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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC
20549
 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended

 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)
 (
)
 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

 Securities registered pursuant to Section 12 (g) of the Act:
NONE
 Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

 Yes

 No

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes

 No

 Indicate by check mark whether the registrant
(1) has filed all reports required
to be filed by Section 13
or 15(d) of the Securities Exchange 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
 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
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
 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
has filed
a report on
and attestation
to its
management's assessment of
the effectiveness
of its
 internal control over
financial reporting under
Section 404(b) of
the Sarbanes-Oxley Act
(15 U.S.C. 7262(b))
by the registered
public accounting
 firm that prepared or issued its audit report.

 If securities are
registered pursuant
to Section 12(b)
of the Act,
indicate by
check mark whether
the financial
statements of the
registrant included
 in the filing reflect the correction of an error to previously issued financial statements.

 Indicate
by
a
check
mark
any
of
those
error
corrections
are
restatements
that
a
recovery
analysis
of
incentive-based
 compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes

 No

 The aggregate market value, as reported by
The Nasdaq Global Select Market, of
the registrant's Common Stock, $0.01 par value, held by
non-
 affiliates at November 29,
2024, which was the date
of the last business day of
the registrant's most
recently completed second fiscal quarter,
 was $
 4,128,739,014
.
 As of July 22, 2025,
 48,497,477

shares of the registrant's Common Stock, $0.01 par value, were outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE
 The information called
for by Part III
of this Form 10-K
is incorporated herein
by reference from the
registrant's Definitive
Proxy Statement
 for its 2025
annual meeting of
stockholders which will be
filed pursuant to Regulation
14A not later than
120 days after the
end of the
 year covered by this report.

 Item

 Page
 Number

 FORWARD -LOOKING STATEMENTS
 1.
 Business
 1A.
 Risk Factors
 1B.
 Unresolved Staff Comments
 1C.
 Cybersecurity
 2.
 Properties
 3.
 Legal Proceedings
 4.
 Mine Safety Disclosures

 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
 Purchases of Equity Securities
 6.
 Reserved
 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations
 7A.
 Quantitative and Qualitative Disclosures About Market Risk
 8.
 Financial Statements and Supplementary Data
 9.
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 9A.
 Controls and Procedures
 9B.
 Other Information
 9C.
 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 10.
 Directors, Executive Officers and Corporate Governance
 11.
 Executive Compensation
 12.
 Security Ownership of Certain Beneficial Owners and Management and Related
 Stockholder Matters
 13.
 Certain Relationships and Related Transactions, and Director Independence
 14.
 Principal Accountant Fees and Services

 15.
 Exhibit and Financial Statement Schedules
 16.
 Form 10-K Summary
 Signatures

 PART
I.

 FORWARD
-LOOKING STATEMENTS
 This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the
 "Securities Act")
and Section
21E of
Exchange Act
of 1934
(the "Exchange
Act") relating
business, including
 estimated future
production data,
expected construction
schedules, projected
construction costs,
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
States
("U.S.")
commercial
table
egg
layer
flocks
of
highly
pathogenic
avian
influenza
("HPAI"),
 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
Item 1A. Risk
Factors and elsewhere
in this report
as
 well as
those included
in other
reports we
file from
time to
time with
and Exchange
Commission (the
"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
(including
disease,
pests,
weather
conditions,
and
for
recall),
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
relationships, or
sales or
growth
opportunities, (vii)
our
ability
to retain
existing customers,
acquire new
and
grow
our
mix
our
foods
offerings,
(viii)
the
impacts
and
 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
legal matters,
(xii) global
instability, including as
a result
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
 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.
 ITEM 1.
BUSINESS

 Our Business
 We are the largest producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable producer
 and
reliable
supplier
of
consistent,
high
quality
fresh
shell
eggs,
egg
and
foods
in
the
States.
Our
 operating approach is built around operational
excellence, a "Culture of Sustainability" and
creating value for our stockholders,
 customers, team
members and
communities. We
sell most
products throughout
much of
the United
States ("U.S.")
and
 aim
to
maintain
efficient,
state-of-the-art
located
close
to
our
customers.
We
were
founded
in
1957
and
are
 headquartered in Ridgeland,
Mississippi.
 The Company has
one operating and
one reporting segment,
which is the
production, packaging, marketing
and distribution of
 shell eggs, egg
products and prepared
foods. Our integrated
operations consist
of hatching chicks,
growing and
maintaining flocks

 of pullets, layers and breeders,
manufacturing feed, and producing,
processing, packaging, and distributing
shell eggs. Layers are
 mature female chickens,
pullets are female
chickens usually less
than 18 weeks
of age, and
breeders are male
and female chickens
 used to
produce fertile
eggs to
be hatched
for egg
production flocks.
Our total
flock as
of May
31, 2025
consisted of
 48.3 million layers and 11.5 million pullets and breeders.
 Many of our customers rely on us to provide most of their
shell egg needs, including specialty and conventional eggs. Specialty
 eggs encompass
a broad
range of
products. We
classify cage-free,
organic, brown,
free-range, pasture-raised
and nutritionally
 enhanced eggs as specialty
eggs for accounting and
reporting purposes. We classify all other shell
eggs as conventional products.
 While we report separate sales information for these egg types, there are many cost factors that are not specifically available for
 conventional or
specialty eggs
due to
the nature
of egg
production. We
manage our
operations and
allocate resources
to these
 types of eggs on a consolidated basis based on the demands of our customers.
 We believe that one
of our important
competitive advantages
is our ability
to meet our
customers' evolving
needs with a
favorable
 product mix of conventional
and specialty eggs, including
cage-free, organic, brown, free-range,
pasture-raised and nutritionally-
 enhanced eggs, as well as
egg products and prepared foods.
While a small part of
our current business, demand for
the free-range
 and pasture-raised eggs we produce and sell continues to grow. They represent attractive offerings to a subset of consumers, and
 therefore our
customers, and
help us
serve as
the trusted
provider of
quality food
choices. We
have expanded
our
 prepared foods
product offerings,
including with
our strategic
investment in
Crepini Foods,
LLC in
September 2024,
and our
 acquisition of Echo Lake Foods, LLC (formerly Echo Lake Foods, Inc.) and certain related companies (collectively "Echo Lake
 Foods") subsequent to the end of our 2025 fiscal year.
 Throughout
the
history,
we
have
other
businesses
in
our
industry.
Since
1989,
we
have
and
 integrated 25 businesses. Subsequent to the end of our 2025 fiscal year,
we acquired our 26
 th

business when we purchased Echo
 Lake
Foods.
For
on
our
recent
acquisitions,
refer
to
 Part II. Item 7. Management's Discussion and Analysis of
 Financial Condition and Results of Operations - Acquisitions

and Part
II. Item
8. Notes
to Consolidated
Financial Statements,

 Note 17 - Subsequent Events
.
 When
we
use
"we,"
"us,"
"our,"
or
the
"Company"
in
this
report,
we
mean
Inc.
and
our
 subsidiaries, unless
otherwise indicated
or the
context otherwise
requires. The
fiscal year-end
is
on
the Saturday
 closest to May 31. Our
fiscal year 2025 ended May
31, 2025, and the
first three fiscal quarters of
fiscal 2025 ended August 31,
 2024, November 30, 2024, and March 1, 2025. All references herein to a fiscal year means our fiscal year and all references to a
 year mean a calendar year.

 Industry Background
 According to the
U.S. Department of
Agriculture ("USDA") Agricultural
Marketing Service, in
2024 approximately 71%
of table
 eggs produced in the U.S. were sold as shell eggs, with 57% sold through food-at-home outlets such
as grocery and convenience
 stores, 12%
sold to
food-away-from home
channels such
as restaurants
and 2%
exported. The
USDA estimated
that in
2024
 approximately 29% of eggs produced in
the U.S. were sold as egg
products (shell eggs broken and sold
in liquid, frozen, or dried
 form) to institutions
(e.g. companies
producing baked
goods). For
information about
egg producers
U.S., see
"Competition"
 below.

 Our industry has been greatly impacted by several outbreaks of highly pathogenic avian influenza ("HPAI") in recent years. For
 additional information regarding HPAI and its impact on our industry and business, see
 Part I. Item 1A. Risk Factors

and
 Part II.
 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - HPAI
.
 Given historical
consumption trends,
we believe
that general
demand for
eggs in
increases basically
in line
with the
 overall
U.S.
population
growth;
however,
specific
events
can
egg
supply
and
consumption
in
a
particular
period,
as
 occurred with the
2015 HPAI outbreak, the COVID-19
pandemic (particularly during
2020), and the
most recent HPAI outbreaks
 starting
in
early
2022.
For
2025,
shell
egg
household
penetration
is
97%.
According
to
the
USDA's
 Economic Research
Service, estimated
annual per
capita consumption
United States
between 2020
and 2024
varied, ranging
 from 271 to 288 eggs which is directly impacted by available supply.
The USDA calculates per capita consumption by dividing
 total shell egg disappearance in the U.S. by the U.S. population.

 The most significant
shift in demand in
recent years has been
among specialty eggs, particularly
cage-free eggs. For additional
 information, see "Specialty Eggs" below.

 Prices for Shell Eggs
 Wholesale shell egg
sales prices are
a critical component
of revenue for
the Company.
Wholesale shell egg
prices are volatile,
 cyclical, and impacted by
a number of factors, including
consumer demand, seasonal fluctuations, the
number and productivity
 of laying
hens in
and outbreaks
of agricultural
diseases such
as HPAI.
We
believe the
majority of
conventional shell
 eggs sold in
in the retail
and foodservice
channels are sold
at prices
that take into
account, in
varying ways, independently
 quoted and certified wholesale market prices,
such as those published by Urner
Barry Publications, Inc. ("UB") or the
USDA for
 shell eggs; however, grain-based or variations of cost plus arrangements are also commonly utilized.

 Wholesale prices for cage-free
eggs are quoted by
independent sources such as
UB and USDA. There
is no independently quoted
 wholesale
price
for
other
specialty
eggs
such
as
nutritionally
enhanced,
organic,
pasture-raise
and
free-range
eggs.
 Specialty eggs are typically sold at prices and terms negotiated directly with customers and in the case of cage-free eggs, can be
 sold at
prices that
take into
account independently
quoted markets.
Historically,
prices for
specialty eggs
have generally
been
 higher due to customer and consumer willingness to pay more for specialty eggs.
 The weekly average price
for the southeast region
for large white
conventional shell eggs as
quoted by UB is
shown below for
 the past three fiscal years along
with the five-year average price. The
actual prices that we realize on
any given transaction will
 not necessarily equal
quoted market prices
because of the
individualized terms that
we negotiate with
individual customers which
 are influenced
by many
factors. As
further discussed
in
 Part II. Item 7. Management's Discussion and Analysis – Results of
 Operations
, egg prices in fiscal 2023 through fiscal 2025 were significantly impacted by HPAI.
 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
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.

 Depending on market conditions, input costs and individualized contract terms,
the price we receive per dozen eggs in any
given
 transaction may be more than or less than our production cost per dozen.
 Feed Costs for Shell Egg Production
 Feed is a primary
cost component in the
production of shell eggs
and represented 53.4%
of our fiscal 2025
farm production costs.
 We routinely fill our
feed storage bins
during harvest season
when prices for
feed ingredients, primarily
corn and to
a lesser extent
 soybean meal, are
generally lower.
To
ensure continued availability
of feed ingredients,
we may enter
into contracts for
 purchases of
corn and
soybean meal,
and as
part of
these contracts,
we may
lock-in the
basis portion
grain purchases
 several months
in advance.
Basis is
the difference
between the
local cash
price for
grain and
the applicable
futures price.
The
 difference can
be due
to transportation
costs, storage
costs, supply
and demand,
local conditions
factors. 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
assure
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. As
the quality
and composition
 of feed
is a
critical factor
nutritional value
of shell
eggs and
health of
our chickens,
we formulate
and produce
the vast
 majority of our own feed at our feed mills located near our production plants. Our annual feed requirements for fiscal
2025 were
 2.1 million tons
of finished
feed, of
which we
manufactured 1.9 million
tons. We currently
have the
capacity to
store 215
thousand
 tons of corn and soybean meal, and we replenish these stores as needed throughout the year.

 Our primary feed ingredients, corn and soybean meal, are commodities that are subject to volatile price changes due to weather,
 various supply
and demand
factors, transportation
and storage
costs, speculators,
agricultural, energy
and trade
policies in
the
 U.S. and internationally, and global instability that could disrupt
the supply chain. We purchase the vast majority of
our corn and
 soybean meal from U.S sources but may be forced to purchase internationally when U.S. supplies are not readily
available. Feed
 grains are currently available
from an adequate number
of sources in the
U.S. As a point
of reference, a multi-year
comparison
 of the average of
daily closing prices per
Chicago Board of Trade for
each quarter in our
fiscal years 2021-2025 are
shown below
 for corn and soybean meal:

 Shell Egg Production
 Our percentage of dozens produced to sold was 88.6% of our total shell eggs sold in fiscal 2025. We supplement our production
 through purchases of eggs from
others when needed. The quantity
of eggs purchased will vary
based on many factors such
as our
 own production capabilities and current market conditions. In fiscal 2025, 90.8% of our production came
from Company-owned
 facilities, and
9.2% from
contract producers.
The majority
contract production
is with
family-owned farms
for organic,
 pasture-raised and free-range eggs. Under a typical arrangement with a contract producer, we own the flock, furnish all feed and
 critical supplies, own
the shell eggs
produced and assume market
risks. The contract
producers own and
operate their facilities
 and are paid a fee based on production with incentives for performance.

 The commercial production of shell eggs requires a source of baby
chicks for laying flock replacement. We
supply the majority
chicks from
our breeder
farms
and hatch
them in
our hatcheries
in a
computer-controlled environment
and obtain
the
 balance from commercial sources. The
chicks are grown in our
own pullet farms and
are placed into the laying
flock once they
 reach maturity.
 After eggs
are produced,
they are
cleaned, graded
and packaged.
Substantially all
our farms
have modern
"in-line" facilities
which
 mechanically
gather,
clean,
grade
and
package
the
eggs
at
the
location
where
they
are
laid.
The
in-line
generate
 significant efficiencies
and cost savings
compared to the
cost of
eggs produced from
non-in-line facilities, which
process eggs
 that
have
been
laid
at
another
location
and
transported
processing facility.
The
in-line facilities
also
produce a
higher
 percentage of USDA Grade A
eggs, which sell at higher
prices. Eggs produced on farms
owned by contractors are brought
 processing plants to
be graded and
packaged. We maintain a Safe
Quality Food ("SQF")
Management Program which
is overseen
 by our Food Safety Department and
senior management team. As of May
31, 2025, every Company-owned processing
plant was
 SQF certified. Because shell
eggs are perishable, we
do not maintain large egg
inventories. Our egg inventory
averaged five days
 of sales during
fiscal 2025. We
believe our constant
focus on production
efficiencies and automation
throughout our vertically
 integrated operations enable us to be a low-cost supplier in our markets.
 We
are
proud
to
have
created,
implemented
and
maintained
what
we
believe
is
a
leading
poultry
Animal
Welfare
Program
 ("AWP").
We
have aligned our
AWP
with regulatory,
veterinary and our
third-party certifying bodies'
guidance to govern
the
 welfare of animals in
our direct care and
our contract farmers' care.
We
continually review our program to
monitor and evolve
 standards that guide how
we hatch chicks, rear pullets
and nurture breeder and layer
hens. At each stage of
our animals' lives, we
 are dedicated to providing welfare conditions aligned to our commitment to the principles of the internationally recognized
 Five
 Freedoms of Animal Welfare
.

 We
do not
use artificial
hormones in
the production
eggs. Hormone
use in
the poultry
and egg
production industry
has
 been
effectively
banned in
since the
1950s. We
have an
extensive written
protocol that
allows the
use of
medically
 important
antibiotics
only
when
animal
health
is
at
risk,
consistent
with
guidance
from
the
States
Food
and
Drug
 Administration
("FDA")
and
the
Guidance
for
Judicious
Therapeutic
Use
of
Antimicrobials
in
Poultry,
developed
by
the
 American Association of
Avian Pathologists. When antibiotics are
medically necessary, a licensed veterinary
doctor will approve
 and
administer
approved
doses
for
a
restricted
period.
We
do
not
use
antibiotics
for
growth
promotion
or
performance
 enhancement.
 Specialty Eggs
 We
are
one
of
the
largest
producers
and
marketers
of
value-added
specialty
shell
eggs
in
the
U.S.,
which
continues
to
be
a
 significant and
growing segment
of the market.
We classify cage-free, organic,
brown, free-range,
pasture-raised and
nutritionally
 enhanced as specialty eggs
for accounting and reporting
purposes. Specialty eggs are
intended to meet
the demands of consumers
 sensitive to environmental, health and/or animal welfare issues and to comply with state requirements for cage-free
eggs.

 Ten
states
in
the
U.S.
have
passed
legislation
or
regulations
mandating
minimum
space
or
requirements
for
egg
 production or
mandated the
sale of
only cage-free
eggs and
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 in
effect.
Due to the national egg
shortage
 caused by HPAI, Nevada temporarily suspended its cage-free egg mandate and other states are considering similar actions.

 A significant
our customers
previously 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
customer's
goals.
As
always,
we
strive
to
offer
a
mix
that
aligns
with
and
anticipated
 customer purchase decisions. We are engaging with our customers to help them meet their announced goals and needs. We have
 invested
significant
in
recent
years
to
acquire
and
construct
facilities,
and
we
expect
our
focus
for
 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
22.5% of our total net shell egg sales for
 fiscal year
2025. At
the same
time, we
understand the
importance of
our continued
ability to
provide affordable
 eggs in order to provide our customers with a variety of egg choices and to address hunger in our communities.
 Branded Eggs
 We are a member of the Eggland's Best, Inc. cooperative ("EB") and produce, market, distribute and sell
 Egg-Land's
Best

and
 Land O'
Lakes

branded eggs under
license from EB
at our facilities
under EB guidelines.
EB hens
are fed a
proprietary diet
 and offerings
include nutritionally
enhanced, cage-free,
organic, pasture-raised
and free-range
eggs.
 Land O'
Lakes

branded
 eggs are produced by hens that are fed a whole-grain vegetarian diet and include brown, organic and cage-free eggs.
 In 2024, EB
was the third
best-selling dairy brand
in the U.S.
The top three
best-selling branded specialty
egg SKUs in
2024 were
 EB branded eggs
and seven out
of 10 best-selling
SKUs were EB
branded eggs. In
2024, our sales
(including sales from
affiliates)
 represented approximately 50% of EB branded eggs and 46% of
 Land O' Lakes
 branded eggs nationwide.
 Our
 brand eggs are produced at
our facilities by hens that are
provided with a vegetarian diet. Our
offerings
 of
 include cage-free, organic
and pasture raised eggs.
We market organic, vegetarian and omega-3 eggs
under
 our
 4-Grain

brand, which consists of conventional and
cage-free eggs. Our
 Sunups

and
 Sunny Meadow
 brands are sold as
 conventional eggs.
 We also produce, market and distribute private label specialty and conventional shell eggs to several customers.
 Egg Products and Prepared Foods
 Our egg product
offerings include liquid
and frozen egg
products, as well
as prepared foods
such as hard-cooked
eggs, egg wraps,
 protein pancakes,
crepes and
wrap-ups. Liquid
and frozen
are primarily
sold to
the institutional,
foodservice and
 food manufacturing sectors in the U.S. Prepared foods are sold primarily within the retail and foodservice channels.
 During March 2023, MeadowCreek Food,
LLC ("Meadowcreek"),
a majority-owned subsidiary,
began operations with a
focus
 on being
a leading
provider of
hard-cooked eggs.
During second
fiscal quarter
acquired the
remaining ownership
 in MeadowCreek and it became a wholly-owned subsidiary.

 Effective on
September 9,
2024, we
completed a
strategic investment
with Crepini
LLC, establishing
a new
and
 prepared foods venture. Crepini LLC,
founded in 2007, grew its
brand throughout the U.S.
and in 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
equipment
and
other
and
fund
working
in
exchange
for
a
51%
in
the
new
 venture. Crepini LLC contributed its existing assets and business in exchange for a 49% interest in the new venture.
 Subsequent
to
2025,
we
Echo
Lake
Foods
for
$258
million.
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. For
additional information regarding
our acquisition of
Echo Lake
 Foods, see
 Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Acquisitions
 and Part II. Item 8. Notes to Consolidated Financial Statements,
 Note 17 - Subsequent Events
.

 Summary of Product Sales
 The
table
sets
forth
the
contribution
as
a
percentage
of
revenue
and
volumes
of
dozens
sold
of
and
 specialty shell eggs and egg products and prepared food sales for the following fiscal years:
 2025
 2024
 2023
 Volume
 Volume
 Volume
 Conventional Eggs
 Branded
 6.0
 %
 5.1
 %
 4.3
 %
 4.9
 %
 6.6
 %
 6.4
 %
 Private-label
 53.8
 49.7
 46.8
 54.4
 52.9
 52.6
 Other
 7.1
 8.5
 4.4
 5.8
 5.7
 6.3
 Total Conventional Eggs
 66.9
 %
 63.3
 %
 55.5
 %
 65.1
 %
 65.2
 %
 65.3
 %
 Specialty Eggs
 Branded
 12.2
 %
 17.0
 %
 20.3
 %
 17.4
 %
 18.0
 20.4
 %
 Private-label
 14.1
 17.8
 18.5
 16.3
 11.3
 12.9
 Other
 1.3
 1.9
 1.0
 1.2
 1.1
 1.4
 Total Specialty Eggs
 27.6
 %
 36.7
 %
 39.8
 %
 34.9
 %
 30.4
 %
 34.7
 %
 Egg Products and Prepared Foods
 4.6
 %
 3.8
 %
 3.9
 %
 Marketing and Distribution
 In
2025,
we
sold
our
in
states
through
the
southwestern,
southeastern,
mid-western,
mid-Atlantic
and
 northeastern regions
U.S. as
well as
Puerto Rico
through our
extensive distribution
network to
a diverse
group of
customers,
 including national
and regional
grocery
store chains,
club stores,
companies servicing
independent supermarkets
U.S.,
 foodservice distributors and egg product consumers. Some of
our sales are completed through co-pack agreements –
a common
 practice in the industry whereby production and processing of certain products are outsourced to another producer.

 The majority of eggs sold are based on the daily or short-term needs of our customers. Most sales to established accounts are on
 payment terms ranging
from seven to
30 days. Although
we have established
long-term relationships
with many
of our customers,
 most of them are free to acquire shell eggs from other sources.
 The shell eggs
we sell are
either delivered to
our customers' warehouse
or retail stores,
by our own
fleet or contracted
refrigerated
 delivery trucks, or are picked up by our customers at our processing facilities.
 We
are a member of
the Eggland's
Best, Inc. cooperative and
produce, market, distribute and
sell
 Egg-Land's
Best

and
 Land
 O' Lakes

branded eggs directly
and through our
joint ventures, Specialty
Eggs, LLC and
Southwest Specialty Eggs,
LLC, under
 exclusive
license
agreements
in
Alabama,
Arizona,
Florida,
Georgia,
Louisiana,
Mississippi
and
Texas,
and
in
portions
of
 Arkansas, California, Kansas, Nevada,
North Carolina, Oklahoma and
South Carolina. We also have an exclusive
license in New
 York City in addition to exclusivity in select
New York metropolitan areas, including areas within
New Jersey and Pennsylvania.
 As discussed above under "Branded Eggs," we also sell our own
 and
 4-Grain
 branded eggs.
 Customers
 Our top three
customers accounted for
an aggregate of
49.2%, 49.0% and
50.1% of our
net sales dollars
for fiscal 2025,
2024,
 and 2023, respectively.
Our largest customer,
Walmart
Inc. (including Sam's Club),
accounted for 33.6%, 34.0%
and 34.2% of
 net sales dollars for fiscal 2025, 2024 and 2023, respectively.

 For shell
egg sales
in fiscal
2025, approximately
86% of
our revenue
sales to
retail customers
and 13%
to sales
to
 foodservice providers. 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, healthcare and education facilities and hotels.

 Competition
 The production, processing, and distribution of shell
eggs is an intensely competitive business, which
has traditionally attracted
 large numbers of producers in the U.S.
Shell egg competition is generally based on price, service and
product quality. The shell
 egg
industry
remains
highly
fragmented.
According
to
 Egg
Industry
Magazine
,
the
ten
largest
producers
owned
 approximately 54% of industry table egg layer hens at calendar year-end 2024 and 2023.
 Seasonality
 Retail sales of shell eggs historically have been highest during the fall
and winter months and lowest during the summer months.
 Prices for shell eggs fluctuate in response to seasonal demand
factors and a natural increase in egg production during the
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. Accordingly, we generally
expect our need
for working capital
 to be highest during those quarters.
 Growth Strategy
 Our growth
strategy is
centered on
both organic
growth and
growth through
acquisitions while
also diversifying
our product
 portfolio.
Organic
growth
is
a
core,
ongoing
focus
area
for
us
which
is
grounded
culture of
operational
excellence to
 streamline workflows, reduce waste,
optimize resources and enhance
productivity. We are committed to investing in our existing
 operations to strive for improved profitability by increasing sales, lowering costs and maintaining exceptional customer service.
 We
have continued to grow our production
of cage-free shell eggs and other
higher value specialty eggs such as
pasture-raised,
 free-range and organic shell
eggs. In addition to organic
efforts, we believe that
we can continue to expand
the market reach of
 our shell egg and egg product businesses, as
well as grow our prepared foods business through
accretive acquisitions that deliver
 favorable returns through our operating model emphasizing synergies and efficient operations.

 Trademarks and License Agreements
 We own the trademarks
,
 Sunups
,
 Sunny Meadow

and
 4Grain
. We produce and
 Egg-Land's Best

 and
 Land O' Lakes
 branded eggs under license agreements with
EB. We
believe these trademarks and license agreements
are
 important to our business.

