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    SEC Form 10-Q filed by Cal-Maine Foods Inc.

    10/1/25 6:16:35 AM ET
    $CALM
    Farming/Seeds/Milling
    Consumer Staples
    Get the next $CALM alert in real time by email
    calm-20250830
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calm:StateOfOklahomaVCalMaineFoodsIncDbaWatershedPollutionLitigationMemberMember 2025-07-09 2025-07-09 0000016160 calm:StateOfOklahomaVCalMaineFoodsIncDbaWatershedPollutionLitigationMemberMember 2025-06-01 2025-08-30 0000016160 calm:BentonCountyFoodsMember 2025-08-30 iso4217:USD xbrli:pure xbrli:shares iso4217:USD xbrli:shares dummy:Layers dummy:pullet_and_breeder dummy:Item
     
     
     
    Index
    1
    UNITED STATES
     
    SECURITIES AND EXCHANGE COMMISSION
    Washington,
     
    DC
     
    20549
    FORM
    10-Q
     
    ☑
     
    Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     
    Act of 1934
    For the quarterly period ended
    August 30, 2025
     
    or
    ☐
     
    Transition report pursuant to Section 13 or 15(d)
     
    of the Securities Exchange Act of 1934
    For 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
    ,
    Mississippi
     
    39157
     
    (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 share
    CALM
    The
    NASDAQ
     
    Global Select Market
    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
     
    Act of 1934
     
    during the preceding
     
    12 months (or
     
    for such
     
    shorter period that
     
    the registrant was
     
    required to
    file such reports), and (2) has been subject to 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
     
    Rule 405
     
    of Regulation
     
    S-T (§232.405
     
    of this
     
    chapter) during
     
    the preceding
     
    12 months
     
    (or for
     
    such shorter
     
    period
    that the registrant was required to submit 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
    reporting
     
    company,
     
    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
     
    for
     
    complying
     
    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 is a shell company (as defined
     
    in Rule 12b-2 of the Exchange Act).
    Yes
    ☐
     
    No
    ☑
    There were
    48,499,606
     
    shares of Common Stock, $0.01 par value, outstanding as of October 1, 2025.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    2
    INDEX
     
     
     
     
    Page Number
    Part I.
     
     
    Financial Information
     
     
     
     
     
     
     
    Item 1.
     
    Financial Statements
     
     
     
     
     
     
     
     
     
    Condensed Consolidated Balance Sheets -
     
    August 30, 2025 and May 31, 2025
     
    3
     
     
     
     
     
     
    Condensed Consolidated Statements of Income -
    Thirteen Weeks Ended August 30, 2025 and August 31, 2024
     
    4
     
     
     
     
     
     
    Condensed Consolidated Statements of Comprehensive Income -
    Thirteen Weeks Ended August 30, 2025 and August 31, 2024
     
    5
     
     
     
     
     
     
    Condensed Consolidated Statements of Cash Flows -
     
    Thirteen Weeks Ended August 30, 2025 and August 31, 2024
     
    6
     
     
     
     
     
     
    Notes to Condensed Consolidated Financial Statements
     
    7
     
     
     
     
    Item 2.
     
    Management’s Discussion and Analysis of
     
    Financial Condition and Results of Operations
     
    17
     
     
     
     
    Item 3.
    Quantitative and Qualitative Disclosures About Market Risk
    27
    Item 4.
     
    Controls and Procedures
     
    27
     
     
     
     
    Part II.
     
     
    Other Information
     
     
     
     
     
    Item 1.
     
    Legal Proceedings
     
    28
     
     
     
     
    Item 1A.
     
    Risk Factors
     
    28
     
     
     
     
    Item 2.
     
    Unregistered Sales of Equity Securities and Use of Proceeds
     
    28
     
     
     
     
    Item 5.
     
    Other Information
     
    28
    Item 6.
     
    Exhibits
     
    29
     
     
     
     
    Signatures
     
     
     
    30
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    3
    PART
     
    I.
     
    FINANCIAL
    INFORMATION
    ITEM 1.
     
    FINANCIAL STATEMENTS
    Cal-Maine Foods, Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets
    (In thousands, except for par value amounts)
     
    (Unaudited)
     
    August 30, 2025
    May 31, 2025
    Assets
    Current assets:
    Cash and cash equivalents
    $
    251,920
    $
    499,392
    Investment securities available-for-sale
    1,001,475
    892,708
    Trade and other receivables, net
    242,848
    259,304
    Income tax receivable
    3,073
    13,057
    Inventories
    328,429
    295,670
    Prepaid expenses and other current assets
    19,109
    7,979
    Total current
     
    assets
    1,846,854
    1,968,110
    Property, plant &
     
    equipment, net
    1,195,545
    1,026,684
    Investments in unconsolidated entities
    10,905
    11,095
    Goodwill
    75,815
    46,776
    Intangible assets, net
    50,444
    15,157
    Other long-term assets
    16,829
    16,797
    Total Assets
    $
    3,196,392
    $
    3,084,619
    Liabilities and Stockholders’ Equity
    Current liabilities:
    Accounts payable
    $
    108,771
    $
    101,033
    Accrued wages and benefits
    26,328
    60,263
    Income taxes payable
    40,386
    —
    Dividends payable
    66,457
    114,163
    Accrued expenses and other liabilities
    28,009
    32,912
    Total current
     
    liabilities
    269,951
    308,371
    Other noncurrent liabilities
    55,575
    55,582
    Deferred income taxes, net
    168,949
    154,651
    Total liabilities
    494,475
    518,604
    Commitments and contingencies - see Note 10
    —
    —
    Stockholders’ equity:
    Common stock ($
    0.01
     
    par value) - authorized
    120,000
     
    shares, issued
    75,061
     
    shares
    751
    751
    Paid-in capital
    82,134
    80,845
    Retained earnings
    2,698,811
    2,565,928
    Accumulated other comprehensive income (loss), net of tax
    954
    (1,007)
    Common stock in treasury at cost –
    26,561
     
    shares at August 30, 2025 and
    26,567
    shares at May 31, 2025
    (85,891)
    (85,893)
    Total Cal-Maine Foods,
     
    Inc. stockholders’ equity
    2,696,759
    2,560,624
    Noncontrolling interest in consolidated entity
    5,158
    5,391
    Total stockholders’
     
    equity
    2,701,917
    2,566,015
    Total Liabilities and Stockholders’
     
    Equity
    $
    3,196,392
    $
    3,084,619
    See Notes to Condensed Consolidated Financial Statements.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    4
    Cal-Maine Foods, Inc. and Subsidiaries
    Condensed Consolidated Statements of Income
    (In thousands, except per share amounts)
    (Unaudited)
     
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Net sales
    $
    922,602
    $
    785,871
    Cost of sales
    611,288
    538,653
    Gross profit
    311,314
    247,218
    Selling, general and administrative
    69,514
    61,932
    (Gain) loss on involuntary conversions
    (7,488)
    146
    (Gain) loss on disposal of fixed assets
    104
    (1,817)
    Operating income
    249,184
    186,957
    Other income (expense):
    Interest income, net
    12,850
    9,785
    Other, net
    1,231
    1,211
    Total other income, net
    14,081
    10,996
    Income before income taxes
    263,265
    197,953
    Income tax expense
    64,158
    48,363
    Net income
    199,107
    149,590
    Less: Loss attributable to noncontrolling interest
    (233)
    (386)
    Net income attributable to Cal-Maine Foods, Inc.
    $
    199,340
    $
    149,976
    Net income per common share:
    Basic
    $
    4.13
    $
    3.08
    Diluted
    $
    4.12
    $
    3.06
    Weighted average
     
    shares outstanding:
    Basic
    48,281
    48,761
    Diluted
    48,424
    48,932
    See Notes to Condensed Consolidated Financial Statements.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    5
    Cal-Maine Foods, Inc. and Subsidiaries
    Condensed Consolidated Statements of
    Comprehensive Income
    (In thousands)
    (Unaudited)
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Net income
    $
    199,107
    $
    149,590
    Other comprehensive income, before tax:
    Unrealized holding gain on available-for-sale securities, net of reclassification
    adjustments
    2,586
    1,715
    Income tax expense related to items of other comprehensive income
    (625)
    (416)
    Other comprehensive income, net of tax
    1,961
    1,299
    Comprehensive income
    201,068
    150,889
    Less: Comprehensive loss attributable to the noncontrolling interest
    (233)
    (386)
    Comprehensive income attributable to Cal-Maine Foods, Inc.
    $
    201,301
    $
    151,275
    See Notes to Condensed Consolidated Financial Statements.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    6
    Cal-Maine Foods, Inc. and Subsidiaries
    Condensed Consolidated Statements of Cash Flows
    (In thousands)
    (Unaudited)
     
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Cash flows from operating activities:
    Net income
    $
    199,107
    $
    149,590
    Depreciation and amortization
    29,663
    22,048
    Deferred income taxes
    13,682
    (14,605)
    Other adjustments, net
    36,152
    (39,581)
    Net cash provided by operations
    278,604
    117,452
    Cash flows from investing activities:
    Purchases of investment securities
    (270,315)
    (202,196)
    Sales and maturities of investment securities
    181,145
    209,673
    Acquisition of businesses, net of cash acquired
    (275,291)
    (111,521)
    Purchases of property,
     
    plant and equipment
    (45,302)
    (35,773)
    Net proceeds from disposal of property,
     
    plant and equipment
    49
    3,946
    Net cash used in investing activities
    (409,714)
    (135,871)
    Cash flows from financing activities:
    Payments of dividends
    (114,163)
    (37,758)
    Purchase of common stock by treasury
    (18)
    (34)
    Net cash used in financing activities
    (114,181)
    (37,792)
    Net change in cash, cash equivalents and restricted cash
    (245,291)
    (56,211)
    Cash, cash equivalents and restricted cash at beginning of period
    499,392
    237,878
    Cash, cash equivalents and restricted cash at end of period
    $
    254,101
    $
    181,667
    See Notes to Condensed Consolidated Financial Statements.
    Index
    7
    Cal-Maine Foods, Inc. and Subsidiaries
    Notes to Condensed Consolidated Financial Statements
    (Unaudited)
    Note 1 - Summary of Significant Accounting Policies
    Basis of Presentation
    The unaudited
     
    condensed consolidated
     
    financial statements
     
    of Cal-Maine
     
    Foods, Inc.
     
    and its subsidiaries
     
    (“Cal-Maine Foods,”
    the
     
    “Company,”
     
    “we,”
     
    “us,”
     
    “our”)
     
    have
     
    been
     
    prepared
     
    in
     
    accordance
     
    with
     
    the
     
    instructions
     
    to
     
    Form
     
    10-Q
     
    and
     
    Article
     
    10
     
    of
    Regulation S-X and in accordance
     
    with generally accepted accounting principles
     
    in the United States of America
     
    (“GAAP”) for
    interim financial
     
    reporting and
     
    should be
     
    read in
     
    conjunction with
     
    our Annual
     
    Report on
     
    Form 10-K
     
    for the
     
    fiscal year
     
    ended
    May
     
    31,
     
    2025
     
    (the
     
    “2025
     
    Annual
     
    Report”).
     
    These
     
    statements
     
    reflect
     
    all
     
    adjustments
     
    that
     
    are,
     
    in
     
    the
     
    opinion
     
    of
     
    management,
    necessary
     
    to
     
    a
     
    fair
     
    statement
     
    of
     
    the
     
    results
     
    for
     
    the
     
    interim
     
    periods
     
    presented
     
    and,
     
    in
     
    the
     
    opinion
     
    of
     
    management,
     
    consist
     
    of
    adjustments
     
    of a
     
    normal recurring
     
    nature. Operating
     
    results for
     
    the interim
     
    periods are
     
    not necessarily
     
    indicative
     
    of operating
    results for the entire fiscal year.
    Fiscal Year
    The Company’s
     
    fiscal year ends on
     
    the Saturday closest to
     
    May 31. Each of
     
    the three-month periods
     
    ended on August 30, 2025
    and August 31, 2024 included
    13
     
    weeks.
    Use of Estimates
    The
     
    preparation
     
    of the
     
    condensed
     
    consolidated
     
    financial
     
    statements
     
    in
     
    conformity
     
    with GAAP
     
    requires
     
    management
     
    to
     
    make
    estimates
     
    and
     
    assumptions
     
    that
     
    affect
     
    the
     
    amounts
     
    reported
     
    in
     
    the
     
    condensed
     
    consolidated
     
    financial
     
    statements
     
    and
    accompanying notes. Actual results could differ from those estimates.
    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 holders
     
    of its
     
    Common Stock
     
    (and, prior
     
    to its
     
    conversion
     
    to Common
     
    Stock on
    April
     
    14,
     
    2025
     
    Class
     
    A
     
    Common
     
    Stock)
     
    on
     
    a
     
    quarterly
     
    basis
     
    for
     
    each
     
    quarter
     
    for
     
    which
     
    the
     
    Company
     
    reports
     
    net
     
    income
    attributable
     
    to
     
    Cal-Maine
     
    Foods,
     
    Inc.,
     
    computed
     
    in
     
    accordance
     
    with
     
    GAAP
     
    in
     
    an
     
    amount
     
    equal
     
    to
    one-third
     
    (1/3)
     
    of
     
    such
    quarterly
     
    net
     
    income.
     
    Dividends are
     
    paid
     
    to stockholders
     
    of record
     
    as of
     
    the 60th
     
    day
     
    following
     
    the last
     
    day
     
    of
     
    such quarter,
    except for
     
    the fourth
     
    fiscal quarter.
     
    For the
     
    fourth quarter,
     
    the Company
     
    pays dividends
     
    to stockholders
     
    of record
     
    on the
     
    65th
    day after
     
    the quarter
     
    end. Dividends
     
    are payable
     
    on the
     
    15th day
     
    following the
     
    record date.
     
    Following a
     
    quarter for
     
    which the
    Company
     
    does
     
    not
     
    report
     
    net
     
    income
     
    attributable
     
    to
     
    Cal-Maine
     
    Foods,
     
    Inc.,
     
    the
     
    Company
     
    will
     
    not
     
    pay
     
    a
     
    dividend
     
    for
     
    a
    subsequent profitable
     
    quarter until the
     
    Company is
     
    profitable on
     
    a cumulative
     
    basis computed
     
    from the
     
    date of the
     
    most recent
    quarter for which a dividend was paid. The dividend policy is subject to periodic
     
    review by the Board.
    Revenue Recognition
    The Company recognizes revenue through the sale of its products
     
    to customers through retail, foodservice and other distribution
    channels.
     
    The
     
    majority
     
    of
     
    the
     
    Company’s
     
    revenue
     
    is
     
    derived
     
    from
     
    agreements
     
    or
     
    contracts
     
    with
     
    customers
     
    based
     
    upon
     
    the
    customer
     
    ordering
     
    its
     
    products
     
    with
     
    a
     
    single
     
    performance
     
    obligation
     
    of
     
    delivering
     
    the
     
    product.
     
    The
     
    Company
     
    believes
     
    the
    performance
     
    obligation
     
    is
     
    met
     
    upon
     
    delivery
     
    and
     
    acceptance
     
    of
     
    the
     
    product
     
    by
     
    its
     
    customers,
     
    which
     
    generally
     
    occurs
     
    upon
    shipment
     
    or delivery
     
    to a
     
    customer based
     
    on
     
    the terms
     
    of the
     
    sale. Costs
     
    paid
     
    to third
     
    party brokers
     
    to obtain
     
    agreements are
    expensed as 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
     
    the
    products.
     
    The
     
    Company
     
    periodically
     
    offers
     
    sales
     
    incentives
     
    or
     
    other
     
    programs
     
    such
     
    as
     
    rebates,
     
    discounts,
     
    coupons,
     
    volume-
    based incentives,
     
    guaranteed sales and
     
    other programs.
     
