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CAL-MAINE FOODS INC

For the period ended Jun 1, 2024. Filed Jul 23, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Jul 23, 2024

CALM$68.83+6.5%Stored close · as of Nov 9, 2026

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Part IV

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:

(PCAOB

)

Consolidated Statements of Changes in Stockholders' Equity 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,

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

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101)

Management contract or compensatory plan or arrangement

Filed herewith as an Exhibit

Furnished herewith as an Exhibit

†

Submitted electronically with this Annual Report on Form 10-K

(c)

Financial Statement Schedules Required by Regulation S-X

The financial statement schedule required by Regulation S-X is filed at page 62. All other schedules for which provision is made

in the

applicable accounting regulations

of the

Exchange Commission are

not required

related instructions

or are inapplicable and therefore have been omitted.

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