 Government Regulation
 Our facilities and operations are
subject to regulation by various federal,
state, and local agencies, including, but
not limited to,
 the FDA,
USDA, Environmental
Protection Agency
("EPA"),
Occupational Safety
and Health
Administration ("OSHA")
and
 corresponding state agencies. The applicable regulations relate to grading, quality control, labeling, sanitary control
and reuse or
 disposal of waste. Our shell egg facilities are subject to
periodic USDA, FDA, EPA and OSHA inspections. Our feed production
 facilities are subject to FDA, EPA
and OSHA regulation and inspections. We maintain inspection programs and in certain cases
 utilize
independent
third-party
certification
bodies
to
monitor
compliance
with
regulations,
our
own
standards
and
 specifications. It is possible that we will be required to incur significant costs for compliance with such statutes and regulations.
 In the future, additional rules could be proposed that, if adopted, could increase our costs.
 A number
of states
have passed
legislation or
regulations mandating
minimum space
or cage-free
requirements for
egg production
 or have
mandated the
sale of
only cage-free
eggs and
egg products in
their states.
For further
information refer
heading
 "Specialty Eggs" within this section.
 Environmental Regulation
 Our operations and facilities are subject to various federal, state, and local environmental, health and safety
laws and regulations
 governing, among
other
things, the
generation, storage,
handling, use,
transportation, disposal,
and remediation
of
hazardous
 materials. Under these laws and
regulations, we must obtain
permits from governmental authorities,
including, but not limited to,
 wastewater discharge permits. We
have made, and will continue
to make, capital and other
expenditures relating to compliance
 with existing
environmental, health
and safety
laws and
regulations and
permits. We
are not
currently aware
 capital expenditures necessary to comply with such laws and regulations; however, as environmental, health and safety laws and
 regulations are becoming increasingly more stringent, including those relating to
animal wastes and wastewater discharges, it is
 possible that we will have to incur significant costs for compliance with such laws and regulations in the future.

 Human Capital Resources

 As of May
31, 2025, we
had 3,828 employees, of whom 3,064 worked
in egg production,
processing, and marketing,
231 worked
 in feed
mill operations
and 533, including our
executive officers, were
administrative employees. Approximately
3.8% of
our
 personnel
are
part-time, and we
utilize
temporary
employment
agencies
and
independent
contractors
to
augment
our
 staffing needs when
necessary.
For
2025,
we
had
1,975
average monthly
contingent workers.
As
of
May
31,
2025,
 employees were covered by a collective bargaining agreement. We consider our relations with employees to be good.

 Culture and Values

 We are proud
to be contributing corporate citizens where we live and work and to help
create healthy, prosperous communities.
 Our
colleagues help
us
enhance our
community contributions,
which
are driven
by
our longstanding
culture that
 strives to promote an environment that upholds integrity and respect and provides opportunities for each colleague to
realize full
 potential. These commitments
are encapsulated in the
Cal-Maine Foods'

Code of Ethics and
Business Conduct

and in our
 Human
 Rights Statement.

 Health and Safety

 Our top
priority is
the health
and safety
employees, who
produce high-quality,
affordable products
for our
 customers and contribute
to a stable
food supply. Our enterprise safety
committee is comprised of
two corporate safety
managers,
 and
seven
local
site
compliance
managers.
The
committee
that
oversees health
and
safety reviews
our
written policies
and
 changes to OSHA regulation standards annually and shares information as it relates to
outcomes from incidents monthly with all
 our facilities to improve future performance and our health and safety practices. The
committee's goals include working to help
 ensure that our engagements with customers and regulators evidence our strong commitment to our workers' health and safety.

 Our commitment to our colleagues' health includes a strong commitment to on-site worker safety, including a focus on accident
 prevention and life safety.
Our Safety and Health Program is designed to promote best practices that
help prevent and minimize
 workplace accidents and illnesses.
The scope of our Safety
and Health Program applies to
all enterprise colleagues. Additionally,
 to help
protect the
health and
well-being of
our colleagues
and people
value chain,
we require
that any
contractors or
 vendors
acknowledge
and
agree
to
comply
with
the
guidelines
governed
by
our
Safety
and
Health
Program.
At
each
of
our
 locations, our general managers are expected to uphold and implement our Safety and Health Program in alignment with OSHA
 requirements. We
believe that this
program, which is
reviewed annually by
our senior management
team, contributes to
strong
 safety outcomes. As part
of our Safety and
Health Program, we conduct
multi-lingual training that
covers topics such
as slip-and-
 fall avoidance, respiratory
protection, prevention of
hazardous communication of
chemicals, the proper
use of personal
protective
 equipment, hearing
conservation, emergency
response, lockout
and tagout
of equipment
and forklift
safety,
among others.
We
 have
also
installed dry
hydrogen
peroxide biodefense
in
our
processing
to
help
protect
our
colleagues'
 respiratory health.
To help drive
our focus
on colleague
safety, we developed
safety committees
at each
sites with
employee
 representation from each department.

 We
review the
success of
our safety
programs on
a monthly
basis to
monitor their
effectiveness and
the development
 trends that need to be addressed.

 People

 Our
strength
as
a
company
comes
from
our
employees
at
all
levels
and
we
have
a
long-established
culture
that
values
each
 individual's contributions and
encourages productivity
and growth. This
culture is driven by
our Board of
Directors (the
"Board")
 and
executive
team.
Our
Policy
against Harassment,
Discrimination,
Unlawful
or
Unethical
Conduct
and
 Retaliation; Reporting
Procedure affirms our
commitment to
supporting our
employees regardless
of race, color, religion,
sex,
 national origin or any other basis protected by applicable law.

 We
are
an
Equal
Opportunity
Employer
that
prohibits
any
violation
of
applicable
federal,
state,
or
local
law
 employment. Discrimination
on any
basis protected
by applicable
law is
prohibited. We
maintain strong
protocols to
help our
 colleagues perform
their jobs
free from
harassment and
discrimination. We are committed
to offering our
colleagues opportunities
 commensurate with our operational needs and their experiences, goals and contributions.

 Recruitment, Development and Retention

 We
believe
in
compensating
our
colleagues
with
fair
and
competitive
wages,
in
addition
to
offering
competitive
benefits.
 Approximately 79%
of
our
employees
are paid
at
hourly
rates,
which
are
all
paid
at
rates
above
the
federal
minimum wage

 requirement. We offer our full-time eligible
employees a range
of benefits, including company-paid
life insurance. The
 provides
a
comprehensive
self-insured
health
plan
and
pays
76%
of
the
costs
of
the
plan
for
participating
 employees and their families
as of December 31,
2024. Recent benchmarking of
our health plan indicates
comparable benefits,
 at lower employee contributions, when compared to an applicable Agriculture and Food Manufacturing sector grouping, as well
 as peer group data. In addition, we offer employees the opportunity
to purchase an extensive range of other group plan benefits,
 such as
dental, vision,
accident, critical
illness, disability
and voluntary
life. After
six months
of employment,
full-time employees
 who
meet
eligibility
requirements may
elect
to
participate
in
our
KSOP
retirement
plan,
which
offers
a
range
of
 alternatives and includes many positive
features, such as automatic
enrollment with scheduled automatic contribution increases
 and
loan
provisions.
Regardless
of
the
employees'
elections
to
contribute
to
the
KSOP,
the
contributes
of
 Company stock or cash equivalent at 3% of participants' eligible compensation for each pay period that hours are worked.

 We
extensive
training
and
development related
to
safety,
regulatory
compliance,
and
task
training.
 We
 invest
in
 developing our future leaders through our Management Intern, Management Trainee and informal mentoring programs.
 Sustainability
 We understand that climate, and the potential consequences of climate change, freshwater availability and preservation of global
 biodiversity, in addition
to responsible
management of
our flocks,
are vital
production of
high-quality eggs
and egg
 and to the success of
the Company. We have engaged in
agricultural production
for more than
60 years. Our
agricultural practices
 continue to evolve as we continue to
strive to meet the need for nutritious, affordable foods
to feed a growing population even as
 we exercise responsible
natural resource
stewardship and
conservation. We
published our most
recent sustainability report for
 our fiscal 2024 in July 2025, which is available
on our website. Information contained on our website is not a
part of this report
 on Form 10-K.

 Our Corporate Information
 We
maintain
a
website
at
www.calmainefoods.com
where
general
about our
and
corporate
governance
 matters is
available. The
information contained
website is
not a
part of
this report.
Our Annual
Reports on
Form 10-K,
 Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, proxy statements, and all amendments to
those reports filed or
 furnished pursuant to
Section 13(a) or
15(d) of the
Exchange Act are
available, free of
charge, through
our website as
soon as
 reasonably
practicable
after
we
file
them
with,
or
furnish
them
to,
the
SEC.
In
addition,
the
SEC
maintains
a
website
at
 www.sec.gov
that
contains
reports,
proxy
and
statements,
and
other
issuers
that
file
 electronically with the SEC. Cal-Maine Foods, Inc. is a Delaware corporation, incorporated in 1969.

 ITEM 1A.
RISK FACTORS

 Our
and
of
are
to
numerous
risks
and
uncertainties,
many
of
which
are
beyond
our
 control. The following is a description of
the known factors that
may materially affect our
business, financial condition or
 of operations. They should
be considered
carefully,
in addition to
the information set
forth elsewhere
in this Annual
Report on
 Form
10-K,
under
Part
II.
Item 7.
Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
 Operations,
in
making
any
decisions
with
respect
to
our
securities. Additional
risks
or
uncertainties
that
are
not
 currently known
to us, or
that we are
aware of
but currently
deem to be
immaterial or that
could apply to
any company could
 also materially adversely affect our business, financial condition or results of operations.
 INDUSTRY RISK FACTORS
 Market prices of
wholesale shell eggs
are volatile,
and decreases
in these prices
can adversely impact
our revenues
and
 profits.
 Our operating results are significantly affected by wholesale shell egg market prices, which fluctuate widely and are outside our
 control. As a
result, our
prior performance
should not
be presumed
to be
an accurate
indication of
future performance.
Under
 certain circumstances,
small increases
in production,
or small
decreases in demand,
within the industry
might have a
large adverse
 effect on shell egg prices. Low shell egg prices adversely affect our revenues and profits.
 Market prices for wholesale shell
eggs have been volatile and
cyclical. Shell egg prices have
risen in the past
during periods of
 high demand such as the initial outbreak of the COVID-19 pandemic and periods when high protein diets are popular. Shell egg
have
also
risen
periods
of
constrained
supply,
such
as
outbreaks
of
highly
pathogenic
avian
influenza
 ("HPAI").
During
times
when
are
high,
the
egg
industry
has
typically
geared
up
to
produce
more
eggs,
by

 increasing the number of layers, which historically has ultimately resulted in an oversupply of eggs, leading to a period of lower
 prices.

 As discussed
above in
 Part I. Item 1. Business – Seasonality
, seasonal
fluctuations impact
prices. Therefore,
comparisons
 of
our
sales
and
between
different
quarters
within
a
single
year
are
not
necessarily
meaningful
 comparisons.
 A decline in consumer demand for shell eggs can negatively impact our business.
 We believe high-protein diet trends, industry advertising campaigns, the improved nutritional reputation of eggs and an increase
 in at-home consumption of eggs
during the COVID-19 pandemic, have
all contributed at one time
or another to increased shell
 egg demand. However, it is possible that the demand
for shell eggs will decline in the
future. Adverse publicity relating to health
 or safety
concerns and
changes in
the perception
nutritional value
of shell
eggs, changes
in consumer
views regarding
 consumption of animal-based
products, as well
as movement
away from high
protein diets,
could adversely
affect demand
for
 shell eggs, which could have a material adverse effect on our future results of operations and financial condition.
 Feed costs are volatile and increases in these costs can adversely impact our results of operations.
 Feed costs are the
largest element of our
shell egg (farm) production
cost, ranging from 53%
to 63% of total
farm production cost
 in the last five fiscal years.

 Although feed ingredients,
primarily corn and soybean
meal, are available
from a number
of sources, we
do not have control
over
 the prices
ingredients we
purchase, which
are affected
by weather,
various global
and U.S.
supply and
demand factors,
 transportation and
storage costs,
speculators, agricultural,
energy and
trade policies
U.S. and
internationally,
and 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. For example, while
feed costs declined during
fiscal 2025, we saw
higher prices for corn
and soybean meal over
the last five
 fiscal years as a
result of weather-related
shortfalls in production and
yields, ongoing supply chain
disruptions, and the Russia-
 Ukraine war and its impact on the export markets. Our costs for corn and soybean meal are also affected by local basis prices.

 Increases in feed costs unaccompanied by increases in
the selling price of eggs can have a
material adverse effect on the results
 of our operations and
cash flow. Alternatively,
low feed costs can
encourage egg industry overproduction, possibly
resulting in
 lower egg prices and lower revenue.

 Agricultural risks, including
outbreaks of avian
diseases such as
HPAI,
have harmed and
in the future
could harm our
 business.

 Our shell egg production activities
are subject to a variety
of agricultural risks. Unusual or
extreme weather conditions, disease
 and pests can materially and
adversely affect the quality and quantity
of shell eggs we produce
and distribute. Outbreaks of avian
 influenza among poultry occur periodically worldwide and have occurred sporadically in the U.S. Recent HPAI outbreaks in the
 U.S. caused
significant depopulation
of U.S.
commercial table
egg layer
flocks, lower
supplies and
higher shell
egg
 prices. 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. For
additional information, refer
to
 Part II. Item 7. Management's Discussion and
 Analysis of Financial Condition and Results of Operations – HPAI
.
 We
maintain controls
and procedures
designed to
reduce the
risk of
exposing our
flocks and
employees to
harmful diseases;
 however, despite
these efforts, outbreaks
of avian diseases
can and do
still occur and
have adversely impacted,
and may in
the
 future adversely impact, the health
of our flocks and could in the
future adversely impact the health
of our employees. Continued
 or intensified spread of
HPAI could have a material adverse impact on
our financial results by
increasing government restrictions
 on the sale and distribution of
our products and requiring us to
euthanize the affected layers. Negative publicity
from outbreaks
 within our industry can
negatively impact customer perception. If
a substantial portion of
our layers or production
are
 affected by any of these factors in any given quarter or year, our business, financial condition, and results of operations could be
 materially and adversely affected.
 Shell
eggs
and
shell
egg
are
susceptible to
microbial
contamination, and
we
may
be
to,
or
we
may
 voluntarily, recall contaminated products.
 Shell eggs
and shell
are vulnerable
to contamination by
pathogens such
as Salmonella
Enteritidis. The Company
 maintains policies and procedures designed to comply with the complex
rules and regulations governing egg production, such as
 The Final
Egg Rule
issued by
the FDA
"Prevention of
Salmonella Enteritidis
in Shell
Eggs During
Production, Storage,
and
 Transportation," and the FDA's
Food Safety Modernization Act. Shipment of contaminated products, even if inadvertent, could

 result in a
violation of law
and lead to
increased risk
of exposure to
product liability
claims, product
recalls and scrutiny
by federal
 and
state
regulatory
agencies.
We
have
little,
if
any,
over
proper
handling
once
the
has
been
shipped
or
 delivered. In
addition,
purchased
from
other
producers
could
contain
contaminants
that
might
be
inadvertently
 redistributed by us. This has occurred in the past and we were
required to recall eggs redistributed to our customers. As such, we
 might decide
or be
required to
recall a
product if
we, our
customers or
regulators believe
it poses
a potential
health risk. Any
 product recall
could result
in a
loss of
consumer confidence
products, adversely
affect our
reputation with
existing and
 potential customers and
have a material
adverse effect on
our business, results
of operations and
financial condition. We currently
 maintain insurance
with respect
to certain
of these
risks, including
product liability
insurance, business
interruption insurance,
 product recall insurance and general liability insurance, but in many cases such insurance is
expensive, difficult to obtain and no
 assurance can be
given that such
insurance can be
maintained in the
future on acceptable
terms, or in
sufficient amounts to
protect
 us against losses
due to any such events, or at all.
 Our
profitability
may
be
impacted
by
increases
in
other
input
costs
such
as
packaging
materials,
delivery
 expenses, construction materials and equipment, including as a result of inflation and tariffs.
 In addition to feed ingredient costs, other significant input costs include costs
of packaging materials and delivery expenses. Our
packing materials
increased during
the past
three fiscal
years due
to inflation
and higher
labor costs,
and during
2022
 also as a
result of supply
chain constraints initially caused
by the pandemic,
and these costs
may continue to increase.
We
also
 experienced increases in delivery expenses during fiscal 2023 and 2022 due to increases in fuel and labor costs for
both our fleet
 and contract trucking, and these
costs may continue to increase.
Changes in U.S. trade and
tariffs policies may cause higher costs
 for construction materials, equipment, packaging and other
items. Increases in these costs are
largely outside of our control
and
 could have a material adverse effect on our profitability and cash flow.
 BUSINESS AND OPERATIONAL RISK FACTORS
 Our acquisition growth strategy subjects us to various risks.
 As discussed in
 Part I. Item I. Business – Growth Strategy
, we plan to continue to pursue a growth strategy that includes,
in part,
 selective acquisitions
of
other
businesses engaged
in
the production
and sale
of
shell
eggs, with
a priority
on
those that
will
 facilitate our ability
to expand our
cage-free shell egg
production capabilities
in key locations
and markets.
We may over-estimate
 or under-estimate the
demand for cage-free
eggs, which could
cause our acquisition
strategy to be
less-than-optimal for our
 growth and profitability.
The number of existing businesses with
cage-free capacity that we may
be able to purchase is
limited,
 as
most
of
shell
eggs
by
other
in
our
markets
currently
does
not
meet
demands
or
legal
 requirements to be designated as cage-free. Conversely, if we acquire cage-free production capacity, which is more expensive to
and
operate,
and
demands
or
legal
requirements
for
eggs
were
to
change,
the
resulting
lack
of
 demand for cage-free eggs may result in higher costs and lower profitability.
 Acquisitions require capital resources and
can divert management's attention from our existing
business. Acquisitions also entail
 an inherent risk that
we could become
subject to contingent
or other liabilities,
including liabilities arising
from events or
conduct
 prior to
our acquisition
of a
business that
were unknown
to us
time of
acquisition. We
could incur
significantly greater
 expenditures in integrating an acquired business than we anticipated at the time of its purchase.
 We cannot assure you that we:

 will identify suitable acquisition candidates;

 can consummate acquisitions on acceptable terms;

 can successfully integrate an acquired business into our operations; or

 can successfully manage the operations of an acquired business.
 No
assurance can
be
given
that
businesses
we
acquire
in
the
will
contribute
positively
to
our
of
or
 financial condition.
In addition,
federal antitrust
laws require
regulatory approval
of acquisitions
that exceed
certain threshold
 levels of significance, and we cannot guarantee that such approvals would be obtained.
 The consideration we pay
in connection with any
acquisition affects our financial
results. If we pay
cash, we could be
 to
use
a
portion
of
our
available cash
or
credit
facility
to
consummate
the
acquisition.
To
the
extent
we
issue
of
our
 Common Stock, existing
stockholders may be
diluted. In addition,
acquisitions may result
in additional debt.
Our ability to
access
 any additional capital
that may
be needed
for an
acquisition may be
adversely impacted by
higher interest rates
and economic
 uncertainty.

 We
may
not
realize
the
anticipated
benefits
of
our
acquisition
of
Echo
Lake
Foods
and
our
strategy
to
diversify
our
 product mix to include more prepared foods.
 As discussed
elsewhere in
this report,
we completed
our acquisition
of Echo
Lake Foods
on June
2, 2025.
Although we
had
 already diversified our business
with some prepared foods
product offerings, the
acquisition of Echo Lake
Foods represented a
 significant expansion of
this strategy.
Accordingly, we
may experience unexpected
challenges in integrating
and managing the
 business of
Echo Lake
Foods. Integrating
Echo Lake
Foods' business
may be
more costly
or time
consuming than
we expect.
 Even if
the business
of Echo
Lake Foods
is successfully
integrated, we
may not
realize the
benefits we
expect from
the acquisition,
 including the
synergies, cost
savings, reduction
in earnings
volatility,
margin expansion,
financial returns,
expanded customer
 relationships, or sales
or growth opportunities.
Our experience managing
prepared foods businesses
is much more
limited than
 our experience managing
our shell egg
and egg products
businesses, and our
strategy to diversity
our product mix
to include more
 prepared foods may not produce the
favorable financial and other results
that we anticipate. For additional information
 our
acquisition of
Echo Lake
Foods, see
 Part II. Item 7. Management's Discussion and Analysis of Financial Condition and
 Results of Operations - Acquisitions

and
 Part II. Item 8. Notes to Consolidated Financial Statements, Note 17 - Subsequent
 Events
.
 Global or
regional
health crises
including pandemics
or epidemics
could have
an adverse
impact on
our business
and
 The
effects
of
global
or
regional
pandemics
or
epidemics can
significantly
our
Although
demand
for
our
 products could
increase as
a result
of restrictions
such as
travel bans
and restrictions,
quarantines, shelter-in-place
orders, and
 business and government
shutdowns, which can
prompt more consumers
to eat at
home, these restrictions
could also significantly
 increase our cost of doing
business due to labor shortages,
supply-chain disruptions, increased costs
and decreased availability of
 packaging supplies or feed, and
increased medical and other costs.
We
experienced these impacts as a
result of the COVID-19
 pandemic,
our
years
2020
and
2021.
The
pandemic
recovery
also
contributed
to
higher
inflation
and
rates,
which
persist
and
may
continue
to
persist.
The
impacts
of
health
crises
are
difficult
to
predict
and
depend
on
 numerous factors
including the severity,
length and
geographic scope of
the outbreak, resurgences
disease and
variants,
 availability and
acceptance of
vaccines, and
governmental, business
and individuals'
responses.
A resurgence
of COVID-19
 and/or variants, or any future major
public health crisis, would disrupt our
business and could have a material adverse
effect on
 our financial results.
 Our largest customers have accounted
for a significant portion of
our net sales volume. Accordingly, our business
may be
 adversely affected by the loss of, reduced purchases by, or pricing pressure from, one or more
of our large customers.
 Our customers, such as supermarkets, warehouse clubs and food distributors, have continued to consolidate and consolidation is
 expected to continue.
These consolidations have
produced larger customers and
potential customers with
increased buying power
 that are more
capable of operating with
reduced inventories, opposing price
increases, and demanding lower
pricing, increased
 promotional programs and specifically
tailored products. Because of
these trends, our volume
growth could slow or
we may need
 to lower prices or increase promotional spending for our products, any of which could adversely affect our financial results.

 Our top three customers
accounted for an aggregate
of 49.2%, 49.0% and
50.1% of our net
sales dollars for fiscal
2025, 2024 and
 2023, respectively.
Our largest
customer, Walmart
Inc. (including Sam's
Club), accounted for
33.6%, 34.0% and
34.2% of net
 sales dollars for fiscal
2025, 2024 and 2023,
respectively. Although we have established long-term
relationships with most of
our
 customers who continue to
purchase from us based
on our ability to
service their needs, they
are generally free to
acquire shell
 eggs from other
sources. If, for any
reason, one or
more of our
large customers were
to purchase significantly
less of our
shell
 eggs in the future, terminate their
purchases from us or demand significantly
lower pricing, and we were not
able to sell our shell
 eggs to
new customers
at comparable
levels, it
would have
a material
adverse effect
on our
business, financial
condition, and
 results of operations.
 The recent high market prices
for eggs, primarily caused by the
HPAI-related
reduction in supply,
led to pressure from
 customers to
change long-standing
market-based pricing
frameworks and/or
otherwise reduce
the price
eggs. A
 material change in
our sales arrangements
with key customers
could have a
material adverse effect
on our revenues,
gross
 profits and
net income. Other
reactions to
high egg prices,
including by state
or federal government
agencies, may also
 adversely impact our business.
 Market prices for wholesale shell eggs have been volatile
and cyclical over time. Market prices for eggs
tend to increase during
 and following outbreaks of
agricultural diseases in the
egg industry that reduce
the supply of eggs,
which has occurred during
the
HPAI
outbreak,
until
the
supply
and
demand
balance
is
restored.
Many
of
our
sales
arrangements
with
customers,
 particularly for conventional eggs, are based on formulas that take into account, in varying ways, independently quoted regional
 wholesale
for
eggs.
The
recent
high
for
eggs
have
led
to
pressure
from
to
change

 longstanding market-based pricing frameworks and/or otherwise reduce the price of our
eggs. To remain competitive
and retain
 our
and
gain
new
ones,
we
must
consider
our
relationships
and
the
reactions
and
reactions
of
 competitors. A
material change
sales arrangements
with key
customers could
have a
material adverse
effect on our
revenues
 and gross profits.
 Other
reactions
to
high
egg
may
also
our
business.
On
February
26,
2025,
the
U.S.
Secretary
of
 Agriculture announced a
$1 billion comprehensive
strategy to curb
HPAI, protect the U.S. poultry industry, and lower
egg prices.
 The Secretary's
five-pronged strategy
includes an
additional $500
million for
biosecurity measures,
$400 million
in financial
 relief for affected farmers, and $100 million for vaccine research, actions to reduce regulatory burdens, and exploring temporary
 egg import options.
In March 2025,
we received a
civil investigative demand
in connection with
a widely publicized
investigation
Antitrust Division
Department of
Justice ("DOJ")
into the
causes behind
nationwide increases
in egg
prices. In
 addition,
persistent
high
egg
may
cause
some
consumers
to
fewer
eggs.
Persistent high-price
cycles
and
the
 existence of the
DOJ investigation may
also increase attention
on the egg
industry,
and the Company
specifically, by
state and
 federal government agencies, which may lead
to additional government investigations or
related activities. The potential impacts
 of these reactions on our
business are unclear,
unpredictable and may divert our
resources and attention from our
core business
 activities, and they may have an adverse effect that could be material.

 Our business is highly competitive.
 The production and sale of fresh shell eggs, which accounted for 94.3% to 95.3% of our net sales in our last three fiscal years, is
 intensely competitive.
We
compete with
a large
competitors that
may prove
to be
more successful
than we
are in
 producing, marketing and selling shell eggs. We cannot provide assurance that we will be able to compete successfully with any
 or all of these companies. Increased competition could result in price reductions, greater
cyclicality, reduced margins and loss of
 market share, which would negatively affect our business, results of operations, and financial condition. In
addition, our growth
 strategy
includes
expansion
of
our
offerings
foods.
The
foods
is
intensely
 competitive and includes
competition from
other prepared food
companies and
other suppliers of
prepared and convenience
foods
restaurants,
grocery
stores
and
convenience
stores,
many
of
which
have
more
experience
and
 convenience foods businesses.
 We
are
dependent
on
our
team,
and
the
loss
of
any
key
member
of
this
team
may
affect
the
 implementation of our business plan in a timely manner.
 Our success depends
largely upon
the continued service
of our senior
management team. The
loss or interruption
of service of
 one or more of
our key executive officers
could adversely affect our
ability to manage our
operations effectively and/or pursue
 our growth strategy.
We
have not entered into
any employment or non-compete
agreements with any of
our executive officers.
 Competition could cause us to lose talented employees, and unplanned turnover could deplete institutional knowledge and result
 in increased costs due to increased competition for employees.

