecution of the Action, as detailed above. We maintained control of, and monitored the work\n\n\n\n 50\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 56 of 64\n\n\n\n\nperformed by, lawyers and other personnel on this case. We personally devoted substantial time\n\nto this case and were directly involved in numerous aspects of the litigation including, inter alia,\n\ndrafting or editing Plaintiffs\u2019 complaints, opposition to the motion to dismiss, and other court\n\nfilings, engaging with counsel for Defendants on a variety of matters, participating in the mediation\n\nand Settlement negotiations, and conducting the interview of a senior Spirit employee in\n\nconnection with the settlement-related discovery process. Other experienced attorneys at our firms\n\nwere also closely involved in various aspects of the litigation including research, briefing,\n\nsettlement and related discovery, and other matters. Other professional support staff worked on\n\nmatters appropriate to their skill and experience level. We also worked with additional Plaintiffs\u2019\n\nCounsel, B&L and Cruz, to coordinate their provision of services to Plaintiffs and the Settlement\n\nClass, including communications with Plaintiffs, research in support of Plaintiffs\u2019 opposition to\n\nDefendants\u2019 motion to dismiss, and assistance with the settlement, related informal discovery, and\n\nthe approval process. See Ex. 21 at \u00b62. Throughout the litigation, we worked to ensure that\n\nPlaintiffs\u2019 Counsel maintained an appropriate level of staffing that avoided unnecessary\n\nduplication of effort and ensured the efficient prosecution of this litigation.\n\n 2. The Magnitude And Complexity Of The Action\n\n 133. As detailed in the Fee Memorandum, securities class action cases are known for\n\ntheir complexity. This case was no different. As detailed above, this Action presented complex\n\nissues, including the need for Plaintiffs\u2019 Counsel to research and understand, among other things,\n\nSpirit\u2019s manufacturing and quality control processes, and the particular defects at issue, as well as\n\nnumerous legal issues raised in Defendants\u2019 motion to dismiss and that Plaintiffs would face at\n\nclass certification, summary judgment, and trial. To gain the necessary understanding, Plaintiffs\u2019\n\nCounsel, inter alia, conducted extensive research of publicly available information concerning\n\n\n\n 51\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 57 of 64\n\n\n\n\nSpirit, consulted with an investigator to locate and interview former Spirit employees with relevant\n\nknowledge, and consulted with experts regarding loss causation and damages. See supra Section\n\nII.\n\n 134. Moreover, the magnitude of this high-stakes litigation is clearly shown by the\n\nsignificant damages at issue. Plaintiffs\u2019 Counsel, in consultation with a damages expert, estimate\n\ntotal maximum possible damages of $1.5 billion, and reasonably recoverable damages of $1.0\n\nbillion under an approach that takes into account confounding information released on certain\n\nalleged corrective disclosure dates.