Annual report
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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For The Fiscal Year EndedMay 30, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____________ to ____________ Commission file number: 001-38695 CAL-MAINE FOODS, INC.(Exact name of registrant as specified in its charter)Delaware 64-0500378(State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 1052 Highland Colony Pkwy,Suite 200,Ridgeland,Mississippi39157 (Address of principal executive offices) (Zip Code) (601)948-6813 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12 (b) of the Act:Title of each class: Trading Symbol(s)Name of each exchange on which registered: Common Stock, $0.01 par value per shareCALM The Nasdaq Global Select Market Securities registered pursuant to Section 12 (g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes☑ No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days. Yes☑ No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files). Yes☑ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☑ Accelerated filer ☐Non-accelerated filer ☐ Smaller reporting company☐Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by a check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☑ The aggregate market value, as reported by The Nasdaq Global Select Market, of the registrant’s Common Stock, $0.01 par value, held by non-affiliates at November 28, 2025, which was the date of the last business day of the registrant’s most recently completed second fiscal quarter,was $3,825,418,582. As of July 22, 2026,46,917,080 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.
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2 DOCUMENTS INCORPORATED BY REFERENCE The information called for by Part III of this Annual Report on Form 10-K is incorporated herein by reference from the registrant’s DefinitiveProxy Statement for its 2026 annual meeting of stockholders which will be filed pursuant to Regulation 14A not later than 120 days after theend of the fiscal year covered by this Annual Report on Form 10-K.
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3 TABLE OF CONTENTS Item PageNumber Part I FORWARD -LOOKING STATEMENTS1. Business 41A. Risk Factors 141B. Unresolved Staff Comments 251C. Cybersecurity 252. Properties 263. Legal Proceedings 264. Mine Safety Disclosures 26 Part II 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities 266. Reserved 287. Management’s Discussion and Analysis of Financial Condition and Results of Operations 287A. Quantitative and Qualitative Disclosures About Market Risk 388. Financial Statements and Supplementary Data 409. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure729A. Controls and Procedures 729B. Other Information 749C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 74 Part III 10. Directors, Executive Officers and Corporate Governance 7411. Executive Compensation 74 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters 7513. Certain Relationships and Related Transactions, and Director Independence 7514. Principal Accountant Fees and Services 75 Part IV 15. Exhibit and Financial Statement Schedules 7516. Form 10-K Summary 77Signatures 78
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4 PART I. FORWARD-LOOKING STATEMENTS This report contains numerous forward -looking statements within the meaning of Section 27A of the Securities Act of 1933 (the“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our business, includingpotential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact onour business of highly pathogenic avian influenza (“HPAI”), estimated future production data, expected construction schedules,projected construction costs, potential future impact on our business of inflation and changing interest rates, potential futureimpact on our business of new legislation, rules or policies, potential outcomes of legal proceedings, including loss contingencyaccruals and factors that may result in changes in the amounts recorded, other projected operating data, including anticipatedresults of operations and financial condition, and potential future cash returns to stockholders including the timing and amountof any repurchases under our share repurchase program. Such forward -looking statements are identified by the use of words suchas “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plans,” “projected,” “contemplates,” “anticipates,” or similarwords. Actual outcomes or results could differ materially from those projected in the forward -looking statements. The forward-looking statements are based on management’s current intent, belief, expectations, estimates, and projections regarding theCompany and its industry. These statements are not guarantees of future performance and involve risks, uncertainties,assumptions, and other factors that are difficult to predict and may be beyond our control. The factors that could cause actualresults to differ materially from those projected in the forward -looking statements include, among others, (i) the risk factors setforth in Item 1A. Risk Factors and elsewhere in this report as well as those included in other reports we file from time to timewith the Securities and Exchange Commission (the “SEC”) (including our Quarterly Reports on Form 10-Q and Current Reportson Form 8-K), (ii) changes in wholesale shell egg market prices, (iii) changes in the demand for shell eggs and our prepared foodsofferings, (iv) increases in feed costs for our shell egg operations as well as increases in input costs for prepared foods, (v) ourability to predict and meet demand for cage -free and other specialty eggs, (vi) the risks and hazards inherent in shell egg, eggproducts and prepared foods operations (including, as applicable, disease, pests, weather conditions, and potential for productrecall), including but not limited to the current outbreak of HPAI affecting poultry in the U.S., Canada and other countries thatwas first detected in commercial flocks in the U.S. in February 2022 and that impacted our flocks in the third and fourth quartersof fiscal 2024 and again in March 2026, (vii) risks, changes, or obligations that could result from our recent or future acquisitionof new flocks or businesses, such as our acquisition of Echo Lake Foods completed June 2, 2025, and risks or changes that maycause conditions to completing a pending acquisition not to be met, (viii) our ability to successfully integrate and manage recentlyacquired businesses like Echo Lake Foods and realize the expected benefits of such acquisitions, including synergies, cost savings,reduction in earnings volatility, margin expansion, financial returns, expanded customer relationships, or sales or growthopportunities, (ix) our ability to produce, supply and distribute shell eggs and prepared foods efficiently and reliably, (x) ourability to compete effectively with existing competitors and new market entrants, retain existing customers, acquire newcustomers and grow our product mix including our prepared foods product offerings, (xi) the impacts of government, customerand consumer reactions to high market prices for eggs, including, without limitation, potential new or expanded governmentregulations, (xii) risks relating to potential changes in inflation, interest rates and trade and tariff policies, (xiii) the loss orexpiration of any registered trademarks or other intellectual property that we use in our business, (xiv) adverse results in pendinglitigation and other legal matters, and (xv) global instability, including as a result of geopolitical conflicts and other uncertainties.The actual timing, number and value of shares repurchased under our share repurchase program will be determined bymanagement in its discretion and will depend on a number of factors, including but not limited to, the market price of our CommonStock and general market and economic conditions. The share repurchase program may be suspended, modified or discontinuedat any time without prior notice. Readers are cautioned not to place undue reliance on forward -looking statements because, whilewe believe the assumptions on which the forward -looking statements are based are reasonable, there can be no assurance thatthese forward -looking statements will prove to be accurate. Further, forward -looking statements included herein are made onlyas of the respective dates thereof, or if no date is stated, as of the date hereof. Except as otherwise required by law, we disclaimany intent or obligation to update publicly these forward -looking statements, whether because of new information, future events,or otherwise. ITEM 1. BUSINESS Overview We are the largest egg company in the United States (“U.S.”) and a leading player in the egg-based food industry. We strive tobe the leading consumer -driven provider of nutritious, affordable, and sustainable eggs and egg-based foods that fit today'slifestyles. Our vision is to ensure that healthy, affordable eggs and egg-based food choices are accessible to every household,every day. We sell most of our products throughoutmuchof the U.S. and aim to maintain efficient, state -of-the-art operationslocated close to our customers. We were founded in 1957 and are headquartered in Ridgeland, Mississippi.
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5 The Company’s shell egg portfolio spans the full egg value ladder —from conventional to specialty, including cage-free,nutritionally enhanced, organic, brown, pasture -raised, and free-range eggs—serving both retail and foodservice customersnationwide. Cal -Maine Foods also participates in the growing prepared foods sector, with offerings such as pre-cooked eggpatties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles, and specialty wraps. Our brandedportfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s®, MeadowCreek Foods®,and Crepini®. When we use “we,” “us,” “our,” “Cal -Maine Foods,” or the “Company” in this report, we mean Cal -Maine Foods, Inc. and itsconsolidated subsidiaries, unless otherwise indicated or the context otherwise requires. The Company’s fiscal year -end is on the Saturday closest to May 31. Our fiscal year 2026 ended May 30, 2026, and the first threefiscal quarters of fiscal 2026 ended August 30, 2025, November 29, 2025, and February 28, 2026. All references herein to a fiscalyear means our fiscal year and all references to a year mean a calendar year. Operating and Reportable Segments We previously managed our business as one operating and one reportable segment. Effective in the fourth quarter of fiscal 2026,we revised our internal reporting to change the manner in which we manage our business, which reflects a focus on managingoperations based on our product categories rather than on a consolidated basis. As a result, we identified three reportablesegments: Conventional Shell Eggs, Specialty Shell Eggs, and Prepared Foods. Our remaining operations , which include co-packshell eggs, egg products, hard -cooked eggs and other business activities, are not reportable segments, as defined by the applicableaccounting standard . Conventional Shell EggsThe Conventional Shell Eggs segment consists primarily of the production, grading, packaging, marketing anddistribution of shell eggs sold as conventional shell eggs, which includes our brandsSunups®andSunny Meadow®. Specialty Shell EggsThe Specialty Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distributionof shell eggs sold as cage -free, nutritionally enhanced , organic, brown, pasture -raised and free-range eggs. This segmentincludes our brandsFarmhouse Eggs® and4Grain®as well as branded products from our cooperative membership inEggland’s Best, Inc. which includesEgg-Land’s Best® andLand O’ Lakes®branded eggs. Prepared FoodsThe Prepared Foods segment consists primarily of the production, packaging, marketing and distribution of preparedfoods product offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, wafflesand specialty wraps. This segment includes our brandsVan ’s® andCrepini®. All prior fiscal year periods have been recast to reflect the new reportable segments. For additional discussion regarding thechange to our new reportable segments, seeNote 15 – Segment Reporting in Part II. Item 8. Notes to Consolidated FinancialStatements. Growth Strategy Cal -Maine Foods’ long-term growth strategy is focused on building a diversified egg-based food platform that extends beyondconventional shell eggs and enhances the Company’s earnings profile and resilience across market cycles. The Company intendsto leverage its market position, vertically integrated operations, strong balance sheet, and longstanding customer relationships topursue opportunities that drive sustainable growth, expand margins, and diversify its revenue streams. The Company’s growth initiatives include increasing the proportion of specialty shell eggs in its sales mix, expanding its preparedfoods and egg products businesses, strengthening and extending its portfolio of branded offerings, and pursuing strategicacquisitions and organic investments that complement its existing capabilities. Within its conventional shell egg business, theCompany employs a balanced pricing strategy that combines market -based and structured pricing arrangements intended toparticipate in favorable pricing environments while enhancing earnings visibility and cash flow stability over time. The Companyalso continues to invest in biosecurity, productivity initiatives, and vertical integration to reinforce cost leadership and supplyreliability and seeks to expand its geographic presence and customer penetration through disciplined capital allocation andinvestments that enhance its production, distribution, and commercial capabilities.
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6 The Company currently has multiple expansion initiatives underway for its Prepared Foods segment. At Echo Lakes Foodsfacilities, the Company has a network optimization and capacity expansion project underway, which is expected to add 17 millionpounds of annual scrambled egg production by mid-to-late-fiscal 2027, as well as a high-speed pancake line project, which isexpected to add an additional 12 million pounds of annual production through early-to-mid-fiscal 2027. In addition, theCompany’s joint venture, Crepini Foods, is investing in new equipment and line installations that is expected to add 18 millionpounds of additional production capacity gradually over the next 12 to 18 months with expected completion by early-to-mid fiscal2028. In total, these planned investments are expected to grow Cal -Maine’s prepared foods production capacity by more than 30percent from mid-2027 through 2028. Management believes that the combination of conventional and specialty shell eggs, prepared foods, egg products, and brandedofferings creates a more balanced and diversified business model that is better positioned to serve evolving consumer preferencesand customer needs. Through these initiatives, the Company seeks to increase its normalized earnings power and create long-term value for its customers and shareholders. Acquisitions Throughout our history, we have acquired other businesses in our industry. Since 1989, we have acquired and integrated 28businesses. Within the last two fiscal years, we have made the following significant acquisitions. Effective May 12, 2026, we acquired certain assets of the Van’s Foods (“Van ’s”) business of Sara Lee Frozen Bakery, LLC forapproximately $24.8 million. The assets acquired are expected to help support our strategy to diversify our business model, growin prepared foods business-to-retail, and deliver greater value across the supply chain. Effective March 2, 2026, we acquired the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC, includingCrystal Lake LLC (“Creighton”), for approximately $129.3 million. The acquired assets include commercial shell egg productionand grading with capacity of approximately 3.2 million layers, including 500 thousand cage-free layers, and 865 thousand pullets,a feed mill, and 1,007 acres of land, as well as an egg products and hard -cooked egg processing facility located near Warsaw,Indiana. The transaction expands the geographic scale of our shell egg platform while also adding nearby liquid egg capacity thatwe believe will strengthen our integrated value chain. Effective October 10, 2025, we acquired certain assets of Clean Egg, LLC (“Clean Egg”) based in Langwood, Texas, forapproximately $23.7 million. The assets acquired included 677 thousand brown cage-free and free-range layers and pullets , andother inventory, machinery and equipment related to its contract production and egg processing business. Effective June 2, 2025, we acquired Echo Lake Foods, LLC and certain related companies (collectively “Echo Lake Foods”) forapproximately $289.5 million. Echo Lake Foods is based in Burlington, Wisconsin and produces, packages, markets anddistributes prepared foods, including pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes and waffles.The acquisition has expanded our prepared foods product line and customer base. Our previously announced projects to increaseefficiency and expand production capacity are ongoing and expected to continue throughout mid to late fiscal 2027. During the third quarter of fiscal 2025, we acquired certain assets of Deal -Rite Foods, Inc. and certain of its affiliates (“Deal-Rite”). The assets acquired included two feed mills, storage facilities, usable grain, vehicles, related equipment and a retail feedsales business located in North Carolina. The acquired assets will produce and deliver feed to our nearby shell egg productionoperations. During the second quarter of fiscal 2025, we completed a strategic investment with Crepini LLC, establishing a new egg productsand prepared foods venture. Crepini LLC, founded in 2007, grew its brand throughout the U.S. and Mexico featuring egg wraps,protein pancakes, crepes, and wrap-ups, which are sold online and in over 3,500 retail stores. The combined entity, located inHopewell Junction, New York, operates as Crepini Foods LLC (“Crepini”). We capitalized Crepini with approximately $6.75million in cash to purchase additional equipment and other assets and fund working capital in exchange for a 51% interest in thenew venture. Crepini LLC contributed its existing assets and business in exchange for a 49% interest in the new venture. During the second quarter of fiscal 2025, we acquired the remaining ownership interests in MeadowCreek Foods, LLC(“MeadowCreek”) and it became a wholly-owned subsidiary of the Company. Our initial investment in MeadowCreek was infiscal 2022. MeadowCreek began operations during the fourth quarter of fiscal 2023 with a focus on being a leading provider ofhard -cooked eggs. During the first quarter of fiscal 2025, we acquired substantially all the commercial shell egg production, processing and eggproducts breaking assets of ISE America, Inc. and certain of its affiliates (“ISE”). The assets acquired included commercial shellegg production and processing facilities with a capacity at the time of acquisition of approximately 4.7 million laying hens,
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7 including 1.0 million cage-free, 1.2 million pullets, feed mills, approximately 4,000 acres of land, inventories and an egg productsbreaking facility. The acquired assets also include an extensive customer distribution network across the Northeast and Mid-Atlantic states, and production operations in Maryland, New Jersey, Delaware and South Carolina. These production assets wereour first in Maryland, New Jersey and Delaware. This acquisition provided us with an opportunity to enhance our market reachin the Northeast and Mid-Atlantic states. For additional discussion of our acquisitions during the last two fiscal years, seeNote 2 - Acquisitions in Part II. Item 8. Notes toConsolidated Financial Statements. Egg Industry Background According to the U.S. Department of Agriculture (“USDA”) Agricultural Marketing Service, in 2025 approximately 69% of tableeggs produced in the U.S. were sold as shell eggs, with 55% of such shell eggs sold through food-at-home outlets such as groceryand convenience stores, 12% sold to food -away -from home channels such as restaurants and 2% exported . The USDA estimate dthat in 2025 approximately 31% of eggs produced in the U.S. were sold as egg products (shell eggs broken and sold in liquid,frozen, or dried form). Given historical consumption trends, we believe that general demand for eggs in the U.S. increases basically in line with theoverall U.S. population growth; however, specific events can impact egg supply and consumption in a particular period, asexperienced with the 2015 highly pathogenic avian influenza (“HPAI”) outbreak, the COVID-19 pandemic (particularly during2020), and the most recent HPAI outbreaks that started in early 2022. For fiscal 2026, shell egg household penetration wasapproximately 97%. According to the USDA’s Economic Research Service, estimated annual per capita consumption in the U.S.between 2021 and 2025 varied, ranging from 260 to 286 eggs which was directly impacted by available supply. The USDAcalculates per capita consum ption by dividing total shell egg disappearance in the U.S. by the U.S. population. The most significant shift in demand over the past decade has been among specialty shell eggs, particularly cage-free eggs. Foradditional information, see “Specialty Shell Eggs” below. HPAI Our industry has been greatly impacted by several outbreaks of HPAI in recent years. Following the HPAI outbreaks in 2015,there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks until February through December2022. Thereafter, there were no HPAI cases affecting commercial layers until November 2023. Since 2023, outbreaks of HPAIhave continued to occur in U.S. poultry flocks. In 2024 and 2025, 40.2 million and 45.2 million commercial layer hens and pulletswere depopu lated due to HPAI, respectively. To date in 2026, through July 20, 2026, 19.2 million layer hens and pullets havebeen depopulated due to HPAI. On March 14, 2026, we experienced an HPAI outbreak within our pullet facility in Maryland, resulting in the depopulation ofapproximately 352,000 pullets. Subsequent to fiscal 2026, operations have fully resumed. HPAI is currently widespread in the wild bird population worldwide. Further, according to the U.S. Centers for Disease Controland Prevention (“CDC”), as of July 16, 2026, there have been outbreaks of HPAI in 1,166 herds of dairy cows in 20 states, and71 human cases in the U.S., almost entirely among poultry and dairy workers, since the latest outbreak began. Two of the humancases resulted in severe illness after the patient was exposed to sick and dead birds in backyard flocks. Both patients were reportedto have underlying health conditions and died in 2025. There have been no reported cases of person-to-person spread. Accordingto the CDC, the human health risk to the U.S. public from the HPAI virus is considered to be low. We remain dedicated to robustbiosecurity programs across our locations and have invested more than $92 million in biosecurity technology, equipment,supplies, procedures, and training across our locations since the major HPAI outbreak in 2015. However, no farm is immunefrom HPAI. The extent of possible future outbreaks among U.S. commercial egg layer flocks, with heightened risk duringmigration seasons, cannot be predicted. According to the USDA, HPAI cannot be transmitted through safely handled and properlycooked eggs. There is no known risk related to HPAI associated with eggs that are currently in the market and no eggs have beenrecalled relating to HPAI. For additional information, refer toPart I. Item 1A. Risk Factors. Prices for Shell Eggs Wholesale shell egg sales prices are a critical component of revenue for the Company. Wholesale shell egg prices are volatile,cyclical, and impacted by a number of factors, including consumer demand, seasonal fluctuations, the number and productivityof laying hens in the U.S. and outbreaks of agricultural diseases such as HPAI. We believe the majority of conventional shelleggs sold in the U.S. in the retail and foodservice channels are sold at prices that take into account, in varying ways, independently
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8 quoted and certified wholesale market prices, such as those published by Urner Barry Publications, Inc. (“UB”) or the USDA forshell eggs; however, grain-based or variations of cost plus arrangements are also commonly utilized. Wholesale prices for cage-free eggs are also quoted by independent sources such as UB and the USDA. There is no independentlyquoted wholesale market price for other specialty shell eggs such as nutritionally enhanced, organic, pasture -raise and free-rangeeggs. Specialty shell eggs are typically sold at prices and terms negotiated directly with customers and in the case of cage -freeeggs, can be sold at prices that take into account one of the independently quoted markets. Historically, prices for specialty shelleggs have generally been higher due to customer and consumer willingness to pay more for specialty eggs. The weekly average price for the southeast region for large white conventional shell eggs as quoted by UB is shown below byfiscal quarter for the past three fiscal years along with the average price for the past five fiscal years . The actual shell egg pricesthat we realize on any given transaction may not necessarily equal quoted market prices because of the individualized terms thatwe negotiate with individual customers , which take into account many factors. As further discussed inPart II. Item 7.Management’s Discussion and Analysis – Results of Operations, egg prices in fiscal 202 4 through fiscal 2026 were significantlyimpacted by HPAI. Our pricing for shell eggs is negotiated with our customers on individual terms. We sell our shell eggs at prices based on formulasthat take into account, in varying ways, one of the independently quoted regional wholesale market prices for shell eggs, our costsof production, such as grain-based, or hybrid models which include elements of cost of production and wholesale market prices. Almost all of our conventional shell eggs are priced and sold under market -based pricing frameworks or the hybrid modelsdescribed above, split almost evenly between such frameworks. The majority of our specialty shell eggs are priced and sold underframeworks that are based on cost of production, although we do have some customers that prefer market -based pricing for cage-free eggs. As a result, specialty shell egg prices typically do not fluctuate as much as conventional shell egg prices. We do notsell eggs directly to consumers or set the prices at which eggs are sold to consumers. Depending on market conditions, input costs and individualized contract terms, the price we receive per dozen eggs in any giventransaction may be more than or less than our production cost per dozen .
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9 Feed Costs for Shell Egg Production Feed is a primary cost component in the production of shell eggs. We routinely fill our feed storage bins during harvest seasonwhen prices for feed ingredients , primarily corn and to a lesser extent soybean meal, are generally lower. We currently have thecapacity to store 242 thousand tons of corn and soybean meal, and we replenish these stores as needed throughout the year. Asthe quality and composition of feed is a critical factor in the nutritional value of shell eggs and health of our chickens, we formulateand produce the vast majority of our own feed at our feed mills located near our production plants. Our annual feed requirementsfor fiscal 2026 were 2.2 million tons of finished feed, of which we manufactured 2.1 million tons. To ensure continued availability of feed ingredients , we may enter into contracts for future purchases of corn and soybean meal,and as part of these contracts, we may lock-in the basis portion of our grain purchases several months in advance . Basis is thedifference between the local cash price for grain and the applicable futures price. The difference can be due to transportationcosts, storage costs, supply and demand, local conditions and other factors. A basis contract is a common transaction in the grainmarket that allows us to lock-in a basis level for a specific delivery period and wait to set the futures price at a later date.Furthermore, due to the more limited supply for organic ingredients, we may commit to purchase organic ingredients in advanceto help ensure supply. Ordinarily, we do not enter into long-term contracts beyond a year to purchase corn and soybean meal orhedge against increases in the prices of corn and soybean meal. Our primary feed ingredients, corn and soybean meal, are commodities that are subject to volatile price changes due to weather,various supply and demand factors, transportation and storage costs, speculators, and agricultural, energy and trade policies inthe U.S. and internationally, and global instability that could disrupt the supply chain. We purchase the vast majority of our cornand soybean meal from U.S sources but may be forced to purchase internationally when U.S. supplies are not readily available.Feed grains are currently available from an adequate number of sources in the U.S. As a point of reference, a multi-yearcomparison of the average of daily closing prices per Chicago Board of Trade for each quarter in our fiscal years 202 2-2026 isshown below for corn and soybean meal:
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10 Shell Egg Production Our percentage of dozens produced to sold was 92.1 % of our total shell eggs sold in fiscal 2026. We supplement our productionthrough purchases of eggs from other s when needed . The quantity of eggs purchased will vary based on many factors such as ourown production capabilities and current market conditions. In fiscal 2026, 90.0 % of our production came from Company -ownedfacilities, and 10.0% came from contract producers. The majority of our contract production is with family -owned farms fororganic, pasture -raised and free-range eggs. Under a typical arrangement with a contract producer, we own the flock, furnish allfeed and critical supplies, own the shell eggs produced and assume market risks. The contract producers own and operate theirfacilities and are paid a fee based on production with incentives for performance. The commercial production of shell eggs requires a source of baby chicks for laying flock replacement. We supply the majorityof our chicks from our breeder farms and hatch them in our hatcheries in a computer -controlled environment and obtain thebalance from commercial sources. The chicks are grown in our own pullet farms and are placed into the laying flock once theyreach maturity. After eggs are produced, they are cleaned, graded and packaged. Substantially all our farms have modern “in-line” facilities whichmechanically gather, clean, grade and package the eggs at the location where they are laid. The in-line facilities generatesignificant efficiencies and cost savings compared to the cost of eggs produced from non-in-line facilities, which are facilitiesthat process their eggs that have been laid at one location and transported to a separate processing facility. The in-line facilitiesalso produce a higher percentage of USDA Grade A eggs, which generally sell at higher prices, compared to eggs that are eithernot graded or lower grade . Eggs produced on farms owned by contract producers are brought to our processing plants to be gradedand packaged. We maintain a Safe Quality Food (“SQF”) Management Program which is overseen by our Food SafetyDepartment and senior management team. As of May 30, 2026, every Company -owned processing plant was SQF certified.Because shell eggs are perishable, we do not maintain large egg inventories. Our egg inventory average d six days of sales duringfiscal 2026. We believe our constant focus on production efficiencies and automation throughout our vertically integratedoperations enable us to be a low-cost supplier in our markets. We are proud to have created, implemented and maintained what we believe is a leading poultry Animal Welfare Program(“AWP”). We have aligned our AWP with regulatory, veterinary and certain third-party certifying bodies’ guidance to governthe welfare of animals in our direct care and our contract farmers’ care. We continually review our AWP to monitor and evolvestandards that guide how we hatch chicks, rear pullets and nurture breeder and layer hens. At each stage of our animals’ lives, weare dedicated to providing welfare conditions aligned to our commitment to the principles of the internationally recognizedFiveFreedoms of Animal Welfare. We do not use artificial hormones in the production of our eggs. Hormone use in the poultry and egg production industry hasbeen effectively banned in the U.S. since the 1950s. We have an extensive written protocol that allows the use of medicallyimportant antibiotics only when animal health is at risk, consistent with guidance from the U. S. Food and Drug Administration(“FDA”) and the Guidance for Judicious Therapeutic Use of Antimicrobials in Poultry, developed by the American Associationof Avian Pathologists. When antibiotics are medically necessary, a licensed veterinary doctor will approve and administerapproved doses for a restricted period. We do not use antibiotics for growth promotion or performance enhancement. Specialty Shell Eggs We are one of the largest producers and marketers of specialty shell eggs in the U.S., which continues to be a significant segmentof the market. Specialty shell eggs are intended to meet the demands of consumers sensitive to environmental, health and/oranimal welfare issues and, as applicable, to comply with state requirements for cage -free eggs. Ten states in the U.S. have passed legislation or regulations mandating minimum space or cage-free requirements for eggproduction or mandated the sale of only cage-free eggs and egg products in their states, with implementation of these laws rangingfrom January 2022 to January 2030, representing approximately 27% of the total U.S. population according to the 2020 U.S.Census. California, Massachusetts, Colorado, Michigan, Oregon, Washington, and Nevada, which collectively representapproximately 23% of the total U.S. population, have cage-free legislation in effect. A significant number of our customers have announced goals to either exclusively offer cage-free eggs or significantly increasethe volume of cage -free egg sales in the future, subject in most cases to availability of supply, affordability and consumer demand,among other contingencies. Our customers’ sales initiatives and product mix are constantly changing, making it difficult toaccurately predict customer requirements for cage-free eggs. We are focused on adjusting our cage -free production capacity withthe goal of meeting the future needs of our customers in light of changing state requirements and our customers’ goals. As always,we strive to offer a product mix that aligns with current and anticipated customer purchase decisions. We are engaging with our
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11 customers to help them meet their announced goals and needs. We have invested significant capital in recent years to acquire andconstruct cage -free facilities, and we expect our focus for future expansion to continue to include cage -free facilities. Our volumeof cage-free egg sales has continued to increase and account for a larger share of our product mix. At the same time, we understandthe importance of our continued ability to produce more affordable conventio nal shell eggs to provide our customers with avariety of egg choices and to address hunger in our communities. Branded Eggs We are a member of the Eggland’s Best, Inc. cooperative (“EB”) and produce, market, distribute and sellEgg-Land’s Best® andLand O’ Lakes® branded eggs under a license from EB at our facilities under EB guidelines. EB hens are fed a proprietary dietand offerings include nutritionally enhanced, cage-free, organic, pasture -raised and free-range eggs.Land O’ Lakes® brandedeggs are produced by hens that are fed a whole-grain vegetarian diet and include brown, organic and cage-free eggs. In 2025, EB was the third best -selling dairy brand in the U.S. By volume, the top two best-selling branded specialty shell eggSKUs in 202 5 were EB branded eggs and six out of 10 best-selling SKUs were EB branded eggs. In 2025, our sales (includingsales from affiliates) represented approximately 56% of EB branded eggs and 43% ofLand O’ Lakes®branded eggs nationwide. OurFarmhouse Eggs® branded eggs are produced at our facilities by hens that are provided with a vegetarian diet. Our offeringsofFarmhouse Eggs® include cage-free, organic and pasture raised eggs. We market organic, vegetarian and omega -3 eggs underour4Grain® brand, which consists of conventional and cage-free eggs. OurSunups® andSunny Meadow®brands are sold asconventional shell eggs. We also produce, market and distribute private label specialty and conventional shell eggs to several customers. Prepared Foods Our prepared foods offerin gs include pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, waffles andspecialty wraps. This segment includes our brandsVan ’s® andCrepini®. We produce the vast majority of our prepared foods products at our facilities. The majority of the raw materials used in theproduction of our prepared foods products are commodities, agricultural -based products, including liquid egg products, as wellas packaging material. Liquid egg products are sourced from outside vendors as well as internally. The majority of our rawmaterials are sourced from U.S. vendors and are generally available from numerous vendors. We monitor changes in price of rawmaterials and supply chain costs and may be required to implement material price increases or decreases in response to anysignificant changes in costs. Marketing and Distribution In fiscal 2026, we sold our products in 47 states as well as Puerto Rico through our extensive distribution network to a diversegroup of customers, including national and regional grocery store chains, club stores, companies servicing independentsupermarkets in the U.S., foodservice distributors and egg product consumers. The majority of our shell egg and prepared foods sales are based on the daily or short-term needs of our customers. Most sales toestablished accounts are on payment terms ranging from seven to 30 days. Although we have established long-term arrangementswith many of our customers, most of them are free to acquire products from other sources. The products we sell are either delivered to our customers’ warehouse or retail stores, by our own fleet of, or contractedrefrigerated delivery trucks, or are picked up by our customers at our processing facilities. We distribute and sellEgg-Land’s Best® andLand O’ Lakes® branded eggs directly and through our joint ventures, SpecialtyEggs, LLC and Southwest Specialty Eggs, LLC, under exclusive license agreements in Alabama, Arizona, Florida, Georgia,Louisiana, Mississippi and Texas, and in portions of Arkansas, California, Kansas, Nevada, North Carolina, Oklahoma and SouthCarolina. We also have an exclusive license in New York City in addition to exclusivity in select New York metropolitan areas,including areas within New Jersey and Pennsylvania. As discussed above under “Branded Eggs,” we also sell our ownFarmhouseEggs®4Grain®,Sunups® andSunny Meadow® branded eggs. We also produce, market and distribute private label specialtyand conventional shell eggs to several customers. Our prepared foods offerings include products sold under our brandsVan’s®andCrepini®.