    The Company
     
    records an estimated
     
    allowance for costs
     
    associated with
    these programs, which
     
    is recorded as a
     
    reduction in revenue at
     
    the time of sale
     
    using historical trends
     
    and projected redemption
    rates
     
    of
     
    each
     
    program.
     
    The
     
    Company
     
    regularly
     
    reviews
     
    these
     
    estimates
     
    and
     
    any
     
    difference
     
    between
     
    the
     
    estimated
     
    costs
     
    and
    actual realization of these programs would be recognized
     
    in the subsequent period.
    Index
    8
     
    Business Combinations
    The Company applies the acquisition
     
    method of accounting, which
     
    requires that once control is obtained,
     
    all the assets acquired
    and liabilities assumed,
     
    including amounts
     
    attributable to noncontrolling
     
    interests, are recorded
     
    at their respective
     
    fair values at
    the
     
    date
     
    of acquisition.
     
    The
     
    excess
     
    of
     
    the
     
    purchase
     
    price
     
    over
     
    fair
     
    values
     
    of
     
    identifiable
     
    assets
     
    and
     
    liabilities
     
    is
     
    recorded
     
    as
    goodwill.
     
    We
     
    use
     
    various
     
    models
     
    and
     
    methods
     
    to
     
    determine
     
    the
     
    fair
     
    values
     
    of
     
    identifiable
     
    assets
     
    and
     
    liabilities,
     
    such
     
    as
     
    top-down
     
    and
    bottom-up
     
    approach
     
    for
     
    inventory,
     
    cost
     
    method
     
    and
     
    market
     
    approach
     
    for
     
    property,
     
    and
     
    relief-from-royalty
     
    and
     
    multi-period
    excess earnings to value
     
    intangibles. Significant estimates in
     
    valuing certain intangible assets include,
     
    but are not limited to,
     
    the
    amount and timing of future cash flows, growth rates, discount rates
     
    and useful lives.
     
    New Accounting Pronouncements and Policies
    In December
     
    2023, the
     
    Financial Accounting
     
    Standards Board
     
    (“FASB”)
     
    issued Accounting Standards
     
    Update (“ASU”)
     
    2023-
    09,
    Income Taxes
     
    (Topic
     
    740) – Improvements to
     
    Income Tax
     
    Disclosures
    . This ASU requires that an
     
    entity, on an
     
    annual basis,
    disclose
     
    additional
     
    income
     
    tax
     
    information,
     
    primarily
     
    related
     
    to
     
    the
     
    rate
     
    reconciliation
     
    and
     
    income
     
    taxes
     
    paid.
     
    The
     
    ASU
     
    is
    intended
     
    to enhance
     
    the transparency
     
    and decision
     
    usefulness of
     
    income tax
     
    disclosures. ASU
     
    2023-09
     
    is effective
     
    for annual
    periods
     
    beginning
     
    after
     
    December
     
    15,
     
    2024.
     
    The
     
    Company
     
    is
     
    currently
     
    evaluating
     
    the
     
    impact
     
    of
     
    ASU
     
    2023-09
     
    on
     
    its
    consolidated financial statement disclosures.
    In
     
    November
     
    2024,
     
    the
     
    FASB
     
    issued
     
    ASU
     
    2024-03,
    Income
     
    Statement
    —
    Reporting
     
    Comprehensive
     
    Income
    —
    Expense
    Disaggregation Disclosures
     
    (Subtopic 220-40)
    . The objective of ASU
     
    2024-03 is to improve disclosures
     
    about a public entity’s
    expenses, primarily
     
    through additional
     
    disaggregation of
     
    income statement expenses.
     
    Additionally,
     
    in January
     
    2025, the FASB
    further
     
    clarified
     
    the
     
    effective
     
    date
     
    of
     
    ASU
     
    2024-03
     
    with
     
    the issuance
     
    of ASU
     
    2025-01.
     
    ASU
     
    2024-03 is
     
    effective
     
    for
     
    annual
    periods 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
     
    currently
    evaluating 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 have
     
    a
    material impact on our consolidated financial statements.
     
     
    Index
    9
    Note 2 - Acquisition
    Acquisition of Echo Lake Foods, LLC
    Effective
    June 2, 2025
    , the Company
     
    acquired Echo
     
    Lake Foods, LLC
     
    and certain
     
    related companies
     
    (collectively “Echo
     
    Lake
    Foods”). Echo
     
    Lake Foods
     
    is based
     
    in Burlington,
     
    Wisconsin and
     
    produces, packages,
     
    markets and
     
    distributes prepared
     
    foods,
    including waffles, pancakes, scrambled eggs, frozen
     
    cooked omelets, egg patties, toast and diced eggs. The Company
     
    accounted
    for the acquisition as a business combination.
     
    Pending
     
    the
     
    finalization
     
    of
     
    the
     
    Company’s
     
    valuation,
     
    the
     
    following
     
    table
     
    summarizes
     
    the
     
    consideration
     
    paid
     
    for
     
    Echo
     
    Lake
    Foods and the amounts 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
    $
    115
    Investment securities available-for-sale
    14,147
    Accounts receivable
    31,923
    Inventories
    21,601
    Prepaid expenses and other current assets
    3,131
    Property, plant &
     
    equipment
    151,697
    Intangible assets
    36,800
    259,414
    Accounts payable and other current liabilities
    (13,047)
    Total identifiable
     
    net assets
    246,367
    Goodwill
    29,039
    $
    275,406
    Cash and
     
    accounts receivable
     
    acquired
     
    along with
     
    liabilities assumed
     
    were valued
     
    at their
     
    carrying value
     
    which approximates
    fair value 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 their
    carrying value as
     
    management believes that
     
    their carrying value
     
    best approximates their
     
    fair value. Finished
     
    goods were valued
    using both the bottom-up and top-down approach. The
     
    bottom-up approach measures the value of inventory as the value created
    by 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
     
    participant
    buyer 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 the
    tangible 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
     
    were
    valued
     
    utilizing
     
    the
     
    cost
     
    approach
     
    which
     
    is
     
    based
     
    on
     
    replacement
     
    or
     
    reproduction
     
    costs
     
    of
     
    the
     
    assets
     
    and
     
    subtracting
     
    any
    depreciation resulting from
     
    physical deterioration and/or
     
    functional or economic
     
    obsolescence. Land and
     
    buildings were valued
    utilizing 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
     
    the
    multi-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
    assets acquired.
     
    Goodwill
     
    recorded
     
    in
     
    connection
     
    with
     
    the Echo
     
    Lake
     
    Foods
     
    acquisition is
     
    primarily
     
    attributable
     
    to projected
    synergies
     
    from integrating
     
    the operations
     
    of Echo
     
    Lake Foods
     
    with the
     
    operations of
     
    the Company.
     
    The Company
     
    recognized
    goodwill of $
    29.0
     
    million as a result of the acquisition, all of which is deductible for tax purposes.
     
     
     
     
     
     
     
     
     
    Index
    10
     
    The Company
     
    recorded
     
    transaction costs
     
    of
     
    $
    594
     
    thousand and
     
    $
    6.6
     
    million
     
    in the
     
    first quarter
     
    of
     
    fiscal 2026
     
    and fiscal
     
    year
    2025, respectively,
     
    as a result of the Echo Lake Foods acquisition.
    Note 3 - Investment
    Securities Available-for-Sale
    The following
     
    represents the
     
    Company’s
     
    investment securities
     
    available-for-sale as
     
    of August
     
    30, 2025
     
    and May
     
    31, 2025
     
    (in
    thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    August 30, 2025
    Amortized
    Cost
    Unrealized
     
    Gains
    Unrealized
    Losses
    Estimated
     
    Fair Value
    Municipal bonds
    $
    22,072
    $
    68
    $
    —
    $
    22,140
    Commercial paper
    81,527
    —
    23
    81,504
    Corporate bonds
    536,273
    2,120
    —
    538,393
    Certificates of deposits
    4,960
    8
    —
    4,968
    US government and agency obligations
    245,019
    65
    —
    245,084
    Treasury bills
    109,288
    98
    —
    109,386
    Total current
     
    investment securities
    $
    999,139
    $
    2,359
    $
    23
    $
    1,001,475
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    May 31, 2025
    Amortized
     
    Cost
    Unrealized
     
    Gains
    Unrealized
    Losses
    Estimated
     
    Fair Value
    Municipal bonds
    $
    21,695
    $
    3
    $
    —
    $
    21,698
    Commercial paper
    90,880
    —
    50
    90,830
    Corporate bonds
    431,378
    130
    —
    431,508
    Certificates of deposits
    5,200
    —
    6
    5,194
    US government and agency obligations
    240,655
    —
    260
    240,395
    Treasury bills
    103,119
    —
    36
    103,083
    Total 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
     
    or
    without penalties. Contractual maturities of current investment securities
     
    at August 30, 2025 are as follows (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Estimated Fair Value
    Within one year
    $
    472,795
    1-5 years
    528,680
    Total
    $
    1,001,475
    Note 4 - Fair Value
     
    Measurements
    The Company
     
    is required
     
    to categorize
     
    both financial
     
    and nonfinancial
     
    assets and
     
    liabilities based
     
    on the
     
    following fair
     
    value
    hierarchy. 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 would
    be
     
    paid
     
    to
     
    transfer
     
    the
     
    liability
     
    to
     
    a
     
    new
     
    obligor
     
    in
     
    a
     
    transaction
     
    between
     
    such
     
    parties,
     
    not
     
    the
     
    amount
     
    that
     
    would
     
    be paid
     
    to
    settle the 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,
     
    either
    directly or indirectly,
     
    including:
    ◦
    Quoted prices for similar assets or liabilities in active markets
    ◦
    Quoted prices for identical or similar assets in non-active markets
    ◦
    Inputs other than quoted prices that are observable for the asset or liability
    ◦
    Inputs derived principally from or corroborated by other observable market
     
    data
    •
    Level 3
     
    - Unobservable inputs for the asset or liability that are
     
    supported by little or no market activity and that
     
    are
    significant to the fair value of the assets or liabilities
     
     
     
     
     
     
     
     
    Index
    11
     
     
     
    The disclosures 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 and
    liabilities
     
    that
     
    are
     
    required
     
    to
     
    be
     
    measured
     
    at
     
    fair
     
    value
     
    on
     
    a
     
    recurring
     
    basis
     
    as
     
    of
     
    August
     
    30,
     
    2025
     
    and
     
    May
     
    31,
     
    2025
     
    (in
    thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    August 30, 2025
    Level 1
    Level 2
    Level 3
    Balance
    Assets
    Municipal bonds
    $
    —
    $
    22,140
    $
    —
    $
    22,140
    Commercial paper
    —
    81,504
    —
    81,504
    Corporate bonds
    —
    538,393
    —
    538,393
    Certificates of deposits
    —
    4,968
    —
    4,968
    US government and agency obligations
    —
    245,084
    —
    245,084
    Treasury bills
    —
    109,386
    —
    109,386
    Total assets measured at fair
     
    value
    $
    —
    $
    1,001,475
    $
    —
    $
    1,001,475
    Liabilities
    Contingent consideration
    $
    —
    $
    —
    $
    21,500
    $
    21,500
    Total liabilities measured
     
    at fair value
    $
    —
    $
    —
    $
    21,500
    $
    21,500
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    May 31, 2025
    Level 1
    Level 2
    Level 3
    Balance
    Assets
    Municipal bonds
    $
    —
    $
    21,698
    $
    —
    $
    21,698
    Commercial paper
    —
    90,830
    —
    90,830
    Corporate bonds
    —
    431,508
    —
    431,508
    Certificates of deposits
    —
    5,194
    —
    5,194
    US government and agency obligations
    —
    240,395
    —
    240,395
    Treasury bills
    —
    103,083
    —
    103,083
    Total assets measured at fair
     
    value
    $
    —
    $
    892,708
    $
    —
    $
    892,708
    Liabilities
    Contingent consideration
    $
    —
    $
    —
    $
    21,500
    $
    21,500
    Total 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 or
    longer
     
    when
     
    purchased.
     
    We
     
    classified
     
    these
     
    securities
     
    as
     
    current
     
    because
     
    amounts
     
    invested
     
    are
     
    readily
     
    available
     
    for
     
    current
    operations. 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 that
    commenced on the
     
    date of the acquisition
     
    in the second
     
    quarter of fiscal
     
    2024. The fair
     
    value of the
     
    contingent consideration is
    estimated using a discounted
     
    cash flow model. Key assumptions
     
    and unobservable inputs that require
     
    significant judgment used
    in the
     
    estimate include
     
    weighted average
     
    cost of
     
    capital, egg
     
    prices, projected
     
    revenue and
     
    expenses over
     
    the period
     
    for which
    the
     
    contingent
     
    consideration
     
    is
     
    measured,
     
    and
     
    the
     
    probability
     
    assessments
     
    with
     
    respect
     
    to
     
    the
     
    likelihood
     
    of
     
    achieving
     
    the
    forecasted
     
    projections. There
     
    were
    no
     
    adjustments to
     
    the fair
     
    value of
     
    contingent consideration
     
    recorded in
     
    the thirteen
     
    weeks
    ended August 30, 2025.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    12
    Note 5 - Inventories
    Inventories consisted of the following as of August 30, 2025 and May 31,
     
    2025 (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    August 30, 2025
    May 31, 2025
    Flocks, net of amortization
    $
    168,968
    $
    166,507
    Feed and supplies
    107,165
    99,188
    Raw materials and finished goods inventory
    52,296
    29,975
    $
    328,429
    $
    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
     
    August
    30, 2025 and May
     
    31, 2025 consisted of
     
    approximately
    11.1
     
    million and
    11.5
     
    million pullets and breeders
     
    and
    48.5
     
    million and
    48.3
     
    million layers, respectively.
    Note 6 - Equity
    The following reflects equity activity for the thirteen weeks ended
     
    August 30, 2025 and August 31, 2024 (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Thirteen Weeks
     
    Ended August 30, 2025
    Cal-Maine Foods, Inc. Stockholders
    Treasury
    Paid In
    Accum. Other
    Retained
    Noncontrolling
    Amount
    Amount
    Capital
    Comp. Gain (Loss)
    Earnings
    Interest
    Total
    Balance at May 31, 2025
    $
    751
    $
    (85,893)
    $
    80,845
    $
    (1,007)
    $
    2,565,928
    $
    5,391
    $
    2,566,015
    Other comprehensive
    income, net of tax
    —
    —
    —
    1,961
    —
    —
    1,961
    Stock compensation plan
    transactions
    —
    2
    1,289
    —
    —
    —
    1,291
    Dividends ($
    1.371
     
    per share)
    —
    —
    —
    —
    (66,457)
    —
    (66,457)
    Net income (loss)
    —
    —
    —
    —
    199,340
    (233)
    199,107
    Balance at August 30, 2025
    $
    751
    $
    (85,891)
    $
    82,134
    $
    954
    $
    2,698,811
    $
    5,158
    $
    2,701,917
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Thirteen Weeks
     
    Ended August 31, 2024
    Cal-Maine Foods, Inc. Stockholders
    Class A
    Treasury
    Paid In
    Accum. Other
    Retained
    Noncontrolling
    Amount
    Amount
    Amount
    Capital
    Comp. Loss
    Earnings
    Interest
    Total
    Balance at June 1,
    2024
    $
    703
    $
    48
    $
    (31,597)
    $
    76,371
    $
    (1,773)
    $
    1,756,395
    $
    (3,104)
    $
    1,797,043
    Other comprehensive
    income, net of tax
    —
    —
    —
    —
    1,299
    —
    —
    1,299
    Stock compensation
    plan transactions
    —
    —
    (35)
    1,132
    —
    —
    —
    1,097
    Dividends ($
    1.019
     
    per
    share)
    Common
    —
    —
    —
    —
    —
    (45,075)
    —
    (45,075)
    Class A common
    —
    —
    —
    —
    —
    (4,891)
    —
    (4,891)
    Net income (loss)
    —
    —
    —
    —
    —
    149,976
    (386)
    149,590
    Balance at August 31,
    2024
    $
    703
    $
    48
    $
    (31,632)
    $
    77,503
    $
    (474)
    $
    1,856,405
    $
    (3,490)
    $
    1,899,063
    Note 7 - 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
    (and when
     
    they were
     
    outstanding shares
     
    of Class
     
    A Common
     
    Stock) outstanding.
     
