# United States v. Reddy Ice LLC, et al. Proposed Final Judgment and Competitive Impact Statement

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URL: https://www.frixlaw.com/law-library/documents/fr%3A2026-03102

## Record

- **Collection:** Federal Register
- **Document type:** Notice
- **Published:** February 18, 2026
- **Citation:** 91 FR 7634

## Text

DEPARTMENT OF JUSTICE
Antitrust Division
United States v. Reddy Ice LLC, 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 District of Columbia in
United States of America
v.
Reddy Ice LLC, et al.,
Civil Action No. 1:26-cv-271. On January 30, 2026, the United States filed a Complaint alleging that Stone Canyon Industries Holdings, LP's Reddy Ice LLC's (“Reddy Ice”) proposed acquisition of Chill Parent Holdco, L.P.'s Chill Holdings, Inc. (“Arctic Glacier”) would violate Section 7 of the Clayton Act, 15 U.S.C. 18. The proposed Final Judgment, filed at the same time as the Complaint, requires Reddy Ice to divest assets in California, Massachusetts, New York, Oregon, and Washington to preserve competition for packaged ice sold to retail chains, airlines, and airline caterers in local markets.

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 District of Columbia. 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 Jill Maguire, Acting Chief, Healthcare and Consumer Products Section, Antitrust Division, Department of Justice, 450 Fifth Street NW, Suite 4100, Washington, DC 20530 (email address:
ATR.Public-Comments-Tunney-Act-MB@usdoj.gov
).

Suzanne Morris,
Deputy Director Civil Enforcement Operations, Antitrust Division.

United States District Court for the District of Columbia

United States of America, United States Department of Justice, Antitrust Division, 450 Fifth Street NW, Suite 4100, Washington, DC 20530,
Plaintiff, v.
REDDY ICE LLC, 5710 LBJ Freeway, Suite 300, Dallas, TX 75240, STONE CANYON INDUSTRIES HOLDINGS, LP, 1875 Century Park East, Suite 320, Los Angeles, CA 90067,
and
CHILL PARENT HOLDCO, L.P., 1001 Pennsylvania Ave. NW, Suite 220S, Washington, DC 20003
Defendants.

Case No.: 1:26-cv-271-SLS

Complaint

Reddy Ice seeks to acquire Arctic Glacier, combining the largest two producers of packaged ice in certain parts of the United States where they both compete. This proposed acquisition threatens to eliminate substantial head-to-head competition and risks increasing prices for packaged ice paid by retail chains in Oregon, Washington, and Imperial and Riverside counties in California, and also by airlines and airline caterers in the New York City and Boston metropolitan areas. The United States of America brings this civil action under Section 7 of the Clayton Act, 15 U.S.C. 18, to enjoin this anticompetitive merger.

I. Introduction

1. Found at backyard cookouts and on cross-country flights, packaged (or bagged) ice is a staple of American life. Packaged ice producers sell packaged ice to national, regional, and multi-regional retail chains, airlines, and airline caterers, among other customers. These large ice purchasers require high-quality service from packaged ice producers. Retail chains want ice reliably stocked in their stores, particularly during the summer months, and airlines need ice to serve their customers during in-flight beverage services.

2. Packaged ice producers, such as Reddy Ice and Arctic Glacier, deliver ice to their customers or customers' warehouses directly from their plants or distribution facilities. Reddy Ice and Arctic Glacier also contract with other ice producers, called co-packers, who manufacture and deliver ice to some of Reddy Ice's and Arctic Glacier's customers, typically to locations outside of Reddy Ice's and Arctic Glacier's facility footprints. Working with co-packers can keep down the costs of transport, which can be high due to packaged ice's high volume and weight relative to its sales price, as well as the expense of fuel and refrigeration.

3. The packaged ice industry has undergone significant consolidation resulting in there being three large packaged ice producers—Reddy Ice, Arctic Glacier, and Home City Ice—having largely complementary footprints in the United States, although they do overlap in some geographic areas. Reddy Ice's packaged ice facilities are located in the Southeast, South, and parts of the West and West Coast; Arctic Glacier's packaged ice facilities are located in the Northeast, parts of the Midwest, and on the West Coast; and Home City Ice's packaged ice facilities are located in the Midwest and in parts of the Mid-Atlantic and Southeast.

4. Competition between Reddy Ice and Arctic Glacier for the sale of packaged ice to large purchasers such as retail chains, airlines, and airline caterers has resulted in lower prices and better service for these customers. The proposed acquisition would substantially lessen this competition, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18, and should be enjoined.

II. The Defendants and the Proposed Transaction

5. Reddy Ice is the largest producer of packaged ice in the United States with annual revenues of approximately $511 million. It is headquartered in Dallas, Texas, and is owned by Stone Canyon Industries Holdings, LP. The company sells packaged ice in 37 states and the District of Columbia. It operates 100 ice manufacturing facilities and distribution facilities in the United States. Reddy Ice also owns approximately 2,320 in-store bagging machines that produce and package ice for retail chains like grocery stores and convenience stores.

6. Arctic Glacier is the third largest packaged ice producer in the United States with annual revenues of approximately $306 million. It has dual headquarters in Bala Cynwyd, Pennsylvania, and Winnipeg, Canada. Arctic Glacier's ultimate parent entity is Chill Parent Holdco, L.P., which the Carlyle Group owns. Arctic Glacier sells its packaged ice in 19 states. It operates 57 ice manufacturing facilities and distribution facilities in the United States.

7. On July 3, 2025, Reddy Ice and Arctic Glacier executed a purchase agreement through which Reddy Ice will acquire Arctic Glacier for more than $126.4 million but less than $179.4 million.

III. The Relevant Markets for Evaluating the Proposed Transaction

8. Commercial purchasers of packaged ice, such as large retail chains and other multi-location customers, strongly prefer to purchase from large producers with broad geographic footprints, such as Reddy Ice, Arctic Glacier, and Home City Ice. These producers operate at scale and are uniquely capable of serving these multi-location retail

chains and other customers because they each have large regional networks with dozens of manufacturing and distribution facilities. While there are hundreds of smaller local packaged ice producers, most have only a single facility and are therefore generally unable to compete for the business of multi-location customers.

9. Reddy Ice and Arctic Glacier compete for the sale of packaged ice in areas where they are both present, either with a manufacturing facility or through a co-packer. In assessing the likely effects of this transaction, the relevant markets are best defined by the type and locations of the customers purchasing the packaged ice. Those markets include (1) the sale of packaged ice to retail chains with stores in areas where the parties compete, and (2) the sale of packaged ice to airlines and airline caterers in areas where the parties compete.

A. The Sale of Packaged Ice to Retail Chains in Oregon, Washington, and Imperial and Riverside Counties in California Are Relevant Markets

10. The sale of packaged ice to retail chains is a relevant product market. There are no reasonable substitutes for packaged ice sold to retail chains. For most retail chains, alternative ways of procuring ice—such as ice vending machines and self-supply—are not viable due to cost, capacity, and space limitations.

