$10.5M F45 Training Securities Settlement For F45 Stock, Check If You Qualify for a Payment as an Investor

Prepared by the AllAboutLawyer.com Editorial Team and reviewed for factual accuracy against the official court-filed settlement notice and the U.S. District Court for the Western District of Texas docket on May 4, 2026. Last Updated: May 4, 2026

The F45 Training $10,500,000 Securities Settlement is a class action where eligible investors who purchased F45 Training Holdings, Inc. common stock between July 15, 2021 and August 14, 2023 — including shares bought in F45’s IPO — can receive a payment by filing a claim before August 1, 2026. The lawsuit alleged that F45 and its underwriters made false and misleading statements in the company’s IPO offering documents. A federal court in Austin, Texas is overseeing the settlement, which was agreed upon in November 2025 and noticed to class members in May 2026.

Quick-Facts

Field	Detail
Settlement Amount	$10,500,000
Claim Deadline	August 1, 2026
Who Qualifies	Investors who purchased F45 publicly traded common stock from July 15, 2021 through August 14, 2023, inclusive
Payout Per Person	~$0.06 per allegedly damaged share before fees; ~$0.04 per share after deductions — actual amount varies by individual claim
Proof Required	Yes — broker confirmation slips or account statements required
Settlement Status	Proposed — Final Approval Hearing scheduled August 27, 2026
Administrator	Strategic Claims Services, P.O. Box 230, 600 N. Jackson Street, Suite 205, Media, PA 19063; (866) 274-4004; [email protected]
Official Website	www.strategicclaims.net/case/F45/
Last Updated	May 4, 2026

Current Status & What Happens Next

• The settlement agreement was executed February 13, 2026, and the court authorized notice to be sent to class members dated May 1, 2026. The case is currently in the notice period.
• The opt-out deadline and objection deadline are both July 24, 2026. If you want to preserve your right to sue independently, you must mail an exclusion request so it is received by that date.
• The Final Approval Hearing is scheduled for August 27, 2026 at 1:30 p.m. in Courtroom 1 of the U.S. District Court for the Western District of Texas in Austin. Payments will be distributed after the court approves the settlement and any appeals are resolved.

What Is the F45 Lawsuit About? In re F45 Training Holdings, Inc. Securities Litigation, No. 1:22-cv-1291-DAE

F45 Training Holdings is an Australian-founded fitness franchise company that went public on the New York Stock Exchange on July 15, 2021, selling 21,851,944 shares at $16.00 per share. The IPO attracted investors drawn to F45’s rapid global expansion story and its celebrity endorsement from actor and co-owner Mark Wahlberg. Within two years, the company’s stock had collapsed to near zero, and F45 voluntarily delisted from the NYSE on August 14, 2023.

Lead Plaintiff Pledge Capital LLC and named plaintiff Police and Fire Retirement System of the City of Detroit alleged that the company violated Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 by publishing IPO offering documents that contained materially false or misleading statements. The Second Amended Complaint — the operative complaint in the case — also alleged that after the IPO, F45 and its executives made additional false statements that violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In October 2023, F45 filed a restatement of its financial statements, adding weight to investors’ allegations that something was fundamentally wrong with the company’s reported financials. The defendants in this case include not just F45 itself, but also individual officers and directors — including CEO Adam Gilchrist and Mark Wahlberg — as well as major Wall Street underwriters: Goldman Sachs, J.P. Morgan, Baird, Cowen (now TD Securities), Guggenheim Securities, Macquarie Capital, MUFG Securities, and Roth Capital Partners.

On February 21, 2025, the court partially granted and partially denied motions to dismiss, keeping the Securities Act IPO claims alive while dismissing certain Exchange Act fraud allegations. After the ruling, both sides began discovery, exchanged tens of thousands of documents, and then engaged mediator David Murphy of Phillips ADR Enterprises. Settlement negotiations culminated in a $10,500,000 agreement on November 25, 2025. This type of securities class action settlement — involving IPO misrepresentations and a collapsed fitness company stock — closely parallels other investor fraud cases we have covered, such as the Rivian $250M securities class action settlement and the DiDi Global $740M IPO settlement, where investors who bought shares in flawed public offerings recovered compensation through federal securities law.

