Published
October 2, 2026
Former National Holdings Corporation stockholders who held shares between February 9 and February 25, 2021 and were cashed out at $3.25 a share in the B. Riley Financial tender offer may qualify to claim a pro rata payment, estimated at about $0.60 a share before fees, from the $4.35 million National Holdings stockholder class action settlement. Claims close December 16, 2026; the settlement hearing is set for November 16, 2026.
Current Status
Claims are open. A Proof of Claim must be submitted online or postmarked by December 16, 2026. The Delaware Court of Chancery authorized notice to the class, and the settlement hearing is scheduled for November 16, 2026, at 11:00 a.m. The settlement has not received final approval, and no payment date has been announced as of October 2, 2026. Only class members who file a claim are paid.Free settlement alerts
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Status
Claims Open
Claim Deadline
December 16, 2026
Online or postmarked · objections due November 2, 2026 · no opt-out
Estimated Payout
About $0.60 a Share
Before fees of about $0.18 a share · pro rata · no payment under $10
Proof Required
Yes — Brokerage Records
Share count cashed out on February 25, 2021, with broker confirmations or statements
What Changed Recently?
Michael Mullen, a former officer of National Holdings Corporation, agreed to pay $4.35 million to settle Frank v. Mullen, a stockholder class action in the Delaware Court of Chancery. The parties signed the settlement stipulation on June 10, 2026, after a second mediation in April, and the court authorized notice to former stockholders.The lawsuit concerns B. Riley Financial’s acquisition of National, completed through a tender offer that closed on February 25, 2021 at $3.25 a share in cash. The plaintiff alleges that Mullen breached his fiduciary duties by negotiating a side arrangement with B. Riley that favored management’s rollover equity, without the oversight that would have protected minority stockholders, and by withholding valuation information from the board and its special committee. Mullen denies all of these allegations, maintains that the special committee knew of his discussions and that the merger was fair to stockholders, and agreed to settle without admitting wrongdoing. B. Riley was dismissed from the case in May 2025, and the court has made no findings on the merits.
Who Qualifies?
The class includes all record holders and beneficial owners of National Holdings common stock who held shares at any time from February 9, 2021 through the February 25, 2021 closing and had those shares exchanged for $3.25 a share in the tender offer. Successors, heirs and others claiming through a holder are included.Mullen, B. Riley Financial and Bryant Riley, their immediate family members, and entities they controlled are excluded. Receiving a notice does not by itself mean a person is an eligible class member.
How Much Can You Get?
Payments are pro rata by the number of shares cashed out in the merger. The notice says the class held 7,242,674 shares as of February 9, 2021. If every one of those shares were claimed, the average payment would be about $0.60 a share before court-approved fees and expenses, which the notice estimates at about $0.18 a share, and before notice and administration costs.The notice also points out that not every eligible holder files, which usually raises the per-share amount for those who do. Class counsel will ask for fees and expenses of up to 30% of the fund plus expenses, including an incentive award of up to $10,000 for the plaintiff that is paid out of the fee award. No payment is made to anyone whose share would be less than $10.
What Proof or Notice ID Is Required?
No notice ID is needed, but the claim is based on brokerage records. The Proof of Claim asks for the number of National shares cashed out at the February 25, 2021 closing, the claimant’s Social Security or taxpayer identification number, and, if readily available, broker confirmations, trade confirmations or account screenshots showing the holding. The form warns that leaving out documentation can delay verification or lead to rejection, and it suggests requesting copies from the broker.What Is the Deadline?
Proofs of Claim must be submitted online or postmarked by December 16, 2026. The official sources give a date only.Class members cannot opt out. Objections to the settlement, the plan of allocation or the fee request, and requests to speak at the hearing, must be received by the court or postmarked by November 2, 2026, following the instructions in the notice.
How Do You Take Action?
File online or download the Proof of Claim from the official National Holdings settlement page run by RG/2 Claims Administration. Enter the share count, attach the brokerage records, and sign the release. Investors who held shares in an account that has since closed can request historical statements from the brokerage.Other buyout-related stockholder settlements are listed on OCA’s securities class actions hub.
What Happens Next?
The court will hold the settlement hearing on November 16, 2026, at 11:00 a.m. at the Leonard L. Williams Justice Center in Wilmington, or by Zoom at the court’s discretion, to decide whether to approve the settlement, the plan of allocation and the fee request. Payments will be distributed only after the court approves both the settlement and a plan of allocation and the time for any appeal has run. No payment date had been announced as of October 2, 2026.Sources and Verification
- National Holdings settlement — official RG/2 Claims Administration page
- Notice of Pendency of Stockholder Class Action and Proposed Settlement
- Proof of Claim and Release, Frank v. Mullen, C.A. No. 2023-0381-MTZ, Delaware Court of Chancery
Questions
Is there a minimum payment?
Yes. No payment is made to a claimant whose share would be less than $10. Very small holdings may fall below that minimum.
Can I opt out?
No. The court certified the class as a non-opt-out class under Delaware Court of Chancery Rules 23(b)(1) and 23(b)(2), so every class member is bound by the settlement if it is approved. Class members can object by November 2, 2026.
What if my shares were held by a broker?
Beneficial owners whose shares were held in street name are class members and file their own claim. Brokers and other nominees were asked to forward the notice to their customers or to send the administrator the customers’ names and addresses.
Does the settlement affect appraisal claims?
The release excludes the right of a class member to pursue a properly perfected appraisal claim under Section 262 of the Delaware General Corporation Law.
Official Settlement Notice
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Settlement Amount
$4,350,000
Case Title
Frank v. Mullen
Case Number
C.A. No. 2023-0381-MTZ
Court
Court of Chancery of the State of Delaware
Final Approval Hearing
November 16, 2026 at 11:00 AM
Leonard L. Williams Justice Center, Wilmington, or by Zoom
Administrator
RG/2 Claims Administration LLC
Official Website
RG2 Claims — National Holdings
