United States et al. v. Cal-Maine Foods, Inc. et al.; Proposed Final Judgment and Competitive Impact Statement

DEPARTMENT OF JUSTICE Antitrust Division United States et al. v. Cal-Maine Foods, Inc. et al.; Proposed Final Judgment and Competitive Impact Statement Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. 16(b)-(h), that a proposed Final Judgment, Stipulation, and Competitive Impact Statement have been filed with the United States District Court for the Northern District of Iowa in United States of America et al v. Cal-Maine Foods, Inc. et al, Civil Action No. 5:26-cv-04060. On June 29, 2026, the United States, along with the States of Arizona, California, Colorado, Connecticut, Florida, Hawaii, Iowa, Maryland, Minnesota, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah, Vermont, and Wisconsin, filed a Complaint alleging that Defendants Cal-Maine Foods, Inc. (“Cal-Maine”), Hickman's Egg Ranch, Inc. (“Hickman's), and Versova Management Cooperative, Versova Holdings, LLC, and Centrum Valley Holdings, LLC (collectively, “Versova”) violated Section 1 of the Sherman Act, 15 U.S.C. 1, by, among other things, coordinating to submit bids that were designed to artificially inflate the daily price quotations of Urner Barry Publications, Inc. (“Urner Barry”), a market reporting firm. The proposed Final Judgments for each Defendant, filed at the same time as the Complaint, seek to end this anticompetitive conduct and prevent its recurrence by: imposing restrictions on competitor communications regarding bidding strategies, bids, and the information reported to any benchmark publication; restricting Defendants from entering into any agreements with competitors regarding the price, number, or other terms of bids and transactions; prohibiting Defendants from communicating with competitors regarding bids that are intended to affect a benchmark or that are not based on legitimate needs; and requiring Defendants to adopt and comply with a series of compliance measures for a term of five years. Copies of the Complaint, proposed Final Judgment, and Competitive Impact Statement are available for inspection on the Antitrust Division's website at http://www.justice.gov/atr and at the Office of the Clerk of the United States District Court for the Northern District of Iowa. Copies of these materials may be obtained from the Antitrust Division upon request and payment of the copying fee set by Department of Justice regulations. Public comment is invited within 60 days of the date of this notice. Such comments, including the name of the submitter, and responses thereto, will be posted on the Antitrust Division's website, filed with the Court, and, under certain circumstances, published in the Federal Register . Comments should be submitted in English and directed to Zachary Trotter, Chief, Chicago Office, Antitrust Division, Department of Justice, 209 South La Salle St, Suite 600, Chicago IL 60604 (email address: ATR.Public-Comments-Tunney-Act-MB@usdoj.gov ). Suzanne Morris, Deputy Director Civil Enforcement Operations, Antitrust Division. IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF IOWA WESTERN DIVISION United States of America, State of Arizona, State of California, State of Colorado, State of Connecticut, State of Florida, State of Hawaii, State of Iowa, State of Maryland, State of Minnesota, State of New York, State of North Carolina, State of Ohio, Commonwealth of Pennsylvania, State of Texas, State of Utah, State of Vermont, and State of Wisconsin, Plaintiffs, v. Cal-Maine Foods, Inc., Centrum Valley Holdings, LLC, Versova Holdings, LLC, Versova Management Cooperative, and Hickman's Egg Ranch, Inc., Defendants. Civil Action No. 5:26-cv-04060-LTS-MAR Complaint Plaintiffs United States of America and the States of Arizona, California, Colorado, Connecticut, Florida, Hawaii, Iowa, Maryland, Minnesota, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah, Vermont, and Wisconsin bring this civil antitrust action against Defendants Cal-Maine Foods, Inc.; Centrum Valley Holdings, LLC, Versova Holdings, LLC, and Versova Management Cooperative; and Hickman's Egg Ranch, Inc. to obtain equitable relief to prevent and enjoin their violation of Section 1 of the Sherman Act, 15 U.S.C. 1. I. Nature of the Action 1. Between June 2022 and March 2025, Defendants agreed to submit bids designed to artificially inflate the daily price quotations for eggs published by Urner Barry Publications, Inc., a firm that reports market pricing information for eggs. Since many of Defendants' contracts with retailers incorporate prices based on Urner Barry's price quotations, an increase in Urner Barry's price quotations leads to higher prices for eggs sold to retailers (and thus higher prices for eggs sold to consumers). 2. Defendants' agreement to manipulate the Urner Barry price quotations violates Section 1 of the Sherman Act and should be enjoined. Accordingly, Plaintiffs seek a decree requiring Defendants to cease these activities and adopt related compliance requirements. II. Defendants and Co-Conspirators 3. Defendant Cal-Maine Foods, Inc., is a publicly held Delaware corporation with its principal place of business in Ridgeland, Mississippi. 4. Defendant Centrum Valley Holdings, LLC is a Delaware company with its principal place of business in Sioux Center, Iowa. Centrum wholly or partially owns several farms whose day-to-day operations are managed by Defendant Versova Management Cooperative, including Centrum Valley Farms, Oakdell Farms, and Willamette Egg Farms. 5. Defendant Versova Holdings, LLC is a Delaware company with its principal place of business in Sioux Center, Iowa. Versova Holdings wholly or partially owns Trillium Farms, whose day-to-day operations are managed by Defendant Versova Management Cooperative. 6. Defendant Versova Management Cooperative is a cooperative association with its principal place of business in Sioux Center, Iowa. 7. This complaint refers to Centrum, Versova Holdings, and Versova Management Cooperative collectively as “Versova.” 8. Defendant Hickman's Egg Ranch, Inc. is an Arizona corporation with its principal place of business in Buckeye, Arizona. 