11. Packaged ice producers negotiate individual prices with retail chains for delivery of packaged ice to multiple stores. Retail chains with stores in locations where the parties compete can therefore be targeted for price increases. Similarly situated retail chains can be grouped together for analytical convenience to assess the competitive effects of the transaction. The relevant geographic markets in which retail chains will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in Oregon, Washington, and Imperial and Riverside counties in California.

12. Retail chains in these markets generally do not consider small and single-location packaged ice producers as viable options, so they often rely on large packaged ice producers with broad geographic footprints for packaged ice supply. Retail chains in these markets often prefer to contract with large packaged ice producers because they have the ability to serve stores across multiple geographies. Other reasons include volume discounts; proven ability to serve large customers; the administrative simplicity of fewer suppliers; and the ability of large packaged ice producers to supply back-up ice from alternative facilities.

13. A hypothetical monopolist supplier of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California would profitably increase prices by at least a small but significant non-transitory amount because retail chains in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to retail chains in Oregon, Washington, and Imperial and Riverside counties in California are relevant markets within the meaning of Section 7 of the Clayton Act.

B. The Sale of Packaged Ice to Airlines and Airline Caterers in the Metropolitan Areas of Boston and New York City Are Relevant Markets

14. The sale of packaged ice to airlines and airline caterers is a relevant product market. There are no reasonable substitutes for packaged ice sold to airlines and airline caterers. Airlines and airline caterers buy packaged ice primarily to supply the ice used during in-flight beverage services. Unlike retail chains, most airlines and airline caterers purchase smaller, five-pound bags in heat-sealed bags, which require different machinery that many ice producers do not have, rather than the typical seven-pound (or larger) bags sold to retail chains. Ice vending machines and self-supply of packaged ice are not viable alternatives for most airlines and airline caterers due to cost, capacity, and space limitations.

15. Packaged ice producers negotiate individual prices with airlines and airline caterers for delivery to airports. Airlines and airline caterers in locations where the parties compete can therefore be targeted for price increases. Similarly situated airlines and airline caterers can be grouped together to assess the effects of the transaction. The relevant geographic markets in which airlines and airline caterers will likely be harmed by the proposed transaction are the locations of these similarly situated targetable customers in the metropolitan areas of Boston and New York City.

16. Airlines and airline caterers in these markets generally do not consider small, local packaged ice producers as viable options, so they rely mainly on large packaged ice producers capable of producing high volumes of five-pound heat-sealed bags for packaged ice supply.

17. A hypothetical monopolist supplier of packaged ice to airlines and airline caterers in the metropolitan areas of Boston and New York City would profitably increase prices by at least a small but significant non-transitory amount because airlines and airline caterers in these areas have no practical alternative source of supply. Therefore, the sale of packaged ice to airlines and airline caterers in these areas are relevant markets within the meaning of Section 7 of the Clayton Act.

IV. Anticompetitive Effects of the Proposed Transaction

18. The proposed transaction would combine Reddy Ice and Arctic Glacier, the largest packaged ice producers capable of servicing, whether directly or through co-packers, most retail chains, airlines, and airline caterers in the relevant geographic markets.

19. In each of the relevant markets, Reddy Ice and Arctic Glacier compete head to head to sell packaged ice. Competition between them lowers prices and improves service in the relevant markets. Many customers solicit bids from packaged ice producers and select the bidder that offers the best combination of service quality and price. Even customers who use less formal procurement processes benefit from the competition between these two large producers on price and quality of service.

20. Smaller local ice producers are typically not invited to bid on business from retail chains, airlines, or airline caterers. These customers can usually arrange more convenient supply to all of their locations, nationally or regionally, by contracting with larger packaged ice producers such as Reddy Ice and Arctic Glacier. Many of these customers are also reluctant to incur the additional risks and administrative costs of adding contracts with untested small producers that can only deliver locally.

21. Because the proposed transaction would eliminate head-to-head competition between Reddy Ice and Arctic Glacier and leave retail chains, airlines, and airline caterers in the relevant markets with few, if any, competitive alternatives, it is likely to significantly lessen competition and lead to higher prices, reduced service quality, or both.

V. Potential Entry or Expansion Would Not Offset Anticompetitive Effects

22. New entry and expansion by competitors are unlikely to be timely and sufficient to offset the proposed merger's likely anticompetitive effects. Barriers to entering the market at sufficient scale are high. Significant up-front capital is required to start a network of production facilities with the scale needed to meaningfully compete with the combined firm. There are also reputational barriers that prevent new

entrants from replacing the lost competition between these large and established suppliers in a timely manner.

23. The proposed transaction is unlikely to generate verifiable, merger-specific efficiencies sufficient to reverse or outweigh the anticompetitive effects that are likely to occur as a result of the proposed transaction.

VI. Jurisdiction and Venue

24. The United States brings this action pursuant to Section 15 of the Clayton Act, as amended, 15 U.S.C. 25, to prevent and restrain Defendants from violating Section 7 of the Clayton Act, as amended, 15 U.S.C. 18.

25. Defendants sell packaged ice in the flow of interstate commerce and their sale of the product substantially affects interstate commerce, including in this judicial district. This court therefore has subject matter jurisdiction over this action pursuant to Section 15 of the Clayton Act, 15 U.S.C. 25, and 28 U.S.C. 1331, 1337(a), and 1345.

26. Both Defendants transact business in this judicial district. Venue is therefore proper in this judicial district under 28 U.S.C. 1391(b) and (c).

VII. Violation Alleged

27. The United States hereby incorporates the allegations of paragraphs 1 through 26 above as if set forth fully herein.

28. The effect of the proposed transaction may be substantially to lessen competition in interstate trade and commerce, in violation of Section 7 of the Clayton Act, 15 U.S.C. 18.

29. Unless enjoined, the proposed transaction would likely have the following anticompetitive effects, among others:

(a) Eliminating head-to-head competition between Defendants for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;

(b) Substantially lessening competition generally for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets;

(c) Causing prices to be higher than they would be otherwise for packaged ice sold to retail chains, airlines, and airline caterers in the relevant markets; and

(d) Reducing choice and quality of service for customers purchasing packaged ice in the relevant markets.

VIII. Request For Relief

30. The United States requests that this Court:

(a) Adjudge and decree that Reddy Ice's acquisition of Arctic Glacier is unlawful and violates Section 7 of the Clayton Act, 15 U.S.C. 18;

(b) Permanently enjoin and restrain Defendants and all persons acting on their behalf from consummating the proposed acquisition of Arctic Glacier by Reddy Ice, or from entering into or carrying out any contract, agreement, plan, or understanding, the effect of which would be to combine Arctic Glacier and Reddy Ice;

(c) Award the United States its costs for this action; and

(d) Award the United States such other and further relief as the Court deems just and proper.

