Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:25-cv-03938 — Jeremy C. Daniel, Judge .

ARGUED APRIL 14, 2026 — DECIDED AUGUST 26, 2026

Before HAMILTON, KIRSCH, and KOLAR, Circuit Judges .

KOLAR, Circuit Judge . Arkansas Insurance Department Rule 128 protects pharmacies operating in Arkansas from Page 2being paid below “fair and reasonable” rates for dispensing medications. It imposes two requirements on health plans operating in Arkansas that are relevant to this action. First, it authorizes the Insurance Commissioner of Arkansas to require that health plans pay additional “dispensing fees” to pharmacies (the “Dispensing Fee Requirement”). Second, it requires plans to report certain information related to their compensation of pharmacies (the 'Reporting Requirements').

Plaintiffs Central States, Southeast and Southwest Areas Health and Welfare Fund and its trustee, Charles A. Whobrey (collectively “the Fund”), represent a self-funded, multiemployer welfare benefit fund that provides health care benefits to approximately 500,000 participants nationwide, including in Arkansas. The Fund falls under the ambit of Rule 128 and, crucial to this action, the Employee Retirement Income Security Act of 1974 (ERISA).

The Fund argues that ERISA preempts Rule 128. Specifically, it argues that both components of the Rule-the Dispensing Fee Requirement and the Reporting Requirement— bear an impermissible connection to ERISA plans by dictating plan choices and encroaching on the uniform reporting regime that Congress intended ERISA to provide.

The Fund's two-part challenge to Rule 128 requires a straightforward application of one Supreme Court precedent, and a careful analysis of another. First, under the Supreme Court's decision in Rutledge v. Pharmaceutical Care Management Association , 592 U.S. 80 (2020), we hold that Rule 128's Dispensing Fee is a 'cost regulation' that ERISA does not preempt.

Page 3The Reporting Requirement presents a closer case. In Gobeille v. Liberty Mutual Insurance Co. , the Court held that a state law drew an impermissible connection to ERISA by 'compel[ling] plans to report detailed information about claims and plan members,” which “intrude[d] upon a central matter of plan administration and interfere[d] with nationally uniform plan administration.” 577 U.S. 312, 323 (2016) (cleaned up). Rule 128’s Reporting Requirement is in tension with Gobeille ’s broad determination that “reporting is a principal and essential feature of ERISA … [and] Congress intended to preempt state reporting laws.' Id. at 325. But given the Fund's allegations here, the Reporting Requirement fits within Gobeille ’s exception for “state law[s] … the enforcement of which necessitates incidental reporting by ERISA plans.' Id. at 325.

We affirm the district court’s dismissal under Federal Rule of Civil Procedure 12(b)(6).

On a motion to dismiss under Rule 12(b)(6), we accept the facts alleged in the complaint as true and draw all inferences in favor of the Fund. Ruiz v. Pritzker , 162 F.4th 886, 889 (7th Cir. 2025). “But written exhibits attached to the complaint,” like Rule 128 here, 'may trump contradictory allegations.' Squires-Cannon v. Forest Preserve District of Cook County , 897 F.3d 797, 802 (7th Cir. 2018).

The Fund’s quarrel with Rule 128 takes place against the backdrop of Arkansas's continued effort to regulate pharmacy benefit managers, or “PBMs.” PBMs “are a little-known but important part of the process by which many Americans get their prescription drugs.” Rutledge , 592 U.S. at 83. Health plans like the Fund use PBMs as middlemen in securing Page 4pharmacy benefits: PBMs negotiate with pharmacies to create 'preferred pharmacy networks,' wherein plan participants can get drugs at a lower cost.

The benefits of PBMs for plans like the Fund are obvious: they can obtain discounted rates for pharmacy services, as well as offload certain administrative services like claims processing and payment disbursement to the PBMs. But for individual pharmacies, PBMs create a barrier to profitability. Pharmacies are compensated in two ways for dispensing drugs: First, they are reimbursed for the cost of the drug itself (the reimbursement rate) and, second, they are paid a fee for dispensing a specific drug to a specific customer (the dispensing fee). Because just a few PBMs control nearly 85% of the national market, and operate pharmacies themselves, PBMs can marshal their market power and the efficiencies of vertical integration to drive down the reimbursement rates for nonPBM-owned pharmacies below the wholesale price of drugs. See Pharmaceutical Care Management Association v. Mulready , 78 F.4th 1183, 1188–90 (10th Cir. 2023).