Who Qualifies for the F45 Training Securities Settlement?

You may qualify if:

• You purchased or otherwise acquired F45 Training Holdings, Inc. publicly traded common stock at any point between July 15, 2021 and August 14, 2023, both dates inclusive
• You purchased shares in F45’s IPO on or around July 15, 2021, or acquired shares traceable to the IPO offering documents
• You were allegedly damaged as a result of holding F45 stock during the class period — meaning the stock lost value tied to the alleged misrepresentations
• You are an individual investor, pension fund, trust, corporation, IRA/401(k) account holder, or other institutional investor who held eligible shares

You do NOT qualify if:

• You are one of the named defendants (F45 itself, Adam Gilchrist, Christopher Payne, Michael Raymond, Darren Richman, Mark Wahlberg, or any of the underwriter defendants)
• You are an immediate family member of one of the individual defendants
• You were an officer, director, or control person of F45 or the underwriter defendants at any relevant time
• You received F45 stock by gift or inheritance without having purchased it, unless the donor purchased during the class period and no separate claim was filed on those shares
• You only held shares through a mutual fund — if the fund purchased the stock, the fund may be a class member, but individual fund investors are not automatically included

One important note: if you do not submit a claim form, you receive no payment — but you are still bound by the settlement release and give up any right to sue the defendants on your own. The only way to preserve your right to sue independently is to opt out by July 24, 2026.

Related article: $1.5M Register.com TCPA Settlement, Did You Get Unwanted Calls or Texts? Here Is How to Claim Your Share

How Much Can You Get from the F45 Training Settlement?

The gross settlement fund is $10,500,000. Before any payments reach investors, the court must approve deductions for attorneys’ fees (Lead Counsel is requesting up to 30%, or $3,150,000), litigation expenses (up to $200,000), administrative costs, and taxes. What remains after those deductions is the “Net Settlement Fund” — the pool distributed to eligible claimants.

Based on the damages expert’s estimate of the number of eligible shares, the average estimated recovery is approximately $0.06 per allegedly damaged share before deductions, and approximately $0.04 per share after fees and expenses are deducted. These are averages. Your actual payment depends on four factors: when you bought your F45 shares (Section 11 Period or Section 10(b) Period), how many shares you held, whether and when you sold, and the total number of valid claims filed by other investors.

Shareholders who bought during the Section 11 Period (July 15, 2021 – December 7, 2022) have their losses calculated against the $16.00 IPO price. Shareholders who bought during the Section 10(b) Period (December 8, 2022 – August 14, 2023) have their losses calculated based on alleged artificial inflation per share on each transaction date, ranging from $0.50 to $0.59 per share depending on the date. Any authorized claimant whose prorated payment calculates to less than $10.00 will not receive a distribution.

Step-by-Step: How to File Your F45 Training Claim Form

Step 1 — Visit the official settlement website at www.strategicclaims.net/case/F45/ and download or complete the Claim Form online. You can also call (866) 274-4004 to have a form mailed to you.

Step 2 — Complete Part I: Enter your full name, address, Social Security number (last four digits), telephone number, email address, and account number. If filing for multiple accounts, submit a separate Claim Form for each account.

Step 3 — Complete Part II: List every purchase and acquisition of F45 publicly traded common stock between July 15, 2021 and August 14, 2023, in chronological order. Also list any sales through November 10, 2023, and your ending share balance as of November 10, 2023.

Step 4 — Gather your supporting documentation. Self-generated spreadsheets are not accepted. Attach broker confirmation slips, brokerage account statements, or authorized broker statements showing exact transaction dates, share counts, and prices.

Step 5 — Sign the form and certify the accuracy of your information under penalty of perjury.

