National Holdings Merger Settlement: $4,350,000 Cash

Who is included in the settlement Class?

• The Class includes record holders and beneficial owners of National common stock who owned shares at any time from February 9 through February 25, 2021, as long as their shares were exchanged for $3.25 per share in the merger tender offer.
• The notice excludes Michael Mullen, B. Riley Financial/BRC Group Holdings, Bryant Riley, certain immediate family members, controlled entities, and successors-in-interest of those excluded parties.
• This is a non-opt-out class. If you are a Class Member, you cannot exclude yourself from the settlement.

What do I need to do to seek a payment?

• You must submit a valid Proof of Claim and Release Form to seek a payment.
• You may mail the form or submit it online, following the form’s instructions.
• A mailed form must be postmarked by December 16, 2026. An online form must be received by that date.

What proof do I need with my claim?

• The notice does not list the exact records required.
• It says to include every document requested by the Proof of Claim form. Read that form carefully before filing your claim.
• Signing the form alone is not described as enough; the form also calls for the documents it requests.

How much might I receive?

• The settlement amount is $4.35 million plus interest earned while it is held.
• The actual fund available for claim payments will be reduced by taxes, notice and administration costs, Court-approved attorneys’ fees and expenses, and other Court-approved costs.
• Eligible claimants will share the remaining fund based on their stock holdings. The notice estimates an average of about $0.60 per share before those deductions, but the final amount can be more or less depending on the number and size of valid claims.
• No distribution will be made if a claimant’s calculated amount is less than $10.

When would payments be sent?

• A payment cannot be distributed unless the Court approves both the settlement and a plan for allocating the fund.
• The notice also says the period for any petition for rehearing, appeal, or review must expire first.
• The notice does not give a specific payment date.

What happens if I do nothing?

• You will not receive a payment from the settlement fund.
• You will still be bound by the settlement’s terms, including its release of covered merger-related claims if the settlement becomes effective.

How do I object?

• You may object to the settlement, the proposed payment-allocation plan, or the requested fees and expenses.
• To object, the notice requires you to file a written objection with the Register in Chancery, serve it on Class Counsel and Defendant’s Counsel, and email a copy to the listed email addresses by November 2, 2026.
• Your objection must include your contact information, signature, specific reasons and support for the objection, and records proving you are a Class Member. The notice says acceptable ownership proof is brokerage statements or an authorized broker statement with the required transaction and holding information.

Do I need to attend the settlement hearing, and can I speak there?

• The hearing is scheduled for November 16, 2026, at 11:00 a.m.
• It may take place at the Delaware Court of Chancery in Wilmington or remotely by Zoom, at the Court’s discretion.
• You do not need to attend to seek a payment. If you want to speak against the settlement at the hearing, you must first make a timely written objection and also file and serve a notice of appearance by November 2, 2026.

What legal rights would I give up if the settlement is approved?

• If the settlement becomes effective, Class Members will release covered claims against the listed released parties that arise from or relate to the merger, the merger agreement, merger consideration, merger disclosures, and related conduct.
• The release does not include the right to enforce the settlement, properly perfected Delaware appraisal claims, or claims concerning National misrepresentations or omissions unrelated to the merger and the other listed merger-related matters.

How could attorneys’ fees affect the fund?

• Class Counsel plans to request up to 30% of the settlement fund for attorneys’ fees and litigation expenses.
• That request may include an incentive award of up to $10,000 for the Plaintiff, paid out of the fee and expense award rather than in addition to it.
• The Court will decide the amount. These amounts, if awarded, come from the settlement fund; Class Members are not personally responsible for them.