 Our
is
dependent
on
our
technology
and
software,
and
failure
to
protect
against
or
 effectively respond to cyber-attacks, security
breaches, or other incidents involving those systems, could adversely affect
 day-to-day operations and decision making processes and have an adverse effect on our performance and reputation.
 The efficient operation of our business depends on our information technology systems, which we rely on to effectively manage
 our
data,
communications,
logistics,
accounting,
regulatory
and
other
processes.
If
we
do
not
allocate
and
 effectively manage the resources necessary
to build and sustain an
appropriate technology environment, our
business, reputation,
 or financial results could be negatively impacted. In addition, our information technology systems may be vulnerable to damage
 or
interruption
from
circumstances
beyond
our
control,
failures,
natural
disasters,
terrorist
attacks,
 viruses, ransomware, security breaches or cyber incidents. Cyber-attacks are becoming more sophisticated and
are increasing in
 the number of attempts and frequency by groups and individuals with a wide range of motives. We have experienced and expect
 to continue to experience attempted cyber-attacks of our information technology systems or networks.

 We regularly engage
with third-party
service providers
as part
operations to
provide a
high level
of service
customers.
 We have implemented certain practices and policies to minimize the potential risks associated with the exchange of
 with contracted vendors.
Despite these practices
and policies, we
cannot guarantee that
information technology systems
 third-party service
providers will
prevent and
detect all
cybersecurity breaches
and incidents.
Although we
require third-party
 service providers to
notify us upon
a potential breach
or incident, there
is a potential
risk that our
business, reputation, or
 results could be negatively impacted by cybersecurity incidents at their businesses.
 Additionally, future or past
business transactions
(such as acquisitions
or integrations) could
expose us
to additional cybersecurity
 risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated systems

 and technologies.
Furthermore, we
may discover
security issues
that were
not found
during due
diligence of
such acquired
or
 integrated businesses, and
it may be
difficult to
integrate businesses into
our information technology
environment and security
 program.
 Our information technology systems also subject us to numerous data privacy obligations. We may at times fail (or be perceived
 to have failed) in our
efforts to comply with our
data privacy obligations. If we or
the third parties on which we
rely fail, or are
 perceived to have failed, to address or comply with applicable data privacy obligations, we could face significant consequences,
 including but
not limited
to government
enforcement actions
and litigation.
A security breach of
sensitive information
could result
 in damage to
our reputation and our
relations with our customers
or employees. Any
such damage or interruption
could have a
 material adverse effect on our business.

 Technology
and related
business and
regulatory requirements
change rapidly.
Failure to
update or
replace legacy
to
address
these
could
result
in
increased
remediation
system
downtime,
third
party
 litigation, regulatory actions or cyber security vulnerabilities which could have a material adverse effect on our business.
 Labor shortages or increases in labor costs could adversely impact our business and results of operations.
 Our
success
is
dependent
upon
recruiting,
motivating,
and
retaining
staff
to
operate
our
farms.
Approximately
79%
of
our
 employees are
paid at
hourly rates,
often in
entry-level positions.
While all
our employees
are paid
at rates
above the
federal
 minimum wage requirements, any significant increase
in local, state or federal
minimum wage requirements could increase our
 labor costs. In
addition, any regulatory
changes requiring us to
provide additional employee benefits
or mandating increases
in
 other employee-related costs, such
as unemployment insurance or
workers compensation, would increase our
costs. A shortage
 in
the
labor
pool,
which
may
be
caused
by
competition
from
other
employers,
the
remote
locations
of
many
of
our
farms,
 decreased labor
participation rates
or changes
in government-provided
support or
immigration laws
or policies,
particularly in
 times of lower unemployment, could adversely affect
our business and results of operations. A
shortage of labor available to us
 could cause our farms to operate with
reduced staff, which could negatively impact
our production capacity and efficiencies. In
 fiscal 2022, our
labor costs increased
primarily due to
the COVID-19 pandemic
and its effects,
which caused us
to increase wages
 in response to
labor shortages.
In fiscal 2024
and 2025, labor
wages continued to
rise due to
inflation and low
unemployment.
 Accordingly, any significant labor shortages or increases in our labor costs could have a material adverse effect on our results of
 LEGAL AND REGULATORY
RISK FACTORS
 Pressure from animal rights groups regarding the treatment
of animals may subject
us to additional costs to
conform our
 practices
to
comply
with
developing
standards
or
us
to
marketing
costs
to
defend
challenges
to
our
 practices and protect our image with our customers. In particular,
changes in customer preferences and state legislation
 have accelerated an increase in demand for cage-free eggs, which increases uncertainty in our business
and increases our
 costs.
 We and many of our customers face
pressure from animal rights
groups, such as People
for the Ethical Treatment of
Animals and
 the Humane Society of the United States, to require companies that supply food products
to operate their businesses in a manner
 that
treats
animals
in
conformity
with
standards
developed
or
approved
by
these
groups.
In
general,
we
may
incur
 additional costs to conform
our practices to address
these standards or to
defend our existing practices
and protect our image
with
 our customers. The
standards promoted by
these groups change
over time, but
typically require minimum
cage space for
hens,
 among other requirements, and some of these groups have led successful legislative efforts to
ban any form of caged housing in
 various states.

 As
discussed
in
 Part I. Item 1. Business - Government Regulation
,
ten
states
have
passed
minimum
space
and/or
 requirements for
hens, and
other states
are considering
such requirements.
In addition,
a significant
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. While we
 anticipate that
our retail
and foodservice
customers will
continue to transition
to selling
cage-free eggs
given publicly
stated goals,
 there is
no assurance
that this
transition will
take place
or take
place according
timeline of
current cage-free
goals. For
 example, customers may accelerate their transition to
stocking cage-free eggs, which may challenge
our ability to meet the cage-
 free volume needs
of those customers
and result in
a loss of
shell egg sales.
Similarly,
customers who commit
to stock greater
 proportional quantities of cage-free eggs
are under no obligation to
continue to do so, which
may result in an oversupply
of cage-
 free eggs and
result in lower
specialty egg prices,
which could reduce
the return on
our capital investment
in cage-free production.
 In
addition, on
July
9,
2025, the
DOJ filed
a
lawsuit
against the
State of
California alleging
that
California's
cage-free laws
 "impose burdensome red tape on the production of eggs and poultry products nationally in
violation of the Supremacy Clause of

 the U.S. Constitution" and lead to higher egg prices for U.S. consumers.
The outcome of this litigation could further complicate
 and the cage-free egg landscape and affect our ability to successfully navigate these issues.
 Changing
our
infrastructure
and
to
conform
to
consumer
preferences,
demands,
laws
and
 challenges to these
laws. has resulted
and will continue
to result in
additional costs, including
capital and operating
cost increases.
 The USDA reported that the estimated U.S. cage-free flock was 129.2 million hens as of May 31, 2025, which
is approximately
 44.9% of the total U.S. table egg layer hen population. According to the USDA Agricultural Marketing Service, as of December
 2024
221.4
hens,
or
about
73%
of
the
U.S.
non-organic
laying
flock
would
have
to
be
in
 production to meet projected cage-free commitments from the retailers, foodservice providers and food manufacturers that have
 stated goals to transition to cage-free eggs.

 In response
customers' announced goals
and increased
legal requirements for
cage-free eggs, we
have increased
 expenditures
to
increase
our
capacity.
We
are
also
enhancing
our
focus
on
capacity
when
 considering acquisition
opportunities. Our
customers typically
do not
commit to
long-term purchases
of specific
quantities or
 type of eggs with
us, and as a
result, we cannot predict
with any certainty which
types of eggs they
will require us to
supply in
periods.
The
of
eggs
is
more
costly
than
the
of
eggs,
and
these
higher
 production costs contribute to the
prices of cage-free eggs,
which historically have typically
been higher than conventional
egg
 prices. Many
consumers prefer
to buy
less expensive
conventional shell
eggs. These
consumer preferences,
in addition
 regulatory
landscape,
may
in
turn
influence
our
customers'
needs
for
and
eggs.
Due
to
these
 uncertainties, we may over-estimate future demand for cage-free eggs, which could increase our costs unnecessarily,
or we may
 under-estimate future demand for
cage-free eggs, which could harm
us competitively.
If our competitors obtain non-cancelable
 long-term contracts to provide cage-free
eggs to our existing or
potential customers, then there may
be decreased demand for our
eggs
due
to
these
lost
sales.
If
we
and
our
competitors increase
egg production
and
there is
no
 commensurate increase in
demand for cage-free
eggs, this overproduction
could lead to
an oversupply of
cage-free eggs, reducing
 the sales price for specialty eggs and our return on capital investments in cage-free production.
 Failure
to
comply
with
applicable
governmental
regulations,
environmental
regulations,
could
harm
our
 operating results,
financial condition,
and reputation. Further,
we may
incur significant
costs to
comply with
any such
 regulations.
 We are subject to federal,
state and local
regulations relating to
grading, quality control,
labeling, sanitary control,
waste disposal,
areas of
our business.
As a
fully-integrated shell
egg producer,
our shell
egg facilities
are subject
to regulation
and
 inspection by the USDA, OSHA, EPA and FDA, as well as state and local health and agricultural agencies, among others. All of
 our shell egg production
and feed mill
facilities are subject
to FDA, EPA and OSHA regulation
and inspections. In
addition, rules
 are often proposed that, if adopted as proposed, could increase our costs.

 Our operations and facilities are subject to various federal, state and local environmental, health, and safety
laws and regulations
 governing, among
other
things, the
generation, storage,
handling, use,
transportation, disposal,
and remediation
of
hazardous
 materials. Under these laws and regulations, we are required to obtain permits from governmental authorities, including, but not
 limited to wastewater discharge permits and manure and litter land applications.
 If we
fail to
comply with
applicable laws or
regulations, or fail
to obtain necessary
permits, we could
be subject
to significant
 fines and penalties or other sanctions, our reputation could be harmed, and our
operating results and financial condition could be
 materially adversely
affected.
In addition,
because these
laws and
regulations are
becoming increasingly
more stringent,
it is
 possible that we will be required to incur significant costs for compliance with such laws and regulations in the future.
 Climate change and legal or regulatory responses may have an adverse impact on our business and results of operations.

 Extreme weather
events, such
as derechos,
wildfires, drought,
tornadoes, hurricanes,
storms, floods
or other
natural disasters
 could materially and adversely affect our operating results and financial condition. In fact, derechos, fires, floods, tornadoes and
 hurricanes have affected our facilities or the facilities of other egg producers in the past. Increased
global temperatures and more
 frequent occurrences
of extreme
weather events,
which may
be exacerbated
by climate
change, may
cause crop
and livestock
 areas to
become unsuitable,
including due
to water
scarcity or
high or
unpredictable temperatures,
which may
result in
much
 greater stress on food systems and more pronounced food insecurity globally. Lower global crop production, including corn and
 soybean meal, which
are the primary
feed ingredients that
support the health
of our animals,
may result in
significantly higher
 prices for these commodity inputs, impact
our ability to source the commodities
we use to feed our flocks, and
negatively impact
 our ability to
maintain or grow
our operations. Climate
change may increasingly
expose workers and
animals to high
heat and
 humidity
stressors
that
poultry
and
our
costs.
Increased
greenhouse
gas
emissions
may
also
 negatively impact air quality, soil quality and water quality, which may hamper
our ability to support our operations,
particularly
 in higher water- and soil-stressed regions.

 Increasing frequency
of severe
weather events,
whether tied
to climate
change or
any other
cause, may
negatively impact
our
 ability to
raise poultry
and produce
eggs profitably
or to
operate our
transportation and
logistics supply
chains. Regulatory
 and market
pricing may
drive the
fossil-based fuels
higher,
which could
negatively impact
our ability
to
 source commodities necessary
to operate
our farms or
plants and
our current
fleet of
vehicles. These
changes may
cause us
to
 change, significantly, our day-to-day business operations and our strategy. Climate change and extreme weather events
may also
 impact demand for
our products given
evolution of consumer
food preferences. Even
if we take
measures to position
our business
 in anticipation
of such
changes, future
compliance with
legal or
regulatory requirements
may require
significant management
 time, oversight and enterprise expense. We may also incur significant expense tied to regulatory fines if laws and regulations are
 interpreted and applied in a manner
that is inconsistent with our business practices.
We
can make no assurances that our
efforts
 to prepare
for these
adverse events
will be
in line
with future
market and
regulatory expectations
and our
access to
capital to
 support our business may also be adversely impacted.
 Current and
litigation and
other legal
matters could
expose us
to significant
liabilities and
adversely affect
our
 business reputation.
 We
and
of
our
subsidiaries
are
involved
in
various
legal
proceedings
and
other
legal
matters. Litigation, government
 investigations and
other legal matters
are inherently
unpredictable, and although
we believe we
have meaningful
defenses in these
 matters, we may incur liabilities due
to adverse judgments or penalties or
we may enter into settlements of
claims, which could
 have a material
adverse effect on
our results of
operations, cash flow
and financial condition.
For a discussion
of our ongoing
 legal proceedings see
 Part I. Item 3. Legal Proceedings

below and Part
II. Item 8.
Notes to the
Consolidated Financial Statements,
 Note 16 – Commitments and Contingencies
.

Such lawsuits,
investigations and other
legal matters are
expensive to respond
to
 and
defend,
divert
management's
attention,
and
may
result
in
significant
adverse
judgments,
penalties
or
settlements. Legal
 proceedings may expose us to negative publicity,
which could adversely affect our business reputation and customer preference
 for our products and brands.
 FINANCIAL AND ECONOMIC RISK FACTORS
 Weak or unstable economic conditions, including continued high inflation
and interest rates, could negatively impact our
 business.
 Weak
or unstable economic conditions,
including continued high inflation
and interest rates, may
adversely affect our
 by:

 Limiting our access to capital markets or increasing the cost of capital we may need to grow or operate our business;

 Changing consumer spending and habits and demand for eggs, particularly higher-priced eggs;

 Restricting the supply of energy sources or increasing our cost to procure energy; or

 Reducing the availability
of feed ingredients,
packaging material, and
other raw materials,
or increasing the
cost of these
 items.
 Deterioration of economic conditions could also negatively impact:

 The financial condition of our suppliers, which may make it more difficult for them to supply raw materials;

 The financial condition of our customers, which may decrease demand for eggs or increase our bad debt expense; or

 The financial condition of our insurers, which
could increase our cost to obtain insurance,
and/or make it difficult for or
 insurers to meet their obligations in the event we experience a loss due to an insured peril.
 According
to
the
U.S.
Bureau
of
Labor
Statistics,
from
May
2021
to
May
2022,
the
Consumer
Price Index for
All
Urban
 Consumers ("CPI-U") increased 8.5 percent, the largest 12-month
increase since the period ending December 1981. The
CPI-U
 increased 4.1%, 3.3%, and 2.4% annually from May 2022 to May 2025. Inflationary costs have increased our input costs, and if
 we are unable to pass these costs through to the customer it could have an adverse effect on our business.
 We
hold significant
cash balances
in deposit
accounts with
deposits in
excess of
the amounts
insured by
the Federal
Deposit
 Insurance Corporation
("FDIC"). In
the event
of a bank
failure at
an institution where
we maintain deposits
in excess of
the FDIC-
 insured amount, we may lose such excess deposits.
 The
loss
of
any
registered
trademark
or
other
intellectual
property
could
enable
other
to
compete
more
 effectively with us.
 We
utilize intellectual
property in
our business. For
example, we
own the
trademarks
,
 4Grain, Sunups
,
 and
 Sunny Meadow
. We
produce and market
 Egg-Land's
Best

and
 Land O' Lakes
 under license agreements
with EB. We

 have invested a
significant amount of
money in establishing
and promoting our
trademarked brands. The loss
or expiration of
any
 intellectual property
could enable
our competitors
to compete
more effectively
with us
by allowing
them to
make and
sell products
 substantially
similar
to
those
we
offer. This
could
negatively
our
ability
to
produce
and
sell
those
products,
thereby
 adversely affecting our operations.
 Impairment in the
carrying value of
goodwill or other
assets could negatively
affect our results of
operations or net
worth.
represents
the
of
the
cost
of
acquisitions
over
the
fair
value
of
the
identifiable
net
 acquired. Goodwill
is
reviewed
at
least
annually
for
impairment
by
assessing
qualitative
factors
to
determine
the
 existence of events or circumstances leads to a determination that it is
more likely than not that the fair value of a reporting unit
 is less than
its carrying amount. As
of May 31,
2025, we had
$46.8 million of goodwill. While
we believe the
current carrying
 value of this goodwill is
not impaired, future goodwill impairment
charges could adversely affect our results of
operations in any
 particular period and our net worth.
 Events beyond our control such as extreme weather and natural disasters could negatively impact our business.

 Fire, bioterrorism,
pandemics, extreme
weather or
natural disasters,
including droughts,
floods, excessive
cold or
heat, water
 rights restrictions, hurricanes or other
storms, could impair the health
or growth of our flocks, decrease
production or availability
 of feed ingredients,
or interfere with
our operations due
to power outages,
fuel shortages, discharges
from overtopped or
breached
 wastewater treatment lagoons, damage to our production
and processing facilities, labor shortages or disruption
of transportation
 channels, among other things. Any of these factors could have a material adverse effect on our financial results.
 RISK FACTORS RELATING
TO OUR COMMON STOCK
 Provisions of our certificate
of incorporation, bylaws,
and Delaware law may
make an acquisition
of us or a
change in our
 management more difficult.
 Certain provisions of
our certificate of incorporation
and bylaws could
discourage, delay or
prevent a merger, acquisition or
other
 change in control that stockholders may consider favorable, including transactions in which an investor might otherwise receive
 a premium for its shares. These
provisions also could limit the price
that investors might be willing
to pay in the future for
 of our Common Stock, thereby depressing the
market price of our Common Stock. Stockholders
who wish to participate in these
 transactions may
not have
the opportunity
to do
so. Furthermore,
these provisions
could prevent
or frustrate
attempts by
our
 stockholders to replace or remove our management. These provisions:

 provide for the
division of the
Board into three
classes as nearly
equal in size as
practicable with staggered three-year
 terms and limit the removal of directors and the filling of vacancies;

 authorize our Board to set the
terms of and issue preferred stock, without
stockholder approval, that could be issued to
 persons friendly to management
or could operate as
a "poison pill" to
dilute the stock ownership
of a potential hostile
 acquirer to prevent an acquisition that is not approved by our Board;

 prohibit stockholder action by written consent;

 prohibit stockholders from calling special meetings of stockholders;

 establish advance notice requirements
for stockholder nominations
to our Board or
for stockholder proposals that
can be
 acted on at stockholder meetings; and

 require the approval of the
holders of at least 66-2/3%
of the voting power of all
then outstanding shares of capital
stock
 of the Company entitled
to vote generally in
the election of directors,
voting together as a
single class, in order
to amend
 our certificate of incorporation and bylaws.
 In addition,
we are
governed by
the provisions
of Section
203 of
the Delaware
General Corporation
Law,
which may,
unless
 certain criteria are
met, prohibit large stockholders,
in particular those
owning 15% or
more of our
outstanding voting stock,
from
 merging or combining with us for a prescribed period of time.
 The loss of controlled company status could disrupt our business.
 Until April 14,
2025, our Company
was controlled
by members of
the family
of our founder,
Fred R. Adams,
Jr. since its founding
 and since it became a public company.
As described in Part II. Item 8. Notes
to the Consolidated Financial Statements, Note 11
 – Equity,
on April
14, 2025,
ceased to
be a
"controlled company"
under the
rules of
The Nasdaq
Stock Market
 when all
outstanding shares
of Class
Stock, all
of which
were controlled
family,
were converted
to
 Common Stock.
Immediately prior thereto,
members of
the family-controlled shares
of Class
Stock and
 Stock that
resulted in
voting power
of 53.2%.
After the
conversion of
the Class
Stock and
the subsequent
sale by
 family members in a registered
public offering of 2,978,740
shares of Common Stock on
April 17, 2025, and as
reported on an

 amendment to Schedule 13D, the
family beneficially owned approximately 6.1% of
our outstanding Common Stock. Adolphus
 B. Baker,
Board Chair and a
family member, has
indicated that he is
willing to serve as
executive Board Chair at
least through
 our 2027 annual meeting
of stockholders. The effect of
the loss of controlled
company status on the
trading price of our
 Stock and
on our
business is
uncertain, including
our ability
to retain
and hire
key personnel
and maintain
relationships with
 customers and suppliers,
and on our
operating results. In
addition, our business
may be more
likely to be
disrupted by persons
 seeking to influence or
effect a change
of control, change
of management or
change in governance of
our Company.
Any such
 disruptions to our business could have a material adverse effect on our operations and financial results.
 The price of
our Common Stock
may be affected
by the availability
of shares
for sale in
the market, and
investors may
 experience significant dilution
as a result of
future issuances of our
securities, which could
materially and adversely
affect
 the market price of our Common Stock.
 The sale or availability for
sale of substantial amounts of
our Common Stock could adversely
impact the price of our
 Stock. Our Fourth Amended and Restated Certificate of Incorporation authorizes
us to issue 120,000,000 shares of our Common
 Stock
and
10,000,000
of
preferred
stock.
As
of
July
22,
2025,
there
were
48,497,477
of
our
Stock
 outstanding and
no shares
of preferred
stock outstanding.
Accordingly,
a substantial
shares of
our Common
Stock
 remain authorized for issuance and could become available for sale in the market. Our Fourth
Amended and Restated Certificate
 of Incorporation authorizes our
Board to set the
terms of and issue
preferred stock, without stockholder
approval, and such shares
 if
issued
could
dilute
the
voting
and
economic
interests
of
holders
of
Stock.
In
addition,
2,791,854
of
our
Stock
held
by
the
family
of
our
late
founder
remain
to
the
registration
provided
by
the
Agreement
 Regarding Conversion, dated February 25, 2025, by and among the Company, DLNL, LLC and such family members. Also, we
 may be obligated to
issue additional shares of
our Common Stock in
connection with employee benefit
plans (including equity
 incentive plans or under our KSOP).
 In
the
future,
we
may
decide
to
raise
through
offerings
of
our
Stock,
preferred
stock,
 convertible into or exchangeable for our Common Stock of preferred stock, or rights
to acquire those securities or our Common
 Stock or
preferred stock.
We
may also
issue such
securities as
consideration in
an acquisition. The
issuance of
such securities
 could result in dilution of existing stockholders'
equity interests in us. Issuances of
substantial amounts of our Common Stock
or
 preferred stock, or
the perception that
such issuances could
occur, may adversely affect prevailing
market prices for
our Common
 Stock.
 The price of our Common Stock may fluctuate significantly.
 The market price of our Common Stock
has fluctuated significantly and may continue to
do so for various reasons including, but
 not limited to, the following, many of which are beyond our control:

 our quarterly or annual earnings or those of other companies in our industry;

 the public's reaction to our press releases, our other public announcements and our filings with the SEC;

 changes in recommendations by research analysts who track our Common Stock or the stock of other companies in our
 industry, or a decision by such an analyst to reduce or cease coverage regarding our Common Stock;

 changes in
general conditions
U.S. and
global economy, financial
markets or
our industry, including
those resulting
 from changes in trade and tariff
policies, changes in fuel prices
or fuel shortages, war, incidents of terrorism,
pandemics
 or responses to such events;

in
the
competitive
landscape
for
our
business,
any
resulting
from
industry
consolidation
 whether or not involving us;

 our liquidity position;

 future sales of our Common Stock;

 any changes in our dividend policy or share repurchase program; and

 the other risks described in this Risk Factors section.
 The
actual
timing,
number
and
value
of
repurchased
under
our
share
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
 Stock and general market and economic conditions. The share repurchase program may be suspended, modified or discontinued
 at any time without prior notice.
 ITEM 1B.
UNRESOLVED STAFF
COMMENTS

 None.

 ITEM 1C.
CYBERSECURITY

 Risk Management and Strategy
 We
understand the importance of
cybersecurity and its role
in the success of
our Company.
Our business operations depend on
 the effective use of our information systems in order
to properly serve our customers, manage our business and track and report
 our financial results. Our technology
operations consider risks from cybersecurity
threats in the implementation and
execution of
 our business processes. We consider and assess the risks
from cybersecurity threats as part
of our overall risk assessment
 process
 using the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.

 In order to
identify, assess and
manage material
risks arising
from cybersecurity threats,
we maintain internal
resources to monitor
 and quickly respond to such threats. We
perform vulnerability scans and penetration testing designed to test the effectiveness of
 our
security
practices.
We
 engage
 third
 -party
service
providers
to
assist
in
the
evaluation
of
our
over
our
 information systems through
audit and
consulting services to
test the design
and operational effectiveness
of security controls.
 We continually monitor our systems to
detect and identify cybersecurity
threats. Prior to contracting
with third-party vendors, we
 perform risk assessments of the vendors
and require the vendors to manage
cybersecurity risks to our business operations
as well
 as
notify us
of
any
potential or
known
cybersecurity risks.
We
also require
our
employees
to
complete training
programs to
 increase their
awareness of
and sensitivity
to cybersecurity
threats. These
training programs
include the
identification of
such
 threats and the proper responses to a potential cybersecurity beach that aligns with our adopted processes.

 The Company has implemented
a response process in
the event of a
cybersecurity incident through its crisis
management plan.
 The
process
includes
the
cooperation
of
the
technology
team
and
our
team
to
properly
detect
and
 respond to these
incidents. These responses
include determination of
the potential impact
and materiality of
the incident, potential
 disclosure
and
litigation
matters,
and
mitigation
of
actual
or
damage
to
our
or
reputation
arising
from
the
 incident. An action plan is implemented to
respond to any potential cybersecurity breach in
order to continue to effectively serve
 our customers and conduct our operations with as little interruption as practicable. The information technology team
reviews the
 response process on
a regular basis
to ensure that
it is designed
to be effective
and to encompass
current or new
cybersecurity
 threats.

 As of July
22, 2025,
we are
 no
 t aware
risks from
cybersecurity threats,
including as
a result
of prior
cybersecurity incidents,
 that have
materially affected
or that
we believe
are reasonably likely
to materially affect
the Company,
including our business
 strategy,
of
or
condition.
See
 Item 1A. Risk Factors

for
further
discussion
about
risks
from
 cybersecurity threats.

 Governance

 The Board is responsible for the oversight of management's
process for identifying and mitigating risks related to cybersecurity
 threats.

