UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
NASHVILLE DIVISION
In re SHOALS TECHNOLOGIES GROUP, INC. ) Civil Action No. 3:24-cv-00334
SECURITIES LITIGATION )
Judge Waverly D. Crenshaw, Jr.
)
Magistrate Judge Barbara D. Holmes
)
This Document Relates To: ) CLASS ACTION
ALL ACTIONS )
) DEMAND FOR JURY TRIAL
NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION
TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED SHOALS TECHNOLOGIES
GROUP, INC. (“SHOALS” OR THE “COMPANY”) COMMON STOCK BETWEEN MAY 16, 2022, AND MAY 7, 2024,
INCLUSIVE (THE “CLASS PERIOD”), INCLUDING PURCHASERS OF SHOALS COMMON STOCK IN SHOALS’
DECEMBER 2022 SECONDARY PUBLIC OFFERING
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY
PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED
TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF
THE SETTLEMENT PROCEEDS, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND RELEASE FORM (“PROOF OF
CLAIM”) POSTMARKED OR SUBMITTED ONLINE (AT WWW.SHOALSSECURITIESSETTLEMENT.COM) ON OR
BEFORE AUGUST 25, 2026.
THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER SOLICITATION.
This Notice of Pendency and Proposed Settlement of Class Action (“Notice”) has been issued pursuant to Rule 23 of
the Federal Rules of Civil Procedure and an Order of the United States District Court for the Middle District of Tennessee
(the “Court”). The purpose of this Notice is to inform you of: (i) the pendency of this class action (the “Litigation”) between
Erste Asset Management GmbH and Kissimmee Utility Authority Employees’ Retirement Plan (“Plaintiffs”) and Shoals,
Jason R. Whitaker, Jeffery Tolnar, Kevin Hubbard, Dominic Bardos, Brad Forth, Peter Wilver, Ty Daul, Toni Volpe, Lori
Sundberg, Jeanette Mills, Robert Julian, Brandon Moss, Dean Solon (the “Individual Defendants”), J.P. Morgan Securities
LLC, Guggenheim Securities, LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Goldman Sachs & Co. LLC, Barclays
Capital Inc., Credit Suisse Securities (USA) LLC, Cowen and Company, LLC, Oppenheimer & Co. Inc., Piper Sandler & Co.,
Roth Capital Partners, LLC, Johnson Rice & Company L.L.C., and Northland Securities, Inc. (the “Underwriter Defendants”)
(collectively, “Defendants”); (ii) the proposed $70 million cash settlement reached therein (the “Settlement”); and (iii) the
hearing (the “Settlement Hearing”) to be held by the Court to consider the fairness, reasonableness, and adequacy of the
Settlement, as set forth in the Stipulation and Agreement of Settlement, dated April 28, 2026 (the “Stipulation”), by and
between Plaintiffs and Defendants (the “Parties” or “Settling Parties”). This Notice describes what steps you may take in
relation to the Settlement and this class action. 1
This Notice is not intended to be, and should not be construed as, an expression of any opinion by the Court with
respect to the truth of the allegations in the Litigation as to any of the Defendants or the merits of the claims or defenses
asserted by or against the Defendants. This Notice is solely to advise you of the pendency of the Litigation, the proposed
Settlement of the Litigation, and your rights in connection therewith.
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All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation, which is
available on the website www.ShoalsSecuritiesSettlement.com.
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YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT
The only way to be eligible to receive a payment from the Settlement. Proofs of
SUBMIT A PROOF OF CLAIM Claim must be postmarked or submitted online on or before
August 25, 2026.
Get no payment. This is the only option that potentially allows you to ever be
part of any other lawsuit against the Defendants or any other Released
Defendant Parties about the legal claims being resolved by this Settlement.
Should you elect to exclude yourself from the Class you should understand that
EXCLUDE YOURSELF Defendants and the other Released Defendant Parties will have the right to
FROM THE CLASS assert any and all defenses they may have to any claims that you may seek to
assert, including, without limitation, the defense that any such claims are
untimely under applicable statutes of limitations and statutes of repose.
Requests for exclusion must be postmarked or received on or before
September 4, 2026.
Write to the Court about why you do not like the Settlement, the Plan of
Allocation, and/or the request for attorneys’ fees and expenses. You will still be a
OBJECT Member of the Class. Objections must be received by the Court and counsel
on or before September 4, 2026. If you submit a written objection, you may
(but do not have to) attend the Settlement Hearing.
Ask to speak in Court about the fairness of the Settlement, the Plan of Allocation,
GO TO THE SETTLEMENT HEARING
and/or the request for attorneys’ fees and expenses, including awards to
ON SEPTEMBER 28, 2026, AT
Plaintiffs pursuant to 15 U.S.C. §78u-4(a)(4). Requests to speak at the
9:00 A.M., AND FILE A NOTICE
Settlement Hearing must be received by the Court and counsel on or
OF INTENTION TO APPEAR
before September 4, 2026.
Receive no payment. You will, however, still be a Member of the Class, which
means that you give up your right to ever be part of any other lawsuit against the
DO NOTHING Defendants or any other Released Defendant Parties about the legal claims
being resolved by this Settlement and you will be bound by any judgments or
orders entered by the Court in the Litigation.
SUMMARY OF THIS NOTICE
Statement of Class Recovery
Pursuant to the Settlement described herein, a $70 million cash settlement fund has been established. Based on
Plaintiffs’ estimate of the number of allegedly damaged shares eligible to recover under the Settlement, the average
distribution per share of Shoals common stock under the Plan of Allocation is approximately $0.34, before deduction of any
taxes on the income earned on the Settlement Amount, notice and administration costs, and the attorneys’ fees and
expenses as determined by the Court. Class Members should note, however, that this is only an estimate. A Class
Member’s actual recovery will be a proportion of the Net Settlement Fund determined by that claimant’s claim as compared
to the total claims of all Class Members who submit acceptable Proofs of Claim. An individual Class Member may receive
more or less than this estimated average distribution amount. Please see the Plan of Allocation set forth and discussed at
pages 10 through 14 below for more information on the calculation of your claim.
Statement of Potential Outcome of Case
The Settling Parties disagree on both liability and damages and do not agree on the amount of damages that would
be recoverable if the Class prevailed on each or any claim alleged. Defendants deny that they are liable to the Class and
deny that the Class has suffered any damages. The issues on which the Settling Parties disagree are many, but include:
(1) whether Defendants engaged in conduct that would give rise to any liability to the Class under the federal securities laws;
(2) whether Defendants have valid defenses to any such claims of liability; (3) the appropriate economic model for
determining the amount by which the price of Shoals common stock was allegedly artificially inflated (if at all) during the
relevant period; and (4) the amount, if any, by which the price of Shoals common stock was allegedly artificially inflated (if at
all) during the relevant period.
