Before December 31, 2018, Ritchie Holding’s largest client announced that they were making changes that would decrease Ritchie Holding’s market share and revenue. Despite these changes, the owners of Ritchie Holdings sold the Company to the ESOP on December 31, 2018 for $19,573,000 for 2 million shares of Company stock. Had the company executives provided this information to the ESOP’s advisors and the Trustee performed a prudent investigation, the ESOP would not have purchased the Company stock for more than fair market value.

Plaintiff has filed a motion seeking to certify the following Class:

All participants in the ESOP from December 31, 2018, or any time thereafter until December 31, 2024 (unless the participant terminated without vesting) and those participants’ beneficiaries other than the Excluded Persons.

Excluded from the Class are: (a) Defendants; (b) any fiduciary of the Plan; (c) the officers and directors of Ritchie Trucking or of any entity in which the individual Defendants have a controlling interest; (d) immediate family membersof any of the foregoing excluded persons, and (e) the legal representatives, successors, and assigns of any such excluded persons.

The Complaint was filed on December 30, 2021. Certain Defendants moved to dismiss the Complaint on April 4, 2022 and others filed answers to the complaint. While the motions to dismiss were pending, the Parties engaged in settlement discussions including with two mediators. The parties have reached a settlement on behalf of the proposed class, which is conditioned on, among other things, approval by the Court. 

After Defendants’ motions to dismiss were fully briefed, the parties expressed an interested in engaging in mediation after some discovery. Mediation sessions were held on January 23, 2023 and April 2, 2024 with two separate experienced mediators. After the mediation sessions, the parties reached a settlement in principle on May 7, 2024, which was formalized in an executed settlement agreement on March 24, 2025.

Under the terms of the settlement agreement, Defendants have agreed to make a cash payment of $485,000 into a Settlement Fund to resolve all of the claims of the Class. After subtracting an court-approved attorney’s fees, expenses and service award to Class Representative, the Net Cash Settlement Fund, if any, will be distributed to the Class pursuant to the Plan of Allocation. Additionally, the Settlement Agreement provides that the principal balance of the loans associated with the 2018 Transaction will be reduced by $1.4 million as of January 1, 2024. The Settlement Agreement also requires releasing of 115,000 shares from the ESOP's Suspense Account and allocated to class member accounts.  The ESOP Trustee’s valuation advisor has concluded that the debt from the 2018 ESOP Transaction decreases the value of Ritchie Trucking Service Holdings, Inc. ("Ritchie") stock. If the debt of Ritchie had been $1.4 million less as of December 31, 2023, the value of Ritchie stock (as concluded by ESOP Trustee’s valuation advisor) would have been $2.26 per share instead of $1.60 per share (or an increase of 67 cents per share) and the value of all stock held by the ESOP would have been worth $1.33 million more as of December 31, 2023.

Plaintiff filed a Motion for Preliminary Approval of Settlement on May 21, 2025. The settlement needs to be approved by the Court, which consists of a three part process: (1) the Court granting preliminary approval of the settlement, (2) formal notice mailed to class members providing class members the ability to comment on the Settlement, and (3) the Court granting final approval of the settlement.

Class Notice

Settlement Agreement

Motion for Preliminary Approval - May 21, 2025

Motion for Class Certification - May 21, 2025

Complaint - December 30, 2021

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