Your financial institution may have issued payment cards identified in one of the alerts (or a similar document) sent out by Visa, MasterCard, or Discover related to the Data Security Incident.

The Court in charge of the case is the U.S. District Court for the Eastern District of Pennsylvania, and the lawsuits are known as the “Financial Institution Track” of In re Wawa, Inc. Data Security Litigation, Case No. 2:19-cv-06019 (E.D. Pa.). The financial institutions who sued are called the “Financial Institution Plaintiffs,” and the company they sued, Wawa, Inc. (“Wawa”), is the “Defendant.”

The Court authorized the Notice because you have a right to know about your financial institution’s rights under a proposed class action settlement with Wawa before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after objections and appeals are resolved, a Settlement Administrator appointed by the Court will make the cash payments that the Settlement allows.

The Notice package explains the lawsuits, the Settlement, your financial institution’s rights, what benefits are available, who is eligible for them, and how to get them.

The class action lawsuits, collectively referred to as the “Financial Institution Track” of In re Wawa, Inc. Data Security Litigation, Case No. 2:19-cv-06019 (E.D. Pa.), are related to the Data Security Incident and assert claims against Wawa for alleged negligence and negligence per se, and injunctive and declaratory relief. The Financial Institution Plaintiffs (on behalf of themselves and the class) seek to recover damages in the lawsuits for the expense of payment card reissuance, amounts paid to cover fraudulent payment card charges, and other costs allegedly incurred as a result of the Data Security Incident. Wawa denies the allegations, any wrongdoing, and any liability to the Financial Institution Plaintiffs. The Court has not decided whether Wawa has any legal liability.

In a class action, one or more entities called “class representatives” sue on behalf of themselves and other entities with similar claims. All of these entities together are the “class” or “class members.” One court resolves the issues for all class members, except for those who exclude themselves from the Settlement Class.

The Court has not decided in favor of Financial Institution Plaintiffs or Wawa. Instead, both sides agreed to the Settlement. The Settlement is not an admission that Wawa did something wrong, but rather a compromise to end the lawsuits. By agreeing to settle, both sides avoid the costs, risks, and uncertainties of a trial and related appeals, while providing benefits to members of the Settlement Class. The Settlement Class Representatives and the attorneys for the Settlement Class think the Settlement is best for all class members.

Your financial institution is a member of the Settlement Class and affected by the Settlement if:

• It is a financial institution in the United States (including its Territories and the District of Columbia); AND
• It issued one or more “Alerted On Payment Card,” which includes any payment card other than American Express (including debit and credit cards) that was identified as having been compromised by the Data Security Incident: (i) in an alert in the MasterCard series ADC-008258-19; (ii) in an alert in the Visa series US-2019-0520a-PA, US-2019-0520b-PA, US-2019-0520c-PA, US-2019-0520d-PA, US-2019-0520e-PA, or US-2019-0520f-PA; and (iii) any payment card issued by a financial institution identified by Discover in the Litigation; OR
• It issued any payment card, other than American Express, used at Wawa during the period of the incident March 4, 2019–December 12, 2019.

Specifically excluded from the Settlement Class are the judge of this Court presiding over this Litigation and its staff and the judges of any other court that preside, or have jurisdiction, over this Litigation or Settlement and their staff; directors, officers, and employees of Wawa; parents and subsidiaries of Wawa, and any entity in which Wawa has a controlling interest; and financial institutions that fall within the Settlement Class definition that timely and validly request exclusion from the Settlement Class.

If your financial institution excludes itself from the Settlement, it is no longer part of the Settlement Class and will no longer be eligible to receive any of the Settlement benefits. This process of excluding your financial institution is also referred to as “opting out” of the Settlement. See Question 13 below.

If you are still not sure whether your financial institution is included, you can ask for free help. You can call 1-855-391-9265 for more information. Or you can fill out and return the Claim Form described in Question 10 to see if you qualify.