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Statement of Attorneys’ Fees and Expenses Sought
Since the Litigation’s inception, Plaintiffs’ Counsel have expended considerable time and effort in the prosecution of
this Litigation on a wholly contingent basis and have advanced the expenses of the Litigation in the expectation that if they
were successful in obtaining a recovery for the Class, they would be paid from such recovery. Lead Counsel will apply to the
Court, on behalf of all Plaintiffs’ Counsel, for an award of attorneys’ fees not to exceed 30% of the Settlement Amount, plus
expenses not to exceed $650,000, plus interest earned on both amounts at the same rate as earned by the Settlement
Fund. In addition, Plaintiffs may request awards not to exceed $40,000 in the aggregate pursuant to 15 U.S.C. §78u-4(a)(4)
in connection with their representation of the Class. If the amounts requested are approved by the Court, the average cost
per Shoals common share will be approximately $0.11.
Further Information
For further information regarding the Litigation, this Notice, or to review the Stipulation, please contact the Claims
Administrator toll-free at 1-888-808-7136, or visit the website, www.ShoalsSecuritiesSettlement.com.
You may also contact a representative of counsel for the Class: Ellen Gusikoff Stewart, Robbins Geller Rudman &
Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800-449-4900, [email protected], or
Christopher F. Moriarty, Motley Rice LLC, 28 Bridgeside Boulevard, Mount Pleasant, SC 29464, 1-843-216-9000,
[email protected].
Please Do Not Call the Court or Defendants with Questions About the Settlement.
Reasons for the Settlement
Plaintiffs’ principal reason for entering into the Settlement is the benefit to the Class now, without further risk or the
delays inherent in continued litigation. The cash benefit under the Settlement must be considered against the significant risk
that a smaller recovery – or, indeed, no recovery at all – might be achieved after contested motions, trial, and likely appeals,
a process that could last several years into the future. For Defendants, who have denied and continue to deny all allegations
of liability, fault, or wrongdoing whatsoever, the principal reason for entering into the Settlement is to eliminate the
uncertainty, risk, costs, and burdens inherent in any litigation, especially in complex cases such as this Litigation.
Defendants have concluded that further conduct of this Litigation could be protracted and distracting.
BASIC INFORMATION
1. What is the purpose of this Notice?
The Court has directed the issuance of this Notice to inform potential Class Members about the Litigation and the
proposed Settlement and their options in connection therewith before the Court rules on the Settlement. Additionally, Class
Members have the right to understand how this class action lawsuit may generally affect their legal rights.
This Notice explains the class action lawsuit, the Settlement, Class Members’ legal rights in connection with the
Settlement, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the Litigation is the United States District Court for the Middle District of Tennessee, and the
case is known as In re Shoals Technologies Group, Inc. Securities Litigation, Civil Action No. 3:24-cv-00334. The case has
been assigned to the Honorable Waverly D. Crenshaw, Jr. The entities representing the Class are the “Plaintiffs,” and the
companies and individuals they sued and who have now settled are called the “Defendants.”
The issuance of this Notice is not an expression of any opinion by the Court concerning the merits of any claim in
the Litigation, and the Court still has to decide whether to approve the Settlement. If the Court approves the Settlement and
a plan of allocation, then payments to Authorized Claimants will be made after any appeals are resolved and after the
completion of all claims processing. Please be patient, as this process can take some time to complete.
2. What is this lawsuit about?
The Allegations
The Litigation is a securities class action in which Plaintiffs allege that Defendants made materially false and
misleading statements and omissions in certain of Shoals’ SEC filings and other public disclosures. The Complaint asserts
claims under Sections 10(b), 20(a), and 20A of the Securities Exchange Act of 1934 and Sections 11 and 15 of the
Securities Act of 1933.
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Defendants have denied, and continue to deny, each and all of the claims and allegations of wrongdoing, fault, or
liability asserted in the Litigation. Defendants contend, among other things, that the challenged statements were not false or
misleading, that they acted in good faith, and that Plaintiffs did not suffer damages as a result of any alleged conduct. The
Court has not made any determination as to the merits of the claims or defenses in this Litigation. This Notice is not intended
to be an expression or opinion by the Court with respect to the truth of the allegations in the action or the merits of the claims
or defenses asserted. This Notice is solely to advise you of the proposed settlement of this action and your rights in
connection with that settlement.
Procedural History
The Litigation is currently pending before Judge Waverly D. Crenshaw, Jr. in the United States District Court for the
Middle District of Tennessee (the “Court”). The initial complaint in the Litigation was filed on March 21, 2024. On
October 2, 2024, the Court appointed Erste Asset Management GmbH as Lead Plaintiff and Robbins Geller Rudman &
Dowd LLP and Motley Rice LLC as Lead Counsel.
On February 4, 2025, Plaintiffs filed their Amended Consolidated Complaint for Violations of the Federal Securities
Laws (the “Complaint”). On February 18, 2025, Defendants filed their motion to dismiss the Complaint, and Plaintiffs filed
their opposition to the motion on April 21, 2025. Defendants filed their reply brief on June 5, 2025, and a Notice of
Supplemental Authority on July 7, 2025. On July 25, 2025, Plaintiffs filed a response to the Notice of Supplemental Authority.
On September 30, 2025, the Court issued an order granting in part and denying in part the motion to dismiss. Defendants
answered the Complaint on November 13, 2025.
On October 17, 2025, the Parties filed their [Proposed] Joint Case Management Order, and on October 31, 2025
and November 5, 2025, Magistrate Judge Newbern held status conferences with the Parties. On November 11, 2025, the
Parties filed their [Proposed] Revised Joint Initial Case Management Order.
On December 12, 2025, Plaintiffs filed a motion to reassign the Litigation to Judge Campbell, which motion was
granted on December 15, 2025. Judge Campbell held a status conference on January 6, 2026. The case was reassigned to
this Court on March 4, 2026.
Plaintiffs filed their motion for class certification on January 21, 2026. The motion remains pending.
Plaintiffs and Defendants participated in a voluntary confidential mediation session with Miles Ruthberg (of Phillips
ADR), an experienced mediator, on December 3, 2025. The mediation session was preceded by the submission and
exchange of opening and reply mediation statements by both Plaintiffs and Defendants. The Parties engaged in good-faith
negotiations, but did not reach a settlement at the mediation session. A second mediation was held on January 22, 2026,
and a third on February 27, 2026. The Parties exchanged and provided to Mr. Ruthberg additional mediation materials in
advance of the January 22, 2026 session. Following additional settlement discussions with Mr. Ruthberg, on March 9, 2026,
the Parties accepted a mediator’s proposal to settle the Litigation in return for a cash payment of $70 million to be paid by or
on behalf of Defendants for the benefit of the Class, subject to the negotiation of the terms of a negotiated Memorandum of
Understanding that the Parties executed on March 12, 2026, and subject to negotiation of the terms of a stipulation of
settlement and approval by the Court. The Stipulation (together with the Exhibits thereto) reflects the final and binding
agreement among the Settling Parties.