9. Co-Conspirator Cooperative A is a Delaware corporation with its principal place of business in Aurora, Colorado. For most of the relevant time period, Defendants, or farms that they managed, were members of Cooperative A. III. Egg Industry and Background 10. Eggs are produced by egg producers and sold to buyers including grocery stores, retailers, restaurants, and food-service distributors. 1 Several of the largest egg companies, including at least two Defendants, operated their egg business with a “net short” business model during the relevant period, meaning that they did not produce sufficient eggs to satisfy their existing customer demand. To meet the shortfall in their egg production, Defendants procured eggs from egg producers (or egg brokers) on electronic exchanges, such as the exchange operated by Egg Clearinghouse, Inc., or through direct purchases from other egg producers (or egg brokers). On ECI, egg companies can submit either “bids” to purchase eggs or “offers” to sell eggs. Executed transactions are often referred to as “trades.” 1  The egg industry often uses the phrase “shell eggs” to refer to whole eggs sold unbroken in their shells. Unless otherwise stated, the term “eggs” in this Complaint refers to “shell eggs.” 11. Urner Barry is a price reporting agency that analyzes, aggregates, and anonymizes market information to publish daily price quotations that are widely used in the egg industry. Urner Barry publishes daily price quotations across regions (Midwest, Northeast, Southeast, Northwest, California, South Central) and egg sizes ( e.g., extra-large, large, medium), although its price quotations are highly correlated across regions, meaning that a change that affects one region often affects other regions. Urner Barry's price quotations are based on, among other things, trades, bids, and offers on ECI in addition to self-reported trades not on ECI. In determining its price quotations, Urner Barry considers whether trades, bids, and offers are at prices that are “premium” (prices that suggest Urner Barry's price quotations are too low), “discount” (prices that suggest that Urner Barry's current price quotations are too high), or “supportive” (prices that suggest that Urner Barry's current price quotations are approximately correct). Accordingly, egg companies' bids, offers, and trades for eggs on ECI affect Urner Barry's price quotations. 12. Egg producers, including Defendants, often sell eggs to retailers including grocery stores and restaurants under contracts for which the price of eggs is based on the daily price quotations published by Urner Barry. Thus, Urner Barry's daily price quotations are an inseparable part of the price that many retailers, including grocery stores and restaurants, pay for eggs. IV. Defendants' Unlawful Activities 13. Beginning in June 2022 and continuing through March 2025, Defendants conspired to artificially inflate Urner Barry's price quotations to increase the price of eggs sold nationwide. Defendants effectuated their conspiracy by, among other things: (i) agreeing to submit a large number of bids in order to influence Urner Barry's price quotations; (ii) agreeing that multiple Defendants would submit bids so that a diverse set of market participants were bidding; (iii) agreeing to submit a large number of bids in the hours leading up to the publication of Urner Barry's price quotations; (iv) agreeing to submit bids that were unlikely to lead to executed trades in order to increase Urner Barry's price quotations; and (v) agreeing to execute trades off of ECI (but still reported to Urner Barry) at premium prices in order to artificially inflate Urner Barry's price quotations. Defendants also lobbied Urner Barry to increase its price quotations, including by citing their bids and trades at premium prices as justifications for Urner Barry to increase its price quotations. Representative examples of Defendants' conduct to manipulate Urner Barry's price quotations are discussed below. A. Defendants Conspired to Artificially Inflate the Urner Barry Price Quotations (a) Hickman's and Cal-Maine Coordinate To “Hold” Market Prices 14. In October 2022, Hickman's and Cal-Maine coordinated to “hold” prices—meaning that they worked together to stop prices from declining. On the morning of October 14, a Cal-Maine executive texted Hickman's CEO stating, “[w]e are bidding up. Let's hold it today.” Later that day, Hickman's CEO called a now-former Cal-Maine executive over the phone. By the end of the day, Hickman's and Cal-Maine's bids on ECI accounted for over half of the bids submitted that day. 15. Urner Barry kept its price quotations for white, large, shell eggs unchanged across all regions. One of the Cal-Maine executives then texted Hickman's CEO, “[n]o change,” acknowledging that, as they had intended, Urner Barry kept its price quotations the same. (b) Defendants Coordinate To Bid “Early and Often” 16. On December 19, 2022, Cal-Maine, Versova, and Hickman's held a regularly scheduled weekly call in which they discussed Urner Barry's price quotations. That same day, Hickman's CEO emailed Defendants, “[n]eed to push the spread into the northwest. . . .” A senior Versova executive replied a few hours later, stating, “[o]ur team will be bidding for additional loads again tomorrow.” Hickman's CEO then responded, “[i]f we all bid in our respective areas for the 3-5 loads minimum we are short . . . the market reporters will have to address.” Throughout the day, Hickman's CEO spoke on the phone with that Versova executive, as well as a now-former executive from Cal-Maine. 17. On December 19, Urner Barry increased its price quotations for white, large, shell eggs across all regions. 18. Hickman's CEO repeated his request early the following morning, on December 20, emailing senior executives from Cal-Maine, Versova, and others, stating, “[p]lease consider posting strong bids, early and often. The market reporters don't get in for another hour, so it will be good for them to see diverse bidding upon logging on.” (Urner Barry is more likely to increase its price quotations if it observes higher bids from a variety of market participants.) Hickman's CEO later emailed again, stating, “[h]urry[.] There are only 16 bids on ECI right now and 15 of them are ours [Hickman's bids].” Shortly after that email, all three Defendants collectively submitted dozens of bids on ECI, most of which were at premium prices. By contrast, all other market participants combined submitted fewer than six bids that morning. Following these emails, Hickman's CEO had several phone calls with an executive from Versova and a now-former executive from Cal-Maine. 