WILMINGTON, Del., Oct. 5, 2026 /PRNewswire/ — 

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) has been preliminarily certified as a class action on behalf of the Class defined above. 

YOU ARE ALSO NOTIFIED that (i) Plaintiffs Plymouth County Retirement Association, Scott Hamparian, Emad Tadros, and Zeiad Tadros (collectively, “Plaintiffs”), on behalf of themselves and all other members of the Class; and (ii) Defendants Restaurant Brands International Inc., Matthew Perelman, and Alexander Sloane (collectively, “Defendants,” and together with Plaintiffs, the “Settling Parties” and each a “Settling Party”) have reached a proposed settlement of the Action for $18,200,000.00 (United States Dollars) in cash (the “Settlement”). The terms of the Settlement are stated in the Stipulation. The proposed Settlement, if approved by the Court, will resolve all claims in the Action.

Absent further order of the Court, the Settlement Hearing will be held on November 23, 2026, at 10:00 a.m., before The Honorable J. Travis Laster, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to, among other things: (i) determine whether the Action may be finally maintained as a non-opt-out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs may be finally appointed as the representatives for the Class and Plaintiffs’ Counsel finally appointed as counsel for the Class, and whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the interests of the Class in the Action; (iii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (iv) determine whether a Judgment substantially in the form attached as Exhibit D to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (v) determine whether the proposed Plan of Allocation is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses (“Fee and Expense Award”), and any incentive awards to Plaintiffs (“Incentive Awards”) to be paid solely from any Fee and Expense Award, should be approved; (vii) hear and determine any objections to the Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s applications for a Fee and Expense Award and any Incentive Awards to Plaintiffs; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement.

The Settlement Hearing may be adjourned by the Court without further written notice to Class Members. In addition, the Court may decide to conduct the Settlement Hearing remotely by telephone or videoconference, or otherwise allow Class Members to appear at the hearing remotely by phone or video, without further written notice to Class Members. If you intend to attend the Settlement Hearing, you should consult the Court’s docket and/or the Settlement website (www.CarrolsStockholdersLitigation.com) for any change in date, time, or format of the hearing.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at Carrols Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217; by telephone at 877-719-7073; or by email at info@CarrolsStockholdersLitigation.com. A copy of the Notice can also be downloaded from the Settlement website, www.CarrolsStockholdersLitigation.com. 

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Carrols common stock held as of the Closing of the Merger, excluding any such shares held by Excluded Persons (“Eligible Shares”); and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the Settlement, the Plan of Allocation, and/or Plaintiffs’ Counsel’s applications for a Fee and Expense Award and Incentive Awards to Plaintiffs must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and served on Plaintiffs’ Counsel and Defendants’ Counsel such that they are received no later than November 9, 2026, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs’ Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Carrols Stockholders Litigation
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI 53217
Telephone: 877-719-7073
Email:  info@CarrolsStockholdersLitigation.com 
Website:  www.CarrolsStockholdersLitigation.com 

Inquiries, other than requests for the Notice, should be made to Plaintiffs’ Counsel:

BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE

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SOURCE Labaton Keller Sucharow LLP, Andrews & Springer LLC and Bernstein Litowitz Berger & Grossmann LLP