Contract analysis

I. Nature of the Action (Paragraphs 1–5) Paragraph 1. Cascade admits that the FTC filed this action seeking a preliminary injunction pursuant to Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), to enjoin the proposed acquisition of Pinnacle by Cascade pending the outcome of an administrative proceeding before the Commission, FTC Docket No. 9438. Cascade further admits that the FTC has initiated s

II. Jurisdiction and Venue (Paragraphs 6–10) Paragraph 6. Cascade admits that this Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. §§ 1331 and 1337(a), and 15 U.S.C. § 53(b). Paragraph 7. Cascade admits that the FTC has statutory authority to seek preliminary injunctive relief under Section 13(b) of the Federal Trade Commission Act, 15 U.S.C. § 53(b), when the Commission has reason to bel

III. The Parties (Paragraphs 11–20) Paragraph 11. Cascade admits that the Federal Trade Commission is an independent agency of the United States Government, established, organized, and existing pursuant to the Federal Trade Commission Act, 15 U.S.C. § 41 et seq. Paragraph 12. Cascade admits that Paragraph 12 of the Complaint describes certain aspects of the FTC's statutory authority. The statutes cited therein speak

IV. The Proposed Transaction (Paragraphs 21–30) Paragraph 21. Cascade admits that the Merger Agreement was executed on March 14, 2025, and was publicly announced on March 17, 2025, via a Current Report on Form 8-K filed with the Securities and Exchange Commission. Cascade admits that the Definitive Proxy Statement on Schedule 14A was filed with the Securities and Exchange Commission on April 28, 2025. Cascade admits

V. Relevant Market (Paragraphs 31–45) Paragraph 31. Cascade denies the allegations in Paragraph 31 of the Complaint. The FTC's proposed relevant product market — "online marketplace platform services for third-party sellers in the United States" — is artificially narrow and economically unjustified. The FTC's market definition fails to account for the significant competitive constraints exerted by direct e-commerce r

VI. Concentration and Market Structure (Paragraphs 46–52) Paragraph 46. Cascade denies that the relevant market is highly concentrated when properly defined. The FTC's assertion of high concentration is an artifact of its improperly narrow market definition and does not reflect the competitive conditions actually prevailing in online commerce. Paragraph 47. Cascade admits that the FTC has calculated a pre-merger Herf

VII. Competitive Effects (Paragraphs 53–68) Paragraphs 53–56. Cascade denies each of the allegations in Paragraphs 53 through 56 of the Complaint. The FTC's unilateral effects theory — which posits that the merger would enable the combined entity to increase take rates, reduce seller services, and diminish innovation — is unsupported by the economic evidence and ignores the vigorous competition the merged entity will

VIII. Lack of Countervailing Factors (Paragraphs 69–74) Paragraphs 69–70. Cascade denies the allegations in Paragraphs 69 and 70 of the Complaint. The FTC's assertion that Cascade's claimed efficiencies are not cognizable is incorrect and will be refuted by detailed documentary and expert evidence. Cascade has documented, through rigorous analysis by both internal teams and independent economic consultants, that the

IX. Violation Alleged (Paragraphs 75–78) Paragraph 75. Cascade incorporates by reference its responses to Paragraphs 1 through 74 of the Complaint as if set forth fully herein. Paragraph 76. Cascade denies that the proposed transaction violates Section 7 of the Clayton Act, 15 U.S.C. § 18, or that the effect of the proposed transaction may be substantially to lessen competition, or to tend to create a monopoly, in an

X. Prayer for Relief Cascade denies that the FTC is entitled to any of the relief requested in the Complaint, including any preliminary or permanent injunctive relief. Cascade requests that judgment be entered in its favor and that the Court grant such other and further relief as it deems just and proper. AFFIRMATIVE DEFENSES Without waiving or limiting any of its denials or other defenses, and expressly reserving al

1. Deny the FTC's request for a temporary restraining order, preliminary injunction, or any other form of injunctive relief;

2. Dismiss the FTC's Complaint with prejudice and in its entirety;

3. Enter judgment in favor of Cascade Retail Holdings Inc. on all counts and claims asserted in the Complaint;

4. Award Cascade Retail Holdings Inc. its costs and attorneys' fees incurred in this action to the extent permitted by applicable law; and

5. Grant such other and further relief as the Court deems just and proper. VERIFICATION I, Jerome Weston, declare as follows:

1. I am the General Counsel and Corporate Secretary of Cascade Retail Holdings Inc. I am authorized to make this verification on behalf of Cascade Retail Holdings Inc.

2. I have read the foregoing Answer to the Complaint of the Federal Trade Commission and am familiar with the facts set forth therein.

3. The factual averments in the foregoing Answer are true and correct to the best of my knowledge, information, and belief, formed after reasonable inquiry. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 14th day of July, 2025, at Seattle, Washington. ________________________________________ Jerome Weston General Counsel and Corp