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12 Customers Our top three customers accounted for an aggregateof43.1%, 49.2% and 49.0% of our net sales dollars for fiscal 2026, 2025,and 2024, respectively. Our largest customer, Walmart Inc. (including Sam's Club), accounted for 30.0%, 33.6% and 34.0% ofour consolidated net sales dollars for fiscal 2026, 2025 and 2024, respectively. Competition The production, processing, and distribution of shell eggs is an intensely competitive business, which has traditionally attractedlarge numbers of producers in the U.S. Shell egg competition is generally based on price, service and product quality. The shellegg production industry remains highly fragmented. According toEgg Industry Magazine, the ten largest producers ownedapproximately 57% and 54% of industry table egg layer hens at calendar year -end 2025 and 2024, respectively . The market for prepared foods is highly competitive , and includes national and regional food manufacturers, private labelproducers, and foodservice suppliers. Competition is based on a variety of factors, including product quality, innovation, service,price, manufacturing capabilities, supply reliability, and customer relationships. The Company believes its vertically integratedsupply chain, access to shell egg inputs, manufacturing capabilities, and broad customer relationships position it to competeeffectively in these markets. Seasonality Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer months.Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during the springand early summer. Historically, shell egg prices tend to increase with the start of the school year and tend to be highest prior toholiday periods, particularly Thanksgiving, Christmas and Easter. As a result, we have historically experienced, and mayexperience in the future, lower shell egg selling prices, sales volumes and shell egg sales (and have incurred, and may incur inthe future, net losses) in our first and fourth fiscal quarters ending in August/September and May/June, respectively. Because ofthe seasonal and quarterly fluctuations, comparisons of our net sales and operating results between different quarters withinasingle fiscal year are not necessarily meaningful comparisons. Certain of our prepared foods exhibit modest seasonality, with demand generally softening during the summer months,particularly in school -related foodservice channels. Overall, demand remains relatively stable given the portfolio’s broad retailand foodservice applications. Trademarks and License Agreements The table below shows the trademarks that we owned or licensed pursuant to license agreements at May 30, 2026, as allocatedwithin our reportable segments. We believe these trademarks and license agreements are important to our business. Reportable Segment TrademarkConventional Shell Eggs Sunups® and Sunny Meadow® Specialty Shell Eggs Farmhouse Eggs®, 4Grain®, Egg -Land's Best® and Land O'Lakes®Prepared Foods Van's® and Crepini® Government Regulation Our facilities and operations are subject to regulation by various federal, state, and local agencies, including, but not limited to,the FDA, USDA, Environmental Protection Agency (“EPA”), Occupational Safety and Health Administration (“OSHA”) andcorresponding state agencies. The applicable regulations relate to grading, quality control, labeling, sanitary control and reuse ordisposal of waste. Our shell egg facilities are subject to periodic USDA, FDA, EPA and OSHA inspections. Our shell eggproduction and feed mill facilities as well as our prepared foods operations are subject to FDA, USDA, EPA and OSHA regulationand inspections, as applicable. We maintain inspection programs and in certain cases utilize independent third-party certificationbodies to monitor compliance with regulations, our own standards and customer specifications. It is possible that we will berequired to incur significant costs for compliance with such statutes and regulations. In the future, additional rules could beproposed that, if adopted, could increase our costs. Further, the marketing, labeling and advertising of our products are subject to extensive regulation under federal, state and locallaws, including consumer protection laws. Changes in legal or regulatory requirements, including with respect to nutrition facts,
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13 allergen disclosures, serving size standards, front -of-pack labeling, ingredient or packaging restrictions, or marketing practices,or differing or evolving enforcement priorities, may increase our compliance costs or require changes to our products, packagingor marketing practices. A number of states have passed legislation or regulations mandating minimum space or cage-free requirements for egg productionor have mandated the sale of only cage-free eggs and egg products in their states. For further information refer to the heading“Specialty Shell Eggs” within this section. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significanceor that could otherwise harm competition, and we cannot guarantee that such approvals would be obtained. Further, current orfuture federal antitrust regulations may adversely affect current operations or financial condition such as required divestitures orspin-offs of certain business or assets and limitations on the types or amounts of products we could produce. For more information regarding government regulations that may affect our business, refer toPart I. Item 1A. Risk Factors. Environmental Regulation Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulationsgoverning, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardousmaterials. Under these laws and regulations, we must obtain permits from governmental authorities, including, but not limited to,wastewater discharge permits. We have made, and will continue to make, capital and other expenditures relating to compliancewith existing environmental, health and safety laws and regulations and permits. We are not currently aware of any materialcapital expenditures necessary to comply with such laws and regulations; however, as environmental, health and safety laws andregulations are becoming increasingly more stringent, including those relating to animal wastes and wastewater discharges, it ispossible that we will have to incur significant costs for compliance with such laws and regulations in the future. Human Capital Resources As of May 30, 2026, we had 4,909 employees, of whom 4,292 worked in operations and marketing, and 617, including ourexecutive officers, were administrative employees. Approximately 3.0% of our personnel are part -time. We also use temporaryemployment agencies and independent contractors to supplement our workforce when needed; for fiscal 2026, we had 1,943average monthly contingent workers. As of May 30, 2026, 40 employees were covered by a collective bargaining agreement. Webelieve our employee relations are good. Our ability to operate safely, efficiently and in compliance with applicable food, workplace safety and employment regulationsdepends on attracting, retaining, training and developing employees across our operations, sales, marketing and administrativefunctions. We focus our human capital efforts on workplace health and safety, employee relations, competitive compensation andbenefits, compliance training, operational training and leadership development. Health and Safety The health and safety of our employees is a priority. Our Safety and Health Program is designed to promote safe work practices,reduce workplace accidents and illnesses, and support compliance with applicable Occupational Safety and Health Administrationrequirements. The program applies across the Company and is supported by an enterprise safety committee and site-level safetycommittees with employee representation. We review our written safety policies at least annually and monitor safety performance on a monthly basis to identify trends andopportunities for improvement. We also provide multi-lingual safety and compliance training on topics relevant to our operations,including use of personal protective equipment, emergency response, equipment safety, chemical hazard communication, hearingconservation, lockout/tagout procedures, forklift safety and other job -specific safety practices. Contractors and vendors workingat our facilities are expected to comply with applicable safety requirements.
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14 Employee Culture and Conduct We seek to maintain a workplace culture grounded in integrity, respect, productivity and ethical conduct. OurCode of Ethics andBusiness Conduct,Human Rights Statement and other employee policies support our commitment to lawful and ethical conductand to a workplace free from harassment, discrimination, unlawful conduct and retaliation. We are an Equal Opportunity Employer and prohibit discrimination on any basis protected by applicable federal, state or locallaw. We are committed to providing employees with opportunities consistent with our operational needs and their experience,goals and contributions. Compensation, Benefits, Training and Development We seek to attract, retain and develop employees by offering competitive wages and benefits and by providing training relevantto safety, regulatory compliance, job-specific skills and leadership development. We offer eligible full-time employees a rangeof health, welfare and retirement benefits, including participation in our KSOP retirement plan, under which the Companycontributes shares of Company stock or a cash equivalent equal to 3% of eligible compensation for each pay period in whichhours are worked. We also support employee development through safety, compliance and task -specific training, as well as ourManagement Intern, Management Trainee and informal mentoring programs. Sustainability We understand that responsible management of our flocks, among other things, is vital to the production of high-quality eggs andegg products and to the success of the Company. We have engaged in agricultural production for more than 60 years. Ouragricultural practices continue to evolve as we continue to strive to meet the need for nutritious, affordable foods to feed agrowing population while still exercising responsible natural resource stewardship and conservation. We will publish oursustainability impact report for our fiscal 2025 in the first quarter of fiscal 2027, which will be available on our website.Information contained on our website is not a part of this report on Form 10 -K. Our Corporate Information We maintain a website at www.calmainefoods.com where general information about our business and corporate governancematters is available. The information contained on our website is not a part of this report. Our Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and all amendments to those reports filed orfurnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available, free of charge, through our website as soon asreasonably practicable after we file them with, or furnish them to, the SEC. In addition, the SEC maintains a website atwww.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that fileelectronically with the SEC. ITEM 1A. RISK FACTORS Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our control.The following is a description of the known factors that have or may in the future materially affect our business, financialcondition or results of operations. They should be considered carefully, in addition to the information set forth elsewhere in thisAnnual Report on Form 10-K, including under Part II. Item 7. Management’s Discussion and Analysis of Financial Conditionand Results of Operations, in making any investment decisions with respect to our securities. Additional risks or uncertaintiesthat are not currently known to us, or that we are aware of but currently deem to be immaterial or that could apply to anycompany could also materially adversely affect our business, financial condition or results of operations.See“Forward -LookingStatements” at the beginning of this report. INDUSTRY RISK FACTORS Market prices of wholesale shell eggs are volatile and decreases in these prices have had, and in the future may have, amaterially adverse impact on our revenues and profits. Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside ourcontrol. Wholesale shell egg market prices directly affect the selling prices of our products sold under market -based pricingformulas and may indirectly impact our products sold under cost -based and hybrid pricing formulas as customers may seek torenegotiate the terms of their arrangements during periods of sustained low prices. Accordingly, our historical results are notnecessarily indicative of future performance.
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15 Modest increases in industry supply or decreases in demand have resulted in, and may in the future have a material adverse effecton shell egg prices. Low shell egg prices adversely affect our revenues and profits. Market prices for wholesale shell eggs have been, and in the future may be, volatile and cyclical. Shell egg prices have risen inthe past during periods of high demand such as the initial outbreak of the COVID-19 pandemic and periods when high proteindiets are popular. Shell egg prices have also risen during periods of constrained supply, such as during outbreaks of highlypathogenic avian influenza (“HPAI”). During times when prices are high, the egg industry has typically produced more eggs,primarily by increasing the number of layers, which historically has ultimately resulted in an oversupply of eggs, leading to periods of lower prices. As discussed above inPart I. Item 1. Business – Seasonality, seasonal fluctuations impact shell egg prices. Therefore, comparisonsof our sales and operating results between different quarters within a single fiscal year are not necessarily meaningfulcomparisons. A decline in consumer demand for shell eggs or our prepared foods offerings have had, and in the future may have , amaterial adverse impact our business. We believe high-protein diet trends, industry advertising campaigns, the improved nutritional reputation of eggs and an increasein at -home consumption of eggs during the COVID-19 pandemic, have all contributed at one time or another to increased shellegg demand. However, it is possible that the demand for shell eggs will decline in the future. Adverse publicity relating to healthor safety concerns and changes in the perception of the nutritional value of shell eggs, changes in consumer views regardingconsumption of animal -based products, as well as movement away from high protein diets, have had and in the future may havean adverse effect on demand for shell eggs, which has had and in the future could have a material adverse effect on our results ofoperations and financial condition. Certain of our prepared foods offerings are generally subject to changing consumer trends, demands and preferences as well as amodest amount of seasonality. Trends within the prepared foods industry change often, and failure to identify and react to changesin these trends could lead to, among other things, reduced demand and price reductions for our prepared foods brands andproducts. We strive to respond to consumer preferences and social expectations, but we may not be successful in our efforts.Further, we could be adversely affected if consumers lose confidence in the safety and quality of certain food products oringredients, or the food safety system generally. Prolonged negative perceptions concerning the health implications of certainfood products or ingredients or loss of confidence in the food safety system generally could influence consumer preferences andacceptance of some of our products and marketing programs. Continued negative perceptions and failure to satisfy consumerpreferences could have a material adverse effect on our sales, financial condition and results of operations. Feed costs are volatile and increases in these costs have had, and in the future may have , a material adverse impact ourresults of operations. Feed costs are the largest element of our shell egg production cost, typically exceeding 50% of our total farm production costs.Although feed ingredients, primarily corn and soybean meal, are available from a number of sources, we do not have control ov erthe prices of the ingredients we purchase, which are affected by weather, various global and U.S. supply and demand factors,transportation and storage costs, speculators, agricultural, energy and trade policies in the U.S. and internationally, and globalinstability, including as a result of geopolitical conflicts. For example, while feed costs declined during fiscal 2026, we saw higherprices for corn and soybean meal over the last four fiscal years as a result of weather -related shortfalls in production and yields,ongoing supply chain disruptions, and geopolitical conflicts and their impact on the export markets. Our costs for corn andsoybean meal are also affected by local basis prices. Increases in feed costs unaccompanied by increases in the selling price of eggs have had and in the future may have a materialadverse effect on the results of our operations and cash flow. Decreases in feed costs can lead to increased egg production andincreases in the egg supply, possibly resulting in lower egg prices and lower revenue. Increases in other input costs such as packaging materials, delivery expenses, construction materials and equipment,including as a result of inflation and tariffs , have had and in the future may have, a material adverse impact on ourprofitability . In addition to feed ingredient costs, other significant input costs include costs of packaging materials and delivery expenses. Ourcosts of packaging materials increased during the past three fiscal years due to inflation and higher labor costs, and these costsmay continue to increase. We have also experienced increases in delivery expenses due to increases in fuel and labor costs forboth our fleet and contract trucking, and these costs may continue to increase. Changes in U.S. trade and tariffs policies havecaused and may continue to cause higher costs for construction materials, equipment, packaging and other items. Increases inthese costs are largely outside of our control and could have a material adverse effect on our profitability and cash flow.
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16 Agricultural risks, including outbreaks of avian diseases such as HPAI, have harmed and in the future could harm ourbusiness. Our shell egg production activities are subject to a variety of agricultural risks. Unusual or extreme weather conditions, diseaseand pests have had and in the future may have a material adverse effect on the quality and quantity of shell eggs we produce anddistribute. HPAI is currently widespread in the wild bird population worldwide. Outbreaks of HPAI among poultry occurperiodically worldwide, including recently in the U.S., with an increased risk during migratory seasons for wild birds. HPAIoutbreaks in the U.S. have in the past caused significant depopulation of U.S. commercial table egg layer flocks, which contributedto lower shell egg supplies and higher shell egg prices. For example, during the third and fourth quarters of fiscal 2024, weexperienced HPAI outbreaks within our facilities located in Kansas and Texas, and in March of 2026 we experienced a HPAIoutbreak within our pullet facility in Maryland, resulting in the depopulation of approximately 352,000 pullets. For additionalinformation, refer toPart I. Item 1. Business – HPAI. We maintain controls and procedures designed to reduce the risk of exposing our flocks and employees to harmful diseases;however, despite these efforts, outbreaks of avian diseases have occurred and may occur, which has had and in the future mayhave a material adverse impact on the health of our flocks and in the future could adversely impact the health of our employees.Continued or intensified spread of HPAI could have a material adverse impact on our financial results by, among other things,decreasing revenue, increasing costs, increasing government restrictions on the sale and distribution of our products , other newregulatory requirements and requiring us to euthanize the affected layers. Negative publicity from HPAI outbreaks within ourindustry can negatively impact customer perception. If a substantial portion of our layers or production facilities are affected byany of these factors in any given quarter or year, our business, financial condition, and results of operations could be materiallyand adversely affected. Our shell eggs, prepared foods and egg products offerings are susceptible to contamination, and we may be required to,or we may voluntarily, recall contaminated products. We sell food products for human consumption, including shell eggs, prepared foods and egg products, which involves food safetyrisks such as: ● food contamination caused by disease-producing organisms or pathogens, such as Listeria monocytogenes, SalmonellaEnteritidis, and pathogenic E Coli., including contamination caused by introduction of pathogens as a result of improperhandling by customers or consumers (over which we have no control), or by operational errors by suppliers or co-manufacturers or in our facilities;● mislabeling, including with respect to food allergens;● food spoilage;● nutritional and health -related concerns; and● product tampering. Shipment of contaminated, mislabeled, spoiled or otherwise deficient products, even if inadvertent, could result in a violation oflaw and lead to increased risk of exposure to product liability claims, product recall or withdrawal and scrutiny by federal, stateand local regulatory agencies. We have little, if any, control over proper handling once the product has been shipped or delivered.In addition, products purchased from other producers could contain contaminants, or be spoiled, mislabeled or otherwise deficientthat might be inadvertently redistributed or sold by us. As such, we might decide or be required to recall or withdraw a productif we, our customers or regulators believe it poses a potential health risk. This has occurred in the past and may occur in the future.Any shipment of deficient product or any action taken in response, such as a product recall or withdraw, could result in a loss ofconsumer confidence in our products, adversely affect our reputation with existing and potential customers and have a materialadverse effect on our business, results of operations and financial condition. We currently maintain insurance with respect tocertain of these risks, including product liability insurance, business interruption insurance, product recall insurance and generalliability insurance, but in many cases such insurance is expensive and difficult to obtain, and no assurance can be given that suchinsurance will adequately cover our costs or can be maintained in the future on acceptable terms or in sufficient amounts to protectus against losses due to any such events, or at all. BUSINESS AND OPERATIONAL RISK FACTORS Our acquisition growth strategy subjects us to various risks. As discussed inPart I. Item I. Business – Growth Strategy, we plan to continue to pursue a growth strategy that includes, in part,selective acquisitions of other businesses engaged in the production and sale of shell eggs and prepared foods, with a priority onthose that will facilitate our ability to expand our specialty shell egg and prepared foods production capabilities in key locationsand markets. We may over -estimate or under -estimate the demand for specialty shell eggs or our prepared foods offerings, which
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17 could cause our acquisition strategy to be less-than -optimal for our future growth and profitability. The number of existingbusinesses with specialty shell egg capacity that we may be able to purchase is limited. Conversely, when we acquire specialtyshell egg production capacity, which is more expensive to purchase and operate, and customer demands or legal requirements forspecialty shell eggs were to change, any resulting lack of demand for specialty shell eggs has and in the future may result inhigher costs and lower profitability. Although we had already diversified our business with some prepared foods product offerings, our acquisition of Echo LakeFoods in the first quarter of fiscal 2026 represented a significant expansion of our strategy to diversify our product mix to includemore prepared foods. Accordingly, we have experienced and in the future may experience unexpected challenges in integratingand managing the prepared foods businesses and brands that we acquire from time to time. Integrating the prepared foodsbusinesses and brands that we acquire, may be more costly or time-consuming than we expect. Even if these businesses andbrands are successfully integrated, we may not realize the benefits we expect from the acquisitions, including the synergies, costsavings, reduction in earnings volatility, strong management team, margin expansion, financial returns, new or expandedcustomer and vendor relationships, or sales or growth opportunities. Our experience managing prepared foods businesses is muchmore limited than our experience managing our shell egg and egg products businesses, and our strategy to diversify our productmix to include more prepared foods may not produce the favorable financial and other results that we anticipate. For additionalinformation regarding our acquisitions and our strategy to diversify our product mix to include more prepared foods, see Part I.Item 1. Business –Acquisitions andGrowth Strategy. Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entailan inherent risk that we could become subject to contingent or other liabilities, including liabilities arising from events or conductprior to our acquisition of a business that were unknown to us at the time of acquisition. We could incur significantly greaterexpenditures in integrating an acquired business than we anticipated at the time of its purchase. We cannot assure you that we: ● will identify suitable acquisition candidates;● can consummate acquisitions on acceptable terms;● can successfully integrate an acquired business into our operations; or● can successfully manage the operations of an acquired business. No assurance can be given that businesses we acquire in the future will contribute positively to our results of operations orfinancial condition. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain thresholdlevels of significance or that could otherwise negatively affect competition, and we cannot guarantee that such approvals wouldbe obtained. Further, current or future federal antitrust regulations may adversely affect current operations or financial conditionsuch as required divestitures or spin-offs of certain business or assets and limitations on the types or amounts of products wecould produce . The consideration we pay in connection with any acquisition affects our financial results. If we pay cash, we could be requiredto use a portion of our available cash or credit facility to consummate the acquisition. To the extent we issue shares of ourCommon Stock, existing stockholders may be diluted. In addition, acquisitions may result in additional debt. Our ability to accessany additional capital that may be needed for an acquisition may be adversely impacted by higher interest rates and economicuncertainty. Disruptions to our production, supply chain or distribution operations, or to the operations of key customers or saleschannels, could have a material adverse effect our business and operations. Our ability to produce, supply and distribute shell eggs and prepared foods efficiently and reliably is critical to our success. Ouroperations depend on the continued availability and effective functioning of our production facilities, supply chain, logistics anddistribution networks, some of which are supported by third-party providers. A significant disruption to any of these capabilities,whether due to operational failures, labor shortages, transportation disruptions, facility outages, facility upgrades or other events,could impair our ability to meet customer requirements or operate in a profitable manner . For example, Echo Lake Foods has andis expected to continue to experience a temporary reduction in production volumes and higher costs, which began late in thesecond quarter of fiscal 2026 and are expected to be completed in fiscal 2027. We may not be able to successfully complete theseexpansion projects timely or on budget, if at all. In addition, we rely on our customers and established sales channels to sell our products to ultimate consumers. Disruptionsaffecting a significant customer, distributor, foodservice provider, retailer or other sales channel, including operational disruptionsor changes in purchasing or distribution practices, could result in reduced sales volumes, delays in product movement, or changesin the mix of products sold. Any such disruptions could have a material adverse effect on our results of operations and financialcondition.
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18 Our largest customers have accounted for a significant portion of our net sales, and the loss of, reduced purchases by, orpricing pressure from, one or more of such large customers could have a material adverse effect on our business. Our top three customers accounted for an aggregate of 43.1%, 49.2% and 49.0% of our net sales for fiscal 2026, 2025 and 2024,respectively. Our largest customer, Walmart Inc. (including Sam's Club), accounted for 30.0%, 33.6% and 34.0% of net salesdollars for fiscal 2026, 2025 and 2024, respectively. Although we have established long-term relationships with most of ourcustomers who continue to purchase from us based on our ability to service their needs, they are generally free to acquire ourproducts from other sources. If, for any reason, one or more of our large customers were to purchase significantly less of ourproducts in the future, terminate their purchases from us or demand significantly lower pricing, and we were not able to sell ourproducts to new customers at comparable levels, it would have a material adverse effect on our business, financial condition, andresults of operations. The sophistication and buying power of certain of our customers, including their ability to expand private-label offerings,could adversely affect our pricing, margins and results of operations. Certain of our customers, including large retailers, warehouse clubs, foodservice providers and distributors, are large andsophisticated and have significant bargaining power. These customers may be more capable of resisting price increases and maydemand lower pricing, increased promotional activity, alternative pricing structures, or customized products and services. Inaddition, some of these customers have the scale and resources to operate with reduced inventories, modify sourcing strategies,or develop and market their own private -label or store-brand products that directly compete with our branded and specialtyofferings. Shelf space and product placement at retail customers are not guaranteed, and customers may choose to allocate shelfspace to competing products, including private-label or lower-priced alternatives. These risks may be exacerbated during periods of economic weakness, inflation, or elevated food prices, when consumers maytrade down to lower-priced options , reduce purchases of specialty products, or shift purchases to private-label offerings. If we areunable to effectively respond to these competitive pressures through pricing, cost control, operational efficiencies, or productinnovation, or if our customers materially change their purchasing practices or expand competing private -label offerings, oursales volumes, profitability and results of operations could be materially adversely affected. High market prices for eggs, primarily caused by HPAI-related reductions in supply, have led to pressure from customersto change long-standing market-based pricing frameworks and/or otherwise reduce the price of our eggs and may do soin the future. A material change in our sales arrangements with key customers could have a material adverse effect onour revenues, gross profits and net income. Other reactions to high egg prices, including by state or federal governmentagencies, may also adversely impact our business. Market prices for wholesale shell eggs have been volatile and cyclical over time. Market prices for eggs tend to increase duringand following outbreaks of agricultural diseases in the egg industry that reduce the supply of eggs, which has occurred duringHPAI outbreaks, until the supply and demand balance is restored. Some of our sales arrangements with customers, particularlyfor conventional shell eggs, are based on formulas that take into account, in varying ways, independently quoted regionalwholesale market prices for eggs. High market prices for eggs have led to pressure from customers to change longstanding market-based pricing frameworks and/or otherwise reduce the price of our eggs and may do so in the future. To remain competitive andretain our customers and gain new ones, we must consider our customer relationships and the reactions and potential reactions ofcompetitors. A material change in our sales arrangements with key customers could have a material adverse effect on our revenuesand gross profits. Other reactions to high egg prices, including investigations or lawsuits by state or federal government agencies or privateplaintiffs, may also adversely impact our business. In March 2025, we received a civil investigative demand in connection witha widely publicized investigation by the Antitrust Division of the Department of Justice (“DOJ”) into the causes behindnationwide increases in egg prices. We settled the case in June 2026, but the settlement remains subject to court approval whichmay or may not be obtained. Since November 2025, we have been named as a defendant, along with other egg producers andindustry associations, in various class actions that allege the defendants conspired to fix the prices of conventional shell eggsnationwide, primarily through manipulation of industry price benchmarks, coordinated reporting, and supply restrictions,particularly during the 2022 avian flu outbreak. In addition, persistent high egg prices may cause some consumers to purchasefewer eggs. Persistent high-price cycles, investigations and lawsuits may also increase attention on the egg industry, and theCompany specifically, by state and federal government agencies or plaintiffs, which may lead to additional governmentinvestigations , lawsuits or related activities, including but not limited to the adoption of new regulations. For further discussion,see Part I. Item 3. Legal Proceedings below and Part II. Item 8. Notes to the Consolidated Financial Statements,16 - Commitmentsand Contingencies. The potential impacts of these reactions on our business are unclear, unpredictable and may divert ourresources and attention from our core business activities, which may have a material adverse effect on our business.
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19 Our business is highly competitive. The production and sale of fresh shell eggs, which accounted for 84.6% to 94.3% of our net sales in our last three fiscal years, isintensely competitive. We compete with a large number of competitors that may prove to be more successful than we are inproducing, marketing and selling shell eggs. We cannot provide assurance that we will be able to compete successfully with anyor all of these companies. Increased competition could result in price reductions, greater cyclicality, reduced margins and loss ofmarket share, which would negatively affect our business, results of operations, and financial condition. In addition, our growth strategy includes expansion of our product offerings including prepared foods. The prepared foodsbusiness is intensely competitive and includes competition from other prepared food companies and other suppliers of preparedand convenience foods, including restaurants, grocery stores and convenience stores, many of which have more experience orscale operating prepared and convenience foods businesses. In response to these competitive pressures, we may have to reducethe prices of our products, or increase or reallocate our spending on marketing, advertising and promotional activity. Competitivepressures may also restrict our ability to increase prices, including in response to commodity and other input cost increases. Ourprofits could decrease if either a reduction in prices or increase in costs without comparable increase in price is not offset withincreased sales volume. Alternatively, if we do not reduce our prices or increase our prices, as applicable, and our competitorsseek advantage through pricing or promotional changes, our revenues , profitability and market share could be adversely affected. We are dependent on our management team, and the loss of any key member of this team may have a material adverseeffect on the implementation of our business plan in a timely manner. Our success depends largely upon the continued service of our senior management team and the recruitment of additional teammembers as we grow. The loss or interruption of service of one or more of our key executive officers could have a materialadverse effect on our ability to manage our operations effectively and/or pursue our growth strategy. We have not entered intoany employment or non -compete agreements with any of our executive officers. Competition could cause us to lose talentedemployees, and unplanned turnover could deplete institutional knowledge. Increased competition for employees has, and maycontinue to, result in increased costs. Our business is dependent on our information technology systems and software, and failure to protect against oreffectively respond to cyber -attacks, security breaches, or other incidents involving those systems, could adversely affectday-to-day operation s and decision making processes and have a material adverse effect on our performance andreputation. The efficient operation of our business depends on our information technology systems, which we rely on to effectively manageour business data, communications, logistics, accounting, regulatory and other business processes. If we do not allocate andeffectively manage the resources necessary to build and sustain an appropriate technology environment, our business, reputation,or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damageor interruption from circumstances beyond our control, including systems failures, natural disasters, terrorist attacks, viruses,ransomware, security breaches or cyber incidents. Cyber -attacks are becoming more sophisticated and are increasing in thenumber of attempts and frequency by groups and individuals with a wide range of motives. We have experienced and expect tocontinue to experience attempted cyber -attacks of our information technology systems or networks. We regularly engage with third-party service providers as part of our operations to provide a high level of service to our customers.We have implemented certain practices and policies to minimize the potential risks associated with the exchange of informationwith contracted vendors. Despite these practices and policies, we cannot guarantee that information technology systems of ourthird-party service providers will prevent and detect all cybersecurity breaches and incidents. Although we require third-partyservice providers to notify us upon a potential breach or incident, there is a potential risk that our business, reputation, or financialresults could be negatively impacted by cybersecurity incidents at their businesses. Additionally, future or past business transactions (such as acquisitions or integrations) have exposed and in the future may exposeus to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present inacquired or integrated systems and technologies. Furthermore, we may discover security issues that were not found during duediligence of such acquired or integrated businesses, and it may be difficult to integrate businesses into our information technologyenvironment and security program. Our information technology systems also subject us to numerous data privacy obligations. We may at times fail (or be perceivedto have failed) in our efforts to comply with our data privacy obligations. If we or the third parties on which we rely fail, or areperceived to have failed, to address or comply with applicable data privacy obligations, we could face significant consequences,including but not limited to government enforcement actions and litigation. A security breach of sensitive information could resultin damage to our reputation and our relations with our customers or employees. Any such damage or interruption could have amaterial adverse effect on our business.
