Former Carrols Restaurant Group stockholders who received $9.55 per share in cash when Restaurant Brands International completed its acquisition on May 16, 2024 will be paid automatically from an $18.2 million Delaware stockholder class action settlement; there is no claim form to file. November 9, 2026 is an objection deadline rather than a claim deadline, and the settlement hearing is set for November 23, 2026.
Current Status
There is no claim form and no claim deadline. Eligible class members are paid automatically if the Court approves the settlement. The dates that matter are procedural: written objections, and any notice of intention to appear at the hearing, must be received by November 9, 2026. The settlement hearing is scheduled for November 23, 2026 at 10:00 a.m. before Vice Chancellor J. Travis Laster in the Delaware Court of Chancery in Wilmington, and the Court may hold it remotely. No final approval has been granted and no payment date had been announced as of October 6, 2026.Free settlement alerts
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What Changed Recently?
The parties signed the settlement stipulation on September 11, 2026, and on September 16, 2026 the Court entered a scheduling order directing that notice go to the class and setting the November 23 hearing. The notice is dated September 24, 2026. The settlement resolves Plymouth County Retirement Association v. Restaurant Brands International Inc., C.A. No. 2024-1030-JTL, for $18.2 million in cash, funded through the defendants’ insurance coverage and contributions.The deal came after the Court denied the defendants’ motions to dismiss on July 22, 2025, followed by fact discovery in which the defendants and third parties produced more than 258,000 pages of documents. A mediator’s recommendation led to an agreement in principle on May 18, 2026. The defendants deny all wrongdoing and maintain the $9.55 merger price was fair; the settlement is not an admission of liability.
Who Qualifies?
The class covers registered holders and beneficial owners of Carrols Restaurant Group common stock who received, or had the right to receive, $9.55 per share in cash for their shares when Restaurant Brands International’s acquisition closed as of 11:59 p.m. on May 16, 2024. Carrols traded on Nasdaq under the ticker TAST. The parties estimate the class holds about 41.5 million shares.Excluded are the defendants; anyone who was a director or named executive officer of Carrols or Restaurant Brands International at the closing; Garnett Station Partners and Cambridge Franchise Holdings; the spouses and children of those people; entities they control; and trusts or accounts that held Carrols shares for their benefit. Someone who sold before the closing is not in the class. A buyer whose purchase had not settled by the closing is treated as the holder of those shares, and the seller is not.
Why You Cannot Opt Out of This One
The Court preliminarily certified the class as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2). Those rules do not give class members a right to exclude themselves, so if the settlement is approved its release binds every class member and bars separate claims over the merger. A class member who disagrees can object to the settlement, the plan of allocation or the fee request instead. An objection must be received by November 9, 2026 and must include brokerage statements or a broker’s statement showing the objector held Carrols shares at the closing.How Much Can You Get?
The settlement fund is $18.2 million plus interest. Dividing it by the roughly 41.5 million class shares gives about $0.44 a share before any deductions. That is an OpenClassActions.com estimate, not a figure from the notice, and the actual amount will be lower: notice and administration costs, taxes, and any fee and expense award come out of the fund first. Plaintiffs’ counsel will ask for attorneys’ fees and expenses of up to 20% of the fund, or $3.64 million. Incentive awards of up to $10,000 for each plaintiff would be paid out of that fee award, not on top of it. If the full 20% request is granted, the payout falls to about $0.35 a share before administration costs and taxes.Each eligible holder’s payment equals the number of eligible shares held at the closing multiplied by a per-share recovery the administrator calculates once the deductions are known. A holder of 1,000 shares would receive roughly $350 at the $0.35 level. The Court can approve the plan of allocation as proposed or change it.
How Will the Payment Reach You?
