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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 subject
 to such filing requirements for the past 90 days.

 Yes

 No

 Indicate by check mark whether
the registrant has submitted
electronically every Interactive Data
File required to be
submitted pursuant to Rule
 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
 submit
such files).

 Yes

 No

 Indicate
by
check
mark
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
 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 December 2, 2023,
which was the
date of the last
business day of the
registrant's most recently completed second fiscal
quarter,
 was $
 2,076,631,567
.
 As of
July 23,
2024,
 44,238,766

shares of
the registrant's
Common Stock,
$0.01 par value,
and
 4,800,000

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 2024
annual meeting of
stockholders which will be
filed pursuant to
Regulation 14A not later
than 120 days
after the end
of the fiscal
 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 the Securities Exchange Act of 1934 (the "Exchange
Act") relating to our shell egg and egg
business,
estimated
data,
expected
construction
schedules,
construction
 potential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact on
 our business of the resurgence
in United States ("U.S.") commercial
table egg layer flocks of
highly pathogenic avian
influenza
 ("HPAI"), potential future impact on our business of inflation and changing interest rates, potential future impact on our business
 of new legislation, rules or policies, potential outcomes of legal proceedings, including loss
contingency accruals and factors that
 may result in changes in the amounts recorded, and
other projected operating data, including anticipated results of operations and
 financial condition. 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
from
those
in
the
statements.
The
are
based
on
 management's
intent,
belief,
expectations,
estimates,
and
projections
the
and
its
industry.
These
are
not
guarantees
of
and
involve
risks,
uncertainties,
assumptions,
and
other
factors
that
are
 difficult
to predict
and
beyond
our
control. The
factors that
could
cause actual
results to
differ
from those
in
the
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
Securities and
 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 business
(including disease, pests,
weather conditions, and potential
for product 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
flocks
in
the U.S.
in
February
2022
and
that first
impacted
our
flocks
in December
2023,
(iii)
changes in
the
 demand for
and market
prices of
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
 and risks or
changes that may
cause conditions to
completing a pending
acquisition not to be
met, (vi) risks
relating to changes
 in inflation
and interest
rates, (vii)
our ability
to retain
existing customers,
acquire new
customers and
grow our
product mix,
 (viii) adverse results
in pending litigation matters,
and (ix) global
instability, including as a result
of the war
in Ukraine, the Israel-
 Hamas conflict
and attacks
on shipping
Red Sea.
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 only made 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
to
update
publicly
these
statements,
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
and egg
country,
demonstrating
a "Culture
of
 Sustainability" in everything we do, and
creating value for our shareholders,
customers, team members and communities. We sell
 most of our shell eggs throughout the majority of the U.S.
and aim to maintain efficient, state-of-the-art operations located
close
 to our customers. We
were founded in 1957 by the late Fred R. Adams, Jr.
and are headquartered in Ridgeland, Mississippi.
 The Company has one reportable
operating segment, which is the production,
grading, packaging, marketing and distribution
of
 shell eggs. 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 June 1, 2024
consisted of approximately 39.9 million
layers and 11.8
 million pullets and breeders.
 Many of our customers rely
on us to provide most of
their shell egg needs, including
specialty and conventional eggs.
 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
an important
competitive advantage
for Cal-Maine
Foods 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. While a
small part of our current business,
the free-range and pasture-
 raised eggs we produce and sell continues to grow and represents attractive offerings to a subset of consumers, and therefore our
 customers, and help us continue to serve as the trusted provider of quality food choices.
 Throughout the Company's
history, we have acquired other businesses in
our industry. Since 1989,
we have acquired and
 integrated 24 businesses. Subsequent to the end of our 2024 fiscal year,
we acquired our 25
 th

business when we purchased
 substantially all the assets of ISE America, Inc. and certain of its affiliates, relating
to their commercial shell egg production
 and processing business. For information on our recent acquisitions, refer to
 Part II. Item 7. Management's Discussion and
 Analysis of Financial Condition and Results of Operations - Acquisitions
.
 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
year-end
is
on
the
Saturday
 closest to May 31. Our fiscal
year 2024 ended June 1, 2024,
and the first three fiscal quarters
of fiscal 2024 ended September
2,
 2023,
December 2, 2023,
and March 2, 2024.
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 2023
approximately 70% 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,
11%
sold
to
food-away-from
home
channels such
as restaurants
and
2%
exported.
The
USDA estimated
that
in
2023
 approximately 30% 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
in the U.S.,
see "Competition"
 below.
 Our
industry
has
been
greatly
impacted
by
the
of
pathogenic
avian
influenza
("HPAI")
.
For
 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
the U.S.
increases basically
in line
 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 and
again in late 2023. For fiscal
2024, shell egg household penetration
is approximately 97%. According
USDA's
Economic
Research Service,
estimated annual
per capita
consumption
States between
2019
and
 2023
varied,
ranging
from
to
eggs
which
is
directly
impacted
by
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."
 Prices for Shell Eggs
 Wholesale shell egg sales prices
are a critical component
of revenue for the Company.
We sell the
majority of our conventional
 shell eggs at prices
based on formulas
that take into
account, in varying
ways, independently quoted
regional wholesale market
 prices for shell eggs or formulas
related to our costs of production,
which include the cost of corn
and soybean meal. We
do not
 sell eggs directly to consumers or set the prices at which eggs are sold to consumers.
 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
the U.S.
and outbreaks
of agricultural
diseases such
as HPAI.
We
 believe the majority of
conventional shell eggs sold in
the U.S. in the retail
and foodservice channels are
sold at prices that take
 into
account,
in
varying
ways,
independently
quoted
wholesale
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.
 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 2022 through fiscal 2024 were significantly impacted by HPAI.
 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. We utilize several
different pricing mechanisms;
 however, the majority of our specialty eggs are typically sold at prices
and terms negotiated directly with customers.
As a result,
 specialty egg prices do not fluctuate as much as conventional pricing.
 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 farm production and other costs per
dozen.
 Feed Costs for Shell Egg Production
 Feed is a primary cost component in
the production of shell eggs and
represented 56.0% of our fiscal 2024 farm
production costs.
 We
routinely fill
our 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
of
corn
and
soybean meal,
and
as part
of these
contracts,
we
may
lock-in
the basis
grain
 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 and
other 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
2024 were
 1.9 million tons of
finished feed,
of which we
manufactured 1.8 million tons.
We currently have the
capacity to store
210 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 2020-2024 are shown below
 for corn and soybean meal:
 Shell Egg Production
 Our percentage of dozens produced to sold was 88.8%
of our total shell eggs sold in fiscal 2024.
We supplement
our production
 through purchases of eggs from others
when needed. The quantity of eggs purchased will vary based on many factors
 our own production capabilities and current market conditions. In
fiscal 2024, 91.2% of our production came from company-
 owned facilities, and 8.8% from contract producers. The majority
of our 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
 of
our
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
cost of
eggs produced
from non-in-line
facilities, which
process eggs
 that
have
been
laid
at
another
location
and
transported
facility.
The
in-line
also
produce
a
 percentage of USDA Grade A eggs, which sell at higher prices. Eggs
produced on farms owned by contractors are brought to our

 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 June
1, 2024,
every Company-owned
processing plant
is
 SQF certified. Because shell eggs are perishable, we do not maintain large
egg inventories. Our egg inventory averaged
six days
 of
sales during
2024. We
our constant
focus
on production
efficiencies
and
automation
throughout
our vertical
 integrated operations enable us to be a low-cost supplier in our markets.
 We
are proud
to have
created and
upheld
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,
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
the U.S.
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
promotion
or
 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
have
passed
legislation
or
mandating
minimum
space
or
requirements
for
egg
or
 mandated the sale of
only cage-free eggs and
egg products in
their states, with implementation
of these laws ranging
from January
 2022 to January 2030. These states represent approximately 27% of the U.S. total population according to the 2020 U.S. Census.
 California,
Massachusetts, Colorado, Oregon,
Washington,
and Nevada, which collectively
represent approximately 20% of
the
 total estimated U.S. population have cage-free legislation in effect
currently.
 A significant number of our customers have announced goals to either exclusively
offer cage-free eggs or significantly increase
 the volume of
cage-free egg sales
in the future, subject
in most cases
to availability of supply, affordability and
consumer demand,
 among other contingencies. Our customers typically do not commit to long-term purchases of specific quantities or types of eggs
 with us, and as a result, it
is difficult to accurately predict customer requirements for cage-free eggs. We are focused on adjusting
 our cage-free production capacity with
a goal of meeting the
future needs of our customers
in light of changing
state requirements
 and our customer's goals. As always, we strive to offer a product mix that aligns with current and
anticipated customer purchase
 decisions. We are engaging with our customers to help them meet their announced goals and needs. We have invested significant
 capital in recent years to acquire and construct cage-free facilities, and we expect our focus for future
expansion will continue to
 include cage-free
facilities. Our
volume of
cage-free egg
sales has
continued to
increase and
account for
a larger
share of
our
 product mix. Cage-free egg revenue represented approximately 29.5% of our total net shell egg
sales for fiscal year 2024. At the
 same time, we understand the importance of our continued
ability to provide affordable conventional 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 2023, EB was the third best-selling dairy brand in the U.S. The top two best-selling branded specialty egg SKUs in 2023 were
 EB branded eggs
and seven
out of
10 best-selling SKUs
are EB
branded eggs. In
2023, our
sales (including sales
through affiliates)
 represented approximately 50% of EB branded eggs and 45% 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