 On a quarterly
basis, the Director
of Information Technology provides
a report to
the Audit Committee
regarding ongoing
 processes to improve and update
our current cybersecurity protocols, new
cybersecurity threats, results of internal
assessments,
 and any recent cybersecurity incidents.

 The
 Audit

Committee will make the Board aware of any information it deems necessary
 or appropriate in order for the Board to effectively oversee the Company's cybersecurity risk management and strategy.

 The Director
of
Information Technology
and the
team he
manages
are responsible
for the
operation and
maintenance of
our
 information systems, including the assessment, identification and management of risks from cybersecurity threats.

 Together,
the
 Director of Information Technology
and his team have over 150 years of experience
in the information technology and security
 environment.
Our
 Chief Financial Officer
, to
whom the
Director of
Information Technology reports,
has served
as Chief
Financial
 Officer and a Board member since 2018 and has over 40 years of risk management experience.

 ITEM 2.
PROPERTIES

 The table
below provides
summary information
about the
primary operational
facilities we
use in
our business
as of
 2025.
 Type
 Quantity

(a)
 Production Capacity
 Location
 Breeding Facilities
 House up to 215,000 hens
 MS
 Feed Mills
 Production capacity of 1,000 tons of
 feed per hour
 AL, AR, FL, GA, KS, KY,
MO, MS, NC,
 NJ, OH, OK, SC, TN, TX, UT
 Hatcheries
 Hatch up to 712,600 chicks per
 week
 MO, MS
 Processing and Packaging
 Approximately 674,700 dozen shell
 eggs per hour
 AL, AR, FL, GA, KS, KY,
LA, MD,
 MO, MS, NJ, OH, OK, SC, TX, UT
 Pullet Facilities
 House up to 14.3 million pullets
 AR, DE, FL, GA, KS, KY,
MD, MS, NJ,
 OH, SC, TX, UT
 Shell Egg Production
 House up to 51.8 million layers
 AL, AR, FL, GA, KS, KY,
LA, MD, MS,
 NJ, OH, OK, SC, TX, UT
 Egg Products and Prepared
 Foods Processing Facilities
 Production capacity of 72,700 lbs.
 per hour
 GA, MO, NY,
SC, TX
 (a)
 We
own and
operate all
of these
facilities. The
table does
not include
idled facilities
or contract
production and
 growers.
 We
also
have
ongoing
construction
projects
to
further
expand
the
egg
capabilities.
These
 projects include
expanding our
cage-free egg
production at
existing
farms or
converting
conventional housing
into cage-free
 production.
These
projects
will
phase
into
through
2026.
For
information,
see
 Part II. Item 7.
 Management's Discussion and Analysis – Results of Operations – Liquidity and Capital Resources
.
 As of
owned approximately
33.2 thousand acres
of land.
There are
no material
mortgages or
liens on
our
 properties.

 ITEM 3.
LEGAL PROCEEDINGS

 Refer to the description of certain legal proceedings under Part II. Item
8. Notes to the Consolidated Financial Statements,
 Note
 16 – Commitments and Contingencies
, which discussion is incorporated herein by reference.

 ITEM 4.
MINE SAFETY DISCLOSURES

 Not applicable.

 PART
II.

 ITEM
5.
MARKET
FOR
REGISTRANT'S
COMMON
EQUITY,
RELATED
STOCKHOLDER
MATTERS
AND
 ISSUER PURCHASES OF EQUITY SECURITIES
 We
began fiscal
year 2025
with two
classes of
capital stock,
and Class
Stock. During
fiscal year
 2025, we retired our Class A Common Stock following the conversion of all of
these shares into Common Stock. Our Common
 Stock trades on the Nasdaq Global Select Market under the symbol "CALM".
 With the conversion of Class
A Common Stock, we are no longer
a "controlled company" under the rules of The Nasdaq
Stock
 Market. For
additional information,
see
 Part I. Item 1A. Risk Factors
.

At July 11,
2025, there
were approximately
230 record
 holders
of
our
Stock
and
97,658
beneficial
owners
whose
were
held
by
nominees
or
broker
 dealers. For additional information about
our capital structure and the
conversion of our Class A
Common Stock into Common
 Stock, see
 Note 11 - Equity

in Part II. Item 8. Notes to the Consolidated Financial Statements and Exhibit 4.1 to this report.

 Dividends

 Cal-Maine has
a variable
dividend policy
adopted by
the Board. Pursuant
policy, Cal-Maine pays
a dividend
to stockholders
 of its Common Stock (and, when it was outstanding, 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 generally accepted accounting
 principles
("GAAP")
in
the
U.S.,
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
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
last quarter
for which
a dividend
was paid. Under
Credit
 Facility, dividends are restricted to the amount permitted under the Company's current dividend policy,
and may not be paid if a
 default exists or will
arise after giving effect
to the dividend or
if the sum of
cash and cash equivalents of
the Company and its
 subsidiaries plus availability under the Credit Facility equals less than $50 million.

 Stock Performance Graph

 The
utilized
the
(i)
Russell
2000
Total
Return,
and
(ii)
S&P
Composite
1500
Food
Products
Industry
to
 benchmark the Company's
total shareholder return. The
Company is a
member of each
of these indexes
and believes the
other
in
these
indexes
and
services
similar
to
Foods.
The
graph
presents
total
 shareholder return and assumes $100 was invested on May 29, 2020 in the stock or index and dividends were reinvested.

 May 29, 2020
 May 28, 2021
 May 27, 2022
 June 2, 2023
 May 31, 2024
 May 30, 2025
 Cal-Maine Foods, Inc.
 $
 100.00
 $
 78.41
 $
 108.43
 $
 117.77
 $
 158.30
 $
 264.77
 Russell 2000 Total Return
 100.00
 164.56
 138.45
 136.40
 156.55
 158.40
 S&P Composite 1500 Food
 Products Industry Index
 100.00
 124.39
 133.27
 140.76
 128.16
 118.82

 Issuer Purchases of Equity Securities
 The following table is a summary of our fourth quarter 2025 shares 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
 per Share
 or Programs
 the Plans or Programs (a)
 3/02/25 to 3/29/25
 —
 $
 —
 —
 $
 —
 3/30/25 to 4/26/25
 90.60
 450,000,034
 4/27/25 to 5/31/25
 —
 —
 —
 —
 $
 —
 $
 450,000,034
 (a)
On February 25, 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. For
additional information regarding
the shares repurchased
under the program
during the fourth
quarter of 2025,
 see
 Note 11 - Equity

in Part II. Item 8. Notes to the Consolidated Financial Statements.
 Recent Sales of Unregistered Securities
 Except as
previously disclosed
relating to
the issuance
of Common
Stock upon
conversion of
the Class
Stock, no
 sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 31, 2025.
 Securities Authorized for Issuance under Equity Compensation Plans
 Equity Compensation Plan Information
 (a)
 (b)
 (c)
 Number of

 securities to be

 issued upon exercise

 of outstanding

 options, warrants

 and rights
 Weighted average

 exercise price of

 outstanding

 options, warrants

 and rights
 Number of securities

 remaining available for future

 issuance under equity

 compensation plans (excluding

 securities reflected in column

 (a))
 Equity compensation plans
 approved by stockholders
 —
 $
 —
 813,298
 Equity compensation plans not
 approved by stockholders
 —
 —
 —
 Total
 —
 $
 —
 813,298
 (a)
There were no outstanding options, warrants or rights as of May 31, 2025. There were 212,717 shares of restricted
 stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 31, 2025.
 (b)
There were no outstanding options, warrants or rights as of May 31, 2025.
 (c)
Reflects shares available for
future issuance as of
May 31, 2025 under
our Amended and Restated 2012
Omnibus
 Long-Term Incentive Plan.

 For additional
information, see
 Note 13 – Stock-Based Compensation

in Part
II. Item
8. Notes
Consolidated Financial
 Statements.

 ITEM 6.
RESERVED

 ITEM
7.
MANAGEMENT'S
DISCUSSION
AND
ANALYSIS
OF
FINANCIAL
CONDITION
AND
RESULTS
OF
 OPERATIONS
 RISK FACTORS; FORWARD
-LOOKING STATEMENTS
 For
relating
to
important
risks
and
uncertainties
that
could
materially
affect
our
business,
securities,
condition,
operating results,
or
cash
flow,
reference is
made
to
the
disclosure set
forth
under
 Part I. Item 1A. Risk
 Factors
. In
addition, because
the following
discussion includes
numerous forward-looking
statements relating
business,
 securities, financial condition, operating
results and cash flow, reference is made
to the disclosure set forth
under
 Part I. Item 1A.
 Risk Factors

and
to
the
set
forth
in
the
section
of
Part
I
immediately preceding
Item
above
under
the
caption
 "
 Forward-Looking Statements
."
 COMPANY OVERVIEW
 Cal-Maine Foods, Inc. is primarily
engaged in the production, grading,
packaging, marketing and distribution
of fresh shell eggs,
conventional,
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally-enhanced eggs,
as
well
as
egg
 products and a variety of prepared
foods. Our fiscal year end is
the Saturday closest to May 31. The fiscal
years 2025 and 2024
 included 52 weeks and fiscal year 2023 included 53 weeks. The
Company, which is headquartered in
Ridgeland, Mississippi, is
 the
largest
producer
and
distributor
of
fresh
shell
eggs
in
the
States
("U.S").
In
2025,
we
sold
 1.3 billion dozen shell
eggs, which we
believe represented approximately
24% of domestic
shell egg consumption.
Our total flock
 as of May 31, 2025 of
approximately 48.3 million layers and 11.5
million pullets and breeders is the
largest in the U.S. We
sell
 most of
our shell
eggs to
a diverse
group of
customers, including
national and
regional grocery
store chains,
club stores,
 servicing independent supermarkets in the U.S., food service distributors,
and egg product consumers throughout the majority of
 The Company has one operating and one
reportable segment, which is the production, packaging, marketing and
distribution of
 shell eggs, egg products
and prepared foods. Many of
our customers rely on
us to provide most
of their shell egg
needs, including
 specialty and
conventional eggs. We
have recently
expanded our
prepared foods
product offerings,
as described
in this
report.
 For further description of our business, refer to
 Part I. Item I. Business
.
 ACQUISITIONS
 During the
first quarter
of fiscal
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
and
processing
with
a
capacity
at
the
time
of
acquisition of
approximately 4.7
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.

 During the second
quarter of fiscal
2025, we completed
a strategic investment
with Crepini LLC,
establishing a new
 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
equipment
and
other
and
fund
working
in
exchange
for
a
51%
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
third quarter
of fiscal
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

 In the second quarter of
fiscal 2024, we acquired the
assets of Fassio Egg Farms,
Inc. ("Fassio") related to its
commercial shell
 egg production and
processing business. Fassio
owned and operated
commercial shell egg
production and processing
 with a
capacity at
the time
of acquisition
of approximately
1.2 million
laying hens,
primarily cage-free,
a feed
mill, pullets,
a
 fertilizer production and composting operation and land located in Erda, Utah, outside Salt Lake City. This acquisition provided
 us with an opportunity to expand our market presence in Utah and the western U.S., particularly for cage-free eggs.

 In the fourth quarter of fiscal 2024, we acquired a broiler processing
plant, hatchery and feed mill in Dexter, Missouri, which we
 repurposed for use in shell egg production.
 For additional discussion of our
acquisitions during fiscal 2024 and 2025,
see
 Note 2 – Acquisitions

in Part II. Item 8.
Notes to
 Consolidated Financial Statements.

 In addition, subsequent to our fiscal 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
foods,
waffles,
pancakes,
scrambled
eggs,
frozen
cooked
omelets,
egg
 patties, toast and diced
eggs. The purchase price
was approximately $258 million
and was funded with
available cash on hand.
 Refer to
 Part II. Item 8. Notes to the Consolidated Financial Statements, Note 17 – Subsequent Events
.
 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
 commercial
layer
hens
and
pullets
were
depopulated
due
to
HPAI,
and
in
calendar
year
2025,
an
39.0
 commercial layer hens
and pullets
were depopulated
through May
due to
HPAI.
The United
States Department of
Agriculture
 (the "USDA") reported that the
estimated table-egg layer flock as of
June 1, 2025 was approximately
285.5 million, compared to
 304.3 million, 321.6 million, 311.5 million and 330.5 million as of June 1, 2024, 2023, 2022 and 2021, respectively.

 HPAI is currently widespread in the wild bird population
worldwide. We remain dedicated to robust biosecurity programs
across
 our locations and have invested more than $75 million in biosecurity
technology, equipment, 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. According
to the U.S. Centers
for Disease Control and
Prevention ("CDC"), as of
June 5, 2025, there
were
 outbreaks in
1,073 herds
of dairy
cows in
17 states,
and 70
human cases
U.S., almost
entirely among
poultry and
dairy
 workers. In
2024, one
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. The rate of depopulations slowed during our fourth quarter fiscal 2025 compared to our
third quarter fiscal
 2025 and there
were no reported
significant depopulations in
June and through
July 22, 2025.
However, 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,
 refer to
 Part I. Item 1A. Risk Factors
.
 We
have taken proactive
steps to help
mitigate the tight
egg supply situation
across the country.
Our efforts
resulted in a
18%
the average
layer hens
(reflecting re-start
of prior
year facility
outages and
both organic
and inorganic
 expansion) and a 56% increase
in total chicks hatched during
the fourth quarter of
fiscal 2025 compared to
the prior-year quarter.
 Our breeder flocks increased 48% as of the end of
fiscal 2025 compared to the end of fiscal 2024. 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, and
added production support
through the integration
of recently acquired
assets,
 including the processing facilities from ISE and feed mills from Deal-Rite.

 Executive Overview of Results – Fiscal Years Ended May 31, 2025, June 1, 2024 and June 3, 2023
 Net sales (in thousands)
 $
 $
 $
 3,146,217
 Gross profit (in thousands)
 $
 1,850,885
 $
 541,571
 $
 1,196,457
 Net income attributable to Cal-Maine Foods, Inc.
 $
 1,220,048
 $
 277,888
 $
 758,024
 Net income per share attributable to Cal-Maine Foods, Inc.
 Basic
 $
 25.04
 $
 5.70
 $
 15.58
 Diluted
 $
 24.95
 $
 5.69
 $
 15.52
 Net average shell egg price
 (a)
 $
 3.134
 $
 1.932
 $
 2.622
 Average UB Southeast Region - Shell Eggs - White Large

 $
 4.474
 $
 2.049
 $
 3.115
 Feed costs per dozen produced
 $
 0.490
 $
 0.550
 $
 0.676
 (a) The net average shell
egg selling price is the
blended price for all
sizes and grades of shell
eggs, including graded and
 non-graded shell egg sales, breaking stock and undergrades.
 For fiscal 2024,
net sales decreased
to $2.3 billion,
gross profit to
$541.6 million and
net income to
$277.9 million. The
decreases
 compared to fiscal 2023
were primarily a result
of a decrease in
average egg selling prices.
The average UB southeastern
large
 index price for fiscal 2024
decreased 34% compared to fiscal
2023. The decrease is
due in large part
to the recovery of
the egg
 supply
the
HPAI
outbreaks
most
of
calendar
year
2022.
However,
the
resurgence
of
HPAI
beginning
in
 November 2023 resulted
in the UB
southeastern large index
price being 9.1%
higher in the
fourth quarter of
fiscal 2024 compared
 to the fourth quarter of fiscal 2023.

 Our dozens sold for fiscal 2024
remained relatively flat compared to fiscal
2023. We had an increase in production capacity with
 the acquisition
commercial shell
egg production
and processing
business of
Fassio Egg
Farms, Inc.
during fiscal
2024,
 which was offset by the temporary decrease in production due to the HPAI outbreaks at our facilities.

 For fiscal 2025, we recognized net sales of $4.3 billion and net income of $1.2 billion. We recorded a gross profit of $1.9 billion
 compared to $541.6
million for
fiscal 2024, primarily
driven by an
increase in the
net average selling
price of shell
eggs, primarily
 conventional egg prices, as well
as an increase in total
dozens sold. Our results were
also positively impacted by lower
feed costs
 and our
recent acquisitions
discussed above,
and were
partially offset
by an
the volume
and price
of outside
egg
 purchases.
 Our net average selling price
per dozen for fiscal 2025
was $3.134 compared to $1.932
in fiscal 2024. Conventional egg
 per dozen were
$3.490 compared to
$1.730 for the
prior year, and specialty
egg prices per
dozen were $2.519
compared to $2.309
 for the
prior year.
Egg prices
in fiscal
2025 were
elevated compared
to fiscal
2024, primarily
due to
the resurgence
of HPAI
 outbreaks, which decreased supply during
the higher seasonal demand
cycle. According to the
USDA, the size of
the layer hen
 flock was 285.5 million hens
at June 1, 2025, compared
to the five-year average of
313.1 million hens. The daily average
price
 for the Urner Barry southeast large index for fiscal 2025 increased 118.3%
from fiscal 2024.

 Our dozens sold
for fiscal 2025
increased 11.8%
compared to fiscal
2024. We
had an
increase in production
capacity with the
 acquisitions of
the commercial
production and
processing business
of ISE
during the
first quarter
of fiscal
2025. In
 addition, sales increased in part due to increased volumes of outside egg purchases to provide shell
eggs to our customers during
 the peak of HPAI outbreaks during the second and third quarters of fiscal 2025.
 Our feed costs per dozen
produced decreased to $0.490 in
fiscal 2025, compared to $0.550
in fiscal 2024. For fiscal
year 2025,
 the average Chicago Board
of Trade
("CBOT") daily market price
was $4.38 per bushel
for corn and $311
per ton for soybean
 meal, representing decreases of 8.1% and 20.1%, respectively,
compared to the daily average CBOT prices for
fiscal 2024. Our
 egg purchases and other cost of sales increased $439.4 million compared to fiscal 2024,
primarily due to higher shell egg prices
 as well
as an
dozens purchased
to supply
eggs for
our customers,
including those
acquired in
our ISE
acquisition,
 during the higher seasonal demand cycle while the nation experienced lower supply due to HPAI.

 RESULTS OF OPERATIONS
 The following table sets
forth, for the fiscal
years indicated, certain items
from our Consolidated Statements
of Income expressed
 as a percentage of net sales.
 Net sales
 100.0
 %
 100.0
 %
 Cost of sales
 56.6
 %
 76.7
 %
 Gross profit
 43.4
 %
 23.3
 %
 Selling, general and administrative
 7.4
 %
 10.9
 %
 Gain on involuntary conversions
 —
 %
 (1.0)
 %
 Operating income
 36.0
 %
 13.4
 %
 Total other income
 1.6
 %
 2.0
 %
 Income before income taxes
 37.6
 %
 15.4
 %
 Income tax expense
 9.0
 %
 3.6
 %
 28.6
 %
 11.8
 %
 Less:
Net loss attributable to noncontrolling interest
 —
 %
 (0.1)
 %
 Net income attributable to Cal-Maine Foods, Inc.
 28.6
 %
 11.9
 %
 Fiscal Year
Ended May 31, 2025 Compared to Fiscal Year Ended June 1, 2024
 NET SALES
 Total net sales for fiscal 2025 were $4.3 billion compared to $2.3 billion for the prior fiscal year.
 Shell egg sales represented
94.3% and 95.3% of
total net sales in
fiscal 2025 and 2024,
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
and prepared
foods offerings
 include liquid and
frozen egg products
and prepared foods
such as hard-cooked
eggs, egg wraps,
protein pancakes, crepes
and
 wrap-ups. Other sales represent feed sales, miscellaneous byproducts and resale products.
 The table below presents net sales in key categories (in thousands, except percentage data):
 2025
 % Change
 Shell Eggs
 $
 4,019,910
 $
 2,217,408
 81.3

%

 Egg products and prepared foods
 198,833
 89,009
 123.4
 Other
 43,142
 20,026
 115.4
 Total net sales
 $
 $

83.2

 %

 The table below presents an analysis of our shell egg sales (in thousands, except percentage data):
 Shell egg sales
 Conventional
 $
 2,835,423
 70.5
 %
 $
 1,291,743
 58.3
 %
 Specialty
 1,184,487
 29.5
 %
 925,665
 41.7
 %
 Total shell egg sales
 4,019,910
 100.0
 %
 2,217,408
 100.0
 %
 Dozens sold
 Conventional
 812,396
 63.3
 %
 746,687
 65.1
 %
 Specialty
 470,215
 36.7
 %
 400,946
 34.9
 %
 Total dozens sold
 1,282,611
 100.0
 %
 1,147,633
 100.0
 %
 Net average selling price per dozen
 Conventional
 $
 3.490
 $
 1.730
 Specialty
 $
 2.519
 $
 2.309
 All shell eggs
 $
 3.134
 $
 1.932
 Shell egg sales
 -
 For
2025,
shell
egg
sales
increased
$1.8
billion
compared
to
2024,
due
to
the
increase
in
net
 average selling prices for conventional eggs, and to a lesser extent the increase in dozens sold.
 -
 For fiscal 2025, conventional egg sales increased $1.5 billion, or 119.5%, compared to fiscal 2024, primarily due to the
 increase
in
egg
prices.
Changes in
price resulted
in
a $1.4
billion
net
sales and
in
 volume resulted
in a
$114
million increase
in net
sales. Conventional
egg prices
increased significantly
during fiscal
 2025 due to a resurgence of HPAI outbreaks, which decreased the supply.

 -
 Specialty egg
sales increased
$258.8 million,
or 28.0%,
for fiscal
2025 compared
to fiscal
2024, primarily
due to a
17.3%
the volume
of specialty
dozens sold,
and to
a lesser
extent a
9.1% increase
in price.
Changes in
volume
 resulted in a $159.9 million increase in net sales and changes in price resulted in a $98.7 million increase in net sales.

 -
 Our dozens sold
for fiscal 2025
increased 11.8%
compared to fiscal
2024. We
had an
increase in production
capacity
 with the acquisition
of the commercial
shell egg production
and processing business
of ISE during
the first quarter
of
 fiscal 2025 as well as the resumption of full operations at our facilities in Chase, KS, and Farwell, TX, which were shut
 down in the third and fourth quarters of fiscal 2024 due to HPAI outbreaks.
 Egg products and prepared foods sales
 -
 Egg products and prepared foods sales increased $109.8 million, or 123.4% compared to fiscal 2024, primarily due to a
 138.7% increase in sales of liquid eggs, which had a $54.9
million positive impact on net sales, and a 41.4% increase in
 volume of liquid egg products sold.
The increase in volume, which had a
$23.3 million positive impact on net
sales, is
 primarily related to the acquisition of ISE, which included a breaking facility.
 -
 Our egg products net average selling price increased in fiscal 2025, compared to fiscal 2024 as the supply of shell eggs
 used to produce egg products decreased due to the resurgence of HPAI outbreaks.
 -
 Sales from hard-cooked eggs increased
$22.7 million or 137.3% to 39.1
million in fiscal 2025, compared to
fiscal 2024,
 as more processing capabilities came online throughout fiscal 2025 from our investments in MeadowCreek.
 Other
 -
 Other sales increased compared to
the prior year period primarily
due to higher feed sales
related to our ISE acquisition.

 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 egg products and other non-egg costs. Farm production costs are those costs
incurred
 at the egg production facility, including feed, facility
(including labor), hen amortization and
other related farm production costs.
 The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):
 % Change
 Cost of Sales
 Farm production
 $
 1,035,638
 $
 987,861
 4.8
 %
 Processing, packaging, and warehouse
 396,116
 335,949
 17.9
 Egg purchases and other cost of sales
 819,619
 380,200
 115.6
 Egg products and prepared foods
 159,627
 80,862
 97.4
 Total cost of sales
 $
 2,411,000
 $
 1,784,872
 35.1
 %
 Farm production costs (per dozen produced)
 Feed
 $
 0.490
 $
 0.550
 (10.9)
 %
 Other
 $
 0.428
 $
 0.433
 (1.2)
 %
 Total farm production cost
 $
 0.918
 $
 0.983
 (6.6)
 %
 Outside egg purchases (average cost per dozen)
 $
 3.67
 $
 2.16
 69.9
 %
 Dozens produced
 1,135,955
 1,018,835
 11.5
 %
 Percent produced to sold
 88.6%
 88.8%
 (0.2)
 %
 Farm Production
 -
 Feed costs
per dozen
produced decreased
10.9% in
fiscal 2025
compared to
fiscal 2024,
primarily due
to lower
feed
 ingredient prices. The decrease in feed cost per dozen
resulted in a decrease in cost of sales of
$68.2 million compared
 to the prior year.
 -
 For fiscal 2025, the average daily CBOT market price was $4.38 per bushel for corn and $311 per ton of soybean meal,
 representing decreases of 8.1% and 20.1%, respectively, as compared to the average daily CBOT prices for fiscal 2024.
 -
 Other farm production costs per dozen produced decreased primarily due to lower flock amortization. Feed costs
 reached their peak in the second quarter of fiscal 2023 and have since trended downward. Lower costs resulted in
 lower capitalized values of the flocks during the grow out phase, which reduced amortization cost over time.

 Current indications for corn
and soybean project
a neutral stocks-to-use ratio
in the near term
compared with the levels
prevailing
 today; however,
as long
as outside
factors remain
uncertain (including
weather patterns
and global
supply chain
disruptions),
 volatility could remain.

 Processing, packaging, and warehouse
 -
 Processing, packaging, and
warehouse costs increased
primarily due to
an 11.7%
increase in the
volume of processed
 dozens as well as an increase in costs of packaging materials.
 Egg purchases and other cost of sales
 -
 Costs in
this category
increased primarily due
to higher
prices as
the average
cost per
dozen of
outside egg
 purchases increased 69.9%
compared to fiscal
2024, as well
as due to an
increase of 27.6%
in dozens purchased.
Dozens
 purchased increased due
to purchasing more
eggs to supply
our customers while
the nation experienced
lower supply
 due to HPAI.

 GROSS PROFIT
 Gross
profit,
as
a
percentage
of
net
sales,
was
43.4%
for
2025,
compared
to
23.3%
for
2024.
The
increase
was
 primarily due to higher net average selling
prices, particularly for conventional eggs, and higher volumes,
as well as lower feed
 ingredient prices, partially offset by the increase in volume and price of outside egg purchases.
 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
table
presents
an
analysis
of
our
SGA
expenses
(in
 thousands):
 $ Change
 % Change
 Delivery expense
 $
 93,460
 $
 72,742
 $
 20,718
 28.5
 %
 Marketing expense
 53,861
 52,285
 1,576
 3.0
 %
 Litigation loss contingency accrual
 —
 19,648
 (19,648)

N.M.