19. On December 20, Urner Barry again increased its price quotations for white, large, shell eggs across all regions. (c) “We Need To Bid Like They Vote in Chicago, Early and Often” 20. On December 21, Hickman's CEO again emailed his co-conspirators—including senior executives from Cal-Maine and Versova and the CEO of Cooperative A—noting that Urner Barry's market reporter was “trying to set the stage for [market prices] to retrace,” meaning that, according to Hickman's CEO, Urner Barry was planning to lower its egg price quotations. Hickman's CEO reiterated that Defendants should “bid openly for eggs, especially mediums and eggs into the northwest.” 21. That morning, consistent with Hickman's CEO's request, Cal-Maine, Versova, and Hickman's proceeded to collectively submit dozens of bids. By contrast, all other market participants combined submitted a small number of bids. On December 21, 2022, Urner Barry increased its price quotations for white, large, shell eggs across all regions. 22. On December 21, Urner Barry's report noted that the volume of bidding had declined from the previous day. This prompted the CEO of Cooperative A to repeat Hickman's earlier concern that Urner Barry might push for price declines, writing that Urner Barry was “prepared to pull the market down.” He then joined Hickman's CEO in asking Defendants to submit bids designed to influence Urner Barry, writing, “[a]s a group we need to bid like they vote in Chicago, early and often.” Hickman's CEO called a now-former Cal-Maine executive three times throughout the day. Hickman's CEO repeated the CEO of Cooperative A's instruction the next morning, emailing senior executives from Cal-Maine and Versova, the CEO of Cooperative A, and others, with the subject “bids,” stating: “[t]here is only a 2 cent premium for NW [Northwest] large over SC [South Central] large” eggs. Hickman's CEO continued, “[b]id early and often today.” 23. After receiving Hickman's CEO's directive to “[b]id early and often,” on December 22, a senior Versova executive told another Versova executive to “light up the northwest bids please. .02 over.” That executive agreed and then placed bids at a price that was two cents greater than Urner Barry's price quotation for the Northwest. Prospective sellers were required to call prior to accepting these bids. Then, when one of the Versova executives noted that the “NW bids are getting hit”—meaning that a seller was offering to sell the eggs to Versova to meet Versova's bid—the other Versova executive stated that he should delete the bids, suggesting that Versova did not need the eggs. 24. Consistent with Hickman's CEO's request that Defendants bid “[e]arly and often,” Cal-Maine, Versova, and Hickman's collectively submitted dozens of bids on ECI on December 22. By contrast, all other market participants combined submitted five bids on ECI. 25. On December 22, Urner Barry increased its price quotations for white, large, shell eggs across all regions, including the Northwest region. 26. Defendants recognized that their efforts were successful. For example, after coordinating to place bids designed to affect Urner Barry's price quotations for the Northwest region, Hickman's CEO sent Defendants' executives an Urner Barry report stating that “[e]gg prices [were] hitting records,” and added, “great job in the northwest today!” (d) Defendants Execute Premium Trades So the Market Reporter Has Trades To “Hang Her Hat On” 27. On August 7, 2023, a Cal-Maine executive sent a text message to a Versova executive, asking, “[a]ny more eggs?” and noting that Urner Barry's market reporter “needs premium trades to hang her hat on.” The Cal-Maine executive then proposed to buy eggs at premium prices, and the two proceeded to negotiate over the delivery date of the trade. Cal-Maine and Versova executed three private trades ( i.e., trades not executed on ECI or a similar platform) at premium prices, and Cal-Maine shared the purchase orders with Urner Barry. 28. After Urner Barry had kept its price quotations for white, large, shell eggs unchanged across all regions except California since May 26, it increased these quotations across all regions except California each day between August 9 and August 11. On August 9, the CEO of Cooperative A forwarded Urner Barry reports to Cal-Maine and wrote, “[f]inally!!!!,” referring to Urner Barry's increases in its price quotations. (e) Defendants' Continued Coordination 29. In the afternoon on December 3, 2024, Hickman's CEO spoke to executives from Cal-Maine and Versova over the phone. Early the next morning, on December 4, Cal-Maine's former CEO sent Hickman's CEO a text message stating, “[l]et it rip.” After that, Defendants significantly changed their bidding behavior. Specifically, after December 4, Defendants submitted more bids per day, and a greater percentage of their bids were at premium prices and unfilled. 30. Defendants continued to lobby Urner Barry through the 2024 holiday season, asking for ever-higher price quotations and requesting that Urner Barry place less emphasis on transactions by non-Defendants that could have led to lower price quotations. 31. Price quotations dropped significantly from their February 2025 peak after Defendants learned of the Department of Justice investigation and were instructed to preserve documents on March 5, 2025. (f) Examples not Exhaustive 32. These examples are not exhaustive; Defendants discussed Urner Barry and ECI bidding in a variety of other emails, texts, chats, and phone calls during the relevant period. V. Violation of Section 1 of the Sherman Act, 15 U.S.C. 1 33. Plaintiffs repeat and reallege paragraphs 1 through 32 of this Complaint as if fully set forth herein. 