Arkansas, among other states, has taken steps to regulate PBMs and ensure an adequate network of pharmacies. First, in 2015, the state passed Arkansas Code § 17-92-507(c)(2) ('Act 900'), which '[i]n effect … require[d] PBMs to reimburse Arkansas pharmacies at a price equal to or higher than that which the pharmacy paid to buy the drug from a wholesaler.” Rutledge , 592 U.S. at 84. The Supreme Court held in 2020 that ERISA did not preempt Act 900. Id .

In September 2024, Arkansas went a step further and passed a “temporary emergency rule” aimed at ensuring that reimbursements for pharmacy services ( i.e. dispensing fees Page 5and reimbursements for the cost of the drug) paid by PBMs to pharmacies were “fair and reasonable.”

That rule, later restyled as “Rule 128” and issued by the Insurance Commissioner of Arkansas, has two components relevant to this appeal. First, the rule contains a “Dispensing Fee Requirement,” authorizing the Commissioner to require a plan to pay an additional fee to a pharmacy if he determines a plan’s payment program is not “fair and reasonable.” Second, and to enable the Commissioner to make this determination, “the Reporting Requirement” mandates that all health benefit plans submit compensation information to the Commissioner.

Pursuant to his authority under Rule 128, the Commissioner issued AID Bulletin #18-2024. The Bulletin specified the precise information health plans must report, including information about the total average percentage of pharmacy reimbursement above or relative to Medicaid pricing, average dispensing fees paid to pharmacies, the number of drug reimbursement claims paid in the prior calendar year, and “other data related to cost impact.'

Soon after Rule 128 came into effect, the Fund sued the Commissioner, Alan McClain, in his official capacity, seeking a declaratory judgment that Rule 128 is preempted by ERISA. The district court granted McClain’s motion to dismiss under Rule 12(b)(6). It held that, under Rutledge , the Dispensing Fee Requirement was a mere “cost regulation” that did not impose a specific plan of substantive coverage on the Fund. And it concluded that Rule 128's Reporting Requirements were merely “incidental” requirements that did not intrude on a core matter of plan administration. The Fund appealed.

Page 6To survive a motion to dismiss under Rule 12(b)(6), the Fund must “state a claim to relief that is plausible on its face.” Bell Atlantic Corp. v. Twombly , 550 U.S. 544, 570 (2007). We review the district court’s order granting McClain’s motion to dismiss under Rule 12(b)(6) de novo . Chaidez v. Ford Motor Co ., 937 F.3d 998, 1004 (7th Cir. 2019).

ERISA embodies Congress’s intent “to provide a uniform regulatory regime over employee benefit plans” and “to ensure that employee benefit plan regulation would be ‘exclusively a federal concern.’” Aetna Health Inc. v. Davila , 542 U.S. 200, 208 (2004) (citation omitted). ERISA contains an explicit preemption clause, providing that it “shall supersede any and all State laws insofar as they may now or hereafter relate to any employee benefit plan.” 29 U.S.C. § 1144(a).

The Supreme Court has identified two categories of state laws that ERISA preempts. See Gobeille , 577 U.S. at 319. “Reference to” preemption applies “[w]here a State’s law acts immediately and exclusively upon ERISA plans” or “where the existence of ERISA plans is essential to the law’s operation.” Id . at 319–20 (quoting California Division of Labor Standards Enforcement v. Dillingham Construction, N.A., Inc ., 519 U.S. 316, 325 (1997)). The Fund has abandoned its “reference to” theory on appeal, so we need not address it. “Impermissible connection” preemption applies where a state law “governs ... a central matter of plan administration or interferes with nationally uniform plan administration.” Id. at 320 (quoting Egelhoff v. Egelhoff , 532 U.S. 141, 148 (2001)) (cleaned up).

