RBI, Carrols Merger $18.2M Stockholder Class Action Settlement, No Claim Form Needed, Objections Due November 9, 2026

If you owned Carrols Restaurant Group, Inc. stock when Restaurant Brands International Inc. (RBI) completed its buyout on May 16, 2024, you are probably part of an $18.2 million class action settlement. You do not have to file a claim form. If the Delaware Court of Chancery approves the deal, eligible shareholders are paid directly, usually through the same brokerage account that received the $9.55 per share merger price.

The deadline to know about is November 9, 2026, the date by which any written objection must be received by the court. The final approval hearing is November 23, 2026 at 10:00 a.m.

Important: The settlement is not final yet. No money is paid until the court approves it and other conditions are met.

This article is not for Burger King customers. The case is limited to people who held Carrols shares at the closing of the merger.

Official settlement website: CarrolsStockholdersLitigation.com Claim form: None required

RBI-Carrols Stockholder Settlement: Quick Facts

Detail	Information
Official settlement website	CarrolsStockholdersLitigation.com
Claim form	None required. Eligible holders are paid directly
Notice and Stipulation of Settlement	Available on the official website’s Court Documents page
Case name	Plymouth County Retirement Association v. Restaurant Brands International Inc.
Case number	C.A. No. 2024-1030-JTL
Court	Court of Chancery of the State of Delaware
Judge	Vice Chancellor J. Travis Laster
Defendants	Restaurant Brands International Inc., Matthew Perelman, Alexander Sloane
Claims	Breach of fiduciary duty and unjust enrichment under Delaware law
Settlement amount	$18,200,000 in cash
Who is covered	Holders of Carrols common stock who received, or had the right to receive, $9.55 per share in cash at the merger closing as of 11:59 p.m. on May 16, 2024
Can you opt out	No. This is a non-opt-out class
Objection deadline	Received no later than November 9, 2026
Final approval hearing	November 23, 2026 at 10:00 a.m.
Fee request	Up to 20% of the settlement fund
Settlement administrator	A.B. Data, Ltd.
Help line	877-719-7073
Email	[email protected]

Is the RBI-Carrols Settlement a Securities Class Action?

You will see this case described that way in some places, and it does involve shareholders. But it is a state-law fiduciary-duty case filed in the Delaware Court of Chancery, not a federal securities-fraud lawsuit. The plaintiffs claim that RBI, as a controlling stockholder, and two Carrols directors breached duties owed to Carrols’ minority shareholders. That distinction matters because it explains why there is no claim form and no opt-out right.

What the Carrols Lawsuit Against Restaurant Brands International Alleges

On January 16, 2024, Carrols and RBI announced that RBI would buy all outstanding Carrols shares for $9.55 per share in cash. The deal closed on May 16, 2024.

Four plaintiffs sued in Delaware in October 2024: Plymouth County Retirement Association, Scott Hamparian, Emad Tadros, and Zeiad Tadros. Their amended complaint makes these allegations:

• RBI abused its control over Carrols, including its power as Carrols’ franchisor and as a preferred stockholder, to coerce a special committee of Carrols’ board into recommending the merger and to push shareholders into approving it at an unfair price.
• RBI overrode Carrols management’s preferences on how to spend capital, for example on buying new restaurants versus remodeling existing ones.
• RBI used its long relationship with Garnett Station Partners (GSP), the investment firm co-founded by special committee members Matthew Perelman and Alexander Sloane, to influence the committee’s decisions.
• That relationship was not disclosed to Carrols stockholders, so the shareholder vote was both coerced and uninformed.

The claims against RBI are breach of fiduciary duty as controlling stockholder and unjust enrichment. The claims against Perelman and Sloane are breach of fiduciary duty.

The defendants deny all of it. They say the merger was entirely fair, that it was approved by a disinterested special committee and an informed, uncoerced vote, and that the $9.55 price was fair and reasonable. They also dispute that RBI was a controlling stockholder who owed fiduciary duties. The settlement is not an admission of wrongdoing, and the court has made no findings on the merits.