3. Why is there a settlement?
The Court has not decided in favor of Defendants or Plaintiffs. Instead, both sides agreed to the Settlement to avoid
the distraction, costs, and risks of further litigation, and Plaintiffs agreed to the Settlement in order to ensure that Class
Members will receive compensation. Defendants have denied, and continue to deny, each and all of the claims alleged by
Plaintiffs and any allegations of wrongdoing, liability, or damages.
If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of their claims
against Defendants, neither Plaintiffs nor the other Members of the Class would recover anything from Defendants. Also, if
Defendants proved any of their defenses at summary judgment, trial, or on appeal, the Class could recover substantially less
than the amount provided in the Settlement, or nothing at all.
WHO IS IN THE SETTLEMENT
4. How do I know if I am a Member of the Class?
The Court directed that everyone who fits this description is a Class Member: all Persons who purchased or
otherwise acquired Shoals common stock between May 16, 2022, and May 7, 2024, inclusive, including purchasers in
Shoals’ December 2022 secondary public offering, and were allegedly harmed thereby. Excluded from the Class are:
Defendants, the immediate families of the Individual Defendants, the officers and directors of the Company and members of
their immediate families, and the Underwriter Defendants, at all relevant times, and their legal representatives, heirs,
successors, or assigns, and any entity in which Defendants have or had a controlling interest. For the avoidance of doubt,
any “Investment Vehicle” shall not be excluded from the Class. “Investment Vehicle” means any investment company,
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pooled investment fund, or separately managed account (including, but not limited to, mutual fund families, exchange-traded
funds, fund of funds, private equity funds, real estate funds, hedge funds, and employee-benefit plans) in which any
Underwriter Defendant or any of its affiliates has or may have a direct or indirect interest, or as to which any Underwriter
Defendant or any of its affiliates may serve as a fiduciary or act as an investment advisor, general partner, managing
member, or in any other similar capacity (other than where the Underwriter Defendant or any of its affiliates is a majority
owner or holds a majority beneficial interest and only to the extent of such Underwriter Defendants’ or its affiliates’ ownership
or interest); provided, however, that membership in the Class by such entity is limited to transactions in Shoals common
stock made on behalf of, or for the benefit of, Persons other than Persons that are specifically excluded from the Class by
definition. Also excluded from the Class is any Person who properly excludes himself, herself, itself, or themselves from the
Class by submitting a valid and timely request for exclusion.
Please Note: Receipt of this Notice or the Postcard Notice does not mean that you are a Class Member or that you
will be entitled to receive a payment from the Settlement. If you are a Class Member and you wish to be eligible to
participate in the distribution of the proceeds from the Settlement, you are required to submit a Proof of Claim and the
required supporting documentation as set forth therein postmarked or submitted online on or before August 25, 2026.
5. What if I am still not sure if l am included in the Class?
If you are still not sure whether you are included in the Class, you can ask for free help. You can contact the Claims
Administrator toll-free at 1-888-808-7136, or you can fill out and return the Proof of Claim to see if you qualify.
THE SETTLEMENT BENEFITS – WHAT YOU GET
6. What does the Settlement provide?
The Settlement provides that, in exchange for the release of the Released Plaintiffs’ Claims (defined below) and
dismissal of the Litigation, Defendants have agreed to pay or cause to be paid $70 million in cash to be distributed after
Taxes, Tax Expenses, Notice and Administration Expenses, and Court-approved attorneys’ fees and expenses, pro rata, to
Class Members who send in a valid Proof of Claim pursuant to the Court-approved Plan of Allocation and who would receive
at least $10.00. The Plan of Allocation is described in more detail at the end of this Notice.
7. How much will my payment be?
Your share of the Net Settlement Fund will depend on several things, including the total dollar amount of claims
represented by the valid Proofs of Claim that Class Members submit, compared to the dollar amount of your claim, all as
calculated under the Plan of Allocation discussed below.
HOW YOU GET A PAYMENT – SUBMITTING A PROOF OF CLAIM
8. How can I get a payment?
To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim. A Proof of Claim may be
downloaded at www.ShoalsSecuritiesSettlement.com. Read the instructions contained in the Proof of Claim carefully, fill out
the Proof of Claim, include all the documents the form asks for, sign it, and mail (to Shoals Securities Settlement, Claims
Administrator, c/o Verita Global, P.O. Box 301133, Los Angeles, CA 90030-1133) or submit it online at
www.ShoalsSecuritiesSettlement.com so that it is postmarked or received no later than August 25, 2026.
9. When will I get my payment?
The Court will hold a Settlement Hearing on September 28, 2026, at 9:00 a.m., to decide whether to approve the
Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be
resolved, and if so, how long it will take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please
be patient.
10. What am I giving up to get a payment or to stay in the Class?
If you are a Class Member, unless you timely and validly exclude yourself from the Class, you will remain a Class
Member, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or the
Released Defendant Parties about the Released Plaintiffs’ Claims (as defined below) in this Litigation. It also means that all
of the Court’s orders will apply to you and legally bind you. If you remain a Class Member, and if the Settlement is approved,
you will give up all “Released Plaintiffs’ Claims” (as defined below), including “Unknown Claims” (as defined below), against
the “Defendants’ Released Persons” (as defined below):
• “Released Plaintiffs’ Claims” means any and all claims, rights, causes of action, duties,
obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises,
damages and liabilities, whether known or unknown, contingent or non-contingent, indirect or
direct, or suspected or unsuspected, including any claims arising under federal or state statutory
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or common law or any other law, rule or regulation, whether foreign or domestic, that have been
asserted, could have been asserted, or could be asserted in the future against Defendants, and
any and all of their Related Parties, in any forum, that: (i) arise out of, or related in any way to, or
are based upon, the allegations, transactions, acts, facts, events, matters, occurrences,
representations, or omissions that were or could have been involved, set forth, alleged, or
referred to in the Complaint or in any of the prior complaints; and (ii) in any way are based upon
or related to, directly or indirectly, the purchase or sale or other acquisition or disposition, or
holding, of Shoals common stock purchased or otherwise acquired during the Class Period.
Released Plaintiffs’ Claims do not include: (i) any claims related to the enforcement of the
Memorandum of Understanding or this Settlement; (ii) any derivative claims asserted on behalf
of Shoals in In re Shoals Technologies Group, Inc. Derivative Litigation, Case No. 3:24-cv-00615
(M.D. Tenn.) and Gipsman v. Whitaker, et al. (Del. Ch. 2025-1401) (together, the “Derivative
Actions”); (iii) any claims arising out of ERISA; or (iv) any claims of any Person who or which
submits a timely and valid request for exclusion from the Class that is accepted by the Court.