 Egg products are shell eggs broken
and sold in liquid, frozen, or
dried form. We
sell liquid and frozen egg products
primarily to
 the institutional, foodservice and food manufacturing sectors in the U.S. Our egg products are primarily sold
through our wholly
 owned subsidiaries
American Egg
Products, LLC
located in
Georgia and
Texas
Egg Products,
LLC located
in Texas.
In fiscal
 2024, egg product sales constituted approximately 3.8% of our revenue.
 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.
We
serve
as the
preferred
supplier
of specialty
and
eggs that
 MeadowCreek
needs
to
manufacture
egg
products.
MeadowCreek's
marketing
plan
is
designed
to
extend
our
reach
in
the
 foodservice and retail marketplace and bring
new opportunities in the restaurant,
institutional and industrial food products arenas.
 Summary of Conventional and Specialty Shell Egg and Egg Product
Sales
 The
following
table
sets
forth
the
contribution
as
a
percentage
of
revenue
and
volumes
of
dozens
sold
of
and
 specialty shell egg and egg product sales for the following fiscal years:
 2024
 2023
 2022
 Volume
 Volume
 Volume
 Conventional Eggs
 Branded
 4.3
 %
 4.9
 %
 6.6
 %
 6.4
 %
 6.5
 %
 7.1
 %
 Private-label
 46.8
 54.4
 52.9
 52.6
 48.3
 54.9
 Other
 4.4
 5.8
 5.7
 6.3
 5.0
 7.0
 Total Conventional
Eggs
 55.5
 %
 65.1
 %
 65.2
 %
 65.3
 %
 59.8
 %
 69.0
 %
 Specialty Eggs
 Branded
 20.3
 %
 17.4
 %
 18.0
 %
 20.4
 %
 24.2
 20.0
 %
 Private-label
 18.5
 16.3
 11.3
 12.9
 11.3
 9.5
 Other
 1.0
 1.2
 1.1
 1.4
 1.0
 1.5
 Total Specialty Eggs
 39.8
 %
 34.9
 %
 30.4
 %
 34.7
 %
 36.5
 %
 31.0
 %
 Egg Products
 3.8
 %
 3.9
 %
 3.4
 %
 Marketing and Distribution
 In fiscal
2024, we
sold our
and egg products
in 39 states
through the
southwestern, southeastern,
mid-western, mid-
 Atlantic and northeastern regions of the 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 in
 the 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,
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.
 In 2022, we
joined as a member
during the formation
of ProEgg, Inc. ("ProEgg"),
a new egg farmer
cooperative in the
western
States.
During
2024,
after
careful
review
and
full
analysis
we
decided
to
withdraw
our
membership
in
ProEgg.
The
 withdrawal from ProEgg did not affect any of our existing customer
relationships.
 Customers
 Our top
three customers
an aggregate of
49.0%, 50.1%
and 45.9%
of net sales
dollars for
fiscal 2024,
2023, and
 2022,
respectively.
Our largest
customer,
Walmart
Inc. (including
Sam's Club),
34.0%, 34.2%
and 29.5%
of net
 sales dollars for fiscal 2024, 2023 and 2022, respectively.
 For shell
egg
sales in
fiscal 2024
,
89% of
our revenue
to sales
to retail
customers
and
11%
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
fragmented.
According
to
 Egg
Industry
Magazine
,
the
ten
largest
producers
owned
 approximately 54% and 53% of industry table egg layer hens at calendar
year-end 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
strategy
is
centered
on
strategic
acquisitions,
organic
growth,
and
expansion
of
our
value-added
business.
We
that
we
can
to
expand
our
reach
strategic
acquisitions
and
achieve
 favorable
returns
our
proven
operating
model
emphasizing
synergies
and
efficient
operations.
Organic
is
 grounded in
our culture of
operational excellence
to optimize everything
we can control.
We
are committed
to investing in
our
 existing operations
to increase sales,
profitability and
customer service.
We
have continued to
increase our production
of cage-
 free shell eggs and
other higher value specialty
eggs such as pasture-raised,
free-range and organic
shell eggs. We
believe there
 is long-term
growth potential
in value-added
products such
as hard-cooked
eggs, which
will enable
us to
leverage our
existing
 distribution
channels,
expand
our
reach
in
foodservice
and
retail
marketplaces
and
bring
new
opportunities
in
the
restaurant,
 institutional and industrial food products arenas.
 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
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 to
the 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
and
permits.
We
are not
currently
aware
of any
 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 June 1, 2024, we had 3,067 employees, of whom 2,370 worked in egg production, processing,
and marketing, 204 worked
 in
feed
mill operations
and 493, including
our
executive officers,
were
administrative
employees. Approximately
4.5% of
our
 personnel
are
part-time, and we
utilize
temporary
employment
agencies
and
independent
contractors
to
augment
our
 staffing needs when necessary.
For fiscal 2024, we
had 1,962 average monthly
contingent workers. As of June
1, 2024, none of
 our 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
to
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 of our
employees, who continue to produce
high-quality,
affordable egg choices for
our
 customers and contribute to a
stable food supply. Our enterprise safety committee is
comprised
of two corporate safety managers,
 nine area compliance managers (three
specifically for worker health and
safety), and 55 local
site compliance managers, feed mill
 managers
and
managers.
The
committee
that
oversees health
and
safety regularly
reviews
our
written policies
and
 changes to OSHA regulation standards and shares information as it relates to outcomes from incidents in order to improve future
 performance and
our health
and safety
practices.
The committee's
goals include
working to
help ensure
that our
engagements
 with our consumers, 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
in our
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
to
help
protect
our
colleagues'
 respiratory health. To help drive
our focus on
colleague safety, we developed safety
committees at each
of our sites
with employee
 representation from each department.
 We
review
the success
safety programs
on a
monthly basis
to monitor
their effectiveness
and
the development
of any
 trends that need to
be addressed. During fiscal
year 2024
our recordable incident rates
decreased by 20% compared to
fiscal 2023.
 People
 Our
strength
as
a
company
comes
from
our
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
and
executive
 management team. Our
board is comprised
of seven members, four
of whom are independent,
two of whom
are women, one of
 whom is of
a racial
or ethnic minority. As of
2024, our
total workforce was comprised
of 31% women and
56% individuals
 who identify as
racial or ethnic
minorities. 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
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
in compensating
our
colleagues
with
fair
and competitive wages, in
addition
to offering
 competitive benefits. Approximately 76% 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
a
range
of
benefits,
company-paid
life
 insurance. The Company provides a comprehensive self-insured health plan and pays approximately 82% of the costs of the plan
 for
participating
and
their
families
as
of
December
31,
2023. 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
 one
year
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
Company contributes shares
of Company
stock or
cash
equivalent
to 3%
 of participants' eligible compensation for each pay period that hours
are worked.
 We
 provide
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 to
the production of
high-quality eggs and
egg products
 and to the success of our
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 2023 in July
2024, 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
about
our
and
corporate
governance
 matters is
available. The
information contained
in our
website is
not a
part of
this report.
Our Annual
Reports on
Form 10-K,
 Quarterly Reports on
Form 10-Q, Current Reports
on Form 8-K, proxy
statements, and all amendments
to those reports filed
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
practicable
after
we
file
them
with,
or
furnish
them
to,
the
SEC.
In
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
subject
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 results
 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
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
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
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
the
latest
pathogenic
avian
influenza
("HPAI")
 outbreak
that was
first detected
in domestic
commercial flocks
in February
2022. During
times when
prices 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 shell
egg prices. Therefore,
comparisons
 of
our
sales
and
operating
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 55%
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
speculators,
and
agricultural,
energy
and
trade
policies
in
the
U.S.
and
internationally.
For
 example, while feed
costs declined during fiscal
2024, we saw higher
prices for corn and soybean
meal in fiscal 2022
and 2023
 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. Since the
HPAI
outbreaks in
 2015, there were no reported
significant outbreaks of HPAI in the commercial table egg
layer flocks in the
U.S. until the February
 – December
2022 time
period and
then again
beginning in
November 2023.
During the
third and
fourth quarters
 2024, we
experienced HPAI
outbreaks within
our facilities
located in
Kansas and
Texas,
resulting in
total depopulation
of 3.1
 million laying hens
and 577,000 pullets.
Both locations have
been cleared by
the USDA to resume
operations and repopulation
 is expected to
be completed
before calendar
year end. As
of July 5,
2024, the
U.S. Centers for
Disease Control
and Prevention
 ("CDC") reported
outbreaks in 138
dairy herds in
12 states and
five cases in
the U.S. in
persons who were
exposed to infected
 cows or poultry.
The CDC has not
reported any case of
human-to-human transmission. The
CDC considers that the
overall risk
 to the general U.S. public
posed by the virus remains
low; however,
as a precautionary measure,
the U.S. Department of
Health
 and
Human
Services
has
awarded
funding
to
Moderna
to
develop
a
human
vaccine
against
avian
influenza.
For
 information, refer to
 Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations –
 HPAI
.
 We
maintain
and
designed
to reduce
the risk
of
exposing
our
flocks and
to harmful
diseases;
 however,
despite these
efforts, outbreaks
of avian
diseases can
and do
still occur
and have
adversely impacted,
and may
 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 facilities
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
egg products
are vulnerable
to contamination
by pathogens
Salmonella. 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
product
has
been
shipped
or
 delivered. In
purchased
from
other
producers
could
contain
contaminants
that
might
be
inadvertently
 redistributed by us. 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 in
our 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,
interruption
insurance,
product
recall
insurance
and
insurance,
but
in
many
cases
such
insurance
is
 expensive, difficult
to obtain
and no
assurance can
be given
that such
insurance can
be maintained
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 adversely
impacted by
increases in other
input costs such
as packaging materials
and delivery
 expenses, including as a result of inflation.
 In addition to feed ingredient costs, other significant input costs include costs of packaging materials and delivery expenses. Our
 costs of
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.
Increases in
these costs
are largely
outside of
our control
and
 have an 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
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 future
 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
companies
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
 purchase
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
at the
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
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 required
 to
use
a
of
our
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
needed for
an acquisition
adversely impacted
by higher
interest rates
and economic
 uncertainty.
 Global
or
regional
health
crises including
pandemics
or
epidemics
could
have
an
adverse impact
on
our
business and
 operations.
 The
effects
of
global
or
regional
pandemics
or
epidemics
can
significantly
our
operations.
Although
demand
for
our
 products could
increase as
a result
of restrictions
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
We
experienced these impacts
as a result of
the COVID-19
 pandemic,
our
years
2020
and
2021.
The
pandemic
recovery
also
contributed
to
inflation
and
rates,
which
persist
and
may
to
persist.
The
impacts
of
health
crises
are
difficult
to
predict
and
depend
on
 numerous factors
including the
severity,
length and
geographic scope
outbreak, resurgences
disease and
variants,
 availability
and
acceptance
of vaccines,
and governmental,
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, or reduced purchases by,
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,
 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
an aggregate of
49.0%, 50.1%
and 45.9%
of net sales
dollars for
fiscal 2024,
2023, and
 2022, respectively.
Our largest
customer,
Walmart
Inc. (including
Sam's Club),
33.8%, 34.2%
and 29.5%
of net
 sales dollars for fiscal 2024, 2023 and
2022, 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
large customers
were to
purchase significantly
less of
our shell
 eggs in the
future or terminate their
purchases from us, 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.
 Our business is highly competitive.
 The production and sale of fresh shell eggs, which accounted for 96.1% to 96.6% of our net sales in our
last three fiscal years, is
 intensely
competitive.
We
compete
with
a large
number
of 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.
 We
are
dependent
on
our
team,
and
the
loss
of
any
key
member
of
this
team
may
adversely
affect
the
 implementation of our business plan in a timely manner.
 Our success
depends largely
upon the
continued service
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
of our operations
to provide a
high level of
service to our
customers.
 We have
implemented certain practices and policies
to minimize the potential risks associated with
the exchange of information
 with contracted
vendors. Despite
these practices
and policies,
we cannot
guarantee that
information technology
systems of
our
 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 financial
 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
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
business and
regulatory
requirements
to change
rapidly.
Failure to
update
or replace
legacy
to
address
these
changes
could
result
in
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
76%
of
our
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, 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
due
to
the
pandemic
and
its
effects,
which
caused
us
to
increase
wages
in
response
to
labor
 shortages.
In
2023
and
2024,
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 operations.
 We are controlled by the family of our late founder, Fred
R. Adams, Jr., and Adolphus B. Baker,
Chairman of our Board
 of Directors,
controls the vote of 100% of our outstanding Class A Common Stock.
 Fred R. Adams, Jr.,
our Founder and Chairman Emeritus
died on March 29, 2020. A
limited liability company (the
"Daughters'
 LLC"), owned by
Mr. Adams'
son-in-law,
Adolphus B. Baker,
Chairman of our board
of directors, Mr.
Baker's spouse and
her
 three sisters
(Mr.
Adams' four
daughters) (collectively,
the "Family"),
owns 100%
outstanding Class
A Common
Stock
 (which has
10 votes
per share),
controlling approximately
52.0% of
our total
voting power.
As sole
managing member
 Daughters'
LLC,
Mr.
Baker
the
vote
of
100%
of
our
Class
A
Stock,
except
that
 extraordinary matters requiring the
vote of the
Company's stockholders such as a
merger or amendment of
the Company's Second
 Amended
and Restated
Certificate of
Incorporation
require joint
approval
of Mr.
Baker and
members of
the Daughters'
LLC
 holding a majority of its voting
interests. Family members also have
additional voting power due to beneficial
ownership of our
 Common Stock (which has one vote per share), directly or indirectly
through the Daughter's LLC and other entities, resulting in
 family voting control of approximately 53.8% of our total voting power.
 We understand that the Family
intends
to retain ownership
of a
sufficient amount of our
Common Stock and
our Class A
 Stock to assure continued ownership of more than 50% of the voting power of
our outstanding shares of capital stock. As a result
 of
this ownership,
the
Family has
the
ability
to exert
substantial
influence
over
matters requiring
action
by our
stockholders,
amendments
to our
certificate
of incorporation
and by-laws,
the election
and removal
of directors,
and any
merger,
 consolidation,
or
sale of
all or
substantially
all of
our
assets,
or
other
corporate
transactions.
Delaware
law
provides
that
the
 holders of a majority of the voting power of shares entitled to vote must approve certain fundamental corporate transactions such
 as a merger,
consolidation and sale of
all or substantially all
of a corporation's
assets; accordingly,
such a transaction involving
 us
and
requiring
stockholder
approval
cannot
be
effected
without
the
approval
of
the
Family.
Such
ownership
will
make
an
 unsolicited acquisition of our Company more difficult and discourage
certain types of transactions involving a change of control
 of our Company, including
transactions in which the holders of our Common Stock might otherwise receive a premium for their
 shares over then current market prices.
The Family's controlling
ownership of our capital stock may adversely
affect the market
 price of our Common Stock.
 For
information,
refer
to
Exhibit
4.1
to
this
Annual
Report
on
Form
10-K,
"Description
of
Registrant's
Securities
 Registered Under Section 12 of the Exchange Act."
 The
price
of
our
Stock
may
be
affected
by
the
availability
of
for
sale
in
the
market,
and
you
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 its price.
The Daughters'
 LLC holds approximately 1.1
million shares of
Common Stock (the "Subject
Shares") that are
subject to an
Agreement Regarding
 Common Stock (the "Agreement") filed as an exhibit to this report. The Subject Shares remain subject to potential sale
 Agreement. The Agreement
generally provides that
if a holder of
Subject Shares intends
to sell any of
the Subject Shares,
such
 party must give the
Company a right of first
refusal to purchase all or
any of such shares.
The price payable by
the Company to
 purchase shares
pursuant to
the exercise
right of
first refusal
will reflect
a 6%
discount to
the then-current
market price
 based
on
the
business-day
volume-weighted
average
price.
If
the
does
not exercise
its right
of
first
refusal
and
 purchase the shares offered, such party will, subject to the approval of a special committee of independent directors of the
Board

 of Directors, be
permitted to sell
the shares not
purchased by the
Company pursuant to
a Company registration
statement, Rule
 144 under the Securities Act of 1933, or another manner of sale agreed to by the Company. Although pursuant
to the Agreement
will have a
right of first
refusal to purchase
all or any
of those shares,
may elect not
to exercise its
of
first
refusal,
and
if so
such
would
be
eligible for
sale pursuant
to
the registration
in
the
or
 pursuant
to
Rule
under
the Securities
Act
of
1933.
Sales, or
the
availability
for
sale, of
a
large
number
of
shares of
our
 Common Stock could result in a decline in the market price of our Common
Stock.
 In addition,
our articles
of incorporation
authorize us
to issue
120,000,000 shares
Common Stock.
As of
2024,
 there were
44,238,766 shares
outstanding. Accordingly,
a substantial
number of
shares of
our Common
 Stock
are
and
are,
or
could
become,
for
sale
in
the
market.
In
we
may
be
obligated
to
issue
shares of our Common Stock in connection with employee benefit plans (including
equity incentive plans).
 In the
future, we
may decide
to raise
capital through
offerings of
our Common
Stock, additional
securities convertible
into or
 exchangeable for Common
Stock, or rights to acquire
these securities or our Common
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 the perception that
such issuances could occur,
may adversely
 affect prevailing market prices for our Common Stock, and we
cannot predict the effect this dilution may have on
the price of our
 Common Stock.
 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
or
subject
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
 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 business in
a manner
 that
treats
animals
in
conformity
with
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,
states are
considering such
requirements. In
addition, a
number of
our customers
 have announced goals to either exclusively offer cage-free eggs or significantly increase the volume of cage-free
egg sales in the
 future, subject in most cases to availability of supply, affordability and
consumer demand, among other contingencies. 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.
 Changing our
infrastructure and
operating procedures
to conform
to consumer
preferences, customer
demands and
recent 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 122.0 million hens
as of
May 31,
2024, which
is approximately
39.9% of
the total
 U.S. table
egg
layer hen
population.
According
USDA Agricultural
Marketing
Service, as
of May
2024 approximately
 220.1 million hens, or about
72% of the U.S.
non-organic laying flock would have to be
in cage-free production to meet
 cage-free commitments
from the
retailers, foodservice
providers and
food manufacturers
that have
stated goals
to transition
to
 cage-free eggs.

