Catalent Securities Settlement

You may have received a Postcard Notice about the proposed Settlement. This website and the long-form Notice provide additional information about the Settlement and related procedures. The Court authorized that the Postcard Notice be sent to you because you or someone in your family may have purchased or otherwise acquired shares of Catalent publicly traded common stock and/or call options, and/or sold Catalent put options during the Class Period. Receipt of the Postcard Notice does not mean that you are a Member of the Settlement Class or that you will be entitled to receive a payment. The Parties to the Action do not have access to your individual investment information. If you wish to be eligible for a payment, you are required to submit a Claim Form. See FAQ 8.

The Court directed that the Postcard Notice be sent to Settlement Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

The Court in charge of the Action is the United States District Court for the District of New Jersey, and the case is known as City of Warwick Retirement System v. Catalent, Inc. et al., Case No. 3:23-cv-01108 (D.N.J.). The Action is assigned to the Honorable Zahid N. Quraishi, United States District Judge, and Magistrate Judge Justin T. Quinn.

The Court directed that everyone who fits the following description is a Settlement Class Member and subject to the Settlement unless they are an excluded person (see FAQ 3) or take steps to exclude themselves from the Settlement Class (see FAQ 10):

All persons and entities who or which, during the period from August 30, 2021 through May 7, 2023, inclusive, purchased or otherwise acquired the publicly traded common stock or exchange-traded call options or sold the exchange-traded put options of Catalent, Inc. and were allegedly damaged thereby.

If one of your mutual funds purchased Catalent publicly traded common stock or call options, or sold Catalent put options during the Class Period, that does not make you a Settlement Class Member, although your mutual fund may be. You are a Settlement Class Member only if you individually purchased or otherwise acquired Catalent publicly traded common stock or call options, or sold Catalent put options, during the Class Period. Check your investment records or contact your broker to see if you have any eligible purchases or acquisitions. The Parties to the Action do not independently have access to your trading information.

Yes. There are some individuals and entities who are excluded from the Settlement Class by definition. Excluded from the Settlement Class are: (i) Defendants; (ii) members of the immediate families of any Defendant who is an individual; (iii) any person who was an officer, director, and/or control person of Catalent during the Class Period; (iv) any firm, trust, corporation, or other entity in which any Defendant has or had a controlling or beneficial interest; (v) Catalent’s employee retirement and benefit plan(s) and their participants or beneficiaries, to the extent they made purchases through such plan(s); and (vi) the legal representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded person or entity, in their capacities as such. Also excluded from the Settlement Class is anyone who timely and validly seeks exclusion from the Settlement Class in accordance with the procedures described in FAQ 10.

In a class action, one or more persons or entities (in this case, Lead Plaintiffs), sue on behalf of people and entities who have similar claims. Together, these people and entities are a “class,” and each is a “class member.” A class action allows one court to resolve, in a single case, many similar claims that, if brought separately by individual people, might be too small economically to litigate. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class. In this Action, the Court has appointed SEB Investment Management AB and Public Employees’ Retirement System of Mississippi to serve as Lead Plaintiffs and has appointed Labaton Keller Sucharow LLP and Kessler Topaz Meltzer & Check, LLP to serve as Co-Lead Counsel.

Catalent is a multinational corporation that manufactures and packages drugs into delivery devices fit for human consumption (i.e., pre-filled syringes, vials, pills, etc.), pursuant to long-term supply contracts with pharmaceutical companies. Catalent manufactures and packages these products for pharmaceutical companies, which later sell them through the supply chain to healthcare providers (i.e., hospitals, clinics, etc.) that administer them to patients. Lead Plaintiffs alleged that Defendants made materially false and misleading statements or omissions with respect to: (i) the quality and operationality of certain of Catalent’s manufacturing facilities; and (ii) the Company’s financial and accounting controls. The Complaint alleged that the prices of Catalent’s publicly traded common stock and options were artificially inflated (or deflated) during the Class Period as a result of Defendants’ allegedly false and misleading statements and omissions, and Catalent’s securities’ prices declined (or rose) when the truth was allegedly revealed through a series of partial corrective disclosures.