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20 Technology and related business and regulatory requirements continue to change rapidly. Failure to update or replace legacysystems to address these changes could result in increased costs, including remediation costs, system downtime, third partylitigation, regulatory actions or cyber security vulnerabilities which could have a material adverse effect on our business. We are currently implementing a new enterprise resource planning (“ERP”) system, and difficulties with this transitioncould have a material adverse effect on our business. We are in the process of replacing and modernizing our core financial and operational systems through a new ERP platform. Thisimplementation is a complex, multi-phase project that has and will require significant investment of time, capital, and internalresources. There can be no assurance that the ERP system will be implemented on the expected timeline, within budget or withthe intended functionality. Challenges associated with the ERP transition , including data conversion issues, system integration problems, process redesign,user adoption difficulties, or disruptions to existing operations could impair our ability to process transactions , manage our supplychain and human resources, produce accurate and timely financial reports, maintain effective internal controls over financialreporting or otherwise disrupt our business operations . The implementation may also divert management ’s attention from normalbusiness operations. If we are unable to successfully complete the ERP implementation, or if unexpected issues arise during the transition, our business,financial condition, results of operations, and internal control environment could be materially adversely affected. Labor shortages or increases in labor costs have had and in the future could have a material adverse impact on ourbusiness and results of operations. Our success is dependent upon recruiting, motivating, and retaining staff to operate our production facilities. Approximately80.7% of our employees are paid at hourly rates, often in entry -level positions. While all our employees are paid at rates abovethe federal minimum wage requirements, any significant increase in local, state or federal minimum wage requirements couldincrease our labor costs. In addition, any regulatory changes requiring us to provide additional employee benefits or mandatingincreases in other employee -related costs, such as unemployment insurance or workers compensation, would increase our costs.A shortage in the labor pool, which may be caused by competition from other employers, the remote locations of many of ourproduction fac ilities, decreased labor participation rates or changes in government -provided support or immigration laws orpolicies, particularly in times of lower unemployment, has had and in the future could have an adverse material effect on ourbusiness and results of operations. A shortage of labor available to us could cause our production facilities to operate with reducedstaff, which could negatively impact our production capacity and efficiencies. In fiscal 2025 and 2026, labor wages continued torise due to inflation and low unemployment. Any significant labor shortages or increases in our labor costs has had, and in thefuture could have, a material adverse effect on our results of operations. We also rely on third-party suppliers for the provision of contingent workers, and our failure to effectively manage our use ofsuch contingent workers could increase our costs and adversely affect our results of operations. We may be subject to shortages,oversupply, or fixed contractual terms relating to contingent workers. Our ability to manage the size and cost of our contingentworkforce may be subject to additional constraints imposed by local laws. Global or regional health crises , including pandemics or epidemics , could have a material adverse impact on our businessand operations. The effects of global or regional pandemics or epidemics have had and in the future may have a significant impact on ouroperations. Although demand for our products could increase as a result of restrictions such as travel bans and restrictions,quarantin es, shelter-in-place orders, and business and government shutdowns, which can prompt more consumers to eat at home,these restrictions could also significantly increase our cost of doing business due to labor shortages, supply-chain disruptions,increased costs and decreased availability of packaging supplies or feed, and increased medical and other costs. We experiencedthese impacts as a result of the COVID-19 pandemic, primarily during our fiscal years 2020 and 2021. The impacts of healthcrises are difficult to predict and depend on numerous factors including the severity, length and geographic scope of the outbreak,resurgences of the disease and variants, availability and acceptance of vaccines, and governmental, business and individuals’responses. LEGAL AND REGULATORY RISK FACTORS Pressure from animal rights groups regarding the treatment of animals may subject us to additional costs to conform ourpractices to comply with developing standards or subject us to marketing costs to defend challenges to our currentpractices and protect our image with our customers. In particular, changes in customer preferences and state legislation
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21 have accelerated an increase in demand for cage-free eggs, which increases uncertainty in our business and increases ourcosts. We and many of our customers face pressure from animal rights groups, such as People for the Ethical Treatment of Animals andthe Humane Society of the U. S., to require companies that supply food products to operate their businesses in a manner thattreats animals in conformity with certain standards developed or approved by these groups. In general, we may incur additionalcosts if we conform our practices to address any of these standards or to defend our existing practices to protect our image withour customers. The standards promoted by these groups change over time, but typically require minimum cage space for hens,among other requirements, and some of these groups have led successful legislative efforts to ban any form of caged housing invarious states. As discussed inPart I. Item 1. Business - Government Regulation, ten states have passed minimum space and/or cage-freerequirements for hens, and other states are considering such requirements. In addition, a significant number of our customershave announced goals to either exclusively offer cage-free eggs or significantly increase the volume of cage -free egg sales in thefuture, subject in most cases to availability of supply, affordability and consumer demand, among other contingencies. While weanticipate that our retail and foodservice customers will continue to transition to selling cage-free eggs given publicly stated goals,there is no assurance that this transition will take place or take place according to the timeline of current cage-free goals. Forexample, customers may accelerate their transition to stocki ng cage-free eggs, which may challenge our ability to meet the cage-free volume needs of those customers and result in a loss of shell egg sales. Similarly, customers who commit to stock greaterproportional quantities of cage -free eggs are under no obligation to continue to do so, which may result in an oversupply of cage-free eggs and result in lower specialty shell egg prices, which could reduce the return on our capital investment in cage-freeproduction. In addition, on July 9, 2025, the DOJ filed a lawsuit against the State of California alleging that California’s cage-free laws “impose burdensome red tape on the production of eggs and poultry products nationally in violation of the SupremacyClause of the U.S. Constitution” and lead to higher egg prices for U.S. consumers. Although this lawsuit was dismissed in March2026, potential similar future litigation could further complicate and the cage-free egg landscape and affect our ability tosuccessfully navigate these issues. Changing our infrastructure and operating procedures to conform to consumer preferences, customer demands, laws andchallenges to these laws has resulted and will continue to result in additional costs, including capital and operating cost increases. In response to our customers’ announced goals and increased legal requirements for cage-free eggs, we have increased capitalexpenditures to increase our cage-free production capacity. We are also enhancing our focus on cage-free capacity whenconsidering acquisition opportunities. Our customers typically do not commit to long-term purchases of specific quantities ortype of eggs with us, and as a result, we cannot predict with any certainty which types of eggs they will require us to supply infuture periods. The production of cage -free eggs is more costly than the production of conventional shell eggs, and these higherproduction costs contribute to the prices of cage-free eggs, which historically have typically been higher than conventional shellegg prices. Many consumers prefer to buy less expensive conventional shell eggs. These consumer preferences, in addition to theregulatory landscape, may in turn influence our customers’ future needs for cage-free and conventional shell eggs. Due to theseuncertai nties, we may over-estimate future demand for cage -free eggs, which could increase our costs unnecessarily, or we mayunder-estimate future demand for cage -free eggs, which could harm us competitively. If our competitors obtain non -cancelablelong-term contracts to provide cage -free eggs to our existing or potential customers, then there may be decreased demand for ourcage-free eggs due to these lost potential sales. If we and our competitors increase cage-free egg production and there is nocommensurate increase in demand for cage-free eggs, this overproduction could lead to an oversupply of cage -free eggs, reducingthe sales price for specialty shell eggs and our return on capital investments in cage-free production. Failure to comply with applicable governmental regulations, including environmental regulations, could harm ouroperating results, financial condition, and reputation. Further, we may incur significant costs to comply with any currentor future regulations. We are subject to federal, state and local regulations relating to grading, processing, packaging, quality control, distribution,advertising, labeling, sanitary control, food safety, storage, waste disposal, and other areas of our business and may be subject toadditional regulations in the future. As a fully-integrated shell egg producer, our shell egg facilities are subject to regulation andinspection by the USDA, OSHA, EPA and FDA, as well as state and local health and agricultural agencies, among others. Ourshell egg production and feed mill facilities as well as our prepared foods operations are subject to FDA, USDA, EPA and OSHAregulation and inspections, as applicable. In addition, rules are often proposed that, if adopted as proposed, could increase ourcosts. Further, the marketing, labeling and advertising of our products are subject to extensive regulation under federal, state and locallaws, including consumer protection laws. We make statements in our marketing, labeling and advertising regarding, among otherthings, product attributes, nutritional content, sourcing practices, animal welfare standards and sustainability characteristics.These statements may be challenged as false, misleading or deceptive. Changes in legal or regulatory requirements, including
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22 with respect to nutrition facts, allergen disclosures, serving size standards, front -of-pack labeling, ingredient or packagingrestrictions, or marketing practices, or differing or evolving enforcement priorities, may increase our compliance costs or requirechanges to our products, packaging or marketing practices. Failure, oraperceived failure, to comply with applicable regulationscould subject us to civil penalties, injunctions, product relabeling, recalls or withdrawals, loss of necessary approvals or permits,loss of customers or damage to our reputation, any of which could have a material adverse effect on our business, financialcondition and results of operations. Our operations and facilities are subject to various federal, state and local environmental, health, and safety laws and regulationsgoverning, among other things, the generation, storage, handling, use, transportation, disposal, and remediation of hazardousmaterials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but notlimited to wastewater discharge permits and manure and litter land applications. If we fail to comply with applicable laws or regulations, or fail to obtain necessary permits, we could be subject to significantfines and penalties or other sanctions, our reputation could be harmed, and our operating results and financial condition could bematerially adversely affected. In addition, because these laws and regulations are becoming increasingly more stringent, it ispossible that we will be required to incur significant costs for compliance with existing and future laws and regulations. Events beyond our control, such as extreme weather, natural disasters and changing climate conditions, and legal orregulatory responses may have a material adverse impact on our business and results of operations. Extreme weather events, such as derechos, wildfires, drought, tornadoes, hurricanes, other storms, excessive cold or heat, floodsor other natural disasters, as well as other events beyond our control, such as bioterrorism, water rights restrictions and other fireevents, some of which have in the past and in the future could have a material adverse effect on our operating results and financialcondition. Such events have, and in the future may, among other things, cause one or more of the following: impair the health orgrowth of our flocks, decrease production or availability of feed ingredients, or interfere with our operations due to power outages,fuel shortages, discharges from overtopped or breached wastewater treatment lagoons, damage to our production and processingfacilities, labor shortages or disruption of transportation channels. Increased global temperatures and more frequent occurrences of extreme weather events may cause crop and livestock areas tobecome unsuitable, including due to water scarcity or high or unpredictable temperatures, which may result in much greater stresson food and water systems and more pronounced food insecurity globally. Lower global crop production, including corn andsoybean meal, which are the primary feed ingredients that support the health of our animals, may result in significantly higherprices for these commodity inputs, impact our ability to source the commodities we use to feed our flocks, and negatively impactour ability to maintain or grow our operations. Changing climate conditions may increasingly expose workers and animals tohigh heat and humidity stressors that adversely impact poultry production and our costs. Increased greenhouse gas emissions mayalso negatively impact air quality, soil quality and water quality, which may hamper our ability to support our operations,particularly in higher water - and soil-stressed regions. Increasing frequency of severe weather events may negatively impact our ability to raise poultry and produce eggs profitably orto operate our transportation and logistics supply chains. These changes may cause us to change, significantly, our day -to-daybusiness operations and our strategy. Changing climate conditions and extreme weather events may also impact demand for ourproducts given evolution of consumer food preferences. Even if we take measures to position our business in anticipation of suchchanges, compliance with current and future legal or regulatory requirements may require significant management time, oversightand enterprise expense. We may also incur significant expense tied to regulatory fines if laws and regulations are interpreted andapplied in a manner that is inconsistent with our business practices. We can make no assurances that our efforts to prepare forthese adverse events will be in line with future market and regulatory expectations and our access to capital to support our businessmay also be adversely impacted. Current and future litigation and other legal matters could expose us to significant liabilities and have a material adverseeffect on our business reputation. We and certain of our subsidiaries are involved in various legal proceedings and other legal matters. Litigation, governmentinvestigations and other legal matters are inherently unpredictable and costly, and although we believe we have meaningfuldefenses in these matters, we may incur liabilities due to adverse judgments or penalties or we may enter into settlements ofclaims, which could have a material adverse effect on our results of operations, cash flow and financial condition. For a discussionof our ongoing legal proceedings see Part I. Item 3. Legal Proceedings below and Part II. Item 8. Notes to the ConsolidatedFinancial Statements,Note 16 - Commitments and Contingencies. Such lawsuits, investigations and other legal matters areexpensive to respond to and defend, divert management’s attention, and may result in significant adverse judgments, penalties orsettlements. In addition, legal proceedings may expose us to negative publicity, all of which could have a material adverse effecton our business, financial condition, result of operations, reputation and customer preference for our products and brands.
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23 FINANCIAL AND ECONOMIC RISK FACTORS Economic conditions, including inflation and interest rates, could negatively impact our business. Economic conditions, including inflation and interest rates, may adversely affect our business by: ● Limiting our access to capital markets or increasing the cost of capital we may need to grow or operate our business;● Changing consumer spending and habits and demand for eggs, particularly higher-priced eggs, as well as prepared foods;● Restricting the supply of energy sources or increasing our cost to procure energy; or● Reducing the availability of feed ingredients, packaging material, and other raw materials, or increasing the cost of theseitems. Deterioration of economic conditions could also negatively impact: ● The financial condition of our suppliers, which may make it more difficult for them to supply raw materials;● The financial condition of our customers, which may decrease demand for eggs and prepared foods or increase our baddebt expense; or● The financial condition of our insurers, which could increase our cost to obtain insurance, and/or make it difficult forour insurers to meet their obligations in the event we experience a loss due to an insured peril. According to the U.S. Bureau of Labor Statistics, from June 2021 to June 2022, the Consumer Price Index for All UrbanConsumers (“CPI-U”) increased 9.1%, the largest 12-month increase since the period ending December 1981. The CPI-Uincreased 3.3%, 2.4% an d 4.2% annually from May 2023 to May 2026. Inflationary costs have increased our input costs, and ifwe are unable to pass these costs through to the customer it could have a material adverse effect on our business. We hold significant cash balances in deposit accounts with deposits in excess of the amounts insured by the Federal DepositInsurance Corporation (“FDIC”). In the event of a bank failure at an institution where we maintain deposits in excess of the FDIC-insured amount, we may lose such excess deposits. The loss of any registered trademark or other intellectual property could enable other companies to compete moreeffectively with us. We utilize intellectual property in our business, including trademarks, copyrights and trade secrets. For example, we own thetrademarksFarmhouse Eggs®,4Grain®,Sunups®,Sunny Meadow®, Van ’s®,and Crepini®. We produce and marketEgg-Land’s Best® andLand O’ Lakes® under license agreements with EB. We have invested a significant amount of money inestablishing and promoting our trademarked brands. The loss or expiration of any intellectual property could require us to rebrandor discontinue affected products, reduce sales volumes, or incur additional costs and may enable our competitors to compete moreeffectively with us by allowing them to make and sell products substantially similar to those we offer. This could negativelyimpact our ability to produce and sell those products, thereby having a material adverse effect on our business, financial conditionand results of operations . Impairment in the carrying value of goodwill or other assets could negatively affect our results of operations or net worth. Goodwill represents the excess of the cost of business acquisitions over the fair value of the identifiable net assets acquired.Goodwill is reviewed at least annually for impairment by assessing qualitative factors to determine whether the existence ofevents or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less thanits carrying amount. As of May 30, 2026, we had $97.1 of goodwill. While we believe the current carrying value of this goodwillis not impaired, future goodwill impairment charges could have a material adverse effect on our results of operations in anyparticular period and our net worth. RISK FACTORS RELATING TO OUR COMMON STOCK Provisions of our certificate of incorporation, bylaws, and Delaware law may make an acquisition of us or a change in ourmanagement more difficult. Certain provisions of our certificate of incorporation and bylaws could discourage, delay or prevent a merger, acquisition or otherchange in control that stockholders may consider favorable, including transactions in which an investor might otherwise receivea premium for its shares. These provisions also could limit the price that investors might be willing to pay in the future for sharesof our Common Stock, thereby depressing the market price of our Common Stock. Stockholders who wish to participate in thesetransactions may not have the opportunity to do so. Furthermore, these provisions could prevent or frustrate attempts by ourstockholders to replace or remove our management. These provisions:
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24 ● provide for the division of the Board into three classes as nearly equal in size as practicable with staggered three-yearterms and limit the removal of directors and the filling of vacancies;● authorize our Board to set the terms of and issue preferred stock, without stockholder approval, that could be issued topersons friendly to management or could operate as a “poison pill” to dilute the stock ownership of a potential hostileacquirer to prevent an acquisition that is not approved by our Board;● prohibit stockholder action by written consent;● prohibit stockholders from calling special meetings of stockholders;● establish advance notice requirements for stockholder nominations to our Board or for stockholder proposals that can beacted on at stockholder meetings; and● require the approval of the holders of at least 66-2/3% of the voting power of all then outstanding shares of capital stockof the Company entitled to vote generally in the election of directors, voting together as a single class, in order to amendour certificate of incorporation and bylaws. In addition, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may, unlesscertain criteria are met, prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, frommerging or combining with us for a prescribed period of time. The price of our Common Stock may be affected by the availability of shares for sale in the market, and investors mayexperience significant dilution as a result of future issuances of our securities, which could have a material adverse effecton the market price of our Common Stock. The sale or availability for sale of substantial amounts of our Common Stock could adversely impact the price of our CommonStock. Our Fourth Amended and Restated Certificate of Incorporation authorizes us to issue 120,000,000 shares of our CommonStock and 10,000,000 shares of preferred stock. As of July 22, 2026, there were 46,917,080 shares of our Common Stockoutstanding and no shares of preferred stock outstanding. Accordingly, a substantial number of shares of our Common Stockremain authorized for issuance and could become available for sale in the market. Our Fourth Amended and Restated Certificateof Incorporation authorizes our Board to set the terms of and issue preferred stock, without stockholder approval, and such sharesif issued could dilute the voting and economic interests of holders of Common Stock. Also, we may be obligated to issueadditional shares of our Common Stock in connection with employee benefit plans (including equity incentive plans or under ourKSOP). In the future, we may decide to raise capital through offerings of our Common Stock, preferred stock, additional securitiesconvertible into or exchangeable for our Common Stock or preferred stock, or rights to acquire those securities or our CommonStock or preferred stock. We may also issue such securities as consideration in an acquisition. The issuance of such securitiescould result in dilution of existing stockholders’ equity interests in us. Issuances of substantial amounts of our Common Stock orpreferred stock, or the perception that such issuances could occur, may adversely affect prevailing market prices for our CommonStock. The price of our Common Stock may fluctuate significantly. The market price of our Common Stock has fluctuated significantly and may continue to do so for various reasons including, butnot limited to, the following, many of which are beyond our control:● our quarterly or annual earnings or those of other companies in our industry;● the public’s reaction to our press releases, our other public announcements and our filings with the SEC;● changes in recommendations by research analysts who track our Common Stock or the stock of other companies in ourindustry, or a decision by such an analyst to reduce or cease coverage regarding our Common Stock;● changes in general conditions in the U.S. and global economy, financial markets or our industry, including those resultingfrom changes in trade and tariff policies, changes in fuel prices or fuel shortages, geopolitical conflicts, incidents ofterrorism, pandemics or responses to such events;● changes in the competitive landscape for our business, including any changes resulting from industry consolidationwhether or not involving us;● our liquidity position;● future sales of our Common Stock;● any changes in our dividend policy or share repurchase program; and● other risks, including those described in this Risk Factors section. The actual timing, number and value of shares repurchased under our share repurchase program will be determined bymanagement in its discretion and will depend on a number of factors, including but not limited to, the market price of our Common
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25 Stock and general market and economic conditions. The share repurchase program may be suspended, modified or discontinuedat any time without prior notice. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 1C. CYBERSECURITY Risk Management and Strategy We understand the importance of cybersecurity and its role in the success of the Company. Our business operations depend onthe effective use of our information systems in order to properly serve our customers, manage our business and track and reportour financial results. Our information technology team considers risks from cybersecurity threats in the implementation andexecution of our business processes. We consider and assess the risks from cybersecurity threats as part of our overall riskassessmentprocess using the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework. In order to identify, assess and manage material risks arising from cybersecurity threats, we maintain internal resources to monitorand quickly respond to such threats. We perform vulnerability scans and penetration testing designed to test the effectiveness ofour security practices. Weengagethird-party service providers to assist in the evaluation of our internal controls over ourinformation systems through audit and consulting services to test the design and operational effectiveness of security controls.We continually monitor our systems to detect and identify cybersecurity threats. Prior to contracting with third-party vendors, weperform risk assessments of the vendors and require the vendors to manage cybersecurity risks to our business operations as wellas notify us of any potential or known cybersecurity risks. We also require our employees to complete training programs toincrease their awareness of and sensitivity to cybersecurity threats. These training programs include the identification of suchthreats and the proper responses to a potential cybersecurity beach that aligns with our adopted processes. The Company has developed a response process in the event of a cybersecurity incident. The process includes the cooperation ofthe information technology team and our management team to properly detect and respond to these incidents. These responsesinclude determination of the potential impact and materiality of the incident, potential disclosure and litigation matters, andmitigation of actual or potential damage to our systems or reputation arising from the incident. Mitigation measures areimplemented to respond to any potential cybersecurity breach in order to continue to effectively serve our customers and conductour operations with as little interruption as practicable. The information technology team reviews the response processperiodically to ensure that it is designed to be effective and to encompass current or new cybersecurity threats. As of July 22, 2026, we arenot aware of any risks from cybersecurity threats, including as a result of prior cybersecurity incidents,that have materially affected or that we believe are reasonably likely to materially affect the Company, including our businessstrategy, results of operations or financial condition. SeeItem 1A. Risk Factors for further discussion about risks fromcybersecurity threats. Governance The Board is responsible for the oversight of management’s process for identifying and mitigating risks related to cybersecuritythreats.On a quarterly basis, the Director of Information Technology provides a report to the Audit Committee regarding ongoingprocesses to improve and update our current cybersecurity protocols, new cybersecurity threats, results of internal assessments,and any recent cybersecurity incidents.TheAudit Committee will make the Board aware of any information it deems necessaryor appropriate in order for the Board to effectively oversee the Company’s cybersecurity risk management and strategy. The Director of Information Technology and the team he manages are responsible for the operation and maintenance of ourinformation systems, including the assessment, identification and management of risks from cybersecurity threats.Together, theDirector of Information Technology and his team have over 150 years of experience in the information technology and securityenvironment. OurChief Financial Officer, to whom the Director of Information Technology reports, has served as Chief FinancialOfficer and a Board member since 2018 and has over 40 years of risk management experience.
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26 ITEM 2. PROPERTIES Our corporate headquarters is located in Ridgeland, Mississippi. We operate numerous production, manufacturing and processingfacilities, as well as maintain administrative offices through out 22 states. We believe that all of our facilities are well maintainedand suitable for current use. We continue to invest in our facilities with a focus on expanding capacity specifically within preparedfoods and specialty shell eggs as well as regular maintenance and cost-reduction projects. The table below provides summary information about the primary operational facilities we use in our business by reportablesegment as of May 30, 2026 . Many of our facilities are utilized by both our Conventional Shell Egg and Specialty Shell Eggsegments and it is not practical to assign to just one segment. Therefore, we have identified below certain of our facilities as beingutilized by both our Conventional Shell Egg and Specialty Shell Egg segments . Facility Type Quantity(a) Primary Segment(s) Capacity(b) Breeding Facilities2 Conventional and Specialty Shell EggHouse up to 215,000 hensHatcheries 2 Conventional and Specialty Shell EggHatch up to 712,600 chicks per weekPullet Facilities 38 Conventional and Specialty Shell EggHouse up to 15.5 million pulletsShell Egg Production 51 Conventional and Specialty Shell EggHouse up to 57.0 million layersShell Egg Processing andPackaging 52 Conventional and Specialty Shell EggProcesses approximately 702,600 dozenshell eggs per hourFeed Mills 29 Conventional and Specialty Shell EggProduction capacity of 1,100 tons of feedper hour Food Manufacturing5 Prepared Foods Production capacity of 25,700 pounds perhour (a)We own and operate all of these facilities. The table does not include idled facilities or contract production andgrowers. Included in Food Manufacturing is our facility owned by our majority -owned joint venture Crepini Foods.(b)Capacity is not an indication of production rates. Utilization of capacity varies by facility based on the level ofdemand for products produced at each facility. As of May 30, 2026 , we owned approximately 34.2 thousand acres of land. There are no material mortgages or liens on ourproperties. ITEM 3. LEGAL PROCEEDINGS Refer to the description of certain legal proceedings under Part II. Item 8. Notes to the Consolidated Financial Statements,Note16 – Commitments and Contingencies, which discussion is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES Our Common Stock trades on the Nasdaq Global Select Market under the symbol “CALM”. At July 14, 2026, there wereapproximately 243 record holders of our Common Stock and approximately 138,539 beneficial owners whose shares were heldby nominees or broker dealers. Dividends The Company has a variable dividend policy adopted by the Board. Pursuant to the policy, the Company pays a dividend tostockholders of its Common Stock on a quarterly basis for each quarter for which the Company reports net income attributableto Cal -Maine Foods, Inc. computed in accordance with generally accepted accounting principles (“GAAP”) in the U.S., in anamount equal to one -third (1/3) of such quarterly net income. Dividends are paid to stockholders of record as of the 60th dayfollowing the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pay s dividends tostockholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date.