 In response
to our
customers' announced
goals and
increased legal
requirements for
cage-free eggs,
we have
increased capital
 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
 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 may in turn influence

 our customers' future needs for
cage-free and conventional 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 cage-free eggs due
to these lost potential sales.
 If we and our
competitors increase cage-free 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
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
adversely
affected.
In
because
these
laws and
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
 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
adversely
poultry
and
our
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
pricing may
to drive
the costs
of fossil
-based
fuels higher,
which
could negatively
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
 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
in line
with future
market and
regulatory expectations
and our
access to
to
 support our business may also be adversely impacted.
 Current and future litigation could expose us to significant
liabilities and adversely affect our business reputation.
 We and certain of our subsidiaries are involved in various legal proceedings.
Litigation is inherently unpredictable, and although
 we
we
have
meaningful
defenses
in
these
matters,
we
may
incur
due
to
adverse
judgments
or
enter
into
 settlements of claims that
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 are
expensive to
defend, divert
 management's
attention, and
may
result in
adverse judgments
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% and
3.3% from May
2022 to May
2023 and May
2023 to May
2024, respectively. Inflationary costs have
 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
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
companies
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
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
amount. As of
2024, we
had $45.8 million
of goodwill. While
we believe
the current
 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.
 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 have considered and assessed
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
or
known
cybersecurity
risks.
We
also
require
our
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 breach of cybersecurity 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
23, 2024, we
are not aware
of any risks
from cybersecurity threats, including
as a
result of prior
cybersecurity incidents,
 that have
materially affected
or that
we believe
are reasonably
likely to
materially affect
the Company,
including our
 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
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
 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 June
1, 2024.
 Type
 Quantity

(a)
 Owned
 Leased
 Production Capacity
 Location
 Breeding Facilities
 —
 House up to 255,000 hens
 GA, MS
 Distribution Centers
 —
 NA
 FL, GA, NC, TX
 Feed Mills
 Production capacity of 949 tons
 of feed per hour
 AL, AR, FL, GA, KS, KY,
MO,
 MS, OH, OK, SC, TN, TX, UT
 Hatcheries
 Hatch up to 780,848 chicks per
 week
 FL, MO, MS
 Processing and
 Packaging
 —
 Approximately 605,700 dozen
 shell eggs per hour
 AL, AR, FL, GA, KS, KY,
LA,
 MS, OH, OK, SC, TX, UT
 Pullet Facilities
 —
 House up to 12.7 million pullets
 AR, FL, GA, KS, KY,
MS, SC,
 TX, UT
 Shell Egg Production
 —
 House up to 48.0 million layers
 AL, AR, FL, GA, KS, KY,
LA,
 MS, OH, OK, SC, TX, UT
 Egg Products Processing
 Facilities
 —
 Production capacity of 59,000
 lbs. per hour
 GA, MO, TX
 (a)
 Does not include idled facilities or contract production and growers.
 We
also
have
ongoing
construction
projects
to
further
expand
the
egg
capabilities.
These
 projects
expanding
our cage-free
egg production
at existing
farms or
converting
housing
with cage-free
 production.
These
projects
will
phase
into
2026.
For
information,
see
 Part II. Item 7.
 Management's Discussion and Analysis – Results of Operations – Liquidity and Capital Resources
.
 As
of
June
1,
2024,
we
owned
29.0 thousand
acres
of
land.
There
are
no
mortgages
or
liens
on
our
 properties.
 ITEM 3.
LEGAL PROCEEDINGS

 Refer to the description of certain legal proceedings pending against us 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
have two
classes of
capital stock,
and Class
A Common
Stock. Our
trades on
the Nasdaq
 Global Select Market under the symbol "CALM". There is no public
trading market for the Class A Common Stock.
 All
of
Class
A
Stock
are
owned
by
a
limited
company
of
which
Adolphus
Baker,
our
 Chairman, is the sole managing member. For additional information, see
 Part I. Item 1A. Risk Factors
, "We are controlled by the
 family of our late founder, Fred R. Adams, Jr.,
and Adolphus B. Baker, Chairman of our Board of Directors, controls the vote
of
 100%
of
our
Class
A
Stock."
At
July 19,
2024,
there
were
record
holders
of
our
Stock
and
69,898
beneficial
owners
whose
were
held
by
nominees
or
broker
dealers.
For
 additional information
about our
capital structure,
see
 Note 11 - Equity

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

 Dividends
 Cal-Maine has a
variable dividend policy
adopted by its
Board of Directors.
Pursuant to the
policy,
Cal-Maine pays
a dividend
 to shareholders of
its Common Stock and
Class A Common Stock
on a quarterly basis
for each quarter
for which the Company
 reports net
income attributable
to Cal-Maine
Foods, Inc.
computed in
accordance with
GAAP in
an amount
equal to
one-third
 (1/3) of
such quarterly
income. Dividends
are paid
to shareholders
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 will pay dividends
to shareholders 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
does
not
report
net
attributable
to
Inc.,
the
will
not
pay
a
dividend
for
a
 subsequent profitable quarter until the Company is profitable on a
cumulative basis computed from the date of the
last quarter for
 which
a
dividend
was
paid. Under
the
Facility,
dividends
are
restricted
to
the
permitted
under
the
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
total shareholder
return. The
Company is a
member of
each of these
indexes and
believes the other
 companies
in
these
indexes
provide
and
services
similar
to
Foods.
The
graph
presents
total
 shareholder return and assumes $100 was invested on May 31, 2019
in the stock or index and dividends were reinvested.
 May 31, 2019
 May 29, 2020
 May 28, 2021
 May 27, 2022
 June 2, 2023
 May 31, 2024
 $
 100.00
 $
 120.37
 $
 94.39
 $
 130.51
 $
 141.75
 $
 190.54
 Russell 2000 Total Return
 100.00
 96.56
 158.91
 133.69
 131.71
 151.16
 S&P Composite 1500 Food
 Products Industry Index
 100.00
 110.09
 136.95
 146.73
 154.96
 141.10

 Issuer Purchases of Equity Securities
 There were
no purchases
made by
or on
behalf of
our Company
or any
affiliated purchaser
during our
 fiscal 2024 fourth quarter.
 Recent Sales of Unregistered Securities
 No sales of securities without registration under the Securities Act of 1933
occurred during our fiscal year ended June 1, 2024.
 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
 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 shareholders
 —
 $
 —
 277,954
 Equity compensation plans not
 approved by shareholders
 —
 —
 —
 Total
 —
 $
 —
 277,954
 (a)
There were
no outstanding options,
warrants or
rights as of
June 1, 2024.
There were 856,119
shares of restricted
 stock outstanding under our Amended and Restated 2012 Omnibus Long-Term
Incentive Plan as of June 1, 2024.
 (b)
There were no outstanding options, warrants or rights as of June 1, 202
4.
 (c)
Reflects shares
available for
future issuance
as of
2024 under
our Amended
and Restated
2012 Omnibus
 Long-Term Incentive
Plan.
 For
information,
see
 Note 14 – Stock Compensation Plans

in
Part
II.
Item
8.
Notes
to
the
Consolidated
 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
adversely
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 to
our 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.
 Our fiscal
year end
is the
Saturday closest
to May 31.
The fiscal
years 2024
and 2022
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 fiscal
2024,
we
sold
1.15 billion
dozen
shell
eggs,
which
we
 believe represented approximately 21%
of domestic shell egg
consumption. Our total flock as
of June 1, 2024 of
 39.9 million
layers and
11.8 million
pullets and
breeders is
the largest
U.S. We
sell most
to a
diverse
 group
of
customers,
national
and
regional
grocery
store
chains,
club
stores,
companies
servicing
independent
 supermarkets in the U.S., food service distributors, and egg product
consumers throughout the majority of the U.S.
 The Company has one reportable
operating segment, which is the production,
grading, packaging, marketing and distribution
of
 shell eggs. Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs.
 For further description of our business, refer to
 Part I. Item I. Business
.
 ACQUISITIONS
 On September 30,
2023, we completed
our 24th acquisition
since 1989,
when 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
and
with
a
capacity
at
the
time
of
acquisition
of
1.2
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. For
a further
description of
this transaction,
refer to
Part II.
Item 8.
Notes to
the Consolidated
 Financial Statements,
 Note 2 – Acquisition
. In
March 2024,
we acquired
a broiler
processing plant,
hatchery and
feed mill
in
 Dexter, Missouri that were closed by
Tyson Foods, Inc.
in 2023 and that we are remodeling and repurposing for use in shell egg
 and egg products production to enhance our supply and
distribution capabilities for customers in Missouri and surrounding areas.
 In addition, subsequent to our fiscal
2024, we acquired substantially all the egg
production and processing assets of ISE America,
 Inc.
and certain
of its
affiliates.
The acquired
assets include
shell egg
production and
processing facilities
with
a
 capacity
at
the
time
of acquisition
of
4.7
laying
hens,
1.0
cage-free,
and 1.2
 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
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. For further
description of
this transaction,
refer to
Part II. Item
8. Notes to
the Consolidated
 Statements,
 Note 17 – Subsequent Events
.
 During fiscal 2022, we acquired the remaining 50% membership interest in
Red River Valley
Egg Farm, LLC ("Red River"),
 which owns and operates a specialty shell egg production complex that includes
1.7 million cage-free hens.
 HPAI
 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.
During this
time, approximately
44.3 million
layers and
pullets
 were depopulated resulting in significant
pressure on the overall supply
of eggs. Thereafter, there
were no HPAI
cases affecting
layers
until
November
2023.
From
November
2023
the
end
of
May
2024,
32.8
 commercial laying hens and pullets were depopulated.

 During the
third and
fourth quarters
of fiscal
2024, we
experienced HPAI
outbreaks within
our facilities
in Kansas
and Texas,
 resulting
in
the
depopulation
of
3.1
laying
hens
and
577,000
pullets
and
the
temporary
cessation
of
 operations at the facilities. Both locations have been cleared by
the USDA to resume operations and we have begun to
repopulate
 the flock. We
have continued efforts to minimize disruption to our customers.
 We remain dedicated
to robust biosecurity programs across our locations; however,
no farm is immune from HPAI.
HPAI is
 currently widespread in the wild bird population worldwide. The extent
of possible future outbreaks, with heightened risk
 during the migration seasons, and more recent HPAI
events, which have been directly linked to dairy cattle operations, cannot
 be predicted. According to the U.S. Centers for Disease Control and Prevention, the
human health risk to the U.S. public from
 the HPAI
virus is considered to be low.
Also, 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
.

 Executive Overview of Results – Fiscal Years
Ended June 1, 2024, June 3, 2023 and May 28, 2022
 Fiscal Years
Ended
 Net sales (in thousands)
 $
 2,326,443
 $
 3,146,217
 $
 1,777,159
 Gross profit (in thousands)
 $
 541,571
 $
 1,196,457
 $
 337,059
 Net income attributable to Cal-Maine Foods, Inc.
 $
 277,888
 $
 758,024
 $
 132,650
 Net income per share attributable to Cal-Maine Foods, Inc.
 Basic
 $
 5.70
 $
 15.58
 $
 2.73
 Diluted
 $
 5.69
 $
 15.52
 $
 2.72
 Net average shell egg price
 (a)
 $
 1.932
 $
 2.622
 $
 1.579
 Average UB Southeast
Region - Shell Eggs - White Large
 $
 2.049
 $
 3.115
 $
 1.712
 Feed costs per dozen produced
 $
 0.550
 $
 0.676
 $
 0.571
 (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
2023, net
sales increased
to $3.1
billion, gross
profit to
$1.2 billion
and net
income to
$758.0 million.
The increases
 primarily resulted
from significantly
higher average
egg selling
prices, primarily
due to
the reduction
in egg
supply caused
by
 HPAI
and
grain
and
other
input
as
some
of
our
egg
sales
are
based
on
formulas
to
our
costs
of
 production. Gross
profit and
net income
increases were
partially offset
by the
increased cost
of feed
ingredients and
 processing, packaging
and warehouse costs.
The impact of
HPAI
continued throughout
the first three
quarters of fiscal
2023 as
 prices continued to increase. For the
first three quarters of fiscal
2023, the average UB southeastern large index
price was 138.8%
than
the
average
price
of
the
first
three
quarters
in
2022.
For
the
fourth
quarter
of
2023
the
average
UB
 southeastern large index price decreased 13.8% to $2.163
from the same period in the
prior year as the egg supply
improved from
 the effects
of HPAI.
Conventional egg
selling prices
declined significantly
during the
latter part
fourth quarter
of fiscal
 2023.
 Our dozens sold
increased by 5.9%
for fiscal 2023
compared to fiscal
2022, primarily due
to an increase
in specialty egg
sales,
 with most
increase due
to an
increase in
cage-free eggs
sold. Our
feed costs
per dozen
produced increased
to $0.676
in
 fiscal 2023, compared to $0.571 in
fiscal 2022. For fiscal year 2023,
the average Chicago Board of Trade ("CBOT") daily
 price was $6.57 per bushel for corn
and $450 per ton for soybean meal,
representing increases of 4.1% and 14.7%,
respectively,
 compared to the daily average CBOT
prices for fiscal 2022. Supplies of
corn and soybean meal remained tight
relative to demand
 throughout fiscal
2023, as evidenced
by a low
stock-to-use ratio for
corn, 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. Basis levels
for
 corn and soybean
meal, which impact
our costs for these
feed ingredients, ran
significantly higher in fiscal
2023 in our areas
of
 operation compared to our prior year fiscal year as a result of higher transportation
and storage costs, adding to our expense.
 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
are 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
following
the
HPAI
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
at our facilities.
 Our feed costs
per dozen produced
decreased to $0.550
in fiscal 2024, compared
to $0.676 in fiscal
2023. For fiscal
year 2024,
 the average CBOT
daily market price
was $4.76 per bushel
for corn and
$390 per ton for
soybean meal, representing
decreases
 of
27.5%
and
13.4%,
respectively,
compared
to
the
daily
average
CBOT
for
2023.
Current
indications
for
corn
 project an overall better stocks-to-use ratio implying potentially lower prices
in the near term; however, as long as outside
factors
 remain uncertain (including weather patterns and global supply chain disruptions),
volatility could remain.