The Fund argues that Rule 128’s Dispensing Fee Requirement and Reporting Requirement each bear, for different Page 7reasons, an impermissible connection to ERISA plans. We conclude that neither requirement infringes on “a central matter of plan administration' or 'nationally uniform plan administration.” Id . at 323.

The Fund argues that Rule 128’s Dispensing Fee Requirement bears an “impermissible connection” to ERISA plans. But because the Fund fails to distinguish the requirement from a “cost regulation” permissible under Rutledge , we conclude that ERISA does not preempt it.

Rutledge involved another Arkansas statute, Act 900, which regulated the price at which PBMs reimbursed pharmacies for the cost of drugs. 592 U.S. at 83. The act had three key provisions: (1) it required PBMs to timely update their reimbursement rates in response to increases in drug wholesale prices; (2) it required PBMs to create procedures for pharmacies to appeal the reimbursement prices for drugs that fell below the acquisition cost of the drug; and (3) it permitted pharmacies to decline to sell a drug to a beneficiary if the PBM’s reimbursement rate was below the acquisition cost. Id . at 84– 85. An organization representing the largest PBMs in the country challenged the act as preempted by ERISA, arguing that the act bore an impermissible connection to ERISA plans. Id . 2

The Court rejected the challenge. It recognized that Act 900, by increasing costs for PBMs in Arkansas, would create disuniformity between ERISA plans: “PBMs may well pass Page 8those increased costs on to plans, meaning that ERISA plans may pay more for prescription-drug benefits in Arkansas than in, say, Arizona.” Id . at 88. But it also observed that “not every state law that affects an ERISA plan or causes some disuniformity in plan administration has an impermissible connection with an ERISA plan.” Id . at 87. Cost uniformity was not an object of ERISA, so “ERISA does not pre-empt state rate regulations that merely increase costs or alter incentives for ERISA plans without forcing plans to adopt any particular scheme of substantive coverage.” Id. at 88. Because Act 900 was “merely a form of cost regulation” that did not “bind plan administrators to any particular choice,' ERISA did not preempt it. Id. at 87-88.

We apply the same analysis to the Dispensing Fee Requirement. Here, the Fund has not alleged that the Dispensing Fee Requirement does anything more than increase the cost of pharmacy benefits to the Fund at the Commissioner’s discretion. Instead, the Fund relies on three decisions by our colleagues in other circuits that distinguished Rutledge and found other state regulations of PBMs preempted by ERISA. See Mulready , 78 F.4th at 1190; McKee Foods Corp. v. BFP Inc. , 173 F.4th 242, 263 (6th Cir. 2026); Flowers v. Caremark PCS Health, LLC , 180 F.4th 1084, 1089–90 (8th Cir. 2026). We find all three cases readily distinguishable from this one. Unlike Rule 128’s Dispensing Fee Requirement, the laws at issue in each case went far beyond mere cost regulation.

In Mulready , the Oklahoma statute at issue regulated how PBMs structured their preferred pharmacy networks. See 78 F.4th at 1196–97. The Tenth Circuit held that these network requirements 'd[id] more than increase costs' and 'impede[d] PBMs from offering [ERISA] plans some of the most Page 9fundamental network designs, such as preferred pharmacies, mail-order pharmacies, and specialty pharmacies.' Id . at 1200.

In McKee , the Tennessee laws at issue required PBMs to admit all pharmacies into their preferred pharmacy networks. 173 F.4th at 264. These regulations had nothing to do with cost and “mandate[d] a specific benefit structure by eliminating the option for plans to set up a limited pharmacy network.” Id . a 265. The laws further contained 'incentive provisions' impeding PBMs from using financial incentives to steer beneficiaries towards “certain pharmacies with higher or lower cost-sharing arrangements.' Id . at 268. These provisions were “more than mere cost regulations like the Court approved in Rutledge ” because they “impose[d] across-the-board, universal copays and other fees at every pharmacy in a given network.” Id .