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27 Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company willnot pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from thedate of the last quarter for which a dividend was paid. In accordance with our variable dividend policy, we will not pay a cashdividend to holders of our Common Stock with respect to our fourth quarter of fiscal 2026, and will not pay a dividend for asubsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the last quarter inwhich a dividend was paid. At the end of the fourth quarter of fiscal 2026, the amount of cumulative losses to be recovered beforepayment of any future dividends under our variable dividend policy was $35.9 million. Under the Company's Credit Facility, dividends are restricted to the amount permitted under the Company’s current dividendpolicy, and may not be paid if a default exists or will arise after giving effect to the dividend or if the sum of cash and cashequivalents of the Company and its subsidiaries plus availability under the Credit Facility equals less than $50 million. Stock Performance Graph The Company utilized the (i) Russell 2000 Total Return, and (ii) S&P Composite 1500 Food Products Industry Index tobenchmark the Company’s total shareholder return. The Company is a member of each of these indexes and believes the othercompanies included in these indexes provide products and services similar to the Company . The graph presents cumulative totalshareholder return and assumes $100 was invested on May 28, 2021 in the stock or index and dividends were reinvested. May 28, 2021May 27, 2022June 2, 2023May 31, 2024May 30, 2025May 29, 2026 Cal -Maine Foods, Inc. $ 100.00$ 138.27$ 150.19$ 201.88$ 337.66$ 276.80 Russell 2000 Total Return 100.00 84.13 82.89 95.13 96.26 137.73 S&P Composite 1500 FoodProducts Industry Index 100.00 107.14 113.16 103.03 95.52 93.33
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28 Issuer Purchases of Equity Securities The following table is a summary of our fourth quarter 2026 shares repurchases: Issuer Purchases of Equity Securities Total Number of Maximum Approximate Shares Purchased Dollar Value of Total Number Average as Part of PubliclyShares that May Yet of Shares Price Paid Announced Plans Be Purchased Under Period Purchased(a) per Share or Programs the Plans or Programs(b) 3/1/26 to 3/28/26 —$ — —$ —3/29/26 to 4/25/26 239,936 76.15 239,770 332,583,2604/26/26 to 5/30/26 156,313 75.85 156,313 320,726,332396,249$ 76.03 396,083$ 320,726,332 (a) As permitted under our Amended and Restated 2012 Omnibus Long -Term Incentive Plan, 166 shares were withheld by us to satisfy tax withholdingobligations for an employee in connection with the vesting of restricted common stock. (b) On February 25, 2025, the Company announced a $500 million share repurchase program. The share repurchase program authorizes the Company, inmanagement’s discretion, to repurchase shares of Common Stock from time to time for an aggregate purchase price up to $500 million (exclusive of any fees,taxes, commissions or other expenses related to such repurchases), subject to market conditions and other factors. The share repurchase program does not obligatethe Company to repurchase any specific amount of shares, does not have an expiration date, and may be suspended, modified or discontinued at any time withoutprior notice. Recent Sales of Unregistered Securities No sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 30, 2026. ITEM 6. RESERVED ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS RISK FACTORS; FORWARD-LOOKING STATEMENTS For information relating to important risks and uncertainties that could materially adversely affect our business, securities,financial condition , operating results, or cash flow, reference is made to the disclosure set forth underPart I. Item 1A. RiskFactors. In addition, because the following discussion includes numerous forward -looking statements relating to our business,securities, financial condition, operating results and cash flow, reference is made to the disclosure set forth underPart I. Item 1A.Risk Factors and to the information set forth in the section of Part I immediately preceding Item 1 above under the caption“Forward-Looking Statements.” COMPANY OVERVIEW Cal -Maine Foods, Inc. (“Cal -Maine Foods,” the “Company,” “we,” “us,” “our”) is the largest egg company in the U.S. and aleading player in the egg-based food industry, headquartered in Ridgeland, Mississippi. With a strong national footprint, Cal-Maine Foods provides nutritious, affordable, and sustainable protein to millions of households every day. In fiscal 2026, we soldapproximately 1.2 billion dozen shell eggs. Our total flock as of May 30, 2026 of approximately 50.0 million layers and14.5 million pullets and breeders is the largest in the U.S. The Company’s shell egg portfolio spans the full egg value ladder —from conventional to specialty, including cage-free,nutritionally enhanced, organic, brown, pasture -raised and free-range eggs—serving both retail and foodservice customersnationwide. Cal -Maine Foods also participates in the growing prepared foods sector, with offerings such as pre-cooked eggpatties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles, and specialty wraps. Our brandedportfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s ®, MeadowCreek Foods®,and Crepini®. We sell our products to a diverse group of customers, including national and regional grocery store chains, club stores, companiesservicing independent supermarkets in the U.S., and foodservice distributors serving restaurants, convenience stores, healthcare
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29 and education facilities, and hotels throughout the majority of the U.S. and aim to maintain efficient, state -of-the-art operationslocated close to our customers. Our strategy includes three primary priorities: expanding specialty shell eggs and prepared foods, pursuing disciplined growththrough acquisitions and leveraging our scale, vertical integration, operational excellence and financial strength. Throughout ourhistory, we have acquired other businesses in our industry. Since 1989, we have acquired and integrated 28 businesses, and withinthe last 2 fiscal years, we have made various acquisitions aimed at furthering our growth strategy. For further discussion of ouracquisitions, refer toPart I. Item 1. Business – Acquisitions. Our fiscal year end is the Saturday closest to May 31. The fiscal years 2026, 2025 and 2024 each included 52 weeks. All referencesherein to a fiscal year means our fiscal year and all references to a year mean a calendar year. Our operating results are materially impacted by market prices for eggs and feed grains (corn and soybean meal), which are highlyvolatile, independent of each other, and out of our control. Generally, higher market prices for eggs have a positive impact on ourfinancial results while higher market prices for feed grains have a negative impact on our financial results. Our pricing for shelleggs is negotiated with our customers on individual terms. We sell our shell eggs at prices based on formulas that take intoaccount, in varying ways, one of the independently quoted regional wholesale market prices for shell eggs, our costs of production,such as grain-based and variations of cost-plus arrangements, or hybrid models including cost of production and wholesale marketprices. Almost all of our conventional shell eggs are priced and sold under market -based pricing frameworks or the hybrid modelsdescribed above, split almost evenly between such frameworks. The majority of our specialty shell eggs are priced and sold underframeworks that are based on cost of production, although we do have some customers that prefer market -based pricing for cage-free eggs. As a result, specialty shell egg prices typically do not fluctuate as much as conventional shell egg prices. We do notsell eggs directly to consumers or set the prices at which eggs are sold to consumers. Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer months.Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during the springand early summer. Historically, shell egg prices tend to increase with the start of the school year and tend to be highest prior toholiday periods, particularly Thanksgiving, Christmas and Easter. As a result, we have historically experienced, and mayexperience in the future, lower shell egg selling prices, sales volumes and shell egg sales (and have incurred, and may incur inthe future, net losses) in our first and fourth fiscal quarters ending in August/September and May/June, respectively. Becaus e ofthe seasonal and quarterly fluctuations, comparisons of our sales and operating results between different quarters within a singlefiscal year are not necessarily meaningful comparisons. Our industry has been greatly impacted by several outbreaks of HPAI in recent years. Following the HPAI outbreaks in 2015,there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks until February through December2022. Thereafter, there were no HPAI cases affecting commercial layers until November 2023. Since 2023, outbreaks of HPAIhave continued to occur in U.S. poultry flocks. In 2024 and 2025, 40.2 million and 45.2 million commercial layer hens and pulletswere depopu lated due to HPAI, respectively. To date in 2026, through July 20, 2026, 19.2 million layer hens and pullets havebeen depopulated due to HPAI. An important competitive advantage for Cal -Maine Foods is our ability to meet our customers’ evolving needs with a favorablemix of branded and private -label products of conventional and specialty shell eggs, including cage-free, nutritionally enhanced,organic, brown, pasture -raised and free-range eggs, as well as prepared foods and egg products. For further description of our business, refer toPart I. Item I. Business. The Company previously operated as one operating and one reportable segment. Effective in the fourth quarter of fiscal 2026,the Company determined its operations are organized into three reportable operating segments: (1) Conventional Shell Eggs; (2)Specialty Shell Eggs; and (3) Prepared Foods. As we have expanded our prepared foods product offerings throughout fiscal 2026,these operating segments align with how the Company’s management reviews operating results and makes decisions aboutresource allocation and strategic initiatives. All prior fiscal year periods have been recast to reflect the new reportable segments.For further information on our reportable segments, seeNote 15 – Segment Reporting in Part II. Item 8. Notes to ConsolidatedFinancial Statements. EXECUTIVE OVERVIEW For fiscal 2026, we recognized net sales of $2.9 billion and net income of $316.7 million. We recorded a gross profit of $672.0million compared to $1.9 billion for fiscal 2025. The decrease was a result of a decrease in the net average selling price of shelleggs, primarily conventional shell egg prices, partially offset by an expansion of our Prepared Foods segment.
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30 Our average conventional shell egg price per dozen for fiscal 2026 declined 50.9% compared to fiscal 2025. Average specialtyshell egg price per dozen declined 9.5% compared to fiscal year 2025. Egg prices declined with the repopulation of the egg layerflock during fiscal 2026. According to the USDA, the size of the layer hen flock was 312.0 million hens at July 1, 2026, comparedto the five-year average of 308.0 million hens . American Egg Board estimates the U.S. laying flock asof May 2026 at 340 –347million hens, based on producer assessment data collected across the commercial egg industry, materially above USDA’spublished estimate and indicative of abundant egg supplies. In fiscal 2026, prepared foods accounted for $244.8 million or 8.4% of our net sales. Prepared food sales for fiscal 2026 increased$240.8 million, compared to fiscal 2025, primarily due to our acquisition of Echo Lake Foods in the first quarter of fiscal 2026. Wholesale shell egg prices are volatile, cyclical, and impacted by a number of factors, including consumer demand, seasonalfluctuations, the number and productivity of laying hens in the U.S., outbreaks of agricultural diseases such as HPAI, severeweathe r patterns and retailers go-to-market strategies and how they manage their inventories. We believe the recent decline inwholesale egg prices primarily reflects improved egg supply, following disruptions associated with HPAI in fiscal year 2025.Compared to the prior fiscal year, panic -driven purchasing activity appears to have subsided, and improved pipeline availabilityrelative to the prior fiscal year appears to have reduced the need for accelerated purchasing or inventory builds by retailers andfoodservice operators. As a result, wholesale shell egg prices have declined, while retail shell egg prices have adjusted moregradually. RESULTS OF OPERATIONS CONSOLIDATED RESULTS Fiscal Year Ended 2026 Compared to2025 Compared to May 30, 2026May 31, 2025June 1, 20242025 % Change2024 % ChangeNet sales $ 2,911,632$ 4,261,885$ 2,326,443 (31.7)% 83.2% Operating income 350,1861,536,539312,452 (77.2) 391.8Total other income 60,818 66,603 47,519 (8.7) 40.2Income tax expense 92,892 384,910 83,689 (75.9) 359.9Less: Net income (loss) attributableto noncontrolling interest 1,430 (1,816) (1,606) (178.7) 13.1 Net income attributable to Cal -Maine Foods, Inc. $ 316,682$ 1,220,048$ 277,888 (74.0)% 339.0% Net Sales Net sales for fiscal year 2026 was $2.9 billion compared to $4.3 billion in fiscal 2025, a decrease of $1.3 billion or 31.7%. Thedecrease was primarily due to the decrease in prices for conventional shell egg, as the layer population recovered in 2025 fromthe recent HPAI outbreaks , partially offset by sales growth due to acquisitions made during fiscal 2026, particularly Echo LakeFoods. For further discussion, refer to “Segment Results” within this section. Net sales for fiscal year 2025 were $4.3 billion compared to $2.3 billion in fiscal 2024, an increase of $1.9 billion or 83.2%. Theincrease was primarily due to the increase in prices for conventional shell eggs due to a resurgence of HPAI outbreaks in 2024and 2025, which decreased supply. For more information regarding the HPAI outbreaks, refer toPart I. Item 1. Business – HPAI. Operating Income For fiscal 2026, operating income was $350.2 million compared to $1.5 billion in fiscal 2025, a decrease of $1.2 billion, or 77.2%.The decrease was primarily due to a decrease in prices for conventional shell egg, partially offset by a decrease in price andvolume of outside egg purchases. For further discussion, refer to “Segment Results” within this section.
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31 Operating income was $1.5 billion in fiscal 2025 compared to $312.5 million in fiscal 2024, an increase of $1.2 billion, or 391.8%.The increase was primarily due to higher net average selling prices, particularly for conventional shell eggs, and higher shell eggvolumes, as well as lower feed ingredient prices, partially offset by an increase in volume and price of outside egg purchase s. For more information regarding shell egg and feed prices, refer toPart I. Item 1. Business – Prices for Shell Eggs and Feed Costsfor Shell Egg Production. Other Income (Expense) Total other income (expense) consists of items not directly charged to, or related to, operations such as interest income andexpense, equity in income or loss of unconsolidated entities, and patronage dividends, among other items. Patronage dividendsare paid to us from our membership in the EB cooperative. We recorded interest income of $46.7 million in fiscal 2026, compared to $48.7 million in fiscal 2025 , primarily due to slightlylower cash and cash equivalents and investment securities available -for-sale balances as the Company used these investments foracquisitions throughout fiscal 2026 . We recorded interest expense of $556 thousand and $612 thousand in fiscal 2026 and 2025,respectively, primarily related to commitment fees under our Credit Facility described below. We recorded interest income of $48.7 million in fiscal 2025, an increase of $16.4 million compared to fiscal 2024, primarily dueto significantly higher cash and cash equivalents and investment securities available -for-sale balances and yields. We recordedinterest expense of $612 thousand in fiscal 2025 primarily related to commitment fees under our Credit Facility. Income Taxes For fiscal 2026, our pre-tax income was $41 1.0 million, compared to $1.6 billion for fiscal 2025. We recognized a tax provisionof $92.9 million for fiscal 2026 compared to $384.9 million in fiscal 2025. For fiscal 2026, the primary difference between theU.S. statutory rate of 21% and the effective rate of 22.6% was related to state income taxes. For fiscal 2025, the primarydifferences between the U.S. statutory rate of 21% and the effective tax rate of 24.0% related to state income taxes, federal taxcredits, and certain non -taxable and non-deduc tible items. For fiscal 2024, income tax expense was $83.7 million with an effectivetax rate of 23.2%. Items causing our effective tax rate to differ from the federal statutory income tax rate of 21% are state income taxes, certainfederal tax credits and certain items included in income or loss for financial reporting purposes that are not included in taxableincome or loss for income tax purposes, including tax exempt interest income, certain nondeductible expenses, and net incomeor loss attributable to noncontrolling interest. Net income (loss) attributable to noncontrolling interest Net income attributable to noncontrolling interest was $1.4 million for fiscal 2026 compared to a net loss of $1.8 million and anet loss $1.6 million for fiscal 2025 and fiscal 2024, respectively. The increase in net income attributable to noncontrolling interestfor fiscal 2026 as compared to fiscal 2025 was due to increase sales volume of our Crepini Foods of 406%. Net Income Attributable to Cal -Maine Foods, Inc. Net income attributable to Cal -Maine Foods, Inc. for fiscal 2026 was $316.7 million, or $6.65 per basic and $6.63 per dilutedshare, compared to $1.2 billion, or $25.04 per basic and $24.95 per diluted share for fiscal 2025. Net income attributable to Cal -Maine Foods, Inc. for fiscal 2024 was $277.9 million, or $5.70 per basic and $5.69 per dilutedshare.
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32 SEGMENT RESULTS Conventional Shell Eggs Fiscal Year Ended2026 Compared to2025 Compared toMay 30, 2026May 31, 2025June 1, 20242025 % Change2024 % ChangeNet sales $ 1,348,076$ 2,755,859$ 1,247,292 (51.1)% 120.9%Cost of sales 1,059,1791,393,212970,031 (24.0)% 43.6Selling, general and administrative72,256 72,644 63,560 (0.5)% 14.3Segment income $ 216,641$ 1,290,003$ 213,701 (83.2)% 503.6% Fiscal 2026 compared to fiscal 2025 - Net sales decreased $1.4 billion, or 51.1% compared to fiscal 2025, primarily due to a decrease of 50.9% in prices forconventional shell eggs, resulting in a $1.4 billion decrease in net sales. Volumes for conventional shell eggs wererelatively flat compared to fiscal 2025. - Cost of sales decreased $334.0 million, or 24.0% compared to fiscal 2025, primarily due to a 23.8% decrease in the costper dozen sold as total volume sold was relatively flat. Cost per dozen sold decreased primarily due to a decrease in theprice and volume of outside egg purchases compared to the prior fiscal year. Fiscal 2025 compared to fiscal 2024 - Net sales increased $1.5 billion, or 120.9% in fiscal 2025 compared to fiscal 2024 primarily due to an increase of 99.7%in prices for conventional shell eggs, which resulted in a $1.4 billion increase in net sales, and a 10.6% increase involume of conventional dozens sold, which resulted in a $132 .5 million increase in net sales . - Cost of sales increased $423.2 million, or 43.6% in fiscal 2025 compared to fiscal 2024, primarily due a 29.8% increasein the cost per dozen sold as well as an increase of 10.6% in sales volume. Cost per dozen sold increased primarily dueto the increase in the average price and volume of outside egg purchases, which was partially offset by a 5.6% decreasein production cost primarily driven by lower feed ingredient prices as our production increased 9.1%. - Selling, general, and administrative expenses increased $9.1 million, or 14.3% in fiscal 2025 compared to fiscal 2024,primarily due to increased delivery and employee related costs. The increase in delivery costs related to a 10.6% increasein volume of conventional shell eggs sold due to our acquisition of ISE America, Inc. (“ISE”) and our facilities in Chase,KS and Farwell, TX returning to full operations in fiscal 2025 following HPAI outbreaks in the third and fourth quartersof fiscal 2024. Employee related costs increased due to an increase in bonuses compared to fiscal 2025. For moreinformation regarding our acquisitions, refer toNote 2 – Acquisitions in Part II. Item 8. Notes to Consolidated FinancialStatements. For more information regarding HPAI, refer toPart I. Item 1. Business – HPAI. Specialty Shell Eggs Fiscal Year Ended2026 Compared to2025 Compared toMay 30, 2026May 31, 2025June 1, 20242025 % Change2024 % ChangeNet sales $ 1,070,458$ 1,154,951$ 873,619 (7.3)% 32.2%Cost of sales 777,920 717,411 648,236 8.4% 10.7Selling, general and administrative110,994 103,938 89,188 6.8% 16.5Segment income $ 181,544$ 333,602$ 136,195 (45.6)% 144.9% Fiscal 2026 compared to fiscal 2025 - Net sales decreased $84.5 million, or 7.3% compared to fiscal 2025, primarily due to a decrease of 9.5% in prices ofspecialty shell eggs, resulting in a $112.6 million decrease in net sales, partially offset by a 2.4% increase in specialtydozens sold, resulting in a $28. 1 million increase in net sales.
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33 - Cost of sales increased $60.5 million, or 8.4% compared to fiscal 2025, primarily due to a 5.9% increase in the cost perdozen sold as well as an increase of 2.4% in sales volume. Cost per dozen sold increased as our specialty shell egg mixshifted to higher cost specialty types. - Selling, general, and administrative expenses increased $7.1 million, or 6.8% compared to fiscal 2025, primarily due toa $4.7 million increase in franchise fees. In fiscal 2025, the higher prices for conventional shell eggs compared tospecialty shell eggs diminished the need to promote specialty shell eggs, during which time, EB temporarily reduced therelated franchise fees for certain specialty shell egg brands to encourage continued production of these branded eggs.Additionally, delivery charges increased $2.3 million as specialty dozens sold increased 2.4 % compared to fiscal 2025. Fiscal 2025 compared to fiscal 2024 - Net sales increased $281.3 million, or 32. 2% in fiscal 2025 compared to fiscal 2024 primarily due to an increase of20.7% in volume of specialty shell eggs sold, which resulted in a $180.9 million increase in net sales, and a 9.5% increasein prices of specialty shell eggs, which resulted in a $100.5 million increase in net sales. - Cost of sales increased $69.2 million, or 10.7% in fiscal 2025 compared to fiscal 2024, primarily due to a 20.7% increasein sales volume, partially offset by an 8.3% decrease in the cost per dozen sold. Cost per dozen sold decreased primarilydue to a 8.3% decrease in our production costs primarily driven by lower feed ingredient prices in fiscal 2025 comparedto fiscal 2024. - Selling, general, and administrative expenses increased $14.8 million, or 16.5% in fiscal 2025 compared to fiscal 2024,primarily due to an $11.1 million increase in delivery expense resulting from higher contract trucking expenses . Prepared Foods Fiscal Year Ended2026 Compared to2025 Compared toMay 30, 2026May 31, 2025June 1, 20242025 % Change2024 % ChangeNet sales $ 244,802$ 4,050$ — 5,944.5% 100.0%Cost of sales 185,370 4,511 — 4,009.3 100.0Selling, general and administrative25,550 1,658 — 1,441.0 100.0Segment income $ 33,882$ (2,119)$ — (1,699.0)% 100.0% Fiscal 2026 compared to fiscal 2025 - Net sales increased $240.8 million, compared to fiscal 2025, primarily due to the significant expansion of our preparedfoods segment following our acquisition of Echo Lake Foods. For more information regarding our acquisitions, refer toNote 2 – Acquisitions in Part II. Item 8. Notes to Consolidated Financial Statements. - Cost of sales increased $180.8 million compared to fiscal 2025, primarily due to increased production resulting from theacquisition of Echo Lake Foods. - Selling, general, and administrative expenses increased $24.1 million, compared to fiscal 2025, primarily due toincreased employee costs and delivery charges resulting from the acquisition of Echo Lake Foods.
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34 Fiscal 2025 compared to fiscal 2024 - Net sales increased $4.1 million in fiscal 2025 compared to fiscal 2024 due to the acquisition of Crepini during fiscal2025. For more information regarding our acquisitions, refer toNote 2 – Acquisitions in Part II. Item 8. Notes toConsolidated Financial Statements. - Cost of sales increased $4.5 million in fiscal 2025 compared to fiscal 2024 due to the acquisition of Crepini. - Sales, general, and administrative expenses increased $1.7 million in fiscal 2025 compared to fiscal 2024 due to theacquisition of Crepini. Unallocated Income (Expenses) Fiscal Year Ended2026 Compared to2025 Compared toMay 30, 2026May 31, 2025June 1, 20242025 % Change2024 % ChangeOther - segment income $ 19,044$ 42,091$ 33,566 (54.8)% 25.4%Unallocated corporate SG&A (a) (108,353)(127,141)(94,516) (14.8) 34.5Gain (loss) on involuntaryconversions 8,819 (156) 23,532 (5,753.2) (100.7) Gain (loss) on disposal of fixedassets (1,391) 259 (26) (637.1) (1,096.2) (a)Unallocated corporate SG&A primarily consists of unallocated corporate overhead costs, administrative expenses, andamortization that are not directly related or allocated to the operating segments. Fiscal 2026 compared to fiscal 2025 - Other – segment income decreased $23.0 million, or 54.8 % compared to fiscal 2025, primarily due toadecrease in theaverage selling price of our co-pack egg sales as well as liquid and frozen egg products. - Unallocated corporate SG&A decreased $18.8 million, or 14.8%, compared to fiscal 2025, primarily due to a decreasein the accrual for employee bonuses compared to the prior fiscal year as well as a $15.0 million adjustment in fiscal2025 to the fair value of contingent consideration associated with the Fassio Egg Farms, Inc. (“Fassio”) acquisition.These were partially offset by additional amortization of intangibles that were acquired from our acquisitions duringfiscal 2026. For more information regarding our acquisitions, refer toNote 2 – Acquisitions in Part II. Item 8. Notes toConsolidated Financial Statements. - In fiscal 2026, we recognized $8.8 million of gains from involuntary conversions, primarily driven by a $7.5 milliongain recorded in the first quarter related to business interruption insurance recoveries associated with a weather -relatedevent that occur red in fiscal 2021. Fiscal 2025 compared to fiscal 2024 - Other – segment income increased $8.5 million, or 25.4% in fiscal 2025 compared to fiscal 2024 primarily due to anincrease in volume of liquid egg products sold, primarily related to the acquisition of ISE, which included a breakingfacility. - Unallocated corporate SG&A increased $32.6 million or 34.5% compared to fiscal 2024, primarily due employee relatedcosts which increased due to an increase in employee bonuses and a $15.0 million adjustment in fiscal 2025 comparedto a $5.5 million adjustment to increase the fair value of contingent consideration associated with the Fassio acquisitionand increased professional fees mainly associated with $6.6 million transaction costs recorded in the fourth quarter offiscal 2025 for Echo Lake Foods acquisition. These were partially offset by a $19.6 million reduction in litigation losscontingency accrual. - In fiscal 2025, loss on involuntary conversion was $156 thousand compared toa$23.5 million gain on involuntaryconversion in fiscal 2024. The de crease of $23.7 million was primarily due to recoveries in fiscal 2024 under indemnityand insurance programs that exceeded the amortized book value of the covered assets and our direct costs, primarilyrelated to the HPAI outbreak at our Kansas and Texas facilities that occurred in fiscal 2024 .
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35 LIQUIDITY AND CAPITAL RESOURCES We aim to maintain a strong balance sheet and liquidity, particularly given the cyclical nature of our business. We believe a strongbalance sheet supports our growth opportunities and stockholder returns. Our priorities for the use of cash in recent periods haveincluded the payment of dividends pursuant to our variable dividend policy, inorganic growth through acquisition s of businesses,organic growth including construction and conversion of cage-free facilities and investment in value -added products , andmaintenance capital expenditures. Working Capital and Current Ratio Our working capital at May 30, 2026 was $1.4 billion, compared to $1.7 billion at May 31, 2025. The calculation of workingcapital is defined as current assets less current liabilities. Our current ratio was 7.7 at May 30, 2026 compared to 6.4 at May 31,2025. The current ratio is calculated by dividing current assets by current liabilities. The increase in our current ratio is primarilydue to the decrease in total current liabilities, specifically dividends payable , which decreased by $114.1 million compared toMay 31, 2025 . Due to seasonal factors described inPart I. Item I. Business – Seasonality, we generally expect our need forworking capital to be highest in the fourth and first fiscal quarters ending in May/ June and August/September, respectively. Cash Flows from Operating Activities Net cash provided by operating activities was $479.8 million for fiscal 2026, compared to $1.2 billion for fiscal 2025. Thedecrease in cash flow from operating activities resulted primarily from lower net average egg sales prices per dozen, particularlyfor conventional shell eggs, partially offset by the increase in volume and higher price of outside egg purchases in the prior fiscalyear . Cash Flows Used in Investing Activities For fiscal 2026, $503.8 million was used in investing activities, primarily due to the acquisition of assets of Echo Lake, Creighton,and other businesses as well as sales and maturities of investment securities compared to $575.5 million used in investingactivities in fiscal 2025, primarily due to purchases of investment securities, purchases of property, plant and equipment and theacquisition of assets of ISE . Purchases of investment securities were $648.9 million in fiscal 2026 compared to $1.2 billion infiscal 2025. Sales and maturities of investment securities were $745.2 million in fiscal 2026, compared to $907.6 million forfiscal 2025. Cash paid for business acquisitions was $427.8 million in fiscal 2026, primarily related to the Echo Lake andCreighton acquisition s, and $116.2 million in fiscal 2025, related to the ISE acquisition. Purchases of property, plant andequipment were $151.2 million and $161.3 million in fiscal 2026 and 2025, respectively, primarily reflecting progress on ourconstruction projects. Cash Flows Used in Financing Activities We paid dividends totaling $231.6 million and $330.3 million in fiscal 2026 and 2025, respectively. We repurchased $131.1million in shares of Common Stock in fiscal 2026, compared to $54.0 million in fiscal 2025, primarily under our share repurchaseprogram. See “Share Repurchase Program,” below. Increase (decrease) in Cash and Cash Equivalents As of May 30, 2026, cash and cash equivalents decreased $386.9 million since May 31, 2025, compared toa$262.5 millionincrease during fiscal 2025. The decrease is primarily due to the acquisitions of Echo Lake Foods, Creighton Brothers, LLC,Clean Egg, LLC, and Van’s Foods, totaling $452.6 million. Refer to Part II. Item 8. Notes to the Financial Statements,Note 2 –Acquisitions for further information regarding our recent acquisitions. Credit Facility On November 15, 2021, we entered into an Amended and Restated Credit Agreement (as amended, the “Credit Agreement”),expiring November 21, 2026. The Credit Agreement provides for a senior secured revolving credit facility (the “Credit Facility”),up to $250 million. As of May 30, 2026, no amounts were borrowed under the Credit Facility. As of May 30, 2026, we had $5.9million in outstanding standby letters of credit, which were issued under our Credit Facility for the benefit of certain insurancecompanies. Refer to Part II. Item 8. Notes to the Financial Statements,Note 10 – Credit Facility for further information regardingour long-term debt.