Under the Settlement, Wawa will fund, on a claims-made basis, a settlement of up to $28.5 million for Settlement Class Members who timely submit valid claims. Three types of claims may be made: Cancellation and Replacement Claims (“Tier 1”); Fraud Related Claims (“Tier 2”), and Other Costs – Alternative Claims (“Tier 3”). A Settlement Class Member may make claims under (i) either or both Tier 1 and Tier 2, or (ii) Tier 3. The three types of Claims are further explained in the next question.

In addition, Wawa has agreed to pay separately up to $9 million into a “Fees & Costs Fund” to cover the costs of Notice, settlement administration, and the Court-approved amounts of attorneys’ fees and expense reimbursements. From the same amount, and if approved by the Court, Wawa will pay Service Awards of up to $10,000 to each Settlement Class Representative.

If your financial institution issued an Alerted On Payment Card, or a card used at Wawa during the period of the incident March 4, 2019–December 12, 2019, and does not “opt out” of the Settlement, it will be eligible for a payment under the Settlement if it completes and submits a valid Claim Form. If your financial institution files a timely and valid Claim, the amount your financial institution receives will depend on the type of Claim(s) filed and other variables. The three types of Claims are described below:

• Cancellation and Replacement Claims (Tier 1): Wawa will pay a minimum of $3 million and a maximum of $18.5 million towards approved Claims made under this All Settlement Class Members who submit a valid Claim Form are eligible to receive a cash payment of $5.00 for each Impacted Card cancelled and replaced between December 12, 2019 and May 1, 2020, in response to the Data Security Incident. On the Claim Form, Class Members making these claims must identify and attest under penalty of perjury as to the total number of cancelled and replaced Impacted Cards on their Claim Form, but Class Members are not required to provide any other documentation. The Settlement Administrator will adjust the per-card payment above $5.00 if the aggregate valid claims for this Tier are below $3 million, but will adjust the per-card payment below $5.00 if the aggregate valid claims for this Tier exceed $18.5 million.

• Fraud Related Claims (Tier 2): Wawa will pay a total amount of up to $8 million towards approved Claims made under this Tier. To make a valid claim under this Tier, a Settlement Class Member must provide reasonable supporting documentation to the Settlement Administrator and a statement made under penalty of perjury indicating:
  • that the Settlement Class Member suffered financial loss in the form of unreimbursed out of pocket absorption or reimbursement to a card holder attributable to fraudulent charges on Impacted Cards;
  • that the fraudulent charges on the Impacted Cards resulted from a transaction that was either:
    • card not present non-CVV; or
    • non-EMV processed; and
  • that occurred between December 12, 2019 and May 1, 2020.

A “card not present non-CVV” transaction means an online transaction where CVV code information was not requested or required to process the transaction.

A “non-EMV processed” transaction means a transaction made where the card was present at the time of the transaction but required use of only a card’s magnetic stripe to process the transaction, as contrasted with a transaction that requires an EMV chip to process the transaction.

The Settlement Administrator will value Approved Claims under this Tier at the amount of fraud loss validly identified by the Settlement Class Member, up to a maximum of $4,000 per Settlement Class Member. In the event that the total fraud losses validly claimed in all Approved Claims under this Tier exceeds $8 million, the Settlement Administrator will reduce the value of all Approved Claims under this Tier on a pro rata basis until the value of all Approved Claims under this tier reaches exactly $8 million.

• Other Costs – Alternative Claims (Tier 3): As an alternative to claims under Tier 1 or Tier 2, a Settlement Class Member may instead file a claim under Tier 3. Wawa shall pay a total amount of up to $2 million to satisfy Approved Claims under this Tier. The value of a claim made under this Tier will be a fixed amount calculated by dividing $2 million by the estimated number of Settlement Class Members ultimately confirmed in discovery (the “Tier 3 amount”). To illustrate: if there are 5,000 Class Members, the value of a claim under this Tier will be $400 per claimant. Settlement Class Members may make a claim under this Tier by submitting a validly completed claim form that indicates selection of this Tier and attesting that the Settlement Class Member incurred costs as a result of the Data Security Incident. No supporting documentation will be required for this Tier.