\n\n 3. The Significant Risks Borne By Plaintiffs\u2019 Counsel\n\n 135. This prosecution was undertaken by Plaintiffs\u2019 Counsel on an entirely contingent\n\nbasis. From the outset, this Action was a difficult and highly uncertain securities case, facing\n\nnumerous substantial risks (see supra Section III). There was no guarantee that Plaintiffs\u2019 Counsel\n\nwould ever be compensated for the substantial investment of time and money the case would\n\nrequire. In undertaking that responsibility, Plaintiffs\u2019 Counsel were obligated to ensure that\n\nsufficient resources were dedicated to the prosecution of the Action, that funds were available to\n\ncompensate attorneys and staff, and that the considerable litigation costs required by a case like\n\nthis one were covered. Thus, the financial burden on contingent-fee counsel is far greater than on\n\na firm that is paid on an ongoing basis. Indeed, Plaintiffs\u2019 Counsel received no compensation\n\nduring the course of the Action and incurred $146,341.45 in out-of-pocket litigation-related\n\nexpenses in prosecuting the Action.\n\n 136. Additionally, Plaintiffs\u2019 Counsel faced risk in bringing and prosecuting this action\n\nbased on the limited publicly available information concerning the events at issue. Defendants\n\nmade no admission of wrongdoing, and there were no published findings of fact from a\n\n\n\n 52\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 58 of 64\n\n\n\n\ngovernmental investigation, or similar sources of public information that could be relied on to\n\nshow the falsity of Defendants\u2019 statements at the outset of the case. As detailed above (see supra\n\nSection VI.A.1), Plaintiffs\u2019 Counsel developed, alleged, and argued their claims based largely on\n\nthe results of their independent investigation and interviews with former Spirit employees. Because\n\nthis is a securities fraud class action, Plaintiffs\u2019 Counsel had no ability to gain information through\n\ndiscovery from Defendants or third-party subpoenas, due to the PSLRA\u2019s automatic discovery stay\n\nprior to resolution of Defendants\u2019 motion to dismiss.\n\n 137. Moreover, despite the most vigorous and competent of efforts, success in\n\ncontingent-fee litigation like this Action is never assured. As discussed above (see supra Section\n\nIII.E), Lead Counsel know from experience that the commencement of a class action does not\n\nguarantee a recovery. On the contrary, it takes hard work and diligence by skilled counsel to\n\ndevelop the facts and theories that are needed to sustain a complaint or win at trial, or to induce\n\nsophisticated defendants to engage in serious settlement negotiations at meaningful levels.\n\n 4. The Quality Of Representation, Including The Result Obtained, The\n Experience And Expertise Of Lead Counsel, And The Standing And\n Caliber Of Defendants\u2019 Counsel\n\n 138. As demonstrated by the firms\u2019 respective r\u00e9sum\u00e9s, attached to Exhibits 19-C, 20-\n\nC, and 21-C, Plaintiffs\u2019 Counsel are highly experienced and skilled law firms that focus their\n\npractices on securities class action litigation. We believe Plaintiffs\u2019 Counsel\u2019s substantial\n\nexperience provided advantages to the Settlement Class throughout this litigation, and valuable\n\nleverage in the settlement negotiations.\n\n 139. Additionally, the quality of the work performed by Plaintiffs\u2019 Counsel in obtaining\n\nthe Settlement should also be evaluated in light of the quality of the opposition. Here, Defendants\n\nwere represented by Cravath Swaine & Moore LLP, one of the most well-known and respected\n\n\n\n 53\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 59 of 64\n\n\n\n\nlaw firms in the nation, with particular strength and expertise in securities litigation. As stated on\n\nCravath\u2019s website, the firm\u2019s securities litigation practice has received numerous accolades:\n\n Repeatedly named \u2018Securities Practice Group of the Year\u2019 by Law360, most\n recently in 2024, as well as \u2018Securities Litigation Firm of the Year\u2019 by Benchmark\n Litigation, our securities litigation practice has been consistently ranked in the top\n tier by Benchmark Litigation, Chambers USA, The Legal 500 US and Best Lawyers\n Best Law Firms. The Firm was awarded New York Law Journal\u2019s overall\n \u2018Litigation Department of the Year\u2019 three times in the past six years, and the\n publication also has honored the Firm as \u2018Class Action Litigation Department of\n the Year\u2019 and \u2018Finance Litigation Department of the Year\u2019.