• “Released Defendants’ Claims” means any and all claims and causes of action of every nature and
description whatsoever, including both known claims and Unknown Claims (as defined below),
whether arising under federal, state, common, or foreign law, against the Releasing Plaintiff Parties
(as defined below) that arise out of or relate in any way to the institution, prosecution, or settlement
of the claims against Defendants in the Litigation. Released Defendants’ Claims do not include:
(i) any claims relating to the enforcement of the Memorandum of Understanding or this Settlement;
or (ii) any claims against any Person who or which submits a timely and valid request for exclusion
from the Class that is accepted by the Court.
• “Released Defendant Party” or “Released Defendant Parties” or “Defendants’ Released Persons”
mean any or all of Defendants and/or any or all of their current or former parents, subsidiaries,
predecessors, successors, divisions, investment funds, joint ventures and general or limited
partnerships, and each of their respective current or former officers, directors, trustees, partners,
members, contractors, auditors, principals, agents, managing agents, employees, attorneys,
accountants, representatives, investment bankers, claims administrators, underwriters, insurers in
their capacities as such, as well as each of the Individual Defendants’ immediate family members,
heirs, executors, personal or legal representatives, estates, beneficiaries, predecessors,
successors, and assigns.
• “Releasing Plaintiff Party” or “Releasing Plaintiff Parties” mean Plaintiffs, their respective attorneys,
and all other Class Members, and each and all of their respective current, former, or future parents,
affiliates, subsidiaries, business units, divisions, or controlling shareholders; each and all of their
respective current, former, or future officers, directors, employees, members, managers, partners,
principals, controlling shareholders, agents, advisors, accountants, auditors, insurers, reinsurers,
related entities and attorneys; and the predecessors, successors, estates, estate managers,
assigns, assignees, immediate family members, spouses, heirs, executors, trusts, trustees,
administrators, agents, legal or personal representative of each of them, in their capacities as such.
• “Unknown Claims” means: (a) any and all Released Plaintiffs’ Claims that any of the Releasing
Plaintiff Parties do not know or suspect to exist in his, her, or its favor at the time of the release of
such claims; and (b) any and all Released Defendants’ Claims that any of the Released Defendant
Parties do not know or suspect to exist in his, her, or its favor at the time of the release of such
claims, and including, without limitation, those that, if known by him, her, or it, might have affected
his, her, or its decision(s) with respect to this Settlement. Unknown Claims include, without
limitation, those claims in which some or all of the facts composing the claim may be unsuspected,
undisclosed, concealed, or hidden. With respect to: (a) any and all Released Plaintiffs’ Claims
against the Released Defendant Parties; and (b) any and all Released Defendants’ Claims against
the Releasing Plaintiff Parties, the Settling Parties stipulate and agree that, by operation of the
Judgment, upon the Effective Date, the Settling Parties shall expressly waive, and each Releasing
Plaintiff Party and Released Defendant Party shall be deemed to have, and by operation of the
Judgment shall have expressly waived, any and all provisions, rights, and benefits conferred by
any law of any state or territory of the United States or principle of common law or foreign law, that
is similar, comparable, or equivalent to California Civil Code §1542, which provides:
A general release does not extend to claims that the creditor or releasing
party does not know or suspect to exist in his or her favor at the time of executing
the release and that, if known by him or her, would have materially affected his or
her settlement with the debtor or released party.
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The Settling Parties shall fully, finally, and forever expressly waive any and all provisions, rights, and
benefits conferred by any law of any state or territory of the United States or any other jurisdiction, or
principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542.
The Releasing Plaintiff Parties and Released Defendant Parties acknowledge that they may hereafter
discover facts, legal theories, or authorities in addition to or different from those which he, she, it, or
their counsel now knows or believes to be true with respect to the subject matter of the Released
Plaintiffs’ Claims or Released Defendants’ Claims, but: (a) the Releasing Plaintiff Parties shall
expressly, fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release,
and each Releasing Plaintiff Party shall be deemed to have waived, compromised, settled,
discharged, extinguished, and released, and upon the Effective Date, and by operation of the
Judgment shall have waived, compromised, settled, discharged, extinguished, and released, fully,
finally, and forever, any and all Released Plaintiffs’ Claims against the Released Defendant Parties,
known or unknown, suspected or unsuspected, contingent or non-contingent, accrued or unaccrued,
whether or not concealed or hidden, which now exist, or heretofore have existed, or may hereafter
exist, upon any theory of law or equity now existing or coming into existence in the future, including,
but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any
duty, law, or rule, without regard to the subsequent discovery or existence of such different or
additional facts, legal theories, or authorities; and (b) the Released Defendant Parties shall expressly,
fully, finally, and forever waive, compromise, settle, discharge, extinguish, and release, and each
Released Defendant Party shall be deemed to have waived, compromised, settled, discharged,
extinguished, and released, and upon the Effective Date, and by operation of the Judgment shall
have waived, compromised, settled, discharged, extinguished, and released, fully, finally, and forever,
any and all Released Defendants’ Claims against Plaintiffs, the Class, and Plaintiffs’ Counsel, known
or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or
hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or
coming into existence in the future, including, but not limited to, conduct which is negligent,
intentional, with or without malice, or a breach of any duty, law or rule, without regard to the
subsequent discovery or existence of such different or additional facts, legal theories, or authorities.
The Settling Parties acknowledge, and the Releasing Plaintiff Parties and Released Defendant
Parties shall be deemed by operation of law to have acknowledged, that the foregoing waiver was
separately bargained for and is a key element of the Settlement of which this release is a part.
EXCLUDING YOURSELF FROM THE CLASS
If you do not want to participate in this Settlement, and you want to keep the right to potentially sue Defendants and the
other Released Defendant Parties, on your own, about the claims being released by the Settlement, then you must take steps
to remove yourself from the Class. This is called excluding yourself – or is sometimes referred to as “opting out.” If you are
requesting exclusion from the Class because you want to bring your own lawsuit based on the matters alleged in this Litigation,
you may want to consult an attorney and discuss whether any individual claim that you may wish to pursue would be time-
barred by the applicable statutes of limitation or repose. If timely and valid requests for exclusion exceed a certain amount, as
set forth in a separate confidential agreement between the Settling Parties, Defendants shall have, in their discretion, the option
to terminate the Settlement in accordance with the procedures set forth in the Supplemental Agreement.
