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CAL-MAINE FOODS INC

For the period ended May 31, 2025. Filed Jul 22, 2025.

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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.

FY2025 · Filed Jul 22, 2025

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 its subsidiaries are

included in

(PCAOB

)

3, 2023

Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended May 31, 2025, June 1,

2024, and June 3, 2023

Notes to Consolidated Financial Statements

(a)(2)

Financial Statement Schedule

All schedules are

omitted either because

they are not

applicable or required, or

because the required

information is included

in

the financial statements or notes thereto.

(a)(3)

Exhibits Required by Item 601 of Regulation S-K

See Part (b) of this Item 15.

(b)

Exhibits Required by Item 601 of Regulation S-K

The following exhibits are filed herewith or incorporated by reference:

Exhibit

Number

Exhibit

2.1

Echo Lake Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q, filed

April 8, 2025)

3.1

Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to

Exhibit 4.1 in the Registrant’s Form S-3, filed April 15, 2025, Registration No. 333-286548)

3.2

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's

Form 8-K, filed March 27, 2025)

4.1

Description of Registrant's Securities Registered Under Section 12 of the Exchange Act

10.1

Amended and Restated Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the

Guarantors, BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to

Exhibit 10.1 in the Registrant's Form 8-K, filed November 19, 2021)

10.2

First Amendment to Credit Agreement, dated May 26, 2023, among Cal-Maine Foods, Inc., the Guarantors,

BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.5

to the Registrant's Form 10-K filed July 25, 2023)

10.3

Second Amendment entered into as of March 25, 2025 to Amended and Restated Credit Agreement between

Cal-Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative agent and the

lenders party thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed March 27,

10.4

Agreement Regarding Conversion dated February 25, 2025 by and among Cal-Maine Foods, Inc. DLNL, LLC,

and each member of DLNL, LLC (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K,

filed February 25, 2025)

10.5*

Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 99.2 to

the Registrant’s Form 8-K, filed March 27, 2025)

10.6*

Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to

Exhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012)

10.7*

Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by

reference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012)

10.8*

Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by

reference to Exhibit 10.1 to the Registrant’s Form 8-K filed October 2, 2020)

10.9*

Amendment No. 1 to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive

Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed March 27, 2025)

10.10*

Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-

Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10K filed July 19,

10.11*

Form of Performance Share Unit Awards (incorporated by reference to Exhibit 10.7 to the Registrant’s Form

10-Q, filed April 8, 2025)

10.12*

Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.6 to the

Registrant’s Form 10-Q, filed April 8, 2025)

10.13*

Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1

to the Registrant’s Form 8-K filed March 27, 2023)

10.14*

Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to the

Registrant’s Form 8-K filed March 27, 2023)

10.15*

Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in the

Registrant's Form 8-K, filed November 19, 2021)

19.1

Insider Trading Policy (incorporated by reference to Exhibit 19.1 in the Registrant's Form 10-K, filed July 23,

21

Subsidiaries of the Registrant

23.1

Consent of FROST, PLLC

31.1

Rule 13a-14(a) Certification of Chief Executive Officer

31.2

Rule 13a-14(a) Certification of Chief Financial Officer

32*

Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer

Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Registrant's

Form 10-K, filed July 23, 2024)

101.SCH***+

Inline XBRL Taxonomy Extension Schema Document

101.CAL***+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE***+

Inline XBRL Taxonomy 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

All schedules for which provision is made in

the applicable accounting regulations of the Securities and Exchange Commission

are not required under the related instructions or are inapplicable and therefore have been omitted.

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