On June 12, 2023, pursuant to the PSLRA, the Court appointed MPERS and SEB as Lead Plaintiffs and Labaton and Kessler Topaz as Co-Lead Counsel.

On September 15, 2023, Lead Plaintiffs filed the Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Complaint,” ECF No. 47) asserting claims against Defendants under Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 promulgated thereunder, and against the Individual Defendants under Section 20(a) of the Exchange Act.

Prior to filing the Complaint, Lead Plaintiffs, through Co-Lead Counsel, conducted an investigation relating to the claims, defenses, underlying events, and transactions that are the subject of the Action. This process included reviewing and analyzing: (i) documents filed publicly by the Company with the U.S. Securities and Exchange Commission (“SEC”); (ii) publicly available information, including press releases, news articles, and other public statements issued by or concerning the Company; (iii) research reports issued by financial analysts concerning the Company; (iv) other publicly available information and data concerning the Company; (v) the applicable law governing the claims and potential defenses; and (vi) consultation with experts in the areas of loss causation, damages, accounting, and internal controls. Additionally, Lead Plaintiffs, though Co-Lead Counsel, contacted and interviewed former Catalent employees who provided information about the allegations in the Action.

On November 15, 2023, Defendants filed a motion to dismiss the Complaint. Lead Plaintiffs filed their memorandum of law in opposition to the motion on January 12, 2024, and on February 15, 2024, Defendants filed their reply.

On June 28, 2024, the Court entered its Opinion denying in part and granting in part Defendants’ motion to dismiss the Complaint.

On August 12, 2024, Defendants served their Answer to the Complaint and discovery commenced. The Parties exchanged initial disclosures and thereafter served requests for the production of documents, interrogatories, and requests for admission on each other, and served subpoenas on third parties. The Parties engaged in numerous meet-and-confer conferences regarding the scope of discovery, including discussions on document custodians and search terms. By October 2025, Defendants had produced approximately 377,500 documents (approximately 3,600,000 pages) to Lead Plaintiffs, Lead Plaintiffs had produced approximately 1,000 documents (approximately 49,400 pages) to Defendants, and third parties had produced approximately 57,400 documents (approximately 287,700 pages).

Additionally, Lead Plaintiffs took nine fact depositions of current or former Catalent employees and were scheduled to take, or were in the process of scheduling, eleven additional fact depositions, including the depositions of the three Individual Defendants. The Parties were in the middle of fact discovery when they reached an agreement in principle to settle.

Lead Plaintiffs served their motion for class certification on July 1, 2025. Defendants served their memorandum of law in opposition to the motion on October 30, 2025. Briefing was set to be completed and filed with the Court on January 15, 2026. In connection with the motion for class certification, Defendants took depositions of, and Lead Plaintiffs defended the depositions of: (i) two representatives from MPERS; (ii) two representatives from SEB; (iii) two external investment managers of SEB and MPERS, which purchased Catalent stock for the Lead Plaintiffs during the Class Period; and (iv) Lead Plaintiffs’ market efficiency and damages expert, Chad Coffman.

The Parties began exploring the possibility of a settlement in May 2025; however, the Parties agreed that it was prudent to engage in further discovery before scheduling a mediation session. In August 2025, the Parties agreed to retain David Murphy of Phillips ADR Enterprises to act as mediator in the Action (the “Mediator”).

On November 19, 2025, Co-Lead Counsel and Defendants’ Counsel, among others, participated in a full-day, in-person mediation session before the Mediator. In advance of that session, the Parties submitted detailed opening and reply mediation statements to the Mediator, together with supporting exhibits, which addressed both liability and damages issues. The session ended with a Mediator’s proposal for a settlement (“Mediator’s Settlement Proposal”). On November 21, 2025, the Parties accepted the Mediator’s Settlement Proposal. The Parties memorialized their agreement in a Term Sheet that was executed on November 21, 2025, subject to the execution of a formal settlement agreement, related papers, and approval by the Court. On December 22, 2025 the Parties executed the Stipulation.

