Corporation v.
Cal-Maine Foods,
Inc., et
al., Case
No. 1:25-cv-15084,
and (d)
Tariq
Habash, Delia
Govea, Andrew
Phillips,
and
Catalina
Torres
v.
Urner
Barry
Publications,
Inc.,
Cal-Maine
Foods,
Inc.,
et
al.,
Case
No.
1:25-cv-14112;
and
(3)
the
following lawsuits in the Western
District of Wisconsin:
(a) Matthew Edlin v. Cal-Maine Foods,
Inc., et al., Case No. 3:25-cv-
946
and
(b)
India
Price,
Lakia
Session,
and
Karen
Solomon
v.
Cal-Maine
Foods,
Inc.,
et
al.,
Case
No.
3:25-cv-1016.
The
lawsuits generally
allege that the
Company,
along with other
egg producers and industry
associations, conspired to
artificially
inflate the prices of conventional shell
eggs nationwide, primarily through manipulation of industry
price benchmarks (such a
s
the
Urner
Barry
Egg
Index
and
Eggs
Clearinghouse,
Inc.
spot
market),
coordinated
reporting
and
supply
restrictions,
particularly during the calendar year 2022 avian flu outbreak. In each case, the plaintiff seeks certification of a putative class of
either direct or
indirect purchasers, monetary
damages, injunctive
relief, attorneys\u2019 fees,
and, in
some cases,
restitution under
Section 1 of the Sherman Act, 15 U.S.C.
\u00a7 1 (the \u201cSherman Act\u201d) and
various state antitrust and
consumer protection statutes.
On
November 19,
2025,
a motion
to
transfer all
cases
to
the
Southern
District
of Indiana
was filed
with
the
Joint
Panel
on
Multidistrict Litigation (\u201cJPML\u201d) to
consolidate the actions for pre-trial proceedings.
The defendants, including
the Company,
have responded
to
such motion
also seeking
consolidation in
the
Southern District
of Indiana.
The parties
in
each case
have
agreed to stay the deadline for
the Company to
answer or otherwise respond to the
complaints pending JPML proceedings. No
discovery
has
taken
place
in
any
of
the
actions.
The
Company
disputes
plaintiffs\u2019
allegations
in
each of
these
actions
and
intends to vigorously defend itself in these
actions.
Civil Investigative Demand
In
March
2025,
the
Company
received
a
Civil
Investigative
Demand
(\u201cCID\u201d)
from
the
Department
of
Justice
(\u201cDOJ\u201d)
in
connection with an antitrust investigation to determine whether there is,
has been or may be
a violation of the
antitrust laws by
anticompetitive conduct
by
and among
egg producers.
In August
2025, the
Company received
a subpoena
from the
State
of
New York
requesting information and documents
related to its investigation
of anticompetitive conduct and high egg
prices in
the egg
industry.
Additionally, various
state Attorneys
General have sought
to join
the DOJ\u2019s
investigation or
have requested
access to the confidential disclosures by the Company to DOJ.
The Company is complying with the CID and the subpoena and
cooperating with the investigations. Management
cannot predict the eventual scope, duration or
outcome of these investigations
and is unable to estimate the amount or range
of potential losses, if any, at this time.
State of Texas v.
Cal-Maine Foods, Inc. d/b/a Wharton;
and Wharton County Foods,
LLC
On April 23, 2020,
the Company and its
subsidiary Wharton County Foods, LLC (\u201cWCF\u201d) were named as defendants
in State
of Texas
v.
Cal-Maine Foods,
Inc. d/b/a
Wharton; and
Wharton County
Foods, LLC,
Cause No.
2020-25427, in
the District
Court of
Harris County,
Texas.
The State
of Texas
(the \u201cState\u201d) asserted
claims based
on the
Company\u2019s
and WCF\u2019s
alleged
violation
of
the
Texas
Deceptive
Trade
Practices\u2014Consumer
Protection
Act,
Tex.
Bus.
&
Com.
Code
\u00a7\u00a7
17.41-17.63
(\u201cDTPA\u201d).
The
State
claimed
that
the
Company
and
WCF
offered
shell
eggs
at
excessive or
exorbitant
prices
during
the
COVID-19
state
of
emergency
and
made
misleading
statements
about
shell
egg
prices.
The
State
sought
temporary
and
permanent
injunctions
against
the
Company
and
WCF
to
prevent
further
alleged
violations
of
the
DTPA,
along
with
over
$
100,000
in damages. On August 13,
2020, the court granted the
defendants\u2019 motion to dismiss the
State\u2019s original petition with
prejudice. On September 11, 2020, the State filed
a notice of appeal, which was assigned to the Texas
Court of Appeals for the
First
District.
On
August
16,
2022,
the
appeals
court
reversed
and
remanded
the
case
back
to
the
trial
court
for
further
proceedings. On October 31, 2022, the
Company and WCF appealed the First District Court\u2019s decision to the Supreme Court of
Texas.
On September
29, 2023,
the Supreme Court
of Texas
denied the
Company\u2019s Petition
for Review
and remanded to
the
trial
court
for
further
proceedings.
On
November
30,
2024,
the
State
filed
an
amended
petition,
primarily
to
address
a
procedural deficiency
that
required
the
State
to
generally
plead
it
was
seeking
monetary
relief
over
$
1.0
restitution,
civil
penalties,
attorney\u2019s
fees
and
costs.
Pre-trial
proceedings
are
progressing
in
accordance
with
the
court\u2019s
schedule. Management believes
the risk of material loss related to this
matter to be remote.
Kraft Foods Global, Inc. et al. v. United Egg Producers,
Inc. et al.
On September 25, 2008,
the Company was named
as one of
several defendants in numerous
antitrust cases involving
the U.S.
shell
egg industry.
The Company
settled all
of these
cases, except
for the
claims
of certain
plaintiffs who
sought substantial
damages allegedly arising
from the
purchase of
egg products
(as opposed
to shell
eggs). These
remaining plaintiffs
are Kraft
Food Global, Inc., General Mills,
Inc., and Nestle USA, Inc. (the
\u201cEgg Products Plaintiffs\u201d) and, until
a subsequent settlement
was reached as described
below, The Kellogg Company.
On September
13, 2019, the
case with
the Egg Products Plaintiffs
was remanded from a
multi-district litigation proceeding
in
the
United
States
District
Court
for the
Eastern
District
of Pennsylvania,
In
re Processed
Egg
Products
Antitrust
Litigation,
MDL No. 2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al.
v. United
Egg
Producers, Inc.
et
al., Case
No. 1:11
-cv-8808, for
trial.
The Egg
Products Plaintiffs
alleged that
the Company
and other
defendants
violated
Section
1
of
the
Sherman
Act, 15.
U.S.C.
\u00a7
1,
by
agreeing to
limit the
production of
eggs
and thereby