Dated: January 30, 2026

Respectfully submitted,

FOR PLAINTIFF UNITED STATES OF AMERICA:

ABIGAIL A. SLATER (D.C. Bar #90027189)

Assistant Attorney General

MARK H. HAMER (D.C. Bar #1048333)

Deputy Assistant Attorney General

GEORGE C. NIERLICH (D.C. Bar #1004528)

Acting Director of Civil Enforcement (Mergers)

JILL C. MAGUIRE (D.C. Bar #979595)

Acting Chief, Healthcare and Consumer Products Section

MEAGHAN GRIFFITH (D.C. Bar #1034228)

Acting Assistant Chief, Healthcare and Consumer Products Section

NATALIE MELADA*

NICOLE CULLEN

JUSTIN DEMPSEY (D.C. Bar #425976)

DAVID GROSSMAN (D.C. Bar #1601691)

CHRIS HONG

BARRY JOYCE

STELLA MARTIN (D.C. Bar #90029539)

Trial Attorneys

U.S. Department of Justice

Antitrust Division

Healthcare and Consumer Products Section

450 Fifth Street NW, Suite 4100

Washington, DC 20530

Tel.: (202) 705-9116

Email:
natalie.melada@usdoj.gov

* LEAD ATTORNEY TO BE NOTICED

United States District Court for the District of Columbia

United States of America,
Plaintiff, v.
Reddy Ice LLC, Stone Canyon Industries Holdings, LP,
and
Chill Parent Holdco, L.P.,
Defendants.

Case No.: 1:26-cv-271-SLS

Proposed Final Judgment

Whereas,
Plaintiff, United States of America, filed its Complaint on January 30, 2026;

And whereas,
the United States and Defendants, Reddy Ice LLC, Stone Canyon Industries Holdings, LP, and Chill Parent Holdco, L.P., 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,
Defendants agree to make certain divestitures and to undertake certain actions related to the divestitures to remedy the loss of competition alleged in the Complaint;

And whereas,
Defendants represent that the divestitures and other relief required by this Final Judgment can and will be made and that Defendants 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

The Court has jurisdiction over the subject matter of and each of the parties to this action. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act (15 U.S.C. 18).

II. Definitions

As used in this Final Judgment:

A. “Acquirer” or “Acquirers” means Columbia Basin Ice; Dee Zee Ice; Natuzzi Ice; Oregon Ice; San Diego Ice; or another entity or entities approved by the United States in its sole discretion to which Defendants divest the Divestiture Assets.

B. “Acquirer of the California Divestiture Assets” means San Diego Ice or another entity approved by the United States in its sole discretion to which Defendants divest the California Divestiture Assets.

C. “Acquirer of the Massachusetts Divestiture Assets” means Dee Zee Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Massachusetts Divestiture Assets.

D. “Acquirer of the New York Divestiture Assets” means Natuzzi Ice or another entity approved by the United States in its sole discretion to which Defendants divest the New York Divestiture Assets.

E. “Acquirer of the Oregon Divestiture Assets” means Oregon Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Oregon Divestiture Assets.

F. “Acquirer of the Washington Divestiture Assets” means Columbia

Basin Ice or another entity approved by the United States in its sole discretion to which Defendants divest the Washington Divestiture Assets.

G. “Arctic Glacier” means Defendant Chill Parent Holdco, L.P., a limited partnership with its headquarters in Washington, DC and Chill Holdings, Inc., a Delaware corporation with its headquarters in Wilmington, DE, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

H. “California Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 1 to this Final Judgment, except for the Excluded California Assets, including:

1. the lease effective August 21, 2017, between Shaba Investments, Inc. (formerly Leslie Whitted and Robert Whitted) and Reddy Ice LLC (formerly Reddy Ice Corporation) for the premises located at 462 North 8th Street, Brawley, CA 92227;

2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;

3. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;

4. all ice merchandisers provided to customers listed in Schedule 1 to this Final Judgment as of California Divestiture Date;

5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of California Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and leases, and all outstanding offers or solicitations to enter into similar arrangements;

6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and

7. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 1 to this Final Judgment, (b) production, repair, maintenance, and performance records, and (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees.

I. “California Divestiture Date” means the date on which the California Divestiture Assets are divested to Acquirer of the California Divestiture Assets pursuant to this Final Judgment.

J. “California Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the California Divestiture Assets, at any time between January 1, 2026, and California Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are California Personnel.

K. “Columbia Basin Ice” means Columbia Basin Ice, LLC, a Washington limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

L. “Dee Zee Ice” means Dee Zee Ice, LLC, a Connecticut limited liability corporation doing business as Diamond Ice with its headquarters in Southington, CT, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

M. “Divestiture Assets” means the California Divestiture Assets, the Massachusetts Divestiture Assets, the New York Divestiture Assets, the Oregon Divestiture Assets, and the Washington Divestiture Assets.

N. “Divestiture Date” means the date on which the Divestiture Assets are divested to Acquirers pursuant to this Final Judgment.

O. “Excluded California Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to California Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to California Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of California Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the California Divestiture Assets arising prior to California Divestiture Date or attributable to a pre-California Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of California Divestiture Assets prior to California Divestiture Date, including unbilled accounts receivable prior to California Divestiture Date; any records, documents, or other information unrelated to California Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to California Divestiture Assets.

P. “Excluded Massachusetts Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Massachusetts Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Massachusetts Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Massachusetts Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Massachusetts Divestiture Assets arising prior to Massachusetts Divestiture Date or attributable to a pre-Massachusetts Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Massachusetts Divestiture Assets prior to Massachusetts Divestiture Date, including unbilled accounts receivable prior to Massachusetts Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Massachusetts Divestiture Assets.

Q. “Excluded New York Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property

or equipment repaired, replaced, or restored by Defendants prior to New York Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to New York Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of New York Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the New York Divestiture Assets arising prior to New York Divestiture Date or attributable to a pre-New York Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of New York Divestiture Assets prior to New York Divestiture Date, including unbilled accounts receivable prior to New York Divestiture Date; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to New York Divestiture Assets.

R. “Excluded Oregon Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Oregon Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Oregon Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Oregon Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Oregon Divestiture Assets arising prior to Oregon Divestiture Date or attributable to a pre-Oregon Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Oregon Divestiture Assets prior to Oregon Divestiture Date, including unbilled accounts receivable prior to Oregon Divestiture Date; any records, documents, or other information unrelated to Oregon Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to the Oregon Divestiture Assets.

S. “Excluded Washington Assets” means ISB Assets; contracts of insurance, including any prepayments of premiums and cash surrender values, and all insurance proceeds or claims made by Defendants relating to property or equipment repaired, replaced, or restored by Defendants prior to Washington Divestiture Date; all rights of Defendants to any claims, causes of action, avoidance actions, or similar rights held by Defendants arising prior to Washington Divestiture Date; all cash and cash equivalents of Defendants on hand and/or in banks held by Defendants as of Washington Divestiture Date; any prepayment of taxes and other amounts and any right to any tax refund or credit applicable to the Washington Divestiture Assets arising prior to Washington Divestiture Date or attributable to a pre-Washington Divestiture Date period; all accounts receivable or notes receivable for services performed by Defendants in connection with the operation of Washington Divestiture Assets prior to Washington Divestiture Date, including unbilled accounts receivable prior to Washington Divestiture Date; any records, documents, or other information unrelated to Washington Personnel; any intellectual property of Defendants or their affiliates, including any rights in the “Reddy Ice” name or any deviations thereof; and any corporate records, governing documents, minutes and stock record books, tax returns and corporate seals of Defendants unrelated to Washington Divestiture Assets.