And in Flowers , the Arkansas law at issue contained “Geographic Coverage Requirements' that required PBMs 'to ensure that certain minimum percentages of plan members live within specified distances of an in-network, retail community pharmacy.” 180 F.4th at 1088. Again, these regulations had little to do with regulating cost. But they “forc[ed] [a] particular scheme of substantive coverage” by “requiring PBMs to tailor and retailor their networks—and perhaps even build new brick-and-mortar pharmacies—to comply with a set of exacting particularities.” Id . at 1090 (cleaned up).

Rule 128 has no such restrictions on how PBMs can structure their networks, offer discounts, or designate preferred pharmacy networks. Instead, the Dispensing Fee Requirement 'regulates' only in the manner the Supreme Court blessed in Rutledge : cost. True, even a law that only regulates cost may bear an impermissible connection if its economic Page 10effects are 'so acute that it will effectively dictate plan choices.” Rutledge , 592 U.S. at 88. But the Fund has made no allegations suggesting that the Dispensing Fee Requirement has such an “acute” economic effect.

Alternatively, the Fund points to the Dispensing Fee Requirement’s stipulation that health plans “may not require a subscriber to pay for the dispensing cost outside of the amounts the health benefit plan has designated as the co-pay, co-insurance and deductible.” In the Fund’s view, this effectively dictates plan choices by limiting health plans’ ability to share costs with plan participants. But the Fund overstates this limitation. As the district court observed, Rule 128 does not prevent the Fund from passing on costs to plan participants. It only specifies how the Fund passes through those costs: through increased co-pays, co-insurance, or deductibles. How costs are spread—whether as an increased co-pay or a line-item fee—is not a “particular scheme of substantive coverage.” Id .

The Fund also argues that Rule 128’s Reporting Requirement bears an impermissible connection to ERISA. It points to the various reporting, disclosure, and recordkeeping requirements already prescribed under ERISA as evidence of Congress’s desire to create a nationally uniform system of reporting at odds with Rule 128. See 29 U.S.C. §§ 1021-1030. While the Reporting Requirement is a closer call, we ultimately hold that the Fund has not plausibly alleged that it is preempted by ERISA.

The Fund’s argument is founded on the Supreme Court’s decision in Gobeille v. Liberty Mutual Insurance Company .

Page 11Gobeille considered a preemption challenge against a Vermont law requiring ERISA plans to submit monthly, quarterly, or annual reports providing “information relating to health care costs, prices, quality, utilization, or resources” for the purpose of creating a state-run database. 577 U.S. at 315–16 (citation omitted). In holding that ERISA preempted the Vermont law, the Court concluded that “reporting, disclosure, and recordkeeping are central to, and an essential part of, the uniform system of plan administration contemplated by ERISA.' Id . at 323. There, '[p]re-emption [was] necessary to prevent the States from imposing novel, inconsistent, and burdensome reporting requirements on plans.” Id .

On its face, Gobeille ’s reasoning makes us pause here: Rule 128 authorizes the Insurance Commissioner to impose additional requirements on ERISA plans that threaten the 'national uniformity' in reporting that Congress intended. Id . But we also must read Gobeille in harmony with Rutledge , which makes clear that ERISA does not preempt state laws aimed at the cost of health benefits. These laws, as the Dispensing Fee Requirement demonstrates, will often require some amount of recordkeeping and reporting to enforce. To read Gobeille to its limit-to hold that all state reporting requirements per se bear an impermissible connection to ERISA plans—would necessarily undercut the states’ ability to do exactly what Rutledge allows.

But Gobeille also acknowledged a potential exception that avoids this tension with Rutledge : 'The analysis may be different when applied to a state law, such as a tax on hospitals, … the enforcement of which necessitates incidental reporting by ERISA plans[.]” Id . at 325. The Fund asks us to read this exception as narrowly limited to reporting required for Page 12instituting taxes. But Gobeille uses state taxes as an example , not the limit. A better reading of Gobeille is that reporting requirements that are both “necesitat[ed]” by and “incidental” to a state law that is not preempted—for example, a “cost regulation” under Rutledge —do not necessarily bear an impermissible connection to ERISA plans. Id.