Payments travel the same route the merger cash did. For shares held in street name, the administrator pays each broker or bank for its position on the Depository Trust Company’s closing allocation report, and the broker is responsible for crediting the money to the account that held the shares. Shareholders of record outside that system are paid directly by the Settlement Administrator, A.B. Data, Ltd. The notice says the administrator will not issue a check for $10.00 or less to a record holder; those amounts stay in the fund for redistribution.Nothing needs to be filed to get paid. Record holders whose name or address has changed can update it through the official settlement website. Money left after the first distribution, such as from uncashed checks, is redistributed to eligible holders or, if that would not be cost-effective, given to the Combined Campaign for Justice, a Delaware legal-aid fund.
What Is the Case About?
Carrols, the largest Burger King franchisee in the United States, agreed in January 2024 to be acquired by Restaurant Brands International, the parent of Burger King, for $9.55 a share in cash. Before the deal, RBI held a stake in Carrols and franchise and preferred-stock rights over its business.The plaintiffs allege that RBI acted as Carrols’ controlling stockholder and used its franchisor and preferred-stock rights to influence Carrols’ business decisions and the approval of the merger, and that two members of the special committee that recommended the deal, Matthew Perelman and Alexander Sloane, co-founders of the investment firm Garnett Station Partners, had a long business relationship with RBI that was not disclosed to stockholders. They allege the merger price was unfair and the stockholder vote was coerced and not fully informed, and they brought claims for breach of fiduciary duty and unjust enrichment. These are allegations. The defendants deny them, including that RBI was a controlling stockholder, and contend that an independent special committee and a fully informed vote of unaffiliated stockholders approved the deal.
What Happens Next?
The defendants must pay $1 million into the settlement account within 20 business days of signing and the remaining $17.2 million no later than five days before the hearing. At the November 23, 2026 hearing, the Court will decide whether to finally certify the class, approve the settlement and the plan of allocation, and rule on the fee request. The date, time and format can change, so the official settlement website is the place to confirm it.A hearing is not the same as approval. If the Court approves the settlement, the judgment still has to become final, and the Court has to enter a separate order authorizing the specific distribution before any money goes out. No payment date has been announced.
Sources and Verification
- Official settlement website — Carrols Stockholders Litigation
- Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (PDF), dated September 24, 2026
- Stipulation and Agreement of Settlement, Compromise, and Release, dated September 11, 2026
- Plymouth County Retirement Association v. Restaurant Brands International Inc., C.A. No. 2024-1030-JTL, Court of Chancery of the State of Delaware
- CNBC — Burger King owner Restaurant Brands buys Carrols, its largest U.S. franchisee (January 16, 2024)
Questions
I sold my Carrols shares before the RBI deal closed. Am I covered?
No. The class covers holders who received, or had the right to receive, the $9.55 per share cash when the merger closed as of 11:59 p.m. on May 16, 2024. Someone who sold earlier did not receive that cash and is outside the class. One edge case is covered in the notice: a buyer whose purchase had not settled by the closing is treated as the eligible holder for those shares, and the seller is not.
Is the $0.44 per share figure what I will actually receive?
No. About $0.44 is the $18.2 million fund divided by the roughly 41.5 million shares the parties estimate are in the class, before anything is deducted. Attorneys' fees and expenses of up to 20% of the fund, notice and administration costs and taxes come out first, and the Court sets the final amounts. If the full fee request were granted, the figure would fall to about $0.35 a share before administration costs and taxes.
What if I have closed the brokerage account that held my Carrols shares?
Payments follow the same route the merger cash took, so for shares held in street name the money goes to the broker, and the broker is responsible for crediting the beneficial owner. A closed account is worth raising with that broker. Shareholders of record are paid directly by the Settlement Administrator, which keeps a change-of-address form on the official settlement website.
Why can't I opt out of the Carrols settlement?
The class was preliminarily certified as a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), which do not carry exclusion rights. Class members cannot remove themselves and keep a separate claim. A class member who disagrees with the settlement, the plan of allocation or the fee request can file a written objection instead.
Who is excluded from the payment?
The defendants, anyone who was a director or named executive officer of Carrols or Restaurant Brands International at the closing, Garnett Station Partners, Cambridge Franchise Holdings, their spouses and children, entities they control, and accounts that held Carrols shares for their benefit are excluded and receive nothing from the fund for their own shares.