 %
 Other general and administrative expenses
 167,128
 107,950
 59,178
 54.8
 %
 Total
 $
 314,449
 $
 252,625
 $
 61,824
 24.5
 %
 N.M. - Not Meaningful
 Delivery expense
 -
 The increased delivery expense is primarily due to an increase
in our sales volumes of egg and egg products
compared
 to fiscal 2024.
Contract trucking
expenses increased
in connection
with our
acquisition of
ISE and our
facilities in
Chase,
 KS and Farwell, TX being fully operational in fiscal year 2025.
 Marketing expense
 -
 Marketing expense increased
slightly in fiscal
2025 compared to
fiscal 2024 primarily
due to an
increase in franchise
 fees as specialty sales increased.
 Litigation loss contingency accrual
 -
 In the second quarter of fiscal 2024, we accrued a $19.6 million loss contingency relating to a jury decision returned in
 pending anti-trust
litigation. See
further discussion
in
 Note 16 – Commitments and Contingencies

of Part
II. Item
8.
 Notes to Consolidated Financial Statements.
 Other general and administrative expenses
 -
 The increase
in other
general and
administrative expense
is primarily
due both
to an
the accrual
for anticipated
 employee bonuses
and to
a $15
million increased
adjustment to
the fair
value of
contingent consideration
associated
 with the
Fassio acquisition.
See further
discussion in
 Note 4 – Fair Value Measurements

of Part
II. Item
8. Notes
to
 Consolidated Financial Statements.
 (GAIN) LOSS ON INVOLUNTARY
CONVERSIONS
 For fiscal 2025
and 2024, we
recorded a loss
of $156 thousand
and gain of
$23.5 million, respectively. The gain
recorded in fiscal
 2024 was due
to recoveries
under indemnity
and insurance
programs that exceeded
the amortized
book value
of the covered
 and our direct costs, primarily related to the HPAI outbreaks
at our Kansas and Texas facilities.

 OPERATING
INCOME
 As a result of the above, our operating income was $1.5 billion for fiscal 2025, compared to $312.5 million for fiscal 2024.
 OTHER INCOME (EXPENSE)
 Total
other
(expense)
consists
of
items
not
directly
charged
to,
or
to, operations
such
as
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.
 The Company recorded interest income of $48.7 million
in fiscal 2025, compared to $32.3 million in
fiscal 2024, primarily due
 to significantly higher
cash and cash
equivalents and investment
securities available-for-sale balances
and yields. We
 interest expense of $612
thousand and $549 thousand
in fiscal 2025 and
2024, respectively, primarily related to commitment
fees
 on our Credit Facility described below.
 INCOME TAXES
 For the fiscal year ended
May 31, 2025, our pre-tax
income was $1.6 billion, compared
to $360.0 million for fiscal
2024. Income
 tax expense
of $384.9
million was
recorded for
fiscal 2025
with an
effective tax
rate of
24.0%.
For fiscal
2024, income
tax
 expense was $83.7 million with an effective tax rate of 23.2%.

 Items causing
our effective
tax rate
to differ
from the
federal statutory
income tax
rate of
21% are
state income
taxes, 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
 or loss attributable to noncontrolling interest.
 NET LOSS ATTRIBUTABLE
TO NONCONTROLLING INTEREST
 Net loss attributable
to noncontrolling interest
was $1.8 million
for fiscal 2025
compared to a
$1.6 million net
loss for fiscal
2024.
 NET INCOME ATTRIBUTABLE
TO CAL-MAINE FOODS, INC.
 As a result
of the above,
net income attributable
to Cal-Maine Foods,
Inc. for fiscal
2025 was $1.2
billion, or $25.04
per basic
 and $24.95 per diluted share, compared to $277.9 million, or $5.70 per basic and $5.69 per diluted share for fiscal 2024.
 Fiscal Year
Ended June 1, 2024 Compared to Fiscal Year Ended June 3, 2023
 The discussion of our results of operations for the fiscal year ended June 1, 2024 compared to the fiscal year ended June 3, 2023
 can be found in Part II.
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations in
the
 Company's fiscal 2024 Annual Report on Form 10-K.
 LIQUIDITY AND CAPITAL RESOURCES
 We aim to maintain
a strong balance
sheet and liquidity, particularly
given the cyclical
nature of our
business. We believe a
strong
 balance sheet supports our growth opportunities and stockholder returns. Our priorities for the use of cash in
recent periods have
 included the payment of
dividends pursuant to our
variable dividend policy, inorganic growth through acquisitions
of businesses,
 organic
growth
construction
and
conversion
of
and
in
value-added
products,
and
 maintenance capital expenditures.
 Working Capital and Current Ratio
 Our working
capital at
2025 was
$1.7 billion, compared
to $1.0
billion at
June 1,
2024. The
calculation of
working
 capital is defined as
current assets less current
liabilities. Our current ratio was
6.4 at May 31,
2025 compared to 5.5
at June 1,
 2024. The current ratio is calculated by dividing
current assets by current liabilities. The increase
in our current ratio is primarily
 due to the increase in total current assets, which increased by $726.3 million to $2.0 billion at May 31, 2025, due to increases in
 cash
and
cash
equivalents
and
available-for-sale.
Due
to
seasonal
factors
described
in
 Part I. Item I.
 Business – Seasonality
, we generally
expect our
need for working
capital to be
highest in
the fourth and
first fiscal
quarters ending
 in May/June and August/September, respectively.

 Cash Flows from Operating Activities
 Net cash
provided by
operating activities
was $1.2
billion for
fiscal 2025,
compared to
$451.4 million for
fiscal 2024.
The increase
 in
cash
flow
from
activities
resulted
from
higher
net
average
selling
per
dozen,
particularly
for
 conventional eggs, increased volume of sales and
a decrease in feed ingredient costs compared
to the prior year,
partially offset
 by the increase in volume and price of outside egg purchases.
 Cash Flows from Investing Activities
 For fiscal 2025, $575.5 million was
used in investing activities, primarily due
to purchases of investment securities,
purchases of
 property, plant and equipment
and the acquisition
of assets of
ISE compared to
$412.6 million used
in investing activities
in fiscal
 2024, primarily due to purchases
of investment securities, purchases of
property, plant and equipment and the Fassio acquisition.
 Purchases of investment
securities were $1.2
billion in fiscal
2025 compared to
$573.6 million in
fiscal 2024. Sales
and maturities
 of investment securities were
$907.6 million in fiscal
2025, compared to $358.9 million
for fiscal 2024. The increase
in sales and
 maturities of investment securities is primarily due to the maturities of
short-term investments during fiscal 2025. Cash paid for
 business acquisitions was $116.2 million in
fiscal 2025, primarily related to
the ISE acquisition, and
$53.7 million in fiscal 2024,
the Fassio
acquisition. Purchases
of property,
plant and
equipment were
$161.3 million
and $147.1
million in
 2025 and 2024, respectively, primarily reflecting progress on our construction projects.
 Cash Flows from Financing Activities
 We
paid
dividends
totaling
$330.3
and
$91.9
in
2025
and
2024,
respectively.
During
2025,
we
 repurchased $54.0 million
in shares of
Common Stock, primarily
under our share
repurchase program. See
"Share Repurchase
 Program," below.
 Increase (decrease) in Cash and Cash Equivalents
 As of May 31, 2025, cash increased $261.5 million since June 1, 2024, compared to a $54.9 million decrease
during fiscal 2024.
 The increase is primarily due to the increase in net sales during fiscal 2025.
 Acquisition of Echo Lake Foods
 Subsequent to our fiscal 2025 year-end, we acquired Echo Lake Foods. The purchase price was approximately $258 million and
 was funded with available cash on hand. For additional information, refer to Part II. Item 8. Notes to the Consolidated Financial
 Statements,
 Note 17 – Subsequent Events
.
 Credit Facility
 On November 15,
2021, we entered
into an Amended
and Restated Credit
Agreement (as amended,
the "Credit Agreement")
with
 a five-year term. The Credit Agreement provides
for a senior secured revolving credit facility
(the "Credit Facility"), in an initial
 aggregate principal amount of up to $250 million. As of May 31, 2025, no amounts were borrowed under the Credit Facility. As
 of May 31, 2025, we
had $4.7 million in outstanding
standby letters of credit, which
were issued under our Credit
Facility for the
 benefit of
certain insurance
companies. On
March 25,
entered into
the Second
Amendment to
the Credit
Facility to
 amend the definition
of Change of
Control to exclude
the conversion of
all outstanding shares
of Class A
Common Stock into
 Common Stock.
Refer to
Part II.
Item 8.
Notes to
the Financial
Statements,
 Note 10 – Credit Facility

for further
 regarding our long-term debt.
 Share Repurchase Program
 On
February
25,
2025,
the
Board
approved
a
new
$500
share
program.
The
share
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
fees, taxes,
commissions or
other expenses
such repurchases),
subject to
conditions
and
other
factors.
The
actual
timing,
number
and
value
of
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
 price of the Common Stock and general market and economic conditions.

 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. During
2025,
the
repurchased
$50
in
under
the
program.
See
 Part II. Item 5. Issuer
 Purchases of Equity Securities

and Part II. Item 8. Notes to the Financial Statements,
 Note 11 – Equity

for further information.
 Dividends
 In
with
our
variable
dividend
policy,
we
will
pay
a
cash
dividend
totaling
$114.2
million,
or
 approximately $2.362 per share, to holders
of our Common Stock with respect
to our fourth quarter of fiscal
2025. The amount
 paid per
share will vary
based on
the number of
outstanding shares on
the record date.
The dividend is
payable on August
19,
 2025 to holders of record on August 4, 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 projects to increase our cage-free production
 capacity. We
continue to monitor the increasing demand for cage-free eggs and to engage with our customers in efforts to help
 them achieve their announced timelines for cage-free egg sales. The following table presents material construction
projects
 approved as of May 31, 2025 (in thousands):
 Project(s) Type
 Projected

 Completion
 Projected Cost
 Spent as of

 Remaining
 Projected Cost
 Feed Mill
 Fiscal 2026
 $
 9,800
 $
 4,936
 $
 4,864
 Egg Products Expansion
 Fiscal 2026
 19,576
 10,958
 8,618
 Cage-Free Layer & Pullet Houses

 Fiscal 2026
 219,004
 179,281
 39,723
 $
 248,380
 $
 195,175
 $
 53,205
 As of May
31, 2025, we
had $75.5 million
of purchase obligations
outstanding, all of
which is due
within one year.
Purchase
 obligations primarily
include contractual
agreements to
purchase feed ingredients
and commitments
to make
capital expenditures.
 Timing
of payments
and actual
amounts paid
may be
different depending
timing of
the receipt
of goods
or services
or
 changes to agreed-upon amounts for some obligations.

 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
capital needs for
at least the
next 12 months
and to fund
our capital commitments
 currently in place thereafter.
 IMPACT OF RECENTLY
ISSUED ACCOUNTING STANDARDS
 For information on changes in accounting principles and new accounting principles, see "
 New Accounting Pronouncements and
 Policies
 " in Part II. Item 8. Notes to Consolidated Financial Statements,
 Note 1 - Summary of Significant Accounting Policies
.
 CRITICAL ACCOUNTING ESTIMATES
 The preparation of financial statements
in accordance with U.S. GAAP
requires management to make estimates
and assumptions
 that affect the
reported amounts
of assets
and liabilities
date of
the financial
statements and
the reported
amounts of
revenues
 and expenses
during the
reporting period. Actual
results could
differ materially
from these
estimates. Critical
accounting estimates
 are those estimates made in accordance with GAAP that involve a significant level
of estimation uncertainty and have had or are
 reasonably likely to have a
material impact on the financial condition
or results of operations. Our
critical accounting estimates
 are described below.

 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
of
the
price
over
fair
values
of
identifiable
and
liabilities
is
as
 goodwill.
 We
typically use
the income
method approach
for intangible
assets acquired
in a
business combination.
Significant judgment
 exists in valuing certain
intangible assets and the
most significant assumptions
requiring judgment involve estimating
the amount
 and timing of future
cash flows, growth rates,
discount rates selected to
measure the risks inherent
in the future cash
flows and
 the asset's expected useful lives.

 The
fair
values of
identifiable assets
and
liabilities are
determined internally
and
requires estimates
and
the
use
of
 various valuation
techniques. When
a market
value is
not readily
available, our
internal valuation
methodology considers
the
 remaining estimated life
of the assets
acquired and significant
judgment is required
as management determines
the fair market
 value for those assets.

 Due
to
inherent
industry
uncertainties
volatile
egg
and
feed
unanticipated
changes, events,
or
 circumstances may occur that could affect the estimates and assumptions used, which could result in subsequent impairments.

 INVENTORIES

 Inventories of eggs, feed, supplies and flocks
are valued principally at the lower of
cost or net realizable value. If market
 for eggs
and feed
grains move
substantially lower,
we record
adjustments to
write down
the carrying
values of
eggs and
feed
 inventories to fair market value. The cost associated
with flock inventories, consisting principally of chick
purchases or hatching
feed,
labor,
contractor
payments
and
overhead
are
accumulated
the
hatching
and
growing
periods
of
weeks. Capitalized
flock
costs
are
then
amortized
over
the
flock's
productive
life,
one
to
two
 years. Judgment exists in determining the flock's
productive life including factors such as laying
rate and egg size, molt cycles,
 and customer demand. Furthermore, other factors such as hen type
or weather conditions could affect the productive life.
These
 factors could make
our estimates of
productive life differ
materially from actual
results. Flock mortality
is charged to cost
of sales
 as
incurred. High
mortality
from
disease
or
extreme
temperatures
will
result
in
abnormal
write-downs
to
flock
 inventories. Management
continually
monitors
each
flock
and
attempts
to
take
appropriate
actions
to
minimize
the
risk
of
 mortality loss.
 GOODWILL
 As a result of acquiring businesses,
the Company had $46.8 million of goodwill
as of May 31, 2025, representing
1.5% of total
and
1.8%
of
stockholders'
equity.
is
evaluated
for
impairment
annually
(or
more
frequently
if
impairment
 indicators arise) by first
performing a qualitative assessment
to determine whether a
quantitative goodwill test is
necessary. After
 assessing the totality of events or
circumstances, if we determine it is
more likely than not that the
fair value of a reporting
unit
 is less
than its
carrying amount,
then we
perform additional
quantitative tests
to determine
the magnitude
impairment.
 During
our
annual
impairment
test,
which
was
the
first
day
of
the
fourth
quarter,
we
determined
that
goodwill
passed
the
 qualitative assessment and therefore no quantitative analysis of goodwill impairment was necessary in fiscal 2025.
 The
has
determined
that
all
of
our
locations
share
similar
economic
characteristics
and
support
each
other
in
the
 production of eggs and customer support.
Therefore, we aggregate all our locations
as a single reporting unit for
testing goodwill
 for
impairment.
When
the
acquires
a
new
location,
we
determine
it
should
be
integrated
into
our
single
 reporting unit
or treated
as a separate
reporting unit.
Historically, we have concluded
that acquired
operations should
be integrated
 into our single reporting unit due to the
operational changes, redistribution of customers, and significant
changes in management
 that occur when we acquire businesses, which result in the acquired operations sharing similar economic characteristics with the
 rest of our locations. Once goodwill associated with acquired operations becomes
part of goodwill of our single reporting unit, it
 no longer represents the particular acquired operations that gave rise to the goodwill. We
may conclude that a business acquired
 in the future should be treated as a separate reporting unit, in which case it would be tested separately for goodwill impairment.
 Judgment exists in management's evaluation of the qualitative factors which include macroeconomic conditions, the current egg
 industry environment, cost
inputs such as
feed ingredients and
overall financial performance.
Furthermore, judgment exists
 evaluation of
the threshold
of whether
it is
more likely
than not
that the
fair value
of a
reporting unit
is less
than its
carrying
 amount. Uncertainty exists due to uncontrollable events that could occur that could negatively affect our operating conditions.

 REVENUE RECOGNITION
recognition
is
completed upon
satisfaction of
the
performance obligation
which
occurs
upon
shipment
or
 delivery to a customer based on terms of the sale.
 Revenues are
recognized in
an amount
that reflects
the net
consideration we
expect to
receive in
exchange for
delivery of
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.
regularly reviews
these estimates
and
any difference
between the
estimated costs
and actual
 realization of these programs would be recognized in the subsequent period.
 As the estimates
noted above are
based on historical
information, we do
not believe that
there will be
a material change
 estimates and assumptions used to recognize revenue. However, if actual results varied significantly from our estimates, it could
 expose us to material gains or losses.

 LOSS CONTINGENCIES
 The Company evaluates whether a loss contingency exists,
and if the assessment of a
contingency indicates it is probable that a
 material loss has been
incurred and the amount
of the loss can
be reasonably estimated, the
estimated loss would be
accrued in
 the Company's financial statements. The Company expenses the costs of litigation as they are incurred.
 Except for
the $19.6
million litigation loss
contingency accrual in
fiscal 2024,
there were no
loss contingency accruals
for the
 past three fiscal years. Our evaluation of whether loss contingencies exist primarily relates to litigation matters. The
outcome of
 litigation is
uncertain due
to, among
other things,
uncertainties regarding
the facts
will be
established during
the proceedings,
 uncertainties regarding
how the
law will
be applied
facts established,
and uncertainties
regarding the
calculation of
any
 potential damages or
the costs of
any potential injunctive
relief. If the
facts discovered or
assumptions change,
accruals
for
loss
contingencies
may
be
required.
Results
of
may
be
materially
affected
by
losses
or
a
loss
 contingency accrual resulting from adverse legal proceedings.
 INCOME TAXES
 We
determine our effective tax
rate by estimating our
permanent differences resulting from
differing treatment of
items for tax
 and accounting purposes. Judgment and uncertainty
exist with management's application of tax regulations
and evaluation of the
 more-likely-than-not recognition and measurement thresholds. We are periodically audited by taxing authorities. An adverse tax
 settlement could have a negative impact on our effective tax rate and our results of operations.

 ITEM 7A.
QUANTITATIVE
AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISKS

 COMMODITY PRICE RISK
 Our primary exposure to
market risk arises from
changes in the prices
of conventional eggs, which
are subject to significant
price
 fluctuations that are largely beyond our control. We are focused on growing our specialty shell egg business, in part because the
 selling prices of
specialty shell eggs
are generally not
as volatile as
conventional shell egg
prices. Our exposure to
market risk
 also includes changes in the
prices of corn and soybean
meal, which are commodities subject
to significant price fluctuations due
 to market conditions that are largely beyond our control. 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 and commit to purchase organic ingredients to help assure
supply. Ordinarily,
we do
 not enter long-term
contracts beyond a
year to purchase
corn and soybean
meal or hedge
against increases in
the price of
corn
 and soybean meal. The following
table outlines the impact of
price changes for corn
and soybean meal on feed
costs per dozen
 as feed ingredient pricing varies:
 Change in price per bushel of corn
 $
 (0.84)
 $
 (0.56)
 $
 (0.28)
 $
 0.00
 $
 0.28
 $
 0.56
 $
 0.84
 Change

in price
 per ton
 soybean
 meal
 $
 (76.38)
 0.43
 0.44
 0.45
 0.46
 0.47
 0.48
 0.49
 $
 (50.92)
 0.44
 0.45
 0.46
 0.47
 0.48
 0.49
 0.50
 $
 (25.46)
 0.45
 0.46
 0.47
 0.48
 0.49
 0.50
 0.51
 $
 0.00
 0.46
 0.47
 0.48
 0.49
 (a)
 0.50
 0.51
 0.52
 $
 25.46
 0.47
 0.48
 0.49
 0.50
 0.51
 0.52
 0.53
 $
 50.92
 0.48
 0.49
 0.50
 0.51
 0.52
 0.53
 0.54
 $
 76.38
 0.49
 0.50
 0.51
 0.52
 0.53
 0.54
 0.55
 (a)
 Based on 2025 actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production costs.
 INTEREST RATE
RISK
 We
have
a
$250 million
Credit
Facility,
borrowings
under
which
would
bear
at
variable
rates.
No
were
 outstanding under that facility during fiscal
2025 or fiscal 2024. Under our current
policies, we do not use interest
rate derivative
 instruments to manage our exposure to interest rate changes.
 FIXED INCOME SECURITIES RISK
 At May 31, 2025, the effective maturity of our cash equivalents and investment securities available for sale was 8.6 months, and
 the composite credit
rating of the
holdings are A+
/ A1 /
A+ (S&P /
Moody's /
Fitch). Generally speaking,
rising interest rates
 decrease
the
value
of
fixed
portfolios.
As
of
May
31,
2025,
the
estimated
fair
value
of
our
fixed
 securities portfolio was
approximately $892.7 million
and reflected net
unrealized losses of
approximately $149 thousand.
For
see
 Note 1 – Summary of Significant Accounting Policies

under
the
heading
"Investment
Securities
 Available-for-Sale" and
 Note 3 – Investment Securities Available-for-Sale

in Part II. Item 8. Notes
to the Consolidated Financial
 Statements.
 CONCENTRATION
OF CREDIT RISK
 Our financial instruments exposed to concentrations of
credit risk consist primarily of trade receivables.
Concentrations of credit
 risk with respect
to receivables are
limited due to
our large
number of customers
and their dispersion
across geographic areas,
 except that at
and June 1,
2024, 28.1% and
26.8%, respectively,
of our net
accounts receivable balance
was due
 from
Walmart
Inc.
(including
Sam's
Club).
No
other
single
or
group
represented
10%
or
greater
of
net
 accounts receivable at May 31, 2025 and June 1, 2024.

 ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

 Report of Independent Registered Public Accounting Firm
 Board of Directors and Stockholders
 Ridgeland, Mississippi
 Opinion on the Consolidated Financial Statements
 We
have audited the
accompanying consolidated balance sheets
of Cal-Maine Foods,
Inc. and Subsidiaries
as of May
 31, 2025 and June 1,
2024, the related consolidated statements
of income, comprehensive income, stockholders'
equity, and cash
 flows for each of the three years in the period ended May 31, 2025, and
the related consolidated notes and schedule listed in the
at
Items
15(a)(1)
and
15(a)(2)
(collectively referred
to
as
the
"consolidated financial
statements"). In
our
opinion,
the
present
fairly,
in
all
respects,
the
position
of
Inc.
and
 Subsidiaries as of
and June 1,
2024, and the
results of their
operations and their
cash flows for
each of the
three
 years in
the period
ended May
31, 2025,
in conformity
with accounting
principles generally
accepted in
the United
States of
 America.
 We
also have
audited, in
accordance with
the standards
Public Company
Accounting Oversight
Board (United
 States) ("PCAOB"),
the Cal-Maine
Foods, Inc.
and Subsidiaries' internal
financial reporting
as of
2025,
 based
on
the
criteria
established
in
2013
Internal
Control
–
Integrated
Framework
issued
by
the
Committee
of
Sponsoring
 Organizations of the Treadway Commission and our report dated July 22, 2025 expressed an unqualified opinion.
 Basis for Opinion
 These
are
the
responsibility
of
the
entities'
management.
Our
responsibility
is
to
 express an
opinion on
these consolidated
financial statements
based on
our audits.
We
are a
public accounting
firm registered
 with the PCAOB
and are required to be independent with respect
to Cal-Maine Foods, Inc. and Subsidiaries in accordance
with
federal securities
laws and
the applicable
rules and
regulations of
and Exchange
Commission and
the
 PCAOB.
 We
conducted our
audits in
accordance with
the standards
PCAOB. Those
standards require
that we
plan and
 perform
the
audit
to
obtain
reasonable
about
the
are
free
of
 misstatement,
due
to
error
or
fraud.
Our
audits
performing
to
assess
the
risks
of
 misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures
that respond to
 those
risks.
Such
examining,
on
a
test
basis,
evidence
the
and
disclosures
in
the
 consolidated financial
statements. Our
audits also
included evaluating
the accounting
principles used
and significant
estimates
 made by
management, as
well as
evaluating the
overall presentation
consolidated financial
statements. We
believe our
 audits provide a reasonable basis for our opinion.
 Critical Audit Matter
 The
critical
audit
matter
communicated
below
is
a
matter
arising
from
the
period
audit
of
the
 financial statements
that were
communicated or
required to
be
communicated to
the Audit
Committee and
that: (1)
relate to
 accounts or
disclosures that
are material
consolidated financial
statements and
(2) involved
our especially
challenging,
 subjective, or complex
judgments. The communication of
the critical audit matter
does not alter
in any way our
opinion on the
 consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing
 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 Contingent Liabilities – Litigation and Claims – Refer to Note 16 in the Consolidated Financial Statements
 Critical Audit Matter Description
 Cal-Maine Foods, Inc. and Subsidiaries record liabilities for legal proceedings and
claims in those instances where they
 can reasonably estimate the amount of the loss and when the liability is probable. Where the reasonable estimate of the probable
 loss is a range, Cal-Maine Foods, Inc. and Subsidiaries record the most likely estimate of the
loss, or the low end of the range if
 there is no one
best estimate. Cal-Maine Foods,
Inc. and Subsidiaries either
disclose the amount
of a possible loss
or range of loss

 in
of
established
accruals
if
estimable,
or
states
that
such
an
estimate
cannot
be
made.
Inc.
and
 Subsidiaries disclose significant legal proceedings
and claims even where liability
is not probable or
the amount of the liability
 is not
estimable, or
both, if
Cal-Maine Foods, Inc.
and Subsidiaries believe
there is
at least
a reasonable
possibility that
a loss
 may be incurred.
 We identified litigation and claims
as a critical
audit matter because
of the challenges
auditing management's judgments
 applied
in
determining
the
likelihood
of
loss
to
the
resolution
of
such
claims.
Specifically,
auditing
management's
 determination of whether
any contingent loss
arising from the
related litigation and
claims is probable,
reasonably possible, or
 remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of the issue.
 How the Critical Audit Matter was addressed during the Audit
 Addressing the
matter involved
performing procedures
and evaluating
audit evidence
in connection
with forming
our
 overall
opinion
on
the
statements.
These
testing
the
effectiveness
of
the
 relating to
the Cal-Maine
Foods, Inc.
and Subsidiaries'
evaluation of
the liability
legal proceedings
and claims,
 controls over determining
the likelihood of
a loss and
whether the amount
of loss can
be reasonably estimated,
as well as
 statement disclosures over the legal proceedings and claims. These procedures also included obtaining and evaluating the letters
 of audit inquiry
with external legal
counsel, evaluating the
reasonableness of Cal-Maine
Foods, Inc. and
Subsidiaries' assessment
an
unfavorable
outcome
is
reasonably
possible
or
probable,
and
reasonably
estimable,
evaluating
the
 sufficiency of
Cal-Maine Foods,
Inc. and
Subsidiaries' disclosures
legal proceedings
and claims
and evaluating
the
 completeness and accuracy of Cal-Maine Foods, Inc. and Subsidiaries' legal contingencies.