\n\nAvailable at https://www.cravath.com/practices/practices/litigation/securities-litigation.html (last\n\nvisited Oct. 16, 2025).\n\n 140. Here, Cravath vigorously represented the interests of its clients throughout this\n\nAction, for example raising substantial and thoroughly-researched arguments in their motions to\n\ndismiss and mediation statement, and throughout the Parties\u2019 settlement negotiations. In the face\n\nof this experienced and formidable opposition, Plaintiffs\u2019 Counsel were able to develop a case that\n\nwas sufficiently strong to nonetheless persuade Defendants to settle the case on terms that we\n\nbelieve were favorable to the Settlement Class.\n\n 5. The Requested Fee In Relation To The Settlement\n\n 141. Lead Counsel is requesting, on behalf of all Plaintiffs\u2019 Counsel, fees in the amount\n\nof 25% of the Settlement Fund (which, by definition, includes interest accrued thereon) net of\n\nLitigation Expenses. Based on the $156,341.45 of Litigation Expenses requested by Lead Counsel\n\n(see infra Section VI.B) the requested fee equates to $7,260,914.63 before the addition of interest.\n\n 142. We believe that the amount of the fee requested in relation to the $29.2 million\n\nSettlement Amount is fair and reasonable. See Fee Memorandum \u00a7\u00a7 II.C-D. It is also below the\n\namount set forth in the Notice, which informed the Settlement Class that Lead Counsel would\n\napply for an attorneys\u2019 fee award of up to 30% of the Settlement Fund (i.e., $8.76 million before\n\n 54\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 60 of 64\n\n\n\n\nthe addition of interest). Lead Counsel, however, seeks the lesser amount of 25% of the Settlement\n\nFund net of Litigation Expenses, in recognition of the lodestar crosscheck and the stage at which\n\nthis Action settled.\n\n 143. In addition, the median attorneys\u2019 fee awarded in securities class actions with\n\nsettlements of a similar magnitude is 25%, which further supports Lead Counsel\u2019s fee request. See\n\nEx. 1 (NERA Report) at p. 30 (from 1996 to 2024, the median attorneys\u2019 fee award for settlements\n\nbetween $25 million and $100 million was 25%).\n\n 6. The Reaction Of The Settlement Class Supports Lead Counsel\u2019s Fee\n Request\n\n 144. As noted above, as of December 5, 2025, direct notice of the Settlement has been\n\nprovided to 209,273 potential Settlement Class Members and Nominees. Mejia Decl. \u00b611. To\n\ndate, no objections to the 30% maximum potential attorneys\u2019 fee request set forth in the Postcard\n\nNotice and in the Notice have been received by Lead Counsel or entered on this Court\u2019s docket.\n\n 7. Plaintiffs Support Lead Counsel\u2019s Fee Request\n\n 145. As set forth in the declarations submitted by Plaintiffs Hang Li, Marco Amiotti, and\n\nMike Drumright, Plaintiffs have concluded that Lead Counsel\u2019s requested fee is fair and\n\nreasonable based on the work performed, the recovery obtained for the Settlement Class, and the\n\nrisks of the Action. See Ex. 2 (\u201cLi Decl.\u201d) \u00b6\u00b69-11; Ex. 3 (\u201cDrumright Decl.