    All shares
     
    of Class
     
    A Common
     
    Stock were
     
     
     
    Index
    13
     
    converted into
     
    Common Stock
     
    on April
     
    14, 2025.
     
    Diluted net
     
    income per
     
    share attributable
     
    to Cal-Maine
     
    Foods, Inc.
     
    is based
    on weighted-average
     
    shares of
     
    Common Stock
     
    outstanding during
     
    the relevant
     
    period adjusted
     
    for the
     
    dilutive effect
     
    of share-
    based awards.
     
    The
     
    following
     
    table
     
    provides
     
    a
     
    reconciliation
     
    of
     
    the
     
    numerators
     
    and
     
    denominators
     
    used
     
    to
     
    determine
     
    basic
     
    and
     
    diluted
     
    net
    income per common share attributable to Cal-Maine Foods, Inc.
     
    (amounts in thousands, except per share data):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Numerator
    Net income
    $
    199,107
    $
    149,590
    Less: Loss attributable to noncontrolling interest
    (233)
    (386)
    Net income attributable to Cal-Maine Foods, Inc.
    $
    199,340
    $
    149,976
    Denominator
    Weighted-average
     
    common shares outstanding, basic
    48,281
    48,761
    Effect of dilutive restricted shares
    143
    171
    Weighted-average
     
    common shares outstanding, diluted
    48,424
    48,932
    Net income per common share attributable to Cal-Maine Foods, Inc.
    Basic
    $
    4.13
    $
    3.08
    Diluted
    $
    4.12
    $
    3.06
    Note 8 - Stock Based Compensation
    Total
     
    stock-based compensation
     
    expense was
     
    $
    1.3
     
    million and
     
    $
    1.1
     
    million for
     
    the thirteen
     
    weeks ended
     
    August 30,
     
    2025 and
    August 31, 2024, respectively.
    Unrecognized
     
    compensation expense
     
    as a
     
    result of
     
    non-vested shares
     
    of equity-based
     
    awards outstanding
     
    under the
     
    Amended
    and
     
    Restated 2012
     
    Omnibus Long-Term
     
    Incentive
     
    Plan at
     
    August
     
    30,
     
    2025
     
    of $
    8.0
     
    million will
     
    be recorded
     
    over a
     
    weighted
    average period of
    2.0
     
    years. Refer to Part
     
    II Item 8,
     
    Notes to Consolidated
     
    Financial Statements and
     
    Supplementary Data, Note
    13 – Stock-Based Compensation in our 2025 Annual Report for further
     
    information on our stock compensation plans.
    The Company’s equity-based award
     
    activity for the thirteen weeks ended August 30, 2025 was as follows:
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Number of
    Shares
    Weighted
    Average Grant
    Date Fair Value
    Outstanding, May 31, 2025
    212,717
    $
    66.93
    Granted
    13,518
    101.14
    Vested
    (529)
    54.10
    Forfeited
    (793)
    73.93
    Outstanding, August 30, 2025
    224,913
    $
    68.99
     
     
     
     
    Index
    14
    Note 9 – Segment Reporting
    The Company has
    one
     
    operating and
    one
     
    reportable segment, which is
     
    the production, packaging, marketing
     
    and distribution of
    shell eggs,
     
    prepared foods and egg products. The Company is managed on a consolidated basis.
     
    The Company’s
     
    operating segment
     
    is determined
     
    on the
     
    basis of
     
    our organizational
     
    structure and
     
    information that
     
    is regularly
    reviewed by
     
    our Chief
     
    Operating Decision Maker
     
    (“CODM”). The
     
    Company’s
     
    CODM is Sherman
     
    Miller, President
     
    and Chief
    Executive Officer.
     
    The CODM reviews net income,
     
    which is reported on the
     
    Condensed Consolidated Statements of
     
    Income, to
    assess the
     
    performance of,
     
    and make
     
    decisions on
     
    how to
     
    allocate resources
     
    to, the
     
    segment. The
     
    CODM utilizes
     
    consolidated
    expense information
     
    regularly provided
     
    in the CODM
     
    package in
     
    order to
     
    assist with assessing
     
    performance and
     
    deciding how
    to
     
    allocate
     
    resources,
     
    which
     
    align
     
    with
     
    the
     
    consolidated
     
    expense
     
    categories
     
    as
     
    disclosed
     
    on
     
    the
     
    face
     
    of
     
    the
     
    Condensed
    Consolidated Statements
     
    of Income.
     
    The measure
     
    of segment
     
    assets is
     
    reported on
     
    the Condensed
     
    Consolidated Balance
     
    Sheet
    as Total assets.
     
    Revenue
     
    primarily
     
    derives
     
    from
     
    the
     
    sales
     
    of
     
    shell
     
    eggs,
     
    prepared
     
    foods,
     
    and
     
    egg
     
    products
     
    throughout
     
    the
     
    Unites
     
    States.
     
    The
    Company’s
     
    shell
     
    egg
     
    product
     
    offerings
     
    include
     
    specialty
     
    and
     
    conventional
     
    shell
     
    eggs.
     
    Specialty
     
    shell
     
    eggs
     
    include
     
    cage-free,
    organic,
     
    brown,
     
    free-range,
     
    pasture-raised
     
    and
     
    nutritionally
     
    enhanced
     
    eggs.
     
    Conventional
     
    shell
     
    eggs
     
    sales
     
    represent
     
    all
     
    other
    shell egg sales not sold as specialty shell eggs. The Company’s
     
    prepared foods include offerings such as pre-cooked
     
    egg patties,
    omelets,
     
    folded
     
    and
     
    scrambled
     
    egg
     
    formats,
     
    hard-cooked
     
    eggs,
     
    pancakes,
     
    waffles,
     
    and
     
    specialty
     
    wraps.
     
    Egg
     
    products
     
    include
    liquid and frozen egg products.
     
    Other sales represent feed sales, miscellaneous byproducts and resale products.
    The following table provides revenue disaggregated by product category
     
    (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Conventional shell egg sales
    $
    505,941
    $
    484,736
    Specialty shell egg sales
    283,456
    256,777
    Prepared foods
    83,936
    8,938
    Egg products
    37,107
    26,237
    Other
    12,162
    9,183
    $
    922,602
    $
    785,871
    The following table provides revenue disaggregated by sales channel
     
    (in thousands):
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Retail
    $
    739,787
    $
    669,709
    Foodservice
    152,085
    109,845
    Other
    30,730
    6,317
    $
    922,602
    $
    785,871
    Retail customers include primarily national
     
    and regional grocery store chains,
     
    club stores, and companies servicing independent
    supermarkets
     
    in
     
    the
     
    U.S.
     
    Foodservice
     
    customers
     
    include
     
    primarily
     
    companies
     
    that
     
    sell
     
    food
     
    products
     
    and
     
    related
     
    items
     
    to
    restaurants, convenience stores, healthcare and education facilities and hotels.
     
     
    Note 10 - Commitments and Contingencies
    LEGAL PROCEEDINGS
    Civil Investigative Demand
    In
     
    March
     
    2025,
     
    the
     
    Company
     
    received
     
    a
     
    Civil
     
    Investigative
     
    Demand
     
    (“CID”)
     
    from
     
    the
     
    Department
     
    of
     
    Justice
     
    (“DOJ”)
     
    in
    connection with
     
    an antitrust investigation
     
    to determine whether
     
    there is, has
     
    been or may
     
    be a violation
     
    of the antitrust
     
    laws by
    anticompetitive
     
    conduct
     
    by
     
    and
     
    among
     
    egg
     
    producers.
     
    In August
     
    2025,
     
    the
     
    Company
     
    received
     
    a
     
    subpoena
     
    from
     
    the
     
    State
     
    of
    New York
     
    requesting information
     
    and documents
     
    related to its
     
    investigation of
     
    anticompetitive conduct
     
    and high
     
    egg prices
     
    in
    the
     
    egg
     
    industry.
     
    The
     
    Company
     
    is
     
    complying
     
    with
     
    the
     
    CID
     
    and
     
    the
     
    subpoena
     
    and
     
    cooperating
     
    with
     
    the
     
    investigations.
    Index
    15
     
     
     
    Management
     
    cannot
     
    predict
     
    the
     
    eventual
     
    scope,
     
    duration
     
    or
     
    outcome
     
    of
     
    these
     
    investigations
     
    and
     
    is
     
    unable
     
    to
     
    estimate
     
    the
    amount or range of potential losses, if any,
     
    at this time.
    State of Texas
     
    v. Cal-Maine Foods, Inc. d/b/a Wharton;
     
    and Wharton County Foods, LLC
     
    On April
     
    23, 2020,
     
    the Company
     
    and its subsidiary
     
    Wharton County
     
    Foods, LLC (“WCF”)
     
    were named
     
    as defendants in
     
    State
    of
     
    Texas
     
    v.
     
    Cal-Maine
     
    Foods,
     
    Inc.
     
    d/b/a
     
    Wharton;
     
    and
     
    Wharton
     
    County
     
    Foods,
     
    LLC,
     
    Cause
     
    No.
     
    2020-25427,
     
    in
     
    the
     
    District
    Court of
     
    Harris County,
     
    Texas.
     
    The State
     
    of Texas
     
    (the “State”)
     
    asserted claims
     
    based on
     
    the Company’s
     
    and WCF’s
     
    alleged
    violation
     
    of
     
    the
     
    Texas
     
    Deceptive
     
    Trade
     
    Practices—Consumer
     
    Protection
     
    Act,
     
    Tex.
     
    Bus.
     
    &
     
    Com.
     
    Code
     
    §§
     
    17.41-17.63
    (“DTPA”).
     
    The
     
    State
     
    claimed
     
    that
     
    the
     
    Company
     
    and
     
    WCF
     
    offered
     
    shell
     
    eggs
     
    at
     
    excessive
     
    or
     
    exorbitant
     
    prices
     
    during
     
    the
    COVID-19
     
    state
     
    of
     
    emergency
     
    and
     
    made
     
    misleading
     
    statements
     
    about
     
    shell
     
    egg
     
    prices.
     
    The
     
    State
     
    sought
     
    temporary
     
    and
    permanent
     
    injunctions
     
    against
     
    the
     
    Company
     
    and
     
    WCF
     
    to
     
    prevent
     
    further
     
    alleged
     
    violations
     
    of
     
    the
     
    DTPA,
     
    along
     
    with
     
    over
    $
    100,000
     
    in damages. On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s
     
    original petition with
    prejudice. On September
     
    11, 2020,
     
    the State filed a
     
    notice of appeal,
     
    which was assigned to
     
    the Texas
     
    Court of Appeals
     
    for the
    First
     
    District.
     
    On
     
    August
     
    16,
     
    2022,
     
    the
     
    appeals
     
    court
     
    reversed
     
    and
     
    remanded
     
    the
     
    case
     
    back
     
    to
     
    the
     
    trial
     
    court
     
    for
     
    further
    proceedings. On October 31, 2022,
     
    the Company and WCF appealed
     
    the First District Court’s
     
    decision to the Supreme Court
     
    of
    Texas.
     
    On September
     
    29, 2023,
     
    the Supreme
     
    Court of
     
    Texas
     
    denied the
     
    Company’s
     
    Petition for
     
    Review and
     
    remanded to
     
    the
    trial
     
    court
     
    for
     
    further
     
    proceedings.
     
    On
     
    November
     
    30,
     
    2024,
     
    the
     
    State
     
    filed
     
    an
     
    amended
     
    petition,
     
    primarily
     
    to
     
    address
     
    a
    procedural
     
    deficiency
     
    that
     
    required
     
    the
     
    State
     
    to
     
    generally
     
    plead
     
    it
     
    was
     
    seeking
     
    monetary
     
    relief
     
    over
     
    $
    1.0
     
    million
     
    including
    restitution,
     
    civil
     
    penalties,
     
    attorney’s
     
    fees
     
    and
     
    costs.
     
    Pre-trial
     
    proceedings
     
    are
     
    progressing
     
    in
     
    accordance
     
    with
     
    the
     
    court’s
    schedule. Management believes the risk of material loss related to this matter to
     
    be remote.
    Kraft Foods Global, Inc. et al. v.
     
    United Egg Producers, Inc. et al.
     
    On September
     
    25, 2008,
     
    the Company
     
    was named
     
    as one
     
    of several
     
    defendants in
     
    numerous antitrust
     
    cases involving
     
    the U.S.
    shell
     
    egg
     
    industry.
     
    The
     
    Company
     
    settled
     
    all of
     
    these
     
    cases,
     
    except
     
    for
     
    the
     
    claims
     
    of
     
    certain
     
    plaintiffs
     
    who
     
    sought
     
    substantial
    damages
     
    allegedly
     
    arising from
     
    the purchase
     
    of egg
     
    products (as
     
    opposed
     
    to shell
     
    eggs). These
     
    remaining
     
    plaintiffs
     
    are Kraft
    Food Global,
     
    Inc., General
     
    Mills, Inc.,
     
    and Nestle
     
    USA, Inc.
     
    (the “Egg
     
    Products Plaintiffs”)
     
    and, until
     
    a subsequent
     
    settlement
    was reached as described below,
     
    The Kellogg Company.
    On September
     
    13, 2019,
     
    the case
     
    with the
     
    Egg Products
     
    Plaintiffs was
     
    remanded from
     
    a multi-district
     
    litigation proceeding
     
    in
    the
     
    United
     
    States
     
    District
     
    Court
     
    for
     
    the
     
    Eastern
     
    District
     
    of
     
    Pennsylvania,
     
    In
     
    re
     
    Processed
     
    Egg
     
    Products
     
    Antitrust
     
    Litigation,
    MDL No. 2002, to
     
    the United States District Court
     
    for the Northern District
     
    of Illinois, Kraft Foods Global,
     
    Inc. et al. v.
     
    United
    Egg
     
    Producers,
     
    Inc.
     
    et
     
    al., Case
     
    No.
     
    1:11-cv-8808,
     
    for
     
    trial. The
     
    Egg
     
    Products
     
    Plaintiffs
     
    alleged
     
    that
     
    the
     
    Company
     
    and
     
    other
    defendants
     
    violated
     
    Section
     
    1
     
    of
     
    the
     
    Sherman
     
    Act,
     
    15.
     
    U.S.C.
     
    §
     
    1,
     
    by
     
    agreeing
     
    to
     
    limit
     
    the
     
    production
     
    of
     
    eggs
     
    and
     
    thereby
    illegally
     
    to
     
    raise
     
    the
     
    prices
     
    that
     
    plaintiffs
     
    paid
     
    for
     
    processed
     
    egg
     
    products.
     
    In
     
    particular,
     
    the
     
    Egg
     
    Products
     
    Plaintiffs
     
    attacked
    certain features of
     
    the United Egg
     
    Producers 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 all
    claims against the
     
    Company for an
     
    amount that did
     
    not have a
     
    material impact on
     
    the Company’s
     
    financial condition or
     
    results
    of operations.
     
    On November
     
    11,
     
    2019, a
     
    stipulation
     
    for dismissal
     
    was filed
     
    with the
     
    court, and
     
    on March
     
    28, 2022,
     
    the court
    dismissed 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 Products
    Plaintiffs $
    17.8
     
    million in damages.
     