Settlement Class Members may make claims under (i) either or both Tier 1 and Tier 2, or (ii) Tier 3, but not all three tiers. In other words, a Settlement Class Member may submit a claim in only these forms:

• Tier 1 alone;
• Tier 2 alone;
• Both Tier 1 and Tier 2; or
• Tier 3

The Tier 3 amount will also serve as a minimum claim value for all Settlement Class Members who submit valid claims. In the event that a Settlement Class Member submits an Approved Claim under Tier 1, Tier 2, or both, but the combined value of such claim is less than the fixed value of a Tier 3 claim, the Settlement Administrator will increase the value of that Settlement Class Member’s claim to match the Tier 3 amount and convert the Settlement Class Member’s claim into a Tier 3 claim. Any claims converted to Tier 3 claims will not be included in calculation of any pro rata adjustment made to Tier 1 and Tier 2 claims under Section 4.6 (a)(i)-(ii) of the Settlement Agreement.

To qualify for a payment, you must complete and submit a valid Claim Form. You may get this Claim Form here. All Settlement Class Members that wish to receive compensation must complete and submit a Claim Form and follow its instructions, including submitting supporting documentation as needed.

To properly complete and timely submit a Claim Form, you should read the instructions carefully, include all information required by the Claim Form, sign it, and either submit the signed Claim Form electronically here by SEPTEMBER 12, 2024 or mail it to the Settlement Administrator postmarked no later than SEPTEMBER 12, 2024 at the following address:

Wawa Financial Institution Data Security Settlement
c/o Analytics Consulting LLC, Settlement Administrator
P.O. Box 2009
Chanhassen, MN 55317-2009

The Settlement Administrator will review your claim to determine its validity and the amount of your financial institution’s payment.

The Court will hold a hearing on December 18, 2024, at 10:00 a.m., at the U.S. District Court of the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, Pennsylvania 19106, to decide whether to approve the Settlement (the “Final Approval Hearing”). If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved and resolving them takes time. Payments to Settlement Class Members will be made after the Settlement is finally approved and any appeals or other required proceedings have been completed as set forth in the Settlement Agreement. You may visit this website for updates on the progress of the Settlement. Please be patient.

Unless you exclude your financial institution from the Settlement, your financial institution cannot sue or be part of any other lawsuit against Wawa or Defendants’ Released Persons (as defined in the Settlement) relating to the Data Security Incident. The specific claims your financial institution is giving up against Wawa and Defendants’ Released Persons are described in the Settlement Agreement. The terms of the release are described in Section 8 of the Settlement Agreement. Read it carefully. The Settlement Agreement is available here.

If you have any questions, you can talk to the law firms listed in Question 16 for free, or you can, of course, talk to your own lawyer if you have questions about what this means.

If your financial institution wants to keep its rights to sue or continue to sue Wawa based on claims this Settlement resolves, your financial institution must take steps to exclude itself from the Settlement Class (see Questions 13-15).

To exclude your financial institution from the Settlement, or “opt out,” you must send a letter by first-class postage prepaid U.S. mail that includes the information in the bullet points below. If you fail to include this information, the notice of exclusion will be ineffective and the Settlement Class Member will be bound by the Settlement, including all releases.

• The name of this Litigation (the “Financial Institution Track” of In re Wawa, Inc. Data Security Litigation, Case No. 2:19-cv-06019 (E.D. Pa.).
• Your financial institution’s full name, address, and phone number;
• The words “Request for Exclusion” at the top of the document or a statement in the body of the document requesting exclusion from the Settlement;
• The name, address, email address, telephone number, position, and signature of the individual who is acting on behalf of the Settlement Class Member; and
• The total number of Alerted On Payment Cards issued by your financial institution.