/s/ Frost, PLLC
 We have served as the Company's
auditor since 2007.
 Little Rock, Arkansas

 Consolidated Balance Sheets
 (in thousands, except for par value amounts)
 Assets
 Current assets:
 Cash and cash equivalents
 $
 499,392
 $
 237,878
 Investment securities available-for-sale
 574,499
 Receivables:
 Trade receivables, net
 244,079
 138,550
 Income tax receivable
 13,057
 10,459
 Other
 15,225
 13,433
 Total receivables, net
 272,361
 162,442
 Inventories, net
 295,670
 261,782
 Prepaid expenses and other current assets
 7,979
 5,238
 Total current assets
 1,968,110
 1,241,839
 Property, plant & equipment, net
 1,026,684
 857,234
 Investments in unconsolidated entities
 11,095
 11,195
 46,776
 45,776
 Intangible assets, net
 15,157
 15,996
 Other assets
 16,797
 12,721
 Total assets
 $
 3,084,619
 $
 2,184,761
 Liabilities and stockholders' equity
 Current liabilities:
 Trade accounts payable
 $
 101,033
 $
 75,862
 Dividends payable
 114,163
 37,760
 Accrued wages and benefits
 60,263
 32,971
 Income tax payable
 —
 43,348
 Accrued expenses and other current liabilities
 32,912
 37,802
 Total current liabilities
 308,371
 227,743
 Other liabilities
 55,582
 17,109
 Deferred income taxes
 154,651
 142,866
 Total liabilities
 518,604
 387,718
 Commitments and contingencies - see
 Note 16
 —
 —
 Stockholders' equity:
 Common stock ($
 0.01

par value):
 Common stock – authorized
 120,000

shares, issued
 75,061

and
 70,261

shares in
 2025 and 2024, respectively
 Class A convertible common stock – authorized and issued
 4,800

shares in 2024
 —
 Paid-in capital
 80,845
 76,371
 Retained earnings
 2,565,928
 1,756,395
 Accumulated other comprehensive loss, net of tax
 ( 1,007)
 ( 1,773)
 Common stock in treasury, at cost –
 26,567

and
 26,022

shares in 2025 and 2024,
 respectively
 ( 85,893)
 ( 31,597)
 Total Cal-Maine Foods, Inc. stockholders' equity
 2,560,624
 1,800,147
 Noncontrolling interest in consolidated equity
 5,391
 ( 3,104)
 Total stockholders' equity
 2,566,015
 1,797,043
 Total liabilities and stockholders' equity
 $
 3,084,619
 $
 2,184,761

 Consolidated Statements of Income
 (in thousands, except per share amounts)
 Fiscal years ended
 53 weeks
 Net sales
 $
 $
 $
 3,146,217
 Cost of sales
 2,411,000
 1,784,872
 1,949,760
 Gross profit
 1,850,885
 541,571
 1,196,457
 Selling, general and administrative
 314,449
 252,625
 232,207
 (Gain) loss on involuntary conversions
 ( 23,532)
 ( 3,345)
 (Gain) loss on disposal of fixed assets
 ( 259)
 ( 131)
 Operating income
 1,536,539
 312,452
 967,726
 Other income (expense):
 Interest expense
 ( 612)
 ( 549)
 ( 583)
 Interest income
 48,671
 32,275
 18,553
 Patronage dividends
 11,197
 11,331
 10,239
 Equity in income of unconsolidated entities
 6,221
 1,420
 Other, net
 1,126
 3,042
 1,869
 Total other income
 66,603
 47,519
 30,824
 Income before income taxes
 1,603,142
 359,971
 998,550
 Income tax expense
 384,910
 83,689
 241,818
 Less:
Net loss attributable to noncontrolling interest
 ( 1,816)
 ( 1,606)
 ( 1,292)
 Net income attributable to Cal-Maine Foods, Inc.
 $
 1,220,048
 $
 277,888
 $
 758,024
 Net income per share attributable to Cal-Maine Foods, Inc.:
 Basic
 $
 25.04
 $
 5.70
 $
 15.58
 Diluted
 $
 24.95
 $
 5.69
 $
 15.52
 Weighted average shares outstanding:
 Basic
 48,719
 48,717
 48,648
 Diluted
 48,891
 48,873
 48,834

 Consolidated Statements of
 Comprehensive Income

 (in thousands)
 Fiscal years ended
 $
 $
 $
 Other comprehensive income (loss), before tax:
 Unrealized holding gain (loss) available-for-sale securities, net of
 reclassification adjustments
 1,271
 ( 1,714)
 (Increase) decrease in accumulated post-retirement benefits obligation, net of
 reclassification adjustments
 ( 27)
 Other comprehensive income (loss), before tax
 1,438
 ( 1,741)
 Income tax expense (benefit) related to items of other comprehensive income
 (loss)
 ( 451)
 Other comprehensive income (loss), net of tax
 1,113
 ( 1,290)
 Comprehensive income
 1,218,998
 277,395
 755,442
 Less: comprehensive loss attributable to the noncontrolling interest
 ( 1,816)
 ( 1,606)
 ( 1,292)
 Comprehensive income attributable to Cal-Maine Foods, Inc.
 $
 1,220,814
 $
 279,001
 $
 756,734

 Consolidated Statements of Stockholders' Equity
 (in thousands)
 Accum.
 Other
 Comp.
 Shares
 Amount
 Class A
 Shares
 Class A
 Amount
 Treasury
 Shares
 Treasury
 Amount
 Paid In
 Capital
 Retained
 Earnings

Income
 (loss)
 Noncontrolling
 Interest
 Total
 Balance at May 28, 2022
 70,261
 $
 4,800
 $
 26,121
 $
 ( 28,447)
 $
 67,989
 $
 1,065,854
 $
 ( 1,596)
 $
 ( 206)
 1,104,345
 Stock compensation plan transactions
 —
 —
 —
 —
 ( 44)
 ( 1,561)
 4,123
 —
 —
 —
 2,562
 Dividends ($
 5.161

per share)
 —
 —
 —
 —
 —
 —
 —
 ( 227,993)
 —
 —
 ( 227,993)
 Class A common
 —
 —
 —
 —
 —
 —
 —
 ( 24,773)
 —
 —
 ( 24,773)
 Net income (loss)
 —
 —
 —
 —
 —
 —
 —
 758,024
 —
 ( 1,292)
 Other comprehensive loss, net of tax
 —
 —
 —
 —
 —
 —
 —
 —
 ( 1,290)
 —
 ( 1,290)
 Balance at June 3, 2023
 70,261
 4,800
 —
 26,077
 ( 30,008)
 72,112
 1,571,112
 ( 2,886)
 ( 1,498)
 1,609,583
 Stock compensation plan transactions
 —
 —
 —
 —
 ( 55)
 ( 1,589)
 4,259
 —
 —
 —
 2,670
 Dividends ($
 1.889

per share)
 —
 —
 —
 —
 —
 —
 —
 ( 83,565)
 —
 —
 ( 83,565)
 Class A common
 —
 —
 —
 —
 —
 —
 —
 ( 9,040)
 —
 —
 ( 9,040)
 Net income (loss)
 —
 —
 —
 —
 —
 —
 —
 277,888
 —
 ( 1,606)
 Other comprehensive loss, net of tax
 —
 —
 —
 —
 —
 —
 —
 —
 1,113
 —
 1,113
 Balance at June 1, 2024
 70,261
 4,800
 26,022
 ( 31,597)
 76,371
 1,756,395
 ( 1,773)
 ( 3,104)
 1,797,043
 Stock compensation plan transactions
 —
 —
 —
 —
 ( 7)
 ( 3,900)
 4,474
 —
 —
 —
 Conversion of Class A Shares
 4,800
 ( 4,800)
 ( 48)
 —
 —
 —
 —
 —
 —
 —
 Repurchase of Shares
 —
 —
 —
 —
 ( 50,396)
 —
 —
 —
 —
 ( 50,396)
 Contributions to Crepini Foods LLC
 —
 —
 —
 —
 —
 —
 —
 —
 —
 6,485
 6,485
 Acquisition of noncontrolling interest in
 MeadowCreek Foods LLC
 —
 —
 —
 —
 —
 —
 —
 ( 3,826)
 —
 3,826
 —
 Dividends ($
 8.319

per share)
 —
 —
 —
 —
 —
 —
 —
 ( 378,062)
 —
 —
 ( 378,062)
 Class A common
 —
 —
 —
 —
 —
 —
 —
 ( 28,627)
 —
 —
 ( 28,627)
 Net income (loss)
 —
 —
 —
 —
 —
 —
 —
 1,220,048
 —
 ( 1,816)
 Other comprehensive income, net of tax
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Balance at May 31, 2025
 75,061
 $
 —
 $
 —
 26,567
 $
 ( 85,893)
 $
 80,845
 $
 2,565,928
 $
 ( 1,007)
 $
 5,391
 $
 2,566,015

 Consolidated Statements of Cash Flows
 (in thousands)
 Fiscal year ended
 Cash flows from operating activities:
 $
 $
 $
 Adjustments to reconcile net income to net cash provided by operating
 activities:
 Depreciation and amortization
 94,021
 80,241
 72,234
 Deferred income taxes
 11,570
 ( 9,672)
 24,467
 Stock compensation expense, net of amounts paid
 4,527
 4,358
 4,205
 Loss on change in fair value contingent consideration
 15,000
 5,500
 —
 Other operating activities, net
 ( 15,426)
 ( 6,908)
 ( 1,491)
 Change in operating assets and liabilities, net of effects from acquisitions:
 (Increase) decrease in trade receivables
 ( 104,997)
 ( 27,570)
 58,129
 (Increase) decrease in inventories
 ( 12,224)
 28,800
 ( 21,102)
 Increase (decrease) in income taxes payable/receivable
 ( 45,946)
 91,567
 ( 42,218)
 Increase in accounts payable and current accrued expenses
 65,311
 9,353
 14,944
 Decrease in other operating assets and liabilities
 ( 5,334)
 ( 553)
 ( 2,890)
 Net cash provided by operating activities
 1,224,734
 451,398
 863,010
 Cash flows from investing activities:
 Purchases of investments
 ( 1,213,593)
 ( 573,565)
 ( 530,781)
 Sales of investments
 907,640
 358,932
 291,832
 Acquisition of businesses, net of cash acquired
 ( 116,193)
 ( 53,746)
 —
 Investment in unconsolidated entities
 —
 ( 363)
 ( 1,673)
 Distributions from unconsolidated entities
 4,050
 3,000
 1,500
 Purchases of property, plant and equipment
 ( 161,255)
 ( 147,116)
 ( 136,569)
 Net proceeds from disposal of property, plant and equipment
 3,882
 Net cash used in investing activities
 ( 575,469)
 ( 412,586)
 ( 375,111)
 Cash flows from financing activities:
 Principal payments on long-term debt
 ( 2,481)
 —
 —
 Principal payments on finance lease
 —
 ( 214)
 ( 224)
 Purchase of common stock by treasury
 ( 53,953)
 ( 1,688)
 ( 1,643)
 Payments of dividends
 ( 330,290)
 ( 91,856)
 ( 252,292)
 Net cash used in financing activities
 ( 386,724)
 ( 93,758)
 ( 254,159)
 Increase (decrease) in cash and cash equivalents
 262,541
 ( 54,946)
 233,740
 Cash, cash equivalents and restricted cash at beginning of year
 237,878
 292,824
 59,084
 Cash, cash equivalents and restricted cash at end of year
 $
 500,419
 $
 237,878
 $
 292,824
 Supplemental information:
 Income taxes paid
 $
 426,172
 $
 35,101
 $
 258,247

 Notes to Consolidated Financial Statements
 Note 1 - Summary of Significant Accounting Policies

 Nature of Operations
Inc.
("we,"
"us,"
"our,"
or
the
"Company")
is
engaged
in
the
production,
grading,
packaging,
 marketing and distribution of fresh shell eggs, including
conventional, cage-free, organic, brown, free-range, pasture-raised and
 nutritionally-enhanced eggs, as well
as egg products
and a variety of
prepared foods. The Company,
which is headquartered in
 Ridgeland, Mississippi, is the largest
producer and distributor of
fresh shell eggs in
the United States and
sells most of its
shell
 eggs throughout the majority of the United States.

 Principles of Consolidation
 The consolidated financial statements include the accounts of all wholly-owned subsidiaries and of majority-owned subsidiaries
 over which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation.

 Fiscal Year
 The Company's fiscal year-end is on the Saturday closest to May 31. The fiscal years ending on May 31, 2025 and June 1, 2024

weeks and the fiscal year ended June 3, 2023 included

weeks.

 Use of Estimates
 The preparation of the consolidated financial statements in conformity with generally accepted accounting principles ("GAAP")
 in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the
 consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 Cash and Cash Equivalents
 The
considers
all
highly
liquid
investments
with
a
maturity
of
three
months
or
less
when
purchased
to
be
cash
 equivalents.
We
maintain
bank
accounts
that
are
insured
by
the
Federal
Deposit
Insurance
Corporation
up
to
$
 250,000
. The
routinely
maintains
cash
balances
with
institutions
in
of
federally
insured
amounts.
The
 Company has not experienced any loss in such
accounts. The Company manages this risk through maintaining
cash deposits and
 other highly liquid investments in high quality financial institutions.

 Investment Securities Available-for-Sale
 The Company has determined that its debt
securities are available-for-sale investments and are
classified as current because the
invested
are
available for
Available-for-sale
are
carried
at
fair
value,
based
on
quoted
as
of
the
balance
sheet
date,
with
unrealized
gains
and
losses
in
other
comprehensive
income.
The
 amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and is recorded
 in interest income. The Company regularly evaluates changes to the rating of its debt securities
by credit agencies and economic
 conditions to
assess and
record any
expected credit
losses through
allowance for
credit losses,
limited to
the amount
that fair
 value was less than the amortized cost basis.

 The cost basis
for realized gains
and losses on
available-for-sale securities is
determined by the
specific identification method.
 Gains and losses are
recognized in other income
(expense) as "Other, net" in
the Company's Consolidated Statements of
Income.
 Interest
and
dividends
on
classified
as
available-for-sale
are
in
"Interest
income"
in
the
 Consolidated Statements of Income.

 Trade Receivables

 Trade receivables are stated at their
carrying values, which include a
reserve for credit losses. At
May 31, 2025 and June
1, 2024,
 reserves for credit losses were $

thousand and $

thousand, respectively. The Company extends credit to customers based
 on an
evaluation of
each customer's
financial condition
and credit
history.
Collateral is
generally not
required. The
 minimizes exposure to counter party credit
risk through credit analysis and
approvals, credit limits, and monitoring procedures.
 In determining
our reserve
for credit
losses, receivables
are assigned
an expected
loss based
on historical
loss information
adjusted

 as
needed
for
economic
and
other
forward-looking
factors.
At
May
31,
2025
and
June
1,
2024,
 one

accounted
for
 28.1
 % and
 26.8
 % of the Company's trade accounts receivable, respectively.

 Inventories
 Inventories
of
eggs,
feed,
supplies
and flocks
are valued
principally
at
the
lower of
cost
or
net
realizable value.
The
cost
of
 inventories is determined by either the first-in, first-out method or the weighted-average method.
 The
cost
associated
with
flocks,
consisting
principally
of
chicks,
feed,
labor,
contractor
payments
and
overhead
are
 accumulated during a growing period of approximately

weeks. Flock costs are amortized to cost of sales over
the productive
 lives of the flocks, generally
 one

to
 two years
. As the amortization period of the flocks is relatively short, disclosure of the gross
 cost and accumulated amortization is omitted. Flock mortality is charged to cost of sales as incurred.

 Property, Plant and Equipment
 Property, plant
and equipment are stated
at cost. Depreciation is
provided by the straight-line
method over the estimated
useful
 lives, which
are

to

years for
buildings and
improvements and

to

years for
machinery and
equipment. Expenditures
 that significantly
extend the
useful life
related assets
are capitalized.
Normal repairs
and maintenance
are expensed
as
 incurred. When property, plant, and equipment
are retired, sold, or
otherwise disposed of, the
asset's carrying amount and related
 accumulated depreciation are removed from the accounts and
any gain or loss is included in
operations. When certain events or
in
conditions
occur,
asset
lives
may
be
adjusted
and
an
impairment assessment
may
be
performed
on
the
 recoverability of the carrying amounts.

 Investments in Unconsolidated Entities
 The equity method of accounting is
used when the Company can exert
significant influence over an entity,
but does not control
 its financial
and operating
decisions. Under
the equity
method, original
investments are
recorded at
cost and
adjusted by
the
 Company's share of
undistributed earnings
or losses
of these
entities. Equity
investments without
readily determinable
fair values,
 when
the
does
not
have
the
ability
to
exercise
significant
influence
over
the
investee,
are
at
cost,
less
 impairment, plus or minus observable price changes.

represents
the
of
the
price
over
the
fair
value
of
the
identifiable
net
acquired.
is
 evaluated for
impairment at
least annually
or more
frequently if
impairment indicators
arise by
first performing
a qualitative
 assessment to determine whether a
quantitative goodwill test is necessary. After assessing
the totality of events
or circumstances,
 if we determine it is more likely than
not that the fair value of a
reporting unit is less than its carrying amount,
then we perform
 additional quantitative tests to determine the magnitude of any impairment.

 Intangible Assets
 Intangible assets
are initially
recorded at
fair value
in business
acquisitions, which
include franchise
rights, customer
relationships,
 non-compete agreements, trademarks and right of
use intangibles. They are amortized over their
estimated useful lives of

to
 years. The
gross
cost
and
accumulated
amortization
of
intangible
are
removed
when
the
are
fully
 amortized and the
asset is no
longer in use
or the contract
has expired. When
certain events or
changes in operating
conditions
 occur, asset lives may
be adjusted and
an impairment assessment
may be performed
on the recoverability
of the carrying
amounts.
 Indefinite life assets are recorded at fair value in business acquisitions and represent water rights. They are not amortized, but
 are reviewed for impairment at least annually or more frequently if impairment indicators arise.

 Insurance Liabilities and Restricted Cash
 The
uses
a
combination
of
insurance
and
self-insurance
programs,
a
wholly-owned
captive
insurance
 subsidiary (the "Captive") to
provide coverage for the
potential liabilities for workers'
compensation, auto liability and general
 liability risks. Liabilities
associated with
these risks
that are retained
Company are not
discounted and are
estimated, in
 part, by considering historical claims experience, severity
factors and other actuarial assumptions. These liabilities
are recorded
 within "Accrued
expenses and
other current
liabilities" in
Consolidated Balance
Sheets and
were $
 8.0

 and $
 4.9

million at May 31, 2025 and June 1, 2024, respectively.

 The Captive maintains certain levels
of cash and cash
equivalents which are restricted in
use to secure the
insurer's obligations
 for workers' compensation, auto
liability and general liability
programs.
As of May
31, 2025, restricted cash
was $
 1.0

 and is recorded within "Prepaid expenses and other current assets" in the Company's Consolidated Balance Sheets.
 The Company also
maintains a medical plan
covering substantially all full-time
employees. Under the plan,
the Company self-
 insures its
portion of
medical claims
and uses
stop-loss insurance
to limit
its portion
of medical
claims to
$
 275,000

per occurrence.
 Liabilities
associated
with
these
risks
are
estimated
in
part
by
considering
historical
claims
experience,
medical
cost
trends,
 demographic factors, severity factors and other actuarial assumptions.
The Company's expenses including
accruals for incurred
 but not reported claims were
approximately $
 22.8

 23.0

 21.9

million in fiscal years 2025,
2024, and 2023,
 respectively. The
liability recorded for
incurred but not
reported claims was
$
 3.0

 2.8

million as of
May 31, 2025,
 and
June
1,
2024,
respectively
and
are
classified
within
"Accrued
expenses
and
other
liabilities"
in
the
 Consolidated Balance Sheets.

 Dividend Payable
 Dividends are accrued at the end of each quarter
according to the Company's dividend
policy adopted by its Board of Directors
 ("Board"). The Company pays
a dividend to stockholders
of its Common Stock
on a quarterly basis
for each quarter for
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
is profitable
on a
cumulative basis
computed from
the date
most
 recent quarter for which a dividend was paid. The dividend policy is subject to periodic review by the Board.

 Revenue Recognition
recognizes revenue
through sale
of its
products to
customers through
retail, foodservice
distribution
 channels.
The
majority
of
the
revenue
is
derived
from
agreements
or
contracts
with
based
upon
the
ordering
its
with
a
single
performance
obligation
of
delivering
the
product.
The
believes
the
 performance
obligation
is
met
upon
delivery
and
acceptance
of
the
by
our
customers,
which
occurs
upon
 shipment or delivery
to a customer
based on 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.
regularly reviews
these estimates
and
any difference
between the
estimated costs
and actual
 realization of these programs would be recognized the subsequent period.

 Shipping and Distribution
 Costs
to
deliver
to
are
in
selling,
general
and
administrative
expenses
in
the
accompanying
 Consolidated Statements of
Income and totaled
$
 93.5

 72.7

 77.5

million in fiscal
years 2025, 2024,
and
 2023, respectively.

 Income Taxes
 Income
taxes
are
accounted
for
using
the
liability
method.
Deferred
taxes
reflect
the
net
tax
effects
of
temporary
 differences
between
the
carrying
of
and
liabilities
for
purposes
and
the
used
for
 income tax
purposes. The Company's policy
with respect
to evaluating
uncertain tax
positions is
based upon
whether management
 believes it
is more
likely than
not the
uncertain tax
positions will
be sustained
upon review
taxing authorities. The
tax
 positions must meet the more-likely-than-not recognition threshold with consideration given to the amounts and probabilities of
 the outcomes
that could
be realized
upon settlement
using the
facts, circumstances
and information
reporting date. The
 Company will
reflect only
the portion
tax benefit
that will
be sustained
upon resolution
position and
applicable
 interest on the portion of the tax benefit not recognized. The Company
initially and subsequently measures the largest amount of
 tax benefit
that is
greater than
50% likely
to be
realized upon
settlement with a
taxing authority that
has full
knowledge of
all
 relevant
information. The
records
and
penalties on
uncertain
tax
positions
as
a
component
of
tax

 expense. Based upon
management's assessment,
there are no
uncertain tax positions
expected to have
a material impact on
the
 Company's consolidated financial statements.

 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. We determine the fair values of identifiable assets and liabilities internally,
which requires estimates and
 the
use
of
various
valuation
techniques.
When
a
value
is
not
readily
available,
our
valuation
methodology
 considers the remaining estimated life of the assets acquired and what management believes is the market value for those assets.

 We
typically use the income method approach for intangible assets
acquired in a business combination. 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.
The excess
of the purchase
price over
fair values
of identifiable
assets and
liabilities is
recorded as
goodwill.

 Gain (Loss) on Involuntary Conversions

maintains insurance
for both
property damage
and business
interruption relating
to catastrophic
events, such
as
 fires, hurricanes,
tornadoes and
other acts
of God,
and is
eligible to
participate in
U.S. Department
of Agriculture
("USDA")
 indemnity
and
compensation programs
for certain
losses due
to disease
outbreaks
such
as highly
pathogenic avian
influenza
 ("HPAI"). Specifically,
the Animal Health Protection Act authorizes the USDA to provide indemnity payments to producers for
 birds and eggs that
must be destroyed during
a disease response. Payments received under
these programs are based on
the fair
 market value of
the poultry and/or
eggs at the
time that HPAI
virus is detected
in the flock.
Other covered costs
include feed,
 depopulation and disposal
costs, and virus
elimination costs. The
USDA does not
provide indemnity for
income or production
 losses
suffered
due
to
downtime
or
other
disruptions
nor
for
indirect
continuing
expenses.
Recoveries
received
for
 property damage,
business interruption
and disease
outbreaks in
excess of
or less
than the
net book
value of
damaged assets,
 including poultry, clean-up and
demolition costs,
direct post-event
costs are recorded
within "Gain (loss)
on involuntary
 conversions" in the period received or committed when all contingencies associated with the recoveries are resolved.

 Loss Contingencies
 Certain conditions
may exist
as of
the date
the consolidated
financial statements
are issued
that may
result in
a loss
 but which will only be resolved
when one or more future events
occur or fail to occur. The Company's management and its legal
 counsel assess
such contingent
liabilities, and
such assessment
inherently involves
an exercise
of judgment.
In assessing
loss
 contingencies related
to legal
proceedings that
are pending
against the
Company or
unasserted claims
that may
result in
such
 proceedings, the Company's
legal counsel evaluates the
perceived merits of any
legal proceedings or unasserted claims
as well
 as the perceived merits of the amount of relief sought or expected to be sought therein.
 If the assessment
of a contingency
indicates it is
probable that a
material loss has
been incurred and
the amount of
the liability
 can be estimated, the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment
 indicates a
potentially material
loss contingency
is not
probable, but
is reasonably
possible, or
is probable
but cannot
be estimated,
 then the
nature of
the contingent
liability,
together with
an estimate of
the range of
possible loss
if determinable
and material,
 would be disclosed. Loss
contingencies considered remote are generally
not disclosed unless they
involve guarantees, in which
 case the nature of the guarantee would be disclosed.

 The Company expenses the costs of litigation as they are incurred.

 New Accounting Pronouncements and Policies
 In November 2023,
the Financial Accounting Standards
Board ("FASB
") issued Accounting Standards
Update ("ASU") 2023-
 07,
 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
. This ASU requires enhanced disclosures
 about significant
segment expenses
regularly provided
chief operating
decision maker
that are
included within
each reported
 measure of segment profit or
loss, and requires all
annual disclosures currently required by
Topic 280
to be included in
interim
 periods. The Company adopted ASU 2023-07 effective
fiscal year 2025. The pronouncement was adopted retrospectively
to all
 prior periods presented. For additional information, refer to
 Note 15 - Segment Reporting
.
 In December 2023, the FASB issued ASU 2023-09,
 Income Taxes (Topic
740) – Improvements to Income Tax
Disclosures
. This
 ASU
requires
that
an
entity,
on
an
annual
basis,
disclose
tax
information,
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
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.