    On November 6,
     
    2024, the court
     
    entered a final
     
    judgement against the
     
    Company and other
    defendants,
     
    jointly
     
    and
     
    severally,
     
    totaling
     
    $
    43.6
     
    million
     
    after
     
    trebling.
     
    On
     
    December
     
    4,
     
    2024,
     
    the
     
    Company
     
    filed
     
    a
     
    renewed
    motion for 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
     
    court
     
    granted
     
    defendants’
     
    November
     
    20,
     
    2024
     
    motion
     
    to
     
    stay
     
    enforcement
     
    of
     
    the
     
    judgment
     
    and
     
    entered
     
    an
     
    agreed
     
    order
    requiring the
     
    defendants to
     
    post security
     
    during post-judgment
     
    proceedings and
     
    appeal, and
     
    stayed proceedings
     
    to enforce
     
    the
    judgment until the disposition
     
    of the post-judgment motions
     
    and ultimate appeals. On
     
    December 17, 2024, the
     
    Company posted
    a
     
    bond in
     
    the approximate
     
    amount of
     
    $
    23.9
     
    million,
     
    representing
     
    a portion
     
    of the
     
    total bond
     
    required
     
    to preserve
     
    the right
     
    to
    appeal the trial
     
    court’s
     
    decision. Another defendant
     
    posted a bond
     
    for the remaining
     
    amount. The Company
     
    intends to continue
    to vigorously defend the claims asserted by the Egg Products Plaintiffs.
    If the
     
    jury’s
     
    decision is
     
    ultimately upheld,
     
    the Company
     
    would be
     
    jointly and
     
    severally liable
     
    with other
     
    defendants for
     
    treble
    damages,
     
    or
     
    $
    43.6
     
    million,
     
    subject
     
    to
     
    credit
     
    for
     
    certain
     
    settlements
     
    with
     
    previous
     
    settling
     
    defendants,
     
    plus
     
    the
     
    Egg
     
    Product
    Plaintiffs’
     
    reasonable
     
    attorneys’
     
    fees.
     
    During
     
    our
     
    second
     
    fiscal
     
    quarter
     
    of
     
    2024,
     
    we
     
    recorded
     
    an
     
    accrued
     
    expense
     
    of
     
    $
    19.6
    million
     
    in selling,
     
    general and
     
    administrative
     
    expenses in
     
    the Company’s
     
    Condensed
     
    Consolidated Statements
     
    of Income
     
    and
    classified
     
    as
     
    other
     
    noncurrent
     
    liabilities
     
    in
     
    the
     
    Company’s
     
    Condensed
     
    Consolidated
     
    Balance
     
    Sheets.
     
    Although
     
    less
     
    than
     
    the
    bond
     
    posted
     
    by
     
    the
     
    Company,
     
    the
     
    accrual
     
    represents
     
    our
     
    estimate
     
    of
     
    the
     
    Company’s
     
    proportional
     
    share
     
    of
     
    the
     
    reasonably
    Index
    16
     
     
     
    possible ultimate damages award,
     
    excluding the Egg Product
     
    Plaintiffs’ attorneys’ fees
     
    that we believe would
     
    be approximately
    offset
     
    by
     
    the
     
    credits
     
    noted
     
    above.
     
    We
     
    have
     
    entered
     
    into
     
    a
     
    judgment
     
    allocation
     
    and
     
    joint
     
    defense
     
    agreement
     
    with
     
    the
     
    other
    defendants remaining in the
     
    case. 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.
    and
     
    Simmons
     
    Foods,
     
    Inc.,
     
    and
     
    certain
     
    of
     
    their
     
    affiliates.
     
    The
     
    State
     
    of
     
    Oklahoma
     
    claims
     
    that
     
    through
     
    the
     
    disposal
     
    of
     
    chicken
    litter the
     
    defendants polluted
     
    the Illinois
     
    River Watershed.
     
    This watershed
     
    provides water
     
    to eastern
     
    Oklahoma. The
     
    complaint
    sought
     
    injunctive
     
    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.
    purchased
    100
    %
     
    of
     
    the
     
    membership
     
    interests
     
    of
     
    Benton
     
    County
     
    Foods,
     
    LLC,
     
    which
     
    is
     
    an
     
    ongoing
     
    commercial
     
    shell
     
    egg
    operation within
     
    the Illinois
     
    River Watershed.
     
    Benton County
     
    Foods, LLC
     
    is not
     
    a defendant
     
    in the
     
    litigation. We
     
    also have
     
    a
    number of small contract producers 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 entered
    findings of
     
    fact and
     
    conclusions of
     
    law in favor
     
    of the
     
    State of
     
    Oklahoma, but
     
    no penalties
     
    were assessed.
     
    The court
     
    found the
    defendants jointly
     
    and severally
     
    liable for
     
    state law
     
    nuisance, federal
     
    common law
     
    nuisance, and
     
    state law
     
    trespass. The
     
    court
    also found
     
    the producers
     
    vicariously liable
     
    for the
     
    actions of
     
    their contract
     
    producers. On
     
    June 12,
     
    2023, the
     
    court ordered
     
    the
    parties to mediate
     
    before retired Tenth
     
    Circuit Chief Judge
     
    Deanell Reece Tacha,
     
    but the mediation
     
    was unsuccessful. On
     
    June
    26, 2024,
     
    the district
     
    court denied
     
    defendants’ motion
     
    to dismiss
     
    the case.
     
    On September
     
    13, 2024,
     
    a status
     
    hearing
     
    was held
    and the court scheduled an evidentiary
     
    hearing for December 3, 2024,
     
    to determine whether any legal
     
    remedy is available based
    on the now
     
    14-year-old record
     
    and changed
     
    circumstances of the
     
    Illinois River watershed.
     
    On June 17,
     
    2025, the court
     
    entered
    an opinion
     
    and order
     
    that found
     
    that the
     
    State satisfied
     
    its burden
     
    to show
     
    that conditions
     
    in the
     
    Illinois River
     
    watershed have
    not materially changed
     
    since the original trial
     
    and the case was
     
    not moot. On
     
    July 9, 2025, the
     
    State of Oklahoma filed
     
    its form
    of proposed
     
    final judgment
     
    and brief
     
    in support
     
    thereof seeking
     
    over $100
     
    million in
     
    total fines
     
    from all
     
    defendants, including
    approximately
     
    $
    18.2
     
    million
     
    in
     
    fines
     
    from
     
    the
     
    Company,
     
    plus
     
    attorneys’
     
    fees.
     
    On
     
    July
     
    30,
     
    2025,
     
    the
     
    Company
     
    and
     
    other
    defendants filed
     
    their form of proposed
     
    final judgment and
     
    brief in support
     
    thereof seeking no
     
    monetary fines or
     
    penalties. The
    court has not
     
    ruled on these
     
    submissions but is
     
    expected to enter
     
    a final judgment
     
    imposing fines and
     
    potentially non-monetary
    remedies,
     
    if
     
    any,
     
    in
     
    the
     
    future.
    No
     
    accrual
     
    for
     
    this
     
    legal
     
    proceeding
     
    has
     
    been
     
    recorded
     
    as
     
    of
     
    August
     
    30,
     
    2025.
     
    Based
     
    on
    information available as
     
    of September 30,
     
    2025, management expects
     
    that the ultimate
     
    resolution of this
     
    litigation will result
     
    in
    a loss to the Company, if any,
     
    that is substantially less than the amount sought from the Company by the State of
     
    Oklahoma.
    Other Matters
    In addition to
     
    the above, the Company
     
    is involved in
     
    various other claims
     
    and litigation incidental
     
    to its business. Although
     
    the
    outcome of
     
    these matters
     
    cannot be
     
    determined with
     
    certainty,
     
    management, upon
     
    the advice
     
    of counsel,
     
    is of
     
    the opinion
     
    that
    the final outcome should not have a material effect on the Company’s
     
    consolidated results of operations or financial position.
    Index
    17
    ITEM
     
    2.
     
    MANAGEMENT’S
    DISCUSSION
    AND
     
    ANALYSIS
     
    OF
     
    FINANCIAL
     
    CONDITION
     
    AND
     
    RESULTS
     
    OF
    OPERATIONS
    The following
     
    should be
     
    read in
     
    conjunction
     
    with Management’s
     
    Discussion and
     
    Analysis of
     
    Financial Condition
     
    and Results
    of Operations included
     
    in Part II Item
     
    7 of the Company’s
     
    Annual Report on
     
    Form 10-K for its
     
    fiscal year ended May
     
    31, 2025
    (the “2025 Annual Report”), and the accompanying financial statements and
     
    notes included in Part II Item 8 of the 2025 Annual
    Report and in
    Part I Item 1
     
    of this Quarterly Report on Form 10-Q (“Quarterly Report”).
    This Quarterly
     
    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,
     
    including
     
    potential
     
    future
     
    supply
     
    of
     
    and
     
    demand
     
    for
     
    our
     
    products,
     
    potential
     
    future
     
    corn
     
    and
     
    soybean
     
    price
     
    trends,
    potential future
     
    impact on our
     
    business of the
     
    resurgence in United
     
    States (“U.S.”) commercial
     
    table egg
     
    layer flocks 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 future
     
    impact on our business
     
    of
    new legislation,
     
    rules or
     
    policies, potential
     
    outcomes of
     
    legal proceedings,
     
    including loss
     
    contingency accruals
     
    and factors
     
    that
    may result
     
    in changes
     
    in the
     
    amounts recorded,
     
    other projected
     
    operating data,
     
    including anticipated
     
    results of
     
    operations
     
    and
    financial condition, and
     
    potential future cash
     
    returns to stockholders
     
    including the timing
     
    and amount of
     
    any repurchases under
    our
     
    share
     
    repurchase
     
    program.
     
    Such
     
    forward-looking
     
    statements
     
    are
     
    identified
     
    by
     
    the
     
    use
     
    of
     
    words
     
    such
     
    as
     
    “believes,”
    “intends,”
     
    “expects,”
     
    “hopes,” “may,”
     
    “should,”
     
    “plans,”
     
    “projected,”
     
    “contemplates,”
     
    “anticipates,”
     
    or
     
    similar words.
     
    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
     
    the Company
    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
     
    actual
     
    results
     
    to
     
    differ
    materially from
     
    those projected
     
    in the
     
    forward-looking statements
     
    include, among
     
    others, (i)
     
    the risk
     
    factors set
     
    forth in
     
    Part I
    Item 1A
     
    Risk Factors
     
    of our 2025
     
    Annual Report,
     
    as well as
     
    those included
     
    in other
     
    reports we
     
    file from
     
    time to
     
    time with
     
    the
    United
     
    States
     
    Securities
     
    and
     
    Exchange
     
    Commission
     
    (“SEC”)
     
    (including
     
    our
     
    Quarterly
     
    Reports
     
    on
     
    Form
     
    10-Q
     
    and
     
    Current
    Reports on Form 8-K), (ii)
     
    the risks and hazards inherent
     
    in the shell egg business (including
     
    disease, pests, weather conditions,
    and potential for product recall),
     
    including but not limited to the
     
    current outbreak of HPAI
     
    affecting poultry in the
     
    U.S., Canada
    and other countries that was first
     
    detected in commercial flocks in
     
    the U.S. in November 2023 and that
     
    first impacted our flocks
    in December 2023,
     
    (iii) changes in the
     
    demand for and market
     
    prices of shell eggs
     
    and feed costs, (iv)
     
    our ability to predict
     
    and
    meet demand for cage-free
     
    and other specialty eggs, (v)
     
    risks, changes, or obligations that could
     
    result from our recent or future
    acquisition
     
    of
     
    new
     
    flocks
     
    or
     
    businesses,
     
    such
     
    as
     
    our
     
    acquisition
     
    of
     
    Echo
     
    Lake
     
    Foods
     
    completed
     
    June
     
    2,
     
    2025,
     
    and
     
    risks
     
    or
    changes that
     
    may cause
     
    conditions to
     
    completing a
     
    pending acquisition
     
    not to
     
    be met,
     
    (vi) our
     
    ability to
     
    successfully integrate
    and
     
    manage
     
    the
     
    business
     
    of
     
    Echo
     
    Lake
     
    Foods
     
    and
     
    realize
     
    the
     
    expected
     
    benefits
     
    of
     
    the
     
    acquisition,
     
    including
     
    synergies,
     
    cost
    savings,
     
    reduction
     
    in
     
    earnings
     
    volatility,
     
    margin
     
    expansion,
     
    financial
     
    returns,
     
    expanded
     
    customer
     
    relationships,
     
    or
     
    sales
     
    or
    growth opportunities,
     
    (vii) our ability
     
    to retain existing
     
    customers, acquire
     
    new customers and
     
    grow our product
     
    mix including
    our
     
    prepared
     
    foods
     
    product
     
    offerings,
     
    (viii)
     
    the
     
    impacts
     
    and
     
    potential
     
    future
     
    impacts
     
    of government,
     
    customer
     
    and
     
    consumer
    reactions to recent high market
     
    prices for eggs, (ix) potential
     
    impacts to our business as
     
    a result of our Company
     
    ceasing to be a
    “controlled company”
     
    under the rules
     
    of The Nasdaq
     
    Stock Market on
     
    April 14, 2025,
     
    (x) risks relating
     
    to potential changes
     
    in
    inflation, interest
     
    rates and
     
    trade and
     
    tariff policies,
     
    (xi) adverse
     
    results in
     
    pending litigation
     
    and other
     
    legal matters,
     
    and (xii)
    global instability,
     
    including as a
     
    result of the
     
    war in Ukraine,
     
    the conflicts involving
     
    Israel and
     
    Iran, and attacks
     
    on shipping
     
    in
    the
     
    Red
     
    Sea.
     
    The
     
    actual
     
    timing,
     
    number
     
    and
     
    value
     
    of
     
    shares
     
    repurchased
     
    under
     
    our
     
    share
     
    repurchase
     
    program
     
    will
     
    be
    determined
     
    by management
     
    in its
     
    discretion
     
    and will
     
    depend
     
    on a
     
    number
     
    of factors,
     
    including but
     
    not limited
     
    to, the
     
    market
    price
     
    of our
     
    Common Stock
     
    and
     
    general
     
    market and
     
    economic
     
    conditions.
     
    The share
     
    repurchase
     
    program
     
    may be
     
    suspended,
    modified
     
    or
     
    discontinued
     
    at
     
    any
     
    time
     
    without
     
    prior
     
    notice.
     
    Readers
     
    are
     
    cautioned
     
    not
     
    to
     
    place
     
    undue
     
    reliance
     
    on
     
    forward-
    looking
     
    statements
     
    because,
     
    while
     
    we
     
    believe
     
    the
     
    assumptions
     
    on
     
    which
     
    the
     
    forward-looking
     
    statements
     
    are
     
    based
     
    are
    reasonable, there can
     
    be no assurance that
     
    these forward-looking statements
     
    will prove to be
     
    accurate. Further,
     
    forward-looking
    statements included herein
     
    are made only
     
    as of the respective
     
    dates thereof, or
     
    if no date
     
    is stated, as of
     
    the date hereof.
     
    Except
    as otherwise required by law,
     
    we disclaim any intent or obligation
     
    to update publicly these forward-looking
     
    statements, whether
    because of new information, future events, or otherwise.
     
    COMPANY
     
    OVERVIEW
    Cal-Maine Foods,
     
    Inc. (“Cal-Maine
     
    Foods,” the
     
    “Company,”
     
    “we,” “us,”
     
    “our”) is
     
    the largest
     
    egg company
     
    in the
     
    U.S. and
     
    a
    leading
     
    player
     
    in
     
    the
     
    egg-based
     
    food
     
    industry.
     
    With
     
    a
     
    strong
     
    national
     
    footprint,
     
    Cal-Maine
     
    Foods
     
    provides
     
    nutritious,
    affordable, and sustainable protein to millions of households every
     
    day.
     