11. How do I get out of the Class and the proposed Settlement?
To exclude yourself from the Class and the Settlement, you must send a letter by First-Class Mail stating that you
“request exclusion from the Class in the Shoals Securities Settlement.” Your letter must include your purchases,
acquisitions, and sales of Shoals common stock during the Class Period, including the dates and number of shares of
Shoals common stock you purchased, acquired, and/or sold, and the price paid for each such purchase and acquisition and
received for each such sale. In addition, you must include your name, address, email address, telephone number, and your
signature. You must mail your exclusion request so that it is postmarked or received no later than September 4, 2026, to:
Shoals Securities Settlement
Claims Administrator
c/o Verita Global
EXCLUSIONS
P.O. Box 5100
Larkspur, CA 94977-5100
If you properly exclude yourself, you will not get any payment from the Settlement, and you cannot object to the
Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the
Defendants and the other Released Defendant Parties about the Released Plaintiffs’ Claims in the future, if such claims are
not time-barred.
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12. If I do not exclude myself, can I sue the Defendants and the other Released Defendant Parties for the same
thing later?
No. Unless you exclude yourself from the Class, you give up any rights you may potentially have to sue the
Defendants and the other Released Defendant Parties for any and all Released Plaintiffs’ Claims. If you have a pending
lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude
yourself from the Class in this Litigation to continue your own lawsuit. Remember, the exclusion deadline is
September 4, 2026.
13. If I exclude myself, can I get money from the proposed Settlement?
No. If you exclude yourself from the Class, you should not send in a Proof of Claim to ask for any money from the
Settlement. But you may have the right to potentially sue or be part of a different lawsuit against the Defendants and/or the
other Released Defendant Parties.
THE LAWYERS REPRESENTING YOU
14. Do I have a lawyer in this case?
The Court ordered that the law firms of Robbins Geller Rudman & Dowd LLP and Motley Rice LLC represent the
Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer,
you may hire one at your own expense.
15. How will the lawyers be paid?
Lead Counsel, on behalf of Plaintiffs’ Counsel, will apply to the Court for an award of attorneys’ fees not to exceed
30% of the Settlement Amount and for expenses, costs, and charges in an amount not to exceed $650,000 in connection
with the Litigation, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. In addition,
Plaintiffs may seek awards not to exceed $40,000 in the aggregate in connection with their representation of the Class. Such
sums as may be approved by the Court will be paid from the Settlement Fund.
OBJECTING TO THE SETTLEMENT
You can tell the Court that you do not agree with the Settlement or any part of it.
16. How do I tell the Court that I object to the proposed Settlement?
If you are a Class Member, you can comment on or object to the proposed Settlement, the proposed Plan of
Allocation, and/or Lead Counsel’s fee and expense application. You can write to the Court setting out your comment or
objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to
comment on or object to the proposed Settlement in the Shoals Securities Settlement. Include your name, address, email
address, telephone number, and your signature (even if you are represented by counsel), identify the date(s), price(s), and
number of shares of Shoals common stock you purchased, acquired, and/or sold during the Class Period, and state with
specificity your comments or the reasons why you object to the Settlement, Plan of Allocation, and/or fee and expense
application, including any legal and evidentiary support for such objection. Any objection must state whether it applies only to
the objector, to a specific subset of the Class, or to the entire Class. In addition, the objector must identify all class action
settlements to which the objector or his, her, or its counsel have previously objected, and include copies of any papers,
briefs, or other documents upon which the objection is based. You must also include copies of documents demonstrating
your purchases, acquisitions, and/or sales of Shoals common stock during the Class Period, including the dates and the
number of shares purchased, acquired, and/or sold, and the price paid or received for each such purchase, acquisition, or
sale. Your comment or objection must be filed with the Court and mailed or delivered to each of the following addresses
such that it is received no later than September 4, 2026:
COURT LEAD COUNSEL DEFENDANTS’ COUNSEL
CLERK OF THE COURT ROBBINS GELLER RUDMAN LATHAM & WATKINS LLP
UNITED STATES & DOWD LLP Attn: Heather A. Waller
DISTRICT COURT Attn: Ellen Gusikoff Stewart 330 North Wabash Avenue, Suite 2800
MIDDLE DISTRICT 655 West Broadway, Suite 1900 Chicago, IL 60611
OF TENNESSEE San Diego, CA 92101
ALLEN OVERY SHEARMAN
Fred D. Thompson U.S.
MOTLEY RICE LLC STERLING US LLP
Courthouse and Federal Building
Attn: Christopher F. Moriarty Attn: Dan Gold
719 Church Street
28 Bridgeside Boulevard 2601 Olive Street, 17th Floor
Nashville, TN 37203
Mount Pleasant, SC 29464 Dallas, TX 75201
8
17. What is the difference between objecting and excluding?
Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you
stay in the Class.
Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you
think you may have against the Defendants and the other Released Defendant Parties. If you exclude yourself from the
Class, you cannot object to the Settlement because it does not affect you.
THE COURT’S SETTLEMENT HEARING
The Court will hold a hearing to decide whether to approve the proposed Settlement. You may attend the hearing
and speak, but you do not have to.
18. When and where will the Court decide whether to approve the proposed Settlement?
The Court will hold a Settlement Hearing at 9:00 a.m., on September 28, 2026, in the Courtroom of the Honorable
Waverly D. Crenshaw, Jr., at the United States District Court, Middle District of Tennessee, Fred D. Thompson U.S.
Courthouse and Federal Building, 719 Church Street, Nashville, TN 37203. At the hearing, the Court will consider whether
the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider
them, even if the objectors do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the
hearing. The Court may also decide the amount of attorneys’ fees and expenses to award Lead Counsel and Plaintiffs. At or
after the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation. We do not
know how long these decisions will take. You should be aware that the Court may change the date, time, and location of the
Settlement Hearing without another notice being sent to Class Members.
There exists the possibility that the Court may decide to conduct the Settlement Hearing by video or telephonic
conference, or otherwise allow Class Members to appear at the hearing by telephone or video conference, without further
written notice to the Class. In order to determine whether the date and time of the Settlement Hearing have changed, or
whether Class Members (who wish to attend the hearing) must or may participate by telephone or video, it is important that
you monitor the Court’s docket or the website, www.ShoalsSecuritiesSettlement.com, before making any plans to attend the
Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date and time of the
hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website.
Also, if the Court requires or allows Class Members to participate in the Settlement Hearing by telephone or video
conference, the information for accessing the hearing will be posted to the Settlement website. Accordingly, please continue
to check the Settlement website for important updates.
19. Do I have to come to the Settlement Hearing?
No. Lead Counsel will answer any questions the Court may have. But you are welcome to come at your own
expense. If you are a Class Member and send an objection, you do not have to come to Court to talk about it. As long as you
are a Class Member and mailed your complete written objection on time, the Court will consider it. You may also pay your
own lawyer to attend the hearing, but it is not necessary. Class Members do not need to appear at the hearing or take any
other action to indicate their approval.
