Frequently Asked Questions

Basic Information

1. Why did I get the Notice?

You are receiving the Notice because the Plan's records show that you were a participant or beneficiary of the TPI Hospitality Employee Stock Ownership Plan between the Plan's establishment in 2015 and its termination in 2020 who vested under the terms of the Plan. Therefore, you are a member of the Settlement Class. This class action lawsuit is known as Kloss v. Argent Trust Co., et al., Case No. 23-CV-00301 (D. Minn.). The Honorable Donovan W. Frank of the United States District Court for the District of Minnesota presides over this case and has preliminarily certified a class for the purposes of this Settlement. The Notice provides information about the lawsuit, how it may affect you, and your legal rights and options.

2. What is this lawsuit about?

This lawsuit is about whether Argent and the TPI Defendants breached duties as fiduciaries to the Plan and whether prohibited transactions occurred in violation of ERISA. Plaintiff alleges that the sale of TPI in 2020 was below fair market value and that the Plan should have received more compensation in the sale of TPI. Plaintiff also alleges that various transactions prohibited by ERISA occurred. You can read Plaintiff's First Amended Complaint here.

Defendants deny that they violated any law or duty owed to the Plan or its participants or that the Plan experienced any losses as a result of their actions.

3. What is a class action and who is involved?

In a class action relating to a retirement plan such as this, one or more people called "Class Representatives" (in this case, Jessica Kloss, a vested participant in the Plan) sue on behalf of the plan and other people who have similar claims. These people are collectively called a "class" or "class members." The person who sued—and all class members like them—are called the "plaintiffs." The persons and entities they sued are called the "defendants." One court resolves the issues in the lawsuit for all of the class members and the plan.

The Settlement

4. Why is there a settlement?

On April 8, 2025, the Court granted, in part, motions to dismiss certain claims and Defendants identified in the First Amended Complaint. The Court has not reached a final decision on the remaining claims. Instead, the Class Representative and Defendants have agreed to the Settlement. The Settlement is the product of extensive negotiations between the Class Representative, Defendants, and their counsel. The parties to the Settlement have taken into account the uncertainty, risks, and costs of litigation and have concluded that it is desirable to settle on the terms and conditions set forth in the Settlement. The Class Representative and Class Counsel believe that the Settlement is best for the Settlement Class. Nothing in the Settlement is an admission or concession by Defendants of any fault or liability whatsoever. They have entered into the Settlement to avoid the uncertainty, expense, and burden of additional litigation.

5. What does the Settlement provide?

Under the Settlement, a payment of $500,000.00 (the "Settlement Fund") will be paid into a Qualified Settlement Fund to resolve the claims of the Settlement Class against Defendants. The Net Settlement Amount (the Settlement Fund less (i) the amount required for payment of any taxes owed on the Settlement Fund Account, (ii) any Court-approved attorneys' fees and expenses, (iii) administrative fees, costs, and expenses, (iv) Independent Fiduciary fees, costs, and expenses, and (v) any Service Award) will be allocated to Class Members according to a Plan of Allocation to be approved by the Court (as explained further in FAQ 6). Class Members who are entitled to a distribution will receive their distribution as a check. All Class Members and anyone claiming through them will fully release Defendants and other Related Entities from the Released Claims, as defined in the Settlement Agreement. The Released Claims include any claims against any of the Defendants and their Related Entities with respect to the Plan that were asserted in the lawsuit against Defendants or that could have been asserted against them. In addition, the Released Claims also include certain other claims as set forth in the Settlement Agreement.

This is only a summary of terms of the Settlement, not a binding description of the award or releases. The full language of the Settlement Agreement is available here.

6. How much money will I receive from the Settlement?

The amount, if any, that will be allocated to you will be based upon records maintained by the Plan's recordkeeper. Calculations regarding individual distributions will be performed by the Settlement Administrator, whose determinations will be final and binding, pursuant to the Court-approved Plan of Allocation. To receive a distribution from the Net Settlement Amount, you must be (1) a Class Member or (2) a beneficiary or alternate payee of a Class Member. Definitions for the terms "Settlement Class" and "Class Member" are provided here. There are approximately 1,232 Class Members. The Net Settlement Amount will be divided proportionally, or pro rata, among Class Members by dividing the total number of vested shares of Company stock allocated to each individual Class Member at any time since the Plan's inception by the total number of vested shares of Company stock allocated to the ESOP accounts of all Class Members at any time since the Plan's inception, and multiplying that Weighting Factor (as defined in the Plan of Allocation) by the Net Settlement Amount.