     
    The Company’s
     
    portfolio spans the
     
    full egg value
     
    ladder—from conventional
     
    to specialty,
     
    including cage-free, organic,
     
    brown,
    free-range,
     
    pasture-raised,
     
    and
     
    nutritionally
     
    enhanced
     
    eggs—serving
     
    both
     
    retail
     
    and
     
    foodservice
     
    customers
     
    nationwide.
     
    Cal-
    Index
    18
    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®, MeadowCreek Foods®, and Crepini®.
    Our operations are fully integrated,
     
    and we have one operating and reportable
     
    segment. Our total flock as of
     
    August 30, 2025 of
    approximately
     
    48.5
     
    million
     
    layers
     
    and
     
    11.1
     
    million
     
    pullets
     
    and
     
    breeders
     
    is
     
    the
     
    largest
     
    in
     
    the
     
    U.S.
     
    We
     
    sell
     
    our
     
    products
     
    to
     
    a
    diverse group of
     
    customers, including national
     
    and regional grocery
     
    store chains,
     
    club stores, companies
     
    servicing independent
    supermarkets
     
    in
     
    the
     
    U.S.,
     
    and
     
    foodservice
     
    distributors
     
    serving
     
    restaurants,
     
    convenience
     
    stores,
     
    healthcare
     
    and
     
    education
    facilities and hotels throughout the majority of the U.S. and
     
    aim to maintain efficient, state-of-the-art operations
     
    located close to
    our customers.
    Our
     
    strategy
     
    includes
     
    three
     
    primary
     
    priorities:
     
    expanding
     
    specialty
     
    eggs
     
    and
     
    prepared
     
    foods,
     
    pursuing
     
    disciplined
     
    growth
    through acquisitions and leveraging our scale, vertical integration, operational
     
    excellence and financial strength.
     
    Our
     
    operating
     
    results
     
    are
     
    materially
     
    impacted
     
    by
     
    market
     
    prices for
     
    eggs
     
    and
     
    feed
     
    grains
     
    (corn
     
    and
     
    soybean
     
    meal),
     
    which
     
    are
    highly
     
    volatile,
     
    independent
     
    of
     
    each
     
    other,
     
    and
     
    out
     
    of
     
    our
     
    control.
     
    Generally,
     
    higher
     
    market
     
    prices
     
    for
     
    eggs
     
    have
     
    a
     
    positive
    impact on
     
    our financial
     
    results while
     
    higher market
     
    prices for
     
    feed grains
     
    have a
     
    negative impact
     
    on our
     
    financial results.
     
    Our
    pricing for
     
    shell eggs
     
    is negotiated
     
    with our
     
    customers on
     
    individual terms.
     
    We
     
    sell our
     
    shell eggs
     
    at prices
     
    based on
     
    formulas
    that take into
     
    account, in varying
     
    ways, independently
     
    quoted regional wholesale
     
    market prices for
     
    shell eggs, formulas
     
    related
    to
     
    our
     
    costs
     
    of
     
    production,
     
    such
     
    as
     
    grain-based
     
    and
     
    variations
     
    of
     
    cost-plus
     
    arrangements,
     
    or
     
    hybrid
     
    models
     
    including
     
    cost
     
    of
    production and wholesale market prices.
    The majority
     
    of our
     
    conventional eggs
     
    are priced
     
    and sold
     
    under frameworks
     
    that generally
     
    utilize market-based
     
    formulas tied
    to independently
     
    quoted regional
     
    wholesale market
     
    quotes. The
     
    majority of
     
    our specialty
     
    eggs are
     
    sold under
     
    frameworks that
    do not utilize market-based
     
    formulas, although we do
     
    have some customers that prefer
     
    market-based pricing for cage-free
     
    eggs.
    As
     
    a
     
    result,
     
    specialty
     
    egg
     
    prices
     
    typically
     
    do
     
    not
     
    fluctuate
     
    as
     
    much
     
    as
     
    conventional
     
    pricing.
     
    We
     
    do
     
    not
     
    sell
     
    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
     
    spring
     
    and
     
    early
     
    summer.
     
    Historically,
     
    shell
     
    egg
     
    prices
     
    tend
     
    to
     
    increase
     
    with
     
    the
     
    start
     
    of
     
    the
     
    school
     
    year
     
    and
     
    tend
     
    to
     
    be
    highest
     
    prior
     
    to
     
    holiday
     
    periods,
     
    particularly
     
    Thanksgiving,
     
    Christmas
     
    and
     
    Easter.
     
    Consequently,
     
    and
     
    all
     
    other
     
    things
     
    being
    equal, we would
     
    expect to experience
     
    lower selling prices, sales
     
    volumes and net
     
    income (and may incur
     
    net losses) in our
     
    first
    and
     
    fourth
     
    fiscal
     
    quarters
     
    ending
     
    in
     
    August/September
     
    and
     
    May/June,
     
    respectively.
     
    Because
     
    of
     
    the
     
    seasonal
     
    and
     
    quarterly
    fluctuations,
     
    comparisons
     
    of
     
    our
     
    sales
     
    and
     
    operating
     
    results
     
    between
     
    different
     
    quarters
     
    within
     
    a
     
    single
     
    fiscal
     
    year
     
    are
     
    not
    necessarily meaningful comparisons.
    We
     
    routinely
     
    fill
     
    our
     
    storage
     
    bins
     
    during
     
    harvest
     
    season
     
    when
     
    prices
     
    for
     
    feed
     
    ingredients
     
    are
     
    generally
     
    lower.
     
    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
     
    the
    difference
     
    between the
     
    local cash
     
    price for
     
    grain and
     
    the applicable
     
    futures price.
     
    A basis
     
    contract is
     
    a common
     
    transaction in
    the grain
     
    market 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
    advance to help ensure supply.
     
    Ordinarily, we do
     
    not enter into long-term contracts beyond a year to purchase
     
    corn and soybean
    meal
     
    or
     
    hedge
     
    against
     
    increases
     
    in
     
    the
     
    prices
     
    of
     
    corn
     
    and
     
    soybean
     
    meal.
     
    Corn
     
    and
     
    soybean
     
    meal
     
    are
     
    commodities
     
    and
     
    are
    subject
     
    to
     
    volatile
     
    price
     
    changes
     
    due
     
    to
     
    weather,
     
    various
     
    supply
     
    and
     
    demand
     
    factors,
     
    transportation
     
    and
     
    storage
     
    costs,
    speculators,
     
    agricultural, energy
     
    and trade
     
    policies in
     
    the U.S.
     
    and internationally
     
    ,
     
    and global
     
    instability that
     
    could disrupt
     
    the
    supply chain.
    An important competitive advantage
     
    for Cal-Maine Foods is
     
    our ability to meet
     
    our customers’ evolving needs
     
    with a favorable
    mix of
     
    branded and
     
    private-label products
     
    of conventional
     
    and specialty
     
    eggs, including
     
    cage-free, organic,
     
    brown, free-range,
    pasture-raised and nutritionally-enhanced eggs as well as prepared
     
    foods and egg products.
    HPAI
    Outbreaks of
     
    HPAI
     
    have continued
     
    to occur
     
    in U.S.
     
    poultry flocks.
     
    Since the
     
    HPAI
     
    outbreaks in
     
    2015, there
     
    were no
     
    reported
    significant
     
    outbreaks
     
    of
     
    HPAI
     
    in
     
    the
     
    commercial
     
    table
     
    egg
     
    layer
     
    flocks
     
    until
     
    the
     
    February
     
    –
     
    December
     
    2022
     
    time
     
    period.
    Thereafter,
     
    there were
     
    no HPAI
     
    cases affecting
     
    commercial
     
    layers until
     
    November
     
    2023. In
     
    calendar year
     
    2024,
     
    40.2 million
    commercial
     
    layer
     
    hens
     
    and
     
    pullets
     
    were
     
    depopulated
     
    due
     
    to
     
    HPAI,
     
    and
     
    in
     
    calendar
     
    year
     
    2025,
     
    an
     
    additional
     
    42.4
     
    million
    Index
    19
    commercial layer
     
    hens and
     
    pullets were depopulated
     
    due to HPAI
     
    as of
     
    September 30,
     
    2025. The
     
    United States
     
    Department of
    Agriculture
     
    (the
     
    “USDA”)
     
    reported
     
    that
     
    the
     
    estimated
     
    table-egg
     
    layer
     
    flock
     
    as
     
    of
     
    August
     
    1,
     
    2025
     
    was
     
    approximately
     
    296.9
    million, compared to
     
    301.9 million, 314.2 million,
     
    308.7 million and
     
    321.5 million as of
     
    August 1, 2024, 2023,
     
    2022 and 2021,
    respectively.
     
    HPAI
     
    is currently widespread in the wild
     
    bird population worldwide. Further,
     
    according to the U.S. Centers for Disease Control
    and
     
    Prevention
     
    (“CDC”),
     
    as
     
    of
     
    September
     
    18,
     
    2025,
     
    there
     
    were
     
    outbreaks
     
    in
     
    1,080
     
    herds
     
    of
     
    dairy
     
    cows
     
    in
     
    18
     
    states,
     
    and
     
    70
    human cases
     
    in the
     
    U.S., almost
     
    entirely among
     
    poultry and
     
    dairy workers.
     
    In 2024,
     
    one of
     
    the human
     
    cases resulted
     
    in severe
    illness
     
    after
     
    the
     
    patient
     
    was
     
    exposed
     
    to
     
    sick
     
    and
     
    dead
     
    birds
     
    in
     
    backyard
     
    flocks.
     
    The
     
    patient,
     
    who
     
    was
     
    reported
     
    to
     
    have
    underlying health
     
    conditions, died
     
    in January
     
    2025. There
     
    have been
     
    no reported
     
    cases of
     
    person-to-person
     
    spread. According
    to
     
    the
     
    CDC,
     
    the
     
    human
     
    health
     
    risk
     
    to
     
    the
     
    U.S.
     
    public
     
    from
     
    the
     
    HPAI
     
    virus
     
    is
     
    considered
     
    to
     
    be
     
    low.
     
    We
     
    remain
     
    dedicated
     
    to
    robust
     
    biosecurity
     
    programs
     
    across
     
    our
     
    locations
     
    and
     
    have
     
    invested
     
    more
     
    than
     
    $80
     
    million
     
    in
     
    biosecurity
     
    technology,
    equipment,
     
    supplies,
     
    procedures,
     
    and
     
    training
     
    across
     
    our
     
    locations since
     
    the
     
    last major
     
    HPAI
     
    outbreak
     
    in 2015.
     
    However,
     
    no
    farm is
     
    immune from
     
    HPAI.
     
    For example,
     
    during the
     
    third and
     
    fourth quarters
     
    of fiscal
     
    2024, we
     
    experienced HPAI
     
    outbreaks
    within
     
    our
     
    facilities
     
    located
     
    in
     
    Kansas
     
    and
     
    Texas,
     
    which
     
    are
     
    now
     
    fully
     
    operational.
     
    The
     
    extent
     
    of
     
    possible
     
    future
     
    outbreaks
    among U.S. commercial
     
    egg layer flocks,
     
    with heightened risk during
     
    migration seasons, cannot
     
    be predicted. According
     
    to the
    USDA, HPAI
     
    cannot be transmitted
     
    through safely handled
     
    and properly cooked
     
    eggs. There is
     
    no known risk
     
    related to HPAI
    associated with
     
    eggs that
     
    are currently
     
    in the
     
    market and
     
    no eggs
     
    have been
     
    recalled. For
     
    additional information,
     
    see the
     
    2025
    Annual
     
    Report,
     
    Part
     
    II
     
    Item
     
    7
     
    “Management’s
     
    Discussion
     
    and
     
    Analysis
     
    of
     
    Financial
     
    Condition
     
    and
     
    Results
     
    of
     
    Operations
     
    –
    HPAI.”
     
    We
     
    have taken
     
    proactive steps
     
    to help
     
    mitigate the
     
    tight egg
     
    supply situation
     
    across the
     
    country.
     
    Our efforts
     
    resulted in
     
    a 10%
    increase
     
    in our
     
    average number
     
    of layer
     
    hens (reflecting
     
    re-start of
     
    prior year
     
    facility outages
     
    and both
     
    organic
     
    and inorganic
    expansion)
     
    and
     
    a
     
    77%
     
    increase
     
    in
     
    our
     
    total
     
    chicks
     
    hatched
     
    during
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026
     
    compared
     
    to
     
    the
     
    prior-year
    quarter.
     
    Our breeder flocks increased
     
    46% as of the
     
    end of the first
     
    quarter of fiscal
     
    2026 compared to
     
    the end of
     
    the prior-year
    quarter.
     
    We
     
    also continue
     
    to invest
     
    in expansion
     
    projects within
     
    our current
     
    operations that
     
    are expected
     
    to add
     
    approximately
    1.1 million cage-free layer hens and 250,000 pullets by the end of calendar
     
    2025.
    CAGE-FREE EGGS
    Ten
     
    states
     
    have
     
    passed
     
    legislation
     
    or
     
    regulations
     
    mandating
     
    minimum
     
    space
     
    or
     
    cage-free
     
    requirements
     
    for
     
    egg
     
    production
     
    or
    mandated
     
    the
     
    sale
     
    of
     
    only
     
    cage-free
     
    eggs
     
    and
     
    egg
     
    products
     
    in
     
    their
     
    states,
     
    with
     
    implementation
     
    of
     
    these
     
    laws
     
    ranging
     
    from
    January
     
    2022
     
    to
     
    January
     
    2030.
     
    These
     
    states
     
    represent
     
    approximately
     
    27%
     
    of
     
    the
     
    U.S.
     
    total
     
    population
     
    according
     
    to
     
    the 2020
    U.S.
     
    Census.
     
    California,
     
    Massachusetts,
     
    Colorado,
     
    Michigan,
     
    Oregon,
     
    Washington,
     
    and
     
    Nevada,
     
    which
     
    collectively
     
    represent
    approximately 23% of the total estimated U.S. population,
     
    have cage-free legislation currently in effect.
    A significant number of
     
    our customers have announced
     
    goals to either exclusively offer
     
    cage-free eggs or significantly
     
    increase
    the
     
    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
     
    typically
     
    do
     
    not
     
    commit
     
    to
     
    long-term
     
    purchases
     
    of
     
    specific
     
    quantities or
    types
     
    of
     
    eggs
     
    with
     
    us,
     
    and
     
    as
     
    a
     
    result,
     
    it
     
    is
     
    difficult
     
    to
     
    accurately
     
    predict
     
    customer
     
    requirements
     
    for
     
    cage-free
     
    eggs.
     
    We
     
    are
    focused
     
    on
     
    adjusting
     
    our
     
    cage-free
     
    production
     
    capacity
     
    with
     
    a
     
    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
     
    customers
     
    to
     
    help
     
    them
     
    meet
     
    their
     
    announced
     
    goals
     
    and
    needs. We
     
    have invested significant capital
     
    in recent years to acquire
     
    and construct cage-free facilities, and
     
    we expect our focus
    for future
     
    expansion will
     
    continue to
     
    include cage-free
     
    facilities. Our
     
    volume of
     
    cage-free egg
     
    sales has
     
    continued to
     
    increase
    and
     
    account for
     
    a larger
     
    share of
     
    our product
     
    mix. Cage-free
     
    egg
     
    revenue represented
     
    approximately
     
    27.3% of
     
    our total
     
    shell
    egg revenue for the
     
    first quarter of fiscal year
     
    2026. At the same time,
     
    we understand the importance
     
    of our continued ability to
    provide
     
    conventional
     
    eggs
     
    in
     
    order
     
    to
     
    provide
     
    our
     
    customers
     
    with
     
    a
     
    variety
     
    of
     
    egg
     
    choices
     
    and
     
    to
     
    address
     
    hunger
     
    in
     
    our
    communities.
     