The case moved forward before it settled. On July 22, 2025, the court denied the defendants’ motions to dismiss without hearing argument. That ruling let the case continue; it did not find anyone liable. The parties then took extensive discovery. The notice says the defendants and third parties, including Carrols, produced 258,596 pages of documents.

How the $18.2 Million RBI-Carrols Settlement Was Reached

The parties attended a full-day mediation with Robert Meyer of JAMS on March 10, 2026. They did not settle that day but kept talking while discovery continued. On May 18, 2026, after receiving a mediator’s recommendation, they agreed in principle to settle for $18.2 million in cash, supported by insurance coverages and contributions.

A binding term sheet followed on July 23, 2026. The parties signed the final Stipulation and Agreement of Settlement on September 11, 2026, and the court entered a Scheduling Order on September 16, 2026.

Under the Stipulation, the defendants or their insurers pay the money in two installments. The first $1,000,000 is due within 20 business days after the Stipulation was signed. The remaining $17,200,000 is due no later than five calendar days before the Settlement Hearing. The money sits in an escrow account for the class, with WSFS Bank as escrow agent.

Who Qualifies for the RBI-Carrols Settlement?

You are in the class if you were a registered holder or beneficial owner of Carrols common stock and you received, or had the right to receive, $9.55 per share in cash at the closing of the RBI merger as of 11:59 p.m. on May 16, 2024. The class includes heirs, assigns, transferees, and successors-in-interest of those holders.

The parties estimate the class holds about 41,503,660 shares, based on a count as of April 1, 2024.

Certain people and entities are excluded: the defendants, anyone who was a director or named executive officer of Carrols or RBI at the closing, GSP, Cambridge Franchise Holdings, LLC, their spouses and children, entities they control, and trusts or accounts holding Carrols shares for their benefit.

Eligibility does not depend on where you live. A holder in any state, or in any country, can be covered.

Unsettled trades. If you bought Carrols shares shortly before the closing and the trade had not yet settled, the plan of allocation treats you as an eligible class member for those shares. A person who sold those unsettled shares before the closing is not treated as eligible for them.

How Much Will Former Carrols Shareholders Get From the RBI Settlement?

The notice does not publish a per-share estimate. Payments are pro rata: each eligible shareholder gets the number of eligible shares they held multiplied by a “Per-Share Recovery.” That figure is the Net Settlement Fund divided by all eligible shares.

The Net Settlement Fund is what is left after the following come out of the $18.2 million plus interest:

• Notice costs
• Administration costs
• Taxes
• Any attorneys’ fees and expenses the court awards
• Any other court-approved costs

Plaintiffs’ counsel will ask for fees and expenses of no more than 20% of the settlement fund. The four plaintiffs may ask for incentive awards of up to $10,000 each, paid only out of the fee award and not as an extra deduction from the class. Class members are not personally liable for any fees or expenses.

A rough estimate. This is our own arithmetic, not a figure from the court or the administrator. Dividing $18.2 million by about 41.5 million shares gives roughly 0.44persharebeforeanydeductions.Ifthecourtawardedthefull20%infees(3.64 million), that would drop to about $0.35 per share, or about $350 for every 1,000 shares. Notice, administration, and tax costs would lower that a little more, and interest earned in escrow would raise it a little. The share count is an estimate and excludes shares held by excluded persons, so the real number will differ. For comparison, the merger price was $9.55 per share.

How Carrols Shareholders Get Paid Without a Claim Form

You do not need to submit anything to be eligible. If you are an eligible class member, payment will be made to you directly.