 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.
Ended
 Net sales
 100.0
 %
 100.0
 %
 Cost of sales
 76.7
 %
 62.0
 %
 Gross profit
 23.3
 %
 38.0
 %
 Selling, general and administrative
 10.9
 %
 7.4
 %
 Gain on involuntary conversions
 (1.0)
 %
 (0.1)
 %
 (Gain) loss on disposal of fixed assets
 —
 %
 —
 %
 Operating income
 13.4
 %
 30.7
 %
 Total other income
 2.0
 %
 1.0
 %
 Income before income taxes
 15.4
 %
 31.7
 %
 Income tax expense
 3.6
 %
 7.7
 %
 11.8
 %
 24.0
 %
 Less:
Net loss attributable to noncontrolling interest
 (0.1)
 %
 —
 %
 Net income attributable to Cal-Maine Foods, Inc.
 11.9
 %
 24.0
 %

Ended June 1, 2024 Compared to Fiscal Year
Ended June 3, 2023
 NET SALES
 Net revenue is primarily generated
through sales of shell
eggs and egg products. Net
shell egg sales represented 96.2%
and 96.1%
 of total
net sales
in fiscal
2024 and
2023, respectively.
The Company's
shell egg
offerings include
specialty and
 shell
eggs.
shell
eggs
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally
enhanced.
 Conventional
shell
eggs sales
represent
all other
shell
egg sales
not
sold
as specialty
shell
eggs.
Shell
egg
sales classified
as
 "Other" represent sales of miscellaneous byproducts and resale products included
with our shell egg operations.
 The Company's egg products
offering include liquid and frozen egg products and hard
-cooked eggs.
 The table below presents an analysis of our conventional and specialty shell egg
sales (in thousands, except percentage data):
 Total net sales
 $
 2,326,443
 $
 3,146,217
 Conventional
 $
 1,291,743
 57.7
 %
 $
 2,051,961
 67.9
 %
 925,665
 41.4
 %
 956,993
 31.6
 %
 Egg sales, net
 2,217,408
 99.1
 %
 3,008,954
 99.5
 %
 Other
 20,026
 0.9
 %
 14,993
 0.5
 %
 Net shell egg sales
 $
 2,237,434
 100.0
 %
 $
 3,023,947
 100.0
 %
 Dozens sold:
 Conventional
 746,687
 65.1
 %
 749,076
 65.3
 %
 400,946
 34.9
 %
 398,297
 34.7
 %
 Total dozens sold
 1,147,633
 100.0
 %
 1,147,373
 100.0
 %
 Net average selling price per dozen:
 Conventional
 $
 1.730
 $
 2.739
 $
 2.309
 $
 2.403
 All shell eggs
 $
 1.932
 $
 2.622
 Egg products sales:
 Egg products net sales
 $
 89,009
 $
 122,270
 Pounds sold
 74,849
 70,035
 Net average selling price per pound
 $
 1.189
 $
 1.746
 Shell egg net sales
 -
 For fiscal 2024,
shell egg net
sales decreased $786.5
million compared to
fiscal 2023,
primarily due to
the decrease in
 net average selling prices
for conventional eggs, and
to a lesser extent the decrease
in the net average
selling prices for
 specialty eggs.
 -
 For fiscal 2024,
conventional egg sales
decreased $760.2 million,
or 37.0%, compared
to fiscal 2023,
primarily due to
 the decrease in conventional egg prices. Changes in price resulted in a $753.4 million
decrease in net sales and changes
 in volume resulted in a $6.5 million decrease in net sales.
 -
 Conventional egg
prices reached
record highs
in fiscal
2023 due
to HPAI
outbreaks experienced
throughout calendar
 year 2022 as
well seasonal demand during
the winter holidays.
Prices were lower
in the first
half of fiscal
2024 compared
same period of
fiscal 2023
as the
U.S. egg supply
started to
recover from
outbreaks of
HPAI.
There has
been a
 resurgence of
HPAI
starting in November
2023, and continuing
through the remainder
of fiscal 2024, which
 prices due to supply constraints. However, prices
in fiscal 2024 remained lower on average than fiscal 2023.
 -
 Specialty egg sales
decreased $31.3 million,
or 3.3%, for fiscal
2024
compared to fiscal 2023,
primarily due to
a 3.9%
 decrease in specialty
egg prices partially
offset by
a 0.7% increase
in the volume
of specialty dozens
sold. Changes in
 price resulted
in a $37.7
million decrease in
net sales and
changes in volume
resulted in a
$6.4 million
increase in net
 sales.

 -
 Our
dozens
sold for
2024 remained
relatively
flat
compared
to fiscal
2023.
We
had
an
increase
in production
 capacity with the acquisition of the 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.

 Egg products net sales
 -
 Egg products net sales decreased
$33.3 million, or 27.2%, primarily
due to a 31.9% selling price
decrease compared to
 fiscal 2023, which had a $41.7 million negative impact on net sales.
 -
 Our egg products net average selling price decreased in fiscal 2024, compared to fiscal 2023 as the supply of shell
eggs
 used to produce egg products increased.
 COST OF SALES
 Cost of
sales consists
of
costs directly
to producing,
and
packing
shell eggs,
of
shell
eggs from
 outside sources,
processing and
packing of
liquid and
frozen 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):
Ended
 % Change
 Cost of Sales:
 Farm production
 $
 987,861
 $
 1,118,741
 (11.7)
 %
 Processing, packaging, and warehouse
 335,949
 342,836
 (2.0)
 Egg purchases and other (including change in inventory)
 380,200
 379,777
 0.1
 Total shell eggs
 1,704,010
 1,841,354
 (7.5)
 Egg products
 80,862
 108,406
 (25.4)
 Total
 $
 1,784,872
 $
 1,949,760
 (8.5)
 %
 Farm production costs (per dozen produced)
 Feed
 $
 0.550
 $
 0.676
 (18.6)
 %
 Other
 $
 0.433
 $
 0.396
 9.3
 %
 Total
 $
 0.983
 $
 1.072
 (8.3)
 %
 Outside egg purchases (average cost per dozen)
 $
 2.16
 $
 3.02
 (28.5)
 %
 Dozens produced
 1,018,835
 1,058,540
 (3.8)
 %
 Percent produced to sold
 88.8%
 92.3%
 (3.8)
 %
 Farm Production
 -
 Feed costs
per dozen
produced decreased
18.6% in
fiscal 2024
compared to
fiscal 2023,
due to
lower feed
 ingredient prices.
Basis levels
for corn
and soybean
meal were
lower in
our areas
of operation
compared to
our prior
 fiscal year.
 -
 For fiscal 2024, the average daily CBOT market price was $4.76 per bushel for corn and $390 per ton of soybean meal,
 representing decreases of 27.6% and
13.4%, respectively, as compared to the average
daily CBOT prices for
fiscal 2023.
 -
 Other farm production costs increased
due to higher flock amortization
and increased
facility costs. Flock amortization
 increased primarily due
to the increased
capitalized value of
our flocks. This
is primarily due
to the higher
feeds costs
 in earlier periods incurred during the growing phase of the flocks.

 -
 Facility
costs
due
to
contract
labor
in
response
to
labor
shortages
as
well
as
 depreciation expense primarily due to the completion of several large
construction projects during fiscal 2024.
 Current
indications
for
corn
project
an
overall
better
stocks-to-use
ratio
implying
potentially
lower
in
the
near
term;
 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 decreased
primarily due
to a
3.5% reduction
volume of
processed
 dozens,
partially offset by higher processing costs.
 Egg purchases and other (including change in inventory)
 -
 Costs in this category remained relatively flat as the average cost per dozen of outside
egg purchases decreased 28.5%
 compared to fiscal 2023, offset by an increase of 29.2% in dozens purchased
due to the loss of production primarily
 caused by HPAI
at our facilities.
 GROSS PROFIT
 Gross profit, as
a percentage of
net sales, was
23.3%
for fiscal 2024,
compared to 38.0%
for fiscal 2023.
The decrease resulted
 primarily from lower selling prices for conventional eggs,
partially offset by the lower feed ingredients prices.
 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.
to support
the EB
brand, brokerage
and commission
fees, and
other general
marketing
expenses such
as
 payroll
for
our
in-house
sales
team.
Other
and
administrative
corporate
payroll
and
other
corporate
overhead
The
following
table
presents
an
analysis
of
our
SGA
(in
 thousands):
Ended
 $ Change
 % Change
 Delivery expense
 $
 72,742
 $
 77,548
 $
 (4,806)
 (6.2)
 %
 Marketing expense
 52,285
 57,198
 (4,913)
 (8.6)
 %
 Litigation loss contingency accrual
 19,648
 -
 19,648

N.M.
 %
 Other general and administrative expenses
 107,950
 97,461
 10,489
 10.8
 %
 Total
 $
 252,625
 $
 232,207
 $
 20,418
 8.8
 %
 N.M. - Not Meaningful
 Delivery expense
 -
 The decreased delivery expense is primarily due to a decrease in contract
trucking expense and fuel costs.
 Marketing expense
 -
 The decrease in marketing expense is primarily due to a decrease in franchise
fees.
 Litigation loss contingency accrual
 -
 The litigation loss contingency accrual in fiscal 2024 is discussed in
 Note 16 – Commitments and Contingencies

of Part
 II. Item 8. Notes to Consolidated Financial Statements in this Annual Report.

 Other general and administrative expenses
 -
 The increase in other general and administrative expenses
is primarily due to an increase of
$5.5 million in the fair value
 of the contingent consideration associated with the Fassio asset acquisition, and increased legal costs, partially offset by
 a decrease in accrued bonuses compared to the prior year.
 GAIN ON INVOLUNTARY
CONVERSIONS
 For fiscal 2024 and 2023,
we recorded a gain of $23.5 million and
$3.3 million, respectively,
due to recoveries under indemnity
 and insurance programs that exceeded the amortized book value of
the covered assets and our direct costs.
 OPERATING
INCOME
 As a result of the above, our operating income was $312.5 million for fiscal 2024
,
compared to $967.7 million for fiscal 2023.
 OTHER INCOME (EXPENSE)
 Total
other
(expense)
consists
of
items
not
directly
charged
to,
or
to,
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 $32.3
million in fiscal 2024,
compared to $18.6 million
in fiscal 2023, primarily
due
 to significantly
higher cash
and cash
equivalents and
investment securities
available-for-sale balances
and yields.
We
 interest expense of $549 thousand and $583 thousand
in fiscal 2024 and 2023, respectively, primarily related to commitment fees
 on our Credit Facility described below.
 INCOME TAXES
 For
the
year
ended
June
1,
2024,
our
pre-tax
was
$360.0
compared
to
$998.6
for
2023.
 Income tax expense
of $83.7 million
was recorded for
fiscal 2024 with
an effective
tax rate of 23.
2%.
For fiscal 2023,
 tax expense was $241.8 million with an effective tax rate of 24.2%.
 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 income
 or loss attributable to noncontrolling interest.
 NET LOSS ATTRIBUTABLE
TO NONCONTROLLING INTEREST
 Net loss attributable to
noncontrolling interest was $1.6 million
for fiscal 2024 compared
to a $1.3 million
net loss for fiscal
2023.
 NET INCOME ATTRIBUTABLE
TO CAL-MAINE FOODS, INC.
 As a result of the above, net
income attributable to Cal-Maine Foods, Inc.
for fiscal 2024 was $277.9 million, or $5.70
per basic
 and $5.69 per diluted share, compared to $758.0 million, or $15.58
per basic and $15.52 per diluted share for fiscal 2023.
Ended June 3, 2023 Compared to Fiscal Year
Ended May 28, 2022
 The discussion of our results of operations for the fiscal
year ended June 3, 2023 compared to the fiscal
year ended May 28, 2022
 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 2023 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
construction
and
conversion
of
and
in
value-added
products,
and
 maintenance capital expenditures.
 Working
Capital and Current Ratio
 Our working
capital at
2024 was
$1.0 billion, compared
to $942.2 million
at June
3, 2023.
The calculation
of working
 capital is
defined as
current assets
less current
liabilities. Our current
ratio was
5.5 at
2024 compared
to 6.2
at June
3,
 2023.
The current ratio is calculated by dividing current assets by current liabilities. The decrease
in our current ratio is primarily
 due to the increase in total current liabilities,
which increased by $45.0 million to $227.7 million at
June 1, 2024, due to increases
 in
tax
payable
and
accrued
and
other
resulting
from
the
$19.6
litigation
loss
 contingency
accrual
recorded in
fiscal 2024
.
Due to
seasonal factors
described
in
 Part I. Item I. Business – Seasonality
, we
expect
our
need
for
working
to
be
highest
in
the
fourth
and
first
quarters
ending
in
May/June and
 August/September, respectively.
 Cash Flows from Operating Activities
 Net cash provided
by operating activities was
$451.4 million for
fiscal 2024 compared with
$863.0 million for fiscal
2023. The
 decrease in cash
flow from operations
resulted primarily from
lower selling prices
for conventional eggs,
partially offset by
the
 lower cost of feed ingredients.
 Cash Flows from Investing Activities
 For
2024,
$412.6
was
used
in
investing
activities,
due
to
the
of
securities,
the
 acquisition of the assets
of Fassio Egg Farms,
Inc., and purchases of
property,
plant and equipment compared
to $375.1 million
 used in investing activities in the same
period of fiscal 2023. Purchases of investment securities were
573.6 million in fiscal 2024
 compared
to
530.8
in
2023.
Sales
and
maturities
of
securities
were
$358.9
in
2024,
 compared to $291.8 million for fiscal 2023. Purchases of property,
plant and equipment were $147.1 million and $136.6 million
 in fiscal 2024 and 2023, respectively,
primarily reflecting progress on our construction projects.
 Cash Flows from Financing Activities
 We paid dividends
totaling $91.9 million and $252.3 million in fiscal 2024
and 2023, respectively.
 As of June 1, 2024, cash decreased
$54.9 million since June 3, 2023.
 Acquisition of ISE America, Inc. Assets
 Subsequent to our
fiscal 2024 year-end,
we acquired substantially
all the assets of
ISE America, Inc.
and certain of its
affiliates
 related to
their commercial
shell egg
production and
processing facilities.
The purchase
price was
approximately $112
 and
was
funded
with
cash
on
hand.
For
information,
refer
to
Part
II.
Item
8.
Notes
to
the
Consolidated
 Financial Statements,
 Note 17 – Subsequent Events
.
 Credit Facility
 We had no
long-term debt outstanding at the end of fiscal 2024
and 2023. 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 June 1, 2024, no amounts were borrowed under the
Credit Facility. We
have $4.7
million in outstanding standby letters of
 credit, which were issued under our Credit Facility for the benefit of certain insurance companies. Refer to Part II. Item 8. Notes
 to the Financial Statements,
 Note 10 – Credit Facility

for further information regarding our long-term debt.