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36 Share Repurchase Program In February 2025, the Company’s Board of Directors (“Board”) approved a $500 million share repurchase program. The sharerepurchase program authorizes the Company, in management’s discretion, to repurchase shares of our common stock from timeto time for an aggregate purchase price up to $500 million (exclusive of any fees, taxes, commissions or other expenses relatedto such repurchases), subject to market conditions and other factors. The actual timing, number and value of shares repurchasedunder the program will be determined by management in its discretion and will depend on a number of factors, including, but notlimited to, the market price of our common stock and general market and economic conditions. The Company repurchased1,571,950 and 551,876 shares during fiscal 2026 and 2025, respectively, under the program. As of the end of fiscal 2026, we hadremaining authorization to purchase up to $320.7 million under the repurchase program. The Company expects to strategically and opportunistically repurchase shares from time to time through solicited or unsolicitedtransactions in the open market, in privately negotiated transactions or by other means in accordance with securities laws. TheCompany expects that share repurchases under the program will be funded from existing cash balances and future free cash flow.The share repurchase program does not obligate the Company to repurchase any specific amount of shares, does not have anexpirati on date, and may be suspended, modified or discontinued at any time without prior notice. SeePart II. Item 5. IssuerPurchases of Equity Securities and Part II. Item 8. Notes to the Financial Statements,Note 11 – Equity for further information . Dividends In accordance with our variable dividend policy, we will not pay a cash dividend to holders of our Common Stock with respectto our fourth quarter of fiscal 2026. The Company will not pay a dividend for a subsequent profitable quarter until the Companyis profitable on a cumulative basis computed from the date of the last quarter in which a dividend was paid. At the end of thefourth quarter of fiscal 2026, the amount of cumulative losses to be recovered before payment of a dividend was $35.9 million. Material Cash Requirements Material cash requirements for operating activities primarily consist of feed ingredients, processing, packaging and warehousecosts, employee related costs, maintenance capital expenditures and other general operating expenses. Our material cashrequirements for growth capital expenditures consist primarily of our construction projects to increase our production capacity ofprepared foods and cage -free shell egg production. We believe our current cash balances, investments, projected cash flows fromoperations, and available borrowings under our Credit Facility will be sufficient to fund our cash needs for at least the next 12months and to fund our capital commitments currently in place thereafter. Future acquisitions of businesses may require additionalfinancing. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS For information on changes in accounting principles and new accounting principles, see “New Accounting Pronouncements andPolicies” in Part II. Item 8. Notes to Consolidated Financial Statements,Note 1 - Summary of Significant Accounting Policies. CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenuesand expenses during the reporting period. Actual results could differ materially from these estimates. Critical accounting estimatesare those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or arereasonably likely to have a material impact on the financial condition or results of operations. Our critical accounting estimatesare described below. Business Combinations The Company applies the acquisition method of accounting, which requires that once control is obtained, all the assets acquiredand liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values atthe date of acquisition. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded asgoodwill. We use various models and methods to determine the fair values of identifiable assets and liabilities, such as top-down andbottom-up approach for inventory, cost method and market approach for property, relief-from-royalty and multi-period excess
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37 earnings to value intangibles. Significant estimates in valuing certain intangible assets include, but are not limited to, the amountand timing of future cash flows, growth rates, discount rates and useful lives. The fair values of identifiable assets and liabilities are generally determined internally and requires estimates and the use ofvarious valuation techniques. When a market value is not readily available, our internal valuation methodology considers theremaining estimated life of the assets acquired and significant judgment is required as management determines the fair marketvalue for those assets. Due to inherent industry uncertainties including volatile egg prices and feed costs, unanticipated market changes, events, orcircumstances may occur that could affect the estimates and assumptions used, which could result in subsequent impairments. Inventories Inventories of eggs, feed, supplies and flocks are valued principally at the lower of cost or net realizable value. If market pricesfor eggs and feed grains move substantially lower, we record adjustments to write down the carrying values of eggs and feedinventories to fair market value. The cost associated with flock inventories, consisting principally of chick purchases or hatchingcosts, feed, labor, contractor payments and overhead costs, are accumulated during the hatching and growing periods ofapproximately 22 weeks. Capitalized flock costs are then amortized over the flock’s productive life, generally one to twoyears. Judgment exists in determining the flock’s productive life including factors such as laying rate and egg size, molt cycles,and customer demand . Furthermore, other factors such as hen type or weather conditions could affect the productive life. Thesefactors could make our estimates of productive life differ materially from actual results. Flock mortality is charged to cost of salesas incurred. High mortality from disease or extreme temperatures will result in abnormal write-downs to flockinventories. Management continually monitors each flock and attempts to take appropriate actions to minimize the risk ofmortality loss. Goodwill As a result of acquiring businesses, the Company had $97.1 million of goodwill as of May 30, 2026, representing 3.1% of totalassets and 3.7% of stockholders’ equity. Goodwill is evaluated for impairment annually (or more frequently if impairmentindicators arise) by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary . Afterassessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unitis less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment.During our annual impairment test, which was the first day of the fourth quarter, we determined that goodwill passed thequalitative assessment and therefore no quantitative analysis of goodwill impairment was necessary in fiscal 2026. As part of the change to our reportable operating segments in fiscal 2026, the goodwill of the Company’s historical reportingunits were reallocated to the new reporting units on a relative fair value basis as of the date of the reorganization. The Company’sdetermination of fair value involved the use of estimates and assumptions. Following the allocation of goodwill, the Companyperformed a quantitative impairment test, for which the Company determined the estimated fair value of each reporting unitexceeded its carrying value and therefore no impairment was identified. When the Company acquires a new location, adetermination is made on how to allocate goodwill among the reporting units. SeeNote 8 - Goodwill and Other Intangible Assetsfor updated disclosures regarding the allocation of goodwill. Judgment exists in management’s evaluation of the qualitative factors which include macroeconomic conditions, the current eggindustry environment, cost inputs such as feed ingredients and overall financial performance. Furthermore, judgment exists in theevaluation of the threshold of whether it is more likely than not that the fair value of a reporting unit is less than its carryingamount. Uncertainty exists due to uncontrollable events that could occur that could negatively affect our operating conditions. Revenue Recognition Revenue recognition is completed upon satisfaction of the performance obligation which generally occurs upon shipment ordelivery to a customer based on terms of the sale. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for delivery of theproducts. The Company periodically offers sales incentives or other programs such as rebates, discounts, coupons, volume -basedincentives, guaranteed sales and other programs. The Company records an estimated allowance for costs associated with theseprograms, which is recorded as a reduction in revenue at the time of sale using historical trends and projected redemption ratesof each program. The Company regularly reviews these estimates and any difference between the estimated costs and actualrealization of these programs would be recognized in the subsequent period.
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38 As the estimates noted above are based on historical information, we do not believe that there will be a material change in theestimates and assumptions used to recognize revenue. However, if actual results varied significantly from our estimates, it couldexpose us to material gains or losses. Loss Contingencies The Company evaluates whether a loss contingency exists, and if the assessment of a contingency indicates it is probable thatamaterial loss has been incurred and the amount of the loss can be reasonably estimated, the estimated loss would be accrued inthe Company’s financial statements. The Company expenses the costs of litigation as they are incurred. The Company accrued $4.0 million in litigation loss contingency in fiscal 2026 and $19.6 million in fiscal 2024. There were noloss contingency accruals for fiscal 2025. Our evaluation of whether loss contingencies exist primarily relates to litigation matters.The outcome of litigation is uncertain due to, among other things, uncertainties regarding the facts that will be established duringthe proceedings, uncertainties regarding how the law will be applied to the facts established, and uncertainties regarding thecalculation of any potential damages or the costs of any potential injunctive relief. If the facts discovered or the Company’sassumptions change, future accruals for loss contingencies may be required. Results of operations may be materially affected bylosses or a loss contingency accrual resulting from adverse legal proceedings. Income Taxes We determine our effective tax rate by estimating our permanent differences resulting from differing treatment of items for taxand accounting purposes. Judgment and uncertainty exist with management’s application of tax regulations and evaluation of themore-likely-than -not recognition and measurement thresholds. We are periodically audited by taxing authorities. An adverse taxsettlement could have a negative impact on our effective tax rate and our results of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS COMMODITY PRICE RISK Our primary exposure to market risk arises from changes in the prices of conventional shell eggs, which are subject to significantprice fluctuations that are largely beyond our control. We are focused on diversifying our egg-based platform that extends beyondconventional shell eggs and enhances our earnings profile and resilience across market cycles. Our exposure to market risk also includes changes in the prices of corn and soybean meal, which are commodities subject tosignificant price fluctuations due to market conditions that are largely beyond our control. To ensure continued availability offeed ingredients, we may enter into contracts for future purchases of corn and soybean meal, and as part of these contracts, wemay lock-in the basis portion of our grain purchases several months in advance and commit to purchase organic ingredients tohelp assure supply. Ordinarily, we do not enter long-term contracts beyond a year to purchase corn and soybean meal or hedgeagainst increases in the price of corn and soybean meal. The following table outlines the impact of price changes for corn andsoybean meal on feed costs per dozen as feed ingredient pricing varies: Change in price per bushel of corn$ (0.84)$ (0.56)$ (0.28)$ 0.00$ 0.28$ 0.56$ 0.84 Change in priceper tonsoybeanmeal $(76.50)0.42 0.43 0.44 0.45 0.46 0.47 0.48$(51.00)0.43 0.44 0.45 0.46 0.47 0.48 0.49$(25.50)0.44 0.45 0.46 0.47 0.48 0.49 0.50 $ 0.00 0.45 0.46 0.47 0.48(a) 0.49 0.50 0.51$25.50 0.46 0.47 0.48 0.49 0.50 0.51 0.52$51.00 0.47 0.48 0.49 0.50 0.51 0.52 0.53$76.50 0.48 0.49 0.50 0.51 0.52 0.53 0.54 (a)Based on 2026 actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production costs.
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39 INTEREST RATE RISK We havea $250 million Credit Facility, borrowings under which would bear interest at variable rates. No amounts wereoutstanding under the Credit Facility during fiscal 2026 or fiscal 2025. Under our current policies, we do not use interest ratederivative instruments to manage our exposure to interest rate changes. FIXED INCOME SECURITIES RISK At May 30, 2026 , the effective maturity of our cash equivalents and investment securities available for sale was 11.3 months, andthe composite credit rating of the holdings are A+ / A1 / A+ (S&P / Moody’s / Fitch). Generally speaking, rising interest ratesdecrease the value of fixed income securities portfolios. As of May 30, 2026, the estimated fair value of our fixed incomesecurities portfolio was approximately $816.8 million and reflected net unrealized losses of approximately $953 thousand. Foradditional information seeNote 1 – Summary of Significant Accounting Policies under the heading “Investment SecuritiesAvailable -for-Sale” andNote 3 – Investment Securities Available -for-Sale in Part II. Item 8. Notes to the Consolidated FinancialStatements. CONCENTRATION OF CREDIT RISK Our financial instruments exposed to concentrations of credit risk consist primarily of trade receivables. Concentrations of creditrisk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas,except that at May 30, 2026 and May 31, 2025 , 26.2% and 28.1%, respectively, of our net accounts receivable balance was duefrom Walmart Inc. (including Sam’s Club). No other single customer or customer group represented 10% or greater of netaccounts receivable at May 30, 2026 and May 31, 2025.
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40 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm Board of Directors and StockholdersCal -Maine Foods, Inc. and SubsidiariesRidgeland, Mississippi Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Cal -Maine Foods, Inc. and Subsidiaries as of May 30, 2026and May 31, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flowsfor each of the three years in the period ended May 30, 2026, and the related consolidated notes and schedule listed in the Indexat Items 15(a)(1) and 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidatedfinancial statements present fairly, in all material respects, the financial position of Cal -Maine Foods, Inc. and Subsidiaries as ofMay 30, 2026 and May 31, 2025, and the results of their operations and their cash flows for each of the three years in the periodended May 30, 2026, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”), the Cal -Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 30, 2026, based onthe criteria established in2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission and our report dated July 22, 2026 expressed an unqualified opinion. Basis for Opinion These consolidated financial statements are the responsibility of the entities’ management. Our responsibility is to express anopinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with thePCAOB and are required to be independent with respect to Cal -Maine Foods, Inc. and Subsidiaries in accordance with the U.S.federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of theconsolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Suchprocedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonablebasis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financialstatements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts ordisclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, orcomplex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separateopinion on the critical audit matters or on the accounts or disclosures to which they relate. Contingent Liabilities – Litigation and Claims – Refer to Note 16 in the Consolidated Financial Statements Critical Audit Matter Description Cal -Maine Foods, Inc. and Subsidiaries record liabilities for legal proceedings and claims in those instances where they canreasonably estimate the amount of the loss and when the liability is probable. Where the reasonable estimate of the probable lossis a range, Cal -Maine Foods, Inc. and Subsidiaries record the most likely estimate of the loss, or the low end of the range if thereis no one best estimate. Cal -Maine Foods, Inc. and Subsidiaries either disclose the amount of a possible loss or range of loss inexcess of established accruals if estimable, or states that such an estimate cannot be made. Cal -Maine Foods, Inc. and Subsidiaries
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41 disclose significant legal proceedings and claims even where liability is not probable or the amount of the liability is not estimable,or both, if Cal -Maine Foods, Inc. and Subsidiaries believe there is at least a reasonable possibility that a loss may be incurred. We identified litigation and claims as a critical audit matter because of the challenges auditing management’s judgments appliedin determining the likelihood of loss related to the resolution of such claims. Specifically, auditing management’s determinationof whether any contingent loss arising from the related litigation and claims is probable, reasonably possible, or remote, and therelated disclosures, is subjective and requires significant judgment due to the sensitivity of the issue. How the Critical Audit Matter was addressed during the Audit Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overallopinion on the consolidated financial statements. These procedures included testing the effectiveness of the controls relating tothe Cal -Maine Foods, Inc. and Subsidiaries’ evaluation of the liability related to legal proceedings and claims, including controlsover determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well as financialstat ement disclosures over the legal proceedings and claims. These procedures also included obtaining and evaluating the lettersof audit inquiry with external legal counsel, evaluating the reasonableness of Cal -Maine Foods, Inc. and Subsidiaries’ assessmentregarding whether an unfavorable outcome is reasonably possible or probable, and reasonably estimable, evaluating thesufficiency of Cal -Maine Foods, Inc. and Subsidiaries’ disclosures related to legal proceedings and claims and evaluating thecompleteness and accuracy of Cal -Maine Foods, Inc. and Subsidiaries’ legal contingencies. Acquisition of Echo Lake Foods, LLC – Estimated for Valuation of Acquired Intangible Assets – Refer to Note 2 in theConsolidated Financial Statements Critical Audit Matter Description Cal -Maine Foods, Inc. and Subsidiaries completed the acquisitions of Echo Lake Foods, LLC and certain related companies,effective June 2, 2025 for a total net consideration of approximately $275 million. Cal -Maine Foods, Inc. and Subsidiariesaccounted for the acquisitions of Echo Lake Foods, LLC and certain related companies as a business combination, andaccordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their respective estimated fairvalues as of the date of the acquisition. Identifiable intangible assets acquired included customer relationships, trade names,brand names, contracts and non-compete agreements. The excess of the purchase consideration over the fair value of identifiableassets acquired and liabilities assumed was recorded as goodwill. The valuation of acquired intangible assets requires significantmanagement judgment due to the use of valuation models that incorporate unobservable inputs. In particular, the fair valueestimates are sensitive to assumptions such as projected revenue, growth rates, customer attrition, discount rates, and contributoryasset charges, which require significant estimation. We identified the valuation of acquired intangible assets as a critical audit matter because of the significant auditor judgmentrequired to evaluate the reasonableness of management’s assumptions and the complexity involved in assessing the valuationmeth odologies utilized. How the Critical Audit Matter was addressed during the Audit Our audit procedures related to the valuation of acquired intangible assets included the following, among others: ● Testing controls over Cal -Maine Foods, Inc. and Subsidiaries acquisition accounting process, including controls overthe development and review of key assumptions used in the valuation of intangible assets● Evaluating the valuation methodologies used by management and its third-party valuation specialists, includingassessing whether the methods were appropriate and consistent with applicable valuation guidance.● Assessing key assumptions used in the valuation models, including:o Projected revenue growth rateso Customer attrition rateso Discount rateso Contributory asset charges, by comparing them to historical performance, market data, and industrybenchmarks● Involving a fair value specialist to assist in evaluating the methodologies and significant assumptions used in thevaluation models.● Evaluating the mathematical accuracy of the valuation models and recalculating selected fair values.● Assessing the competence, capabilities, and objectivity of management’s third-party valuation specialists.
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42 /s/ Frost, PLLC We have served as the Company’s auditor since 2007. Little Rock, ArkansasJuly 22, 2026
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43 Cal-Maine Foods, Inc. and SubsidiariesConsolidated Balance Sheets(in thousands, except for par value amounts) May 30, 2026May 31, 2025AssetsCurrent assets:Cash and cash equivalents $ 107,217$ 499,392Investment securities available -for-sale 816,840 892,708Receivables:Trade receivables, net 136,249 244,079Income tax receivable 107,867 13,057Other 20,315 15,225Total receivables, net 264,431 272,361Inventories, net 375,265 295,670Prepaid expenses and other current assets 17,789 7,979Total current assets 1,581,5421,968,110Property, plant & equipment, net 1,318,3351,026,684Goodwill 97,059 46,776Intangible assets, net 73,130 15,157Other assets 37,504 27,892Total assets $ 3,107,570$ 3,084,619 Liabilities and stockholders’ equityCurrent liabilities:Trade accounts payable $ 96,106$ 101,033Dividends payable — 114,163Accrued wages and benefits 48,371 60,263Accrued expenses and other current liabilities 61,039 32,912Total current liabilities 205,516 308,371Other liabilities 39,650 55,582Deferred income taxes 221,872 154,651Total liabilities 467,038 518,604Commitments and contingencies - seeNote 16 — —Stockholders’ equity:Common stock ($0.01 par value):Common stock – authorized120,000 shares, issued75,061 shares in 2026 and 2025 751 751Paid-in capital 86,106 80,845Retained earnings 2,765,1082,565,928Accumulated other comprehensive loss, net of tax (1,466) (1,007)Common stock in treasury, at cost –28,080 and26,567 shares in 2026 and 2025, respectively(217,767) (85,893)Total Cal -Maine Foods, Inc. stockholders’ equity 2,632,7322,560,624Noncontrolling interest in consolidated equity 7,800 5,391Total stockholders’ equity 2,640,5322,566,015Total liabilities and stockholders’ equity $ 3,107,570$ 3,084,619 See Notes to Consolidated Financial Statements.
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44 Cal-Maine Foods, Inc. and SubsidiariesConsolidated Statements of Income(in thousands, except per share amounts) Fiscal years endedMay 30, 2026May 31, 2025June 1, 202452 weeks 52 weeks 52 weeksNet sales $ 2,911,632$ 4,261,885$ 2,326,443Cost of sales 2,239,583 2,411,000 1,784,872Gross profit 672,049 1,850,885 541,571Selling, general and administrative 329,291 314,449 252,625(Gain) loss on involuntary conversions (8,819) 156 (23,532)(Gain) loss on disposal of fixed assets 1,391 (259) 26Operating income 350,186 1,536,539 312,452 Other income (expense):Interest income, net 46,175 48,059 31,726Patronage dividends 11,670 11,197 11,331Other, net 2,973 7,347 4,462Total other income 60,818 66,603 47,519Income before income taxes 411,004 1,603,142 359,971Income tax expense 92,892 384,910 83,689Net income 318,112 1,218,232 276,282Less: Income (loss) attributable to noncontrolling interest 1,430 (1,816) (1,606)Net income attributable to Cal -Maine Foods, Inc. $ 316,682$ 1,220,048$ 277,888 Net income per share attributable to Cal -Maine Foods, Inc.:Basic $ 6.65$ 25.04$ 5.70 Diluted $ 6.63$ 24.95$ 5.69 Weighted average shares outstanding:Basic 47,650 48,719 48,717 Diluted 47,781 48,891 48,873 See Notes to Consolidated Financial Statements.
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45 Cal-Maine Foods, Inc. and SubsidiariesConsolidated Statements ofComprehensive Income (in thousands) Fiscal years ended May 30, 2026May 31, 2025June 1, 2024 Net income $ 318,112 $ 1,218,232$ 276,282 Other comprehensive income (loss), before tax:Unrealized holding gain (loss) available -for-sale securities, net ofreclassification adjustments (693) 928 1,271Decrease in accumulated post-retirement benefits obligation, net ofreclassification adjustments 70 54 167 Other comprehensive income (loss), before tax (623) 982 1,438 Income tax expense (benefit) related to items of other comprehensive income(loss) (164) 216 325 Other comprehensive income (loss), net of tax (459) 766 1,113 Comprehensive income 317,6531,218,998277,395Less: comprehensive income (loss) attributable to the noncontrolling interest1,430 (1,816) (1,606) Comprehensive income attributable to Cal -Maine Foods, Inc. $ 316,223$ 1,220,814$ 279,001 See Notes to Consolidated Financial Statements.
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46 Cal-Maine Foods, Inc. and SubsidiariesConsolidated Statements of Stockholders’ Equity(in thousands) Accum.OtherCommon Stock Comp. Shares Amount Class AShares Class AAmount TreasuryShares TreasuryAmount Paid InCapital RetainedEarnings Income(loss) NoncontrollingInterest TotalBalance at June 3, 2023 70,261$ 703 4,800 $ 48 26,077$ (30,008)$72,112$1,571,112 $ (2,886)$ (1,498)$1,609,583Stock compensation plan transactions — — — — (55) (1,589) 4,259 — — — 2,670Dividends ($1.889 per share)Common — — — — — — — (83,565) — — (83,565)Class A common — — — — — — — (9,040) — — (9,040)Net income (loss) — — — — — — — 277,888 — (1,606) 276,282Other comprehensive income, net of tax — — — — — — — — 1,113 — 1,113Balance at June 1, 2024 70,261 703 4,800— 48 26,022 (31,597) 76,371 1,756,395 (1,773) (3,104) 1,797,043Stock compensation plan transactions — — — — (7) (3,900) 4,474 — — — 574Conversion of Class A Shares 4,800 48 (4,800) (48) — — — — — — —Repurchase of Shares — — — — 552 (50,396) — — — — (50,396)Contributions to Crepini Foods LLC — — — — — — — — — 6,485 6,485Acquisition of noncontrolling interest inMeadowCreek Foods LLC — — — — — — — (3,826) — 3,826 —Dividends ($8.319 per share)Common — — — — — — — (378,062) — — (378,062)Class A common — — — — — — — (28,627) — — (28,627)Net income (loss) — — — — — — — 1,220,048 — (1,816) 1,218,232Other comprehensive income, net of tax — — — — — — — — 766 — 766Balance at May 31, 2025 75,061 751 — — 26,567 (85,893) 80,845 2,565,928 (1,007) 5,391 2,566,015Stock compensation plan transactions — — — — (59) (1,354) 5,261 — — — 3,907Repurchase of Shares — — — — 1,572 (130,520) — — — — (130,520)Dividends ($2.458 per share)Common — — — — — — — (117,502) — — (117,502)Contributions — — — — — — — — — 979 979Net income — — — — — — — 316,682 — 1,430 318,112Other comprehensive loss, net of tax — — — — — — — — (459) — (459)Balance at May 30, 2026 75,061$ 751 —$ — 28,080$(217,767)$86,106$2,765,108 $ (1,466)$ 7,800$2,640,532 See Notes to Consolidated Financial Statements.
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47 Cal-Maine Foods, Inc. and SubsidiariesConsolidated Statements of Cash Flows(in thousands) Fiscal year endedMay 30, 2026May 31, 2025June 1, 2024Cash flows from operating activities:Net income $ 318,112 $ 1,218,232$ 276,282Adjustments to reconcile net income to net cash provided by operatingactivities:Depreciation and amortization 124,342 94,021 80,241Deferred income taxes 67,363 11,570 (9,672)Stock compensation expense 5,757 4,527 4,358Loss on change in fair value contingent consideration — 15,000 5,500Other operating activities, net (4,425) (15,426) (6,908)Change in operating assets and liabilities, net of effects from acquisitions:(Increase) decrease in trade receivables 139,753 (104,997) (27,570)(Increase) decrease in inventories (34,978) (12,224) 28,800Increase (decrease) in accounts payable and current accrued expenses (8,338) 65,311 9,353Net change in income taxes receivable and payable (94,810) (45,946) 91,567Net changes in other operating assets and liabilities (33,023) (5,334) (553)Net cash provided by operating activities 479,7531,224,734451,398Cash flows from used in investing activities:Purchases of investments (648,915) (1,213,593) (573,565)Sales of investments 745,240 907,640 358,932Acquisition of businesses, net of cash acquired (427,794) (116,193) (53,746)Acquisition of Van's (24,776) — —Investment in unconsolidated entities — — (363)Distributions from unconsolidated entities 3,253 4,050 3,000Purchases of property, plant and equipment (151,220) (161,255) (147,116)Net proceeds from disposal of property, plant and equipment 328 3,882 272Net cash used in investing activities (503,884) (575,469) (412,586)Cash flows used in financing activities:Principal payments on long-term debt — (2,481) —Principal payments on finance lease — — (214)Purchase of common stock by treasury (131,124) (53,953) (1,688)Payments of dividends (231,622) (330,290) (91,856)Net cash used in financing activities (362,746) (386,724) (93,758)Increase (decrease) in cash, cash equivalents and restricted cash (386,877) 262,541 (54,946)Cash, cash equivalents and restricted cash at beginning of year 500,419 237,878 292,824Cash, cash equivalents and restricted cash at end of year $ 113,542$ 500,419$ 237,878 See Notes to Consolidated Financial Statements.
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48 Cal-Maine Foods, Inc. and SubsidiariesNotes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies Nature of Operations Cal -Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is the largest egg company in the United States (“U.S.”) and aleading player in the egg-based food industry. The Company’s shell egg portfolio spans the full egg value ladder —fromconventional to specialty, including cage-free, nutritionally enhanced, organic, brown, pasture -raised, and free-range eggs—serving both retail and foodservice customers nationwide. Cal -Maine Foods also participates in the growing prepared foods sector,with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles,and specialty wraps. Our branded portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®,Van’s®, MeadowCreek Foods®, and Crepini®. We sell most of our products throughout much of the U.S. and aim to maintainefficient, state -of-the-art operations located close to our customers. We were founded in 1957 and are headquartered in Ridgeland,Mississippi. Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries and of majority -owned subsidiariesover which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation. Fiscal Year The Company’s fiscal year -end is on the Saturday closest to May 31. The fiscal years ending on May 30, 2026, May 31, 2025,June 1, 2024 each included52 weeks. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”)in the United States of America requires management to make estimates and assumptions that affect the amounts reported in theconsolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cashequivalents. We maintain bank accounts that are insured by the Federal Deposit Insurance Corporation up to $250,000. TheCompany routinely maintains cash balances with certain financial institutions in excess of federally insured amounts. TheCompany has not experienced any loss in such accounts. The Company manages this risk through maintaining cash deposits andother highly liquid investments in high quality financial institutions. Investment Securities Available-for-Sale The Company has determined that its debt securities are available -for-sale investments and are classified as current because theamounts invested are available for current operations. Available -for-sale securities are carried at fair value, based on quotedmarket prices as of the balance sheet date, with unrealized gains and losses recorded in other comprehensive income. Theamortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and is recordedin interest income. The Company regularly evaluates changes to the rating of its debt securities by credit agencies and economicconditions to assess and record any expected credit losses through allowance for credit losses, limited to the amount that fairvalue was less than the amortized cost basis. There wasno allowance for credit losses at May 30, 2026 and May 31, 2025. The cost basis for realized gains and losses on available -for-sale securities is determined by the specific identification method.Gains and losses are recognized in other income (expense) as “Other, net” in the Company’s Consolidated Statements of Income.Interest and dividends on securities classified as available -for-sale are recorded in “Interest income , net” in the Company’sConsolidated Statements of Income.
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49 Trade Receivables Trade receivables are stated at their carrying values, which include a reserve for credit losses. At May 30, 2026 and May 31,2025, reserves for credit losses were $719 thousand and $745 thousand, respectively. The Company extends credit to customersbased on an evaluation of each customer ’s financial condition and credit history. Collateral is generally not required. TheCompany minimizes exposure to counter party credit risk through credit analysis and approvals, credit limits, and monitoringprocedures. In determining our reserve for credit losses, receivables are assigned an expected loss based on historical lossinformation adjusted as needed for economic and other forward-looking factors. At May 30, 2026 and May 31, 2025,onecustomer accounted for approximately26.2% and28.1% of the Company’s trade accounts receivable, respectively. Inventories Inventories of flocks, feed, supplies, raw materials and finished goods are valued principally at the lower of cost or net realizablevalue. The cost of inventories is determined by either the first-in, first-out method or the weighted-average method. The cost associated with flocks, consisting principally of chicks, feed, labor, contractor payments and overhead costs, areaccumulated during a growing period of approximately22 weeks. Flock costs are amortized to cost of sales over the productivelives of the flocks, generallyone totwo years. As the amortization period of the flocks is relatively short, disclosure of the grosscost and accumulated amortization is omitted. Flock mortality is charged to cost of sales as incurred. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is provided by the straight-line method over the estimated usefullives, which are15 to25 years for buildings and improvements and3 to12 years for machinery and equipment. Expendituresthat significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance are expensed asincurred. When property, plant, and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and relatedaccumulated depreciation are removed from the accounts and any gain or loss is included in operations. When certain events orchanges in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on therecoverability of the carrying amounts. Investments in Unconsolidated Entities The equity method of accounting is used when the Company can exert significant influence over an entity, but does not controlits financial and operating decisions. Under the equity method, original investments are recorded at cost and adjusted by theCompany’s share of undistributed earnings or losses of these entities. Equity investments without readily determinable fair values,when the Company does not have the ability to exercise significant influence over the investee, are recorded at cost, lessimpairment, plus or minus observable price changes. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill isevaluated for impairment at least annually or more frequently if impairment indicators arise by first performing a qualitativeassessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances,if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we performadditional quantitative tests to determine the magnitude of any impairment. Intangible Assets Intangible assets are initially recorded at fair value in business acquisitions, which include franchise rights, customer relationships,non-compete agreements, trademarks and right of use intangibles. They are amortized over their estimated useful lives of5 to15years. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fullyamortized and the asset is no longer in use or the contract has expired. When certain events or changes in operating conditionsoccur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Indefinite life assets are recorded at fair value in business acquisitions and represent brand names and water rights. They are notamortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise.
