BNBuilders $5M ESOP ERISA Class Action Settlement

Retirement Plans · Pending — Automatic Payment

Current Status

There is no claim form: class members are identified from the ESOP's records and paid automatically if the settlement is approved. Judge John H. Chun of the U.S. District Court for the Western District of Washington granted preliminary approval on September 2, 2026 and has scheduled the fairness hearing for December 16, 2026 at 9:00 a.m. in Seattle. Objections and optional direct rollover requests are due November 25, 2026. No payments have been issued and no payment date has been announced. If you were in the ESOP, watch your mail for the class notice and keep your address current with the plan.

What Changed Recently?

BNBuilders, Inc., a Seattle-based commercial general contractor, and the other defendants agreed to settle an ERISA class action over the December 23, 2021 sale of the company to its newly created employee stock ownership plan. According to the complaint, the ESOP bought 100% of BNBuilders' stock for $206,508,990, or $29.13 a share, financed entirely with debt repayable over 40 years, and the plan's own filings later valued the shares at $3.20 at the end of 2021 and $10.30 at the end of 2023.

The plaintiff, a former employee and ESOP participant, alleges that the plan overpaid for the stock. The complaint claims the valuation did not adequately discount for the sellers keeping control of the company's board, for rising interest rates and inflation, for the debt load, or for the stock's lack of marketability, and that the plan's trustee, GreatBanc Trust Company, and the company's board breached their duties under ERISA in approving and monitoring the deal. The defendants — BNBuilders, its board and several directors and executives who sold shares, and GreatBanc — have not admitted wrongdoing, and the court's order states that it makes no determination on the merits.

The case was filed in September 2025. After a stay for mediation, the parties reported a settlement on August 10, 2026, signed the settlement agreement on August 31, and the court granted preliminary approval on September 2.

Who Qualifies?

The settlement class is all participants in the BNBuilders Employee Stock Ownership Plan who held vested stock in their ESOP accounts at any time from December 23, 2021 through December 31, 2025, and those participants' beneficiaries. You do not need to still work for BNBuilders.

Excluded are the defendants and their immediate family members, any current or former fiduciary of the plan, current and former officers and directors of BNBuilders or of any entity a defendant controls, and the legal representatives, successors and assigns of anyone excluded. The ESOP had about 508 participants at the end of 2023, according to the complaint.

How Much Can You Get?

The settlement is $5 million. After the court decides on attorneys' fees and expenses, a service award for the class representative and administration costs, the net fund is divided among class members under a plan of allocation the court preliminarily approved. Class counsel's fee request is due 42 days before the hearing.

An independent fiduciary will also review the settlement on the plan's behalf, with a written determination due 35 days before the fairness hearing.

Is Any Proof or Form Required?

No. There is no claim form, and nothing needs to be documented. The class notice goes by first-class mail to addresses in the ESOP recordkeeper's data. The only optional form is the direct rollover request described below.