T. “Ice merchandiser” means a commercial refrigeration unit designed to store and display ice at a customer location.

U. “Including” means including, but not limited to.

V. “In-Store Bagging Asset” or “ISB Asset” means an automated, self-contained machine that produces and packages (fills and seals) bags of packaged ice at a customer location.

W. “Massachusetts Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 2 to this Final Judgment, except for the Excluded Massachusetts Assets, including:

1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Massachusetts Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;

2. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 2 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and

3. all ice merchandisers provided to customers listed in Schedule 2 to this Final Judgment as of Massachusetts Divestiture Date.

X. “Massachusetts Divestiture Date” means the date on which the Massachusetts Divestiture Assets are divested to Acquirer of the Massachusetts Divestiture Assets pursuant to this Final Judgment.

Y. “Natuzzi Ice” means Natuzzi Ice, Inc., a New York corporation with its headquarters in Springfield Gardens, NY, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

Z. “New York Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 3 to this Final Judgment, except for the Excluded New York Assets, including:

1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of New York Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;

2. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 3 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and

3. all ice merchandisers provided to customers listed in Schedule 3 to this Final Judgment as of New York Divestiture Date.

AA. “New York Divestiture Date” means the date on which the New York Divestiture Assets are divested to Acquirer of the New York Divestiture Assets pursuant to this Final Judgment.

BB. “Oregon Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice to customers and locations listed in Schedule 4 to this Final Judgment, except for the Excluded Oregon Assets, including:

1. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales and purchase orders for goods that have not yet been delivered as of Oregon Divestiture Date, agreements with suppliers, manufacturers, distributors, co-packers, and retailers, and all outstanding offers or solicitations to enter into similar arrangements;

2. all records and data, including (a) customers lists, locations, contact information, accounts, sales and credit records for customers listed in Schedule 4 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees; and

3. all ice merchandisers provided to customers listed in Schedule 4 to this Final Judgment as of Oregon Divestiture Date.

CC. “Oregon Divestiture Date” means the date on which the Oregon Divestiture Assets are divested to Acquirer of the Oregon Divestiture Assets pursuant to this Final Judgment.

DD. “Oregon Ice” means Oregon Ice Company, LLC, an Oregon limited liability corporation with its headquarters in Kennewick, WA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

EE. “Oregon Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, whose job responsibilities relate to ISB Assets and ice merchandisers in the Oregon Divestiture Assets, at any time between January 1, 2026, and Oregon Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Oregon Personnel.

FF. “Packaged ice” means ice packaged in bags sold for human consumption or other use.

GG. “Reddy Ice” means Reddy Ice LLC, a Nevada limited liability corporation with its headquarters in Dallas, TX, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures (but excluding the Excluded Affiliates), and their directors, officers, managers, agents, and employees.

HH. “San Diego Ice” means San Diego Ice Company, Inc., a California corporation doing business as San Diego Ice Company and California Ice Company, with its headquarters in San Diego, CA, its successors and assigns, and its subsidiaries, divisions, groups, affiliates, partnerships, and joint ventures, and their directors, officers, managers, agents, and employees.

II. “Stone Canyon” means Stone Canyon Industries Holdings, LP, a Delaware limited partnership with its headquarters in Los Angeles, CA, its successors and assigns, and its directors, officers, managers, agents, and employees;
provided, however,
that, except for Reddy Ice and its subsidiaries, “Stone Canyon” does not include, and no provision of this Final Judgment applies to: (a) any direct or indirect portfolio companies of investment funds advised or managed by Stone Canyon or any of its affiliates; or (b) any fund associated with Stone Canyon or its affiliates (collectively, the “Excluded Affiliates”).

JJ. “Washington Divestiture Assets” means all of Defendants' rights, titles, and interests in and to all property and assets, tangible and intangible, wherever located, relating to or used in connection with the manufacture and sale of packaged ice by Reddy Ice to customers and locations listed in Schedule 5 to this Final Judgment, except for the Excluded Washington Assets, including:

1. the leases and subleases between Grosso Investments Mukilteo L.L.C. and Reddy Ice LLC for the premises located at 11431 Cyrus Way, Mukilteo, WA 98275, Grosso Enterprises Tacoma L.L.C. and Reddy Ice LLC for the premises located at 9625 32nd Avenue Court South, Lakewood, WA 98499, and Mike Stafford and Reddy Ice LLC for the premises located at 4427 West Industrial Loop, Coeur d'Alene, ID 83815;

2. any real property, including fee simple interests, real property leasehold interests and renewal rights thereto, improvements to real property, and options to purchase any adjoining or other property, together with all buildings, facilities, and other structures;

3. all ice merchandisers provided to customers listed in Schedule 5 to this Final Judgment as of Washington Divestiture Date;

4. all tangible personal property, including fixed assets, machinery and manufacturing equipment, tools, vehicles, inventory, materials, office equipment and furniture, computer hardware, and supplies;

5. all contracts, contractual rights, and customer relationships, and all other agreements, commitments, and understandings, including all pending sales orders and purchase orders for goods that have not yet been delivered as of Washington Divestiture Date, agreements with suppliers, manufacturers, co-packers, and retailers, leases, and all outstanding offers or solicitations to enter into similar arrangements;

6. all licenses, permits, certifications, approvals, consents, registrations, waivers, and authorizations, including those issued or granted by any governmental organization, and all pending applications or renewals; and

7. all records and data, including (a) customer lists, locations, contact information, accounts, sales, and credit records for customers listed in Schedule 5 to this Final Judgment, (b) production, repair, maintenance, and performance records, (c) manuals and technical information Defendants provide to their own employees, customers, suppliers, agents, or licensees.

KK. “Washington Divestiture Date” means the date on which the Washington Divestiture Assets are divested to Acquirer of the Washington Divestiture Assets pursuant to this Final Judgment.

LL. “Washington Personnel” means all full-time, part-time, or contract employees of Reddy Ice, wherever located, who worked at a facility in the Washington Divestiture Assets, at any time between January 1, 2026, and Washington Divestiture Date. The United States, in its sole discretion, will resolve any disagreement relating to which employees are Washington Personnel.

III. Applicability

A. This Final Judgment applies to Reddy Ice and Arctic Glacier, as defined above, and all other persons in active concert or participation with any Defendant who receive actual notice of this Final Judgment.

B. If, prior to complying with Section IV, Section V, Section VI, Section VII, and Section VIII of this Final Judgment, Defendants sell or otherwise dispose of all or substantially all of their assets or of business units that include any

Divestiture Assets, Defendants must require any purchaser to be bound by the provisions of this Final Judgment. Defendants need not obtain such an agreement from Acquirers.

IV. Divestiture of California Divestiture Assets

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the California Divestiture Assets in a manner consistent with this Final Judgment to San Diego Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the California Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the California Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 1 to this Final Judgment to Acquirer of the California Divestiture Assets within the deadlines set forth in Paragraph IV.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the California Divestiture Assets and a contracting party.

C. Defendants must use best efforts to divest the California Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the California Divestiture Assets.

D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire California Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the California Divestiture Assets can and will be used by Acquirer of the California Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the California Divestiture Assets will remedy the competitive harm alleged in the Complaint.