34. As described above, from June 2022 through March 2025, Defendants and their co-conspirators entered into and engaged in an agreement and conspiracy that had the direct, substantial, and foreseeable effect of artificially inflating Urner Barry's egg price quotations. This unreasonably and unlawfully restrained trade and commerce in violation of Section 1 of the Sherman Act, 15 U.S.C. 1. 35. Plaintiffs are entitled to injunctive relief against Defendants to prevent and restrain these violations of Section 1 of the Sherman Act, 15 U.S.C. 1. VI. Jurisdiction and Venue 36. Plaintiff United States of America brings this action under Section 4 of the Sherman Act, 15 U.S.C. 4, to obtain equitable relief and other relief to prevent and restrain Defendants' violations of Section 1 of the Sherman Act, 15 U.S.C § 1. The States of Arizona, California, Colorado, Connecticut, Florida, Hawaii, Iowa, Maryland, Minnesota, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah, Vermont, and Wisconsin by and through their respective Attorneys General, bring this action pursuant to Section 16 of the Clayton Act, 15 U.S.C. 26, to enjoin Defendants from violating Section 1 of the Sherman Act, 15 U.S.C. 1. 37. This Court has subject-matter jurisdiction under Section 4 of the Sherman Act, 15 U.S.C. 4, and under 28 U.S.C. 1331, 1337(a), and 1345. 38. This District is a proper venue under Section 5 of the Sherman Act, 15 U.S.C. 5; Section 12 of the Clayton Act, 15 U.S.C. 22; and 28 U.S.C. 1391, because one or more Defendants transacts business or is found within this District, a substantial portion of the conduct giving rise to this claim occurred in this District, and a substantial portion of the affected interstate commerce was transacted in this District. VII. Request for Relief 39. To remedy these illegal acts, Plaintiffs respectfully request that the Court: a. Adjudge and decree that Defendants entered into and engaged in a contract, combination, or conspiracy in restraint of trade and commerce in violation of Section 1 of the Sherman Act, 15 U.S.C. 1; b. Permanently enjoin Defendants from directly or indirectly communicating or discussing certain information relating to bidding, including competitors' bidding strategies and the prices, timing, and number of bids that competitors could or should submit; c. Permanently enjoin Defendants from directly or indirectly agreeing with each other or any competitor regarding the prices, timing, and number of bids; d. Permanently enjoin Defendants from communicating with competitors regarding the submission of bids or execution of transactions that are intended to affect any benchmark publication or are not based on legitimate business needs; e. Require Defendants to take such internal measures as are necessary to ensure compliance with any injunction; and f. Award to Plaintiffs their costs of this action and order all relief that is just and proper. Dated June 29, 2026. Respectfully submitted, For Plaintiff United States of America: Stanley E. Woodward, Jr., Associate Attorney General. Omeed A. Assefi, Senior Counsel. Nicole A. Sarrine, Deputy Assistant Attorney General. Miriam R. Vishio, Acting Director of Civil Enforcement. Jared T. Bond, Acting Deputy Director of Civil Enforcement. Mark H.M. Sosnowsky, Acting Deputy Director of Litigation. John R. Thornburgh II, Assistant Section Chief, Chicago Office. Leif Olson, United States Attorney. By: Brandon J. Gray, Assistant United States Attorney, 111 7th Avenue SE, Box 1, Cedar Rapids, IA 52401-2101, (319) 363-6333, Brandon.Gray2@usdoj.gov. Jeffrey Vernon, Senior Litigation Counsel. Alvin H. Chu, Jenigh J. Garrett, Francis H. Schulze, Attorneys, United States Department of Justice, Antitrust Division, 450 Fifth Street NW, Washington, DC 20530, (202) 367-6424, Jeffrey.Vernon@usdoj.gov. Nicholas D. Niemiec, Avi Grunfeld, Anthony E. Maneiro, Colin P. Snider, Attorneys, United States Department of Justice Antitrust Division, 209 South LaSalle Street, Suite 600, Chicago, IL 60604-1204, (202) 765-6809, Nicholas.Niemiec@usdoj.gov. For Plaintiff State of New York: Letitia James, Attorney General. Christopher D'Angelo, Chief Deputy Attorney General, Economic Justice Division . Elinor R. Hoffmann, ( pro hac vice forthcoming ), Chief, Antitrust Bureau, Elinor.Hoffmann@ag.ny.gov . Amy McFarlane, ( pro hac vice forthcoming ), Deputy Chief, Antitrust Bureau, Amy.McFarlane@ag.ny.gov . Isabella Pitt, ( pro hac vice forthcoming ), Assistant Attorney General, Antitrust Bureau, Isabella.Pitt@ag.ny.gov . James Yoon, ( pro hac vice forthcoming ), Assistant Attorney General, Antitrust Bureau, James.Yoon@ag.ny.gov . New York State Office of the Attorney General, 28 Liberty Street, New York, NY 10005, (212) 416-8436 . Attorneys for Plaintiff State of New York For Plaintiff State of Arizona: Kristin K. Mayes, Attorney General . Sarah M. Pelton ( pro hac vice forthcoming ), Office of the Arizona Attorney General, Consumer Protection & Advocacy Section, 2005 N Central Avenue, Phoenix, AZ 85004, Telephone: (602) 542-3725, Sarah.Pelton@azag.gov. Attorney for Plaintiff State of Arizona For Plaintiff State of California: Rob Bonta, Attorney General, Michael Jorgenson ( Pro Hac Vice Forthcoming ), Supervising Deputy Attorney General. Paul Chander ( Pro Hac Vice Forthcoming ), Matthew Delgado ( Pro Hac Vice Forthcoming), Deputy Attorneys General. Paula Blizzard ( Pro Hac Vice Forthcoming ), Senior Assistant Attorney General. Office of the Attorney General, California Department of Justice, 300 S Spring St., Los Angeles, California 90013, Telephone: (213) 269-6000, paul.chander@doj.ca.gov. Attorneys for Plaintiff State of California For Plaintiff State of Colorado: Philip J. Weiser, Attorney General. Elizabeth W. Hereford, Assistant Attorney General , ( pro hac vice forthcoming ). Bryn A. Williams, First Assistant Attorney General, (pro hac vice forthcoming). Colorado Department of Law, 1300 Broadway, 9th Floor, Denver, CO 80203, Telephone: (720) 508-6000, Elizabeth.Hereford@coag.gov, Bryn.Williams@coag.gov. Attorneys for Plaintiff State of Colorado For Plaintiff State of Connecticut: William Tong, Attorney General. Nicole Demers, Chief, Antitrust Section, Deputy Associate