20. May I speak at the Settlement Hearing?
If you object to the Settlement, the Plan of Allocation, and/or the fee and expense application, you may ask the Court
for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question 16 above) a
statement saying that it is your “Notice of Intention to Appear in the Shoals Securities Settlement.” Persons who intend to
object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Plaintiffs’ Counsel
or Plaintiffs and desire to present evidence at the Settlement Hearing must include in their written objections the identity of
any witnesses they may call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing. Your
notice of intention to appear must be received no later than September 4, 2026, and addressed to the Clerk of Court, Lead
Counsel, and Defendants’ Counsel, at the addresses listed above in question 16.
You cannot speak at the hearing if you exclude yourself from the Class.
IF YOU DO NOTHING
21. What happens if I do nothing?
If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself from
the Class, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the
Defendants and the other Released Defendant Parties about the Released Plaintiffs’ Claims in this case.
9
GETTING MORE INFORMATION
22. How do I get more information?
For even more detailed information concerning the matters involved in this Litigation, you can obtain answers to
common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-888-808-7136 or
by email at [email protected]. Reference is also made to the Stipulation, to the pleadings in support of
the Settlement, to the Orders entered by the Court, and to the other settlement-related papers filed in the Litigation, which
are posted on the Settlement website at www.ShoalsSecuritiesSettlement.com, and which may be inspected at the Office of
the Clerk of the United States District Court for the Middle District of Tennessee, during regular business hours. For a fee, all
papers filed in this Litigation are available at www.pacer.gov.
THE PROPOSED PLAN OF ALLOCATION OF NET
SETTLEMENT FUND AMONG CLASS MEMBERS
23. How will my claim be calculated?
As discussed above, the Settlement provides $70 million in cash for the benefit of the Class. The Settlement Amount
and any interest it earns constitute the “Settlement Fund.” The Settlement Fund, after deduction of Court-approved
attorneys’ fees and expenses, Notice and Administration Expenses, Taxes, and any other fees, expenses, or amounts
approved by the Court, is the “Net Settlement Fund.” If the Settlement is approved by the Court, the Net Settlement Fund will
be distributed to eligible Authorized Claimants – i.e., Members of the Class who timely submit valid Proofs of Claim that are
accepted for payment by the Court – in accordance with this proposed Plan of Allocation (“Plan of Allocation” or “Plan”) or
such other plan of allocation as the Court may approve. Class Members who do not timely submit valid Proofs of Claim will
not share in the Net Settlement Fund but will otherwise be bound by the Settlement. The Court may approve this proposed
Plan of Allocation, or modify it, without additional notice to the Class. Any order modifying the Plan of Allocation will be
posted on the Settlement website, www.ShoalsSecuritiesSettlement.com.
1. The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among Members of
the Class who submit acceptable Proofs of Claim (“Authorized Claimants”) based on their respective alleged economic
losses resulting from violations of the federal securities laws alleged in this Litigation. The Plan of Allocation reflects
Plaintiffs’ damages expert’s analysis undertaken to that end. In developing the Plan of Allocation, Plaintiffs’ damages expert,
based on assumptions provided by Lead Counsel, calculated the estimated amount of artificial inflation in the per-share
closing price of Shoals Class A common stock (the “Stock”), which allegedly was proximately caused by Defendants’
conduct alleged in the Complaint. In calculating the estimated artificial inflation allegedly caused by Defendants’ conduct
alleged in the Complaint, Plaintiffs’ damages expert considered price changes in the Stock in reaction to certain public
announcements allegedly revealing the truth concerning Defendants’ alleged conduct.
2. The calculations made pursuant to this Plan of Allocation are not intended to be estimates of, or indicative
of, the amounts that Class Members might have been able to recover after a trial. Nor are the calculations pursuant to the
Plan of Allocation intended to be estimates of the amounts that will be paid to Authorized Claimants pursuant to the
Settlement. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants
against one another for the purposes of making equitable allocations of the Net Settlement Fund.
3. All purchases and acquisitions of Shoals common stock during the Class Period (May 16, 2022, through
May 7, 2024, both dates inclusive) are potentially eligible for compensation based on claims asserted under the federal
securities laws. 2
4. As detailed below, the Net Settlement Fund will be allocated on a pro rata basis to Authorized Claimants.
5. In order to have recoverable damages, the disclosure of the allegedly misrepresented information must be
the cause of the decline in the price of the Stock. Plaintiffs allege that Defendants made material omissions and
misrepresentations, and engaged in a scheme, which had the effect of artificially inflating the price of the Stock between
May 16, 2022, and November 12, 2024, inclusive.
2
Any transactions in Shoals common stock executed outside of regular trading hours for the U.S. financial markets shall be deemed to have
occurred during the next regular trading session.
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CALCULATION OF RECOGNIZED LOSS AMOUNTS
6. Based on the formula stated below, a “Recognized Loss Amount” will be calculated for each purchase of the
Stock during the Class Period that is listed on the Proof of Claim and for which adequate documentation is provided. If a
Recognized Loss Amount calculates to a negative number or zero under the formula below, that number will be zero.
7. For each share of the Stock purchased during the “Class Period” that runs from May 16, 2022, through
May 7, 2024, inclusive, the “Inflation Amount at Purchase” will be the amount shown in the Inflation Per Share column of
Table 1 for the Inflation Period that includes the date when the share was purchased; the “Inflation Amount at Sale” will be
the amount shown in the Inflation Per Share column of Table 1 for the period that includes the date when the share was
sold. For any share of the Stock purchased outside the Class Period, the Recognized Loss Amount will be zero.
TABLE 1: Inflation Per Share by Date
Inflation Period Inflation Per Share
May 16, 2022 through August 1, 2023 $4.98
August 2, 2023 through February 28, 2024 $4.47
February 29, 2024 through May 7, 2024 $1.78
May 8, 2024 through November 12, 2024 $0.76
November 13, 2024 through February 10, 2025 $0.00
8. For each share of the Stock purchased or otherwise acquired during the Class Period, the Recognized Loss
Amount will be determined as follows:
(a) If the share was sold on or before August 1, 2023, the Recognized Loss Amount will be $0.00;
(b) If the share was sold on or after August 2, 2023, through and including November 12, 2024, the
Recognized Loss Amount will be the lesser of: (i) the Inflation Amount at Purchase minus the Inflation Amount at Sale; and
(ii) the purchase price minus the sale price; or
(c) If the share was retained at the end of November 12, 2024, and sold on or before the close of
Nasdaq trading on February 10, 2025, the Recognized Loss Amount will be the least of: (i) the Inflation Amount at Purchase;
(ii) the purchase price minus the sale price; and (iii) the purchase price minus the average closing price up to the date of sale
as set forth in Table 2 below.
