The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Derivative Action ("Notice"), which you can access by clicking here. Because this website is just a summary, you should review the Notice for additional details.
To: All Record Holders and Beneficial Holders of the common stock of EACO Corporation (“EACO” Or The “Company”) as of January 12, 2026 (The “Record Date”).
Please read the Notice carefully and in its entirety. The Notice relates to a proposed Settlement and Dismissal of the above-captioned Shareholder Derivative Action (The “Action”) and contains important information regarding your rights. Your rights may be affected by these legal proceedings. If the Court approves the Settlement, you will be forever barred from contesting the approval of the Proposed Settlement and from pursuing the released claims.
WHY THE NOTICE HAS BEEN ISSUED
Your rights may be affected by the Settlement of the Action. Plaintiff Alluvial Fund, LP (“Plaintiff”), Defendants Glen F. Ceiley, William L. Means, Stephen Catanzaro, Ellen S. Bancroft, and Donald S. Wagner (“Defendants”), and Nominal Defendant EACO (collectively, the “Parties”) have agreed upon terms to settle the Action and have signed the Stipulation setting forth the Settlement terms.
On June 10, 2026, at 09:30 a.m., the Court will hold the Settlement Hearing by Zoom videoconference at https://17thflcourts.zoom.us/j/319670946 and at the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, Main Courthouse Complex, Courtroom17150 (17th Floor), 201 SE 6th St., Fort Lauderdale, FL 33301.The purpose of the Settlement Hearing is to determine: (i) whether the Settlement is fair, reasonable, and adequate, including the separately negotiated amount of attorneys’ fees and expenses for Plaintiff’s Counsel, and should be finally approved; (ii) whether a final judgment should be entered and The Action dismissed with prejudice; and (iii) such other matters as may be necessary and proper under the circumstances.
The Settlement of this Action, if approved by the Court on the Terms and Conditions set forth in the Stipulation, will include, but not be limited to, a release of all claims asserted in or related to The Action.
The Court has not finally determined the merits of the claims made by Plaintiff against, or the defenses of, the Defendants. The Notice does not imply that there has been or would be any finding of violation of the law or that relief in any form or recovery in any amount could be had If the Action was not settled.
This is a derivative case in which Plaintiff asserts claims that belong to the Company, not claims that belong to shareholders directly. Because a derivative case involves claims owned by the Company, any monetary recovery in a derivative case ordinarily is paid to the Company, not directly to the Company’s shareholders.
In this case, however, in connection with the Settlement, the Parties have agreed that Defendants would make or cause to be made by their insurers a total payment of $350,000 to EACO’s Minority Shareholders as of the Record Date (the “Settlement Payment”). Regardless of whether they own shares of EACO common stock, none of the Defendants shall receive any portion of the Settlement Payment.
The Settlement Payment shall be distributed to the Minority Shareholders pro rata based on the number of EACO common shares each owned as of the Record Date. For the purposes of the Settlement Payment, “Minority Shareholder” means any holder of EACO common stock as of the Record Date, except for (i) Defendants, (ii) any director or officer of EACO or any of its parents or subsidiaries, (iii) any family member of the foregoing, (iv) the Trust, (v) the Foundation, and (vi) any entity in which any of the foregoing owns a material interest.
Please note that there is no “claim form” for Minority Shareholders to submit in order to be entitled to a pro rata share of the Settlement Payment. Rather, payment will be made to Minority Shareholders directly as consideration for corporate actions such as dividends, mergers, or reverse stock splits would be paid, based on the information provided by Defendants, their agents, and the Depository Trust Company (“DTC”).
Payments will be made only if the Court approves the Settlement and after any appeals are waived or resolved.
All written objections must be received by the Clerk of the Court no later than May 27, 2026, and must meet the requirements set forth in the Notice.
If you have questions, you may call the EACO Derivative Settlement Help Line at 1-877-719-7587 or email info@EACODerivativeSettlement.com.
Note: These documents are in PDF format. To view the
documents, you will need Adobe Acrobat Reader on your computer or other internet-enabled device.