Attorney General. Rose Levine ( pro hac vice forthcoming). Amy Taylor ( pro hac vice forthcoming). Assistant Attorneys General. Connecticut Office of the Attorney General, 165 Capitol Avenue, Hartford, CT 06106, Tel: (860) 808-5030, Fax: (860) 808-5391, Nicole.Demers@ct.gov, Rose.Levine@ct.gov, Amy.Taylor@ct.gov. Attorneys for Plaintiff State of Connecticut For Plaintiff State of Florida: James Uthmeier, Attorney General. Jason Hilborn, Deputy Attorney General for Civil Enforcement. Lizabeth Brady, Director, Antitrust Division. Colin G. Fraser ( pro hac vice forthcoming). Senior Assistant Attorney General, Antitrust Division, colin.fraser@myfloridalegal.com. Steven J. Orban ( pro hac vice forthcoming). Assistant Attorney General, Antitrust Division, steven.orban@myfloridalegal.com, Florida Office of the Attorney General, The Capitol, PL-01, Tallahassee, FL 32399-1050, (850) 414-3300. Attorneys for Plaintiff State of Florida For Plaintiff State of Hawaii: Anne E. Lopez, Attorney General. Christopher J.I. Leong ( pro hac vice forthcoming). Supervising Deputy Attorney General, Commerce and Economic Development Division, christopher.ji.leong@hawaii.gov. Rodney I. Kimura ( pro hac vice forthcoming). Deputy Attorney General, rodney.i.kimura@hawaii.gov, Department of the Attorney General, 425 Queen Street, Honolulu, Hawaii. 96813, (808) 586-1180. Attorneys for Plaintiff State of Hawaii For Plaintiff State of Iowa: Brenna Bird, Attorney General. Noah Goerlitz, Assistant Attorney General, Office of the Iowa Attorney General, 1305 E Walnut St., Des Moines, IA 50319, Tel: (515) 725-1018, noah.goerlitz@ag.iowa.gov. Attorney for Plaintiff State of Iowa For Plaintiff State of Maryland: Anthony G. Brown, Attorney General. Schonette J. Walker ( pro hac vice forthcoming). Chief, Antitrust Division,swalker@oag.maryland.gov. Jonathan De Jong ( pro hac vice forthcoming). Assistant Attorney General, Antitrust Division, jdejong@oag.maryland.gov, Maryland Office of the Attorney General, 200 Saint Paul Place, 19th Floor, Baltimore, Maryland 21202, (410) 576-6470. Attorneys for Plaintiff State of Maryland For Plaintiff State of Minnesota: Keith Ellison, Attorney General. Jon M. Woodruff, ( pro hac vice forthcoming), Assistant Attorney General, jon.woodruff@ag.state.mn.us, Office of the Minnesota Attorney General, 445 Minnesota Street, Suite 600, Saint Paul, MN 55101, (651) 300-7425. Attorneys for Plaintiff State of Minnesota. For Plaintiff State of North Carolina: Jeff Jackson, Attorney General. Kunal J. Choksi, Senior Deputy Attorney General. Charles G. White ( pro hac vice forthcoming), Assistant Attorney General, North Carolina Department of Justice, P.O. Box 629, Raleigh, NC 27602, Tel: 919-716-6000, Facsimile: (919) 716-6050, Email: cwhite@ncdoj.gov. Attorneys for Plaintiff State of North Carolina For Plaintiff State of Ohio: D. Andrew Wilson, Attorney General. Erik J. Clark, Deputy Attorney General. Beth A. Finnerty, Section Chief, Antitrust Section. Edward J. Olszewski, Assistant Section Chief, Antitrust Section. Steven A. Oldham, ( pro hac vice forthcoming), Principal Assistant Attorney General, Steven.Oldham@OhioAGO.gov. Thomas W. Allen, ( pro hac vice forthcoming), Assistant Attorney General, Thomas.Allen@OhioAGO.gov, Office of the Ohio Attorney General, Antitrust Section, 30 East Broad Street, 26th Floor, Columbus, OH 43215, (614) 466-4328. Attorneys for the Plaintiff State of Ohio. For Plaintiff Commonwealth of Pennsylvania: David W. Sunday, Jr., Attorney General. Sean Kirkpatrick, Executive Deputy Attorney General, Public Protection Division. Tracy W. Wertz, Chief Deputy Attorney General, Antitrust Section. Jennifer J. Kirk, ( pro hac vice forthcoming). Senior Deputy Attorney General, Antitrust Section, jkirk@attorneygeneral.gov, (717) 497-5304, Commonwealth of Pennsylvania Office of Attorney General, 14th Floor, Strawberry Square, Harrisburg, PA 17120. Attorneys for Plaintiff Commonwealth of Pennsylvania. For Plaintiff State of Texas: Ken Paxton, Attorney General. Brent Webster, First Assistant Attorney General. Ralph Molina, Deputy First Assistant Attorney General. Austin Kinghorn, Deputy Attorney General for Civil Litigation. Thomas D. York, Chief, Antitrust Division. Cole Pritchett, Assistant Attorney General, ( pro hac vice forthcoming), cole.pritchett@oag.texas.gov, Office of the Attorney General, Antitrust Division, P.O. Box 12548, Capitol Station, Austin, Texas 78711-2548, Telephone: (512) 475-4196. Attorneys for Plaintiff State of Texas. For Plaintiff State of Utah: Derek Brown, Attorney General. Douglas Crapo, Deputy Attorney General, Public Protection Department. Marie W.L. Martin, ( pro hac vice forthcoming), Division Director, Antitrust & Data Privacy Division, mwmartin@agutah.gov, Utah Office of the Attorney General, 160 E 300 S, 5th Floor, Salt Lake City, UT 84114-0830, (801) 366-0260. Attorneys for Plaintiff State of Utah. For Plaintiff State of Vermont: Charity R. Clark, Attorney General. Alexandra Spring, Assistant Attorney General, ( Pro hac vice forthcoming). 109 State Street, Montpelier, VT 05609, Alexandra.Spring@vermont.gov, (802) 828-5529. Attorneys for Plaintiff State of Vermont. For Plaintiff State of Wisconsin: Joshua Kaul, Attorney General. Caitlin Madden, ( pro hac vice forthcoming). Assistant Attorney General, caitlin.madden@wisdoj.gov, Wisconsin Department of Justice, Post Office Box 7857, Madison, WI 53707-7857, (608) 267-1311 . Attorney for Plaintiff State of Wisconsin. United States District Court for the Northern District of Iowa Western Division United States of America, State of Arizona, State of California, State of Colorado, State of Connecticut, State of Florida, State of Hawaii, State of Iowa, State of Maryland, State of Minnesota, State of New York, State of North Carolina, State of Ohio, Commonwealth of Pennsylvania, State of Texas, State of Utah, State of Vermont, and State of Wisconsin, Plaintiffs, v. Cal-Maine Foods, Inc., Centrum Valley Holdings, LLC, Versova Holdings, LLC, Versova Management Cooperative, and Hickman's Egg Ranch, INC., Defendants. Civil Action No. 5:26-cv-04060-LTS-MAR Proposed Final Judgment Whereas, Plaintiffs, the United States of America and the