    For
     
    additional
     
    information,
     
    see
     
    the
     
    2025
     
    Annual
     
    Report,
     
    Part
     
    I
     
    Item
     
    1,
     
    “Business
     
    –
     
    Specialty
     
    Eggs,”
     
    “Business
     
    –
     
    Growth
    Strategy” and
     
    “Business –
     
    Government
     
    Regulation,” and
     
    the first
     
    risk factor
     
    in Part
     
    I Item
     
    1A, “Risk
     
    Factors” under
     
    the sub-
    heading “Legal and Regulatory Risk Factors.”
    ACQUISITIONS
    Effective
     
    June
     
    2,
     
    2025,
     
    the
     
    Company
     
    acquired
     
    Echo
     
    Lake
     
    Foods,
     
    LLC
     
    (formerly
     
    Echo Lake
     
    Foods,
     
    Inc.)
     
    and
     
    certain
     
    related
    companies
     
    (collectively
     
    “Echo
     
    Lake
     
    Foods”).
     
    Echo
     
    Lake
     
    Foods
     
    is
     
    based
     
    in
     
    Burlington,
     
    Wisconsin
     
    and
     
    produces,
     
    packages,
    markets and
     
    distributes prepared
     
    foods, including
     
    waffles, pancakes,
     
    scrambled eggs,
     
    frozen cooked
     
    omelets, egg
     
    patties, toast
    and
     
    diced
     
    eggs.
     
    The
     
    acquisition
     
    contributed
     
    $70.5
     
    million
     
    to
     
    prepared
     
    foods
     
    revenue
     
    and
     
    increased
     
    cost
     
    of
     
    sales
     
    by
     
    $51.7
    Index
    20
    million
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026.
     
    Integration
     
    efforts
     
    are
     
    ongoing,
     
    with
     
    synergies
     
    expected
     
    to
     
    be
     
    realized
     
    from
     
    egg
    purchasing and other operational
     
    efficiencies. The acquisition
     
    has expanded our prepared foods
     
    product line and customer base.
    See further
     
    discussion
     
    in
    Note 2 – Acquisition
     
    of the
     
    Notes to
     
    Condensed
     
    Consolidated Financial
     
    Statements included
     
    in this
    Quarterly Report.
    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 feed
    sales business
     
    located in
     
    North Carolina.
     
    The acquired
     
    assets will
     
    produce and
     
    deliver feed
     
    to our
     
    nearby shell
     
    egg production
    operations.
    During
     
    the
     
    second
     
    quarter
     
    of
     
    fiscal
     
    2025,
     
    we
     
    completed
     
    a
     
    strategic
     
    investment
     
    with
     
    Crepini
     
    LLC,
     
    establishing
     
    a
     
    new
     
    egg
    products and
     
    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
     
    new
     
    entity,
    located
     
    in
     
    Hopewell
     
    Junction,
     
    New
     
    York,
     
    operates
     
    as
     
    Crepini
     
    Foods
     
    LLC
     
    (“Crepini”).
     
    We
     
    capitalized
     
    Crepini
     
    with
    approximately
     
    $6.75 million
     
    in cash
     
    to purchase
     
    additional equipment
     
    and other
     
    assets and
     
    fund working
     
    capital in
     
    exchange
    for a 51% interest in the new venture. Crepini LLC contributed
     
    its existing assets and business in exchange for a 49% interest
     
    in
    the new venture.
    In
     
    fiscal
     
    2022,
     
    we
     
    announced
     
    a
     
    strategic
     
    investment
     
    in
     
    a
     
    new
     
    entity,
     
    MeadowCreek
     
    Food,
     
    LLC
     
    (“MeadowCreek”),
     
    which
    became a majority-owned subsidiary of the Company.
     
    During the fourth quarter of fiscal 2023, MeadowCreek
     
    began operations
    with
     
    a
     
    focus
     
    on
     
    being
     
    a
     
    leading
     
    provider
     
    of
     
    hard-cooked
     
    eggs.
     
    During
     
    the
     
    second
     
    quarter
     
    of
     
    fiscal
     
    2025,
     
    we
     
    acquired
     
    the
    remaining ownership interests in MeadowCreek and it became a wholly-owned
     
    subsidiary of the Company.
    During the
     
    first quarter
     
    of fiscal
     
    2025,
     
    we acquired
     
    substantially all
     
    the commercial
     
    shell egg
     
    production,
     
    processing and
     
    egg
    products
     
    breaking
     
    assets
     
    of
     
    ISE
     
    America,
     
    Inc.
     
    and
     
    certain
     
    of
     
    its
     
    affiliates
     
    (“ISE”).
     
    The
     
    assets
     
    acquired
     
    included
     
    commercial
    shell
     
    egg
     
    production
     
    and
     
    processing
     
    facilities
     
    with
     
    a
     
    capacity
     
    at
     
    the
     
    time
     
    of
     
    acquisition
     
    of
     
    approximately
     
    4.7
     
    million
     
    laying
    hens, including
     
    1.0 million cage-free,
     
    and 1.2 million
     
    pullets, feed mills,
     
    approximately 4,000
     
    acres of land,
     
    inventories and an
    egg products breaking 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
     
    are
     
    our
     
    first
     
    in
     
    Maryland,
     
    New
     
    Jersey
     
    and
     
    Delaware.
     
    We
     
    believe
     
    this
     
    acquisition
     
    provides
     
    us
     
    with
     
    an
     
    opportunity
     
    to
    significantly enhance our market reach in the Northeast and Mid-Atlantic states.
     
    EXECUTIVE OVERVIEW
    For
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026,
     
    we
     
    recorded
     
    a
     
    gross
     
    profit
     
    of
     
    $311.3
     
    million,
     
    compared
     
    to
     
    $247.2
     
    million
     
    for
     
    the
     
    same
    period
     
    of fiscal
     
    2025,
     
    primarily driven
     
    by an
     
    increase
     
    in the
     
    net average
     
    selling price
     
    of shell
     
    eggs,
     
    particularly
     
    conventional
    eggs, and
     
    higher specialty
     
    egg volumes, as
     
    well as lower
     
    feed ingredient
     
    prices and
     
    the acquisition of
     
    Echo Lake Foods
     
    during
    fiscal 2026.
    Our
     
    net
     
    average
     
    selling
     
    price
     
    per
     
    dozen
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026
     
    was
     
    $2.486
     
    compared
     
    to
     
    $2.392
     
    in
     
    the
     
    prior-year
    period.
     
    Average
     
    conventional
     
    egg
     
    prices
     
    per
     
    dozen
     
    were
     
    $2.539
     
    compared
     
    to
     
    $2.424
     
    for
     
    the
     
    prior-year
     
    period,
     
    and
     
    average
    specialty egg
     
    prices per
     
    dozen were $2.396
     
    compared to
     
    $2.335 for the
     
    prior-year period.
     
    Although lower
     
    than recent quarters,
    egg prices in the first quarter of fiscal 2026
     
    were higher compared to the prior-year period primarily due to
     
    the decreased supply
    as
     
    the
     
    industry
     
    continues
     
    to
     
    recover
     
    from
     
    the
     
    HPAI
     
    outbreaks
     
    in
     
    late
     
    calendar
     
    year
     
    2024
     
    and
     
    early
     
    2025.
     
    According
     
    to
     
    the
    USDA, the
     
    monthly average
     
    size of
     
    the layer
     
    hen flock
     
    from June
     
    2025
     
    through August
     
    2025
     
    (which most
     
    closely aligns
     
    with
    our
     
    first
     
    fiscal
     
    quarter)
     
    was
     
    approximately
     
    291.4
     
    million
     
    hens,
     
    representing
     
    a
     
    decrease
     
    of
     
    12.1
     
    million
     
    layers,
     
    or
     
    4.0%,
    compared
     
    to the
     
    same period
     
    in the
     
    prior year.
     
    The daily
     
    average price
     
    for the
     
    Urner Barry
     
    southeast large
     
    index for
     
    the first
    quarter
     
    of
     
    fiscal
     
    2026
     
    increased
     
    0.6%
     
    and
     
    the
     
    USDA
     
    daily
     
    average
     
    price
     
    for
     
    large
     
    shell
     
    eggs
     
    increased
     
    0.1%
     
    from
     
    the
    comparable period in the prior
     
    year. For
     
    more information about historical
     
    shell egg prices, see Part I,
     
    Item 1. “Business – Price
    for Shell Eggs” of our 2025 Annual Report.
     
    Our dozens
     
    sold for
     
    the first
     
    quarter
     
    of fiscal
     
    2026
     
    increased 2.5%
     
    compared
     
    to the
     
    first quarter
     
    of fiscal
     
    2025.
     
    Demand was
    consistent during
     
    the first
     
    fiscal quarter
     
    of 2025
     
    and 2026,
     
    which is
     
    typically a
     
    period of
     
    lower seasonal
     
    demand. In
     
    addition,
    the first quarter of fiscal
     
    2026 benefited from our
     
    facilities in Kansas and Texas
     
    being fully operational during
     
    the quarter and a
    full quarter of production capacity from the acquisition of the commercial
     
    shell egg production and processing business of ISE.
     
    Our
     
    farm
     
    production
     
    costs per
     
    dozen
     
    produced
     
    for
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026
     
    increased
     
    1.7%,
     
    or
     
    $0.02
     
    compared
     
    to
     
    the
    prior
     
    year period,
     
    primarily
     
    due to
     
    higher other
     
    farm production
     
    costs. Other
     
    farm
     
    production
     
    costs increased
     
    8.8%
     
    primarily
    due to high
     
    facility costs compared
     
    to the comparable
     
    period in the
     
    prior year.
     
    Feed costs per
     
    dozen produced
     
    decreased 4.3%,
    or $0.02
     
    in the
     
    first quarter
     
    of fiscal
     
    2026,
     
    compared to
     
    the first
     
    quarter of
     
    fiscal 2025,
     
    primarily due
     
    to lower
     
    feed ingredient
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    21
    prices. For
     
    information about historical
     
    corn and soybean
     
    meal prices, see
     
    Part I, Item
     
    1. “Business –
     
    Feed Costs for
     
    Shell Egg
    Production”
     
    of
     
    our
     
    2025
     
    Annual
     
    Report.
     
    Our
     
    prepared
     
    foods
     
    cost
     
    of
     
    sales
     
    increased
     
    $55.1
     
    million
     
    quarter-over-quarter,
    primarily due to the acquisition of Echo Lake Foods.
     
    RESULTS OF
     
    OPERATIONS
    The following
     
    table sets forth,
     
    for the periods
     
    indicated, certain
     
    items from
     
    our Condensed Consolidated
     
    Statements of Income
    expressed as a percentage of net sales.
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Net sales
    100.0
    %
    100.0
    %
    Cost of sales
    66.3
    %
    68.5
    %
    Gross profit
    33.7
    %
    31.5
    %
    Selling, general and administrative
    7.5
    %
    7.9
    %
    (Gain) loss on involuntary conversions
    (0.8)
    %
    —
    %
    (Gain) loss on disposal of fixed assets
    —
    %
    (0.2)
    %
    Operating income
    27.0
    %
    23.8
    %
    Total other income, net
    1.5
    %
    1.4
    %
    Income before income taxes
    28.5
    %
    25.2
    %
    Income tax expense
    7.0
    %
    6.2
    %
    Net income
    21.5
    %
    19.0
    %
    Less: Loss attributable to noncontrolling interest
    —
    %
    —
    %
    Net income attributable to Cal-Maine Foods, Inc.
    21.5
    %
    19.0
    %
    NET SALES
    Total
     
    net sales for the
     
    first quarter of fiscal
     
    2026 were $922.6
     
    million, compared to
     
    $785.9 million for
     
    the same period of
     
    fiscal
    2025.
    Shell egg
     
    sales represented
     
    85.6% and
     
    94.4% of
     
    total net
     
    sales for
     
    the first
     
    quarters
     
    of fiscal
     
    2026 and
     
    2025, respectively.
     
    The
    Company’s
     
    shell
     
    egg
     
    offerings,
     
    for
     
    both
     
    branded
     
    and
     
    private-label
     
    products,
     
    include
     
    specialty
     
    and
     
    conventional
     
    shell
     
    eggs.
    Specialty
     
    shell
     
    eggs
     
    include
     
    cage-free,
     
    organic,
     
    brown,
     
    free-range,
     
    pasture-raised
     
    and
     
    nutritionally
     
    enhanced
     
    shell
     
    eggs.
    Conventional shell
     
    eggs sales represent
     
    all other shell
     
    egg sales not
     
    sold as specialty
     
    shell eggs.
     
    The Company’s
     
    prepared food
    offerings
     
    include
     
    items
     
    such
     
    as
     
    pre-cooked
     
    egg
     
    patties,
     
    omelets,
     
    folded
     
    and
     
    scrambled
     
    egg
     
    formats,
     
    hard-cooked
     
    eggs,
    pancakes, waffles, and specialty wraps. Egg product
     
    offerings include liquid and frozen egg products. Other
     
    sales represent feed
    sales, miscellaneous byproducts and resale products.
    The table below presents net sales in key categories (in thousands, except percentage
     
    data):
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    % Change
    Shell Eggs
    $
    789,397
    $
    741,513
    6.5
    %
    Prepared foods
    83,936
    8,938
    839.1
    Egg products
    37,107
    26,237
    41.4
    Other
    12,162
    9,183
    32.4
    Total net sales
    $
    922,602
    $
    785,871
    17.4
    %
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    22
    The table below presents an analysis of our shell egg sales (in thousands,
     
    except percentage data):
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    Shell egg sales
    Conventional
    $
    505,941
    64.1
    %
    $
    484,736
    65.4
    %
    Specialty
    283,456
    35.9
    256,777
    34.6
    %
    Total shell egg sales
    $
    789,397
    100.0
    %
    $
    741,513
    100.0
    %
    Dozens sold
    Conventional
    199,293
    62.8
    %
    199,989
    64.5
    %
    Specialty
    118,294
    37.2
    109,990
    35.5
    Total dozens sold
    317,587
    100.0
    %
    309,979
    100.0
    %
    Net average selling price per dozen
    Conventional
    $
    2.539
    $
    2.424
    Specialty
    $
    2.396
    $
    2.335
    All shell eggs
    $
    2.486
    $
    2.392
    Shell egg sales
    First Quarter – Fiscal 2026
     
    vs. Fiscal 2025
    -
    In
     
    the
     
    first
     
    quarter
     
    of
     
    fiscal
     
    2026,
     
    conventional
     
    egg
     
    sales
     
    increased
     
    $21.2
     
    million,
     
    or
     
    4.4%,
     
    compared
     
    to
     
    the
     
    first
    quarter of
     
    fiscal 2025,
     
    primarily due
     
    to a
     
    4.7% increase
     
    in the
     
    prices for
     
    conventional eggs,
     
    which resulted
     
    in a
     
    $22.9
    million increase in net sales.
    -
    Specialty egg sales increased $26.7 million, or
     
    10.4%, in the first quarter of fiscal 2026
     
    compared to the first quarter of
    fiscal 2025, primarily
     
    due to a 7.5%
     
    increase in the volume
     
    of specialty dozens
     
    sold, which resulted
     
    in a $19.4 million
    increase in
     
    net sales
     
    and a
     
    2.6% increase
     
    in prices
     
    for specialty
     
    eggs, which
     
    resulted in
     
    a $7.2
     
    million increase
     
    in net
    sales.
    -
    Specialty egg
     
    sales benefited
     
    in the
     
    first quarter
     
    of fiscal
     
    2026 from
     
    increased specialty
     
    egg production
     
    due primarily
    to
     
    our
     
    facilities
     
    in
     
    Kansas
     
    and
     
    Texas
     
    being
     
    fully
     
    operational
     
    during
     
    the
     
    quarter
     
    as
     
    well
     
    as
     
    organic
     
    and
     
    inorganic
    growth.
    -
    See “Executive
     
    Overview” above for
     
    additional discussion of
     
    factors impacting shell
     
    egg sales for
     
    the first quarters
     
    of
    fiscal 2026 and 2025.
    During
     
    first quarter
     
    fiscal 2026,
     
    a higher
     
    proportion of
     
    our conventional
     
    eggs were
     
    sold on
     
    a hybrid
     
    pricing model
     
    that takes
    into account both our
     
    cost of production as
     
    well as wholesale market
     
    prices, instead of
     
    solely market-based pricing,
     
    in response
    to
     
    customer
     
    demand.
     