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50 Insurance Liabilities and Restricted Cash The Company uses a combination of insurance and self-insurance programs, including a wholly-owned captive insurancesubsidiary (the “Captive”) to provide coverage for the potential liabilities for workers’ compensation, auto liability and generalliability risks. Liabilities associated with these risks that are retained by the Company are not discounted and are estimated, inpart, by considering historical claims experience, severity factors and other actuarial assumptions. These liabilities are recordedwithin “Accrued expenses and other current liabilities” in the Company’s Consolidated Balance Sheets and were $11.4 millionand $8.0 million at May 30, 2026 and May 31, 2025, respectively. The Captive maintains certain levels of cash and cash equivalents which are restricted in use to secure the insurer’s obligationsfor workers’ compensation, auto liability and general liability programs. Restricted cash was $6.3 million and $1.0 million as ofMay 30, 2026 and May 31, 2025, respectively, and is recorded within “Prepaid expenses and other current assets ” in theCompany’s Consolidated Balance Sheets. The Company also maintains medical plans covering substantially all full-time employees. Under the plan, the Company self-insures its portion of medical claims and uses stop-loss insurance to limit its portion of medical claims to $275,000 per occurrence.Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends,demographic factors, severity factors and other actuarial assumptions. The Company’s expenses including accruals for incurredbut not reported claims were approximately $26.6 million, $22.8 million, and $23.0 million in fiscal years 2026, 2025, and 2024,respectively. The liability recorded for incurred but not reported claims was $4.3 million and $3.0 million as of May 30, 2026,and May 31, 2025, respectively and are classified within “Accrued expenses and other current liabilities” in the Company’sConsolidated Balance Sheets. Dividends Payable Dividends are accrued at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors(“Board”) . The Company pays a dividend to stockholders of its Common Stock on a quarterly basis for each quarter for whichthe Company reports net income attributable to Cal-Maine Foods, Inc. , computed in accordance with GAAP, in an amount equaltoone-third (1/3) of such quarterly net income. Dividends are paid to stockholders of record as of the 60th day following the lastday of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to stockholders ofrecord on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date. Following a quarterfor which the Company does not report net income attributable to Cal -Maine Foods, Inc., the Company will not pay a dividendfor a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the mostrecent quarter for which a dividend was paid. The dividend policy is subject to periodic review by the Board. In accordance withour variable dividend policy, we will not pay a cash dividend to holders of our Common Stock with respect to our fourth quarterof fiscal 2026. Revenue Recognition The Company recognizes revenue through sale of its products to customers through retail, foodservice and other distributionchannels. The majority of the Company’s revenue is derived from agreements or contracts with customers based upon thecustomer ordering its products with a single performance obligation of delivering the product. The Company believes theperformance obligation is met upon delivery and acceptance of the product by our customers, which generally occurs uponshipment or delivery to a customer based on terms of the sale. Costs paid to third party brokers to obtain agreements are expensedas the Company’s agreements are generally less than one year. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for delivery of theproducts. The Company periodically offers sales incentives or other programs such as rebates, discounts, coupons, volume -basedincentives, guaranteed sales and other programs. The Company records an estimated allowance for costs associated with theseprograms, which is recorded as a reduction in revenue at the time of sale using historical trends and projected redemption ratesof each program. The Company regularly reviews these estimates and any difference between the estimated costs and actualrealization of these programs would be recognized the subsequent period. Shipping and Distribution Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanyingConsolidated Statements of Income and totaled $108.0 million, $93.5 million, and $72.7 million in fiscal years 2026, 2025, and2024, respectively.
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51 Income Taxes Income taxes are accounted for using the liability method. Deferred income taxes reflect the net tax effects of temporarydifferences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used forincome tax purposes. The Company’s policy with respect to evaluating uncertain tax positions is based upon whether managementbelieves it is more likely than not the uncertain tax positions will be sustained upon review by the taxing authorities. The taxpositions must meet the more-likely-than -not recognition threshold with consideration given to the amounts and probabilities ofthe outcomes that could be realized upon settlement using the facts, circumstances and information at the reporting date. TheCompany will reflect only the portion of the tax benefit that will be sustained upon resolution of the position and applicableinterest on the portion of the tax benefit not recognized. The Company initially and subsequently measures the largest amount oftax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of allrelevant information. The Company records interest and penalties on uncertain tax positions as a component of income taxexpense. Based upon management’s assessment, there are no uncertain tax positions expected to have a material impact on theCompany’s consolidated financial statements. Business Combinations The Company applies the acquisition method of accounting, which requires that once control is obtained, all the assets acquiredand liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values atthe date of acquisition. The excess of the purchase price over fair values of identifiable assets and liabilities is recorded asgoodwill. We use various models and methods to determine the fair values of identifiable assets and liabilities, such as top-down andbottom-up approach for inventory, cost method and market approach for property, relief-from-royalty and multi-period excessearnings to value intangibles. Significant estimates in valuing certain intangible assets include, but are not limited to, the amountand timing of future cash flows, growth rates, discount rates and useful lives. Gain (Loss) on Involuntary Conversions The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such asfires, hurricanes, tornadoes and other acts of God, and is eligible to participate in U.S. Department of Agriculture (“USDA”)indemnity and compensation programs for certain losses due to disease outbreaks such as highly pathogenic avian influenza(“HPAI”). Specifically, the Animal Health Protection Act authorizes the USDA to provide indemnity payments to producers forbirds and eggs that must be destroyed during a disease response. Payments received under these programs are based on the fairmarket value of the poultry and/or eggs at the time that HPAI virus is detected in the flock. Other covered costs include feed,depopulation and disposal costs, and virus elimination costs. The USDA does not provide indemnity for income or productionlosses suffered due to downtime or other business disruptions nor for indirect continuing expenses. Recoveries received forproperty damage, business interruption and disease outbreaks in excess of or less than the net book value of damaged assets,including poultry, clean-up and demolition costs, and other direct post-event costs are recorded within “Gain (loss) on involuntaryconversions” in the period received or committed when all contingencies associated with the recoveries are resolved. Loss Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to the Companybut which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legalcounsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing losscontingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in suchproceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as wellas the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liabilitycan be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessmentindicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated,then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material,would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in whichcase the nature of the guarantee would be disclosed. The Company expenses the costs of litigation as they are incurred.
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52 New Accounting Pronouncements and Policies In December 2023, the FASB issued ASU 2023 -09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. ThisASU requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the ratereconciliation and income taxes paid. The ASU is intended to enhance the transparency and decision usefulness of income taxdisclosures. ASU 2023 -09 is effective for fiscal periods beginning after December 15, 2024. The Company has adopted ASU2023-09 for the year ended May 30, 2026, on a prospective basis. SeeNote 14 - Income Taxes for additional disclosures. In November 2024, the FASB issued ASU 2024 -03,Income Statement—Reporting Comprehensive Income—ExpenseDisaggregation Disclosures (Subtopic 220-40). The objective of ASU 2024 -03 is to improve disclosures about a public entity’sexpenses, primarily through additional disaggregation of income statement expenses. Additionally, in January 2025, the FASBfurther clarified the effective date of ASU 2024 -03 with the issuance of ASU 2025 -01. ASU 2024 -03 is effective for annualperiods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15,2027. Early adoption is permitted and may be applied either on a prospective or retrospective basis. The Company is currentlyevaluating the impact of ASU 2024-03 on its consolidated financial statement disclosures. There are no other new accounting pronouncements issued or effective during the fiscal year that had or are expected to haveamaterial impact on our consolidated financial statements. Note 2 – Acquisition s Acquisition of Creighton Brothers, LLC Effective onMarch 2, 2026, the Company acquired the shell egg, egg products, and prepared foods assets of Creighton BrothersLLC and including Crystal Lake LLC (“Creighton”). The acquired assets include commercial shell egg production and gradingwith capacity of approximately3.2 million layers, including500 thousand cage-free layers, and865 thousand pullets, a feed mill,1,007 acres of land, as well as an egg products and hard-cooked egg processing facility located near Warsaw, Indiana. The following table summarizes the consideration paid for Creighton and the value of assets acquired and liabilities assumedrecognized at the acquisition date (in thousands): Cash consideration paid $ 128,784 Recognized amounts of identifiable assets acquired and liabilities assumed Inventories $ 16,504Prepaid expenses and other current assets 890Property, plant & equipment 101,883Intangible assets, net 60119,337 Accounts payable and other current liabilities (553) Total identifiable net assets 118,784 Goodwill 10,000 $ 128,784 Inventories consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carryingvalue as management believes that its carrying value best approximates its fair value. Feed ingredients, packaging and egginventory were all valued based on market prices as of March 2, 2026.
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53 Property, plant and equipment were valued utilizing the cost approach and market approach. Machinery and equipment werevalued utilizing the cost approach which is based on replacement or reproduction costs of the assets and subtracting anydepreciation resulting from physical deterioration and/or functional or economic obsolescence. Land and buildings were valuedutilizing the market approach by using a real estate valuation. Goodwill recorded in connection with the Creighton acquisition is primarily attributable to improved efficiencies from integratingthe assets of Creighton with the operations of the Company. The Company recognized goodwill of $10.0 million as a result ofthe acquisition. Acquisition of Clean Egg, LLC EffectiveOctober 10, 2025, the Company acquired certain assets of Clean Egg, LLC (“Clean Egg”) based in Langwood, Texas,for approximately $23.7 million. The assets acquired included677 thousand brown cage-free and free-range layers and pulletsand other inventory, machinery and equipment related to its contract production and egg processing business. The Companyrecognized goodwill of $10.2 million as a result of the acquisition. The Company accounted for the acquisition as a businesscombination. Acquisition of Echo Lake Foods, LLC EffectiveJune 2, 2025, the Company acquired Echo Lake Foods, LLC and certain related companies (collectively “Echo LakeFoods”). Echo Lake Foods is based in Burlington, Wisconsin and produces, packages, markets and distributes prepared foods,including pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes and waffles. The Company accounted forthe acquisition as a business combination.
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54 The Company finalized the business combination accounting during the second quarter of fiscal 2026, which resulted inimmaterial measurement period adjustments. The following table summarizes the consideration paid for Echo Lake Foods andthe value of assets acquired and liabilities assumed recognized at the acquisition date (in thousands): Cash consideration paid $ 275,406 Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 115Investment securities available -for-sale 14,147Accounts receivable 31,923Inventories 21,601Prepaid expenses and other current assets 3,131Property, plant & equipment 151,697Intangible assets 36,800259,414 Accounts payable and other current liabilities (14,114) Total identifiable net assets 245,300 Goodwill 30,106 $ 275,406 Cash and accounts receivable acquired along with liabilities assumed were valued at their carrying value which approximates fairvalue due to the short maturity of these instruments. Inventories consisted primarily of raw materials, supplies and finished goods. Raw materials and supplies were valued at theircarrying value as management believes that their carrying value best approximates their fair value. Finished goods were valuedusing both the bottom -up and top-down approach. The bottom -up approach measures the value of inventory as the value createdby the target company (i.e., the costs incurred, profit realized, and tangible and intangible assets utilized) pre-acquisition date.The top-down approach measures the value of inventory as the incremental inventory value created by the market participantbuyer as part of its selling effort to an end customer (i.e., the costs that will be incurred, the profit that will be realized, and thetangible and intangible assets that will be utilized) post-acquisition date. Property, plant and equipment were valued utilizing the cost approach and market approach. Machinery and equipment werevalued utilizing the cost approach which is based on replacement or reproduction costs of the assets and subtracting anydepreciation resulting from physical deterioration and/or functional or economic obsolescence. Land and buildings were valuedutilizing the market approach by using a real estate valuation. Intangible assets consisted primarily of customer relationships and a trade name. Customer relationships were valued using themulti-period excess earnings method and the trade name was valued using the relief-from-royalty method. Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assetsacquired. Goodwill recorded in connection with the Echo Lake Foods acquisition is primarily attributable to projected synergiesfrom integrating the operations of Echo Lake Foods with the operations of the Company. The Company recognized goodwill of$30.1 million as a result of the acquisition, all of which is deductible for tax purposes. The Company recorded transaction costs of $594 thousand in the first quarter of fiscal 2026 and $6.6 million in the fourth quarterof fiscal 2025, respectively, as a result of the Echo Lake Foods acquisition, within “Selling, general and administrative expenses”in the Company’s Consolidated Statements of Income. Acquisition of Deal-Rite Feeds, Inc. Assets EffectiveFebruary 3, 2025, the Company acquired certain assets of Deal-Rite Feeds, Inc. and certain of its affiliates (“Deal-Rite”)for approximately $4.7 million. The assets acquired includedtwo feed mills, storage facilities, usable grain, vehicles, related
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55 equipment and a retail feed sales business located in North Carolina. The acquired assets will produce and deliver feed to ournearby shell egg production facilities. The Company accounted for the acquisition as a business combination. Property, plant and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs ofthe assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence. Goodwill recorded in connection with the Deal-Rite acquisition is primarily attributable to improved efficiencies from integratingthe assets of Deal-Rite with the operations of the Company. The Company recognized goodwill of $1.0 million as a result of theacquisition. Acquisition of ISE America, Inc. Assets EffectiveJune 28, 2024, the Company acquired substantially all of the commercial shell egg production, processing and eggproducts breaking facilities of ISE America, Inc. and certain of its affiliates (“ISE”). The assets acquired included commercialshell egg production and processing facilities with a capacity at the time of acquisition of approximately4.7 million laying hens,including1.0 million cage-free, and1.2 million pullets, feed mills, approximately4,000 acres of land, inventories and an eggproducts breaking facility. The acquired assets also include an extensive customer distribution network across the Northeast andMid-Atlantic states, and production operations in Maryland, New Jersey, Delaware and South Carolina. The Company accountedfor the acquisition as a business combination. The following table summarizes the consideration paid for the ISE assets and the amounts of assets acquired and liabilitiesassumed recognized at the acquisition date (in thousands): Cash consideration paid $ 111,521 Recognized amounts of identifiable assets acquired and liabilities assumed Inventories $ 20,547 Property, plant and equipment 90,572 Intangible assets 710 111,829 Accounts payable and other current liabilities (308) Total identifiable net assets $ 111,521 Inventories consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carryingvalue as management believes that its carrying value best approximates its fair value. Feed ingredients, packaging and egginventory were all valued based on market prices as of June 28, 2024. Property, plant and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs ofthe assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence. Intangible assets consisted primarily of customer lists acquired. Customers lists were valued using the income method approac h. Other Acquisitions and Investments EffectiveMay 12, 2026, the Company acquired certain assets of Van’s Foods business of Sara Lee Frozen Bakey, LLC (“Van’s”)for approximately $24.8 million. The assets acquired included trademarks and trade names, customer networks and inventory andwill support our prepared foods segment and deliver greater value across the supply chain. The Company accounted for theacquisition as an asset acquisition. EffectiveSeptember 9, 2024, the Company completed a strategic investment with Crepini LLC, establishing a new egg productsand prepared foods venture. The new entity, located in Hopewell Junction, New York, operates as Crepini Foods LLC (“Crepini”).The Company capitalized Crepini with approximately $6.75 million in cash to purchase additional equipment and other assets
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56 and fund working capital in exchange for a51% interest in the new venture. Crepini LLC contributed its existing assets andbusiness in exchange for a49% interest in the new venture. EffectiveNovember 30, 2024, the Company acquired the remaining9.23% interest in our majority-owned subsidiary,MeadowCreek Foods LLC. Note 3 - Investment Securities Available-for-Sale The following presents the Company’s investment securities available -for-sale as of May 30, 2026 and May 31, 2025 (inthousands): May 30, 2026 Amortized Cost Unrealized Gains UnrealizedLosses Estimated FairValueMunicipal bonds $ 12,362$ 4 $ — $ 12,366Commercial paper 42,562 — 16 42,546 Corporate bonds 569,137 — 742 568,395Certificates of deposits 3,226 — 6 3,220US government and agency obligations 153,172 — 187 152,985 Treasury bills 37,334 — 6 37,328Total current investment securities $ 817,793$ 4 $ 957 $ 816,840 May 31, 2025 AmortizedCost Unrealized Gains Unrealized Losses Estimated FairValueMunicipal bonds $ 21,695$ 3 $ — $ 21,698Commercial paper 90,880 — 50 90,830Corporate bonds 431,378 130 — 431,508Certificates of deposits 5,200 — 6 5,194US government and agency obligations 240,655 — 260 240,395Treasury bills 103,119 — 36 103,083Total current investment securities $ 892,927$ 133 $ 352 $ 892,708 Actual maturities may differ from contractual maturities as some borrowers have the right to call or prepay obligations with orwithout penalties. Contractual maturities of current investment securities at May 30, 2026 are as follows (in thousands): Estimated Fair ValueWithin one year $ 474,3281-5 years 342,512Total $ 816,840 Note 4 - Fair Value Measurements The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair valuehierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated,knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that wouldbe paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settlethe liability with the creditor. ● Level 1 - Quoted prices in active markets for identical assets or liabilities ● Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, eitherdirectly or indirectly, including:o Quoted prices for similar assets or liabilities in active marketso Quoted prices for identical or similar assets in non-active marketso Inputs other than quoted prices that are observable for the asset or liabilityo Inputs derived principally from or corroborated by other observable market data
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57 ● Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and aresignificant to the fair value of the assets or liabilities The disclosure of fair value of certain financial assets and liabilities that are recorded at cost are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable The carrying amount approximates fair value due to the short maturity of these instruments. Assets and Liabilities Measured at Fair Value on a Recurring Basis In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets andliabilities that are required to be measured at fair value on a recurring basis as of May 30, 2026 and May 31, 2025 (in thousands): May 30, 2026 Level 1 Level 2 Level 3 BalanceInvestment securities available -for-saleMunicipal bonds $ — $ 12,366$ — $ 12,366Commercial paper — 42,546 — 42,546 Corporate bonds — 568,395 — 568,395Certificates of deposits — 3,220 — 3,220US government and agency obligations — 152,985 — 152,985Treasury bills — 37,328 — 37,328 Total investment securities available -for-salemeasured at fair value $ — $ 816,840$ — $ 816,840 LiabilitiesContingent consideration — — 21,500 21,500Total liabilities measured at fair value $ — $ — $ 21,500$ 21,500 May 31, 2025 Level 1 Level 2 Level 3 BalanceInvestment securities available -for-saleMunicipal bonds $ — $ 21,698$ — $ 21,698Commercial paper — 90,830 — 90,830Corporate bonds — 431,508 — 431,508Certificates of deposits — 5,194 — 5,194US government and agency obligations — 240,395 — 240,395Treasury bills — 103,083 — 103,083 Total investment securities available -for-salemeasured at fair value $ — $ 892,708$ — $ 892,708 LiabilitiesContingent consideration — — 21,500 21,500Total liabilities measured at fair value $ — $ — $ 21,500$ 21,500 Investment securities – available -for-sale are all classified as Level 2 and consist of securities with maturities of three months orlonger when purchased. We classified these securities as current because amounts invested are readily available for currentoperations. Observable inputs for these securities are yields, credit risks, default rates, and volatility. Contingent consideration classified as Level 3 consists of the potential obligation to pay an earnout to Fassio Egg Farms, Inc.(“Fassio”) contingent on the acquired business meeting certain return on profitability milestones over a three-year period thatcommenced on the date of the acquisition in the second quarter of fiscal 2024. The fair value of the contingent consideration isestimated using a discounted cash flow model. Key assumptions and unobservable inputs that require significant judgment usedin the estimate include weighted average cost of capital, egg prices, projected revenue and expenses over the period for whichthe contingent consideration is measured, and the probability assessments with respect to the likelihood of achieving theforecaste d projections.
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58 The following table shows the beginning and ended balances in fair value for the contingent consideration: Fassio Contingent Consideration Balance, June 4, 2023 $ — Acquisition of Fassio 1,000 Fair value adjustments 5,500 Balance, June 1, 2024 6,500 Fair value adjustments 15,000 Balance, May 31, 2025 21,500 Fair value adjustments — Balance, May 30, 2026 $ 21,500 At May 30, 2026, the contingent consideration is recorded with accrued expenses and other current liabilities in the consolidatedbalance sheets. Adjustments to the fair value of contingent consideration are recorded within the selling, general andadministrative expenses in the consolidated statements of income. Note 5 - Inventories Inventories consisted of the following (in thousands): May 30, 2026May 31, 2025Flocks, net of amortization $ 192,673$ 166,507Feed and supplies 84,769 65,192Raw materials and finished goods inventory 97,823 63,971$ 375,265$ 295,670 We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and breeders(male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at May 30, 2026 andMay 31, 2025, consisted of approximately14.1 million and11.5 million pullets and breeders and50.0 million and48.3 millionlayers, respectively. The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands): May 30, 2026May 31, 2025June 1, 2024Amortization $ 205,041$ 196,248$ 198,298Mortality 11,170 10,619 10,640Total flock costs charged to cost of sales $ 216,211 $ 206,867$ 208,938 Note 6 - Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): May 30, 2026May 31, 2025Land and improvements $ 176,243$ 158,627Buildings and improvements 835,670 722,552Machinery and equipment 1,085,789 876,024Construction -in-progress 207,006 148,6212,304,708 1,905,824Less: accumulated depreciation 986,373 879,140$ 1,318,335$ 1,026,684 Depreciation expense was $116.6 million, $91.1 million and $77.2 million in the fiscal years ended May 30, 2026, May 31, 2025,and June 1, 2024, respectively.
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59 Note 7 - Investment in Unconsolidated Entities As of May 30, 2026 and May 31, 2025, the Company owned50% of Specialty Eggs, LLC (“Specialty Eggs”) and of SouthwestSpecialty Eggs, LLC (“Southwest Specialty Eggs”), which are accounted for using the equity method of accounting. SpecialtyEggs owns the Egg-Land’s Best franchise for most of Georgia and South Carolina, as well as a portion of western North Carolinaand eastern Alabama. Southwest Specialty Eggs owns the Egg-Land’s Best franchise for Arizona, southern California and ClarkCounty, Nevada (including Las Vegas). Equity method investments are included in “Other assets” in the accompanying Consolidated Balance Sheets and totaled$5.6 million and $10.3 million at May 30, 2026 and May 31, 2025, respectively. Equity in income (loss) of unconsolidated entities of a $1.3 million loss, $6.2 million income, and $1.4 million income from theseentities has been included in “Other, net” in the accompanying Consolidated Statements of Income for fiscal 2026, 2025, and2024, respectively. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): For the fiscal year endedMay 30, 2026May 31, 2025June 1, 2024Sales to unconsolidated entities $ 76,130$ 110,106$ 100,553Purchases from unconsolidated entities 75,031 76,167 63,916Distributions from unconsolidated entities 3,253 4,050 3,000 May 30, 2026May 31, 2025Accounts receivable from unconsolidated entities $ 5,224$ 5,090Accounts payable to unconsolidated entities 955 613 Note 8 - Goodwill and Other Intangible Assets Goodwill During the fourth quarter of fiscal 2026, the Company transitioned into its new reporting structure which resulted in changes tothe Company’s operating segments and reporting units. The goodwill of the Company’s historical reporting units were reallocat edto the new reporting units on a relative fair value basis as of the date of the reorganization. The Company assessed goodwill forimpairment immediately before and immediately after the reorganization and concluded that there was no goodwill impairment.For more information regarding the changes to our reportable segments in the fourth quarter of fiscal 2026, refer toNote 15 –Segment Reporting. The changes in the carrying amount of goodwill were (in thousands): ConsolidatedBusiness ConventionalShell EggsSpecialty ShellEggs Prepared Foods TotalBalance June 1, 2024$ 45,776$ —$ —$ —$ 45,776Additions 1,000 — — 1,000Balance May 31, 2025 46,776 — — — 46,776Additions 50,283 — — — 50,283Balance March 2, 2026 97,059 — — — 97,059Goodwill reallocation (97,059) 13,790 53,163 30,106 —Balance May 30, 2026$ —$ 13,790$ 53,163$ 30,106$ 97,059
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60 Intangible Assets The carrying amounts for indefinite-lived intangibles consisted of the following (in thousands): May 30, 2026May 31, 2025Brand name $ 14,526$ —Water rights 2,942 2,942Total $ 17,468$ 2,942 During fiscal 2026, the Company purchased the Van’s brand name as part of the asset acquisition. This intangible asset isclassified as an indefinite-lived brand name. Intangible assets, net, subject to amortization, consisted of the following (in thousands): Franchise rightsCustomer relationshipsOther intangiblesTotalBalance June 1, 2024 $ 11,787$ 608 $ 659 $ 13,054Additions — 700 619 1,319Amortization (1,596) (353) (209) (2,158)Balance May 31, 2025 10,191 955 1,069 12,215Additions — 40,000 10,212 50,212Amortization (1,595) (3,555) (1,615) (6,765)Balance May 30, 2026 $ 8,596$ 37,400$ 9,666$ 55,662 For intangible assets subject to amortization, the gross carrying amounts and accumulated amortization are as follows (inthousands): May 30, 2026 May 31, 2025Gross carryingAccumulatedGross carryingAccumulatedamount amortizationamount amortizationAmortizable intangible assets:Franchise rights $ 27,979$ (19,383) $ 29,284$ (19,093)Customer relationships 41,700 (4,300) 1,700 (745)Other intangibles 11,981 (2,315) 1,769 (700)Total $ 81,660$ (25,998) $ 32,753$ (20,538) No significant residual value is estimated for these intangible assets. Aggregate amortization expense for fiscal years 2026, 2025,and 2024 totaled $6.8 million, $2.2 million and $2.2 million, respectively. Amortization expenses is classified in “Selling, generaland administrative expenses ” in the accompanying Consolidated Statements of Income. The following table presents the total estimated amortization expense of intangible assets for the five succeeding years (inthousands): For fiscal year Estimated amortization expense2027 $ 7,7352028 7,6652029 7,6022030 7,5122031 6,351Thereafter 18,797Total $ 55,662
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61 Note 9 - Employee Benefit Plans KSOP The Company maintains a KSOP covering substantially all employees (the “Plan”). The Company contributes3% of eligiblecompensation, plus discretionary amounts, with contributions vesting immediately. Cash contributions to the Plan were $7.0million, $5.5 million and $4.3 million in fiscal 2026, 2025, and 2024, respectively. The Plan purchases Company stock in theopen market using Company contributions and dividends. Deferred Compensation and Other Postretirement Plans The Company maintains several deferred compensation and other postretirement plans for certain officers and a select group ofmanagement and highly compensated employees of the Company. The liability recorded related to these agreements was $6.7million and $4.1 million at May 30, 2026 and May 31, 2025, respectively and is classified within “Accrued expenses and othercurrent liabilities” and “Other liabilities” in the Company’s Consolidated Balance Sheets. The related expense for these planswas $1.1 million, $1.5 million and $1.2 million in fiscal 2026, 2025 and 2024, respectively. Note 10 - Credit Facility For fiscal years 2026, 2025 and 2024, interest expense was $556 thousand, $612 thousand and $549 thousand, respectively,primarily related to commitment fees on the Credit Facility described below. On November 15, 2021, we entered into an Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) withafive-year term, expiring November 15, 2026. The Credit Agreement provides forasenior secured revolving credit facility (the“Credit Facility” or “Revolver”) in an initial aggregate principal amount of up to $250 million, which includes a $15 millionsublimit for the issuance of standby letters of credit and a $15 million sublimit for swingline loans. The Credit Facility alsoincludes an accordion feature permitting, with the consent of BMO Harris Bank N.A. (the “Administrative Agent”), an increasein the Credit Facility in the aggregate up to $200 million by adding one or more incremental senior secured term loans orincreasing one or more times the revolving commitments under the Revolver. No amounts were borrowed under the CreditFacility as of May 30, 2026 or May 31, 2025 or during fiscal 2026 or fiscal 2025. The Company had $5.9 million of outstandingstandby letters of credit issued under the Credit Facility at May 30, 2026 . On May 26, 2023, we entered into the First Amendment (the “First Amendment”) to the Credit Agreement, which replaced theLondon Interbank Offered Rate interest rate benchmark with the secured overnight financing rate as administered by the FederalReserve Bank of New York or a successor administrator of the secured overnight financing rate (“SOFR”). The interest rate inconnection with loans made under the Credit Facility is based on, at the Company’s election, either the Adjusted Term SOFRRate plus the Applicable Margin or the Base Rate plus the Applicable Margin. The “Adjusted Term SOFR” means with respectto any tenor, the per annum rate equal to the sum of (i) Term SOFR as defined in the Credit Agreement plus (ii)0.10% (10 basispoints); provided, if Adjusted Term SOFR determined as provided above shall ever be less than the Floor, then Adjusted TermSOFR shall be deemed to be the Floor. The “Floor” means the rate per annum of interest equal to0.00%. The “Base Rate” meansa fluctuating rate per annum equal to the highest of (a) the federal funds rate plus0.50% per annum, (b) the prime rate of interestestablished by the Administrative Agent, and (c) the Adjusted Term SOFR for aone-month tenor plus1.00%. The “ApplicableMargin” means0.00% to0.75% per annum for Base Rate Loans and1.00% to1.75% per annum for SOFR Loans, in each casedepending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. The Company willpay a commitment fee on the unused portion of the Credit Facility payable quarterly from0.15% to0.25%, in each case dependingupon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. On March 25, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement.Under the Credit Agreement, a Change of Control is an event of default. The Second Amendment amended the definition ofChange of Control to exclude from that definition the conversion (the “Class A Conversion”) of all outstanding shares of theCompany’s Class A Common Stock into Common Stock which occurred on April 14, 2025. The Credit Facility is guaranteed by substantially all the current and future wholly-owned direct and indirect domestic subsidiariesof the Company (the “Guarantors”), and is secured by a first-priority perfected security interest in substantially all of theCompany’s and the Guarantors’ accounts, payment intangibles, instruments (including promissory notes), chattel paper, inventory(including farm products) and deposit accounts maintained with the Administrative Agent. The Credit Agreement contains customary covenants, including restrictions on the incurrence of liens, incurrence of additionaldebt, sales of assets and other fundamental corporate changes and investments. The Credit Agreement requires maintenance of
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62 two financial covenants: (i) a maximum Total Funded Debt to Capitalization Ratio tested quarterly of no greater than50%; and(ii) a requirement to maintain Minimum Tangible Net Worth at all times of $700 Million plus50% of net income (if net incomeis positive) less permitted restricted payments for each fiscal quarter after November 27, 2021. The Credit Agreement alsoincludes customary events of default and customary remedies upon the occurrence of an event of default, including accelerationof the amounts due under the Credit Facility and foreclosure of the collateral securing the Credit Faci lity. Further, under the terms of the Credit Agreement, payment of dividends under the Company ’s current dividend policy of one-third of the Company ’s net income, computed in accordance with GAAP, and payment of other dividends or repurchases by theCompany of its capital stock is allowed, as long as after giving effect to such dividend payments or repurchases no default hasoccurred and is continuing and the sum of cash and cash equivalents of the Company and its subsidiaries plus availability underthe Credit Facility equals at least $50 million. At May 30, 2026, we were in compliance with the covenant requirements of the Credit Agreement. Note11- Equity On April 14, 2025, all4.8 million shares of Class A Common Stock were converted into Common Stock. Upon the conversionof the Class A Stock, the Company was no longer a controlled company under the rules of The Nasdaq Stock Market. On February 25, 2025, the Board approveda$500 million share repurchase program. The share repurchase program authorizesthe Company, in management’s discretion, to repurchase Common Stock from time to time for an aggregate purchase price up to$500 million (exclusive of any fees, taxes, commissions or other expenses related to such repurchases), subject to marketconditions and other factors. The actual timing, number and value of shares repurchased under the program will be determinedby management in its discretion and will depend on a number of factors, including, but not limited to, the market price of theCommon Stock and general market and economic conditions. The Company repurchased1,571,950 and551,876 shares during fiscal 2026 and 2025, respectively, under the share repurchaseprogram. As of May 30, 2026, the Company had remaining authorization to purchase up to $320.7 million under the repurchaseprogram. Authorized preferred stock consists of10,000,000 shares, with a par value of $0.01, of whichno shares were issued andoutstanding as of May 30, 2026 and May 31, 2025. Note 12 - Net Income per Common Share Basic net income per share attributable to Cal-Maine Foods, Inc. is based on the weighted average shares of Common Stock (andwhen they were outstanding, shares of Class A Common Stock) outstanding. All shares of Class A Common Stock were convertedinto Common Stock on April 14, 2025. Diluted net income per share attributable to Cal-Maine Foods, Inc. is based on weighted-average Common Stock outstanding during the relevant period adjusted for the dilutive effect of share -based awards.