States of Arizona, California, Colorado, Connecticut, Florida, Hawaii, Iowa, Maryland, Minnesota, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah, Vermont, and Wisconsin, filed their Complaint on June 29, 2026; And whereas, Plaintiffs and Defendant, Cal-Maine Foods, Inc. (“Cal-Maine”) have consented to entry of this Final Judgment without the taking of testimony, without trial or adjudication of any issue of fact or law, and without this Final Judgment constituting any evidence against or admission by any party relating to any issue of fact or law; And whereas, Cal-Maine agrees to be bound by certain obligations and to undertake certain actions to remedy the loss of competition alleged in the Complaint; And whereas, Cal-Maine represents that the relief required by this Final Judgment can and will be made and that Cal-Maine will not later raise a claim of hardship or difficulty as grounds for asking the court to modify any provision of this Final Judgment; Now, therefore, it is ordered, adjudged, and decreed: I. Jurisdiction and Venue The Court has jurisdiction over the subject matter of this action and over the parties to it. Venue for this action is proper in the United States District Court for the Northern District of Iowa. The Complaint states a claim upon which relief may be granted against Cal-Maine under Section 1 of the Sherman Act (15 U.S.C. 1). II. Definitions As used in this Final Judgment: A. “Cal-Maine” means Cal-Maine Foods, Inc., a Delaware corporation with headquarters in Ridgeland, Mississippi, its successors and assigns, and its subsidiaries, divisions, groups, and affiliates, and their directors, officers, managers, agents, and employees. “Cal-Maine” does not include Persons who are affiliated with Cal-Maine only because they are also members or owners of a Cal-Maine Commercial Association. For purposes of this definition, “groups” refers to internal business units of Cal-Maine Foods, Inc., and its successors and subsidiaries, regardless of how those business units are formally organized. B. “Benchmark Publication” means any and all publications containing any price quotations, benchmarks, indices, or market updates for Eggs, including the daily quotations and undertone reports ( e.g., the “mid-morning tone” and “egg situation” publications) published by Urner Barry (and also including the “COMTELL” market intelligence platform published by Urner Barry), the USDA Agricultural Marketing Service Egg Market News Reports, and any successor publications. C. “Bid,” “Bids,” or “Bidding” mean any offer to purchase Eggs, including any offer to purchase (1) Eggs on trading platforms or exchanges (including the exchange operated by ECI), or (2) through any other means of acquiring Eggs (including acquiring Eggs from brokers or through direct negotiations with producers of Eggs). “Bid,” “Bids,” and “Bidding” includes both executed and unexecuted offers as well as a single offer and multiple offers. For the avoidance of doubt, offers solely to sell Eggs are not “Bids,” a “Bid,” or “Bidding.” D. “Cal-Maine Commercial Association” means any Commercial Association that Cal-Maine owns (in whole or in part) or is a member of. E. “Cal-Maine Commercial Association Meeting” means any regularly scheduled in-person, telephonic, or video-based meetings held by a Cal-Maine Commercial Association or one of its committees or working groups, including supply and demand and marketing meetings. F. “Commercial Associations” means any cooperatives, joint ventures, or other associations involved in the production, processing, preparing for market, handling, marketing, or sale of Eggs. G. “Competitor” means any Person, other than Cal-Maine, who produces or processes Eggs, or markets or sells Eggs to wholesalers, grocery stores, restaurants, or food-service distributors, including any such Person other than Cal-Maine who is a member or owner of any Cal-Maine Commercial Association, and any Commercial Association that is not a Cal-Maine Commercial Association. “Competitor” does not include any Cal-Maine Commercial Association. H. “Deleted Bid” means a Bid submitted on ECI that the bidder withdraws or deletes prior to the time it would normally expire under ECI's trading rules. I. “Document” means all written, printed, or electronically stored information, and any deleted but recoverable electronic files or any electronic file fragments of any kind in the possession, custody, or control of Cal-Maine, including information stored on social media accounts like X (formerly, Twitter) or Facebook, chats, instant messages, text messages, ephemeral or non-ephemeral messaging, and other methods of group and individual communication ( e.g., Microsoft Teams, Slack), as well as documents contained in collaborative work environments and other document databases ( e.g., Microsoft SharePoint sites, eRooms, document management systems such as iManage, intranets, web content management systems such as Drupal, wikis, and blogs). “Document” includes metadata, formulas, and other embedded, hidden, and bibliographic or historical data describing or relating to any document. J. “ECI” means Egg Clearinghouse, Inc. and the Egg spot market transaction platform that it operates. K. “Eggs” means whole shell eggs which are sold unbroken in their shell. L. “Including” means including, but not limited to. M. “Legitimate Business Needs” means the need of a producer of Eggs or a Commercial Association to acquire Eggs to meet current or anticipated demand. A Bid or Transaction is not based on Legitimate Business Needs when, at the time of a Bid or Transaction: 1. the producer or Commercial Association does not need to acquire the Eggs to meet current or anticipated demand, 2. any employee, manager, or director of the producer or Commercial Association, or any agent acting at the direction of the producer or Commercial Association, submits Bids or executes Transactions knowing that the prices are higher than necessary to acquire Eggs, 3. any employee, manager, or director of the producer or Commercial Association, or any agent acting at the direction of the producer or Commercial Association, submits Bids, or executes Transactions, knowing