    We
     
    believe
     
    the
     
    hybrid
     
    pricing
     
    arrangement
     
    may
     
    help
     
    some
     
    customers
     
    better
     
    plan
     
    and
     
    manage
     
    their
    businesses and
     
    reinforces our
     
    role as
     
    a trusted
     
    supplier.
     
    Although hybrid
     
    pricing may
     
    reduce our
     
    profitability when
     
    egg prices
    are
     
    high,
     
    compared
     
    to
     
    pure
     
    market-based
     
    pricing,
     
    it
     
    could
     
    enhance
     
    our
     
    profitability
     
    when
     
    egg
     
    prices
     
    are
     
    low,
     
    and
     
    lead
     
    to
    reduced volatility in our financial
     
    results. A majority of our conventional
     
    eggs continue to be priced and
     
    sold under frameworks
    that generally utilize market-based formulas tied to independently quoted
     
    regional wholesale market quotes.
    Prepared foods sales
    First Quarter – Fiscal 2026
     
    vs. Fiscal 2025
    -
    The
     
    acquisition
     
    of Echo
     
    Lake
     
    Foods
     
    positively
     
    impacted
     
    our
     
    net sales
     
    with
     
    an
     
    increase of
     
    $70.5
     
    million
     
    in revenue,
    compared to the first quarter of fiscal 2025.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    23
    Egg products sales
    First Quarter – Fiscal 2026 vs. Fiscal 2025
    -
    Egg products sales increased $10.9
     
    million or 41.4%, in the first
     
    quarter of fiscal 2026, compared
     
    to the first quarter of
    fiscal
     
    2025,
     
    primarily
     
    due
     
    to
     
    a
     
    37.8%
     
    increase
     
    in
     
    the
     
    net
     
    average
     
    selling
     
    price
     
    per
     
    pound
     
    sold,
     
    resulting
     
    in
     
    a
     
    $10.2
    million increase in net sales.
    COST OF SALES
    Cost of
     
    sales consists
     
    of
     
    costs directly
     
    related
     
    to producing,
     
    processing
     
    and
     
    packing
     
    shell eggs,
     
    purchases
     
    of
     
    shell
     
    eggs from
    outside
     
    sources,
     
    processing and
     
    packing of
     
    prepared foods
     
    and
     
    egg products
     
    ,
     
    and other
     
    non-egg
     
    costs. Farm
     
    production
     
    costs
    are
     
    those costs
     
    incurred
     
    at
     
    our egg
     
    production
     
    facilities,
     
    including
     
    feed,
     
    facility (including
     
    labor), hen
     
    amortization
     
    and other
    related farm production costs.
    The following table presents our cost of sales (in thousands):
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    %
    Change
    Cost of sales
    Farm production
    $
    259,927
    $
    241,701
    7.5
    %
    Processing, packaging, and warehouse - shell eggs
    101,147
    91,711
    10.3
    Egg purchases and other cost of sales
    163,594
    168,449
    (2.9)
    Prepared foods
    65,214
    10,115
    544.7
    Egg products
    21,406
    26,677
    (19.8)
    Total cost of sales
    $
    611,288
    $
    538,653
    13.5
    %
    Farm production costs (per dozen produced)
    Feed
    $
    0.473
    $
    0.494
    (4.3)
    %
    Other
    $
    0.458
    $
    0.421
    8.8
    %
    Total farm production
     
    cost
    $
    0.931
    $
    0.915
    1.7
    %
    Dozens produced
    282,374
    266,839
    5.8
    %
    Percent produced to sold
    88.9%
    86.1%
    3.3
    %
    First Quarter – Fiscal 2026
     
    vs. Fiscal 2025
    -
    Feed costs decreased 4.3% in the
     
    first quarter of fiscal 2026, compared
     
    to the first quarter of fiscal 2025.
     
    This decrease
    was primarily
     
    due
     
    to
     
    lower prices
     
    for
     
    soybean
     
    meal,
     
    one
     
    of our
     
    primary
     
    feed
     
    ingredients.
     
    The
     
    decrease
     
    in
     
    feed
     
    cost
    resulted in
     
    a decrease
     
    in cost
     
    of sales
     
    of $5.9
     
    million for
     
    the first
     
    quarter of
     
    fiscal 2026
     
    compared to
     
    the prior
     
    period
    quarter.
     
    -
    For the
     
    first quarter
     
    of fiscal
     
    2026, the
     
    average Chicago
     
    Board of
     
    Trade
     
    (“CBOT”) daily
     
    market price
     
    was $4.23
     
    per
    bushel
     
    for
     
    corn
     
    and
     
    $281.75
     
    per
     
    ton
     
    for
     
    soybean
     
    meal,
     
    representing
     
    an
     
    increase
     
    of
     
    4.9%
     
    and
     
    a
     
    decrease
     
    of
     
    17.1%,
    respectively, as compared
     
    to the average CBOT daily market prices for the first quarter of fiscal 2025.
     
    -
    Other
     
    farm
     
    production
     
    costs
     
    increased
     
    primarily
     
    due
     
    to
     
    higher
     
    facility
     
    costs.
     
    In
     
    particular,
     
    facility
     
    costs
     
    for
     
    labor
    increased 10.8% and we had increased spending for repairs and maintenance.
    -
    Prepared
     
    foods
     
    costs
     
    increased
     
    primarily
     
    due
     
    to
     
    the
     
    acquisition
     
    of
     
    Echo
     
    Lake
     
    Foods
     
    which
     
    increased
     
    cost
     
    of
     
    sales
    $51.7 million compared to the first quarter of fiscal 2025.
    Current indications
     
    for corn
     
    and soybean
     
    project a
     
    favorable stocks-to-use
     
    ratio for
     
    us near
     
    the levels
     
    prevailing today
     
    for the
    remainder of
     
    fiscal 2026; however,
     
    as long as
     
    outside factors remain
     
    uncertain (including
     
    trade and
     
    tariff negotiations,
     
    weather
    patterns and global supply chain disruptions), volatility could remain.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    24
    GROSS PROFIT
     
    Gross profit
     
    for the thirteen
     
    weeks ended
     
    August 30, 2025
     
    was $311.3
     
    million compared
     
    to $247.2 million
     
    for the same
     
    period
    of 2025.
     
    The increase
     
    was primarily
     
    due to
     
    higher net
     
    average selling
     
    prices for
     
    shell eggs,
     
    particularly for
     
    conventional eggs,
    and higher specialty volumes,
     
    as well as lower feed ingredient prices and contributions from Echo Lake Foods.
    SELLING, GENERAL, AND ADMINISTRATIVE
     
    EXPENSES
    Selling,
     
    general,
     
    and
     
    administrative
     
    (“SGA”)
     
    expenses
     
    include
     
    costs
     
    of
     
    delivery,
     
    marketing,
     
    and
     
    other
     
    general
     
    and
    administrative expenses.
     
    Delivery expense includes
     
    contract trucking
     
    expense and
     
    all costs to
     
    maintain and operate
     
    our fleet of
    trucks to
     
    deliver products
     
    to customers
     
    including the
     
    related payroll
     
    expenses. Marketing
     
    expense includes
     
    franchise fees
     
    that
    are
     
    submitted
     
    to
     
    Eggland’s
     
    Best,
     
    Inc.
     
    (“EB”)
     
    to
     
    support
     
    the
     
    EB
     
    brand,
     
    brokerage
     
    and
     
    commission
     
    fees,
     
    and
     
    other
     
    general
    marketing
     
    expenses
     
    such
     
    as payroll
     
    expenses
     
    for
     
    our
     
    in-house
     
    sales team.
     
    Other
     
    general
     
    and
     
    administrative
     
    expenses
     
    include
    corporate payroll
     
    related expenses
     
    and other
     
    general corporate
     
    overhead costs.
     
    The following
     
    table presents
     
    an analysis
     
    of our
    SGA expenses (in thousands):
    Thirteen Weeks
     
    Ended
    August 30, 2025
    August 31, 2024
    $ Change
    % Change
    Delivery expense
    $
    26,043
    $
    21,064
    $
    4,979
    23.6
    %
    Marketing expense
    14,462
    14,352
    110
    0.8
    %
    Other general and administrative expenses
    29,009
    26,516
    2,493
    9.4
    %
    Total
    $
    69,514
    $
    61,932
    $
    7,582
    12.2
    %
    First Quarter – Fiscal 2026
     
    vs. Fiscal 2025
    -
    Delivery
     
    expense
     
    increased
     
    due
     
    to
     
    increased
     
    sales
     
    volumes
     
    from
     
    the
     
    acquisition
     
    of
     
    Echo
     
    Lake
     
    Foods
     
    as
     
    well
     
    as
    increased
     
    sales volumes of specialty shell eggs.
    -
    In the first quarter of
     
    fiscal 2026, other general and
     
    administrative expenses increased 9.4% compared
     
    to the prior year
    period primarily due to the acquisition of Echo Lake Foods.
    GAIN ON INVOLUNTARY
     
    CONVERSION
    In the first quarter of fiscal
     
    2026, we recorded a gain
     
    of $7.5 million due to business
     
    interruption insurance recoveries
     
    related to
    a weather-related event that occurred in fiscal 2021.
    OPERATING
     
    INCOME
    For the
     
    first quarter
     
    of fiscal
     
    2026,
     
    we recorded
     
    operating income
     
    of $249.2
     
    million, compared
     
    to operating
     
    income of
     
    $187.0
    million for the same period of fiscal 2025.
    OTHER INCOME (EXPENSE)
     
    Total
     
    other
     
    income
     
    (expense)
     
    consists
     
    of
     
    items
     
    not
     
    directly
     
    charged
     
    or
     
    related
     
    to
     
    operations,
     
    such
     
    as
     
    interest
     
    income
     
    and
    expense, equity
     
    in income or
     
    loss of unconsolidated
     
    entities, and patronage
     
    dividends,
     
    among other items.
     
    Patronage dividends
    are paid to us from our membership in the EB cooperative.
    For the first
     
    quarter of fiscal
     
    2026, we earned
     
    $13.0 million of
     
    interest income compared
     
    to $9.9 million
     
    for the same period
     
    of
    fiscal 2025,
     
    primarily due to higher average
     
    cash and cash equivalents and
     
    investment securities available-for-sale balances
     
    and
    higher yields.
     
    The Company recorded
     
    interest expense of
     
    $150 thousand and
     
    $160 thousand for
     
    the first quarters
     
    ended August
    30, 2025 and August 31, 2024, respectively.
    INCOME TAXES
    For the
     
    first quarter
     
    of fiscal
     
    2026, our
     
    pre-tax income
     
    was $263.3
     
    million, compared
     
    to $198.0
     
    million for
     
    the first
     
    quarter of
    fiscal 2025. Income tax expense of $64.2 million was recorded
     
    for first quarter 2026 with an effective tax
     
    rate of 24.4%. For the
    first quarter 2025, income tax expense was $48.4 million with an effective
     
    tax rate of 24.4%.
     
     
     
     
     
     
     
     
     
     
     
    Index
    25
    Items causing
     
    our effective
     
    tax rate
     
    to differ
     
    from the
     
    federal statutory
     
    income tax
     
    rate of
     
    21% are
     
    state income
     
    taxes, certain
    federal tax
     
    credits and
     
    certain items included
     
    in income or
     
    loss for financial
     
    reporting purposes that
     
    are not included
     
    in taxable
    income or
     
    loss for income
     
    tax purposes, including
     
    tax exempt interest
     
    income, certain
     
    nondeductible expenses,
     
    and net income
    or loss attributable to noncontrolling interest.
    NET INCOME ATTRIBUTABLE
     
    TO CAL-MAINE FOODS, INC.
    Net income
     
    attributable to
     
    Cal-Maine Foods,
     
    Inc. for
     
    the first quarter
     
    ended August
     
    30, 2025
     
    was $199.3
     
    million, or
     
    $4.13 per
    basic and $4.12
     
    per diluted common
     
    share, compared to
     
    net income attributable
     
    to Cal-Maine Foods,
     
    Inc. of $150.0
     
    million, or
    $3.08 per basic and $3.06 per diluted common share, for the same period of
     
    fiscal 2025.
    LIQUIDITY AND CAPITAL
     
    RESOURCES
     
    Working
     
    Capital and Current Ratio
    Our working capital
     
    was $1.6 billion
     
    at August 30, 2025
     
    compared to $1.7 billion
     
    at May 31, 2025.
     
    The calculation of working
    capital is defined
     
    as current assets
     
    less current
     
    liabilities. Our current
     
    ratio was 6.8
     
    at August 30,
     
    2025 compared
     
    to 6.4 at
     
    May
    31, 2025.
     
    The increase
     
    in our
     
    current ratio
     
    is primarily
     
    due to
     
    a decrease
     
    in dividends
     
    payables. The
     
    current ratio
     
    is calculated
    by dividing current assets by current liabilities.
    Cash Flows from Operating Activities
    For
     
    the thirteen
     
    weeks
     
    ended August
     
    30, 2025,
     
    $278.6
     
    million
     
    in net
     
    cash
     
    was provided
     
    by operating
     
    activities,
     
    compared
     
    to
    $117.5
     
    million
     
    provided
     
    by
     
    operating
     
    activities
     
    for
     
    the
     
    comparable
     
    period
     
    in
     
    fiscal
     
    2025.
     
    The
     
    increase
     
    in
     
    cash
     
    flow
     
    from
    operating
     
    activities
     
    resulted
     
    primarily
     
    from
     
    increased
     
    revenue
     
    from
     
    shell
     
    egg
     
    sales,
     
    compared
     
    to
     
    the
     
    prior-year
     
    period,
     
    and
    increased revenue from the acquisition of Echo Lake Foods.
    Cash Flows from Investing Activities
    For the thirteen
     
    weeks ended August
     
    30, 2025,
     
    $409.7 million
     
    was used in
     
    investing activities, primarily
     
    due to the
     
    acquisition
    of Echo Lake Foods and purchases of investments,
     
    compared
     
    to $135.9 million used in investing activities in the same period
     
    of
    fiscal 2025.
     
    Purchases of investment
     
    securities were $270.3
     
    million during the
     
    thirteen weeks ended
     
    August 30, 2025
     
    and sales
    and
     
    maturities
     
    of
     
    investment
     
    securities
     
    were
     
    $181.1
     
    million
     
    during
     
    the
     
    period.
     