\u201d) \u00b6\u00b69-11; Ex. 4\n\n(\u201cAmiotti Decl.\u201d) \u00b6\u00b69-11. Plaintiffs\u2019 endorsement of Lead Counsel\u2019s fee request supports the\n\nreasonableness of the request and should be given weight in the Court\u2019s consideration of the fee\n\naward.\n\n B. Reimbursement Of The Requested Litigation Expenses Is Fair And\n Reasonable\n\n 146. Lead Counsel, on behalf of all Plaintiffs\u2019 Counsel, seeks a total of $156,341.45 in\n\nLitigation Expenses to be paid from the Settlement Fund. This amount includes: $146,341.45 in\n\n 55\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 61 of 64\n\n\n\n\nout-of-pocket expenses reasonably and necessarily incurred by Plaintiffs\u2019 Counsel in connection\n\nwith commencing, litigating, and settling the claims asserted in the Action; as well as a total of\n\n$10,000 to the Plaintiffs ($5,000 to Lead Plaintiff Hang Li, and $2,500 each to the additional\n\nnamed Plaintiffs Marco Amiotti and Mike Drumright), pursuant to 15 U.S.C. \u00a7 78u-4(a)(4) for\n\ntheir reasonable costs (including lost wages) directly incurred in connection with their\n\nrepresentation of the Settlement Class. See Li Decl., \u00b6\u00b612-13; Amiotti Decl., \u00b6\u00b612-13; Drumright\n\nDecl., \u00b6\u00b612-13.\n\n 147. Lead Counsel, on behalf of all Plaintiffs\u2019 Counsel, are seeking reimbursement of a\n\ntotal of $146,341.45 in out-of-pocket costs and expenses. The following is a combined breakdown\n\nby category of all expenses incurred by Plaintiffs\u2019 Counsel:\n\n CATEGORY OF EXPENSE AMOUNT\n COURIER AND SPECIAL POSTAGE $83.04\n COURT FILING FEES $1,204.00\n DOCUMENT MANAGEMENT (E-DISCOVERY) $3,720.52\n EXPERTS - ECONOMETRIC (LOSS CAUSATION,\n DAMAGES, PLAN OF ALLOCATION) $35,240.00\n PRIVATE INVESTIGATORS $21,361.00\n MEDIATORS $42,710.00\n ONLINE RESEARCH $17,893.81\n PHOTOIMAGING $475.33\n PRESS RELEASE $227.50\n SERVICE OF PROCESS $554.14\n TRANSCRIPTS $56.70\n TRAVEL AIR & TRAIN FARE $9,393.79\n TRAVEL AUTO $795.85\n TRAVEL HOTEL (INCLUDING CONFERENCE ROOMS\n FOR MEDIATION) $10,779.47\n TRAVEL MEALS (INCLUDING CATERING FOR\n MEDIATION) $1,696.31\n TRAVEL PARKING $149.99\n GRAND TOTAL $146,341.45\n\n\n\n\n 56\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 62 of 64\n\n\n\n\n 148. Expenses incurred by GPM, H&H and B&L are set forth in the accompanying\n\ndeclarations of each firm. See Exs. 19-21.\n\n 149. The Notice and Postcard Notice informed potential Settlement Class Members that\n\nLead Counsel would be seeking reimbursement of Litigation Expenses in an amount not to exceed\n\n$213,000. The $156,341.45 requested by Lead Counsel on behalf of all Plaintiffs\u2019 Counsel and\n\nPlaintiffs, falls well below that amount. To date, no objections have been raised as to the maximum\n\namount of expenses set forth in the Notice and Postcard Notice.\n\n 150. From the beginning of the case, Lead Counsel were aware that they might not\n\nrecover their out-of-pocket expenses. Lead Counsel also understood that, even assuming the case\n\nwas ultimately successful, reimbursement for expenses would not compensate them for the\n\ncontemporaneous lost use of funds advanced to prosecute this Action. Accordingly, Lead Counsel\n\nwere motivated to, and did, take steps to assure that only necessary expenses were incurred for the\n\nvigorous and efficient prosecution of the case.\n\n 151. The largest component of expenses, $42,710.00, or approximately 29% of the total\n\nout of pocket expenses, was expended on mediation fees for the services Judge Phillips and his\n\nfirm provided.