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63 The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net incomeper common share attributable to Cal-Maine Foods, Inc. (amounts in thousands, except per share data): May 30, 2026May 31, 2025June 1, 2024NumeratorNet income $ 318,112 $ 1,218,232$ 276,282Less: Net income (loss) attributable to noncontrolling interest 1,430 (1,816) (1,606)Net income attributable to Cal -Maine Foods, Inc. $ 316,682$ 1,220,048$ 277,888 DenominatorWeighted-average common shares outstanding, basic 47,650 48,719 48,717Effect of dilutive securities of restricted shares 131 172 156Weighted-average common shares outstanding, diluted 47,781 48,891 48,873 Net income per common share attributable to Cal -Maine Foods, Inc.Basic $ 6.65$ 25.04$ 5.70 Diluted $ 6.63$ 24.95$ 5.69 Note 13 – Stock-Based Compensation The Company’s stock-based compensation plan, the Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long -TermIncentive Plan (the “LTIP Plan”), provides for the granting of equity -based awards such as restricted stock, performance stockunits and stock options . Awards may be granted under the LTIP Plan to any employee, any non -employee member of the Board,and any consultant who is a natural person and provides services to us or one of our subsidiaries (except for incentive stockoptions, which may be granted only to our employees). As of May 30, 2026, the total number of shares available for issuancewas719,234, and may be authorized but unissued shares or treasury shares. Common Stock issued from treasury shares underthe plan was89,867 shares,47,700 shares and86,803 shares for fiscal 2026, 2025 and 2024, respectively. Restricted Stock Restricted stock outstanding under the LTIP Plan veststhree years from the grant date, or upon death or disability, change incontrol, or retirement (subject to certain requirements). The restricted stock contains no other service or performance conditions.Restricted stock is awarded in the name of the recipient and, except for the right of disposal, constitutes issued and outstandingshares of the Company’s Common Stock for all corporate purposes during the period of restriction including the right to receivedividends. Compensation expense is a fixed amount based on the grant date closing price and is amortized on a straight-line basisover the vesting period. Forfeitures are recognized as they occur. Total stock-based compensation expense related to the restricted stock was $5.3 million, $4.5 million and $4.4 million in fiscal2026, 2025 and 2024, respectively. Our unrecognized compensation expense as a result of non-vested shares was $9.0 million at May 30, 2026 and $8.0 million atMay 31, 2025 . The unrecognized compensation expense will be amortized to stock compensation expense over a periodof2.1years.
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64 A summary of our activity and related information for our restricted stock is as follows: Number of Shares Weighted Average GrantDate Fair ValueOutstanding, June 1, 2024 277,954$ 49.38Granted 47,700 109.97Vested (108,058) 41.32Forfeited (4,879) 54.86Outstanding, May 31, 2025 212,717$ 66.93Granted 89,867 76.47Vested (88,519) 55.61Forfeited (5,063) 83.85Outstanding, May 30, 2026 209,002$ 75.42 Performance-Based Long-Term Incentive Awards Effective June 1, 2025, the Company implemented a new performance -based long-term incentive award under our executivecompensation program, which provides for awards of performance share units (“PSUs”) to certain key executives. Pursuant tothese awards, certain officers have the opportunity to receive Common Shares after a three-year performance period contingenton (a) the executive’s continued service through the performance period, except as otherwise provided in the award agreement,and (b) the Company’s achievement of specific performance goals tied to the following two equally weighted measures: theCompany’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. Depending on the levelof achievement of these two measures over the performance period, the PSUs will pay out between0% and150% of the targetaward. Total compensation expense as a result of the performance-based program was $387 thousand in fiscal 2026. Our unrecognized compensation expense as a result of non-vested shares in the performance-based program was $779 thousandat May 30, 2026 . The unrecognized compensation expense will be amortized to stock compensation expense over a periodof2.0years. A summary of our activity and related information for our performance-based awards is as follows: Number of Shares Weighted Average GrantDate Fair ValueOutstanding, May 31, 2025 — $ —Granted 9,260 101.95Outstanding, May 30, 2026 9,260$ 101.95
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65 Note 14 - Income Taxes Income Tax Provision The components of our income tax provision (benefit) were (in thousands): Fiscal year endedMay 30, 2026May 31, 2025June 1, 2024Current:Federal $ 29,749$ 312,000$ 83,721State (4,220) 61,340 9,64025,529 373,340 93,361Deferred:Federal 59,739 12,703 (7,371)State 7,624 (1,133) (2,301)67,363 11,570 (9,672)Total income tax provision $ 92,892$ 384,910$ 83,689 Deferred Taxes The tax effects of significant temporary differences creating deferred tax assets and liabilities were (in thousands): May 30, 2026May 31, 2025Deferred tax assets:Accrued expenses $ 3,985$ 3,620State operating loss carryforwards 2 6Other comprehensive income 913 770Right of use - asset 3,334 234Other 12,969 13,239Total deferred tax assets 21,203 17,869 Deferred tax liabilities:Property, plant and equipment $ (180,377) $ (128,789)Inventories (49,478) (35,041)Investment in affiliates (1,618) (2,205)Right of use - liability (3,358) (240)Other (8,244) (6,245)Total deferred tax liabilities (243,075) (172,520) Net deferred tax liabilities $ (221,872) $ (154,651) The company had income tax net operating loss carryforwards related to its state operations of approximately $96 thousand as ofMay 30, 2026. The loss carryforwards are not subject to expiration. On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act ("The Tax Act"), was enacted. The Tax Act extendsand makes permanent several key provisions of the Tax Cuts and Jobs Act of 2017 previously set to expire as of December 31,2025. The impacts of the Tax Act are reflected in our results for the year ended May 30, 2026, and had no material impact on ourincome tax expense or effective tax rate. Reconciliation of the U.S. Federal Statutory Rate to the Effective Rate The Company has elected to prospectively adopt the guidance in ASU 2023 -09,Income Taxes (Topic 740): Improvements toIncome Taxes Disclosures. The following table is a reconciliation of the U.S. federal statutory tax rate to the total effective taxrates for the year ended May 30, 2026 in accordance with the guidance in ASU 2023-09 (in thousands):
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66 Fiscal year end May 30, 2026Amount PercentU.S. federal statutory tax rate $ 86,226 21.0%State and local income taxes* 4,290 1.1Tax credits (251) (0.1)Nontaxable or nondeductible items 2,627 0.7Provision for income taxes $ 92,892 22.7% *State taxes in Georgia, Florida, Mississippi, and Texas made up the majority (greater than 50%) of the tax effect in this category. The following table is a reconciliation of theU.S. federal statutory tax rate to the total effective tax rate for the years ended May31, 2025 and June 1, 2024 in accordance with guidance prior to the adoption of ASU 2023-09 (in thousands): Fiscal year endMay 31, 2025June 1, 2024Statutory federal income tax $ 337,042$ 75,931State income taxes, net 47,169 5,798Other, net 699 1,960$ 384,910$ 83,689 Income Tax Payments The following table is a summary of income taxes paid (net of refunds) by jurisdiction pursuant to the disclosure requirements ofASU 2023-09 for the year ended May 30, 2026 (in thousands): Fiscal year endMay 30, 2026Federal $ 89,583State 30,344Income tax payments $ 119,927 We paid income taxes, net of refunds, of $119.9 million, $426.2 million, and $35.1 million during fiscal years 2026, 2025, and2024, respectively. As of May 30, 2026, we hadno significant unrecognized tax benefits. We accrued and paidno interest or penalties during 2026or 2025 related to uncertain tax positions. We are subject to income tax in many jurisdictions within the U.S. We are currently not under audit by the Internal RevenueService or by any state and local tax authorities. Tax periods for all years beginning with fiscal year 2021 remain open toexamination by federal and state taxing jurisdictions to which we are subject. Note 15 – Segment Reporting The Company previously managed its business asone operating and reportable segment. Effective in the fourth quarter of 2026,the Company revised its internal reporting to change the manner in which its business is managed, which reflects a focus onmanaging operations based on the Company’s product categories rather than on a consolidated basis. As a result, the Companyidentified three reportable segments: Conventional Shell Eggs, Specialty Shell Eggs, and Prepared Foods. The Company’sremaining operations , which include co-pack shell eggs, egg products, hard -cooked eggs and other business activities, are notreportable segments, as defined by the applicable accounting standard . All prior fiscal year periods have been recast to reflect thenew reportable segments . Conventional Shell EggsThe Conventional Shell Eggs segment consists primarily of the production, grading, packaging, marketing anddistribution of shell eggs sold as conventional shell eggs, which includes our brandsSunups®andSunny Meadow®.
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67 Specialty Shell EggsThe Specialty Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distributionof shell eggs sold as cage -free, nutritionally enhanced, organic, brown, pasture -raised and free-range eggs. This segmentincludes our brandsFarmhouse Eggs® and4Grain®as well as branded products from our membership of Eggland’sBest, Inc. cooperative which includesEgg-Land’s Best® andLand O’ Lakes®. Prepared FoodsThe Prepared Foods segment consists primarily of the production , packaging, marketing and distribution of preparedfoods offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, waffles, andspecialty wraps. This segment includes our brandsVan ’s® andCrepini®. The Company’s operating segment s are determined on the basis of our organizational structure and information that is regularlyreviewed by our Chief Operating Decision Maker (“CODM”). The Company’s CODM is Sherman Miller, President and ChiefExecutive Officer. Segment income is utilized during our forecasting process to assess profitability, strategic initiatives andcapital investments. The CODM primarily compares actual performance of segment sales and segment income to prior periodresults and periodic forecasts to assist with assessing performance and deciding how to allocate resources. The accounting policies of the segments are generally the same as those presented inNote 1 - Summary of Significant AccountingPolicies.Segment SG&A represents direct costs associated with each segment formarketing, delivery and employee costs. Other– segment income represents the total segment income from other operating segments such as co-pack shell egg, egg products,hard -cooked eggs and other business activities that do not individually meet the quantitative thresholds for separate disclosure.Unallocated Corporate SG&A represents overhead such as corporate payroll related expenses, legal and professional fees,amortization and other expenses that are not used to measure segment income and is managed at the corporate office. Intersegment sales represent sales between segments as part of our vertical integration. Intersegment sales from the Conventionaland Specialty Shell Egg segments are primarily sales related to our non-reportable egg products or hard -cooked segments.Conventional and Specialty Shell Egg intersegment sales are transferred at discounted fixed rates to account for undergrad es andyield loss, market rates, or at production costs. The Company does not report total assets by segment as operations are highly integrated, and assets are shared amongst segments.The CODM does not assess performance or allocate resources based on segment assets. Segment results, including the significant expense categories regularly provided to the CODM, are provided below (in thousands): Fiscal year ended May 30, 2026 ConventionalShell EggsSpecialty ShellEggs Prepared FoodsTotal ReportableSegments Net sales - external customers $ 1,309,557$ 1,049,228$ 244,802$ 2,603,587 Intersegment sales 38,519 21,230 — 59,749 Total segment sales 1,348,076 1,070,458 244,802 2,663,336 Segment COGS 1,059,179 777,920 185,370 2,022,469 Segment SG&A 72,256 110,994 25,550 208,800 Segment income $ 216,641$ 181,544$ 33,882$ 432,067 Other - segment income 19,044 Unallocated corporate SG&A (108,353) Gain on involuntary conversions 8,819 Loss on disposal of fixed assets (1,391) Operating income 350,186 Other income, net 60,818 Income before income taxes $ 411,004
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68 Fiscal year ended May 31, 2025 ConventionalShell EggsSpecialty ShellEggs Prepared FoodsTotal ReportableSegments Net sales - external customers $ 2,703,502$ 1,126,601$ 4,050$ 3,834,153 Intersegment sales 52,357 28,350 — 80,707 Total segment sales 2,755,859 1,154,951 4,050 3,914,860 Segment COGS 1,393,212 717,411 4,511 2,115,134 Segment SG&A 72,644 103,938 1,658 178,240 Segment income $ 1,290,003$ 333,602$ (2,119) $ 1,621,486 Other - segment income 42,091 Unallocated corporate SG&A (127,141) Loss on involuntary conversions (156) Gain on disposal of fixed assets 259 Operating income 1,536,539 Other income, net 66,603 Income before income taxes $ 1,603,142 Fiscal year ended June 1, 2024 ConventionalShell EggsSpecialty ShellEggs Total ReportableSegments Net sales - external customers $ 1,226,903$ 863,297$ 2,090,200 Intersegment sales 20,389 10,322 30,711 Total segment sales 1,247,292 873,619 2,120,911 Segment COGS 970,031 648,236 1,618,267 Segment SG&A 63,560 89,188 152,748 Segment income $ 213,701$ 136,195$ 349,896 Other - segment income 33,566 Unallocated corporate SG&A (94,516) Gain on involuntary conversions 23,532 Loss on disposal of fixed assets (26) Operating income 312,452 Other income, net 47,519 Income before income taxes $ 359,971 The following table shows the reconciliation of net sales to consolidated results (in thousands): Fiscal Year EndedMay 30, 2026May 31, 2025June 1, 2024Total reportable segments $ 2,603,587$ 3,834,153$ 2,090,200Other - segment sales 308,045 427,732 236,243Total consolidated net sales $ 2,911,632$ 4,261,885$ 2,326,443 Other – segment sales represent sales from our non-reportable segments which includes co-pack shell egg sales, egg productsales, hard -cooked eggs and other business activities.
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69 Revenue primarily derives from sales throughout the U.S. The following table provides revenue disaggregated by segment andby sales channel (in thousands): Fiscal year May 30, 2026Retail Foodservice Other TotalConventional Shell Egg $ 1,099,245$ 193,614$ 16,698$ 1,309,557Specialty Shell Egg 952,556 92,343 4,329 1,049,228Prepared Foods 92,031 104,157 48,614 244,802Other - segment sales 245,415 60,269 2,361 308,045$ 2,389,247$ 450,383$ 72,002$ 2,911,632 Fiscal year May 31, 2025Retail Foodservice Other TotalConventional Shell Egg $ 2,247,913$ 424,133$ 31,456$ 2,703,502Specialty Shell Egg 1,022,253 98,508 5,840 1,126,601Prepared Foods 4,050 — — 4,050Other - segment sales 337,489 89,347 896 427,732$ 3,611,705$ 611,988$ 38,192$ 4,261,885 Fiscal year June 1, 2024Retail Foodservice Other TotalConventional Shell Egg $ 1,007,282$ 210,423$ 9,198$ 1,226,903Specialty Shell Egg 835,826 25,879 1,592 863,297Other - segment sales 198,943 36,972 328 236,243$ 2,042,051$ 273,274$ 11,118 $ 2,326,443 Retail customers include primarily national and regional grocery store chains, club stores, and companies servicing independentsupermarkets in the U.S. Foodservice customers include primarily companies that sell food products and related items torestaura nts, healthcare and education facilities and hotels. Our largest customer, Walmart Inc. (including Sam’s Club) accounted for30.0%,33.6% and34.0% of net sales dollars for fiscal2026, 2025, and 2024, respectively. Note 16 - Commitments and Contingencies In re Shell Eggs Litigation Since November 2025, the Company has been named as a defendant in several lawsuits filed in federal courts allegingsubstantially identical claims, including: (1) the following lawsuits in the Southern District of Indiana: (a) King Kullen GroceryCo., Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-2274, (b) Nineteenseventynine LLC d/b/a The Breakfast Joynt v. Cal-Maine Foods, Inc., et al., Case No. 1:25 -cv-2301, (c) Taylor Egg Products, Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25-cv-2554, (d) Hudson v. Cal -Maine Foods, Inc. et al., Case No. 1:25 -cv-02573, (e) Brandon Huyler v. Cal -Maine Foods, Inc., etal., Case No. 1:26 -cv-00135, and (f) Gloria Emery, Carol Goldberg, and Casey Whalen v. Cal -Maine Foods, Inc., et al., Case No.1:26-cv-00135; (2) the following lawsuits in the Northern District of Illinois: (a) Birchmans Parisian, LLC (d/b/a Lisciandro'sRestaurant) v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-14030, (b) Phil-N-Cindy's Lunch, Inc. v. Cal -Maine Foods, Inc.,et al., Case No. 1:25 -cv-14082, (c) Yell -O-Glow Corporation v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-15084, and (d)Tariq Habash, Delia Govea, Andrew Phillips, and Catalina Torres v. Urner Barry Publications, Inc., Cal -Maine Foods, Inc., etal., Case No. 1:25 -cv-14112; (3) the following lawsuits in the Western District of Wisconsin: (a) Matthew Edlin v. Cal -MaineFoods, Inc., et al., Case No. 3:25 -cv-946, and (b) India Price, Lakia Session, and Karen Solomon v. Cal -Maine Foods, Inc., et al.,Case No. 3:25 -cv-1016; and (4)alawsuit in the Western District of Missouri: Ryan v. Cal -Maine Foods, Inc., et al., Case No.4:25-cv-00999. The lawsuits generally allege that the Company, along with other egg producers and industry associations,conspired to artificially inflate the prices of conventional shell eggs nationwide, primarily through manipulation of industry pricebenchmarks (such as the Urner Barry Egg Index and Eggs Clearinghouse, Inc. spot market), coordinated reporting and supplyrestrictions, particularly during the calendar year 2022 highly pathogenic avian influenza (“HPAI”) outbreak. In each case, theplaintiff seeks certification of a putative class of either direct or indirect purchasers, monetary damages, injunctive relief,attorneys’ fees, and, in some cases, restitution under Section 1 of the Sherman Act, 15 U.S.C. § 1 (the “Sherman Act”) and variousstate antitrust and consumer protection statutes.
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70 On February 10, 2026, the Joint Panel on Multidistrict Litigation issued a Transfer Order, consolidating the above actions andtransferring them to the Western District of Wisconsin for pre-trial proceedings. An initial judicial management conference tookplace on May 8, 2026, where the court entered an initial case management order, setting forth deadlines for the consolidatedcomplaints and initial briefing to be filed. No discovery has taken place in any of the actions. The Company disputes plaintiffs’allegations in each of these actions and intends to vigorously defend itself in these actions. Civil Investigative Demand In March 2025, the Company received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”) inconnection with an antitrust investigation to determine whether there was a violation of the antitrust laws through allegedanticompetitive conduct by and among egg producers. In August 2025, the Company received a subpoena from the State of NewYork requesting information and documents related to its investigation of anticompetitive conduct and high egg prices in the eggindustry, and in March 2026, the Company received a similar subpoena from the State of Washington related to its investigationof anticompetitive conduct and high egg prices in the egg industry. Additionally, various states’ attorneys general sought to jointhe DOJ’s investigation or requested access to the confidential disclosures by the Company to the DOJ. On or about June 25, 2026, the Company entered into an agreement with the DOJ and 17 states’ attorneys general to resolve theinvestigation, subject to applicable court approvals and procedures. The Company denied all wrongdoing or violations of law andno fines or penalties were assessed against the Company. In connection with the agreement, the Company agreed to implementcertain antitrust compliance and reporting measures, to donate30 million eggs to food banks and non-profits, and to pay $1.5million to the settling states to resolve the matter. The State of Washington did not join in this settlement and the Company continues to comply with the State of Washington’ssubpoena and cooperate with its investigations. Management cannot predict the eventual scope, duration or outcome of the Stateof Washington’s investigation and is unable to estimate the amount or range of potential losses, if any, at this time. Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al. On September 25, 2008, the Company was named as one of several defendants in numerous antitrust cases involving the U.S.shell egg industry. The Company settled all of these cases, except for the claims of certain plaintiffs who sought substantialdamages allegedly arising from the purchase of egg products (as opposed to shell eggs). These remaining plaintiffs are Kraft FoodGlobal, Inc., General Mills, Inc., and Nestle USA, Inc. (the “Egg Products Plaintiffs”) and, until a subsequent settlement wasreached as described below, The Kellogg Company. On September 13, 2019, the case with the Egg Products Plaintiffs was remanded from a multi -district litigation proceeding in theUnited States District Court for the Eastern District of Pennsylvania, In re Processed Egg Products Antitrust Litigation, MDL No.2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al. v. United EggProducers, Inc. et al., Case No. 1:11 -cv-8808, for trial. The Egg Products Plaintiffs alleged that the Company and other defendantsviolated Section 1 of the Sherman Act, by agreeing to limit the production of eggs and thereby illegally to raise the prices thatplaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs attacked certain features of the United EggProducers animal -welfare guidelines and program used by the Company and many other egg producers. On October 24, 2019, the Company entered into a confidential settlement agreement with The Kellogg Company dismissing allclaims against the Company for an amount that did not have a material impact on the Company’s financial condition or resultsof operations. On November 11, 2019, a stipulation for dismissal was filed with the court, and on March 28, 2022, the courtdismissed the Company with prejudice. The trial of this case began on October 17, 2023. On December 1, 2023, the jury returned a decision awarding the Egg ProductsPlaintiffs $17.8 million in damages. On November 6, 2024, the court entered a final judgement against the Company and otherdefendants, jointly and severally, totaling $43.6 million after trebling. On December 4, 2024, the Company filed a renewed motionfor judgment as a matter of law or for a new trial, and a motion to alter or amend the judgment. On December 13, 2024, the courtgranted defendants’ November 20, 2024 motion to stay enforcement of the judgment and entered an agreed order requiring thedefendants to post security during post-judgment proceedings and appeal, and stayed proceedings to enforce the judgment untilthe disposition of the post-judgment motions and ultimate appeals. On December 17, 2024, the Company posted a bond in theapproximate amount of $23.9 million, representing a portion of the total bond required to preserve the right to appeal the trialcourt’s decision. Another defendant posted a bond for the remaining amount. On November 19, 2025, the plaintiffs filed a motionto lift stay of proceedings on attorney’s fees and costs, and on December 5, 2025, the defendants filed their response in oppositionto such motion. The court has not ruled on this motion. The Company intends to continue to vigorously defend the claims assertedby the Egg Products Plaintiffs.
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71 If the jury’s decision is ultimately upheld, the Company would be jointly and severally liable with other defendants for trebledamages, or $43.6 million, subject to credit for certain settlements with previous settling defendants, plus the Egg ProductPlaintiffs’ reasonable attorneys’ fees. During our second quarter of fiscal 2024, we recorded an accrued expense of $19.6 millionin selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Income and classifiedas other noncurrent liabilities in the Company’s Condensed Consolidated Balance Sheets. Although less than the bond posted bythe Company, the accrual represents our estimate of the Company’s proportional share of the reasonably possible ultimatedamages award, excluding the Egg Product Plaintiffs’ attorneys’ fees that we believe would be approximately offset by the creditsnoted above. We have entered into a judgment allocation and joint defense agreement with the other defendants remaining in thecase. Our accrual may change in the future to the extent we are successful in further proceedings in the litigation. State of Oklahoma Watershed Pollution Litigation On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma,against Cal -Maine Foods, Inc. and Tyson Foods, Inc., Cobb -Vantress, Inc., Cargill, Inc., George’s, Inc., Peterson Farms, Inc. andSimmons Foods, Inc., and certain of their affiliates. The State of Oklahoma claims that through the disposal of chicken litter thedefendants polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint soughtinjunctive relief and monetary damages, but the claim for monetary damages was dismissed by the court. Cal -Maine Foods, Inc.discontinued operations in the watershed in or around 2005. Since the litigation began, Cal-Maine Foods, Inc. purchased100%of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg operation within the IllinoisRiver Watershed. Benton County Foods, LLC is not a defendant in the litigation. We also have a number of small contractproducers that operate in the area. The non-jury trial in the case began in September 2009 and concluded in February 2010. On January 18, 2023, the court enteredfindings of fact and conclusions of law in favor of the State of Oklahoma. The court found the defendants jointly and severallyliable for state law nuisance, federal common law nuisance, and state law trespass. The court also found the producers vicariouslyliable for the actions of their contract producers. On June 12, 2023, the court ordered the parties to mediate, but the mediationwas unsuccessful. On June 26, 2024, the district court denied defendants’ motion to dismiss the case. On September 13, 2024,astatus hearing was held and the court scheduled an evidentiary hearing for December 3, 2024, to determine whether any legalremedy is available based on the now 15-year-old record and changed circumstances of the Illinois River watershed. On December9, 2025, the court entered a final judgment imposing approximately $420,000 in total penalties for all defendants and awardingcertain non -monetary remedies, including injunctive relief. Pursuant to the final judgment, the Company is to pay approximately$70,000 in penalties. The judgment also entitles the State of Oklahoma to an award of attorneys’ fees and costs in an amount tobe determined at a later date. The injunctive relief provides for, among other things, a special master to oversee an investigation, develop a remediation plansubject to court approval, and provide ongoing monitoring of remediation projects, the costs of which will be paid jointly andseverally by the defendants. The defendants are required to fund $10 million within5 days of appointment of the special master,and ongoing funding requirements of $5 million any time the fund is below $5 million. This funding obligation is expected tocontinue for the30 years term. The defendants are in discussions of a potential expense sharing agreement; however, the Companydoes not currently expect to have a material share of the funding. The injunctive relief also includes certain annual reportingrequirements and certain requirements on future operations within the Illinois River Watershed, including relating to removal oflitter, storage, transportation, disposal and future land applications. On January 2, 2026, the Company filed its notice of appeal to the United States Court of Appeals for the Tenth Circuit. On January16, 2026, the district court stayed the monetary portions of the judgement but declined to stay the injunctive portions. EffectiveJuly 10, 2026, the Company and all other defendants entered into a settlement agreement with the State of Oklahoma that providesfor the payment of funds by the defendants into an environmental relief fund, certain restrictions on the application of chickenlitter in the IRW and certain reporting and reporting measures. The agreement remains subject to applicable court approvals andprocedures and is not expected to have a material impact on the Company’s financial condition or results of operations . Other Matters In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although theoutcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that thefinal outcome should not have a material effect on the Company’s consolidated results of operations or financial position. Note 17 – Subsequent Events EffectiveJuly 10, 2026, the Company acquired the Eggland’s Best® franchise territory in the Northeast for $25 million. Theacquisition gives us the exclusive right to distribute and sellEgg-Land’s Best® andLand O’ Lakes® branded eggs in Maine,Massachusetts, New Hampshire, Rhode Island, and select key areas in Vermont, New York, and Connecticut.