E. The divestiture of the California Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.

F. The divestiture of the California Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the California Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the California Divestiture Assets, to lower efficiency of Acquirer of the California Divestiture Assets, or otherwise interfere in the ability of Acquirer of the California Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.

G. In the event Defendants are attempting to divest the California Divestiture Assets to an Acquirer other than San Diego Ice, Defendants promptly must make known, by usual and customary means, the availability of the California Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the California Divestiture Assets that the California Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the California Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the California Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

H. Defendants must provide prospective Acquirers of the California Divestiture Assets with (1) access to make inspections of the California Divestiture Assets; (2) access to all environmental, zoning, and other permitting documents and information relating to the California Divestiture Assets; and (3) access to all financial, operational, or other documents and information relating to the California Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the California Divestiture Assets, including on intangible property.

I. Defendants must cooperate with and assist Acquirer of the California Divestiture Assets in identifying and, at the option of Acquirer of the California Divestiture Assets, hiring all California Personnel, including:

1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all California Personnel to Acquirer of the California Divestiture Assets and the United States, including by providing organization charts covering all California Personnel.

2. Within 10 business days following receipt of a request by Acquirer of the California Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the California Divestiture Assets, the United States, or the monitor additional information relating to California Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the California Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of California Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the California Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.

3. At the request of Acquirer of the California Divestiture Assets, Defendants must promptly make California Personnel available for private interviews with Acquirer of the California Divestiture Assets during normal business hours at a mutually agreeable location.

4. Defendants must not interfere with any effort by Acquirer of the California Divestiture Assets to employ any California Personnel. Interference includes offering to increase the compensation or improve the benefits of California Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph IV.I.4. of this Final Judgment will expire 180 calendar days after California Divestiture Date.

5. For California Personnel who elect employment with Acquirer of the California Divestiture Assets within 180 calendar days of California Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the California Personnel (or to Acquirer of the California Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the California Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those California Personnel otherwise would have been provided had the California Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by California Personnel of Defendants' proprietary non-public information that is unrelated to the California Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.

6. Non-Solicitation: For a period of six months from California Divestiture Date, Defendants may not solicit to re-hire California Personnel who were hired by Acquirer of the California Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the California Divestiture Assets or (b) Acquirer of the California Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph IV.I.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring California Personnel who apply for an employment opening through a general solicitation or advertisement.

J. Defendants must warrant to Acquirer of the California Divestiture Assets that (1) the California Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the California Divestiture Assets; (2) there are no material defects in the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets; and (3) Defendants have disclosed all encumbrances on any part of the California Divestiture Assets, including on intangible property. Following the sale of the California Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the California Divestiture Assets.

K. Defendants must use best efforts to assist Acquirer of the California Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the California Divestiture Assets. Until Acquirer of the California Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the California Divestiture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law.

L. Supply Contracts: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the California Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 1 to this Final Judgment, as determined by Acquirer of the California Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the California Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

M. Transition Services: At the option of Acquirer of the California Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before California Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the California Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the California Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the California Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the California Divestiture Assets must not share any competitively sensitive information of Acquirer of the California Divestiture Assets with any other employee of Defendants.

N. Non-Compete: For a period of one year following California Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 1 to this Final Judgment.

O. No Customer Solicitation: For a period of three years following California Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 1 to this Final Judgment;
provided, however,
that (1) starting one year

following California Divestiture Date, Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the California Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the California Divestiture Assets and make it available to the United States or the monitor for inspection upon request.

P. If any term of an agreement between Defendants and Acquirer of the California Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

V. Divestiture of Massachusetts Divestiture Assets

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Massachusetts Divestiture Assets in a manner consistent with this Final Judgment to Dee Zee Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Massachusetts Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 2 to this Final Judgment to Acquirer of the Massachusetts Divestiture Assets within the deadlines set forth in Paragraph V.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Massachusetts Divestiture Assets and a contracting party.

C. Defendants must use best efforts to divest the Massachusetts Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Massachusetts Divestiture Assets.

D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Massachusetts Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Massachusetts Divestiture Assets can and will be used by Acquirer of the Massachusetts Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Massachusetts Divestiture Assets will remedy the competitive harm alleged in the Complaint.

E. The divestiture of the Massachusetts Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.

F. The divestiture of the Massachusetts Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Massachusetts Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Massachusetts Divestiture Assets, to lower efficiency of Acquirer of the Massachusetts Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Massachusetts Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.

G. In the event Defendants are attempting to divest the Massachusetts Divestiture Assets to an Acquirer other than Dee Zee Ice, Defendants promptly must make known, by usual and customary means, the availability of the Massachusetts Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Massachusetts Divestiture Assets that the Massachusetts Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Massachusetts Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Massachusetts Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

H. Defendants must provide prospective Acquirers of the Massachusetts Divestiture Assets with (1) access to make inspections of the Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the Massachusetts Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property.

I. Defendants must warrant to Acquirer of the Massachusetts Divestiture Assets that (1) the Massachusetts Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Massachusetts Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the Massachusetts Divestiture Assets, including on intangible property.

J. Supply Contracts: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Massachusetts Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 2 to this Final Judgment, as determined by Acquirer of the Massachusetts Divestiture Assets, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to two years. Any amendment to or modification of any

provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

K. Transition Services: At the option of Acquirer of the Massachusetts Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Massachusetts Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Massachusetts Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Massachusetts Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Massachusetts Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Massachusetts Divestiture Assets must not share any competitively sensitive information of Acquirer of the Massachusetts Divestiture Assets with any other employee of Defendants.

L. Non-Compete: For a period of one year following Massachusetts Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 2 to this Final Judgment.

M. No Customer Solicitation: For a period of three years following Massachusetts Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 2 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Massachusetts Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Massachusetts Divestiture Assets and make it available to the United States for inspection upon request.

N. If any term of an agreement between Defendants and Acquirer of the Massachusetts Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

VI. Divestiture of New York Divestiture Assets

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the New York Divestiture Assets in a manner consistent with this Final Judgment to Natuzzi Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the New York Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the New York Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 3 to this Final Judgment to Acquirer of the New York Divestiture Assets within the deadlines set forth in Paragraph VI.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the New York Divestiture Assets and a contracting party.

C. Defendants must use best efforts to divest the New York Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the New York Divestiture Assets.

D. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire New York Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the New York Divestiture Assets can and will be used by Acquirer of the New York Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the New York Divestiture Assets will remedy the competitive harm alleged in the Complaint.

E. The divestiture of the New York Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.

F. The divestiture of the New York Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the New York Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the New York Divestiture Assets, to lower efficiency of Acquirer of the New York Divestiture Assets, or otherwise interfere in the ability of Acquirer of the New York Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.

G. In the event Defendants are attempting to divest the New York Divestiture Assets to an Acquirer other than Natuzzi Ice, Defendants promptly must make known, by usual and

customary means, the availability of the New York Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the New York Divestiture Assets that the New York Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the New York Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the New York Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

H. Defendants must provide prospective Acquirers of the New York Divestiture Assets with (1) access to make inspections of the New York Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the New York Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the New York Divestiture Assets, including on intangible property.

I. Defendants must warrant to Acquirer of the New York Divestiture Assets that (1) the New York Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the New York Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the New York Divestiture Assets, including on intangible property.