\n\n 152. Additionally, Plaintiffs\u2019 Counsel paid $35,240.00, or approximately 24% of the\n\ntotal out of pocket expenses, for the retention of experts in loss causation and damages, in\n\nconnection with Plaintiffs\u2019 Counsel\u2019s research for the drafting of their complaints, the mediation\n\nprocess, and the drafting of the proposed Plan of Allocation\n\n 153. Another large component of expenses, $21,361.00, or approximately 15% of the\n\ntotal out of pocket expenses, was expended on the retention of an investigator who located relevant\n\n\n\n\n 57\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 63 of 64\n\n\n\n\nformer Spirit employees, conducted initial interviews, and assisted Plaintiffs\u2019 Counsel with further\n\ninterviews.\n\n 154. The other litigation expenses for which Lead Counsel seek reimbursement are the\n\ntypes of expenses that are necessarily incurred in litigation and routinely charged to clients billed\n\nby the hour. These litigation expenses included, among other things, use of an online discovery\n\nplatform, travel-related expenses, conference room rental for the Parties\u2019 mediation, and the cost\n\nof on-line legal research.\n\n 155. Finally, as stated above, Plaintiffs seek reimbursement, pursuant to 15 U.S.C. \u00a7\n\n78u-4(a)(4), of their reasonable costs (including lost wages) directly incurred in connection with\n\ntheir representation of the Settlement Class, in the total amount of $10,000 (comprised of $5,000\n\nto Lead Plaintiff Hang Li, and $2,500 each to the additional named Plaintiffs Marco Amiotti and\n\nMike Drumright). See Ex. 2 (Li Decl.), \u00b6\u00b612-13; Ex. 3 (Drumright Decl.), \u00b6\u00b612-13; Ex. 4 (Amiotti\n\nDecl.), \u00b6\u00b612-13. Plaintiffs worked with Plaintiffs\u2019 Counsel throughout the pendency of this\n\nAction. For example, Plaintiffs: (a) regularly communicated with counsel regarding the posture\n\nand progress of the case; (b) reviewed significant documents filed in the Action; (c) produced\n\ntrading records to counsel; (d) consulted with Plaintiffs\u2019 Counsel regarding the mediation and\n\nsettlement negotiations; and (e) evaluated and approved the proposed Settlement. See Ex. 2 (Li\n\nDecl.), \u00b65; Ex. 3 (Drumright Decl.), \u00b65; Ex. 4 (Amiotti Decl.), \u00b65.\n\n 156. To date, no objections to the Litigation Expenses have been filed on the Court\u2019s\n\ndocket or received by Lead Counsel. In our opinion, the Litigation Expenses incurred by Plaintiffs\u2019\n\nCounsel and Plaintiffs were reasonable and necessary to represent the Settlement Class and achieve\n\nthe Settlement.\n\n\n\n\n 58\n\f Case 1:23-cv-03722-PAE Document 72 Filed 12/12/25 Page 64 of 64\n\n\n\n\nVII. CONCLUSION\n\n 157. For all the reasons set forth above, we submit that the Settlement and Plan of\n\nAllocation should be approved as fair, reasonable, and adequate. We further submit that the\n\nrequested attorneys\u2019 fee in the amount of 25% of the Settlement Fund net of Litigation Expenses\n\nshould be approved as fair and reasonable, and the request for reimbursement of $156,341.45 in\n\nLitigation Expenses, including the requested awards of $10,000 total for Plaintiffs\u2019 costs, should\n\nalso be approved.\n\n We declare under penalty of perjury under the laws of the United States of America that\n\nthe foregoing is true and correct.\n\n\n\n\n Executed this 12th day of December, 2025, at Wilmington, North Carolina.\n\n\n s/ Garth Spencer\n GARTH SPENCER\n\n\n\n Executed this 12th day of December, 2025, at Atlanta, Georgia.