that the Bids or Transactions are for a greater number of Eggs than necessary to meet current or anticipated demand, or 4. any employee, manager, or director of the producer or Commercial Association, or any agent acting at the direction of the producer or Commercial Association, submits Bids without an intent to transact on the prices and terms offered (except that a mistakenly or inadvertently submitted Bid or price does not count as a Bid submitted without an intent to transact). Whether a Bid is based on Legitimate Business Needs is evaluated at the time the Bid is submitted, and knowledge acquired after submission of a Bid will not change whether a Bid was based on Legitimate Business Needs at the time of submission. A Transaction that is executed as a result of a Bid that is based on Legitimate Business Needs will be considered a Transaction based on a Legitimate Business Need regardless of any changes in market conditions between the time the Bid is submitted and the execution of the Transaction. As used herein, “knowing” or “knowledge” means the actual knowledge of the employee, manager, director, or agent. Knowledge acquired after a Transaction will not change whether a Transaction was based on Legitimate Business Needs at the time of the Transaction. In addition, paying or offering to pay a higher price in order to acquire Eggs on a particular delivery timeline; to acquire Eggs of a particular type, size, or quantity; or to increase the certainty of delivery will not, without more, mean that a Bid or Transaction is not based on a Legitimate Business Need. N. “Person” means any natural person, corporate entity, partnership, association, joint venture, proprietorship, agency, board, authority, commission, office, trust, or other business or legal entity. O. “Plaintiff States” means the States of Arizona, California, Colorado, Connecticut, Florida, Hawaii, Iowa, Maryland, Minnesota, New York, North Carolina, Ohio, Pennsylvania, Texas, Utah, Vermont, and Wisconsin. P. “Senior Management” means Cal-Maine employees, agents, managers, officers, and directors, wherever located, who (1) are involved in or manage Bidding or the execution of Transactions, or (2) participate in, or supervise the individuals who participate in, Cal-Maine Commercial Associations. Q. “Transaction” means any transaction to buy Eggs. R. “Urner Barry” means Urner Barry Publications, Inc., a New Jersey corporation with a principal place of business in Toms River, New Jersey, Expana, and their present and former parent companies, Mintec Ltd. and AgriBriefing. III. Applicability This Final Judgment applies to Cal-Maine and all other Persons in active concert or participation with Cal-Maine who receive actual notice of this Final Judgment. IV. Prohibited Competitor Communications and Agreements A. Cal-Maine must not, directly or indirectly, communicate, discuss, or negotiate with any Competitor regarding: 1. the specific Bidding strategies of Cal-Maine or any Competitor; 2. the prices of any Bids that Cal-Maine or any Competitor has made, will make, could make, or should make; 3. the timing of any specific Bids that Cal-Maine or any Competitor has made, will make, could make, or should make; 4. the number of Bids that Cal-Maine or any Competitor has submitted, will submit, could submit, or should submit; or 5. the information about Bids or Transactions, including the information immediately above in this Paragraph IV(A)(1)-(4), and any non-public information about Egg prices or Egg supply and demand, that Cal-Maine, any Competitor, or any Cal-Maine Commercial Association plans to report or communicate, should report or communicate, could report or communicate, has reported or communicated, or is considering reporting or communicating to any Benchmark Publication. Nothing in this Paragraph IV.A prohibits Cal-Maine from (a) communicating with a Competitor (and, if necessary, a broker or brokers acting as an intermediary) to buy or sell Eggs, including regarding the price, number, or terms, if Cal-Maine is only discussing the price, number, or terms under which it will buy Eggs from or sell Eggs to that Competitor, solely with the Competitor with whom Cal-Maine is negotiating to buy or sell Eggs (and, if applicable, the broker or brokers), (b) communicating with a Competitor (and, if necessary, a broker or brokers acting as an intermediary) regarding the price, number, or terms of an agreement to co-pack Eggs if that co-pack agreement is solely between Cal-Maine and that Competitor (and, if applicable, the broker or brokers), (c) making general statements in an earnings call or public filing about Cal-Maine's past Bids or Bidding strategies, as long as those statements do not include current or forward-looking information about the prices, timing, or number of Bids, or Bidding strategies, or (d) communicating with any Benchmark Publications about Cal-Maine's Bids and Transactions. For the avoidance of doubt, Cal-Maine's mere receipt of a Person's communication to Cal-Maine of the information described in Paragraph IV.A, if not requested by Cal-Maine, does not constitute a violation of this Paragraph. B. Cal-Maine must not, directly or indirectly, agree with any Competitor or Cal-Maine Commercial Association: 1. on the number, pricing, or other terms of Bids submitted by Cal-Maine or any Competitor; or 2. on the number, pricing, or other terms of Transactions executed between Cal-Maine and any third party or any Competitor and any third party. C. Nothing in this Section IV prohibits 1. Cal-Maine from communicating, discussing, negotiating, or agreeing with a Competitor (or, if applicable, a Cal-Maine Commercial Association) to buy Eggs from or sell Eggs to that Competitor (or, if applicable, a Cal-Maine Commercial Association) if that acquisition or sale is solely between Cal-Maine and that Competitor (and past Bids, Transactions, or sales of Eggs may be referenced, communicated, or discussed in the negotiation of such an acquisition or sale, solely with the Competitor or Cal-Maine Commercial Association with whom Cal-Maine is negotiating to buy or sell Eggs); 2. Cal-Maine from agreeing with a Person that is not a Competitor