Of course, applying that rule here is difficult because we lack clear definitions of “necessitated” and “incidental.” The Sixth Circuit has interpreted this same language as 'reinforc[ing] the difference between a state law that directly regulates integral aspects of ERISA plan administration and a state law that touches on these aspects only peripherally .” Self-Insurance Institute of America, Inc. v. Snyder , 827 F.3d 549, 556-57 (6th Cir. 2016) (emphasis added). While the Sixth Circuit’s interpretation is reasonable, we do not see a basis in Gobeille to distinguish between 'direct' and 'peripheral' regulations. We leave for another day the task of drawing the precise contours for what makes reporting “incidental.” At the very least, 'incidental' means '[s]ubordinate to something of greater importance' or 'having a minor role.' Incidental , Black’s Law Dictionary (12th ed. 2024).

Based on the Fund’s own allegations in its complaint, Rule 128 fits that basic definition. The Fund affirmatively alleges that Rule 128’s intended purpose is to “ensure that the reimbursement for pharmacist services paid to a pharmacist or pharmacy is ‘fair and reasonable,’” and that “[i]n furtherance of [Rule 128’s] purpose, Rule 128 includes a reporting obligation.” Thus, taking the Fund at its word, the Reporting Requirement was not added to Rule 128 for its own sake, as in Page 13Gobeille . Rather, it exists in “furtherance” of Rule 128’s central purpose: enforcing fair and reasonable reimbursement rates.³

Nor does the Fund contest that the Reporting Requirement is 'necessitate[d]' by Rule 128's Dispensing Fee Requirement. As noted above, “incidental” is only one aspect of the Gobeille exception. The state law must 'necessitate[] incidental reporting” to avoid preemption. Gobeille , 577 U.S. at 325. But the Fund makes no allegations in its complaint, nor any arguments on appeal, that the Reporting Requirement goes beyond what is necessary to carry out Rule 128’s purpose. In fact, it makes the contrary assertion that “without the data submissions [required by the Reporting Requirement], Rule 128 has no operative effect.” And similarly, there are no allegations in the complaint that complying with the Reporting Requirement would create a significant burden on the Fund.

Gobeille makes clear that reporting is a central matter of plan administration, and that burdensome state reporting requirements can disrupt the uniformity Congress intended to create with ERISA. Id . at 323. But it also acknowledges that some state laws that require reporting to facilitate enforcement will fall outside ERISA’s preemptive sweep. Id . at 325.

Page 14Rule 128, properly aimed at regulating cost under Rutledge , is one such law. After all, Rule 128 requires the Commissioner to ensure reimbursement rates are “fair and reasonable.” And any such determination, just like the levying of a related tax, requires some degree of record-keeping and reporting.

To be sure, Gobeille ’s language is broad, but we must read it in light of the Court's later holding in Rutledge . We reject that Rutledge blessed 'cost regulations' like the Dispensing Fee Requirement only for Gobeille to make it impossible for Arkansas to enforce such a regulation. Perhaps if there were allegations that any of the Reporting Requirements were more exhaustive than necessary, or burdensome beyond an “incidental” nature, this would be a different case. But given our record, the Fund has not plausibly alleged that the Reporting Requirements are preempted under Gobeille .

We conclude by noting that Congress has recently amended ERISA § 726 to create new, uniform reporting requirements for similar pharmacy-compensation data that Arkansas now collects under Rule 128. Consolidated Appropriations Act, 2026, Pub. L. No. 119-75, § 6701(b), 140 Stat. 173, 713–22; see 29 U.S.C. § 1185 o .

The new requirements, though, only take effect “[f]or plan years beginning on or after the date that is 30 months after February 3, 2026.” 29 U.S.C. § 1185 o (a). While these new requirements, once in effect, may change our preemption analysis for Rule 128’s Reporting Requirement, the Fund does not argue that we must give the requirements preemptive effect before their operative date. We thus leave for a later day whether 29 U.S.C. § 1185 o will preempt Arkansas Rule 128.

Page 15The judgment of the district court is AFFIRMED.