Knapp v. Barclays

── Knapp v. Barclays ── Case No.: 25-1631 Court: Court of Appeals for the Second Circuit Date: March 24, 2026 Category: General 25-1631 Knapp v. Barclays United States Court of Appeals For the Second Circuit August Term 2025 Argued: March 16, 2026 Decided: March 24, 2026 No. 25-1631 JEFFREY KNAPP, MARK HOWARTH, JUSTIN REED, DR. RUTH C. MAY, and DR. DONNA E. LEDGERWOOD, on behalf of themselves and all others similarly situated, Plaintiffs-Appellants, v. BARCLAYS PLC, BARCLAYS BANK PLC, ANNA CROSS, STEVEN EWART, NIGEL HIGGINS, HELEN KEELAN, TUSHAR MORZARIA, MARIA RICHTER, JEREMY SCOTT, JAMES E. STALEY, TIM THROSBY, ALEX THURSBY, C.S. VENKATAKRISHNAN, HELENE VAN DORT, Defendants-Appellees, DOES 1–12, Defendants. * * The Clerk of Court is respectfully directed to amend the official case caption as set forth above.  Appeal from the United States District Court for the Southern District of New York No. 23-cv-2583, Lewis J. Liman, Judge. Before: WALKER, SULLIVAN, and BIANCO, Circuit Judges. Plaintiffs appeal from a judgment of the United States District Court for the Southern District of New York (Liman, J.) dismissing their claims under the Securities Act of 1933 (the “Securities Act”) against Defendants, a bank holding company, its subsidiary, and its executives (collectively, “Barclays”). Barclays issued complex debt securities called exchange-traded notes (“ETNs”), which it subsequently condensed through a 4:1 “reverse split” that swapped every four outstanding notes for a single note of equal value. Plaintiffs, who held such post- split ETNs (collectively, the “Investors”), assert that Barclays violated section 12 of the Securities Act by selling the ETNs without registering them with the Securities and Exchange Commission (“SEC”) and section 11 by tying the ETNs to a registration statement that included allegedly misleading statements. The district court dismissed the complaint because it concluded that (i) the reverse split did not constitute a “sale” under the Securities Act – a prerequisite for liability under section 12 – and (ii) the Investors failed to trace the post-split ETNs to a particular registration statement, as required for section 11 liability. On these issues of first impression, we agree with the district court and accordingly AFFIRM the judgment in full. AFFIRMED. JONATHAN BRIDGES (Mazin A. Sbaiti, on the brief), Sbaiti & Company PLLC, Dallas, TX, for Plaintiffs- Appellants. MATTHEW J. PORPORA (Jeffrey T. Scott, Julia A. Malkina, Jacob E. Cohen on the brief), Sullivan & Cromwell, New York, NY, for Defendants-Appellees. 2 PER CURIAM: Plaintiffs appeal from a judgment of the United States District Court for the Southern District of New York dismissing their claims under the Securities Act of 1933 (the “Securities Act”) against Defendants, a bank holding company, its subsidiary, and its executives (collectively, “Barclays”). Barclays issued complex debt securities called exchange-traded notes (“ETNs”), which it subsequently condensed through a 4:1 “reverse split” that swapped every four outstanding notes for a single note of equal value. Plaintiffs, who held such post-split ETNs (collectively,