9. If the share was retained as of the close of trading on February 10, 2025, the Recognized Loss Amount will
be the lesser of: (i) the Inflation Amount at Purchase; and (ii) the difference between the purchase price and $4.92. 3
10. For any share of the Stock for which adequate documentation demonstrates that the share was purchased
directly in the December 2022 secondary public offering, the Recognized Loss Amount, determined by paragraph 7 above,
will be multiplied by 1.25.
3
Pursuant to Section 21D(e)(1) of the Exchange Act, “in any private action arising under this title in which the plaintiff seeks to establish damages by
reference to the market price of a security, the award of damages to the plaintiff shall not exceed the difference between the purchase or sale price paid or
received, as appropriate, by the plaintiff for the subject security and the mean trading price of that security during the 90-day period beginning on the date
on which the information correcting the misstatement or omission that is the basis for the action is disseminated to the market.” Consistent with the
requirements of the Exchange Act, Recognized Loss Amounts are reduced to an appropriate extent by taking into account the closing prices of the Stock
during the “90-day look-back period,” November 12, 2024, through and including February 10, 2025. The mean (average) closing price for the Stock during
this period was $4.92 per share (see Table 2 below).
11
TABLE 2: Closing Price and Average Closing Price
During the PSLRA Look-Back Period
Average Closing Average Closing
Price Between Price Between
November 12, 2024 November 12, 2024
Date Closing price and Date Shown Date Closing price and Date Shown
11/12/2024 $4.85 $4.85 12/26/2024 $5.44 $4.80
11/13/2024 $4.95 $4.90 12/27/2024 $5.64 $4.82
11/14/2024 $5.22 $5.01 12/30/2024 $5.64 $4.85
11/15/2024 $4.56 $4.89 12/31/2024 $5.53 $4.87
11/18/2024 $4.26 $4.77 1/2/2025 $6.05 $4.90
11/19/2024 $4.15 $4.66 1/3/2025 $5.93 $4.93
11/20/2024 $4.41 $4.63 1/6/2025 $5.98 $4.96
11/21/2024 $4.40 $4.60 1/7/2025 $6.24 $4.99
11/22/2024 $4.83 $4.63 1/8/2025 $6.00 $5.02
11/25/2024 $5.07 $4.67 1/10/2025 $5.89 $5.04
11/26/2024 $5.01 $4.70 1/13/2025 $5.85 $5.06
11/27/2024 $5.26 $4.75 1/14/2025 $5.68 $5.08
11/29/2024 $5.22 $4.78 1/15/2025 $4.54 $5.06
12/2/2024 $5.16 $4.81 1/16/2025 $4.67 $5.05
12/3/2024 $4.89 $4.82 1/17/2025 $4.63 $5.04
12/4/2024 $4.89 $4.82 1/21/2025 $4.62 $5.04
12/5/2024 $4.64 $4.81 1/22/2025 $4.29 $5.02
12/6/2024 $4.53 $4.79 1/23/2025 $4.67 $5.01
12/9/2024 $4.68 $4.79 1/24/2025 $4.73 $5.01
12/10/2024 $4.66 $4.78 1/27/2025 $4.56 $5.00
12/11/2024 $4.57 $4.77 1/28/2025 $4.41 $4.99
12/12/2024 $4.41 $4.76 1/29/2025 $4.60 $4.98
12/13/2024 $4.41 $4.74 1/30/2025 $4.69 $4.97
12/16/2024 $4.17 $4.72 1/31/2025 $4.78 $4.97
12/17/2024 $4.92 $4.72 2/3/2025 $4.54 $4.96
12/18/2024 $4.66 $4.72 2/4/2025 $4.64 $4.96
12/19/2024 $4.54 $4.72 2/5/2025 $4.57 $4.95
12/20/2024 $5.12 $4.73 2/6/2025 $4.60 $4.94
12/23/2024 $5.47 $4.76 2/7/2025 $4.39 $4.93
12/24/2024 $5.39 $4.78 2/10/2025 $4.38 $4.92
ADDITIONAL PROVISIONS
11. Calculation of Claimant’s “Recognized Claim”: A claimant’s “Recognized Claim” will be the sum of his,
her, or its Recognized Loss Amounts as calculated above.
12. FIFO Matching: If a Class Member made more than one purchase or sale of the Stock during the relevant
period, all purchases and sales will be matched on a First-In, First-Out (“FIFO”) basis. Sales will be matched first against any
holdings at the beginning of the Class Period, and then against purchases in chronological order, beginning with the earliest
purchase made during the Class Period.
13. “Purchase/Sale” Dates: Purchases and sales of the Stock will be deemed to have occurred on the
“contract” or “trade” date as opposed to the “settlement” or “payment” date. “Purchases” eligible under the Settlement and
this Plan of Allocation include all purchases or other acquisitions of the Stock in exchange for value and are not limited to
purchases made on or through a stock exchange, as long as the purchase is adequately documented. However, the receipt
or grant by gift, inheritance, or operation of law of the Stock during the Class Period shall not be deemed a purchase or sale
12
of the Stock for the calculation of a claimant’s Recognized Loss Amount, nor shall the receipt or grant be deemed an
assignment of any claim relating to the purchase/sale of the Stock unless (i) the donor or decedent purchased the shares
during the Class Period; (ii) the instrument of gift or assignment specifically provides that it is intended to transfer such
rights; and (iii) no Claim was submitted by or on behalf of the donor, on behalf of the decedent, or by anyone else with
respect to those shares.
14. Short Sales: The date of covering a “short sale” is deemed to be the date of purchase of the Stock. The
date of a “short sale” is deemed to be the date of sale of the Stock. In accordance with the Plan of Allocation, however, the
Recognized Loss Amount on “short sales” and the purchases covering “short sales” is zero. In the event that a claimant has
an opening short position in the Stock, the earliest purchases of the Stock during the Class Period will be matched against
such opening short position, and not be entitled to a recovery, until that short position is fully covered.
15. Stock Purchased/Sold Through the Exercise of Options: Option contracts are not securities eligible to
participate in the Settlement. With respect to the Stock purchased or sold through the exercise of an option, the purchase/sale
date of the Stock is the exercise date of the option and the purchase/sale price is the exercise price of the option.
16. Market Gains and Losses: The Claims Administrator will determine if the claimant had a “Market Gain” or a
“Market Loss” with respect to his, her, or its overall transactions in the Stock during the Class Period. For purposes of
making this calculation, the Claims Administrator shall determine the difference between (i) the claimant’s Total Purchase
Amount 4 and (ii) the sum of the claimant’s Total Sales Proceeds 5 and the claimant’s Holding Value. 6 If the claimant’s Total
Purchase Amount minus the sum of the claimant’s Total Sales Proceeds and the Holding Value is a positive number, that
number will be the claimant’s Market Loss; if the number is a negative number or zero, that number will be the claimant’s
Market Gain.
