CAL-MAINE FOODS INC

Except as set

forth below,

there have been

no material changes

in the risk

factors previously disclosed

in the Company’s

Annual Report.

Provisions of

our certificate

of incorporation,

bylaws, and

Delaware law

may make

an acquisition

of us

or a

change in

our management more difficult.

Certain

provisions of

our certificate

of

incorporation and

bylaws could

discourage, delay

or

prevent a

merger,

acquisition or

other change

in control

that stockholders may

consider favorable,

including transactions

in which

an investor

might otherwise

receive a premium for

its shares. These provisions

also could limit the

price that investors might

be willing to pay

in the future

for

shares

of

our

Common

Stock,

thereby

depressing

the

market

price

of

our

Common

Stock.

Stockholders

who

wish

to

participate in these transactions may not

have the opportunity to do

so. Furthermore, these provisions could prevent or

frustrate

attempts by our stockholders to replace or remove our management. These provisions:

●

provide for the

division of the

Board into three

classes as nearly

equal in size as

practicable with staggered three-year

terms and limit the removal of directors and the filling of vacancies;

●

authorize our Board to set the

terms of and issue preferred stock, without

stockholder approval, that could be issued to

persons friendly to management

or could operate as

a “poison pill” to

dilute the stock ownership

of a potential hostile

acquirer to prevent an acquisition that is not approved by our Board;

●

prohibit stockholder action by written consent;

●

●

establish advance notice

requirements for stockholder

nominations to our

Board or for

stockholder proposals that

can

be acted on at stockholder meetings; and

●

require the

approval of

the holders

of

at

least 66-2/3%

of

the voting

power of

all then

outstanding shares

of capital

stock of the Company entitled to vote generally in the election of directors, voting together as a single class, in order to

amend our certificate of incorporation and bylaws.

In addition,

we are

governed by

the provisions

of Section

203 of

the Delaware

General Corporation

Law,

which may,

unless

certain criteria

are met,

prohibit large

stockholders, in

particular those

owning 15%

or more

of our

outstanding voting

stock,

from merging or combining with us for a prescribed period of time.

The potential loss, or loss, of controlled company status could disrupt our business.

Our Company has been

controlled by members of

the family of our

founder, Fred

R. Adams, Jr.

since its founding and

since it

became

a

public

company.

As

previously

disclosed,

family

members

have

informed

the

Company

that

they

are

interested

in diversifying

their respective

portfolios,

including through

the

potential sale

of

all

or

a

portion

of

their

equity

interests

in

the

Company

(the

“Potential

Portfolio

Diversification”),

which

could

involve

the

of

all

of

the

Class

A

Common

Stock.

Such

a

would

result

in

the

family

no

longer

controlling

a

of

the

voting

power

of

our

equity

securities

and

in

our

Company

ceasing

to

be

a

“controlled

company”

under

Nasdaq

rules. Adolphus B. Baker,

Board Chair and a family

member, has indicated

that he is willing to

serve as executive Board Chair

at least

through

our 2027

annual meeting

of stockholders.

The effect

of the

loss of

controlled company

status on

the trading

price of our Common Stock and on our business is uncertain, including our ability to retain and hire key personnel and maintain

with

customers and

suppliers, and

on

our

results. In

addition, our

may

be

more

likely

to

be

disrupted by persons seeking

to influence or effect

a change of control,

change of management or

change in governance of

our

Company. Any such disruptions to our business could have a material adverse effect on our operations and financial results.

Index

Sales of substantial amounts of our Common Stock in

the public markets, or the perception that

such sales might occur,

could cause the trading price of our Common Stock to decline.

Sales of a substantial number of shares of

our Common Stock into the public markets in

connection with the Potential Portfolio

Diversification, or the perception that such sales might occur, could cause the trading price of our Common Stock to decline.

The recent

high market

prices for

eggs, primarily caused

by the

HPAI-related

reduction in

supply,

has led

to pressure

from

to

change

long-standing

market-based

pricing

frameworks

and/or

otherwise

reduce

the

price

of

our

eggs. A

change

in

our

sales

arrangements

with

key

could

have

a

adverse

effect

on

our

revenues,

gross

profits

and

net

income.

Other

to

high

egg

prices,

by

state

or

federal

agencies, may also adversely impact our business.

Market prices for wholesale shell eggs have been volatile

and cyclical over time. Market prices for eggs

tend to increase during

and following outbreaks

of agricultural diseases

in the

egg industry

that reduce the

supply of

eggs, which has

occurred during

the current

HPAI

outbreak, until

the supply

and demand

balance is

restored. Many

of our

sales arrangements

with customers,

particularly for conventional eggs, are based on formulas that take into account, in varying ways, independently quoted regional

wholesale market prices

for eggs. The

recent high market

prices for eggs

have led to

pressure from customers

to change

long-

standing market-based pricing frameworks and/or otherwise

reduce the price of our

eggs. To

remain competitive and retain our

and

gain

new

ones,

we

must

consider

our

and

the

and

of

competitors.

A

change

in

our

sales

arrangements

with

key

could

have

a

adverse

effect

on

our

revenues and gross profits.

Other

to

high

egg

prices

may

also

adversely

impact

our

business.

On

26,

2025,

the

U.S.

Secretary

of

Agriculture announced

a $1

billion-dollar comprehensive

strategy to

curb HPAI,

protect the

U.S. poultry

industry,

and lower

egg prices. The Secretary’s

five-pronged strategy includes an additional $500

million for biosecurity measures, $400 million

in

financial relief for affected

farmers, and $100 million

for vaccine research, actions

to reduce regulatory burdens,

and exploring

temporary

egg

import

options.

As

disclosed

elsewhere

herein,

in

March

2025,

we

received

a

civil

investigative

demand

in

connection with a widely publicized investigation

by the Antitrust Division of

the Department of Justice into

the causes behind

nationwide increases

in egg

prices. In

addition, persistent

high egg

prices during

the peak

of the

current HPAI

outbreak may

have caused

and may

in the

future cause

some consumers

to purchase

fewer eggs.

Such persistent

high-price cycles

may also

attention

on

the

egg

industry

by

state

and

federal

agencies,

which

may

lead

to

investigations or related

activities. The potential impacts

of these reactions

on our business

are unclear,

unpredictable and may

divert our resources and attention from our core business activities, and they may have an adverse effect that could be material.

For

information,

see,

in

this

report,

Part

I.

Item

Notes

to

the

Note 10 -

Commitments and Contingencies

and Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results

of

Operations –

HPAI.

See

also the

following risk

factors in

Item IA.

in our

2024 Annual

Report:

“Market prices

of

wholesale shell eggs are

volatile, and decreases in

these prices can adversely impact our revenues

and profits.”; “Agricultural

risks, including outbreaks of avian diseases such as HPAI,

have harmed and in the future could harm our business.”

Current and

future

litigation and

other legal

matters could

expose us

to significant

liabilities and

adversely affect

our

business reputation.

We

and

certain of

our

subsidiaries are

involved in

various legal

other

legal matters.

Litigation, government

investigations and

other legal

matters are

inherently unpredictable,

and although

we believe

we have

meaningful defenses

in

these matters,

we may

incur liabilities

due to

adverse judgments

or enter

into settlements

of claims

that could

have a

adverse effect

on our