The Court did not finally decide in favor of Lead Plaintiffs or Defendants. Instead, both sides agreed to a settlement. Lead Plaintiffs and Co-Lead Counsel believe that the claims asserted in the Action have merit. They recognize, however, the expense and length of continued proceedings needed to pursue the claims through trial and appeals, as well as the difficulties in establishing liability and damages. Lead Plaintiffs and Co-Lead Counsel are mindful of the inherent problems of proof and the defenses to the claims alleged in the Action. As discovery proceeded, they were able to better evaluate the strengths and weaknesses of the allegations and chances of success in the Action. Based upon their investigation, prosecution, and mediation of the case, Lead Plaintiffs and Co-Lead Counsel have concluded that the terms and conditions of this Stipulation are fair, reasonable and adequate to Lead Plaintiffs and the other members of the Settlement Class, and in their best interests.

Defendants have denied and continue to deny each and every claim alleged by Lead Plaintiffs in the Action, including all claims in the Complaint, and specifically deny any wrongdoing and that they have committed any act or omission giving rise to any liability or violation of law. Defendants deny that any member of the Settlement Class has suffered damages or that the prices of Catalent publicly traded common stock were artificially inflated (or deflated) by reason of the alleged misrepresentations, omissions, or otherwise. Nonetheless, Defendants have concluded that continuation of the Action would be protracted and expensive, and have taken into account the uncertainty and risks inherent in any litigation, especially a complex case like this Action.

In exchange for the Settlement and the release of the Released Plaintiffs’ Claims against the Released Defendant Parties (see FAQ 9), Catalent has agreed to cause a $78,000,000 payment to be made, which, along with any interest earned, will be distributed after deduction of Court-awarded attorneys’ fees and Litigation Expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), to Settlement Class Members who submit valid and timely Claim Forms that are found to be eligible to receive a distribution from the Net Settlement Fund.

To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. You may submit a claim online, or you can download a blank Claim Form from the Important Documents page to be completed and then submitted to the Claims Administrator by mail. You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 877-239-4873.

Please read the instructions contained in the Claim Form carefully, fill out the form, include all the documents the form requests, sign it, and mail or submit it to the Claims Administrator so that it is postmarked or received no later than May 26, 2026.

If you are a Settlement Class Member and do not timely and validly exclude yourself from the Settlement Class, you will remain in the Settlement Class and that means that, upon the Effective Date of the Settlement, you will release all Released Plaintiffs’ Claims against the Released Defendant Parties. All of the Court’s orders about the Settlement, whether favorable or unfavorable, will apply to you and legally bind you.

“Released Plaintiffs’ Claims” means any and all claims, causes of action, disputes, demands, damages, liabilities, losses, and charges of every nature and description, whether known or Unknown Claims, contingent or absolute, mature or not mature, liquidated or unliquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable theory and whether arising under federal, state, common, or foreign law or any other law, rule, or regulation, whether foreign or domestic, that Lead Plaintiffs or any other member of the Settlement Class: (a) asserted in the Action or (b) could have asserted in the Action, or in any other action or in any other forum, that arise out of, are based upon, are related to, or are in consequence of both: (1) the allegations, transactions, facts, matters or occurrences, representations, omissions, disclosures, non-disclosures, matters that would have been barred by res judicata had the Action been fully litigated to a final judgment, or failures to act that were involved, set forth, or referred to in the complaints filed in the Action; and (2) the purchase or acquisition of Catalent publicly traded common stock or exchange-traded call options, or sale of exchange-traded Catalent put options, during the Class Period. For the avoidance of doubt, the Released Plaintiffs’ Claims shall not include: (i) claims to enforce the Settlement; and (ii) claims in any shareholder derivative action.