 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
 among
other
things,
make
long-term
predictions
difficult,
we
have
substantial
liquid
and
availability
under
our
 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 June 1, 2024 (in thousands):
 Project(s) Type
 Projected
 Completion
 Projected Cost
 Spent as of
 Remaining
 Projected Cost
 Cage-Free Layer & Pullet Houses
 Fiscal 2025
 86,837
 81,757
 5,080
 Dexter, MO Renovations
 Fiscal 2025
 10,944
 10,173
 Feed Mill
 Fiscal 2026
 10,480
 3,254
 7,226
 Solar Project
 Fiscal 2026
 5,789
 5,314
 Cage-Free Layer & Pullet Houses
 Fiscal 2026
 135,905
 108,035
 27,870
 $
 249,955
 $
 194,292
 $
 55,663
 As of June 1, 2024, we had $102.2 million of purchase obligations outstanding,
of which $84.6 million are 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 on the 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
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
at the date
of the financial
statements and the
reported amounts of
revenues
 and expenses during the reporting period. Actual results could
differ 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
purchase
price
over
fair
values
of
identifiable
and
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
 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
and
are
determined
internally
and
requires
estimates
and
the
use
of
 various
valuation
techniques.
When a
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
 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 (first-in,
first-out method) or
net realizable
 value. If
for
eggs and
feed
grains
move
substantially
lower,
we
record
adjustments
to
write
down
the
 values of eggs
and feed inventories
to fair market
value. The cost
associated with flock inventories,
consisting principally of chick
or
hatching
feed,
labor,
contractor
and
overhead
are
accumulated
the
hatching
and
 growing periods of approximately 22 weeks. Capitalized flock
costs are then amortized over the
flock's productive life, generally
 one to
two years. Judgment
exists in determining
the flock's
productive life
including factors
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
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
has
$45.8
of
goodwill
on
June
1,
2024.
is
evaluated
for
annually
by
first
performing
a
qualitative
assessment
to
determine
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.
 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.
 At June 1, 2024, goodwill represented 2.1% of total assets and 2.5% of stockholders'
equity.
 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 in the
 evaluation
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.
is
evaluated
for
at
least
annually
or more
frequently
if
indicators
arise.
During
our
annual
 impairment test
which is
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 2024.
 REVENUE RECOGNITION
recognition
is
completed
upon
satisfaction
of
the
which
occurs
upon
shipment
or
 delivery to a customer based on terms of the sale.

 Revenues
are
recognized
in
an
that
reflects
the
net
we
expect
to
receive
in
exchange
for
delivery
the
 products. The Company periodically offers sales incentives or other programs such as rebates,
discounts, coupons, volume-based
 incentives, guaranteed
sales and
other programs.
records an
estimated allowance
for costs
associated with
these
 programs, which
is recorded as
a reduction in
revenue at the
time of sale
using historical trends
and projected redemption
rates
 of
each
program.
The
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
a material
change in
the
 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
 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
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 the
assumptions change,
accruals
for
loss
contingencies
may
be
required.
Results
of
may
be
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
because the selling
of
specialty
shell
eggs are
not
as
volatile
as conventional
shell
egg
prices. Our
exposure
to
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
 $
 (76.50)
 0.49
 0.50
 0.51
 0.52
 0.53
 0.54
 0.55
 $
 (51.00)
 0.50
 0.51
 0.52
 0.53
 0.54
 0.55
 0.56
 $
 (25.50)
 0.51
 0.52
 0.53
 0.54
 0.55
 0.56
 0.57
 $
 0.00
 0.52
 0.53
 0.54
 0.55
 (a)
 0.56
 0.57
 0.58
 $
 25.50
 0.53
 0.54
 0.55
 0.56
 0.57
 0.58
 0.59
 $
 51.00
 0.54
 0.55
 0.56
 0.57
 0.58
 0.59
 0.60
 $
 76.50
 0.55
 0.56
 0.57
 0.58
 0.59
 0.60
 0.61

 (a)
 Based on 2024
actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production
 INTEREST RATE
RISK
 We
have
a
$250 million
Facility,
borrowings
under
which
would
bear
at
variable
rates.
No
were
 outstanding under that facility during fiscal 2024 or fiscal 2023. 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 June 1,
2024, the effective
maturity of our
cash equivalents and
investment securities available
for sale was
8.5 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 income securities portfolios. As
of June 1,
2024, the estimated fair
value of our fixed
income securities
 portfolio
was
$574.5
and
reflected
unrealized
losses
of
$1.2
million.
For
 information 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 June
1, 2024
and June
3, 2023,
26.8% and
30.1%, respectively,
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 June 1, 2024 and June 3, 2023.

 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 June 1,
 2024
and June
3, 2023,
the related
statements of
income, comprehensive
income, stockholders'
equity,
and cash
 flows for each
of the three
years in the
period ended June
1, 2024, 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
statements").
In
our
opinion,
the
present
fairly,
in
all
respects,
the
position
of
Inc.
and
 Subsidiaries as
of June
1, 2024
and June
3, 2023,
and the
results of
their operations
and their
cash flows
for each
three
 years
in
the
period
ended
June
1,
2024,
in
conformity
with
accounting
principles
accepted
in
the
States
of
 America.
 We
also have
audited, in
accordance with
the standards
Public Company
Accounting Oversight
Board (United
 States) ("PCAOB"),
the Cal-Maine
Inc.
and Subsidiaries'
as of
2024,
 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 23, 2024 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
and Subsidiaries in accordance
with
 the
U.S.
federal
securities
laws and
the
rules
and
Securities and
Commission
and
the
 PCAOB.
 We
conducted
our audits
in accordance
standards of
the 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
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
that
were
communicated
or
to
be
communicated
to
the
Audit
Committee
and
that:
(1)
relate
to
 accounts
or disclosures
that are
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
 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
and Subsidiaries' evaluation
liability related
to 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 financial
 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
possible
or
probable,
and
estimable,
evaluating
the
 sufficiency
of Cal-Maine
Foods, Inc.
and Subsidiaries'
disclosures
to 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
 $
 237,878
 $
 292,824
 Investment securities available-for-sale
 355,090
 Receivables:
 Trade receivables, net
 138,550
 110,980
 Income tax receivable
 10,459
 66,966
 Other
 13,433
 9,267
 Total receivables,
net
 162,442
 187,213
 Inventories, net
 261,782
 284,418
 Prepaid expenses and other current assets
 5,238
 5,380
 Total current
 1,241,839
 1,124,925
 Property, plant &
equipment, net
 857,234
 744,540
 Investments in unconsolidated entities
 11,195
 14,449
 45,776
 44,006
 Intangible assets, net
 15,996
 15,897
 Other long-term assets
 12,721
 10,708
 Total assets
 $
 2,184,761
 $
 1,954,525
 Liabilities and stockholders' equity
 Current liabilities:
 Trade accounts payable
 $
 75,862
 $
 82,590
 Dividends payable
 37,760
 37,130
 Accrued wages and benefits
 32,971
 38,733
 Income tax payable
 43,348
 8,288
 Accrued expenses and other liabilities
 37,802
 15,990
 Total current
 227,743
 182,731
 Other noncurrent liabilities
 17,109
 9,999
 Deferred income taxes
 142,866
 152,212
 Total liabilities
 387,718
 344,942
 Commitments and contingencies - see
 Note 16
 —
 —
 Stockholders' equity:
 Common stock ($
 0.01

par value):
 Common stock – authorized
 120,000

shares, issued

 Class A convertible common stock – authorized and issued
 4,800

 Paid-in capital
 76,371
 72,112
 Retained earnings
 1,756,395
 1,571,112
 Accumulated other comprehensive loss, net of tax
 ( 1,773)
 ( 2,886)
 Common stock in treasury,
at cost –
 26,022

and
 26,077

shares in 2024 and 2023,
 respectively
 ( 31,597)
 ( 30,008)
 Total Cal-Maine Foods,
Inc. stockholders' equity
 1,800,147
 1,611,081
 Noncontrolling interest in consolidated equity
 ( 3,104)
 ( 1,498)
 Total stockholders'
equity
 1,797,043
 1,609,583
 Total liabilities and stockholders'
equity
 $
 2,184,761
 $
 1,954,525

 Consolidated Statements of Income
 (in thousands, except per share amounts)
 Fiscal years ended
 52 weeks
 53 weeks
 52 weeks
 Net sales
 $
 2,326,443
 $
 3,146,217
 $
 1,777,159
 Cost of sales
 1,784,872
 1,949,760
 1,440,100
 Gross profit
 541,571
 1,196,457
 337,059
 Selling, general and administrative
 252,625
 232,207
 198,631
 Gain on involuntary conversions
 ( 23,532)
 ( 3,345)
 ( 5,492)
 (Gain) loss on disposal of fixed assets
 ( 131)
 Operating income
 312,452
 967,726
 143,537
 Other income (expense):
 Interest expense
 ( 549)
 ( 583)
 ( 403)
 Interest income
 32,275
 18,553
 Patronage dividends
 11,331
 10,239
 10,130
 Equity in income of unconsolidated entities
 1,420
 1,943
 Other, net
 3,042
 1,869
 9,820
 Total other income
 47,519
 30,824
 22,478
 Income before income taxes
 359,971
 998,550
 166,015
 Income tax expense
 83,689
 241,818
 33,574
 Less:
Net loss attributable to noncontrolling interest
 ( 1,606)
 ( 1,292)
 ( 209)
 Net income attributable to Cal-Maine Foods, Inc.
 $
 277,888
 $
 758,024
 $
 132,650
 Net income per share attributable to Cal-Maine Foods, Inc.:
 Basic
 $
 5.70
 $
 15.58
 $
 2.73
 Diluted
 $
 5.69
 $
 15.52
 $
 2.72
 Weighted average
shares outstanding:
 Basic
 48,717
 48,648
 48,581
 Diluted
 48,873
 48,834
 48,734

 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)
 ( 1,398)
 (Increase) decrease in accumulated post-retirement benefits obligation,
net of
 reclassification adjustments
 ( 27)
 ( 9)
 Other comprehensive income (loss), before tax
 1,438
 ( 1,741)
 ( 1,407)
 Income tax expense (benefit) related to items of other comprehensive income
 (loss)
 ( 451)
 ( 369)
 Other comprehensive income (loss), net of tax
 1,113
 ( 1,290)
 ( 1,038)
 Comprehensive income
 277,395
 755,442
 131,403
 Less: comprehensive loss attributable to the noncontrolling interest
 ( 1,606)
 ( 1,292)
 ( 209)
 Comprehensive income attributable to Cal-Maine Foods, Inc.
 $
 279,001
 $
 756,734
 $
 131,612

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

Income
 (loss)
 Noncontrolling
 Interest
 Total
 Balance at May 29, 2021
 $
 4,800
 $
 26,202
 $
 ( 27,433)
 $
 64,044
 $
 975,977
 $
 ( 558)
 $
 —
 1,012,781
 Stock compensation plan transactions
 —
 —
 —
 —
 ( 81)
 ( 1,014)
 3,945
 —
 —
 —
 2,931
 Dividends ($
 0.874

per share)
 —
 —
 —
 —
 —
 —
 —
 ( 38,578)
 —
 —
 ( 38,578)
 Class A common
 —
 —
 —
 —
 —
 —
 —
 ( 4,195)
 —
 —
 ( 4,195)
 Contributions
 —
 —
 —
 —
 —
 —
 —
 —
 —
 Net income (loss)
 —
 —
 —
 —
 —
 —
 —
 132,650
 —
 ( 209)
 Other comprehensive loss, net of tax
 —
 —
 —
 —
 —
 —
 —
 —
 ( 1,038)
 —
 ( 1,038)
 Balance at May 28, 2022
 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
 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 income, net of tax
 —
 —
 —
 —
 —
 —
 —
 —
 1,113
 —
 1,113
 Balance at June 1, 2024
 $
 4,800
 $
 26,022
 $
 ( 31,597)
 $
 76,371
 $
 1,756,395
 $
 ( 1,773)
 $
 ( 3,104)
 $
 1,797,043

 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
 80,241
 72,234
 68,395
 Deferred income taxes
 ( 9,672)
 24,467
 5,676
 Stock compensation expense, net of amounts paid
 4,358
 4,205
 4,063
 Loss on change in fair value contingent consideration
 5,500
 —
 —
 Other operating activities, net
 ( 6,908)
 ( 1,491)
 ( 9,099)
 Change in operating assets and liabilities, net of effects from acquisitions:
 Increase (decrease) in trade receivables
 ( 27,570)
 58,129
 ( 88,063)
 Increase (decrease) in inventories
 28,800
 ( 21,102)
 ( 36,152)
 Increase (decrease) in income taxes payable/receivable
 91,567
 ( 42,218)
 26,056
 Increase in accounts payable and current accrued expenses
 9,353
 14,944
 29,993
 Decrease in other operating assets and liabilities
 ( 553)
 ( 2,890)
 ( 7,101)
 Net cash provided by operating activities
 451,398
 863,010
 126,209
 Cash flows from investing activities:
 Purchases of investments
 ( 573,565)
 ( 530,781)
 ( 98,243)
 Sales of investments
 358,932
 291,832
 92,703
 Acquisition of business, net of cash acquired
 ( 53,746)
 —
 ( 44,823)
 Investment in unconsolidated entities
 ( 363)
 ( 1,673)
 ( 3,000)
 Distributions from unconsolidated entities
 3,000
 1,500
 Purchases of property,
plant and equipment
 ( 147,116)
 ( 136,569)
 ( 72,399)
 Net proceeds from insurance settlement - property,
plant and equipment
 —
 —
 7,655
 Net proceeds from disposal of property,
plant and equipment
 Net cash used in investing activities
 ( 412,586)
 ( 375,111)
 ( 117,021)
 Cash flows from financing activities:
 Principal payments on finance lease
 ( 214)
 ( 224)
 ( 215)
 Purchase of common stock by treasury
 ( 1,688)
 ( 1,643)
 ( 1,127)
 Payments of dividends
 ( 91,856)
 ( 252,292)
 ( 6,117)
 Contributions

 —
 —
 Net cash used in financing activities
 ( 93,758)
 ( 254,159)
 ( 7,456)
 Increase (decrease) in cash and cash equivalents
 ( 54,946)
 233,740
 1,732
 Cash and cash equivalents at beginning of year
 292,824
 59,084
 57,352
 Cash and cash equivalents at end of year
 $
 237,878
 $
 292,824
 $
 59,084
 Supplemental information:
 Income taxes paid
 $
 35,101
 $
 258,247
 $
 1,747

 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.
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.

 The
year-end
is
on
the
Saturday
closest
to
May 31.
The
years
ending
on
June
1,
2024
and
May
28,
 2022 included

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 Equivalents
 The
considers
all
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.
 We
primarily utilize a
cash management system
with a series of
separate accounts consisting
of lockbox accounts
for receiving
 cash, concentration
accounts to which
funds are moved,
and zero-balance disbursement
accounts for funding
accounts payable.
 Checks issued,
but not
presented to
the banks
for payment,
may result
in negative
book cash
balances,
which are
included in
 accounts payable.