How the money reaches you depends on how you held your shares at the closing:

• Shares held in a brokerage account (“street name”). The administrator pays the Depository Trust & Clearing Corporation (DTCC) participants, meaning brokers, based on a DTCC allocation report. Your broker is then responsible for depositing your payment into the same brokerage account that received the merger consideration.
• Shares held directly as a registered holder. The administrator pays the record holder directly. It will not issue a check for $10.00 or less, so very small payments to direct holders may not be sent.
• Uncashed or undeliverable payments. Checks go stale after three months from the issue date. After that, brokers or record holders follow their own policies for further attempts to deliver the money.
• Leftover money. If money remains after the first distribution, it is redistributed to identifiable eligible class members. If that would not be cost-effective, it goes to the Combined Campaign for Justice.

Because payment follows your original account, make sure your broker has your current contact details. If you changed your name or address, the settlement website has a Report Change of Name or Address page.

When Will RBI-Carrols Settlement Payments Be Made?

There is no payment date. The money cannot go out until four things happen:

1. The court approves the settlement at or after the November 23, 2026 hearing and enters a final judgment.
2. The judgment becomes final, meaning the time to appeal runs out or any appeal is resolved. An appeal over fees or the plan of allocation alone does not hold this up.
3. The full $18.2 million has been paid into escrow.
4. The court enters a Class Distribution Order authorizing the specific distribution.

If the court does not approve the settlement, or it is terminated, the case goes back to where it stood on May 18, 2026, and the lawsuit continues.

Your Options in the RBI-Carrols Stockholder Settlement

Option	Deadline	What it means
Do nothing	None	You stay in the class and are paid automatically if eligible. You are bound by the judgment and the release
Object	Received by November 9, 2026	You tell the court why you think the settlement, plan of allocation, or fee request is unfair
Object and speak at the hearing	Objection and notice of appearance received by November 9, 2026	You may be heard at the November 23 hearing, at the court’s discretion
Opt out	Not available	This is a non-opt-out class under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2)

What Carrols Shareholders Give Up by Staying in the Class

If the settlement is approved, the case is dismissed with prejudice. Every class member releases the “Released Plaintiffs’ Claims” against RBI, Perelman, Sloane, and the other released parties. Those claims cover anything that was or could have been raised in the case that relates to the facts in the amended complaint and to owning Carrols stock at the closing. The release covers unknown claims too, and includes a waiver of California Civil Code section 1542 and similar laws.

Until the court decides whether to approve the deal, class members are barred from starting or pursuing the released claims on their own. The full release language is in the Stipulation, which you should read before the objection deadline.

How to Object to the RBI-Carrols Settlement

Only class members can object, and only about three things: the settlement, the plan of allocation, or the request for fees, expenses, and incentive awards. Unless the court orders otherwise, an objection that is not filed on time and in the right form will not be heard, and the right to appeal is waived.

Your written objection must be received no later than November 9, 2026 by the Register in Chancery, Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. You can file it electronically through File & ServeXpress or deliver it by hand, first-class mail, or express service. If you do not file through File & ServeXpress, you must also serve copies on each of the lawyers listed below by hand, first-class mail, express service, or email.

The objection must:

1. State your name, address, and telephone number, plus your lawyer’s contact information if you have one.
2. Be signed by you.
3. Give a specific written statement of each objection and the reasons for it, including any legal and evidentiary support, and say whether it applies only to you, a subset of the class, or the entire class.
4. Say it is filed in Plymouth County Retirement Association v. Restaurant Brands International Inc., C.A. No. 2024-1030-JTL.
5. If you plan to appear, identify any witnesses and exhibits you intend to use.
6. Include proof that you are a class member: copies of monthly brokerage account statements, or an authorized statement from your broker with the transaction and holding information found in an account statement.

To speak at the hearing, you must also file a notice of appearance with the Register in Chancery, serve it on both sides’ counsel, and have it received by November 9, 2026. You do not need a lawyer. If you hire one, you pay for that lawyer yourself, and the lawyer must file a notice of appearance by the same date.