J. Supply Contracts: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the New York Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 3 to this Final Judgment, as determined by Acquirer of the New York Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contract for the supply of packaged ice at cost for a total of up to two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the New York Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

K. Transition Services: At the option of Acquirer of the New York Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before New York Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the New York Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the New York Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the New York Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the New York Divestiture Assets must not share any competitively sensitive information of Acquirer of the New York Divestiture Assets with any other employee of Defendants.

L. Non-Compete: For a period of one year following New York Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 3 to this Final Judgment.

M. No Customer Solicitation: For a period of three years following New York Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 3 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the New York Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the New York Divestiture Assets and make it available to the United States for inspection upon request.

N. If any term of an agreement between Defendants and Acquirer of the New York Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

VII. Divestiture of Oregon Divestiture Assets

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Oregon Divestiture Assets in a manner consistent with this Final Judgment to Oregon Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Oregon Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of

such contracts, agreements, and customer relationships) included in the Oregon Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 4 to this Final Judgment to Acquirer within the deadlines set forth in Paragraph VII.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Oregon Divestiture Assets and a contracting party.

C. At the option of Acquirer of the Oregon Divestiture Assets, Defendants must grant Acquirer of the Oregon Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 4 to this Final Judgment for a period of three years. At written request from Acquirer of the Oregon Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Oregon Divestiture Assets to remove and dispose of ISB Assets.

D. Defendants must use best efforts to divest the Oregon Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Oregon Divestiture Assets.

E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Oregon Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Oregon Divestiture Assets can and will be used by Acquirer of the Oregon Divestiture Assets as part of a viable, ongoing business of manufacture and sale of packaged ice and that the divestiture to Acquirer of the Oregon Divestiture Assets will remedy the competitive harm alleged in the Complaint.

F. The divestiture of the Oregon Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.

G. The divestiture of the Oregon Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Oregon Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Oregon Divestiture Assets, to lower efficiency of Acquirer of the Oregon Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Oregon Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.

H. In the event Defendants are attempting to divest the Oregon Divestiture Assets to an Acquirer other than Oregon Ice, Defendants promptly must make known, by usual and customary means, the availability of the Oregon Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Oregon Divestiture Assets that the Oregon Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Oregon Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Oregon Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

I. Defendants must provide prospective Acquirers of the Oregon Divestiture Assets with (1) access to make inspections of the Oregon Divestiture Assets; and (2) access to all financial, operational, or other documents and information relating to the Oregon Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property.

J. Defendants must cooperate with and assist Acquirer of the Oregon Divestiture Assets in identifying and, at the option of Acquirer of the Oregon Divestiture Assets, hiring all Oregon Personnel, including:

1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Oregon Personnel to Acquirer of the Oregon Divestiture Assets and the United States, including by providing organization charts covering all Oregon Personnel.

2. Within 10 business days following receipt of a request by Acquirer of the Oregon Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor additional information relating to Oregon Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Oregon Divestiture Assets, the United States, or the monitor information relating to current and accrued compensation and benefits of Oregon Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Oregon Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.

3. At the request of Acquirer of the Oregon Divestiture Assets, Defendants must promptly make Oregon Personnel available for private interviews with Acquirer of the Oregon Divestiture Assets during normal business hours at a mutually agreeable location.

4. Defendants must not interfere with any effort by Acquirer of the Oregon Divestiture Assets to employ any Oregon Personnel. Interference includes offering to increase the compensation or improve the benefits of Oregon Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026 or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VII.J.4. of this Final Judgment will expire 180 calendar days after Oregon Divestiture Date.

5. For Oregon Personnel who elect employment with Acquirer of the

Oregon Divestiture Assets within 180 calendar days of Oregon Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Oregon Personnel (or to Acquirer of the Oregon Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Oregon Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Oregon Personnel otherwise would have been provided had the Oregon Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Oregon Personnel of Defendants' proprietary non-public information that is unrelated to the Oregon Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.

6. Non-Solicitation: For a period of six months from Oregon Divestiture Date, Defendants may not solicit to re-hire Oregon Personnel who were hired by Acquirer of the Oregon Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the Oregon Divestiture Assets or (b) Acquirer of the Oregon Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Oregon Personnel who apply for an employment opening through a general solicitation or advertisement.

K. Defendants must warrant to Acquirer of the Oregon Divestiture Assets that (1) the Oregon Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Oregon Divestiture Assets and (2) Defendants have disclosed all encumbrances on any part of the Oregon Divestiture Assets, including on intangible property.

L. Supply Contracts:

1. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

2. At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Oregon Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 4 to this Final Judgment, as determined by Acquirer of the Oregon Divestiture Assets, for a period of up to one year, on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Oregon Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

M. Transition Services: At the option of Acquirer of the Oregon Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Oregon Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Oregon Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Oregon Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Oregon Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Oregon Divestiture Assets must not share any competitively sensitive information of Acquirer of the Oregon Divestiture Assets with any other employee of Defendants.

N. Non-Compete: For a period of one year following Oregon Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 4 to this Final Judgment.

O. No Customer Solicitation: For a period of three years following Oregon Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 4

to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Oregon Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Oregon Divestiture Assets and make it available to the United States for inspection upon request.

P. If any term of an agreement between Defendants and Acquirer of the Oregon Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

VIII. Divestiture of Washington Divestiture Assets

A. Defendants are ordered and directed, within 30 calendar days after the Court's entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, to (1) divest the Washington Divestiture Assets in a manner consistent with this Final Judgment to Columbia Basin Ice or another Acquirer acceptable to the United States, in its sole discretion, and (2) sever any existing manufacture, distribution, or co-pack agreement between Defendants and Acquirer of the Washington Divestiture Assets. The United States, in its sole discretion, may agree to one or more extensions of this time period not to exceed 60 calendar days in total and will notify the Court of any extensions.

B. For all contracts, agreements, and customer relationships (or portions of such contracts, agreements, and customer relationships) included in the Washington Divestiture Assets, Defendants must assign or otherwise transfer all contracts, agreements, and customer relationships for customers and locations listed in Schedule 5 to this Final Judgment to Acquirer of the Washington Divestiture Assets within the deadlines set forth in Paragraph VIII.A. of this Final Judgment;
provided, however,
that for any contract or agreement that requires the consent of another party to assign or otherwise transfer, Defendants must use best efforts to accomplish the assignment or transfer. Defendants must not interfere with any negotiations between Acquirer of the Washington Divestiture Assets and a contracting party.

C. At the option of Acquirer of the Washington Divestiture Assets, Defendants must grant Acquirer of the Washington Divestiture Assets a rent-free and royalty-free right to use ISB Assets located at customer locations in Schedule 5 to this Final Judgment for a period of three years. At written request from Acquirer of the Washington Divestiture Assets, Defendants must remove ISB Assets from any requested customer location within 30 calendar days or provide written confirmation to Acquirer of the Washington Divestiture Assets to remove and dispose of ISB Assets.

D. Defendants must use best efforts to divest the Washington Divestiture Assets as expeditiously as possible. Defendants must take no action that would jeopardize the completion of the divestiture ordered by the Court, including any action to impede the permitting, operation, or divestiture of the Washington Divestiture Assets.

E. Unless the United States otherwise consents in writing, divestiture pursuant to this Final Judgment must include the entire Washington Divestiture Assets and must be accomplished in such a way as to satisfy the United States, in its sole discretion, that the Washington Divestiture Assets can and will be used by Acquirer of the Washington Divestiture Assets as part of a viable, ongoing business of the manufacture and sale of packaged ice and that the divestiture to Acquirer of the Washington Divestiture Assets will remedy the competitive harm alleged in the Complaint.