“Released Defendant Parties” means Defendants and each of their respective former, present or future parents, subsidiaries, divisions, controlling persons, associates, related entities, affiliates, present and former employees, members, partners, principals, officers (including the Individual Defendants), directors, controlling shareholders, agents, attorneys, advisors (including financial or investment advisors), accountants, auditors, consultants, underwriters, investment bankers, commercial bankers, general or limited partners or partnerships, limited liability companies, members, joint ventures, insurers and reinsurers of each of them, predecessors, successors, estates, Immediate Family Members, heirs, executors, trustees, administrators, legal representatives, and assigns of each of them, in their capacities as such; and the predecessors, successors, estates, Immediate Family Members, heirs, executors, trustees, administrators, agents, legal representatives, and assigns of each of them, in their capacities as such, as well as any trust of which any Released Defendant Party is the settlor or which is for the benefit of any of their Immediate Family Members.

“Unknown Claims” means any and all Released Plaintiffs’ Claims that Lead Plaintiffs or any other Settlement Class Member do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that Defendants do not know or suspect to exist in his or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement. With respect to any and all Released Plaintiffs’ Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiffs and Defendants shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiffs, other Settlement Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the Action, the Released Plaintiffs’ Claims or the Released Defendants’ Claims, but Lead Plaintiffs and Defendants shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have fully, finally, and forever settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Plaintiffs’ Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Lead Plaintiffs and Defendants acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Plaintiffs’ Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal.

Upon the Effective Date, Defendants will also provide a release of any claims against Lead Plaintiffs, the Settlement Class, and Co-Lead Counsel arising out of or related to the institution, prosecution, or settlement of the claims in the Action, except for claims relating to the enforcement of the Settlement or any claims against any Person who submits a request for exclusion that is accepted by the Court.

To exclude yourself from the Settlement Class, you must mail a signed letter stating that you request to be “excluded from the Settlement Class in City of Warwick Retirement System v. Catalent, Inc. et al., Case No. 23-cv-01108 (D.N.J.).” You cannot exclude yourself by telephone or email. Each request for exclusion must also: (i) state the name, address, email address (if any), and telephone number of the Person seeking exclusion; (ii) state the date(s), price(s), and number(s) of shares for each purchase/acquisition and sale (if any) of Catalent publicly traded common stock, and/or exchange-traded options purchased or sold during the Class Period; and (iii) be signed by the Person requesting exclusion. Requests must be submitted with documentary proof of each such trade. A request for exclusion must be mailed so that it is received no later than May 20, 2026 at:

Catalent Securities Settlement
EXCLUSIONS
P.O. Box 2683
Portland, OR 97208-2683

Your exclusion request must comply with these requirements in order to be valid.

If you ask to be excluded, do not submit a Claim Form because you cannot receive any payment from the Net Settlement Fund. Also, you cannot object to the Settlement because you will not be a Settlement Class Member and the Settlement will not affect you. If you submit a valid exclusion request, you will not be legally bound by anything that happens in the Action, and you may be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future.

No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Plaintiffs’ Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is May 20, 2026.

Labaton and Kessler Topaz are Co-Lead Counsel in the Action and represent all Settlement Class Members. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and Litigation Expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

Co-Lead Counsel have been prosecuting the Action on a contingent basis and have not been paid for any of their work. Co-Lead Counsel will seek, on behalf of Plaintiffs’ Counsel, an attorneys’ fee award of no more than 25% of the Settlement Fund, which includes accrued interest. Co-Lead Counsel will also seek payment of Litigation Expenses incurred in the prosecution of the Action of no more than $2 million, plus accrued interest, which may include an application in accordance with the PSLRA for the reasonable costs and expenses (including lost wages) of Lead Plaintiffs directly related to their representation of the Settlement Class. As explained above, any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.