If the dollar amount of the settlement payment to a Class Member is calculated by the Settlement Administrator to be less than $10.00, then that Class Member's pro rata share shall be zero for all purposes, and their share shall be reallocated among the other Class Members. Class Members whose pro rata shares are zero will still be bound by their release of claims. A more complete description regarding the details of the Plan of Allocation can be found in Section 8 of the Settlement Agreement and in the Plan of Allocation, both of which are available here.

7. How can I receive my distribution from the Settlement?

If you received the Notice, then according to the Plan’s records, you are a Class Member. You will receive your Settlement distribution via check. If this is not correct, you should contact the Settlement Administrator at (844) 496-1013 or info@TPIESOPSettlement.com.

Your Rights and Options

8. Can I get out of the Settlement?

In the event the Court enters a final order approving the Settlement and certifying the Settlement Class, you will be automatically included if you are a Class Member. This Settlement will resolve the legal claims in the lawsuit for all Class Members against Defendants. You do not have the option to exclude yourself from the Settlement if the Court approves it.

9. How do I tell the Court if I don't approve of the Settlement?

If you wish to object to the approval of the Settlement, you must submit your objection, in writing, to the Court and the Settlement Administrator at the following:

In order for an objection to be considered by the Court, it must be postmarked or sent via email, as applicable, by October 31, 2025. The objection must be in writing and should include the case name Kloss v. Argent Trust Co., et al., Case No. 23-CV-00301 (D. Minn.), and also include: (a) your name, address, and telephone number, and if you are represented by counsel, of your counsel; (b) the specific grounds for your objection (including all arguments, citations, and evidence supporting the objection); (c) a statement of whether you intend to appear at the Fairness Hearing, and the name of your counsel who will appear (if any); (d) a statement of whether the objection applies only to the objector, to a specific subset of Class Members, or to the entire Settlement Class; and (e) all documents or writings that you desire the Court to consider (including all copies of any documents relied upon in the objection).

10. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing on November 21, 2025 at 1:30 p.m. before the Honorable Judge Donovan W. Frank, United States District Court for the District of Minnesota, Warren E. Burger Federal Building and United States Courthouse, 316 North Robert Street, St. Paul, MN 55101, in Courtroom 7C, to determine whether to grant final approval of the Settlement and approve (i) the requested attorneys' fees and expenses, (ii) administrative fees, costs, and expenses, (iii) Independent Fiduciary fees, costs, and expenses, and (iv) a Service Award. If the Fairness Hearing is rescheduled, or if it is held by video conference or telephone, a notice will be posted on this website.

11. Do I have to attend the Fairness Hearing?

No, but you are welcome to come at your own expense. You may also make an appearance through an attorney. If you send an objection, you do not have to come to the Court to talk about it. As long as you send your written objection on time (described in FAQ 9), the Court will consider it.

12. May I speak at the Fairness Hearing?

Yes. If you wish to attend and speak at the hearing, you must comply with the requirements for making an objection (described in FAQ 9) to the Settlement and identify in your objection that you intend to appear and wish to speak at the Fairness Hearing.

13. What happens if I do nothing at all?

If you are a Class Member as described here and do nothing, you will receive your pro rata share of the Net Settlement Amount via check if the Settlement is finally approved.

The Lawyers Representing You

14. Do I have a lawyer in this case?

The Court has appointed the law firms of Nichols Kaster, PLLP, and Feinberg, Jackson, Worthman & Wasow LLP, as Class Counsel for the purposes of this Settlement, which means that they represent all of the Class Members in connection with this Settlement. They are experienced in handling class action lawsuits. More information about these law firms, their practices, and their lawyers' experience is available at www.nka.com and www.feinbergjackson.com.

15. Should I get my own lawyer?

You do not need to hire your own lawyer because Class Counsel is working on your behalf. You can hire your own lawyer to appear in court for you, if you so desire, but you will have to pay that lawyer.

16. How will the lawyers be paid?

Class Counsel will ask the Court to award attorneys' fees and expenses for their work in the case. The amount of any fees requested will not exceed $100,000. Class Counsel will also seek to recover their litigation costs and administrative expenses associated with the Settlement. Any deductions awarded by the Court will be paid from the Settlement Fund. Class Counsel also will ask the Court to approve a payment (called a Service Award), not to exceed $2,500, for the Class Representative as compensation for her service to the Settlement Class. Any Service Award approved by the Court will be paid from the Settlement Fund. A formal application for (i) attorneys' fees and expenses, (ii) administrative fees, costs, and expenses, (iii) Independent Fiduciary fees, costs, and expenses, and (iv) a Service Award, will be filed with the Court on or before October 7, 2025, and will be posted on this website.

Getting More Information

17. Are more details available?

For more information, you can find the First Amended Complaint and other filings related to this Settlement and the lawsuit here. You may also contact Class Counsel by calling 612-256-3200, or writing to Class Counsel as follows: