CALM

CAL-MAINE FOODS INC

NASDAQ · CONSUMER STAPLES · AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES

61.72

−0.32 −0.52%

USD · close Oct 20

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MKT CAP $2.9BP/E 9.4DIV YIELD 3.96%FCF YIELD 11.35%REV TTM $2.9B −31.7%NET INCOME $316.7M −74.0%NET CASH $104.9M52W 61.72 – 93.50SEC XBRL · TTM TO Invalid Date

How CALM rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026

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Risk Factors and to the information set forth in the section of Part I immediately preceding Item 1 above under the caption “ Forward-Looking Statements .” COMPANY OVERVIEW Cal -Maine Foods, Inc.
(“Cal -Maine Foods,” the “Company,” “we,” “us,” “our”) is the largest egg company in the U.S. and a leading player in the egg-based food industry, headquartered in Ridgeland, Mississippi.
With a strong national footprint, Cal- Maine Foods provides nutritious, affordable, and sustainable protein to millions of households every day.
In fiscal 2026, we sold approximately 1.2 billion dozen shell eggs.
Our total flock as of May 30, 2026 of approximately 50.0 million layers and 14.5 million pullets and breeders is the largest in the U.S.
The Company’s shell egg portfolio spans the full egg value ladder —from conventional to specialty, including cage-free, nutritionally enhanced, organic, brown, pasture -raised, and free-range eggs— serving both retail and foodservice customers nationwide.
Cal -Maine Foods also participates in the growing prepared foods sector, with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles, and specialty wraps.
Our branded portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s®, MeadowCreek Foods®, and Crepini®.
We sell our products to a diverse group of customers, including national and regional grocery store chains, club stores, companies servicing independent supermarkets in the U.S., and foodservice distributors serving restaurants, convenience stores, healthcare and education facilities, and hotels throughout the majority of the U.S. and aim to maintain efficient, state -of-the-art operations located close to our customers.
Our strategy includes three primary priorities: expanding specialty shell eggs and prepared foods, pursuing disciplined growth through acquisitions and leveraging our scale, vertical integration, operational excellence and financial strength.
Throughout our history, we have acquired other businesses in our industry.
Since 1989, we have acquired and integrated 28 businesses, and within the last 2 fiscal years, we have made various acquisitions aimed at furthering our growth strategy.
For further discussion of our acquisitions, refer to Part I.
The fiscal years 2026, 2025 and 2024 each included 52 weeks.
All references herein to a fiscal year means our fiscal year and all references to a year mean a calendar year.
Our operating results are materially impacted by market prices for eggs and feed grains (corn and soybean meal), which are highly volatile, independent of each other, and out of our control.
Generally, higher market prices for eggs have a positive impact on our financial results while higher market prices for feed grains have a negative impact on our financial results.
Our pricing for shell eggs is negotiated with our customers on individual terms.
We sell our shell eggs at prices based on formulas that take into account, in varying ways, one of the independently quoted regional wholesale market prices for shell eggs, our costs of production, such as grain-based and variations of cost-plus arrangements, or hybrid models including cost of production and wholesale market prices.
Almost all of our conventional shell eggs are priced and sold under market -based pricing frameworks or the hybrid models described above, split almost evenly between such frameworks.
The majority of our specialty shell eggs are priced and sold under frameworks that are based on cost of production, although we do have some customers that prefer market -based pricing for cage- free eggs.
As a result, specialty shell egg prices typically do not fluctuate as much as conventional shell egg prices.
We do not sell eggs directly to consumers or set the prices at which eggs are sold to consumers.
Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer months.
Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during the spring and early summer.
Historically, shell egg prices tend to increase with the start of the school year and tend to be highest prior to holiday periods, particularly Thanksgiving, Christmas and Easter.
As a result, we have historically experienced, and may experience in the future, lower shell egg selling prices, sales volumes and shell egg sales (and have incurred, and may incur in the future, net losses) in our first and fourth fiscal quarters ending in August/September and May/June, respectively.
Becaus e of the seasonal and quarterly fluctuations, comparisons of our sales and operating results between different quarters within a single fiscal year are not necessarily meaningful comparisons.
Our industry has been greatly impacted by several outbreaks of HPAI in recent years.
Following the HPAI outbreaks in 2015, there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks until February through December 2022.
Since 2023, outbreaks of HPAI have continued to occur in U.S. poultry flocks.
In 2024 and 2025, 40.2 million and 45.2 million commercial layer hens and pullets were depopu lated due to HPAI, respectively.
To date in 2026, through July 20, 2026, 19.2 million layer hens and pullets have been depopulated due to HPAI.
An important competitive advantage for Cal -Maine Foods is our ability to meet our customers’ evolving needs with a favorable mix of branded and private -label products of conventional and specialty shell eggs, including cage-free, nutritionally enhanced, organic, brown, pasture -raised and free-range eggs, as well as prepared foods and egg products.
The Company previously operated as one operating and one reportable segment.
Effective in the fourth quarter of fiscal 2026, the Company determined its operations are organized into three reportable operating segments: (1) Conventional Shell Eggs; (2) Specialty Shell Eggs; and (3) Prepared Foods.
As we have expanded our prepared foods product offerings throughout fiscal 2026, these operating segments align with how the Company’s management reviews operating results and makes decisions about resource allocation and strategic initiatives.
All prior fiscal year periods have been recast to reflect the new reportable segments .
For further information on our reportable segments, see Note 15 – Segment Reporting in Part II.
EXECUTIVE OVERVIEW For fiscal 2026, we recognized net sales of $2.9 billion and net income of $316.7 million.

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At July 11, 2025, there were approximately 230 record holders of our Common Stock and approximately 97,658 beneficial owners whose shares were held by nominees or broker dealers.
For additional information about our capital structure and the conversion of our Class A Common Stock into Common Stock, see Note 11 - Equity in Part II.
Notes to the Consolidated Financial Statements and Exhibit 4.1 to this report.
Dividends Cal-Maine has a variable dividend policy adopted by the Board.
Pursuant to the policy, Cal-Maine pays a dividend to stockholders of its Common Stock (and, when it was outstanding, Class A Common Stock) on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. computed in accordance with generally accepted accounting principles (“GAAP”) in the U.S., in an amount equal to one-third (1/3) of such quarterly net income.
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 last quarter for which a dividend was paid.
Under the Company's Credit Facility, dividends are restricted to the amount permitted under the Company’s current dividend policy, and may not be paid if a default exists or will arise after giving effect to the dividend or if the sum of cash and cash equivalents of the Company and its subsidiaries plus availability under the Credit Facility equals less than $50 million.
Stock Performance Graph The Company utilized the (i) Russell 2000 Total Return, and (ii) S&P Composite 1500 Food Products Industry Index to benchmark the Company’s total shareholder return.
The Company is a member of each of these indexes and believes the other companies included in these indexes provide products and services similar to Cal-Maine Foods.
The graph presents total shareholder return and assumes $100 was invested on May 29, 2020 in the stock or index and dividends were reinvested.
May 29, 2020 May 28, 2021 May 27, 2022 June 2, 2023 May 31, 2024 May 30, 2025 Cal-Maine Foods, Inc. $ 100.00 $ 78.41 $ 108.43 $ 117.77 $ 158.30 $ 264.77 Russell 2000 Total Return 100.00 164.56 138.45 136.40 156.55 158.40 S&P Composite 1500 Food Products Industry Index 100.00 124.39 133.27 140.76 128.16 118.82 Issuer Purchases of Equity Securities The following table is a summary of our fourth quarter 2025 shares repurchases: Issuer Purchases of Equity Securities Total Number of Maximum Approximate Shares Purchased Dollar Value of Total Number Average as Part of Publicly Shares that May Yet of Shares Price Paid Announced Plans Be Purchased Under Period Purchased per Share or Programs the Plans or Programs (a) 3/02/25 to 3/29/25 — $ — — $ — 3/30/25 to 4/26/25 551,876 90.60 551,876 450,000,034 4/27/25 to 5/31/25 — — — — 551,876 $ — 551,876 $ 450,000,034 (a) On February 25, 2025, the Company announced a $500 million share repurchase program.
The share repurchase program authorizes the Company, in management’s discretion, to repurchase shares of Common Stock from time to time for an aggregate purchase price up to $500 million (exclusive of any fees, taxes, commissions or other expenses related to such repurchases), subject to market conditions and other factors.
The share repurchase program does not obligate the Company to repurchase any specific amount of shares, does not have an expiration date, and may be suspended, modified or discontinued at any time without prior notice.
For additional information regarding the shares repurchased under the program during the fourth quarter of 2025, see Note 11 - Equity in Part II.
Recent Sales of Unregistered Securities Except as previously disclosed relating to the issuance of Common Stock upon conversion of the Class A Common Stock, no sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 31, 2025.
Securities Authorized for Issuance under Equity Compensation Plans Equity Compensation Plan Information (a) (b) (c) Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity compensation plans approved by stockholders — $ — 813,298 Equity compensation plans not approved by stockholders — — — Total — $ — 813,298 (a) There were no outstanding options, warrants or rights as of May 31, 2025.
There were 212,717 shares of restricted stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 31, 2025.
(b) There were no outstanding options, warrants or rights as of May 31, 2025.
(c) Reflects shares available for future issuance as of May 31, 2025 under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RISK FACTORS; FORWARD -LOOKING STATEMENTS For information relating to important risks and uncertainties that could materially adversely affect our business, securities, financial condition, operating results, or cash flow, reference is made to the disclosure set forth under Part I.
Risk Factors and to the information 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, including conventional, cage-free, organic, brown, free-range, pasture-raised and nutritionally-enhanced eggs, as well as egg products and a variety of prepared foods.
The fiscal years 2025 and 2024 included 52 weeks and fiscal year 2023 included 53 weeks.
The Company, which is headquartered in Ridgeland, Mississippi, is the largest producer and distributor of fresh shell eggs in the United States (“U.S”).
In fiscal 2025, we sold approximately 1.3 billion dozen shell eggs, which we believe represented approximately 24% of domestic shell egg consumption.
Our total flock as of May 31, 2025 of approximately 48.3 million layers and 11.5 million pullets and breeders is the largest in the U.S.
We sell most of our shell eggs to a diverse group of customers, including national and regional grocery store chains, club stores, 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 operating and one reportable segment, which is the production, packaging, marketing and distribution of shell eggs, egg products and prepared foods.
Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs.
We have recently expanded our prepared foods product offerings, as described in this report.
ACQUISITIONS During the first quarter of fiscal 2025, we acquired substantially all the commercial shell egg production, processing and egg products breaking assets of ISE America, Inc. and certain of its affiliates (“ISE”).
These production assets are our first in Maryland, New Jersey and Delaware.
We believe this acquisition provides us with an opportunity to significantly enhance our market reach in the Northeast and Mid-Atlantic states.
During the second quarter of fiscal 2025, we completed a strategic investment with Crepini LLC, establishing a new egg products and prepared foods venture.
Crepini LLC, founded in 2007, grew its brand throughout the U.S. and Mexico featuring egg wraps, protein pancakes, crepes, and wrap-ups, which are sold online and in over 3,500 retail stores.
We capitalized Crepini with approximately $6.75 million in cash to purchase additional equipment and other assets and fund working capital in exchange for a 51% interest in the new venture.
Crepini LLC contributed its existing assets and business in exchange for a 49% interest in the new venture.
In fiscal 2022, we announced a strategic investment in a new entity, MeadowCreek Food, LLC (“MeadowCreek”), which became a majority-owned subsidiary of the Company.
During the fourth quarter of fiscal 2023, MeadowCreek began operations with a focus on being a leading provider of hard-cooked eggs.
During the second quarter of fiscal 2025, we acquired the remaining ownership interests in MeadowCreek and it became a wholly-owned subsidiary of the Company.
During the third quarter of fiscal 2025, we acquired certain assets of Deal-Rite Foods, Inc. and certain of its affiliates (“Deal- Rite”).

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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