Plaintiffs’ Counsel	Defendants’ Counsel
Labaton Keller Sucharow LLP, Attn: Brendan Sullivan, 222 Delaware Avenue, Suite 1510, Wilmington, DE 19801 ([email protected])	Paul, Weiss, Rifkind, Wharton & Garrison LLP, Attn: Matthew D. Stachel, 1313 N. Market Street, Suite 806, Wilmington, DE 19801 ([email protected])
Bernstein Litowitz Berger & Grossmann LLP, Attn: Mark Lebovitch, 1251 Avenue of the Americas, New York, NY 10020 ([email protected])	Paduano & Weintraub LLP, Attn: Leonard Weintraub, 1251 Avenue of the Americas, 9th Floor, New York, NY 10020 ([email protected])
Andrews & Springer LLC, Attn: David Sborz, 4001 Kennett Pike, Suite 250, Wilmington, DE 19807 ([email protected])	The Williford Firm LLC, Attn: Evan O. Williford, 1007 N. Orange Street, Suite 235, Wilmington, DE 19801 ([email protected])

RBI-Carrols Settlement Hearing: Date, Time, and Place

The Settlement Hearing is scheduled for November 23, 2026 at 10:00 a.m. before Vice Chancellor J. Travis Laster at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801. The court will decide whether to finally certify the class for settlement, approve the settlement and plan of allocation, approve the fee request and incentive awards, and hear objections.

You do not have to attend, and you can still be paid without attending. The date, time, or format can change without further written notice, and the court may allow or require remote participation. Check the settlement website and the court docket before making plans.

Key Dates in the RBI-Carrols Stockholder Settlement

Event	Date
RBI and Carrols announce $9.55 per share merger	January 16, 2024
Merger closes	May 16, 2024
Plaintiffs file class action complaint	October 7, 2024
Court denies motions to dismiss	July 22, 2025
Mediation with Robert Meyer of JAMS	March 10, 2026
Agreement in principle to settle for $18.2 million	May 18, 2026
Binding term sheet signed	July 23, 2026
Stipulation of Settlement signed	September 11, 2026
Court enters Scheduling Order	September 16, 2026
Notice dated	September 24, 2026
Objection and notice of appearance deadline (received by)	November 9, 2026
Final Settlement Hearing	November 23, 2026, 10:00 a.m.
Claim deadline	None. No claim form required
Payments	After final approval, the judgment becoming final, and a Class Distribution Order

What to Do Right Now If You Held Carrols Stock

1. Confirm you held shares at the closing. Find your brokerage statements from around May 2024. If you cannot find them, your broker can usually provide them.
2. Check your broker’s contact details. Payment will likely run through your brokerage account.
3. Decide whether you want to object. If you do, work backward from November 9, 2026. The objection must be received by then, not just mailed.
4. Read the Notice and the Stipulation. Both are on the official website.
5. Do not pay anyone to “claim” this settlement. No claim form exists, and the notice says eligible members are paid directly.

Related coverage: For another no-claim-form Delaware merger case, see our article on the $83.75M TerraForm Power Stockholder Settlement, Did You Own TERP Shares When Brookfield Took Over? Your Payment Is Coming Automatically.

RBI-Carrols Settlement FAQ

Do I need to file a claim form for the Carrols settlement?

No. Eligible class members do not have to submit a claim form. If you are eligible, you will be paid directly.

What is the RBI-Carrols settlement claim deadline?

There is no claim deadline because there is no claim form. The deadline that matters is November 9, 2026, and only if you want to object.

Can I opt out of the RBI-Carrols settlement?

No. The class is a non-opt-out class, so you cannot exclude yourself. If you disagree with the settlement, your option is to object by November 9, 2026.

How much will each Carrols shareholder receive?

There is no fixed amount. Payment depends on how many eligible shares you held at the closing and on the final Net Settlement Fund after court-approved fees and costs. The notice does not give a per-share figure.

Is the RBI-Carrols settlement final?