If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Co-Lead Counsel’s Fee and Expense Application. You may write to the Court about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must file a proper objection within the deadline, and according to the following procedures.

To object, you must send a signed letter stating that you object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application in “City of Warwick Retirement System v. Catalent, Inc. et al., Case No. 23-cv-01108 (D.N.J.).” The objection must also: (i) state the name, address, telephone number, and email address (if any) of the objector and must be signed by the objector; (ii) contain a statement of the objection or objections and the specific reasons for the objection, including whether it applies only to the objector, to a specific subset of the Settlement Class, or to the entire Settlement Class, and any legal and evidentiary support (including witnesses) the Settlement Class Member wishes to bring to the Court’s attention; and (iii) include documents sufficient to show the objector’s membership in the Settlement Class, including the number of shares of Catalent publicly traded common stock, put options and call options purchased/acquired and sold (if any) during the Class Period, as well as the dates and prices of each such purchase, acquisition, and sale. Unless otherwise ordered by the Court, any Settlement Class Member who does not object in the manner described in the Notice will be deemed to have waived any objection and will be foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, and/or Co-Lead Counsel’s Fee and Expense Application. Your objection must be filed with the Court no later than May 20, 2026, and be mailed or delivered to the following counsel so that it is received no later than May 20, 2026:

You do not need to attend the Settlement Hearing to have your written objection considered by the Court. However, any Settlement Class Member who has complied with the procedures described in this FAQ 14 and in FAQ 18 may appear at the Settlement Hearing and be heard, to the extent allowed by the Court. An objector may appear in person or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Settlement Hearing.

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Co-Lead Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement Class, you have no basis to object because the Settlement and the Action no longer affect you.

The Court will hold the Settlement Hearing on June 10, 2026, at 10:00 a.m. (ET), either remotely or in person, in Courtroom 4W of the United States District Court for the District of New Jersey, Clarkson S. Fisher Building & U.S. Courthouse, 402 East State Street, Trenton, NJ 08608.

At this hearing, the Court will consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved; (ii) the proposed Plan of Allocation is fair and reasonable, and should be approved; and (iii) the application of Co-Lead Counsel for an award of attorneys’ fees and payment of Litigation Expenses is reasonable and should be approved. The Court will take into consideration any written objections filed in accordance with the instructions in FAQ 14. We do not know how long it will take the Court to make these decisions.

The Court may change the date and time of the Settlement Hearing, or hold the hearing remotely, without another individual notice being sent to Settlement Class Members. If you want to attend the hearing, you should check with Co-Lead Counsel beforehand to be sure that the date and/or time has not changed, or periodically check this website to see if the Settlement Hearing stays as scheduled or is changed.

No. Co-Lead Counsel will answer any questions the Court may have. But, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in the answer to FAQ 18 no later than May 20, 2026.

You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must, no later than May 20, 2026, submit a statement that you, or your attorney, intend to appear in “City of Warwick Retirement System v. Catalent, Inc. et al., Case No. 23-cv-01108 (D.N.J.).” If you intend to present evidence at the Settlement Hearing, you must also include in your objection (prepared and submitted according to the answer to FAQ 14) the identities of any witnesses you may wish to call to testify and any exhibits you intend to introduce into evidence at the Settlement Hearing. You may not speak at the Settlement Hearing if you exclude yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Settlement Hearing in accordance with the procedures described in this FAQ 18 and FAQ 14.

If you do nothing and you are a member of the Settlement Class, you will not receive any money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Plaintiffs’ Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see FAQ 8). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Plaintiffs’ Claims, you must exclude yourself from the Settlement Class (see FAQ 10).

This website summarizes the proposed Settlement. More details are in the Stipulation, which is available on the Important Documents page. You may also call the Claims Administrator toll free at 877-239-4873 or write to the Claims Administrator at info@CatalentSecuritiesSettlement.com with any questions that you have.

Please do not call the Court with questions about the Settlement.