 Note 2 – Acquisitions
 Acquisition of ISE America, Inc. Assets
 June 28, 2024
, the
Company acquired
substantially all
of
the commercial
production, processing
and egg
 products breaking facilities
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,
 1.0

million cage-free,
and
 1.2

million pullets,
feed mills,
 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.
The Company accounted
 for the acquisition as a business combination.

 The
table
summarizes
the
consideration
paid
for
the
ISE
and
the
of
and
liabilities
 assumed recognized at the acquisition date (in thousands):

 Cash consideration paid
 $
 111,521
 Recognized amounts of identifiable assets acquired and liabilities assumed
 Inventories
 $
 20,547
 Property, plant and equipment
 90,572
 Intangible assets
 Liabilities assumed
 ( 308)
 Total identifiable net assets
 $
 111,521

 Inventories consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carrying
 value
as
believes
that
its
carrying
value
best
approximates
its
fair
value.
Feed
ingredients,
packaging
and
egg
 inventory were all valued based on market prices as of June 28, 2024.

 Property,
plant and
equipment were valued
utilizing the
cost approach which
is based on
replacement or reproduction
 the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence.
 Intangible assets consisted primarily of customer lists acquired. Customers lists were valued
using the income method approach.
 Acquisition of Deal-Rite Feeds, Inc. Assets
 February 3, 2025
, the Company
acquired certain assets
of Deal-Rite Feeds,
Inc. and certain
of its affiliates
("Deal-Rite")
 for approximately
$
 4.7

million. The
assets acquired
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 facilities. The Company accounted for the acquisition as a business combination.
 Property,
plant and
equipment were valued
utilizing the
cost approach which
is based on
replacement or reproduction
 the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence.

 Goodwill recorded in
connection with the
Deal-Rite acquisition is
primarily attributable to
improved efficiencies from
integrating
 the assets of Deal-Rite with the operations of the Company. The Company recognized goodwill of $
 1.0

million as a result of the
 acquisition.
 Other Acquisitions and Investments
 September 9, 2024
, the Company completed a strategic investment with Crepini LLC, establishing a new egg products
 and prepared
foods venture.
The new
entity, located in
Hopewell Junction,
New York, operates as
Crepini Foods
LLC ("Crepini").
capitalized Crepini with
approximately $
 6.75

million in
cash to
purchase additional equipment
 and fund
working capital
in exchange
for a
 % interest
new venture.
Crepini LLC
contributed its
existing assets
and
 business in exchange for a
 % interest in the new venture.
November
30,
2024,
the
the
remaining
 9.23
 %
in
our
majority-owned
subsidiary,
 MeadowCreek Foods LLC.
 Acquisition of Fassio Egg Farms, Inc. Assets
 October 4, 2023
, the Company announced the acquisition of the assets of Fassio Egg Farms, Inc. ("Fassio"), related to
 its commercial shell
egg production and
processing business. Fassio
owned and operated
commercial shell egg
production and
 processing facilities
with a
capacity at
the time
of acquisition
of approximately
 1.2

million laying
hens, primarily
cage-free, a
 feed mill, pullets,
a fertilizer production
and composting operation
and land located
in Erda, Utah,
outside Salt Lake
City.
The
 Company accounted for the acquisition as a business combination.

 The following
table summarizes
the consideration
paid for
the Fassio
assets and
the amounts
of assets
acquired and
liabilities
 assumed recognized at the acquisition date (in thousands):

 Cash consideration paid
 $
 53,746
 Fair value of contingent consideration
 1,000
 Total estimated purchase consideration
 54,746
 Recognized amounts of identifiable assets acquired and liabilities assumed
 Inventory
 $
 6,164
 Property, plant and equipment
 44,540
 Intangible assets
 2,272
 Other long-term assets
 Liabilities assumed
 ( 143)
 Total identifiable net assets
 52,976
 1,770
 $
 54,746

 Inventory consisted primarily
of flock, feed
ingredients, packaging, and
egg inventory.
Flock inventory was
valued at carrying
 value
as
believes
that
its
carrying
value
best
approximates
its
fair
value.
Feed
ingredients,
packaging
and
egg
 inventory were all valued based on market prices as of September 30, 2023.

 Property,
plant and
equipment were valued
utilizing the
cost approach which
is based on
replacement or reproduction
 the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence.
 Intangible
consisted
of
water
within
the
property
acquired.
Water
were
valued
using
the
sales
 comparison approach.
 Contingent
consideration liability
was recorded
and represents
cash payment
to
the sellers
contingent on
the
 acquired business
meeting certain
return on
profitability milestones
over a
 three-year

period, commencing
on
the date
of
the

 acquisition. The initial
fair value of the
contingent consideration was
estimated using a
discounted cash flow model.
This liability
 is recorded within "Other liabilities" in the Company's Consolidated Balance Sheets.
 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 Fassio
acquisition is
primarily attributable
to improved
efficiencies from
 integrating the assets
of Fassio with
the operations of
the Company. The Company
recognized goodwill of
$
 1.8

million as a
result
 of the acquisition.

 Note 3 - Investment Securities Available-for-Sale
 The
presents
the
available-for-sale
as
of
May
31,
2025
and
June
1,
2024
(in
 thousands):

 Amortized

 Cost
 Unrealized

 Gains
 Unrealized
 Losses
 Estimated Fair
 Value
 Municipal bonds
 $
 21,695
 $
 $
 —
 $
 21,698
 Commercial paper
 90,880
 —
 90,830
 Corporate bonds
 431,378
 —
 431,508
 Certificates of deposits
 5,200
 —
 5,194
 US government and agency obligations
 240,655
 —
 240,395
 Treasury bills
 103,119
 —
 103,083
 Total current investment securities
 $
 892,927
 $
 $
 $

 Amortized
 Cost
 Unrealized

 Gains
 Unrealized

 Losses
 Estimated Fair
 Value
 Municipal bonds
 $
 4,100
 $
 —
 $
 $
 4,059
 Commercial paper
 137,856
 —
 137,735
 Corporate bonds
 233,289
 —
 232,592
 Certificates of deposits
 3,505
 —
 3,491
 US government and agency obligations
 154,520
 —
 154,269
 Asset backed securities
 3,154
 —
 3,124
 Treasury bills
 39,239
 —
 39,229
 Total current investment securities
 $
 575,663
 $
 —
 $
 1,164
 $
 574,499

 Proceeds from the
sales and maturities
of available-for-sale
securities were $
 907.6

 358.9

 291.8

 during fiscal 2025, 2024, and 2023, respectively.
Gross realized gains for fiscal 2025, 2024, and 2023
were $

thousand, $
 thousand, and
$

thousand, respectively.
There were
 no

gross realized
losses for
fiscal 2025.
Gross realized
losses for
 2024, and 2023 were $

thousand, and $

thousand, respectively. There was
 no

allowance for credit losses at
May 31, 2025 and
 June 1, 2024.
 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 investment securities at May 31, 2025 are as follows (in thousands):

 Estimated Fair Value
 Within one year
 $
 449,577
 1-5 years
 443,131
 Total
 $

 Note 4 - Fair Value Measures

is required
to categorize
both financial
and nonfinancial
assets and
liabilities based
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:
 o
 Quoted prices for similar assets or liabilities in active markets
 o
 Quoted prices for identical or similar assets in non-active markets
 o
 Inputs other than quoted prices that are observable for the asset or liability
 o
 Inputs derived principally from or corroborated by other observable market data

 Level 3

- Unobservable inputs for
the asset or liability
supported by little or
no market activity and
are significant
 to the fair value of the assets or liabilities

 The disclosure of fair value of certain financial assets and liabilities 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 May 31, 2025 and June 1, 2024 (in thousands):

 Level 1
 Level 2
 Level 3
 Balance
 Investment securities available-for-sale
 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 investment securities available-for-sale
 measured at fair value
 $
 —
 $
 $
 —
 $
 Liabilities
 Contingent consideration
 —
 —
 Total liabilities measured at fair value
 $
 —
 $
 —
 $
 $

 Level 1
 Level 2
 Level 3
 Balance
 Investment securities available-for-sale
 Municipal bonds
 $
 —
 $
 4,059
 $
 —
 $
 4,059
 Commercial paper
 —
 137,735
 —
 137,735
 Corporate bonds
 —
 232,592
 —
 232,592
 Certificates of deposits
 —
 3,491
 —
 3,491
 US government and agency obligations
 —
 154,269
 —
 154,269
 Asset backed securities
 —
 3,124
 —
 3,124
 Treasury bills
 —
 39,229
 —
 39,229
 Total investment securities available-for-sale
 measured at fair value
 $
 —
 $
 574,499
 $
 —
 $
 574,499
 Liabilities
 Contingent consideration
 —
 —
 6,500
 6,500
 Total liabilities measured at fair value
 $
 —
 $
 —
 $
 6,500
 $
 6,500

 Investment securities available-for-sale
are all classified
as Level 2
and consist of
securities with maturities of
three months or
 longer when purchased. Observable inputs for these securities are yields, credit risks, default rates, and volatility.

 Contingent
consideration
classified
as
Level
consists
of
the
obligation
to
pay
an
earnout
to
the
sellers
of
Fassio
 contingent on the acquired business meeting
certain return on profitability milestones over
a
 three-year

period, commencing on
 the date of the acquisition. The
fair value of the contingent consideration
is estimated using a discounted cash
flow model. Key
 assumptions and
unobservable inputs
that require
significant judgement
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. See further discussion in
 Note 2 -
 Acquisition
.
 The following table shows the beginning and ending balances in fair value of the contingent consideration:

 Fassio Contingent Consideration
 Balance, June 1, 2024
 $
 6,500
 Fair value adjustments
 15,000
 Balance, May 31, 2025
 $

 Adjustments to the fair value of contingent consideration are recorded within selling, general and administrative expenses in the
 consolidated statements of income.

 Note 5 - Inventories
 Inventories consisted of the following (in thousands):

 Flocks, net of amortization
 $
 166,507
 $
 149,985
 Eggs and egg products
 29,743
 25,217
 Feed and supplies
 99,420
 86,580
 $
 295,670
 $
 261,782

 We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and breeders
 (male and female chickens used to produce fertile eggs to hatch for egg production flocks).
Our total flock at May 31, 2025 and
 June 1,
2024, consisted
of approximately
 11.5

million and
 11.8

million pullets
and breeders
and
 48.3

million and
 39.9

 layers, respectively.
 The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands):

 Amortization
 $
 196,248
 $
 198,298
 $
 186,973
 Mortality
 10,619
 10,640
 10,455
 Total flock costs charged to cost of sales
 $
 206,867
 $
 208,938
 $
 197,428

 Note 6 - Property, Plant and Equipment
 Property, plant and equipment consisted of the following (in thousands):

 Land and improvements
 $
 158,627
 $
 131,051
 Buildings and improvements
 722,552
 627,121
 Machinery and equipment
 876,024
 782,736
 Construction-in-progress
 148,621
 121,266
 1,905,824
 1,662,174
 Less: accumulated depreciation
 879,140
 804,940
 $
 1,026,684
 $
 857,234

 Depreciation expense was $
 91.1

 77.2

 69.4

million in the fiscal years
ended May 31, 2025, June 1,
2024,
 and June 3, 2023, respectively.

 Note 7 - Investment in Unconsolidated Entities
 As of May 31,
2025 and June 1,
2024, the Company owned
 % of Specialty Eggs,
LLC ("Specialty Eggs") and
of Southwest
 Specialty Eggs, LLC
("Southwest Specialty Eggs"),
which are accounted
for using the
equity method of
accounting. Specialty
 Eggs owns the Egg-Land's Best franchise
for most of Georgia and
South Carolina, as well
as a portion of
western North Carolina
 and eastern Alabama. Southwest Specialty Eggs owns the Egg-Land's Best franchise for Arizona, southern California and Clark
 County, Nevada (including Las Vegas).

 Equity method investments are included in "Investments in unconsolidated entities" in the accompanying Consolidated Balance
 Sheets and totaled $
 10.3

 8.2

million at May 31, 2025 and June 1, 2024, respectively.

 Equity in income
of unconsolidated entities
of $
 6.2

 1.4

thousand from
these entities
has been included
 in the Consolidated Statements of Income for fiscal 2025, 2024, and 2023, respectively.
 The following relates to the Company's transactions with these unconsolidated affiliates (in thousands):

 For the fiscal year ended
 Sales to unconsolidated entities
 $
 110,106
 $
 100,553
 $
 136,351
 Purchases from unconsolidated entities
 76,167
 63,916
 75,024
 Distributions from unconsolidated entities
 4,050
 3,000
 1,500

 Accounts receivable from unconsolidated entities
 $
 5,090
 $
 8,490
 Accounts payable to unconsolidated entities
 1,233

 Note 8 - Goodwill and Other Intangible Assets
 Goodwill and other intangibles consisted of the following (in thousands):

 Other Intangibles
 Franchise
 Customer
 Non-compete
 Water
 Total
 relationships
 agreements
 Trademark
 intangibles
 Balance June 3, 2023
 $
 44,006
 $
 13,414
 $
 $
 $
 $
 $
 59,903
 Additions
 1,770
 —
 —
 2,222
 —
 4,042
 Amortization
 —
 ( 1,627)
 ( 362)
 ( 134)
 —
 ( 50)
 ( 2,173)
 Balance June 1, 2024
 45,776
 11,787
 2,942
 61,772
 Additions
 1,000
 —
 —
 2,319
 Amortization
 —
 ( 1,596)
 ( 353)
 ( 157)
 —
 ( 52)
 ( 2,158)
 Balance May 31, 2025
 $
 46,776
 $
 10,191
 $
 $
 $
 2,942
 $
 $
 61,933

 For the Other Intangibles listed above, the gross carrying amounts and accumulated amortization are as follows (in thousands):

 Gross carrying
 Accumulated
 Gross carrying
 Accumulated
 amount
 amortization
 amount
 amortization
 Other intangible assets:
 Franchise rights
 $
 29,284
 $
 ( 19,093)
 $
 29,284
 $
 ( 17,497)
 Customer relationships
 1,700
 ( 745)
 2,900
 ( 2,292)
 Non-compete agreements
 1,435
 ( 683)
 1,500
 ( 876)
 Water rights *
 2,942
 —
 2,942
 —
 Trademark
 ( 17)
 ( 365)
 Total
 $
 35,695
 $
 ( 20,538)
 $
 37,026
 $
 ( 21,030)

 *
Water rights are an indefinite life intangible asset.

 No significant residual value
is estimated for these
intangible assets. Aggregate amortization
expense for fiscal years
2025, 2024,
 and 2023 totaled $
 2.2

million.

 The following table presents the total estimated amortization of intangible assets for the five succeeding years (in thousands):

 For fiscal year
 Estimated amortization expense
 2026
 $
 1,984
 2027
 1,981
 2028
 1,911
 2029
 1,849
 2030
 1,758
 Thereafter
 2,732
 Total
 $
 12,215

 Note 9 - Employee Benefit Plans
 KSOP
has a
KSOP plan
that covers
substantially all
employees (the
"Plan"). The Company
makes
 contributions
Plan at
a
rate
of
 % of
participants' eligible
compensation, plus
an additional
amount determined
at
the
 discretion
of
the
Board. Contributions
can
be
made
in
cash
or
the
Stock,
and
vest
immediately. The
 Company's cash contributions to the Plan were $
 5.5

 4.3

 4.3

million in fiscal years 2025, 2024 and 2023,
 respectively.
The Company did
 no
 t make direct
contributions of the
Common Stock in
fiscal years 2025,
2024, or
 2023. Dividends
are paid
Plan in
cash. The Plan
acquires the
 Stock, which
is listed
Nasdaq Global
Select Market,
by using
the dividends
and the
cash contributions
to
in
the
public
markets. The
Plan
sells
Stock
on
the
Nasdaq
to
pay
benefits
to
Plan
 participants. Participants
may
make
contributions
to
the
Plan
up
to
the
maximum
allowed
by
Internal
Service
 regulations. The Company does not match participant contributions.
 Deferred Compensation and Other Postretirement Plans
 The Company maintains several deferred compensation and other
postretirement plans for certain officers and
a select group of
 management and
highly compensated
employees of
the Company.
The liability
recorded related
to these
agreements was $
 4.1
 3.8

million at May
31, 2025 and
June 1, 2024,
respectively and is
classified within "Accrued
expenses and other
 current liabilities"
and "Other
liabilities" in
Consolidated Balance
Sheets. The
related expense
for these
plans
 was $
 1.5

 1.2

thousand in fiscal 2025, 2024 and 2023, respectively.

 Note 10 - Credit Facility

 For
years
2025,
2024
and
2023,
expense
was
$

thousand,
$

thousand,
and
$

thousand,
respectively,
 primarily related to commitment fees on the Credit Facility described below.

 On November 15,
2021, we entered
into an Amended
and Restated Credit
Agreement (as amended,
the "Credit Agreement")
with
 a five-year
term. The
Credit Agreement
provides for
a senior
secured revolving
credit facility
(the "Credit
Facility" or
"Revolver")
 in an initial aggregate principal amount of up to $

million, which includes a $

million sublimit for the issuance of standby
 letters of credit and a $

million sublimit for swingline loans. The Credit Facility also includes an accordion feature permitting,
 with the consent of BMO Harris
Bank N.A. (the "Administrative Agent"), an increase
in the Credit Facility in the
aggregate up
 to $

million by
adding one
or more
incremental senior
secured term
loans or
increasing one
or more
times the
revolving
 commitments under the Revolver.
 No

amounts were borrowed under
the Credit Facility as
of May 31, 2025
or June 1,
2024 or
 during fiscal 2025 or fiscal 2024. The Company had $
 4.7

million of outstanding standby letters of credit issued under the Credit
 Facility at May 31, 2025.
 On May 26, 2023, we
entered into the First Amendment
(the "First Amendment") to the
Credit Agreement, which replaced the
 London Interbank Offered Rate interest rate benchmark with the secured overnight financing rate as administered
by the Federal
 Reserve Bank of New
York
or a successor
administrator of the secured
overnight financing rate
("SOFR"). The interest rate
in
 connection with
loans made under
the Credit
Facility is
based on,
election, either
the Adjusted
Term
SOFR
 Rate plus the Applicable Margin or the
Base Rate plus the Applicable Margin. The
"Adjusted Term SOFR"
means with respect
 to any tenor, the per annum rate equal to the sum of (i) Term SOFR as defined in the Credit Agreement plus (ii)
 0.10
 % (10 basis
 points); provided, if Adjusted
Term
SOFR determined as provided
above shall ever be
less than the Floor,
then Adjusted Term
 SOFR shall be deemed to
be the Floor. The "Floor" means the
rate per annum of interest
equal to
 0.00
 %. The "Base Rate" means
 a fluctuating rate per annum equal to the highest of (a) the federal
funds rate plus
 0.50
 % per annum, (b) the prime rate of interest
 established by the Administrative Agent,
and (c) the Adjusted Term
SOFR for a
 one
 -month tenor plus
 1.00
 %. The "Applicable
 Margin" means
 0.00
 % to
 0.75
 % per annum for Base Rate Loans
and
 1.00
 % to
 1.75
 % per annum for SOFR Loans,
in each case
 depending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. The Company will
 pay a commitment
fee on
the unused
portion of
the Credit
Facility payable
quarterly from
 0.15
 % to
 0.25
 %, in
each case
depending
 upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date.

 The Credit
Facility is
guaranteed by
substantially all
the current
and future
wholly-owned direct
and indirect
domestic subsidiaries
 of
the
(the
"Guarantors"),
and
is
secured
by
a
first-priority
perfected
security
in
substantially
all
of
the
 Company's and the
Guarantors' accounts,
payment intangibles,
instruments (including
promissory notes),
chattel paper, inventory
 (including farm products) and deposit accounts maintained with the Administrative Agent.
 The Credit Agreement
contains customary covenants,
including restrictions on
the incurrence of
liens, incurrence of
 debt, sales of
assets and other
fundamental corporate changes
and investments. The
Credit Agreement requires maintenance
of
 two financial covenants: (i) a maximum Total
Funded Debt to Capitalization Ratio tested quarterly
of no greater than
 %; and
 (ii) a requirement to maintain Minimum Tangible Net Worth
at all times of $

Million plus
 % of net income (if net income
 is positive) less permitted restricted payments for each fiscal quarter after November 27, 2021.

 On March
25, 2025,
entered into
the Second
Amendment (the
"Second Amendment")
Credit Agreement.
 Under the
Credit Agreement,
a Change
of Control
is an
event of
default. The
Second Amendment
amended the
definition of
 Change of
Control to
exclude from
that definition
the conversion
(the "Class
A Conversion")
of all
outstanding shares
 Company's Class A Common Stock into Common Stock which occurred on April 14, 2025.
 The Second
Amendment states
that after
the Class
A Conversion,
Change of
Control will
mean any
following: (i)
the
 acquisition by
any "person"
or "group"
(as such
terms are
used in
sections 13(d)
and 14(d)
Securities Exchange
Act of
 1934, as amended) at any
time of beneficial ownership
of 30.0% or more of
the outstanding capital stock
or other equity interests
 of the Company on a fully-diluted
basis, (ii) the failure of individuals
who are members of the
Board (or similar governing body)
 of the Company on
the effective date
of the Second
Amendment (together with any
new or replacement directors
whose initial
 nomination for election was approved
by a majority of the
directors who were either directors
on the effective date of the Second
 Amendment or previously so
approved) to constitute a
majority of the Board
(or similar governing body)
of the Company, or (iii)
 any "Change
of Control"
(or words
of like
import), as
defined in
any agreement
or indenture
relating to
any issue
of Material
 Indebtedness of any Loan Party or any Subsidiary of a Loan Party (each as defined in the Credit Agreement), shall occur.
 Further, under
the terms of
the Credit Agreement,
payment of dividends
under the Company's
current dividend policy
of one-
 third of the Company's net income, computed in accordance
with GAAP,
and payment of other dividends or repurchases by the
 Company of its
capital stock is
allowed, as long
as after giving
effect to such
dividend payments or repurchases
no default has
 occurred and is continuing and the sum of cash and cash equivalents of the Company and its
subsidiaries plus availability under
 the Credit Facility equals at least $

million.

 The Credit
Agreement also
includes customary
events of
default and
customary remedies
upon the
occurrence of
an event
of
 default, including acceleration of the amounts
due under the Credit Facility and
foreclosure of the collateral securing the
Credit
 Facility.
 At May 31, 2025, we were in compliance with the covenant requirements of the Credit Agreement.

 Note 11 - Equity

 As of May 31, 2025, the Company's authorized shares of capital stock consisted of

million shares of Common Stock and
 million shares of preferred stock, par value $
 0.01

per share. As of May 31, 2025,
 no

shares of preferred stock were outstanding.
 Prior to the conversion of all of the Company's outstanding shares of Class A Common Stock into Common
Stock (the "Class A
 Conversion"), which
occurred on
April 14,
2025, the
Company had
 two

classes of
capital stock,
and Class
A
 Common Stock,
which were
similar in
most respects
except that
the Common
Stock had
 one

vote per
share and
the Class
A
had

votes per
share. In
addition, each
share of
Class A
was convertible
into
 one

share of
option of
the holder
at any
time, and,
generally,
would automatically
convert into
Common Stock upon
 transfer outside of the control of the family of Fred R.
Adams Jr., the Company's
late founder. Prior to the
Class A Conversion,
 Mr. Adams' family controlled all of the outstanding shares of Class A Common Stock, all of which were held by
DLNL, LLC, a
 Delaware limited liability company
("Daughters' LLC"), and thereby
controlled a majority of
the Company's total voting power;
 as a result, the Company was a "controlled company" under the rules of The Nasdaq Stock Market.
 On February 25, 2025, the Company
entered an Agreement Regarding Conversion
(the "Conversion Agreement") by and among
 the Company, Daughters' LLC
and its members,
namely Fred R. Adams
Jr.'s four daughters and Adolphus
B. Baker, Board
Chair
 and
Mr. Adams'
son-in-law (the
"Members" and
together with
Daughters' LLC,
the
"Stockholder Parties").
The
 entry into the Conversion Agreement was
a result of the Members
informing the Company that they were
potentially interested
 in diversifying
their respective
financial portfolios,
including through
the potential
sale of
all or
a portion
shares of
the
Stock
underlying
the
Class
A
Stock,
as
most
of
them
have
become
more
focused
on
their
 individual estate planning efforts and philanthropic endeavors.

 The Conversion Agreement provided for the following:

 The approval by
the Board, and
approval by Daughters'
LLC by majority
written consent, of
the Third Amended
and
 Restated Certificate of
Incorporation of the
Company ("Third Amended
and Restated Charter"),
which became effective
 upon filing with the Delaware Secretary of State on March 27, 2025.

 The approval
Board of
the Amended
and Restated
Bylaws of
the Company,
which became
effective when
the
 Third Amended and Restated Charter became effective.

 The agreement by the Stockholder Parties not to convert any shares of Class A Common Stock into shares of Common
 Stock prior to the later of (i) the effective date of the Third Amended and Restated Charter or (ii) the date the
 obtained an amendment to its Credit Agreement such that the Class A Conversion, defined below, would not result in a
 "Change of Control" within the meaning of the Credit Agreement. Both conditions were met on March 27, 2025.

 The agreement by the Stockholder Parties that if Daughters' LLC converted any Class
A Common Stock into Common
 Stock,
it
would
simultaneously
convert
all
(but
not
less
than
all)
Class
A
Stock
into
Stock
(the
 "Class A Conversion").

 After
the
effective
date
of
the
Class
A
Conversion
(the
"Class
A
Conversion
Date"),
and
ending
on
the
12-month
 anniversary
of
the
Class
A
Conversion
Date
(or,
if
earlier,
December 31, 2026),
registration
of
the
 Members to offer or sell Common
Stock in a registered offering under the Securities Act of 1933, as amended.

 The adoption by the
Stockholder Parties of an
amended and restated limited
liability company operating agreement of
 Daughters' LLC, which provided
for certain changes to
permit Daughters' LLC to
take the actions provided
for in the
 Conversion Agreement.
 The Conversion Agreement, including the documents contemplated by that agreement, did
not require any Stockholder Party to
 convert Class A Common Stock into Common Stock or to sell any Common Stock.
 Also on
February 25, 2025,
the Board approved
a new $

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 $

million (exclusive
fees, taxes,
commissions or
other expenses
such repurchases),
subject to
conditions
and
other
factors.
The
actual
timing,
number
and
value
of
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
 price of the Common Stock and general market and economic conditions.