    Sales
     
    and
     
    maturities
     
    of
     
    investment
     
    securities
    were $202.2
     
    million
     
    in the
     
    prior
     
    year
     
    period
     
    while purchases
     
    of investment
     
    securities
     
    were
     
    $209.7
     
    million
     
    during
     
    the period.
    Cash
     
    paid
     
    for
     
    business
     
    acquisitions,
     
    net
     
    of
     
    cash
     
    acquired,
     
    was
     
    $275.3
     
    million
     
    in
     
    the
     
    thirteen
     
    weeks
     
    ended
     
    August
     
    30,
     
    2025
    related
     
    to
     
    the
     
    Echo
     
    Lake
     
    Foods
     
    acquisition,
     
    and
     
    $111.5
     
    million
     
    in
     
    the
     
    prior-year
     
    period,
     
    related
     
    to
     
    the
     
    ISE
     
    acquisition.
    Purchases of
     
    property,
     
    plant and
     
    equipment were
     
    $45.3 million
     
    and $35.8
     
    million in
     
    the first
     
    quarter of
     
    fiscal 2026
     
    and 2025,
    respectively, primarily
     
    reflecting progress on our construction projects.
    Cash Flows from Financing Activities
    We
     
    paid
     
    dividends
     
    of
     
    $114.2
     
    million
     
    for
     
    the
     
    thirteen
     
    weeks
     
    ended
     
    August
     
    30,
     
    2025,
     
    compared
     
    to
     
    $37.8
     
    million
     
    in
     
    the
     
    same
    prior-year period.
    Net Change in Cash and Cash Equivalents
    As of
     
    August
     
    30,
     
    2025,
     
    cash
     
    and
     
    cash
     
    equivalents
     
    decreased
     
    $245.3
     
    million
     
    since
     
    May
     
    31,
     
    2025,
     
    compared
     
    to
     
    a
     
    decrease
     
    of
    $56.2
     
    million during
     
    the same
     
    period of
     
    fiscal 2025.
     
    The decrease
     
    is primarily
     
    due to
     
    the cash
     
    paid for
     
    the Echo
     
    Lake Foods
    acquisition and higher dividends paid during the first quarter of fiscal 2026.
    Credit Facility
    On
     
    November
     
    15,
     
    2021,
     
    we
     
    entered
     
    into
     
    a
     
    credit
     
    agreement
     
    that
     
    provides
     
    for
     
    a
     
    senior
     
    secured
     
    revolving
     
    credit
     
    facility
     
    (the
    “Credit Facility”),
     
    in an initial
     
    aggregate principal
     
    amount of up
     
    to $250 million
     
    with a five-year
     
    term. As of
     
    August 30, 2025,
    no
     
    amounts
     
    were
     
    borrowed
     
    under
     
    the
     
    Credit
     
    Facility
     
    and
     
    we
     
    had
     
    $4.7
     
    million
     
    in
     
    outstanding
     
    standby
     
    letters
     
    of
     
    credit
     
    issued
    under our Credit Facility for the benefit of certain insurance companies.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    26
    Share Repurchase Program
    In February
     
    2025, the Company’s
     
    Board of
     
    Directors (“Board”)
     
    approved a $500
     
    million share
     
    repurchase program.
     
    The share
    repurchase program
     
    authorizes the
     
    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 market
     
    conditions and
     
    other factors.
     
    The actual
     
    timing, number
     
    and value
     
    of shares
     
    repurchased under
    the
     
    program
     
    will
     
    be
     
    determined
     
    by
     
    management
     
    in
     
    its
     
    discretion
     
    and
     
    will
     
    depend
     
    on
     
    a
     
    number
     
    of
     
    factors,
     
    including,
     
    but
     
    not
    limited to,
     
    the market
     
    price
     
    of the
     
    Common Stock
     
    and general
     
    market
     
    and economic
     
    conditions.
     
    No shares
     
    were repurchased
    under the
     
    repurchase
     
    program during
     
    the first
     
    quarter of
     
    fiscal 2026.
     
    As of
     
    the end
     
    of the
     
    first quarter
     
    of fiscal
     
    2026, we
     
    had
    remaining authorization to purchase up to $450 million under the repurchase
     
    program.
    The Company expects to strategically
     
    and opportunistically repurchase shares
     
    from time to time through solicited
     
    or unsolicited
    transactions in
     
    the open
     
    market, in
     
    privately negotiated
     
    transactions or
     
    by other
     
    means in accordance
     
    with securities
     
    laws. The
    Company expects that share
     
    repurchases under the program
     
    will be funded from
     
    one or a combination of
     
    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 an expiration date, and may be suspended, modified or
     
    discontinued at any time without prior notice.
     
    Dividends
    In
     
    accordance
     
    with
     
    our
     
    variable
     
    dividend
     
    policy,
     
    we
     
    will
     
    pay
     
    a
     
    cash
     
    dividend
     
    totaling
     
    approximately
     
    $66.5
     
    million,
     
    or
    approximately $1.370
     
    per share,
     
    to holders
     
    of our
     
    Common Stock
     
    with respect
     
    to our
     
    first quarter
     
    of fiscal
     
    2026. The
     
    amount
    paid per
     
    share will
     
    vary based
     
    on the
     
    number of
     
    outstanding shares
     
    on the
     
    record date.
     
    The dividend
     
    is payable
     
    on November
    13, 2025 to holders of record on October 29, 2025.
     
    Material Cash Requirements
    Material cash
     
    requirements for
     
    operating activities
     
    primarily consist
     
    of feed
     
    ingredients, processing,
     
    packaging and
     
    warehouse
    costs, employee related
     
    costs, and other
     
    general operating expenses,
     
    which we expect
     
    to be paid
     
    from our cash
     
    from operations
    and cash and
     
    investment securities on
     
    hand for at
     
    least the next
     
    12 months. While
     
    volatile egg prices
     
    and feed ingredient
     
    costs,
    among
     
    other
     
    things,
     
    make
     
    long-term
     
    predictions
     
    difficult,
     
    we
     
    have
     
    substantial
     
    liquid
     
    assets
     
    and
     
    availability
     
    under
     
    our
     
    Credit
    Facility to fund future operating requirements.
    Our material
     
    cash requirements
     
    for capital
     
    expenditures consist
     
    primarily of
     
    our construction
     
    projects to increase
     
    our cage-free
    production capacity.
     
    We continue to monitor
     
    the increasing demand for cage-free eggs and engage
     
    with our customers in efforts
    to achieve
     
    a smooth
     
    transition toward
     
    their announced
     
    timelines for
     
    cage-free egg
     
    sales. The
     
    following table
     
    presents material
    construction projects approved as of August 30, 2025 (in thousands):
    Project(s) Type
    Projected
     
    Completion
    Projected Cost
    Spent as of August
    30, 2025
    Remaining
    Projected Cost
    Feed Mills
    Fiscal 2026
    $
    9,800
    $
     
    7,386
    $
     
    2,414
    Prepared Foods Expansion
    Fiscal 2026
    14,853
    -
    14,853
    Egg Products Expansion
    Fiscal 2026
    19,582
    15,891
    3,691
    Cage-Free Layer & Pullet Houses
    Fiscal 2026
    213,107
    186,976
    26,131
    $
    257,342
    $
    210,253
    $
    47,089
    We
     
    believe our
     
    current cash
     
    balances, investments,
     
    projected cash
     
    flows from
     
    operations, and
     
    available borrowings
     
    under our
    Credit Facility
     
    will be
     
    sufficient
     
    to fund
     
    our cash
     
    needs for
     
    at least
     
    the next
     
    12 months
     
    and
     
    to fund
     
    our
     
    capital commitments
    currently in place thereafter.
     
    Future acquisitions of businesses may require additional financing.
    IMPACT OF
     
    RECENTLY
     
    ISSUED ACCOUNTING STANDARDS
    For information on changes in accounting
     
    principles and new accounting principles
     
    ,
     
    see “
    New Accounting Pronouncements
     
    and
    Policies”
    in
    Note 1 - Summary of Significant Accounting Policies
     
    of
     
    the
     
    Notes
     
    to
     
    Condensed
     
    Consolidated
     
    Financial
    Statements included in this Quarterly Report.
    Index
    27
    CRITICAL ACCOUNTING ESTIMATES
     
    Critical accounting
     
    estimates
     
    are those
     
    estimates
     
    made
     
    in accordance
     
    with U.S.
     
    generally
     
    accepted
     
    accounting
     
    principles that
    involve
     
    a
     
    significant
     
    level
     
    of
     
    estimation
     
    uncertainty
     
    and
     
    have
     
    had
     
    or
     
    are
     
    reasonably
     
    likely
     
    to
     
    have
     
    a
     
    material
     
    impact
     
    on
     
    our
    financial
     
    condition
     
    or results
     
    of operations.
     
    There
     
    have been
     
    no changes
     
    to our
     
    critical accounting
     
    estimates identified
     
    in our
    2025 Annual Report.
    ITEM 3. QUANTITATIVE
     
    AND QUALITATIVE
     
    DISCLOSURES ABOUT MARKET RISK
    There have been no material changes in our exposure to market risk during the
     
    thirteen weeks ended August 30, 2025 from the
    information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About
     
    Market Risk in our 2025 Annual
    Report.
    ITEM 4.
     
    CONTROLS
    AND
    PROCEDURES
    Disclosure Controls and Procedures
    Our disclosure
     
    controls and
     
    procedures are
     
    designed to
     
    provide reasonable
     
    assurance that
     
    information required
     
    to be
     
    disclosed
    by us in the reports
     
    we file or submit
     
    under the Exchange Act
     
    is recorded, processed, summarized
     
    and reported, within the
     
    time
    periods
     
    specified
     
    in
     
    the
     
    SEC’s
     
    rules
     
    and
     
    forms. Disclosure
     
    controls
     
    and
     
    procedures
     
    include,
     
    without
     
    limitation,
     
    controls
     
    and
    procedures
     
    designed
     
    to
     
    ensure
     
    that
     
    information
     
    required
     
    to be
     
    disclosed
     
    by us
     
    in
     
    the reports
     
    that
     
    we
     
    file
     
    or
     
    submit under
     
    the
    Exchange
     
    Act
     
    is
     
    accumulated
     
    and
     
    communicated
     
    to
     
    management,
     
    including
     
    our
     
    principal
     
    executive
     
    and
     
    principal
     
    financial
    officers, or
     
    persons performing
     
    similar functions, as
     
    appropriate to allow
     
    timely decisions regarding
     
    required disclosure. Based
    on
     
    an
     
    evaluation
     
    of
     
    our
     
    disclosure
     
    controls
     
    and
     
    procedures
     
    conducted
     
    by
     
    our
     
    Chief
     
    Executive
     
    Officer
     
    and
     
    Chief
     
    Financial
    Officer,
     
    together
     
    with
     
    other
     
    financial
     
    officers,
     
    such
     
    officers
     
    concluded
     
    that
     
    our
     
    disclosure
     
    controls
     
    and
     
    procedures
     
    were
    effective as of August 30, 2025 at the reasonable assurance level.
    Changes in Internal Control Over Financial Reporting
    There
     
    was no
     
    change
     
    in our
     
    internal control
     
    over financial
     
    reporting
     
    that occurred
     
    during the
     
    quarter
     
    ended
     
    August
     
    30, 2025
    that has materially affected, or is reasonably likely to materially affect,
     
    our internal control over financial reporting.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    28
    PART
     
    II. OTHER INFORMATION
    ITEM 1.
     
    LEGAL PROCEEDINGS
    Refer
     
    to
     
    the
     
    discussion
     
    of
     
    certain
     
    legal
     
    proceedings
     
    involving
     
    the
     
    Company
     
    and/or
     
    its
     
    subsidiaries
     
    in
     
    (i)
     
    our
     
    2025
     
    Annual
    Report,
     
    Part
     
    I
     
    Item
     
    3
     
    Legal
     
    Proceedings,
     
    and
     
    Part
     
    II
     
    Item 8,
     
    Notes
     
    to
     
    Consolidated
     
    Financial
     
    Statements
     
    and
     
    Supplementary
    Data,
     
    Note
     
    16
     
    -
     
    Commitments
     
    and
     
    Contingencies,
     
    and
     
    (ii)
     
    in
     
    this
     
    Quarterly
     
    Report
     
    in
    Note 10
    - Commitments and
    Contingencies
     
    of
     
    the
     
    Notes
     
    to
     
    Condensed
     
    Consolidated
     
    Financial
     
    Statements,
     
    which
     
    discussions
     
    are
     
    incorporated
     
    herein
     
    by
    reference.
    ITEM 1A.
     
    RISK
    FACTORS
    There have been no material changes in the risk factors previously disclosed in
     
    the 2025 Annual Report.
    ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
     
    PROCEEDS
     
    The following table is a summary of our first quarter 2026 share repurchases:
    Issuer Purchases of Equity Securities
    Total
     
    Number of
    Maximum Approximate
    Shares Purchased
    Dollar Value
     
    of
    Total
     
    Number
    Average
    as Part of Publicly
    Shares that May Yet
    of Shares
    Price Paid
    Announced Plans
    Be Purchased Under
    Period
    Purchased (a)
    per Share
    Or Programs
    the Plans or Programs (b)
    06/01/25 to 06/28/25
    194
    $
    98.13
    —
    $
    —
    06/29/25 to 07/26/25
    —
    —
    —
    —
    07/27/25 to 08/30/25
    —
    —
    —
    450,000,034
    194
    $
    98.13
    —
    $
    450,000,034
    (a)
    As permitted
     
    under our
     
    Amended and
     
    Restated 2012
     
    Omnibus Long-Term
     
    Incentive Plan,
     
    194 shares
     
    were withheld
     
    by us
     
    to satisfy
     
    tax withholding
    obligations for employees in connection with the vesting of restricted
     
    common stock.
     
    (b)
    In
     
    February
     
    2025,
     
    the
     
    Company
     
    announced
     
    a
     
    $500
     
    million
     
    share
     
    repurchase
     
    program.
     
    The
     
    share
     
    repurchase
     
    program
     
    authorizes
     
    the
     
    Company,
     
    in
    management’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
    obligate the Company
     
    to repurchase any
     
    specific amount of
     
    shares, does not
     
    have an expiration
     
    date, and may
     
    be suspended, modified
     
    or discontinued at
     
    any
    time without prior notice.
    ITEM 5.
     
    OTHER INFORMATION
    During
     
    the first
     
    quarter of
     
    fiscal 2026,
     
    no director
     
    or officer
     
    of the
     
    Company
    adopted
     
    or
    terminated
     
    any
     
    Rule 10b5-1
     
    trading
    arrangement or
    non-Rule
    10b5-1
     
    trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
    Index
    29
    ITEM 6. EXHIBITS
    Exhibits
    No.
    Description
    2.1
    Echo Lake 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 to
    Exhibit 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’s Form 8-K, filed March 27, 2025)
    31.1*
    Rule 13a-14(a) Certification of the Chief Executive Officer
    31.2*
    Rule 13a-14(a) Certification of the Chief Financial Officer
    32**
    Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer
    101.SCH*+
    Inline XBRL Taxonomy
     
    Extension Schema Document
    101.CAL*+
    Inline XBRL Taxonomy
     
    Extension Calculation Linkbase Document
    101.DEF*+
    Inline XBRL Taxonomy
     
    Extension Definition Linkbase Document
    101.LAB*+
    Inline XBRL Taxonomy
     
    Extension Label Linkbase Document
    101.PRE*+
    Inline XBRL Taxonomy
     
    Extension Presentation Linkbase Document
    104
    Cover Page Interactive Data File (formatted as Inline XBRL and contained
     
    in Exhibit 101)
     
    *
    Filed herewith as an Exhibit.
     
    **
    Furnished herewith as an Exhibit.
    +
    Submitted electronically with this Quarterly Report.
     
     
    Index
    30
    SIGNATURES
    Pursuant to
     
    the requirements
     
    of the Securities
     
    Exchange Act
     
    of 1934,
     
    the registrant has
     
    duly caused
     
    this report
     
    to be signed
     
    on
    its behalf by the undersigned, thereunto duly authorized.
    CAL-MAINE FOODS, INC.
    (Registrant)
    Date:
     
    October 1, 2025
    /s/ Max P.
     
    Bowman
    Max P.
     
    Bowman
    Vice President, Chief Financial
     
    Officer
    (Principal Financial Officer)
    ໿
    Date:
     
    October 1, 2025
    /s/ Matthew S. Glover
    Matthew S. Glover
    Vice President – Accounting
    (Principal Accounting Officer)
    ໿
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