No. It still needs final court approval. The hearing is scheduled for November 23, 2026.

Does the settlement mean RBI admitted wrongdoing?

No. RBI and the individual defendants deny the allegations and any wrongdoing, and the court has made no findings on the merits.

What if I sold my Carrols shares before the merger closed?

The class is made up of people who received, or had the right to receive, the $9.55 per share merger price at the closing. If you sold your shares and the sale settled before then, you likely are not in the class. The plan of allocation has a separate rule for trades that had not yet settled at the closing.

Do Burger King customers qualify for the RBI-Carrols settlement?

No. The case concerns people who owned Carrols Restaurant Group stock, not people who bought food at Burger King or Popeyes.

Do I need a lawyer?

No. You do not need a lawyer to be paid, to object, or to appear at the hearing. If you hire your own lawyer, you pay that lawyer.

Is the payment taxable?

The settling parties and their lawyers say they give no tax advice, and each class member is responsible for their own taxes. Ask a tax professional how a payment applies to your situation.

Is the RBI-Carrols settlement legitimate?

Yes. The notice was authorized by the Delaware Court of Chancery, and the settlement website is run by the court-appointed administrator, A.B. Data, Ltd., under the supervision of plaintiffs’ counsel. You do not pay anyone to receive your share.

Who should I contact with questions?

Contact the settlement administrator, not the court. The notice specifically says not to call or write the court or the Register in Chancery about the terms of the settlement.

How to Contact the Carrols Stockholders Litigation Settlement Administrator

• Website: CarrolsStockholdersLitigation.com
• Phone: 877-719-7073
• Email: [email protected] (include “Carrols Stockholders Litigation” in the subject line)
• Mail: Carrols Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217

You may also contact plaintiffs’ counsel. Labaton Keller Sucharow can be reached at (866) 640-7254 or [email protected], Bernstein Litowitz Berger & Grossmann at (800) 380-8496 or [email protected], and Andrews & Springer at (302) 231-2388 or [email protected].

Bottom Line

The RBI-Carrols settlement is not a typical claims-based settlement. Eligible Carrols shareholders generally do not need to file anything, and payments are calculated from the number of eligible shares held at the May 16, 2024 merger closing and sent through the same brokerage or record-holder channels used for the original merger payment. The $18.2 million fund is not what any one shareholder will receive; the final per-share amount depends on the Net Settlement Fund after court-approved fees and costs.

Everything still depends on final approval. If you want to challenge the settlement, the plan of allocation, or the fee request, your objection must be received by November 9, 2026, ahead of the November 23, 2026 hearing.

Sources

1. Carrols Stockholders Litigation, Official Settlement Website (carrolsstockholderslitigation.com)
2. Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear, dated September 24, 2026, Plymouth County Retirement Association v. Restaurant Brands International Inc., C.A. No. 2024-1030-JTL (carrolsstockholderslitigation.com/media/ajvmi4dl/notice-of-pendency_final-921.pdf)
3. Stipulation and Agreement of Settlement, Compromise, and Release, dated September 11, 2026 (carrolsstockholderslitigation.com/media/kjooepmp/stipulation.pdf)
4. Carrols Stockholders Litigation, Court Documents (carrolsstockholderslitigation.com/court-documents)
5. Carrols Stockholders Litigation, Contact Us (carrolsstockholderslitigation.com/contact-us)

Researched and written by Israr Ahmad, legal content researcher and founder of AllAboutLawyer.com. Facts in this article were checked against the court-authorized Notice, the Stipulation of Settlement, and the official settlement website as of October 6, 2026.

Disclaimer: AllAboutLawyer.com is not a law firm, and I am not an attorney. This article is general legal information, not legal advice, and does not create an attorney-client relationship. Dates and terms can change, so confirm them on the official website. If you are unsure whether to object or how your shares were held, consider speaking with a licensed securities or shareholder-rights attorney.