You must mail via first-class postage prepaid U.S. mail the completed above-described letter, postmarked no later than JUNE 26, 2024, to each of the following addresses:

Settlement Administrator
Wawa Financial Institution Data Security Settlement
c/o Analytics Consulting LLC, Settlement Administrator
P.O. Box 2009
Chanhassen, MN 55317-2009

Class Counsel
Mindee J. Reuben
LITE DEPALMA GREENBERG & AFANADOR, LLP
1515 Market Street, Suite 1200
Philadelphia, PA 19102

Wawa’s Counsel
Gregory T. Parks
Kristin M. Hadgis
MORGAN LEWIS & BOCKIUS, LLP
1701 Market Street
Philadelphia, PA 19103

If you ask to be excluded, your financial institution will not get any payment as part of this Settlement, and you cannot object to this Settlement. Your financial institution will not be legally bound by anything that happens in the Settlement and related proceedings. Your financial institution may be able to sue (or continue to sue) Wawa in the future. If you object to the Settlement and seek to exclude your financial institution, you will be deemed to have excluded your financial institution.

No. Unless you exclude your financial institution from the Settlement, your financial institution gives up any right to sue Wawa and Defendants’ Released Persons (as defined in the Settlement Agreement) for the claims that this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. Your financial institution must exclude itself from this Settlement to continue its own lawsuit. Remember, the exclusion deadline is JUNE 26, 2024.

No. If you exclude your financial institution, do not send in a Claim Form asking for a payment.

Yes. The Court appointed to represent your financial institution and other members of the Settlement Class the following law firms: Lynch Carpenter, LLP, in Pittsburgh, Pennsylvania; Lowey Dannenberg, P.C., in White Plains, New York; Hausfeld, LLP in Philadelphia, Pennsylvania: and Lite DePalma Greenberg & Afanador, LLC, in Philadelphia, Pennsylvania (collectively, “Class Counsel.”). You will not be charged directly for these lawyers; instead, they will receive compensation from the proceeds of the settlement (subject to Court approval), as described below. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel joined with other law firms around the country to initiate the class action lawsuits, consolidate them into a single action, and prosecute the Financial Institutions Track on behalf of the Financial Institution Plaintiffs and Settlement Class Members. Class Counsel worked on a contingent basis, which means that they receive a fee only if the lawsuits are successful. None of the lawyers has yet received any payment for their time or expenses. The lawyers intend to ask the Court to approve an award of no more than $9 million, to be paid separately by Wawa, as attorneys’ fees to compensate them for their time, the financial risk that they undertook, reimbursement of all litigation expenses incurred, and settlement notice and claims administration costs.

The Settlement Class is represented by three (3) named financial institutions, Inspire Federal Credit Union, Insight Credit Union, and Greater Cincinnati Credit Union (the “Settlement Class Representatives”). In addition to the benefits that the Settlement Class Representatives will receive as members of the Settlement Class—and subject to the approval of the Court—Class Counsel will request that the Settlement Class Representatives each receive Service Awards of no more than $10,000 for the efforts that they have expended on behalf of the Settlement Class. The amount of the Service Awards approved by the Court will be paid separately by Wawa from the $9 million Fees & Costs Fund.

The Court will determine whether to approve the amount of fees and costs and expenses requested by Class Counsel and the proposed Service Awards to the Settlement Class Representatives at the Final Approval Hearing scheduled for December 18, 2024. Class Counsel will file an application for fees, expenses, and Service Awards no later than October 9, 2024. The application will be available on this website or you can request a copy by contacting the Settlement Administrator (see Question 23).

If your financial institution is a Settlement Class Member, you can object to the Settlement if you do not think it is fair, reasonable, or adequate. You can give reasons why you think the Court should not approve it. The Court will consider your views. If you both object to the Settlement and seek to exclude your financial institution, your financial institution will be deemed to have excluded itself (i.e., opted out) and your objection will be deemed null and void.

Your objection must be in writing, and must include:

• The name of this Litigation: the “Financial Institution Track” of In re Wawa, Data Security Litigation, Case No. 2:19-cv-06019 (E.D. Pa.).
• Your financial institution’s full name, and the full name, address, email address, and telephone number of the person acting on its behalf;
• An explanation of the basis for why your financial institution is a Settlement Class Member;
• Whether the objection applies only to your financial institution, to a specific subset of the Settlement Class, or to the entire Settlement Class;
• All grounds for the objection stated with specificity, accompanied by any legal support for the objection;
• The identity of all counsel who represent the objector, including any former or current counsel who may be entitled to compensation for any reason related to the objection to the Settlement Agreement, Class Counsel’s request for attorney’s fees, costs, and expenses, or the application for Service Awards;
• The identity of all representatives (including counsel representing the objector) who will appear at the Final Approval Hearing;
• A description of all evidence to be presented at the Final Approval Hearing in support of the objection, including a list of any witnesses, a summary of the expected testimony from each witness, and a copy of any documents or other non-oral material to be presented; and
• Your signature on the written objection.