\n\n\n s/ Corey D. Holzer\n COREY D. HOLZER\n\n\n\n\n 59\n\f","ocr_status":2,"date_upload":"2025-12-30T06:41:02.514581-08:00","document_number":"72","attachment_number":null,"pacer_doc_id":"127038727184","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Declaration in Support of Motion","acms_document_guid":""}],"date_created":"2025-12-12T19:11:29.011377-08:00","date_modified":"2026-06-30T06:43:48.307995-07:00","date_filed":"2025-12-12","time_filed":"20:30:11","entry_number":72,"recap_sequence_number":"2025-12-12.005","pacer_sequence_number":251,"description":"DECLARATION of Garth Spencer & Corey D. Holzer in Support re: 70 MOTION for Attorney Fees and Reimbursement of Litigation Expenses., 68 MOTION for Settlement Unopposed Motion for Final Approval of Class Action Settlement and Plan of Allocation.. Document filed by Marco Amiotti, Mike Drumright, Hang Li. (Attachments: # 1 Exhibit 1 - NERA Excerpts, # 2 Exhibit 2 - Declaration, # 3 Exhibit 3 - Declaration, # 4 Exhibit 4 - Declaration, # 5 Exhibit 5 - Declaration, # 6 Exhibit 6 - Truist Analyst Notes, # 7 Exhibit 7 - Wolfe Analyst Notes, # 8 Exhibit 8 - JP Morgan Analyst Notes, # 9 Exhibit 9 - Jefferies Analyst Notes, # 10 Exhibit 10 - Transcript, # 11 Exhibit 11 - Morgan Stan. Analyst Notes, # 12 Exhibit 12 - RBC Analyst Notes, # 13 Exhibit 13 - Susquehanna Analyst Notes, # 14 Exhibit 14 - TD Cowen Analyst Notes, # 15 Exhibit 15 - Transcript, # 16 Exhibit 16 - Jefferies Analyst Notes, # 17 Exhibit 17 - Declaration, # 18 Exhibit 18 - Cases Second Circuit, # 19 Exhibit 19 - Declaration, # 20 Exhibit 20 - Declaration, # 21 Exhibit 21 - Declaration, # 22 Exhibit 22 - Billing Rates Table, # 23 Exhibit 23 - Transcript, # 24 Exhibit 24 - Fee Order, # 25 Exhibit 25 - Fee Order, # 26 Exhibit 26 - Fee Order, # 27 Exhibit 27 - Fee Order, # 28 Exhibit 28 - Fee Order, # 29 Exhibit 29 - Fee Order, # 30 Exhibit 30 - Fee Order, # 31 Exhibit 31 - Fee Order, # 32 Exhibit 32 - Fee Order, # 33 Exhibit 33 - Spirit 10-Q Excerpts).(Spencer, Garth) (Entered: 12/12/2025)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/447109661/","id":447109661,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/67319295/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/461851240/","id":461851240,"tags":[],"absolute_url":"/docket/67319295/68/li-v-spirit-aerosystems-holdings-inc/","date_created":"2025-12-12T17:08:46.301162-08:00","date_modified":"2026-06-30T06:43:48.078911-07:00","sha1":"0e8fb7d5de5470766332b91ac190d4ab6577ca88","page_count":4,"file_size":161509,"filepath_local":"recap/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.68.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.nysd.598229/gov.uscourts.nysd.598229.68.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:23-cv-03722-PAE Document 68 Filed 12/12/25 Page 1 of 4\n\n\n\n\n UNITED STATES DISTRICT COURT\n SOUTHERN DISTRICT OF NEW YORK\n\n\n\nHANG LI, Individually and on Behalf of Case No. 1:23-cv-03722-PAE\nAll Others Similarly Situated,\n\n Plaintiff,\n\n v.\n\nSPIRIT AEROSYSTEMS HOLDINGS,\nINC., TOM GENTILE III, and MARK J.\nSUCHINSKI,\n\n Defendants.\n\n\n\nNOTICE OF MOTION AND UNOPPOSED MOTION FOR FINAL APPROVAL OF\n CLASS ACTION SETTLEMENT AND PLAN OF ALLOCATION\n\f Case 1:23-cv-03722-PAE Document 68 Filed 12/12/25 Page 2 of 4\n\n\n\n\n TO THE CLERK OF THE COURT AND ALL PARTIES AND THEIR\n\nATTORNEYS OF RECORD HEREIN:\n\n PLEASE TAKE NOTICE that, pursuant to the Court\u2019s Order Preliminarily Approving\n\nSettlement and Providing for Notice (ECF No. 67), on January 16, 2026, at 10:00 a.m., before the\n\nHonorable Paul A. Engelmayer in Courtroom 1305 at the Thurgood Marshall United States\n\nCourthouse, 40 Foley Square, New York, NY 10007, Court-appointed lead plaintiff Hang Li\n\n(\u201cLead