17. If a claimant had a Market Gain with respect to his, her, or its overall transactions in the Stock during the
Class Period, the value of the claimant’s Recognized Claim will be zero, and the claimant will in any event be bound by the
Settlement and the Stipulation. If a claimant suffered an overall Market Loss with respect to his, her, or its overall
transactions in the Stock during the Class Period but that Market Loss was less than the claimant’s Recognized Claim, then
the claimant’s Recognized Claim will be limited to the amount of the Market Loss.
18. Determination of Distribution Amount: If the sum total of Recognized Claims of all Authorized Claimants
who are entitled to receive payment out of the Net Settlement Fund is greater than the Net Settlement Fund, each
Authorized Claimant shall receive his, her, or its pro rata share of the Net Settlement Fund. The pro rata share or
“Distribution Amount” will be the Authorized Claimant’s Recognized Claim divided by the total of Recognized Claims of all
Authorized Claimants, multiplied by the total amount in the Net Settlement Fund.
19. No distributions will be made to Authorized Claimants who would otherwise receive a distribution of less
than $10.00.
20. After the initial distribution of the Net Settlement Fund, the Claims Administrator will make reasonable and
diligent efforts to have Authorized Claimants cash their distribution checks. To the extent any monies remain in the Net
Settlement Fund at least nine (9) months after the initial distribution, if Lead Counsel, in consultation with the Claims
Administrator, determines that it is cost-effective to do so, the Claims Administrator will conduct a re-distribution of the funds
remaining after payment of any unpaid fees and expenses incurred in administering the Settlement, including for such re-
distribution, to Authorized Claimants who have cashed their initial distributions and who would receive at least $10.00 from
such re-distribution. Additional re-distributions to Authorized Claimants who have cashed their prior checks and who would
receive at least $10.00 on such additional re-distributions may occur thereafter if Lead Counsel, in consultation with the
Claims Administrator, determines that additional re-distributions, after the deduction of any additional fees and expenses
incurred in administering the Settlement, including for such re-distributions, would be cost-effective. At such time as it is
determined that the re-distribution of funds remaining in the Net Settlement Fund is not cost-effective, the remaining balance
will be contributed to a non-sectarian, not for profit organization(s) identified by Lead Counsel.
21. Payment pursuant to the Plan of Allocation or such other plan as may be approved by the Court for this
Settlement shall be conclusive against all Authorized Claimants. No person shall have any claim against Plaintiffs, Plaintiffs’
Counsel, Plaintiffs’ damages expert, Defendants, Defendants’ Counsel, any of the other Class Members, the Claims
Administrator, or other agent designated by Plaintiffs’ Counsel arising from distributions made substantially in accordance
with the Stipulation, the plan of allocation approved by the Court, or further orders of the Court. Plaintiffs, Defendants, and
their respective counsel, and all other Released Defendant Parties, shall have no responsibility or liability whatsoever for the
4
The “Total Purchase Amount” is the total amount the claimant paid (excluding all fees, taxes and commissions) for all shares of the Stock
purchased between May 16, 2022, and May 7, 2024, inclusive.
5
The Claims Administrator shall match any sales of the Stock between May 16, 2022, and May 7, 2024, inclusive first against the claimant’s
opening position in the Stock (the proceeds of those sales will not be considered for purposes of calculating market gains or losses). The total amount
received (not deducting any fees, taxes and commissions) for sales of the remaining shares of the Stock sold between May 16, 2022, and
February 10, 2025, inclusive, is the “Total Sales Proceeds” for that class.
6
The Claims Administrator shall ascribe a “Holding Value” of $4.92 to each share of the Stock purchased between May 16, 2022, and May 7,
2024, inclusive, that was still held as of the close of trading on February 10, 2025.
13
investment or distribution of the Settlement Fund or the Net Settlement Fund; the Plan of Allocation; the determination,
administration, calculation, or payment of any Claim or nonperformance of the Claims Administrator; the payment or
withholding of Taxes; or any losses incurred in connection therewith.
22. The Plan of Allocation stated herein is the Plan that is being proposed to the Court for its approval by
Plaintiffs, after consultation with their damages expert. The Court may approve this Plan as proposed or it may modify the
Plan of Allocation without further notice to the Class. Any Orders regarding any modification of the Plan of Allocation will be
posted on www.ShoalsSecuritiesSettlement.com.
23. Class Members who do not submit acceptable Proofs of Claim will not share in the distribution of the Net
Settlement Fund; however they will nevertheless be bound by the Settlement and the Order and Final Judgment of the Court
dismissing this Litigation, unless they have timely and validly sought exclusion.
24. The Court has reserved jurisdiction to allow, disallow, or adjust on equitable grounds the claim of any Class
Member or claimant.
25. Each claimant shall be deemed to have submitted to the jurisdiction of the Court with respect to the
claimant’s Claim and Proof of Claim.
SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES
Nominees who purchased or otherwise acquired Shoals common stock during the Class Period for beneficial owners
who are Class Members are directed to: (i) request within seven (7) calendar days of receipt of the Postcard Notice sufficient
copies of the Postcard Notice from the Claims Administrator to forward to all such beneficial owners; or (ii) send a list of the
names and addresses (including email addresses if available) of such beneficial owners to the Claims Administrator within
seven (7) calendar days after receipt of the Postcard Notice. If a nominee elects to send the Postcard Notice to beneficial
owners, such nominee is directed to email or mail (where an email is unavailable) the Postcard Notice within seven (7) calendar
days of receipt of those documents from the Claims Administrator, and upon such emailing or mailing, the nominee shall send a
statement to the Claims Administrator confirming that the emailing or mailing was made as directed, and the nominee shall
retain the list of names and addresses for use in connection with any possible future notice to the Class. Upon full compliance
with these instructions, including the timely emailing or mailing of the Postcard Notice to beneficial owners, such nominees may
seek reimbursement of their reasonable expenses actually incurred in complying with these instructions by providing the Claims
Administrator with proper documentation supporting the expenses for which reimbursement is sought and reflecting compliance
with these instructions. Reasonable out of-pocket expenses actually incurred in connection with the foregoing includes up to
$0.03 per record for providing names, addresses, and email addresses to the Claims Administrator; up to a maximum of $0.03
per Postcard Notice mailed by you, plus postage at the rate used by the Claims Administrator; or $0.03 per Postcard Notice
sent by email. Such properly documented expenses incurred by nominees in compliance with the terms of these instructions
will be paid from the Settlement Fund. All communications concerning the foregoing should be addressed to the Claims
Administrator at [email protected] or:
Shoals Securities Settlement
Claims Administrator
c/o Verita Global
P.O. Box 301133
Los Angeles, CA 90030-1133
DATED: May 4, 2026 ____________________________________
BY ORDER OF THE COURT
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF TENNESSEE
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