Any objection must be either filed electronically with the Court or mailed to the Clerk of the Court, Class Counsel, and Wawa’s counsel at the addresses set forth below. The objection must be electronically filed, or if mailed postmarked, no later than JUNE 26, 2024.

Court
Clerk of the Court
U.S. District Court
Eastern District of Pennsylvania
James A. Byrne U.S. Courthouse
601 Market Street
Philadelphia, PA 19106

Settlement Class Counsel
Mindee J. Reuben
LITE DEPALMA GREENBERG & AFANADOR, LLP
1515 Market Street, Suite 1200
Philadelphia, PA 19102

Defense Counsel
Gregory T. Parks
Kristin M. Hadgis
MORGAN LEWIS & BOCKIUS, LLP
1701 Market Street
Philadelphia, PA 19103

In addition, any Settlement Class Member that objects to the proposed Settlement Agreement may be required to appear for deposition regarding the grounds for its objection and must provide along with its objection the dates when the objector will be available to be deposed during the period from when the objection is filed through the date five (5) days before the Final Approval Hearing.

Objecting is simply telling the Court that you don’t like something about the Settlement. You can object to the benefits provided by the Settlement or other terms of the Settlement only if your financial institution stays in the Settlement Class. Excluding your financial institution or “opting out” is telling the Court that you don’t want to be included in the Settlement Class. If your financial institution excludes itself, you have no basis to object to the Settlement and related releases because the Settlement no longer affects you.

The Court will hold a Final Approval Hearing at 10:00 a.m, on December 18, 2024, in Courtroom 15-A before U.S. District Judge Kelley Brisbon Hodge of the U.S. District Court for the Eastern District of Pennsylvania, James A. Byrne U.S. Courthouse, 601 Market Street, Philadelphia, PA 19106, or at such other time, location, and venue as the Court may Order. This hearing date and time may be moved. Please refer to this website for notice of any changes.

By no later than October 9, 2024, Class Counsel shall file a motion for final approval of the Settlement and a motion for attorneys’ fees, costs, and expenses and for Service Awards. By no later than November 18, 2024, responses shall be filed, if any, to any filings by objectors, and any replies in support of final approval of the Settlement and/or Class Counsel’s application for attorneys’ fees, costs, and expenses and for Service Awards shall be filed.

At the Final Approval Hearing, the Court will consider, among other things, whether the Settlement is fair, reasonable, and adequate; how much Class Counsel will receive as attorneys’ fees and costs and expenses; and whether to approve Service Awards to the Settlement Class Representatives. If there are objections, the Court will consider them. The Court will listen to people at the hearing who file in advance a timely notice of their intention to appear (see Question 18). At or after the Final Approval Hearing, the Court will decide whether to approve the Settlement. There is no deadline by which the Court must make its decision.

No. Class Counsel will answer questions the Court may have. You are welcome, however, to come at your own expense. If you submit an objection, you do not have to come to the Court to talk about it. As long as you submitted your objection timely and in accordance with the requirements for objecting set out of the Settlement (see Question 18), the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.

If your financial institution is a Settlement Class Member and does nothing, it will remain a part of the Settlement Class but will not get any payments from the Settlement. And, unless your financial institution excludes itself, it will not be able to sue Wawa about the claims being resolved through this Settlement ever again. See the Settlement Agreement for more details about the releases.

The Notice summarizes the Settlement. More details are in the Settlement Agreement itself. You can get a copy of the Settlement Agreement here or from the Settlement Administrator by calling toll-free 1-855-391-9265.

Please monitor the website for important documents and updates on the case and the Settlement.