Plaintiff\u201d) and named plaintiffs Mike Drumright and Marco Amiotti (together with Lead\n\nPlaintiff, \u201cPlaintiffs\u201d), will and hereby do move the Court to: (1) grant final approval of the\n\nSettlement in the above-captioned action on the terms set forth in the Stipulation and Agreement\n\nof Settlement dated August 4, 2025 (\u201cStipulation\u201d; ECF No. 64-1); and (2) approve the proposed\n\nPlan of Allocation for distribution of the Net Settlement Fund. 1\n\n This motion is based on this Notice of Motion; the Memorandum of Law in support thereof;\n\nthe Joint Declaration of Garth Spencer and Corey D. Holzer in Support of: (I) Lead Plaintiffs\u2019\n\nUnopposed Motion for Final Approval of Class Action Settlement and Plan of Allocation; and (II)\n\nLead Counsel\u2019s Motion for an Award of Attorneys\u2019 Fees and Reimbursement of Litigation\n\nExpenses; all exhibits thereto; all pleadings and papers filed herein; arguments of counsel; and any\n\nother matters properly before the Court. Defendants do not oppose this motion. 2\n\n\n\n\n1\n Unless otherwise defined, all capitalized terms used herein have the meanings ascribed to them\nin the Stipulation.\n2\n Proposed Orders granting the requested relief will be submitted with Lead Counsel\u2019s reply papers\nafter the deadlines for objecting to the motion or requesting exclusion have passed.\n\n 2\n\f Case 1:23-cv-03722-PAE Document 68 Filed 12/12/25 Page 3 of 4\n\n\n\n\nDated: December 12, 2025 GLANCY PRONGAY & MURRAY LLP\n\n By: /s/ Garth Spencer\n Robert V. Prongay\n Joseph D. Cohen (pro hac vice)\n Garth Spencer (GS-7623)\n 1925 Century Park East, Suite 2100\n Los Angeles, CA 90067\n Telephone: (310) 201-9150\n Facsimile: (310) 201-9160\n rprongay@glancylaw.com\n jcohen@glancylaw.com\n gspencer@glancylaw.com\n\n Gregory B. Linkh (GL-0477)\n 230 Park Ave., Suite 358\n New York, NY 10169\n Telephone: (212) 682-5340\n Facsimile: (212) 884-0988\n glinkh@glancylaw.com\n\n HOLZER & HOLZER, LLC\n Corey D. Holzer (pro hac vice)\n 211 Perimeter Center Parkway, Suite 1010\n Atlanta, Georgia 30346\n Telephone: (770) 392-0090\n Facsimile: (770) 392-0029\n cholzer@holzerlaw.com\n\n Lead Counsel for Plaintiffs and the Settlement Class\n\n BLOCK & LEVITON LLP\n Jeffrey C. Block (JCB-0387)\n Jacob Walker (pro hac vice)\n 260 Franklin Street, Suite 1860\n Boston, MA 02110\n (617) 398-5600 phone\n (617) 507-6020 fax\n jeff@blockleviton.com\n jake@blockleviton.com\n\n Additional Counsel for Plaintiffs\n\n\n\n\n 3\n\f Case 1:23-cv-03722-PAE Document 68 Filed 12/12/25 Page 4 of 4\n\n\n\n\n CERTIFICATE OF SERVICE\n\n I hereby certify that the foregoing document was electronically filed with the Clerk of\n\nCourt via the CM/ECF system, which will send Notice of such filing to all counsel of record.\n\nDated: December 12, 2025 /s/ Garth Spencer\n Garth Spencer\n\f","ocr_status":2,"date_upload":"2025-12-30T06:35:42.562749-08:00","document_number":"68","attachment_number":null,"pacer_doc_id":"127038727116","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Settlement","acms_document_guid":""}],"date_created":"2025-12-12T17:08:46.175357-08:00","date_modified":"2026-06-30T06:43:48.048108-07:00","date_filed":"2025-12-12","time_filed":"20:02:30","entry_number":68,"recap_sequence_number":"2025-12-12.001","pacer_sequence_number":241,"description":"MOTION for Settlement Unopposed Motion for Final Approval of Class Action Settlement and Plan of Allocation. Document filed by Marco Amiotti, Mike Drumright, Hang Li..(Spencer, Garth) (Entered: 12/12/2025)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=67319295&page_size=40"}