Step 6 — Submit your claim online at www.strategicclaims.net/case/F45/ or mail to: F45 Training Securities Settlement, c/o Strategic Claims Services, P.O. Box 230, 600 N. Jackson Street, Suite 205, Media, PA 19063 — postmarked no later than August 1, 2026.

Estimated time to complete: 15–30 minutes, depending on the number of transactions.

Important Deadlines & Dates

Milestone	Date
Settlement Agreement Executed	February 13, 2026
Court-Authorized Notice Date	May 1, 2026
Claims Period Opens	Now open
Claim Filing Deadline	August 1, 2026 (postmarked or received online)
Opt-Out Deadline	July 24, 2026
Objection Deadline	July 24, 2026
Notice of Intention to Appear Deadline	July 24, 2026
Final Approval Hearing	August 27, 2026 at 1:30 p.m., Austin, TX
Expected Payment Date	TBD — after final court approval and resolution of any appeals, typically several months post-hearing

Frequently Asked Questions

Do I need a lawyer to file a claim? 

No. You can file your F45 Training claim directly on the settlement website at strategicclaims.net/case/F45/ without hiring an attorney. Lead Counsel at Labaton Keller Sucharow LLP already represents all class members. If you want personalized advice about whether to file, opt out, or pursue a separate claim, a free legal consultation with a securities attorney costs you nothing upfront.

Is this settlement legitimate? 

Yes. This is a court-supervised federal securities class action pending before U.S. District Judge David A. Ezra in the Western District of Texas, Case No. 1:22-cv-1291-DAE. The settlement administrator is Strategic Claims Services, a professional claims administration company. The settlement was reached after arm’s-length mediation with an experienced neutral mediator and filed with the court in early 2026.

When will I receive my payment? 

Payments will be distributed after the court grants final approval at the August 27, 2026 hearing and after any appeals are resolved. The claims administrator also needs time to process all submitted claim forms. Realistically, eligible investors should expect payments in late 2026 or early 2027, depending on appeal activity. The claims administrator will acknowledge receipt of your claim form within 60 days of submission.

What if I missed the claim deadline?

 The claim filing deadline is August 1, 2026. If you miss that deadline, your claim will likely be rejected and you will receive no payment — even though you remain bound by the settlement’s release of claims. There is no mechanism in this settlement to file late. Submit your claim well before the deadline.

Will this settlement payment affect my taxes? 

Possibly. Securities settlement payments are generally treated as a return of your investment loss, which can affect your tax basis, capital gains, or ordinary income treatment depending on your individual tax situation. The settlement fund itself is subject to taxation. You should consult a tax advisor about the specific impact on your personal return. The settlement notice does not provide individual tax advice.

What was F45’s connection to Mark Wahlberg? 

Mark Wahlberg was named as an individual defendant in this lawsuit as one of the controlling shareholders and public faces of the company. The settlement releases all claims against Wahlberg and every other named defendant, including the underwriter defendants like Goldman Sachs and J.P. Morgan, upon the court’s final approval.

Can I object to the settlement instead of opting out?

 Yes. If you believe the settlement terms, the plan of allocation, or the attorneys’ fee request are unfair, you can file a written objection with the court and mail copies to Lead Counsel and defense counsel — all postmarked no later than July 24, 2026. Filing an objection means you stay in the class and can still receive payment. Excluding yourself means you give up any payment but retain your right to sue.

Sources & References

• Official Settlement Notice and Claim Form: strategicclaims.net/case/F45/
• Court Docket — In re F45 Training Holdings, Inc. Securities Litigation, No. 1:22-cv-1291-DAE, U.S. District Court for the Western District of Texas: pacer.gov
• Lead Counsel — Labaton Keller Sucharow LLP: labaton.com

Disclaimer: This article is for informational purposes only and does not constitute legal advice. Legal claims and outcomes depend on specific facts and applicable law. For advice regarding a particular situation, consult a qualified attorney.