 Investment Securities Available-for-Sale
has determined
that its
debt securities
are available-for-sale
investments. We
classify these
securities as
 because the amounts invested are available for current operations. Available
-for-sale securities are carried at fair value, based on
 quoted market prices as of the balance sheet date, with unrealized gains and losses recorded 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
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 (expenses) as Other,
net in the Company's Consolidated
Statements of Income.
 Interest and dividends on securities classified as available-for-sale
are recorded in interest income.

 Trade Receivables

 Trade receivables are stated at their carrying
values, which include a reserve for credit losses. At June 1, 2024
and June 3, 2023,
 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
not required.
 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
factors.
At
June
1,
2024
and
June
3,
2023,
 one

accounted
for
 26.8
 % and
 30.1
 % of the Company's trade accounts receivable,
respectively.

 Inventories
 Inventories of eggs, feed,
supplies and flocks
are valued principally
at the lower
of cost (first-in,
first-out method) or
net realizable
 value.
 The
cost
associated
with
flocks,
consisting
principally
of
chicks,
feed,
labor,
contractor
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. Repairs
and
 maintenance are expensed as incurred.
Expenditures that increase the
value or productive capacity of
assets are capitalized. 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 changes
in
 operating 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
influence
over
the
investee,
are
at
cost,
less
 impairment, plus or minus observable price changes.
 Membership in cooperatives are recorded at cost, plus or minus any
allocated equities and retains.

represents
the
of
the
purchase
price
over
the
fair
value
of
the
identifiable
net
acquired.
is
 evaluated
for
at
least annually
or more
frequently
if
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.

 Accrued Self Insurance
 We use a combination of insurance
and self-insurance mechanisms to provide coverage for the potential liabilities for health and
 welfare,
workers'
compensation,
auto
and
risks.
Liabilities
associated
with
our
risks
retained
are
 estimated, in part, by considering claims experience, demographic factors,
severity factors and other actuarial assumptions.

 Dividend Payable
 We
accrue dividends at
the end of
each quarter according
to the Company's
dividend policy adopted
by its Board
of Directors.
pays a dividend
to shareholders
of its Common
Stock and
Class A Common
Stock on
a quarterly basis
for each
 quarter for which the Company reports net income attributable to Cal-Maine
Foods, Inc. computed in accordance with GAAP in
 an amount
equal to
one-third (1/3)
of such
quarterly income.
Dividends
are paid
to shareholders
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
 shareholders of
record on
the 65th
day after
the quarter
end. Dividends
are payable
on the
15th day
following the
record date.
 Following a quarter for which the Company does not report net income
attributable to Cal-Maine Foods, Inc., the Company will
 not pay a dividend
for a subsequent profitable
quarter until the Company
is profitable on a cumulative
basis computed from the
 date of the most recent quarter
for which a dividend was paid.
The dividend policy is subject to
periodic review by the Board of
 Directors.

 Treasury Stock
 Treasury
stock purchases
are accounted
for under
the cost
method whereby
the entire
cost of
the acquired
stock is
recorded as
 treasury
stock. The
grant
of
restricted
stock
the
share-based
plans
is
funded
the
 issuance of
treasury stock. Gains
and losses
on the
subsequent reissuance
of shares
in accordance
share-
 based compensation plans are credited or charged to paid-in
capital in excess of par value using the average-cost method.

 Revenue Recognition
 The
recognizes
revenue
sale of
its products
to
customers
retail, foodservice
and
other
distribution
 channels.
The
majority
of
the
revenue
is
derived
from
agreements
or
contracts
with
customers
based
upon
the
ordering
its
with
a
single
of
delivering
the
product.
The
believes
the
is
met
upon
delivery
and
acceptance
of
the
product
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.
records an
estimated allowance
for costs
associated with
these
 programs, which
is recorded as
a reduction in
revenue at the
time of sale
using historical trends
and projected redemption
rates
 of
each
program.
The
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
product
to
customers
are
in
selling,
and
administrative
in
the
accompanying
 Consolidated Statements
of Income
and totaled
$
 72.7

 77.5

million, and
$
 62.7

million in
fiscal years
2024, 2023,
and
 2022, respectively.

 Income Taxes
 Income
taxes
are
accounted
for
using
the
method.
Deferred
taxes
reflect
the
net
tax
effects
of
temporary
 differences
between
the
of
and
for
purposes
and
the
used
for
 income tax purposes. The
Company's policy with respect
to evaluating
uncertain tax
positions is
based upon whether
 believes it
is more
likely than
not the
uncertain
tax positions
sustained upon
review by
the 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
at the
reporting date.
The
will reflect
only
the portion
tax benefit
that will
be
sustained
upon resolution
position
and
 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.

 Stock Based Compensation
 The
recognizes
all
share-based
to
and
directors,
grants
of
employee
stock
options,
 restricted stock and performance-based shares, in the Consolidated Statements
of Income based on their fair values. The benefits
 of
tax
deductions
in
of
recognized
cost
are
reported
as
a
financing
cash
flow. See
 Note 14 – Stock
 Compensation Plans

for more information.

 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 on Involuntary Conversions

maintains insurance
for both
property damage
and business
interruption relating
to catastrophic
events, such
as
 fires, hurricanes,
tornadoes
acts of
God, and
is eligible
to participate
in U.S.
Department
of Agriculture
("USDA")
 indemnity
and
programs
for
losses
due
to
disease
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
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 the net
book value
of damaged assets,
including poultry,
 clean-up and
demolition costs,
direct post-event
costs are
recorded within
"Gain on
involuntary conversions"
 period received or committed when all contingencies associated with the
recoveries are resolved.

 Loss Contingencies
 Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company 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
to legal
proceedings
that are
pending against
or unasserted
claims that
may result
in such
 proceedings, the
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
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
 No new accounting pronouncement issued or effective
during the fiscal year had or is expected to have a material impact on
our
 Consolidated Financial Statements.

 Note 2 – Acquisition
 On
 October 4, 2023
, the
Company announced
the acquisition
assets of
Fassio Egg
Farms, Inc.
("Fassio"), related
to its
shell
egg
and
business.
Fassio
owned
and
operated
shell
egg
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
 assumed recognized at the acquisition date (in thousands):

 Cash consideration paid
 $
 53,746
 Fair value of contingent consideration
 1,000
 Total estimated purchase
 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
 value
as
believes
that
its
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
costs of
 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
was
and
represents
cash
payment
to
the
sellers
contingent
on
the
 acquired
meeting
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,
revenue
and
over
the
period
for
which
the
contingent
is
measured,
and
the
probability
 assessments
with
respect
to
the
likelihood
of
achieving
the
forecasted
projections.
A
range
of
outcomes
cannot
be
 reasonably estimated due to market volatility of egg prices.
 Goodwill represents the excess of the purchase price of the acquired business over the acquisition date fair value of the net assets
 acquired.
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 following presents
the Company's investment securities available-for-sale
as of June
1, 2024 and
(in thousands):

 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
 $

 Amortized
 Cost
 Unrealized
 Gains
 Unrealized
 Losses
 Estimated Fair
 Value
 Municipal bonds
 $
 16,571
 $
 —
 $
 $
 16,296
 Commercial paper
 56,486
 —
 56,409
 Corporate bonds
 139,979
 —
 1,402
 138,577
 Certificates of deposits
 —
 —
 US government and agency obligations
 101,240
 —
 100,769
 Asset backed securities
 13,459
 —
 13,308
 Treasury bills
 29,069
 —
 29,056
 Total current
investment securities
 $
 357,479
 $
 —
 $
 2,389
 $
 355,090

 Proceeds
from
the
sales and
maturities
of
available-for-sale
securities
were
$
 358.9

$
 291.8

and
$
 92.7

 during fiscal 2024, 2023,
Gross realized gains for
fiscal 2024, 2023, and
2022 were $

 thousand, and $

thousand, respectively. Gross realized losses for
fiscal 2024, 2023, and
2022 were $

thousand,
 and $

thousand, respectively.
There was
 no

allowance for credit losses at June 1, 2024 and June 3, 2023.
 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 June
1, 2024 are as follows (in thousands):

 Estimated Fair Value
 Within one year
 $
 397,917
 1-5 years
 176,582
 Total
 $

 Note 4 - Fair Value
Measures

is required
to categorize
both financial
and nonfinancial
assets and
liabilities based
on the
following fair
value
 hierarchy. The
fair value
of an
asset is
the price
at which
the asset
could be
sold in
an orderly
transaction between
unrelated,
 knowledgeable, and willing
parties able to engage in
the transaction. A liability's
fair value is defined
as the amount that would
 be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be
paid to settle
 the liability with the creditor.

 Level 1

- Quoted prices in active markets for identical assets or liabilities

 Level 2

- Inputs
other than
quoted
prices included
in Level
1 that
are observable
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
June 1, 2024 and June 3, 2023 (in thousands):

 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
 $
 —
 $
 $
 —
 $
 Liabilities
 Contingent consideration
 —
 —
 6,500
 6,500
 Total liabilities measured
at fair value
 $
 —
 $
 —
 $
 6,500
 $
 6,500

 Level 1
 Level 2
 Level 3
 Balance
 Investment securities available-for-sale
 Municipal bonds
 $
 —
 $
 16,296
 $
 —
 $
 16,296
 Commercial paper
 —
 56,409
 —
 56,409
 Corporate bonds
 —
 138,577
 —
 138,577
 Certificates of deposits
 —
 —
 US government and agency obligations
 —
 100,769
 —
 100,769
 Asset backed securities
 —
 13,308
 —
 13,308
 Treasury bills
 —
 29,056
 —
 29,056
 Total investment
securities available-for-sale
 measured at fair value
 $
 —
 $
 355,090
 $
 —
 $
 355,090

 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
classified
as
Level
consists
of
the
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 4, 2023
 —
 Acquisition of Fassio
 $
 1,000
 Fair value adjustments
 5,500
 Balance, June 1, 2024
 $
 6,500

 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
 $
 149,985
 $
 164,540
 Eggs and egg products
 25,217
 28,318
 Feed and supplies
 86,580
 91,560
 $
 261,782
 $
 284,418

 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 June 1,
2024 and
 June 3,
2023, consisted
of approximately
 11.8

million and
 10.8

million pullets
and breeders
and
 39.9

million and
 41.2

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

 Amortization
 $
 198,298
 $
 186,973
 $
 160,107
 Mortality
 10,640
 10,455
 8,011
 Total flock costs charged
to cost of sales
 $
 208,938
 $
 197,428
 $
 168,118

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

 Land and improvements
 $
 131,051
 $
 117,279
 Buildings and improvements
 627,121
 552,669
 Machinery and equipment
 782,736
 715,205
 Construction-in-progress
 121,266
 98,605
 1,662,174
 1,483,758
 Less: accumulated depreciation
 804,940
 739,218
 $
 857,234
 $
 744,540

 Depreciation expense
was $
 77.2

 69.4

million and
$
 65.8

million in
the fiscal
years ended
2024, June
3, 2023,
 and May 28, 2022, respectively.

 Note 7 - Investment in Unconsolidated Entities
 As
of
June
1,
2024
and
June
3,
2023,
the
owned
 %
in
Eggs,
LLC
("Specialty
Eggs")
and
Southwest
 Specialty Eggs,
LLC ("Southwest
Specialty Eggs"),
which are
using the
equity method
of accounting.

 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 $
 8.2

million and $
 9.7

million at June 1, 2024 and June 3, 2023, respectively.
 Equity in income of
unconsolidated entities of $
 1.4

thousand, and $
 1.9

million from these entities
has been included
 in the Consolidated Statements of Income for fiscal 2024, 2023,
 The consolidated financial information for the Company's
unconsolidated joint ventures was as follows (in thousands):

 For the fiscal year ended
 Net sales
 $
 159,698
 $
 222,602
 $
 145,281
 2,840
 1,492
 3,942
 Total assets
 31,578
 27,784
 42,971
 Total liabilities
 15,468
 9,854
 21,892
 Total equity
 16,110
 17,930
 21,079

 The following relates to the Company's
transactions with these unconsolidated affiliates (in thousands):

 For the fiscal year ended
 Sales to unconsolidated entities
 $
 100,553
 $
 136,351
 $
 94,311
 Purchases from unconsolidated entities
 63,916
 75,024
 60,016
 Distributions from unconsolidated entities
 3,000
 1,500

 Accounts receivable from unconsolidated entities
 $
 8,490
 $
 4,719
 Accounts payable to unconsolidated entities
 1,233
 3,187

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

 Other Intangibles
 Franchise
 Customer
 Non-compete
 Right of
 Water
 Total
 relationships
 agreements
 Use
 Trademark
 intangibles
 Balance May 28, 2022
 $
 44,006
 $
 15,071
 $
 1,326
 $
 $
 $
 $
 $
 62,137
 Amortization
 —
 ( 1,657)
 ( 356)
 ( 152)
 ( 18)
 —
 ( 51)
 ( 2,234)
 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

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

 Gross carrying
 Accumulated
 Gross carrying
 Accumulated
 amortization
 amortization
 Other intangible assets:
 Franchise rights
 $
 29,284
 $
 ( 17,497)
 $
 29,284
 $
 ( 15,870)
 Customer relationships
 2,900
 ( 2,292)
 9,644
 ( 8,674)
 Non-compete agreements
 1,500
 ( 876)
 1,450
 ( 742)
 Water rights *
 2,942
 —
 —
 Trademark
 ( 365)
 ( 315)
 Total
 $
 37,026
 $
 ( 21,030)
 $
 41,498
 $
 ( 25,601)

 *
Water rights are
an indefinite life intangible asset.