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72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed byus in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded,processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules andforms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure thatinformation required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated andcommunicated to management, including our principal executive and principal financial officers, or persons performing similarfunctions, as appropriate to allow timely decisions regarding required disclosure. Based on an evaluation of our disclosure controlsand procedures conducted by our Chief Executive Officer and Chief Financial Officer, together with other financial officers, suchofficers concluded that our disclosure controls and procedures were effective as of May 30, 2026 at the reasonable assurancelevel. Internal Control Over Financial Reporting (a) Management’s Report on Internal Control Over Financial Reporting The following sets forth, in accordance with Section 404(a) of the Sarbanes -Oxley Act of 2002 and Item 308 of the Securitiesand Exchange Commission’s Regulation S-K, the report of management on our internal control over financial reporting. 1. Our management is responsible for establishing and maintaining adequate internal control over financial reporting.“Internal control over financial reporting” is a process designed by, or under the supervision of, our Chief ExecutiveOfficer and Chief Financial Officer, together with other financial officers, and effected by the Board, managementand other personnel, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accountingprinciples and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactionsand dispositions of our assets;● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that our receipts andexpenditures are being made only in accordance with authorizations of our management and directors; and● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use ordisposition of our assets that could have a material effect on the financial statements. 2. Our management, in accordance with Rule 13a-15(c) under the Exchange Act and with the participation of ourChief Executive Officer and Chief Financial Officer, together with other financial officers, evaluated theeffectiveness of our internal control over financial reporting as of May 30, 2026 . The framework on whichmanagement’s evaluation of our internal control over financial reporting is based is the “Internal Control –Integrated Framework”published in 2013 by the Committee of Sponsoring Organizations (“COSO”) of theTreadway Commission. 3. Management has determined that our internal control over financial reporting as of May 30, 2026 is effective. It isnoted that internal control over financial reporting cannot provide absolute assurance of achieving financialreporting objectives, but rather reasonable assurance of achieving such objectives. 4. The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm’sopinion on the effectiveness of our internal control over financial reporting, is set forth below. (b) Attestation Report of the Registrant’s Public Accounting Firm
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73 Report of Independent Registered Public Accounting Firmon Internal Control Over Financial Reporting Board of Directors and StockholdersCal -Maine Foods, Inc. and SubsidiariesRidgeland, Mississippi Opinion on Internal Control Over Financial Reporting We have audited Cal -Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 30, 2026,based on criteria established in2013 Internal Control – Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (“COSO”). In our opinion, Cal -Maine Foods, Inc. and Subsidiaries maintained, inall material respects, effective internal control over financial reporting as of May 30, 2026, based on criteria established in2013Internal Control – Integrated Framework issued by the COSO. As indicated in the accompanying Changes in Internal Control Over Financial Reporting, management’s assessment ofand conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Echo LakeFoods, LLC and certain related companies, which are included in the May 30, 2026 consolidated financial statements of Cal-Maine Foods, Inc. and Subsidiaries and constituted 9.7% of total assets as of May 30, 2026, and 7.8% of net sales for the yearthen ended. Our audit of internal control over financial reporting of Cal -Maine Foods, Inc. and Subsidiaries also did not includean evaluation of the internal control over financial reporting of Echo Lakes Foods, LLC and certain related companies. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (UnitedStates) (“PCAOB”), the consolidated balance sheets and the related consolidated statements of income, comprehensive income,stockholders’ equity, and cash flows of Cal -Maine Foods, Inc. and Subsidiaries and our report dated July 22, 2026 expressed anunqualified opinion. Basis for Opinion Cal -Maine Foods, Inc. and Subsidiaries’ management is responsible for maintaining effective internal control overfinancial reporting, and for their assessment of the effectiveness of internal control over financial reporting, included in theaccompanying Management’s Report on Internal Control Over Financial Reporting in Item 9A. Our responsibility is to expressan opinion on the entities’ internal control over financial reporting based on our audit. We are a public accounting firm registeredwith the PCAOB and are required to be independent with respect to Cal -Maine Foods, Inc. and Subsidiaries in accordance withthe U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and thePCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintainedin all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internalcontrol over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk. Our audit also included performing such other proceduresas we considered necessary in the circumstances. We believe our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting An entities’ internal control over financial reporting is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance withaccounting principles generally accepted in the United States of America. An entities’ internal control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of the entities; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of consolidated financial statements in accordance with accounting principlesgenerally accepted in the United States of America, and that receipts and expenditures of the entities are being made only inaccordance with authorizations of management and directors of the entities; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the entities’ assets that could have a materialeffect on the consolidated financial statements.
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74 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate becauseof changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/Frost, PLLC Little Rock, Arkansas July 22, 2026 (c) Changes in Internal Control Over Financial Reporting In connection with its evaluation of the effectiveness, as of May 30, 2026, of our internal control over financial reporting,management determined that there was no change in our internal control over financial reporting that occurred during the fourthquarter ended May 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control overfinancial reporting. As disclosed elsewhere in this Annual Report, we completed the acquisition of Echo Lake Foods during the first quarter of fiscal2026. As permitted by SEC guidance, the scope of management’s review of its internal control over financial reporting excludedEcho Lake Foods. Echo Lake Foods constituted 9.7% of total assets as of May 30, 2026, and 7.8% of total net sales for fiscalyear 2026. The Company is in process of integrating Echo Lake Foods into its internal control framework. ITEM 9B. OTHER INFORMATION During our fourth quarter of fiscal 2026, no director or officer of the Companyadopted orterminated any Rule 10b5-1 tradingarrangement ornon-Rule10b5-1 trading arrangement, as such terms are defined in Item 408(a) or Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Except as set forth below, the information concerning directors, executive officers and corporate governance required by Item 10is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under theSecurities Exchange Act of 1934 in connection with our 2026 Annual Meeting of Stockholders. We have adopted a Code of Ethics and Business Conduct that applies to our directors, officers and employees, including the chiefexecutive officer and principal financial and accounting officers of the Company. We will provide a copy of the code free ofcharge to any person that requests a copy by writing to: Cal -Maine Foods, Inc.1052 Highland Colony Pkwy, Suite 200Ridgeland, MS 39157Attn.: Investor Relations Requests can be made by phone at (601) 948 -6813. A copy is also available at our website www.calmainefoods.com under the heading “Investor Relations – Governance.” We intendto disclose any amendments to, or waivers from, the Code of Ethics and Business Conduct on our website promptly followingthe date of any such amendment or waiver. Information contained on our website is not a part of this report. ITEM 11. EXECUTIVE COMPENSATION The information concerning executive compensation required by Item 11 is incorporated by reference from our definitive proxystatement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 2026Annual Meeting of Stockholders.
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75 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS Except as set forth below, the information concerning security ownership of certain beneficial owners and management andrelated stockholder matters required by Item 12 is incorporated by reference from our definitive proxy statement which is to befiled pursuant to Regulation 14A under the Securities Exchange Act of 1934 in connection with our 2026 Annual Meeting ofStockholders. Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plan Information(a) (b) (c) Number of securities tobe issued upon exerciseof outstanding options,warrants and rights Weighted averageexercise price ofoutstanding options,warrants and rights Number of securities remainingavailable for future issuance underequity compensation plans (excludingsecurities reflected in column (a)) Equity compensation plansapproved by stockholders 9,260$ — 719,234Equity compensation plans notapproved by stockholders — — —Total 9,260$ — 719,234 (a) Consists of 9,260 PSUs at the target performance level outstanding under our Amended and Restated 2012 OmnibusLong-Term Incentive Plan as of May 30, 2026. If maximum performance levels are achieved, the number of sharesissuable for the outstanding PSUs would be 13,890.(b) There were no outstanding options, warrants or rights with an exercise price as of May 30, 2026.(c) Reflects shares available for future issuance as of May 30, 2026 under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan. For additional information, seeNote 13 – Stock -Based Compensation in Part II. Item 8. Notes to the Consolidated FinancialStatements. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information concerning certain relationships and related transactions, and director independence required by Item 13 isincorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation 14A under the SecuritiesExchange Act of 1934 in connection with our 2026 Annual Meeting of Stockholders. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information concerning principal account ant fees and services required by Item 14 is incorporated by reference from ourdefinitive proxy statement which is to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 inconnection with our 2026 Annual Meeting of Stockholders. PART IV. ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements
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76 The following consolidated financial statements and notes thereto of Cal -Maine Foods, Inc. and its subsidiaries are included inItem 8 and are filed herewith: Report of Independent Registered Public Accounting Firm (PCAOB5348) 40Consolidated Balance Sheets – May 30, 2026 and May 31, 2025 43Consolidated Statements of Income – Fiscal Years Ended May 30, 2026, May 31, 2025 and June 1, 2024 44Consolidated Statements of Comprehensive Income – Fiscal Years Ended May 30, 2026, May 31, 2025 and June1, 2024 45Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended May 30, 2026, May 31,2025 and June 1, 2024 46Consolidated Statements of Cash Flows for the Fiscal Years Ended May 30, 2026, May 31, 2025 and June 1, 202447Notes to Consolidated Financial Statements 48(a)(2) Financial Statement Schedule All schedules are omitted either because they are not applicable or required, or because the required information is included inthe financial statements or notes thereto. (a)(3) Exhibits Required by Item 601 of Regulation S-K See Part (b) of this Item 15. (b) Exhibits Required by Item 601 of Regulation S-K The following exhibits are filed herewith or incorporated by reference:ExhibitNumber Exhibit2.1 Echo Lake Foods Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q, filed April 8, 2025)3.1 Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference toExhibit 4.1 in the Registrant’s Form S-3, filed April 15, 2025, Registration No. 333-286548)3.2 Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant'sForm 8-K, filed March 27, 2025)4.1 Description of Registrant's Securities Registered Under Section 12 of the Exchange Act (incorporated byreference to Exhibit 4.1 to the Registrant's Form 10-K, filed July 22, 2025)10.1 Amended and Restated Credit Agreement, dated November 15, 2021, among Cal -Maine Foods, Inc., theGuarantors, BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference toExhibit 10.1 in the Registrant's Form 8-K, filed November 19, 2021)10.2 First Amendment to Credit Agreement, dated May 26, 2023, among Cal -Maine Foods, Inc., the Guarantors,BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.5to the Registrant's Form 10-K filed July 25, 2023)10.3 Second Amendment entered into as of March 25, 2025 to Amended and Restated Credit Agreement betweenCal -Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative agent and thelenders party thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed March 27,2025)10.4* Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 99.2 tothe Registrant’s Form 8-K, filed March 27, 2025)10.5* Cal -Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference toExhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012)10.6* Cal -Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated byreference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012)10.7* Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated byreference to Exhibit 10.1 to the Registrant’s Form 8-K filed October 2, 2020)10.8* Amendment No. 1 to the Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long-Term IncentivePlan (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed March 27, 2025)10.9* Form of Restricted Stock Agreement for Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10K filed July 19,2022)
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77 10.10* Form of Performance Share Unit Awards (incorporated by reference to Exhibit 10.7 to the Registrant’s Form10-Q, filed April 8, 2025)10.11* Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.6 to theRegistrant’s Form 10-Q, filed April 8, 2025)10.12* Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1to the Registrant’s Form 8-K filed March 27, 2023)10.13* Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to theRegistrant’s Form 8-K filed March 27, 2023)10.14* Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in theRegistrant's Form 8-K, filed November 19, 2021)19.1** Insider Trading Policy21** Subsidiaries of the Registrant23.1** Consent of FROST, PLLC31.1** Rule 13a -14(a) Certification of Chief Executive Officer31.2** Rule 13a -14(a) Certification of Chief Financial Officer32*** Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer97 Incentive -Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Registrant'sForm 10-K, filed July 23, 2024)101.SCH***+Inline XBRL Taxonomy Extension Schema Document 101.CAL***+Inline XBRL Taxonomy Extension Calculation Linkbase Document101.DEF***+Inline XBRL Taxonomy Extension Definition Linkbase Document101.LAB***+Inline XBRL Taxonomy Extension Label Linkbase Document101.PRE***+Inline XBRL Taxonomy Extension Presentation Linkbase Document104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* Management contract or compensatory plan or arrangement** Filed herewith as an Exhibit*** Furnished herewith as an Exhibit+ Submitted electronically with this Annual Report on Form 10 -K (c) Financial Statement Schedules Required by Regulation S-X All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commissionare not required under the related instructions or are inapplicable and therefore have been omitted. ITEM 16. FORM 10 -K SUMMARY None.
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78 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto duly authorized, in Ridgeland, Mississippi. CAL-MAINE FOODS, INC./s/ Sherman L. Miller Sherman L. MillerPresident and Chief Executive Officer Date: July 22, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following personson behalf of the registrant and in the capacities and on the dates indicated: Signature Title Date /s/ Sherman L. Miller President, Chief Executive Officer Sherman L. Miller and Director July 22, 2026 (Principal Executive Officer) /s/ Max P. Bowman Vice President, Treasurer, Secretary, Max P. Bowman Chief Financial Officer and Director July 22, 2026 (Principal Financial Officer) /s/ Matthew S. Glover Vice President, Accounting July 22, 2026Matthew S. Glover (Principal Accounting Officer) /s/ Adolphus B. Baker Chairman of the Board and Directors July 22, 2026Adolphus B. Baker /s/ Melanie Boulden Director July 22, 2026Melanie Boulden /s/ Haley R. Fisackerly Director July 22, 2026Haley R. Fisackerly /s/ Michael J. Highfield Director July 22, 2026Michael J. Highfield /s/ Letitia C. Hughes Director July 22, 2026Letitia C. Hughes /s/ Steve W. Sanders Director July 22, 2026Steve W. Sanders /s/ Dudley D. Wooley Director July 22, 2026Dudley D. Wooley /s/ Camille S. Young Director July 22, 2026Camille S. Young
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Exhibit 19.1 1 CAL-MAINE FOODS, INC. INSIDER TRADING POLICY AND RELATED MATTERS 1. General Applicability of Policy This Policy applies to all transactions in the securities of Cal -Maine Foods, Inc. and its direct and indirect subsidiaries(collectively, the “Company”), including all classes of stock, options for all classes of stock and any other securities the Company may issue from time to time, such as preferred stock, restricted stock, restricted stock units, warrants and convertibledebentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company, such asexchang e-traded options (“Company’s securities”). Except as otherwise stated below, the Policy applies to such securities regardless of whether they are held in a brokerage account, a KSOP or similar account, through an employee stock purchaseplan or otherwise. Transactions subject to this Policy include purchases, sales and gifts. The Policy also applies to transactionsin the securities of other companies in certain circumstances as set forth below. The Policy applies to all officers of the Company, all member s of the Company’s Board of Directors, and all employees of, and consultants and contractors to, theCompany. This group of people, and members of their immediate families, members of their households, and their controlledentities, are referred to in this Policy as “Insiders.” For purposes of this Policy, “immediate family” means any family members whose transactions in the Company’s securities are directed by an Insider or subject to an Insider’s influence or control, and “controlled entities” means any entity whentransactions in the Company’s securities by the entity are directed by an Insider or subject to an Insider’s influence or control. Insiders are responsible for transactions in the Company’s securities of immediate family, members of their households and oftheir controlled entities and therefore should make them aware of the need to confer with the Insider before transacting in the Company’s securities. In addition to the requirements of this Policy for all Insiders, this Policy contains additional requirements for the named individuals and individuals holding certain positions who are notified by the Company of such additional requirements asdescribed further below. 2. Statement of Policy 2.1. Transacting on Material Nonpublic Information. No Insider shall engage in any transaction involving a purchase, sale or gift of the Company’s securities, including any offer to purchase or offer to sell, during any periodcommencing with the date that he or she possesses or is aware of Material Nonpublic Information (defined below) concerningthe Company, and ending at the time the information has been publicly disclosed for one full Trading Day, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which nationalstock exchanges and the Nasdaq Stock Market (“Nasdaq”) are open for trading. This restriction on transacting does not applyto transactions made under a plan adopted pursuant to Securities and Exchange Commission (“SEC”) Rule 10b5 -1(c) (17 C.F.R. § 240.10b5 -1(c)) (“Rule 10b5-1(c)”) and approved in writing by the Company (an “approved Rule 10b5 -1 plan”). 2.2. Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members and other employees) nor shall such Insider make recommendations or express opinions on the basis ofMaterial Nonpublic Information as to transactions in the Company’s securities. 2.3. Confidentiality of Nonpublic Information. Nonpublic Information relating to the Company is the propertyof the Company and the unauthorized disclosure of such information is forbidden. In the event any Insider receives any inquiryfrom outside the Company, such as from a stock analyst, for information (particularly financial results and/or projections) that may involve Material Nonpublic Information, the inquiry should be referred to the Company’s Disclosure Committee which isresponsible for coordinating and overseeing the release of such information to the public, shareholders, analysts and others incompliance with applicable laws and regulations. 2.4. Applicability of Policy to Material Nonpublic Information Regarding Other Companies. This Policyalso applies to Material Nonpublic Information relating to other companies (a) with which the Company does business or (b) that are involved in a potential transaction or business relationship with the Company, when that information is obtained in thecourse of employment with, or the performance of services to or on behalf of, the Company. Civil and criminal penalties, andtermination of employment, may result from transacting on or “tipping” Material Nonpublic Information regarding such other companies. All officers, directors, employees, consultants and contractors should treat Material Nonpublic Information aboutsuch other companies with the same care required with respect to information related directly to the Company.
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Exhibit 19.1 2 2.5. Application to the Company. It is the policy of the Company that the Company will not engage intransactions in the Company’s securities in violation of applicable securities laws. 3. Potential Criminal and Civil Liability and/or Disciplinary Action 3.1. Liability for Insider Trading. Pursuant to federal and state securities laws, Insiders may be subject tocriminal and civil fines and penalties as well as imprisonment for engaging in transactions in the Company’s securities at a timewhen they have knowledge of Material Nonpublic Information regarding the Company and for engaging in transactions in another company’s securities when they have knowledge of Material Nonpublic Information regarding such other companygained through their service to or on behalf of the Company. 3.2. Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonlyreferred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or regardinganother company gained through their service to or on behalf of the Company, or to whom they have made recommendations or expressed opinions on the basis of such information as to transacting in the Company’s or such other company’s securities. Criminal and civil fines and penalties and imprisonment have been imposed even when the disclosing person did not profitfrom the transaction. The stock exchanges and securities regulatory authorities use sophisticated electronic surveillance techniques to uncover insider trading. 3.3. Possible Disciplinary Actions. Employees of the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentiveplans or termination of employment. 4. Transaction Guidelines and Requirements 4.1. Black-Out Periods and Transaction Window. (a) Quarterly Black -Out Period. The period beginning at the close of market on the last Trading Daypreceding the last week of each fiscal quarter and ending at the time the financial results for that quarter have been publicly disclosed for one full Trading Day is a particularly sensitive period of time for transactions in the Company’s stock from theperspective of compliance with applicable securities laws. This sensitivity is due to the fact that there often exists MaterialNonpublic Information about the exp ected financial results for the quarter during that period. Accordingly, this period of time is referred to as a “quarterly black -out” period. All Insiders who have been notified that they are subject to the quarterly black-out period are prohibited from transacting during such period. These restrictions on transactions do not apply to transactionsmade under an approved Rule 10b5 -1 plan. (b) Mandatory Transaction Window. To ensure compliance with this Policy and applicable federal andstate securities laws, the Company requires that all individuals who have been notified that they are subject to the quarterly black -out periods refrain from conducting transactions involving the purchase, sale or gift of the Company’s securities otherthan during the period (the “transaction window”) commencing at the time the financial results for the preceding fiscal quarteror year have been publicly disclosed for one full Trading Day and continuing until the close of the market on the last Trading Day preceding the last week of the then fiscal quarter. This restriction on transactions does not apply to transactions madeunder an approved Rule 10b5 -1 plan. (c) Event-Specific Black-Out Period. From time to time, the Company may also prohibit directors,officers and potentially a larger group of employees, consultants and contractors from transacting in securities of the Companybecause of material developments known to the Company and not yet disclosed to the public. In such event, directors, officers and such employees, consultants and contractors may not engage in any transaction involving the purchase, sale or gift of theCompany’s securities and should not disclose to others the fact of such event -specific black -out period. This restriction doesnot apply to transactions made under an approved Rule 10b5 plan. The Company would re-open the transaction window at the time the information has been publicly disclosed for one full Trading Day, or at such time as the information is no longermaterial. The prohibition against transacting during a quarterly or event -specific black -out period encompasses the fulfillment of “limitorders” by any broker, and the brokers with whom any such limit order is placed must be so instructed at the time it is place d. It should be noted that even during the transaction window, any person possessing Material Nonpublic Information concerningthe Company, whether or not subject to the quarterly black -out period and transaction window, should not engage in anytransactions in the Company’s securities until such information has been known publicly for one full Trading Day , whether or not the Company has recommended a suspension of transactions to that person. This restriction does not apply to transactions
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Exhibit 19.1 3 made under an approved Rule 10b5 -1 plan. Transacting in the company’s securities during the transaction window shouldnot be considered a “safe harbor,” and all Insiders should use good judgment at all times. 4.2. Pre-Clearance of Transactions. The Company has determined that all executive officers and directors ofthe Company and certain other key persons identified by the Company from time to time and who have been notified that they have been so identified must refrain from transacting in the Company’s securities, even during the transaction window, withoutfirst complying with the Company’s “pre-clearance” process. Each such person should contact the Company’s Chief FinancialOfficer prior to commencing any transaction in the Company’s securities. The Chief Financial Officer will consult as necessary with senior management and/or counsel to the Company before clearing any proposed transaction. Although an Insider wishingto transact pursuant to an approved Rule 10b5 -1 plan need not seek preclearance from the Company’s Chief Financial Officerbefore each transaction takes place, such an insider must obtain Comp any approval of the proposed Rule 10b5 -1 plan before it is adopted . 4.3. Individual Responsibility. Every Insider has the individual responsibility to comply with this Policy against insider trading. An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities even ifhe or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insiderbelieves he or she may suffer an economic loss or forego anticipated profit by waiting. 5. Definition of Material Nonpublic Information Information is “material” if there is a substantial likelihood that a reasonable investor would consider the information importantin deciding whether to purchase, sell or hold a security, or if there is a substantial likelihood that the information would beviewed by a reasonable investor as significantly altering the total mix of publicly available information about the Company. Any information that could reasonably be expected to affect the market price of a security is likely to be considered material.This determination is made based on the facts and circumstances of each particular situation and is often evaluated byenforcement personnel with the benefit of hindsight. There are various categories of information that are particularly sensitive and, as a general rule, should be considered material. Examples of such information include: ● Financial results ● Known but unannounced future earnings or losses ● News of a pending or proposed merger, or acquisition ● News of the disposition or acquisition of significant assets or opening or closing of a significant business operation ● Significant developments related to intellectual property ● Significant developments involving corporate relationships ● Changes in dividend policy ● Stock splits ● New equity or debt offerings ● Significant litigation exposure due to actual or threatened litigation ● Significant cybersecurity incidents Either positive or negative information may be material. The above list is not exclusive and many other types of information may be considered material, depending on the circumstances. The probability of whether an event will or will not occur, alongwith the magnitude of the potential event, affects the determination of whether it is materia l. Nonpublic information is information that has not been previously disclosed to the general public and is otherwise not availableto the general public. For information to be considered public, it must be widely disseminated in a manner making it generally
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Exhibit 19.1 4 available to investors, including through the issuance of a press release or a filing with the SEC. In addition, even after a publicannouncement of material information, a reasonable period of time must elapse in order for the market to absorb and react to the information. Generally, Insiders should not engage in any transactions in the Company’s securities until such informationhas been known publicly for at least one full Trading Day. Insiders with questions concerning whether particular information is Material Nonpublic Information may consult with theirsupervisor or the Company’s general counsel. 6. Exceptions to this Policy For purposes of this Policy, the Company considers that the exercise of stock options or similar equity awards for cash under any Company equity incentive plan, the use of shares delivered or withheld from the exercise to cover the cost of the optionexercise or to cover the satisfaction of tax withholding obligations, and the purchase of shares pursuant to any Companyemployee stock purchase plan (but not the sale or gift of any shares issued upon such exercise or purchase, not a cashless exercise (accomplished by a sale of a portion of the shares issued upon exercise of an option), and not any other market sale forthe purpose of generating cash to pay the exercise price or taxes) are exempt from this Policy. The transaction restrictions under this Policy do not apply to the grant or award of options, restricted stock, restricted stockunits or stock application rights by the Company. The transaction restrictions under this Policy do not apply to the vesting,cancellation or forfeiture of stock options, restricted stock, restricted stock units or stock appreciation rights in accordance with the applicable plans and agreements. However, the transaction restrictions do apply to any subsequent transactions in suchsecurities and to any sale or gift of Companysecurities received upon the settlement of any restricted stock unit or similaraward. The Company may withhold shares to cover taxes due upon vesting. The Policy does not apply to the purchase of Company stock in the Company’s KSOP resulting from periodic contributions ofmoney to the plan pursuant to payroll deduction elections. The Policy does apply to certain elections that may be made under the KSOP, including (a) an election to increase or decrease the percentage of periodic contributions to the KSOP based on thepayroll contribution election that will be allocated to Company stock; (b) an election to make an intra-plan transfer of anexisting account balance into or out of Company stock; (c) an election to borrow against a KSOP account if the loan will result in liquidation of stock in the Company Stock Accounts; and (d) an election to prepay a KSOP loan if the prepayment will resultin the allocation of the loan proceeds to any Company Stock Accounts. Any purchase of the Company’s securities from the Company or sales of the Company’s securities to the Company are notsubject to this Policy. Transactions made pursuant to and in compliance with an approved Rule 10b5 -1 plan are not subject to the transactionrestrictions in this Policy. 7. Special Situations 7.1. Section 16 and Rule 144 Restrictions and Reporting for Directors and Certain Officers. Section 16 of the Securities Exchange Act of 1934, as amended (“Section 16”), and Rule 144 under the Securities Act of 1933, as amended(“Rule 144”) impose additional transaction restrictions and reporting obligations on directors, certain officers and certainprincipal stockholders. The Company will notify its directors and officers subject to these additional restrictions and reporting requirements and provide additional information regarding compliance. Some transactions that are not subject to restrictions under this Policy may nevertheless be subject to Section 16 and Rule 144, so in addition to this Policy, directors and notified officers should consult the additional information provided by the Companybefore transacting in the Company’s securities. 7.2. Short Sales. While employees who are not executive officers and directors are not prohibited by law fromengaging in short sales of the Company’s securities, the Company believes it is inappropriate for employees to engage in suchtransactions and therefore strongly discourages all employees from such activity. 7.3. Hedging and Other Derivative Transactions. Hedging or monetization transactions can be accomplishedthrough a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, publicly traded options, collars and exchange funds. Such transactions may permit a director, officer or employeeto continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks andrewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Therefore, Insiders are prohibited from engaging in any such transactions.
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Exhibit 19.1 5 7.4. Margin Accounts and Pledging Transactions. Securities held in a margin account as collateral for amargin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale orforeclosure sale may occur at a time when the pledgor is aware of Material Nonpublic Information or otherwise is not permittedto transact in the Company’s securities, persons subject to this Policy are prohi bited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan, except (1) for those Company securitiesheld in a margin account or otherwise pledged as collateral for a loan as of July 23, 2024 and (2) pledges of the Company’ssecurities as collateral for a loan (not including margin debt) when the person demonstrates to the Company the financial capacity to repay the loan without resorting to the pledged securities, with the prior approval of the Company. 8. Adoption and Amendment This Policy was adopted by the Board of Directors of Cal -Maine Foods, Inc. effective March 31, 2026 and supersedes previousversions of the policy. This Policy may be amended from time to time in the discretion of the Company.
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1 Exhibit 21 Subsidiaries of Cal-Maine Foods, Inc. Name of Subsidiary Place of Incorporation or Organization Percentage of Outstanding Stock orOwnership Interest Held by Registrant American Egg Products, LLC Georgia 100% Texas Egg Products, LLC Texas 100% Benton County Foods, LLC Arkansas 100% MeadowCreek Foods, LLC Mississippi 100% Cal-Maine Real Estate LLC Mississippi 100% Eggcellent Insurance Company, LLC Vermont 100% Crepini Foods, LLC Delaware 51% Echo Lake Foods, LLC Delaware 100% ELT, LLC Wisconsin 100% Echo Lake Huntington 435, LLC Wisconsin 100% Blue Grass Real Estate Company, LLC Wisconsin 100% Echo Yorkville, LLC Wisconsin 100% Xenitel, LLC Delaware 100% Echo Lake Huntington, LLC Delaware 100%
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1 Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333 -180470) of Cal-Maine Foods, Inc. pertaining to the Cal-Maine Foods, Inc. KSOP and the Registration Statement (Form S-8 No. 333 -252069)pertaining to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, of our reports dated July 22, 2026 , relating to the consolidated financial statements and financial statement schedules, and the effectiveness of Cal-Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting, which appear in the Annual Report to Stockholders,which is incorporated by reference in this Annual Report on Form 10-K. /s/ Frost, PLLC Little Rock, ArkansasJuly 22, 2026
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1 Exhibit 31.1 Certification Pursuant to Rule 13a -14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Sherman L. Miller, certify that: 1. I have reviewed this Annual Report on Form 10-K of Cal-Maine Foods, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present inall material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ Sherman L. Miller Sherman L. Miller President and Chief Executive Officer Date: July 22, 2026
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1 Exhibit 31.2 Certification Pursuant to Rule 13a -14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Max P. Bowman, certify that 1. I have reviewed this Annual Report on Form 10-K of Cal-Maine Foods, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize andreport financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting. /s/ Max P. Bowman Max P. Bowman Vice President and Chief Financial Officer Date: July 22, 2026
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1 Exhibit 32 Certifications Pursuant to 18 U.S.C. §1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Cal-Maine Foods, Inc. (the “Company”),hereby certify, based on our knowledge, that the Annual Report on Form 10-K of the Company for the fiscal year ended May 30, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results ofoperatio ns of the Company. /s/ Sherman L. Miller Sherman L. Miller President and Chief Executive Officer /s/ Max P. Bowman Max P. Bowman Vice President and Chief Financial Officer Date: July 22, 2026