F. The divestiture of the Washington Divestiture Assets must be made to an Acquirer that, in the United States' sole judgment, has the intent and capability, including the necessary managerial, operational, technical, and financial capability, to compete effectively in the manufacture and sale of packaged ice.

G. The divestiture of the Washington Divestiture Assets must be accomplished in a manner that satisfies the United States, in its sole discretion, that none of the terms of any agreement between Acquirer of the Washington Divestiture Assets and Defendants give Defendants the ability unreasonably to raise costs for Acquirer of the Washington Divestiture Assets, to lower efficiency of Acquirer of the Washington Divestiture Assets, or otherwise interfere in the ability of Acquirer of the Washington Divestiture Assets to compete effectively in the manufacture and sale of packaged ice.

H. In the event Defendants are attempting to divest the Washington Divestiture Assets to an Acquirer other than Columbia Basin Ice, Defendants promptly must make known, by usual and customary means, the availability of the Washington Divestiture Assets. Defendants must inform any person making an inquiry relating to a possible purchase of the Washington Divestiture Assets that the Washington Divestiture Assets are being divested in accordance with this Final Judgment and must provide that person with a copy of this Final Judgment. Defendants must offer to furnish to all prospective Acquirers of the Washington Divestiture Assets, subject to customary confidentiality assurances, all information and documents relating to the Washington Divestiture Assets that are customarily provided in a due diligence process;
provided, however,
that Defendants need not provide information or documents subject to the attorney-client privilege or work-product doctrine. Defendants must make all information and documents available to the United States at the same time that the information and documents are made available to any other person.

I. Defendants must provide prospective Acquirers of the Washington Divestiture Assets with (1) access to make inspections of the Washington Divestiture Assets; (2) access to all environmental, zoning, and other permitting documents and information relating to the Washington Divestiture Assets; and (3) access to all financial, operational, or other documents and information relating to the Washington Divestiture Assets that would customarily be provided as part of a due diligence process. Defendants also must disclose all encumbrances on any part of the Washington Divestiture Assets, including on intangible property.

J. Defendants must cooperate with and assist Acquirer of the Washington Divestiture Assets in identifying and, at the option of Acquirer of the Washington Divestiture Assets, hiring all Washington Personnel, including:

1. Within 10 business days following the entry of the Asset Preservation/Hold Separate Stipulation and Order in this matter, Defendants must identify all Washington Personnel to Acquirer of the Washington Divestiture Assets and the United States, including by providing organization charts covering all Washington Personnel.

2. Within 10 business days following receipt of a request by Acquirer of the Washington Divestiture Assets, the United States, or the monitor, Defendants must provide to Acquirer of the Washington Divestiture Assets, the United States, or the monitor additional

information relating to Washington Personnel, including name, job title, reporting relationships, past experience, responsibilities, training and educational histories, relevant certifications, and job performance evaluations. Defendants must also provide to Acquirer of the Washington Divestiture Assets, the United States, and the monitor information relating to current and accrued compensation and benefits of Washington Personnel, including most recent bonuses paid, aggregate annual compensation, current target or guaranteed bonus, if any, any retention agreement or incentives, and any other payments due, compensation or benefits accrued, or promises made to the Washington Personnel. If Defendants are barred by any applicable law from providing any of this information, Defendants must provide, within 10 business days following receipt of the request, the requested information to the full extent permitted by law and also must provide a written explanation of Defendants' inability to provide the remaining information, including specifically identifying the provisions of the applicable laws.

3. At the request of Acquirer of the Washington Divestiture Assets, Defendants must promptly make Washington Personnel available for private interviews with Acquirer of the Washington Divestiture Assets during normal business hours at a mutually agreeable location.

4. Defendants must not interfere with any effort by Acquirer of the Washington Divestiture Assets to employ any Washington Personnel. Interference includes offering to increase the compensation or improve the benefits of Washington Personnel unless (a) the offer is part of a company-wide increase in compensation or improvement in benefits that was announced prior to January 1, 2026, or (b) the offer is approved by the United States in its sole discretion. Defendants' obligations under this Paragraph VIII.J.4. of this Final Judgment will expire 180 calendar days after Washington Divestiture Date.

5. For Washington Personnel who elect employment with Acquirer of the Washington Divestiture Assets within 180 calendar days of Washington Divestiture Date, Defendants must waive all non-compete and non-disclosure agreements; vest and pay to the Washington Personnel (or to Acquirer of the Washington Divestiture Assets for payment to the employee) on a prorated basis any bonuses, incentives, other salary, benefits, or other compensation fully or partially accrued at the time of the transfer of the employee to Acquirer of the Washington Divestiture Assets; vest any unvested pension and other equity rights; and provide all other benefits that those Washington Personnel otherwise would have been provided had the Washington Personnel continued employment with Defendants, including any retention bonuses or payments. Defendants may maintain reasonable restrictions on disclosure by Washington Personnel of Defendants' proprietary non-public information that is unrelated to the Washington Divestiture Assets and not otherwise required to be disclosed by this Final Judgment.

6. Non-Solicitation: For a period of six months from Washington Divestiture Date, Defendants may not solicit to re-hire Washington Personnel who were hired by Acquirer of the Washington Divestiture Assets unless (a) an individual is terminated or laid off by Acquirer of the Washington Divestiture Assets or (b) Acquirer of the Washington Divestiture Assets agrees in writing that Defendants may solicit to re-hire that individual. Nothing in this Paragraph VIII.J.6. prohibits Defendants from advertising employment openings using general solicitations or advertisements and re-hiring Washington Personnel who apply for an employment opening through a general solicitation or advertisement.

K. Defendants must warrant to Acquirer of the Washington Divestiture Assets that (1) the Washington Divestiture Assets will be operational and without material defect on the date of their transfer to Acquirer of the Washington Divestiture Assets; (2) there are no material defects in the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets; and (3) Defendants have disclosed all encumbrances on any part of the Washington Divestiture Assets, including on intangible property. Following the sale of the Washington Divestiture Assets, Defendants must not undertake, directly or indirectly, challenges to the environmental, zoning, or other permits relating to the operation of the Washington Divestiture Assets.

L. Defendants must use best efforts to assist Acquirer of the Washington Divestiture Assets to obtain all necessary licenses, registrations, and permits to operate the Washington Divestiture Assets. Until Acquirer of the Washington Divestiture Assets obtains the necessary licenses, registrations, and permits, Defendants must provide Acquirer of the Washington Divesture Assets with the benefit of Defendants' licenses, registrations, and permits to the full extent permissible by law.