 The Class A Conversion occurred on April 14, 2025, at which time the Company was no longer a controlled company under the
 rules of The
Nasdaq Stock Market.
On April 15,
2025, the Company
filed a Certificate
of Retirement with
the Delaware Secretary
 of
State,
retiring
the
Class
A
Stock.
Promptly
thereafter,
the
filed
the
Fourth
Amended
and
Restated
 Certificate of Incorporation with
the Delaware Secretary of
State, which became effective
upon filing, reflecting the
retirement
 of the Class A Common Stock.
 On April 15, 2025,
in connection with the
offer and sale (the "Offering")
of
 2,978,740

shares of Common Stock
by the Members,
 the Company entered into
a stock repurchase agreement
with the Members, pursuant
to which the Company
agreed to repurchase

of
Stock
(the
"Repurchased
Shares"),
which
were
not
in
the
Offering,
contingent
upon
 completion of the
Offering, at the
per share price
paid by the
underwriter in the
Offering, resulting in
a total purchase
price of
 approximately $

million. The
Offering and
the Company's purchase
Repurchased Shares
pursuant to
the stock
 agreement were completed on
 April 17, 2025
. The Company incurred expenses of $
 1.7

million in connection with the Offering.
 Pursuant to the Conversion Agreement, the Selling Stockholders will reimburse the Company $

thousand.
 As of May 31, 2025, no shares other than the Repurchased Shares had
been repurchased under the Company's share repurchase
 program, leaving $

million available under the program.

 Note 12 - Net Income per Common Share
 Basic net income per share attributable
to Cal-Maine Foods, Inc. is based on
the weighted average Common Stock and Class
A
outstanding. All
shares of
Class A
were converted
into Common
Stock on
April 14,
2025. Diluted
 net income per share attributable to Cal-Maine Foods, Inc. is based on weighted-average Common Stock outstanding during the
 relevant period adjusted for the dilutive effect of share-based awards.

 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):

 Numerator
 $
 $
 $
 Less: Net loss attributable to noncontrolling interest
 ( 1,816)
 ( 1,606)
 ( 1,292)
 Net income attributable to Cal-Maine Foods, Inc.
 $
 1,220,048
 $
 277,888
 $
 758,024
 Denominator
 Weighted-average common shares outstanding, basic
 48,719
 48,717
 48,648
 Effect of dilutive securities of restricted shares
 Weighted-average common shares outstanding, diluted
 48,891
 48,873
 48,834
 Net income per common share attributable to Cal-Maine Foods, Inc.
 Basic
 $
 25.04
 $
 5.70
 $
 15.58
 Diluted
 $
 24.95
 $
 5.69
 $
 15.52

 Note 13 – Stock-Based Compensation
 The Company's
stock-based compensation plan,
the Amended and
Restated Cal-Maine Foods,
Inc. 2012 Omnibus
Long-Term
 Incentive Plan (the
"LTIP
Plan"), provides for
the granting of
equity-based awards such
as restricted stock,
performance stock
 units and stock options. Awards may be granted under the LTIP
Plan to any employee, any non-employee member of the Board,
 and any
consultant who
is a
natural person
and provides
services to
us or
one of
our subsidiaries
(except for
incentive stock
 options, which may be granted only to our employees). The maximum number of shares of Common Stock available for awards
 under the
LTIP
Plan is
 2,000,000

of which
 813,298

shares remained
available for
issuance as
of May
31, 2025,
and may
be
 authorized but unissued shares or treasury shares. Common Stock issued from treasury shares under the plan was
 47,700

shares,
 86,803

shares and
 84,969

shares for fiscal 2025, 2024 and 2023, respectively.

 Restricted Stock
 Restricted stock
outstanding under
the LTIP
Plan vests
three years
from the
grant date,
or upon
death or
disability,
change in
 control, or retirement (subject to certain requirements). The restricted stock contains
no other service or performance conditions.
 Restricted stock is awarded in
the name of the recipient
and, except for the right
of disposal, constitutes issued and
outstanding
 shares of the Company's Common Stock for all corporate purposes during the period of restriction including the right to receive
 dividends. Compensation expense is
a fixed amount based
on the grant date
closing price and is
amortized on a straight-line
basis
 over the vesting period. Forfeitures are recognized as they occur.
 Total
stock-based
compensation
expense
was
$
 4.5

million,
$
 4.4

million,
and
$
 4.2

in
2025,
2024,
and
2023,
 respectively.
 Our unrecognized compensation expense as
a result of non-vested
shares was $
 8.0

million at May 31,
2025 and $
 7.5

million at
 June 1,
2024. The unrecognized
compensation expense
will be
amortized to
stock compensation
expense over
a period
of 2.1
 years.
 A summary of our equity award activity and related information for our restricted stock is as follows:

 Number of

 Shares
 Weighted Average
Grant
 Date Fair Value
 Outstanding, June 3, 2023
 294,140
 $
 43.72
 Granted
 86,803
 54.94
 Vested
 ( 101,660)
 37.82
 Forfeited
 ( 1,329)
 44.68
 Outstanding, June 1, 2024
 277,954
 $
 49.38
 Granted
 47,700
 109.97
 Vested
 ( 108,058)
 41.32
 Forfeited
 ( 4,879)
 54.86
 Outstanding, May 31, 2025
 212,717
 $
 66.93

 Note 14 - Income Taxes
 Income tax expense consisted of the following:

 Fiscal year ended
 Current:
 Federal
 $
 312,000
 $
 83,721
 $
 180,521
 State
 61,340
 9,640
 36,830
 373,340
 93,361
 217,351
 Deferred:
 Federal
 12,703
 ( 7,371)
 19,952
 State
 ( 1,133)
 ( 2,301)
 4,515
 11,570
 ( 9,672)
 24,467
 $
 384,910
 $
 83,689
 $
 241,818

 Significant components of the Company's deferred tax liabilities and assets were as follows:

 Deferred tax liabilities:
 Property, plant and equipment
 $
 128,789
 $
 120,402
 Inventories
 35,041
 29,297
 Investment in affiliates
 2,205
 Other
 6,485
 6,437
 Total deferred tax liabilities
 172,520
 157,040
 Deferred tax assets:
 Accrued expenses
 3,620
 3,230
 State operating loss carryforwards
 Other comprehensive income
 Other
 13,473
 9,936
 Total deferred tax assets
 17,869
 14,174
 Net deferred tax liabilities
 $
 154,651
 $
 142,866

 The differences between income tax expense at the Company's effective income tax rate and income tax expense at the statutory
 federal income tax rate were as follows:

 Fiscal year end
 Statutory federal income tax
 $
 337,042
 $
 75,931
 $
 209,418
 State income taxes, net
 47,169
 5,798
 32,662
 Other, net
 1,960
 ( 262)
 $
 384,910
 $
 83,689
 $
 241,818

 As of
had
 no

significant unrecognized tax
benefits. Accordingly,
the Company had
 no

accrued interest
and
 penalties related to uncertain tax positions.
 We
are subject
to income
tax in
many jurisdictions
within the
U.S. We
are currently
not under
audit by
the Internal
 Service
or
by
any
state
and
local
tax
authorities.
Tax
periods
for
all
years
beginning
with
year
2020
remain
open
to
 examination by federal and state taxing jurisdictions to which we are subject.

 Note 15 – Segment Reporting

 The
has
 one

and
 one

reportable
segment,
which
is
the
production,
grading,
packaging,
marketing
and
 distribution of shell eggs and egg products. The Company is managed on a consolidated basis.

 The Company's
operating segment
is determined
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 Consolidated Statements of
Income, to assess
the
 performance
and
make
decisions
on
how
to
allocate
resources
to
the
segment.
The
CODM
utilizes
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
expense
categories
as
disclosed
on
the
face
of
the
Consolidated
Statements
of
 Income. The measure of segment assets is reported on the Consolidated Balance Sheet as Total assets.

 Revenue primarily derives from the sales of shell eggs 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
egg
offerings
include
liquid
and
frozen
egg
products,
as
well
as
ready-to-eat
such
as
hard-cooked
eggs,
egg
wraps,
protein
pancakes,
crepes
and
wrap-ups.
Other
sales
represent
feed
sales,
 miscellaneous byproducts and resale products.

 The following table provides revenue disaggregated by product category (in thousands):

 Fiscal years ended
 53 weeks
 Conventional shell egg sales
 $
 2,835,423
 $
 1,291,743
 $
 2,051,961
 Specialty shell egg sales
 1,184,487
 925,665
 956,993
 Egg products and prepared foods
 198,833
 89,009
 122,270
 Other
 43,142
 20,026
 14,993
 $
 $
 $
 3,146,217

 The following table provides revenue disaggregated by sales channel (in thousands):

 Fiscal years ended
 53 weeks
 Retail
 $
 3,613,828
 $
 2,046,230
 $
 2,693,162
 Foodservice
 608,166
 267,428
 427,886
 Other
 39,891
 12,785
 25,169
 $
 $
 $
 3,146,217

 Retail customers include primarily national and regional grocery store chains, club stores, and companies servicing independent
 supermarkets
in
the
U.S.
Foodservice
include
that
sell
food
and
items
to
 restaurants, healthcare and education facilities and hotels.
 Our largest customer, Walmart Inc. (including Sam's Club) accounted for
 33.6
 %,
 34.0
 % and
 34.2
 % of net sales dollars for fiscal
 2025, 2024, and 2023, respectively.

 Note 16 - Commitments and Contingencies

 Civil Investigative Demand
 In
March
2025,
the
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.
The
is
complying
with
the
CID
and
cooperating
with
the
 investigation.
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
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. The
 district court entered an order scheduling pre-trial proceedings and a
pre-trial conference for August 11, 2025. 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

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.
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
States
District
Court
for
the
Northern
District
of
Illinois,
Kraft
Foods
Global,
Inc.
et
al.
v.
Egg
 Producers, Inc.
et al., Case
No. 1:11-cv-8808, for
trial. The
Egg Products
Plaintiffs alleged that
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
 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
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
 approximate amount of
$
 23.9

million, representing
a portion
total bond
required to
preserve the
right to
appeal the
trial
 court's
decision. Another
defendant posted
a bond
for the
remaining amount.
intends to
vigorously
 defend the claims asserted by the Egg Products Plaintiffs.

 If the
jury's
decision is
ultimately upheld,
would be
jointly and
severally liable
with other
defendants for
treble
 damages,
or
$
 43.6

million,
to
credit
for
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

 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
proportional
share
of
the
reasonably
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
 %
membership interests
of Benton
County Foods,
LLC, which
is an
ongoing commercial
operation within
the Illinois
 River
Watershed.
Benton
County
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 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
in not
moot. The
court instructed
the parties
to submit
proposed forms
of final
judgment. While
 management believes there
is a
reasonable possibility of
a material loss
from the
case, at
the present
time, it
is not
possible to
 estimate the
amount of
monetary exposure,
if any,
Company due
to a
range of
factors, including
the following,
among
 others: uncertainties inherent in any
assessment of potential costs associated
with injunctive relief or
other penalties based on
a
 decision in a case tried
over 14 years ago based
on environmental conditions that existed at
the time, the lack of
guidance from
 the court as to
what might be
considered appropriate remedies,
the ongoing litigation
with the State
of Oklahoma, and
uncertainty
what
our
proportionate
share
of
any
remedy
would
be,
although
we
believe
that
our
share
compared
to
the
other
 defendants is small.
 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.

 Note 17 – Subsequent Events
 Effective June 2, 2025, the Company completed its previously announced acquisition of 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 purchase price was
approximately $

million, excluding expected tax
 assets resulting from the transaction, and was funded with available cash on hand.
 The Company has not included
certain disclosures due to
the timing of the
transaction relative to the
date of the report containing
 these Financial Statements and because the initial accounting for the business combination is incomplete.

 ITEM
9.
CHANGES IN
AND DISAGREEMENTS
WITH
ACCOUNTANTS
ON
ACCOUNTING AND
FINANCIAL
 DISCLOSURE
 None.

 ITEM 9A.
CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures
 Our disclosure controls and
procedures are designed to
provide reasonable assurance that
information required to be
disclosed by
 us in
the reports
we file
or submit
under the
Securities Exchange
Act of
1934, as
amended (the
"Exchange Act")
is recorded,
 processed, summarized and reported,
within the time periods
specified in the Securities
and Exchange Commission's
rules and
 forms. Disclosure
and
include,
without
limitation,
and
designed
to
ensure
that
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
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
2025 at
the reasonable
 level.
 Internal Control Over Financial Reporting
 (a)
Management's Report on Internal Control Over Financial Reporting
 The following sets
forth, in accordance
with Section 404(a)
of the Sarbanes-Oxley
Act of 2002
and Item 308
of the Securities
 and Exchange Commission's Regulation S-K, the report of management on our internal control over financial reporting.
 1.
 Our management is responsible for establishing and maintaining adequate internal
control over financial reporting.
 "Internal control over
financial reporting" is
a process designed
by, or under the supervision
of, our Chief
Executive
 Officer and Chief Financial Officer,
together with other financial officers, and effected by the Board, management
 and
other
personnel,
to
reasonable
the
reliability
of
and
the
 preparation
of
for
external
purposes
in
with
accepted
accounting
 principles and includes those policies and procedures that:

 Pertain to the maintenance of records that
in reasonable detail accurately and fairly reflect
the transactions
 and dispositions of our assets;

 Provide reasonable assurance that transactions
are recorded as necessary to
permit preparation of financial
in
with
accepted
accounting
principles,
and
that
our
receipts
and
 expenditures are being made
only in accordance with
authorizations of our management
and directors; and

 Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
 disposition of our assets that could have a material effect on the financial statements.
 2.
Our management,
in accordance
with Rule
13a-15(c) under
the Exchange
Act
and with
the participation
 Chief
Executive
Officer
and
Chief
Financial
Officer,
together
with
other
officers,
evaluated
the
 effectiveness
of
our
over
as
of
May
31,
2025. The
framework
on
which
 management's
evaluation
of
our
over
is
based
is
the
"Internal
Control
–
 Integrated
Framework"
 published
in
2013
by
the
Committee
of
Sponsoring
Organizations
("COSO")
of
the
 Treadway Commission.
 3.
Management has determined that our internal control over financial reporting as of May
31, 2025 is effective. It is
 noted
that
over
cannot
absolute
of
achieving
 reporting objectives, but rather reasonable assurance of achieving such objectives.
 4.
The attestation report of FROST, PLLC on our internal control over financial reporting, which includes that firm's
 opinion on the effectiveness of our internal control over financial reporting, is set forth below.
 (b)
Attestation Report of the Registrant's Public Accounting Firm

 Report of Independent Registered Public Accounting Firm
 on Internal Control Over Financial Reporting
 Board of Directors and Stockholders
 Ridgeland, Mississippi
 Opinion on Internal Control Over Financial Reporting
 We have
audited Cal-Maine Foods, Inc. and Subsidiaries' internal control over financial reporting as of
May 31, 2025,
 based
on
criteria
established
in
 2013
Internal
Control
–
Integrated
Framework

issued
by
the
Committee
of
Sponsoring
 Organizations of the Treadway
Commission ("COSO").
In our opinion, Cal-Maine Foods, Inc.
and Subsidiaries maintained, in
 all material respects, effective internal control over financial reporting as of May 31, 2025, based on criteria established in
 2013
 Internal Control – Integrated Framework

issued by the COSO.
 We
also have
audited, in
accordance with
the standards
Public Company
Accounting Oversight
Board (United
 States) ("PCAOB"), the consolidated balance sheets and the related
consolidated statements of income, comprehensive income,
 stockholders' equity, and cash flows of Cal-Maine Foods, Inc.
and Subsidiaries and our report dated July 22, 2025 expressed an
 unqualified opinion.
 Basis for Opinion
Inc.
and
Subsidiaries'
is
responsible
for
maintaining
effective
over
reporting,
and
for
their
assessment
of
the
effectiveness
of
over
reporting,
in
the
 accompanying Management's Report on Internal Control Over Financial Reporting in Item 9A.
Our responsibility is to express
 an opinion on
the entities' internal
control over financial
reporting based on
our audit.
We are a public accounting firm
registered
 with the PCAOB and are required to be
independent with respect to Cal-Maine Foods, Inc. and
Subsidiaries in accordance with
federal securities
laws and
the applicable
rules and
regulations of
and Exchange
Commission and
the
 PCAOB.
 We
conducted our
audit in
accordance with
the standards
of
the PCOAB.
Those standards
require that
we plan
and
 perform the audit to
obtain reasonable assurance about
whether effective internal control
over financial reporting was
maintained
 in all
material respects.
Our audit
of internal
financial reporting
included obtaining
an understanding
of internal
financial reporting,
assessing the
risk that
a material
weakness exists,
and testing
and evaluating
the design
and
 operating effectiveness of internal control based on
the assessed risk. Our audit also included performing
such other procedures
 as we considered necessary in the circumstances. We believe our audit provides a reasonable basis for our opinion.
 Definition and Limitations of Internal Control Over Financial Reporting

An entities' internal control over
financial reporting is a process
designed to provide reasonable assurance
regarding the
 reliability of financial reporting
and the preparation of
consolidated financial statements for
external purposes in accordance
with
 accounting principles generally
accepted in the
United States of
America. An
entities' internal control
over financial reporting
 includes those
policies and
procedures that
(1) pertain
maintenance of
records that,
in reasonable
detail, accurately
and
 fairly reflect the transactions and dispositions of
the assets of the entities; (2) provide
reasonable assurance that transactions are
as
necessary
to
permit
preparation
of
in
with
accounting
principles
 generally accepted
United States
of America,
and that
receipts and
expenditures of
the entities
are being
made only
in
with
authorizations
of
and
directors
of
the
entities;
and
(3)
reasonable
 prevention or
timely detection of
unauthorized acquisition, use,
or disposition
entities' assets
that could
have a
 effect on the consolidated financial statements.

Because of
its inherent
limitations, internal
financial reporting
may not
prevent or
detect misstatements.
 Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
 because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/
 Frost, PLLC
 Little Rock, Arkansas

 (c)
Changes in Internal Control Over Financial Reporting
 In
connection
with
its
evaluation
of
the
effectiveness,
as
of
May
31,
2025,
of
our
over
reporting,
 management determined that there was no change in our internal control over financial reporting that occurred during the fourth
 quarter ended
2025, that
has materially
affected, or
is reasonably
likely to
materially affect,
our internal
 financial reporting.

 ITEM 9B.
OTHER INFORMATION

 During our fourth
quarter of fiscal
2025, no director
or officer of
 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) or Regulation S-K.
 ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
 Not applicable.

 PART
III.

 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Except as set forth below, the information concerning
directors, executive officers and corporate
governance required by Item 10
 is
incorporated
by
reference
from
our
definitive
proxy
statement
which
is
to
be
filed
pursuant
to
Regulation
14A
under
the
 Securities Exchange Act of 1934 in connection with our 2025 Annual Meeting of Stockholders.
 We have adopted a Code of
Ethics and Business
Conduct that applies
to our directors,
officers and employees, including
the chief
 executive officer
and principal
financial and
accounting officers
Company.
We
will provide
a copy
code free
of
 charge to any person that requests a copy by writing to:
 Cal-Maine Foods, Inc.
 1052 Highland Colony Pkwy, Suite 200
 Ridgeland, MS
39157
 Attn.:
Investor Relations
 Requests can be made by phone at (601) 948-6813.
 A
copy
is
also
available
at
our
website
www.calmainefoods.com
under
the
heading
"Investor
Relations
–
Corporate
 Governance." We
intend
to
disclose
any
amendments
to,
or
waivers
from,
the
Code
of
Ethics
and
Business
Conduct
on
our
 website promptly following the date
of any such amendment or waiver. Information contained on
our website is not a part
of this
 report.

 ITEM 11.
EXECUTIVE COMPENSATION

 The information concerning executive compensation required by Item 11 is incorporated by reference from our definitive proxy
 statement which is
to be filed
pursuant to Regulation
14A under the
Securities Exchange Act
of 1934 in
connection with our
2025
 Annual Meeting of Stockholders.

 ITEM 12.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND
RELATED
 STOCKHOLDER MATTERS
 The information
concerning security
ownership of
certain beneficial
owners and
management and
related stockholder
matters
 required by Item 12 is incorporated by reference from our definitive proxy statement which is to be filed pursuant to Regulation
 14A under the Securities Exchange Act of 1934 in connection with our 2025 Annual Meeting of Stockholders.

 ITEM 13.
CERTAIN
RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
concerning
relationships
and
transactions,
and
director
independence
by
Item
is
 incorporated by
reference from
our definitive
proxy statement
which is
to be
filed pursuant
to Regulation
14A under
 Exchange Act of 1934 in connection with our 2025 Annual Meeting of Stockholders.

 ITEM 14.
PRINCIPAL ACCOUNTANT
FEES AND SERVICES

 The information
concerning principal
accountant fees
and services
required by
Item 14
is incorporated
by reference
from our
 definitive
proxy
statement
which
is
to
be
filed
pursuant
to
Regulation
14A
under
the
Securities
Exchange
Act
of
1934
in
 connection with our 2025 Annual Meeting of Stockholders.

 PART
IV.

 ITEM 15. EXHIBIT AND FINANCIAL STATEMENT
SCHEDULES

 (a)(1)
Financial Statements
 The following consolidated financial
statements and notes thereto
of Cal-Maine Foods, Inc.
and its subsidiaries are
included in
 Item 8 and are filed herewith:

 Report of Independent Registered Public Accounting Firm

(PCAOB
 5348
)
 Consolidated Balance Sheets – May 31, 2025 and June 1, 2024
 Consolidated Statements of Income – Fiscal Years Ended May 31, 2025, June 1, 2024, and June 3, 2023
 Consolidated Statements of Comprehensive Income – Fiscal Years Ended May 31, 2025, June 1, 2024, and June
 3, 2023
 Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended May 31, 2025, June 1,
 2024, and June 3, 2023
 Consolidated Statements of Cash Flows for the Fiscal Years Ended May 31, 2025, June 1, 2024, and June 3, 2023
 Notes to Consolidated Financial Statements
 (a)(2)
Financial Statement Schedule
 All schedules are
omitted either because
they are not
applicable or required, or
because the required
information is included
in
 the financial statements or notes thereto.
 (a)(3)
Exhibits Required by Item 601 of Regulation S-K
 See Part (b) of this Item 15.

 (b)
Exhibits Required by Item 601 of Regulation S-K

 The following exhibits are filed herewith or incorporated by reference:
 Exhibit
 Number
 Exhibit
 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)
 4.1**
 Description of Registrant's Securities Registered Under Section 12 of the Exchange Act
 10.1
 Amended and Restated Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the
 Guarantors, BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to
 Exhibit 10.1 in the Registrant's Form 8-K, filed November 19, 2021)
 10.2
 First Amendment to Credit Agreement, dated May 26, 2023, among Cal-Maine Foods, Inc., the Guarantors,
 BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.5
 to the Registrant's Form 10-K filed July 25, 2023)
 10.3
 Second Amendment entered into as of March 25, 2025 to Amended and Restated Credit Agreement between
 Cal-Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative agent and the
 lenders party thereto (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K, filed March 27,
 2025)
 10.4
 Agreement Regarding Conversion dated February 25, 2025 by and among Cal-Maine Foods, Inc. DLNL, LLC,
 and each member of DLNL, LLC (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K,
 filed February 25, 2025)
 10.5*
 Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 99.2 to
 the Registrant's Form 8-K, filed March 27, 2025)
 10.6*
 Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to
 Exhibit 4.4 in the Registrant's Form S-8, filed March 30, 2012)
 10.7*
 Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by
 reference to Exhibit 4.5 in the Registrant's Form S-8, filed March 30, 2012)
 10.8*
 Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by
 reference to Exhibit 10.1 to the Registrant's Form 8-K filed October 2, 2020)
 10.9*
 Amendment No. 1 to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive
 Plan (incorporated by reference to Exhibit 99.3 to the Registrant's Form 8-K, filed March 27, 2025)
 10.10*
 Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-
 Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10K filed July 19,
 2022)
 10.11*
 Form of Performance Share Unit Awards (incorporated by reference to Exhibit 10.7 to the Registrant's Form
 10-Q, filed April 8, 2025)
 10.12*
 Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.6 to the
 Registrant's Form 10-Q, filed April 8, 2025)
 10.13*
 Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1
 to the Registrant's Form 8-K filed March 27, 2023)
 10.14*
 Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to the
 Registrant's Form 8-K filed March 27, 2023)
 10.15*
 Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in the
 Registrant's Form 8-K, filed November 19, 2021)
 19.1
 Insider Trading Policy (incorporated by reference to Exhibit 19.1 in the Registrant's Form 10-K, filed July 23,
 2024)
 21**
 Subsidiaries of the Registrant
 23.1**
 Consent of FROST, PLLC
 31.1**
 Rule 13a-14(a) Certification of Chief Executive Officer
 31.2**

 Rule 13a-14(a) Certification of Chief Financial Officer
 32***
 Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer
 Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Registrant's
 Form 10-K, filed July 23, 2024)

 101.SCH***+

 101.CAL***+
 101.DEF***+
 101.LAB***+
 101.PRE***+
 *
Management contract or compensatory plan or arrangement
 **
Filed herewith as an Exhibit
 ***
Furnished herewith as an Exhibit
 +
Submitted electronically with this Annual Report on Form 10-K
 (c)
Financial Statement Schedules Required by Regulation S-X
 All schedules for which provision is made in
the applicable accounting regulations of the Securities and Exchange Commission
 are not required under the related instructions or are inapplicable and therefore have been omitted.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or
15(d) 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, in Ridgeland,
Mississippi.
 CAL-MAINE FOODS, INC.
 /s/ Sherman L. Miller
 Sherman L. Miller
 President and Chief Executive Officer
 Date:
 Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
 on behalf of the registrant and in the capacities and on the dates indicated:
 Signature
 Title

 Date

 /s/
Sherman L. Miller

 President, Chief Executive Officer

 Sherman L. Miller

 and Director

 (Principal Executive Officer)

 /s/
Max P.
Bowman

 Vice President, Treasurer,
Secretary,

 Max P.
Bowman

 Chief Financial Officer and Director

 (Principal Financial Officer)

 /s/ Matthew S. Glover

 Vice President, Accounting

 Matthew S. Glover

 (Principal Accounting Officer)

 /s/
Adolphus B. Baker

 Chairman of the Board and Director

 Adolphus B. Baker

 /s/
Letitia C. Hughes

 Director

 Letitia C. Hughes

 /s/
James E. Poole

 Director

 James E. Poole

 /s/
Steve W. Sanders

 Director

 Steve W. Sanders

 /s/
Camille S. Young

 Director
 Camille S. Young