 No significant residual value is estimated for these
intangible assets. Aggregate amortization expense for fiscal years 2024, 2023,
 and 2022 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
 2025
 $
 2,040
 2026
 1,836
 2027
 1,833
 2028
 1,763
 2029
 1,701
 Thereafter
 3,881
 Total
 $
 13,054

 Note 9 - Employee Benefit Plans
 The Company maintains a medical plan that is qualified under Section
401(a) of the Internal Revenue Code and is not subject to
 tax under present income tax laws. The plan is funded by contributions from the Company and its employees. Under its plan, the
self-insures
its
of
medical
claims
for
substantially
all
full-time
employees. The
uses
stop-loss
 insurance
to
limit
its
of
medical
claims
to
$
 275,000

per
occurrence. The
accruals
for
 incurred but not
reported claims were approximately
$
 23.0

 21.9

million, and $
 24.6

million in fiscal years
2024, 2023,
The liability recorded
for incurred but
not reported claims
was $
 2.8

million and $
 2.9

million as of
June
 1,
2024
and
June
3,
2023,
respectively
and
are
classified
within
"Accrued
and
other
liabilities"
in
the
 Consolidated Balance Sheets.
has a KSOP
plan that
covers substantially
all employees
(the "Plan"). The
Company makes
contributions to
the
 Plan at a rate
of
 % of participants'
eligible compensation, plus
an additional amount
determined at the
discretion of the
Board
 of Directors. Contributions can
be made in cash or
the Company's
Common Stock, and vest immediately.
The Company's
cash
 contributions to the Plan were $
 4.3

 4.3

million, and $
 3.9

million in fiscal years 2024, 2023 and 2022, respectively. The
 Company did
 no
 t make direct contributions of the Company's
Common Stock in fiscal years 2024, 2023, or 2022. Dividends on
 the Company's Common Stock are paid to the Plan in cash. The Plan acquires the Company's Common Stock, which is listed on
 the Nasdaq Global Select Market,
by using the dividends and the Company's
cash contributions
to purchase shares in the public
 markets. The Plan sells Common
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
does
not
match
participant
 contributions.
 Deferred Compensation Plans
 The
has
deferred
agreements
with
officers
for
to
be
made
over
specified
periods
 beginning when the officers
reach age

or over as specified in the
agreements. Amounts accrued for
the agreements are based
 upon
deferred
earned
over
the
estimated
remaining
service
period
of
each officer.
Payments
made
under
these
 agreements were $

thousand, and $

thousand in fiscal years
2024, 2023 and 2022.
The liability recorded

 related to these agreements was $

thousand and $
 1.0

million at June 1, 2024 and June 3, 2023, respectively and are classified
 within "Other noncurrent liabilities" in the Company's
Consolidated Balance Sheets.
 The
sponsors
an
unfunded,
non-qualified
deferred
plan,
which
was
amended
and
restated
effective
 December 1, 2021 (the "Amended DC Plan") to expand eligibility for participation from named officers only to a select group of
 management or highly
compensated employees of
the Company,
expand the investment options
available and add the
ability of
 participants
to
make
elective
deferrals.
Participants
may
be
awarded
long-term
incentive
contributions
("Awards")
under
the
 Amended DC Plan.
Awards
vest on December 31
 st

of the fifth year
after such contribution is
credited to the
Amended DC Plan
 or, if earlier, the participant's attainment of age

with

years of service. Awards issued under the Amended DC
Plan were $

thousand, and $

thousand in fiscal
2024, 2023,
Payments made
Amended
 DC Plan were $

thousand and $

thousand in fiscal 2024,
2023 and 2022, respectively. The liability recorded
 for the Amended
DC Plan was $
 5.1

 4.6

million and $
 4.5

million at June
1, 2024, June 3,
2023 and 2022,
respectively
 and is classified within "Other noncurrent liabilities" in the Company's
Consolidated Balance Sheets.
 Deferred compensation
expense for
both plans
totaled $

thousand and
$

thousand in
fiscal 2024,
2023,
 Other Postretirement Employee Benefits
maintains an
unfunded postretirement
medical plan to
provide limited
health benefits to
certain qualified
retired
and officers.
Retired non-officers
and
spouses are
eligible for
coverage
until attainment
of Medicare
eligibility,
at
 which time coverage
ceases. Retired officers
and spouses
are eligible for
lifetime benefits under
the plan. Officers,
who retired
 prior to May 1, 2012 and their spouses must participate in Medicare
Plans A and B. Officers, who retire on or after May 1, 2012
 and their spouses must participate in Medicare Plans A, B, and D.

 The plan is accounted for
in accordance with ASC
715, Compensation – Retirement Benefits ("ASC
715"), whereby an employer
 recognizes the funded status of a defined benefit postretirement plan as
an asset or liability, and recognizes changes in the funded
 status in the year the change occurs through comprehensive income. Additionally,
this expense is recognized on an accrual basis
 over the employees' approximate period of employment. The liability associated with the plan was $
 2.6

million and $
 2.7

 at
June
1,
2024
and
June
3,
2023,
respectively.
The
remaining
disclosures
associated
with
ASC
are
immaterial
to
the
 Company's financial statements.
 Effective
March 1,
2023,
adopted
a non-qualified
supplemental
executive retirement
plan
("SERP") and
a split
 dollar life insurance plan ("Split Dollar Plan") designed
to provide deferred compensation and a pre-retirement
death benefit for
 a
select
group
of
or
compensated
of
the
Company.
Provided
the
vesting
conditions
are
met,
 participants in the SERP are eligible to receive an aggregate retirement benefit of $
 500,000
, which is paid in annual installments
 of $
 50,000

for
 10 years
. A participant
becomes vested in
the retirement benefit
over
 five years

of plan participation
at
 % per
 year. If a participant becomes disabled, attains the retirement age of 65, or the Company experiences a change in control, vesting
accelerated to
 %. If
a participant
dies while
employed, he
or she
will not
receive any
benefits under
the SERP,
but
 their beneficiaries
will instead be
entitled to the
life insurance benefit
provided under
the Split Dollar
Plan, which
is $500,000.

 The liability recorded for these plans was $

thousand and $

thousand at June 1, 2024 and June 3, 2023, respectively, and is
 classified within "Other noncurrent liabilities" in the Company's
Consolidated Balance Sheets.

 Note 10 - Credit Facility

 For
years
2024,
2023
and
2022,
expense
was
$

thousand,
$

thousand,
and
$

thousand,
respectively,
 primarily related to commitment fees on the Credit Facility described below.
 On May
26, 2023,
we entered
into the
First Amendment
(the "Amendment")
Amended and
Restated Credit
Agreement,
 dated November 15, 2021 (as amended, the "Credit Agreement").
The Amendment 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
secured overnight
financing
rate ("SOFR").
The Credit
has a
 five
 -year term.
The
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
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
Revolver.
 No

amounts were
borrowed under
the facility
as of
2024 or
June 3,
2023 or
during fiscal
2024 or

 fiscal 2023.
had $
 4.7

million of
outstanding standby
letters of
credit issued
Credit Facility
at June
1,
 2024.
 The
rate
in
connection
with
loans
made
under
the
Facility
is
based
on,
at
the
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
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
Facility
is
guaranteed
by
all the
and
future wholly
-owned
direct
and
indirect
domestic
subsidiaries
of
the
 Company (the
"Guarantors"), and
is secured
by a
first-priority perfected
security interest
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
Facility
contains
customary
covenants,
restrictions
on
the incurrence
of
liens,
 incurrence of
additional debt,
sales of
assets and
other fundamental
corporate changes
and investments.
The Credit
 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
(if
net
is
positive)
less
permitted
restricted
for
each
quarter
after
November
27,
2021.
 Additionally,
the Credit Agreement
requires that Fred
R. Adams Jr.'s
spouse, natural children,
sons-in-law or grandchildren,
or
 any trust,
guardianship, conservatorship
or custodianship
for the primary
benefit of any
of the foregoing,
or any family
limited
 partnership, similar limited liability
company or other entity
that
 % of the voting control
of such entity is held
by any of the
 foregoing, shall maintain
at least
 % of the Company's
voting stock. Failure
to satisfy any of
these covenants will constitute
a
 default under the terms of
the Credit Agreement. Further,
under the terms of the Credit
Agreement, payment of dividends under
 the
dividend
policy
of
one-third
of
the
net
computed
in
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 June 1, 2024, we were in compliance with the covenant requirements of the
Credit Facility.

 Note 11 - Equity

 The Company has
 two

classes of capital stock: Common Stock and Class
A Common Stock. Except as otherwise required by
law
 or
the
Second
Amended
and
Restated
Certificate
of
Incorporation
("Restated
Charter"),
holders
of
of
the
 Company's capital stock vote as a single class on all matters submitted to a vote of the stockholders, with each share
of Common
 Stock entitled to
 one

vote and each share of Class A Common Stock entitled
to
 ten

votes. Holders of capital stock have the right
 of cumulative voting
in the election of
directors. The Common
Stock and Class A Common
Stock have equal liquidation
 and the same dividend
rights. In the case of any
dividend payable in stock,
holders of Common Stock
are entitled to receive
the
 same percentage dividend (payable only in shares of Common Stock) as the holders of Class A Common Stock receive
(payable
 only in shares of Class
A Common Stock). Upon liquidation, dissolution,
or winding-up of the Company, the holders of
 Stock are entitled to share ratably with
the holders of Class A
Common Stock in all assets available for
distribution after payment
 in full
of creditors.
The holders
of Common
Stock and
are not
entitled to
preemptive or
subscription
 rights.
No
class
of
stock
may
be
combined
or
subdivided
unless
the
other
classes
of
stock
are
combined
or
 subdivided
same proportion.
No dividend
declared and
paid on
Stock unless
the dividend
is
 payable only to the holders of Class A Common
Stock and a dividend is declared and paid to Common Stock concurrently.
 Each share
of Class A
is convertible,
at the option
of its
holder,
into
 one

share of
at any
time.
 The Company's
Restated Charter
identifies family
members of
Mr.
Adams ("Immediate
Family Members")
and arrangements

 and entities that are permitted to
receive and hold shares of Class
A Common Stock, with
 ten

votes per share, without such shares
 converting into shares of Common
Stock, with one vote per share ("Permitted
Transferees"). The Permitted
Transferees include
 arrangements and entities such as revocable trusts and limited liability companies that could hold Class A Common Stock
 benefit of Immediate Family Members. Each Permitted
Transferee must have a relationship,
specifically defined in the Restated
 Charter, with
another Permitted Transferee
or an Immediate Family
Member.
A share of Class A
Common Stock transferred
to
 a person other
than a
Permitted Transferee would automatically
convert into Common
Stock with
one vote per
share. Additionally,
 the
Restated
Charter
includes
a
sunset
provision
pursuant
to
which
all
of
the
Class
A
Stock
will
 automatically
convert
to
Stock
if:
(a)
less
than
 4,300,000

of
Class
A
Stock,
in
the
aggregate,
are
 beneficially owned by Immediate Family
Members and/or Permitted Transferees,
or (b) if less than
 4,600,000

shares of Class A
and Common Stock,
in the aggregate,
are beneficially owned
by Immediate Family
Members and/or Permitted
 Transferees.

 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. Diluted
net income
per share
attributable to
Cal-Maine Foods,
Inc. is
based on
weighted-average
 common shares 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
 ( 1,606)
 ( 1,292)
 ( 209)
 Net income attributable to Cal-Maine Foods, Inc.
 $
 277,888
 $
 758,024
 $
 132,650
 Denominator
 Weighted-average
common shares outstanding, basic
 48,717
 48,648
 48,581
 Effect of dilutive securities of restricted shares
 Weighted-average
common shares outstanding, diluted
 48,873
 48,834
 48,734
 Net income per common share attributable to Cal-Maine Foods, Inc.
 Basic
 $
 5.70
 $
 15.58
 $
 2.73
 Diluted
 $
 5.69
 $
 15.52
 $
 2.72

 Note 13 - Revenue Recognition
 Net revenue is primarily generated through the sales
of shell eggs and egg products. 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
offering
liquid
and
frozen
egg
and
hard-cooked
eggs.
Liquid
and
frozen egg
 products are primarily sold to the institutional, foodservice and food manufacturing sectors. Hard-cooked eggs are sold primarily
 within the foodservice and retail channels.
 The following table provides revenue disaggregated by product category
(in thousands):

 13 Weeks Ended
 14 Weeks Ended
 52 Weeks Ended
 53 Weeks Ended
 Conventional shell egg sales
 $
 372,245
 $
 395,433
 $
 1,291,743
 $
 2,051,961
 Specialty shell egg sales
 236,786
 256,190
 925,665
 956,993
 Egg products
 25,015
 33,996
 89,009
 122,270
 Other
 6,743
 3,061
 20,026
 14,993
 $
 640,789
 $
 688,680
 $
 2,326,443
 $
 3,146,217

 Our largest customer, Walmart
Inc. (including Sam's Club) accounted for
 34.0
 %,
 34.2
 % and
 29.5
 % of net sales dollars for fiscal
 2024, 2023, and 2022, respectively.

 Note 14 - Stock Compensation Plans

 On
October
2,
2020,
shareholders
approved
the
Amended
and
Restated
Inc.
2012
Omnibus
Long-Term
 Incentive
Plan (the
"LTIP
Plan"). The
purpose of
the LTIP
Plan is
to assist
us and
our subsidiaries
in attracting
and retaining
 selected individuals who are expected to contribute to our long-term success. The maximum number of
shares of Common Stock
for
awards
under
the
LTIP
Plan
is
 2,000,000

of
which
 856,119

remain
for
issuance,
and
may
be
 authorized
but
unissued
or
treasury
shares.
Awards
may
be
granted
under
the
LTIP
Plan
to
any
employee,
any
non-
 employee member of the Company's
Board of Directors, 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 only outstanding awards under
the LTIP Plan are restricted stock awards.
The restricted stock 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
expense
was
$
 4.4

$
 4.2

and
$
 4.1

in
2024,
2023,
and
2022,
 respectively.
 Our unrecognized
compensation expense
as a
result of
non-vested shares
was $
 7.5

million at
2024 and
$
 7.2

million at
 June 3,
2023. The unrecognized
compensation expense
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, May 28, 2022
 317,844
 $
 39.12
 Granted
 84,969
 54.10
 Vested
 ( 98,684)
 38.25
 Forfeited
 ( 9,989)
 39.69
 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

 Note 15 - Income Taxes
 Income tax expense consisted of the following:

 Fiscal year ended
 Current:
 Federal
 $
 83,721
 $
 180,521
 $
 24,228
 State
 9,640
 36,830
 3,670
 93,361
 217,351
 27,898
 Deferred:
 Federal
 ( 7,371)
 19,952
 2,716
 State
 ( 2,301)
 4,515
 2,960
 ( 9,672)
 24,467
 5,676
 $
 83,689
 $
 241,818
 $
 33,574

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

 Deferred tax liabilities:
 Property, plant and equipment
 $
 120,402
 $
 109,590
 Inventories
 29,297
 44,986
 Investment in affiliates
 1,133
 Other
 6,437
 5,702
 Total deferred tax
 157,040
 161,411
 Deferred tax assets:
 Accrued expenses
 3,230
 3,838
 State operating loss carryforwards
 Other comprehensive income
 1,317
 Other
 9,936
 3,966
 Total deferred tax
 14,174
 9,199
 Net deferred tax liabilities
 $
 142,866
 $
 152,212

 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
 $
 75,931
 $
 209,418
 $
 34,907
 State income taxes, net
 5,798
 32,662
 5,237
 Tax exempt
interest income
 —
 —
 ( 9)
 Reversal of outside basis in equity investment - Red River
 —
 —
 ( 7,310)
 Non-taxable remeasurement gain - Red River
 —
 —
 ( 955)
 Other, net
 1,960
 ( 262)
 1,704
 $
 83,689
 $
 241,818
 $
 33,574

 As of
2024,
we had
 no

unrecognized
tax benefits.
Accordingly,
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 16 - Commitments and Contingencies

 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.
d/b/a Wharton; and
Wharton County Foods,
LLC, Cause No. 2020-25427,
in the District Court
 of Harris County,
Texas. The State
of Texas
(the "State") asserted claims based on the
Company's and
WCF's alleged violation
 of
the Texas
Deceptive
Trade
Practices—Consumer
Protection
Act, Tex.
Bus.
& Com.
Code §§
17.41-17.63
("DTPA").
The
 State claimed
that
and
WCF offered
at
excessive
or exorbitant
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
and WCF
appealed
the First
District Court's
decision
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 a
pre-trial order
scheduling pre-trial
proceedings and
tentatively setting
a trial
date for
August 11,
2025.
 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.