M. Supply Contracts:

1. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for parts for the maintenance of ISB Assets sufficient to meet the needs of Acquirer of the Washington Divestiture Assets, as determined by Acquirer of the Washington Divestiture, for a period of up to three years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional two years, on terms and conditions reasonably related to market conditions for the supply of parts for the maintenance of ISB Assets. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

2. At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a supply contract or contracts for packaged ice sufficient to meet the needs of Acquirer of the Washington Divestiture Assets to supply packaged ice to the customers and locations listed in Schedule 5 to this Final Judgment, as determined by Acquirer of the Washington Divestiture, for a period of up to one year, for the supply of packaged ice on terms and conditions reasonably related to market conditions for the supply of packaged ice. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter

into one or more extensions of any such contracts for the supply of packaged ice, on terms and conditions reasonably related to market conditions for the supply of packaged ice, for a total of up to an additional two years. Any amendment to or modification of any provision of any such supply contract or supply contract extension is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any supply contract, Defendants must notify the United States in writing at least 90 calendar days prior to the date the supply contract expires. Acquirer of the Washington Divestiture Assets may terminate a supply contract (including an extension of a supply contract), or any portion of a supply contract (including a portion of an extension of a supply contract), without cost or penalty upon 30 calendar days written notice.

N. Transition Services: At the option of Acquirer of the Washington Divestiture Assets, and subject to approval by the United States in its sole discretion, on or before Washington Divestiture Date, Defendants must enter into a contract to provide transition services for back office, accounting, invoicing, customer service, employee health and safety, and information technology services and support for a period of up to 180 calendar days on terms and conditions reasonably related to market conditions for the provision of the transition services. At the option of Acquirer of the Washington Divestiture Assets, subject to approval by the United States in its sole discretion, Defendants must enter into one or more extensions of any such contracts for a total of up to an additional 180 calendar days, on terms and conditions reasonably related to market conditions for the provision of the transition services. Any amendment to or modification of any transition services contract or extension to a transition services contract is subject to approval by the United States, in its sole discretion. If Acquirer of the Washington Divestiture Assets seeks an extension of the term of any contract for transition services, Defendants must notify the United States in writing at least 30 calendar days prior to the date the contract expires. Acquirer of the Washington Divestiture Assets may terminate a contract (including an extension) for transition services, or any portion of a contract (including an extension) for transition services, without cost or penalty upon 30 calendar days written notice. The employees of Defendants tasked with providing transition services to Acquirer of the Washington Divestiture Assets must not share any competitively sensitive information of Acquirer of the Divestiture Assets with any other employee of Defendants.

O. Non-Compete: For a period of one year following Washington Divestiture Date, Defendants must not sell any packaged ice to customers listed in Schedule 5 to this Final Judgment.

P. No Customer Solicitation: For a period of three years following Washington Divestiture Date, Defendants must not initiate customer-specific communications to solicit any customer for the portion of that customer's business covered by a contract, agreement, or relationship (or portion thereof) that is included in Schedule 5 to this Final Judgment;
provided, however,
that (1) Defendants may respond to inquiries initiated by customers and enter into negotiations at the request of such customers (including responding to requests for quotation or proposal) to supply any business, whether or not such business was included in the Washington Divestiture Assets; and (2) Defendants must maintain a log of telephonic, electronic, in-person, and other communications that constitute inquiries or requests from customers included in the Washington Divestiture Assets and make it available to the United States for inspection upon request.

Q. If any term of an agreement between Defendants and Acquirer of the Washington Divestiture Assets, including an agreement to effectuate the divestiture required by this Final Judgment, varies from a term of this Final Judgment, to the extent that Defendants cannot fully comply with both, this Final Judgment determines Defendants' obligations.

IX. Appointment of Divestiture Trustee

A. If Defendants have not divested all of the Divestiture Assets within the periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment, Defendants must immediately notify the United States of that fact in writing. Upon application of the United States, which Defendants may not oppose, the Court will appoint a divestiture trustee selected by the United States and approved by the Court to effect the divestiture of any of the Divestiture Assets that have not been sold during the time periods specified in Paragraphs IV.A., V.A., VI.A., VII.A., and VIII.A. of this Final Judgment.

B. After the appointment of a divestiture trustee by the Court, only the divestiture trustee will have the right to sell those Divestiture Assets that the divestiture trustee has been appointed to sell. The divestiture trustee will have the power and authority to accomplish the divestitures to an Acquirer or Acquirers acceptable to the United States, in its sole discretion, at a price and on terms obtainable through reasonable effort by the divestiture trustee, subject to the provisions of Sections IV, V, VI, VII, and VIII of this Final Judgment, and will have other powers as the Court deems appropriate. The divestiture trustee must sell the Divestiture Assets as quickly as possible.

C. Defendants may not object to a sale by the divestiture trustee on any ground other than malfeasance by the divestiture trustee. Objections by Defendants must be conveyed in writing to the United States and the divestiture trustee within 10 calendar days after the divestiture trustee has provided the notice of proposed divestiture required by Section X in this Final Judgment.

D. The divestiture trustee will serve at the cost and expense of Defendants pursuant to a written agreement, on terms and conditions, including confidentiality requirements and conflict of interest certifications, approved by the United States in its sole discretion.

E. The divestiture trustee may hire at the cost and expense of Defendants any agents or consultants, including investment bankers, attorneys, and accountants, that are reasonably necessary in the divestiture trustee's judgment to assist with the divestiture trustee's duties. These agents or consultants will be accountable solely to the divestiture trustee and will serve on terms and conditions, including confidentiality requirements and conflict-of-interest certifications, approved by the United States in its sole discretion.

F. The compensation of the divestiture trustee and agents or consultants hired by the divestiture trustee must be reasonable in light of the value of the Divestiture Assets and based on a fee arrangement that provides the divestiture trustee with incentives based on the price and terms of the divestiture and the speed with which it is accomplished. If the divestiture trustee and Defendants are unable to reach agreement on the divestiture trustee's compensation or other terms and conditions of engagement within 14 calendar days of the appointment of the divestiture trustee by the Court, the United States, in its sole discretion, may take appropriate action, including by making

a recommendation to the Court. Within three business days of hiring an agent or consultant, the divestiture trustee must provide written notice of the hiring and rate of compensation to Defendants and the United States.

G. The divestiture trustee must account for all monies derived from the sale of the Divestiture Assets by the divestiture trustee and all costs and expenses incurred. Within 30 calendar days of the Divestiture Date, the divestiture trustee must submit that accounting to the Court for approval. After approval by the Court of the divestiture trustee's accounting, including fees for unpaid services and those of agents or consultants hired by the divestiture trustee, all remaining money must be paid to Defendants, and the trust will then be terminated.

H. Defendants must use best efforts to assist the divestiture trustee to accomplish the required divestitures. Subject to reasonable protection for trade secrets, other confidential research, development, or commercial information, or any applicable privileges, Defendants must provide the divestiture trustee and agents or consultants retained by the divestiture trustee with full and complete access to all personnel, books, records, and facilities of the Divestiture Assets. Defendants also must provide or develop financial and other information relevant to the Divestiture Assets that the divestiture trustee may reasonably request. Defendants must not take any action to interfere with or to impede the divestiture trustee's accomplishment of the divestitures.

I. The divestiture trustee must maintain complete records of all efforts made to sell the Divestiture Assets, including by filing monthly reports with the United States setting forth the divestiture trustee's efforts to accomplish the divestitures ordered by this

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Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/fr%3A2026-03102. Public record. Not legal advice.