or Cal-Maine Commercial Association to buy Eggs from, or sell Eggs to, a Competitor, if those acquisitions or sales are based on Legitimate Business Needs; 3. Cal-Maine from communicating, discussing, negotiating, or agreeing with any Cal-Maine Commercial Association, its members, or any Person acting on that Cal-Maine Commercial Association's behalf about the Bids of that Cal-Maine Commercial Association—or, if Cal-Maine is submitting a Bid of the Cal-Maine Commercial Association, communicating, discussing, negotiating, or agreeing with that Cal-Maine Commercial Association or its members or owners about the Bids of that Cal-Maine Commercial Association—as long as Cal-Maine does not, directly or indirectly, communicate, discuss, negotiate, or agree with any Competitors that are members or owners of that Cal-Maine Commercial Association about the current or future Bids or Transactions of Cal-Maine or any of the Competitors; 4. Cal-Maine from communicating, discussing, negotiating, or agreeing with a Person who purchases substantially more Eggs than that Person produces about Bids or Transactions by Cal-Maine to acquire Eggs for the benefit of that Person even if that Person otherwise meets the definition of “Competitor”; or 5. conduct other than as enumerated in this Section IV. V. Other Prohibited Conduct A. On a bi-annual ( i.e., twice a year) basis beginning with Cal-Maine's second full financial quarter following entry of the Stipulation and Order and for a period of five (5) years, Cal-Maine must submit to the United States and the Plaintiff States, no later than thirty (30) days after the close of the quarter: 1. a certification made under penalty of perjury from Cal-Maine's General Counsel that upon information and belief, based on a reasonably diligent inquiry, Cal-Maine did not communicate with any Competitor or Cal-Maine Commercial Association regarding any Bids or Transactions that Cal-Maine knows are not based on Legitimate Business Needs; and 2. a written explanation made under penalty of perjury for each Deleted Bid (except for Bids deleted because Cal-Maine acquired the necessary Eggs through other Transactions). For each Cal-Maine Deleted Bid, this written explanation must include the date and time of the Bid, any unique identifier applicable to the Bid, the dollar value of the Bid, when the Bid was deleted, and an explanation of the reasons why Cal-Maine deleted the Bid. B. Cal-Maine must not communicate with any Competitor or Cal-Maine Commercial Association regarding: 1. Bids or Transactions that Cal-Maine knows are not based on Legitimate Business Needs or 2. Bids or Transactions that Cal-Maine knows are intended to affect any Benchmark Publication. However, the mere receipt by Cal-Maine of a Competitor or Cal-Maine Commercial Association's communication regarding Bids or Transactions that are intended to affect a Benchmark Publication or Bids or Transactions that are not based on Legitimate Business Needs, if not requested by Cal-Maine, does not constitute a violation of this Paragraph V.B. C. Cal-Maine must not encourage, induce, influence, solicit, advise, agree with, or assist any Competitor or Cal-Maine Commercial Association to: 1. submit Bids, or execute Transactions, that are intended to affect any Benchmark Publication; or 2. submit Bids, or execute Transactions, that are not based on the Legitimate Business Needs of Cal-Maine, the Competitor, or the Cal-Maine Commercial Association. D. For purposes of this Section V, a Bid or Transaction is “intended to affect any Benchmark Publication” when at least one goal or purpose, known to Cal-Maine, is to affect any Benchmark Publication. For the avoidance of doubt, mere knowledge, foreseeability, or understanding that a Bid or Transaction could, would, or might affect a Benchmark publication does not make a Bid or Transaction “intended to affect any Benchmark Publication.” E. Nothing in this Section V prohibits conduct other than as enumerated in this Section V. VI. Compliance and Reporting Obligations A. Within sixty (60) days of entry of the Stipulation and Order, Cal-Maine must submit a written antitrust compliance policy to the United States and the Plaintiff States for approval by the United States in its sole discretion that complies with the obligations set forth in this Final Judgment. Cal-Maine must annually train all Senior Management on this written policy. B. Within sixty (60) days of entry of the Stipulation and Order, Cal-Maine must designate an antitrust compliance officer. Cal-Maine must identify to the United States and the Plaintiff States the antitrust compliance officer's name, business address, telephone number, and email address. Within sixty (60) days of a vacancy in Cal-Maine's antitrust compliance officer position, Cal-Maine must appoint a replacement and must identify to the United States and the Plaintiff States the replacement's name, business address, telephone number, and email address. Cal-Maine's initial and replacement appointments of an antitrust compliance officer are subject to the approval of the United States in its sole discretion. Cal-Maine is responsible for all costs and expenses related to the antitrust compliance officer. The antitrust compliance officer will be responsible for: 1. auditing on a bi-annual basis ( i.e., twice per year) compliance with Sections IV and V; 2. attending and monitoring (including through virtual, other electronic, or telephonic means) either personally or through reports from outside antitrust counsel any Cal-Maine Commercial Association Meeting in which the supply and demand or marketing of Eggs (including Bidding) is reasonably anticipated to be discussed; 3. implementing and enforcing Cal-Maine's antitrust compliance policy and annual training required by Paragraph VI.A; and 4. reporting any communication regarding Cal-Maine Commercial Association Meetings pursuant to Paragraph VI.D. C. On an annual basis beginning with Cal-Maine's second full financial quarter following entry of the Stipulation and Order, Cal-Maine must: 1. submit to the United States and the Plaintiff States a certification from Cal-Maine's General Counsel attesting under penalty o