 As previously
reported, on
September 25,
2008, the
was named
as one
of several
defendants
in numerous
antitrust
 cases involving
the United
States 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 the Company
and other defendants
 violated Section 1
of the Sherman Act,
15. U.S.C. §
1, by agreeing
to limit the production
of eggs and
thereby illegally to
raise
 the prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs attacked certain features of the
 United Egg Producers animal-welfare guidelines and program used by the
Company and many other egg producers.

 On October 24, 2019,
the Company entered into
a confidential settlement agreement
with The Kellogg Company
dismissing all
 claims against the
Company for an
amount that did
not have a
material impact on
the Company's
financial condition or
 of operations.
On November
11,
2019, a
stipulation
for dismissal
was filed
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

in damages.
If the
jury's
decision
is ultimately
upheld,
the defendants
would
be jointly
and
severally
 liable
for
treble
damages,
or
$
 53.3

subject
to
credit
for
the
Kellogg
settlement
described
above
and
other
 settlements with
previous
settling defendants,
plus the
Egg Product
Plaintiffs'
reasonable
attorneys'
fees. This
decision is
not
 final and
remains subject
defendants' motion
for a
directed verdict
noted below
and appeals
by the
parties. During
our
 second fiscal quarter
of 2024, we
recorded an accrued
expense of $
 19.6

million in selling,
general and
administrative expenses
 in the Company's Condensed Consolidated
Statements of Income and classified as other noncurrent liabilities in the Company's
 Condensed
Consolidated
Balance
Sheets.
The
accrual
represents
our
estimate
of
the
proportional
share
of
the
possible
ultimate
damages
award,
excluding
the
Egg
Product
Plaintiffs'
attorneys'
fees
that
we
would
be
 approximately offset
by the credits
noted above.
We
have entered
into a judgment
allocation and
joint defense
agreement with
 the
other
major
producer
defendant
remaining
in
the
case,
and
are
in
discussions
with
other
defendants
their
 contributions. Our accrual may change in the future
based on the outcome of those discussions. Our accrual
may also be revised
 in whole or in
part in the future
extent we are successful
in further proceedings
in the litigation.
On November 29, 2023,
 the defendants, including the Company, filed a motion for judgment as a matter
of law in their favor, known as a directed
verdict,
 notwithstanding
the
jury's
decision.
The
court
has
not
ruled
on
this motion.
The
intends
to
to
vigorously
 defend the claims asserted by the Egg Products Plaintiffs.
 State of Oklahoma Watershed Pollution
Litigation
 On June
18, 2005,
the State
of Oklahoma
filed suit,
United States
District Court
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
 %
 of the membership
interests of
Benton County Foods,
LLC, which is
an ongoing commercial
shell egg 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
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. The court directed
the parties to confer in
attempt to reach agreement
 on appropriate remedies. On June 12,
2023, the court ordered the parties
to mediate before the retired Tenth
Circuit Chief Judge
 Deanell Reece Tacha.
On October
26, 2023, the
parties filed separate
status reports informing
the court
that the mediation
was
 unsuccessful. Also on October 26,
2023, the defendants filed a post-trial
motion to dismiss and supporting brief
arguing that the
 case should be dismissed due to the state record before the
court, the resulting mootness of the case, and
violation of due process.
 On November
10, 2023,
the State of
Oklahoma filed
its response
in opposition
motion to
dismiss and
on November
17,
 2023,
the
defendants
filed
their
reply.
On
June
26,
2024,
the
district
court
denied
defendants'
motion
to
dismiss.
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
13 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 motion to
 dismiss before
the court, and
uncertainty regarding
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 on
 June 28, 2024
, the
Company acquired
substantially all
the assets
of ISE
America, Inc.
and certain
of its affiliates,
to
their
shell
egg
and
with
a
capacity
at
the
time
of
acquisition
of
 4.7

million laying hens,
 1.0

million cage-free, and
 1.2

million pullets, feed
mills, approximately
 4,000
 acres
of
land,
inventories
and
an
egg
breaking
facility.
The
acquired
also
an
extensive
 distribution
network across the Northeast and Mid-Atlantic states,
and production operations in Maryland, New Jersey, Delaware
 and South Carolina. The purchase price was approximately $

million and was funded with available cash on hand.

 SCHEDULE II - VALUATION
AND QUALIFYING ACCOUNTS
 Fiscal Years
ended June 1, 2024, June 3, 2023, and May 28, 2022
 (in thousands)

 Description
 Balance at
 Beginning of Period
 Charged to Cost
 and Expense
 Write-off
 of Accounts
 Balance at
 End of Period
 Year
ended June 1, 2024
 Allowance for credit losses
 $
 $
 $
 $
 Year
ended June 3, 2023
 Allowance for credit losses
 $
 $
 ( 148)
 $
 $
 Year
ended May 28, 2022
 Allowance for credit losses
 $
 $
 $
 $

 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
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
Act
is
accumulated
and
 communicated to management,
including our principal
executive and principal
financial officers, or
persons performing similar
 functions, as appropriate
to allow
timely decisions regarding
required disclosure. Based
on an
evaluation of
our disclosure controls
 and procedures conducted by our
Chief Executive Officer and Chief
Financial Officer, together with other financial officers, such
 officers concluded that our disclosure controls and procedures
were effective as of June 1, 2024
at the reasonable assurance 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
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 our Board of
Directors,
personnel, to
provide reasonable
regarding the
reliability of
financial reporting
 and the preparation of financial statements for external purposes in accordance
with generally 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
with
Rule
13a-15(c)
Act
and
participation
of
our
 Chief
Executive
Officer
and
Chief
Officer,
together
with
other
officers,
evaluated
the
 effectiveness
of
our
over
as
of
June
1,
2024. 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
financial reporting
as of June
1, 2024
is effective.
It is
 noted
that
over
cannot
provide
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
financial reporting
as of June
1, 2024,
 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
over
as June
1, 2024,
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 23, 2024 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
and Subsidiaries in accordance
with
 the
U.S.
federal
securities
laws and
the
rules
and
Securities and
Commission
and
the
 PCAOB.
 We
conducted
our
audit in
with
the
of
the
PCOAB. Those
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
obtaining
an understanding
of internal
over
reporting,
assessing the
risk
that
a
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
United States
of America.
An entities'
internal control
over financial
 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
accepted
United States
of America,
and
that receipts
and
expenditures
entities are
being
made only
in
with
authorizations
of
and
directors
of
the
entities;
and
(3)
provide
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
June
1,
2024,
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 June
1, 2024,
that has
affected,
or is
likely to
affect,
our
 financial reporting.

 ITEM 9B.
OTHER INFORMATION

 On July 23,
2024, our Board
of Directors ("Board")
approved and adopted,
effective as of
July 23,
2024, the Company's Amended
 and Restated Bylaws (as amended and restated, the "Bylaws"). The amendments to
the Bylaws, among other things:

 Modify the Bylaws to
more closely align with
the current Delaware General
Corporation Law (the "DGCL")
and current
 practices,
provisions
to
meetings
held
by
remote
communications,
accessing
the
stockholder
list,
 providing for consents,
notices and other
communications by means
of electronic transmission, addressing
uncertificated
 shares, adding
that a determination
whether indemnification
is proper
may also
be made
by a
committee of
non-party
 directors even though less than a
quorum, and deleting the requirement for an
"Annual Statement" at the annual meeting
 of stockholders.

 Add
the
Chairman
of
the
Board
as
a
person
entitled
to
call
a
special
meeting
of
stockholders
and
specify
that
the
 Chairman of the Board, or such other person designated by him or the
Board, will preside at stockholders' meetings.

 Amend Article VII
to make
advancement of expenses
(including attorneys' fees)
incurred by current
and former directors
 and
officers
in
defending
actions,
suits
or
proceedings
against
them
mandatory
(subject
to
their
delivery
of
an
 undertaking to
repay if it
is ultimately determined
that they are
not entitled to
be indemnified),
and to provide
that the
 indemnification and expense advancement rights in the
bylaws are not the exclusive means by which a person could be
 entitled to such rights.

 Add new Article
VIII to provide
that, unless the
Company consents in
writing to the
selection of an
alternative forum,
 the Court of Chancery
of the State of
Delaware (or if such
court does not have
subject matter jurisdiction
another state
 or federal court (as appropriate) located within the State
of Delaware) shall, to the fullest extent permitted by
law, be the
 sole and exclusive
forum for (i) any
derivative action or
proceeding brought on
behalf of the Company;
(ii) any action
 asserting a
claim of
breach of
a fiduciary
duty owed
by any
current or
former director,
officer
or other
employee, or
 stockholder of the Company to
the Company or its stockholders, creditors
or other constituents; (iii) any
action asserting
 a claim against the
Company or any current
or former director, officer, employee, or stockholder of the
Company arising
 pursuant to any provision of the DGCL or
the certificate of incorporation or the bylaws (as they may be amended and/or
 restated
from
time
to
time)
or
as
to
which
the
DGCL
confers
jurisdiction
on
the
Court
of
Chancery
of
the
State
of
 Delaware; or (iv) any action asserting a claim
governed by the internal affairs doctrine. A stockholder bringing any such
 action will
be deemed
to have
consented to
the personal
jurisdiction of
the state
and federal
courts located
within the
 State of Delaware and to service
of process on such stockholder's
counsel in such action as agent for
such stockholder.
 To the fullest extent permitted
by law, any person or entity purchasing
or otherwise acquiring or holding any interest in
of
stock
of
the
shall
be
deemed
to
have
notice
of
and
consented
to
the
provisions
of
this
 paragraph.
 In
other
technical,
ministerial,
clarifying
and
conforming
changes
were
made
to
the
Bylaws.
The
foregoing
 description of the
amendments to
the Company's Bylaws is
not intended to
be complete and
is qualified in
all respects
by reference
 to the text of the Bylaws,
a copy of which is filed
as Exhibit 3.2 to this Annual
Report on Form 10-K and
is incorporated herein
 by reference.
 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 2024 Annual
Meeting of Shareholders.

 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:
 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
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 2024
 Annual Meeting of Shareholders.

 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 2024
Annual Meeting of Shareholders.

 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 the
Securities
 Exchange Act of 1934 in connection with our 2024 Annual Meeting of Shareholders.

 ITEM 14.
PRINCIPAL ACCOUNT
ANT 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
Act
of
1934
in
 connection with our 2024 Annual Meeting of Shareholders.

 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 subsidiaries are included in Item
 8 and are filed herewith:

 Report of Independent Registered Public Accounting Firm

(PCAOB
 5348
)
 Consolidated Balance Sheets – June 1, 2024 and June 3, 2023
 Consolidated Statements of Income – Fiscal Years Ended June 1, 2024, June 3, 2023, and May 28, 2022
 Consolidated Statements of Comprehensive Income – Fiscal Years Ended June 1, 2024, June 3, 2023, and May 28,
 2022
 Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended June 1, 2024, June 3,
 2023, and May 28, 2022
 Consolidated Statements of Cash Flows for the Fiscal Years Ended June 1, 2024, June 3, 2023, and May 28, 2022
 Notes to Consolidated Financial Statements
 (a)(2)
Financial Statement Schedule
 Schedule II – Valuation and Qualifying Accounts
 All other 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
 3.1
 Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
 Exhibit 3.1 in the Registrant's Form 8-K, filed July 20, 2018)
 3.2**
 Amended and Restated Bylaws of the Registrant
 4.1**
 Description of Registrant's Securities Registered Under Section 12 of the Exchange Act
 10.1
 Agreement Regarding Common Stock, including Registration Rights Exhibit (attached) (incorporated by
 reference to Exhibit 10.1 to the Registrant's Form 8-K, filed June 5, 2018)
 10.2*
 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)
 10.3
 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)
 10.4
 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 Company's Form 10K filed July 25, 2023)
 10.5*
 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)
 10.6*
 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)
 10.7*
 Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by
 reference to Exhibit 10.1 to the Company's Form 8-K filed October 2, 2020)
 10.8*
 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 Company's Form 10K filed July 19,
 2022)
 10.9*
 Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1
 to the Company's Form 8-K filed March 27, 2023)
 10.10*
 Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to the
 Company's Form 8-K filed March 27, 2023)
 19.1**
 Insider Trading Policy
 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
 97**
 Incentive-Based Compensation Recovery Policy
 101.SCH***+
Extension Schema Document

 101.CAL***+
Extension Calculation Linkbase Document
 101.DEF***+
Extension Definition Linkbase Document
 101.LAB***+
Extension Label Linkbase Document
 101.PRE***+
Extension Presentation Linkbase Document
in Exhibit 101)
 *
Management contract or compensatory plan or arrangement
 **
Filed herewith as an Exhibit
 ***
Furnished herewith as an Exhibit

Submitted electronically with this Annual Report on Form 10-K
 (c)
Financial Statement Schedules Required by Regulation S-X
 The financial statement schedule required by Regulation S-X is filed at page 62. All other schedules for which provision is made
applicable accounting regulations
Securities and
Exchange Commission are
not required
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

 Letitia C. Hughes

 /s/
James E. Poole

 James E. Poole

 /s/
Steve W. Sanders

 Steve W. Sanders

 /s/
Camille S. Young

 Camille S. Young