CAL-MAINE FOODS INC

Overview

We

are the

largest

egg company

States

(“U.S.”)

and a

leading

player in

the egg-based

food

We

strive to

be

the

leading

-driven

provider

of

nutritious,

affordable,

and

sustainable

eggs

and

foods

that

fit

today's

lifestyles.

Our

vision

is to

ensure

that

healthy,

food

choices

are accessible

to every

household,

every

day.

We

sell most

of our

much

of the

aim to

efficient,

state

located

close to our customers.

We were founded

in 1957

and

are headquartered

The

shell

egg

spans

the

full

egg

value

ladder

—from

to

brown,

pasture

-raised,

and

eggs—serving

both

retail

and

nationwide.

Cal

-Maine

Foods

also

participates

in

the

growing

foods

sector,

with

such

as

egg

folded

and

egg

hard

-cooked

eggs,

and

wraps.

Our

branded

Best®,

Land O’Lakes®,

Eggs®,

4Grain®,

Van’s®,

and

When

we use

“we,”

“us,” “our,”

“Cal

-Maine Foods,”

or the

“Company”

in this report, we

mean

Cal

its

subsidiaries, unless

otherwise indicated

or the context

otherwise requires.

-end is

on the Saturday

closest to May 31. Our fiscal year 2026 ended

May 30, 2026, and

the first three

of fiscal 2026 ended

August 30, 2025, November

29, 2025, and

February 28, 2026. All references herein

to a fiscal

year

means

and

all references to

a year

mean

a calendar

year.

and Reportable

We

previously managed

our business as one operating

and

one reportable segment.

in the fourth

2026,

we

revised our

internal reporting

to

change

the manner

we manage

which reflects

a focus

on managing

based

on

our

product

categories

rather

than

on

a

basis.

As a

result,

we

three

segments: Conventional

Shell Eggs,

Shell Eggs, and

Prepared Foods.

Our remaining

,

which include co-pack

shell eggs, egg products,

hard

-cooked eggs and other business

activities, are not reportable

segments, as defined

by the applicable

standard

.

The

Shell

Eggs

segment

of

the

and

sold as conventional

shell eggs, which includes our

brands

and

Sunny Meadow®.

The Specialty

segment

of the production,

packaging, marketing

of shell eggs sold as cage

-free, nutritionally

enhanced

,

organic, brown, pasture

eggs. This segment

Eggs

® and

branded

products from

our

cooperative

membership

in

Best,

Inc. which includes

Best®

and

Land O’ Lakes®

branded

eggs

.

Foods

The

Foods

segment

of the

and

of

foods product

such as

egg formats

,

waffles

and

wraps. This segment

Van

’s®

and

All

prior

fiscal

year

periods

have

been

recast

to

reflect

the

For

the

change

to

our

segments,

see

Note 15 – Segment Reporting

in

Item

to

Growth

Strategy

Cal

-Maine Foods’

growth

is focused

on building

a diversified

food

platform

that

extends beyond

shell eggs and enhances

earnings profile and

resilience across market

cycles. The Company

intends

to leverage

its market

position, vertically

integrated operations,

strong balance

sheet, and longstanding

customer relationships

to

pursue opportunities

that

drive sustainable

growth, expand

margins, and

diversify its revenue

streams.

growth initiatives include increasing

the proportion of specialty shell

eggs in its sales mix, expanding

its prepared

foods

and

egg

strengthening

and

extending

its

of

branded

and

pursuing

strategic

and

organic

that

complement

its existing

capabilities.

Within

its

the

Company

employs

a

balanced

pricing

that

combines

market

-based

and

structured

pricing

to

participate

in

favorable

pricing environments while enhancing

earnings visibility and

cash flow stability over time.

also

continues

to

invest

in

biosecurity,

productivity

initiatives,

and

vertical

integration

to

reinforce

cost

leadership

and

supply

reliability

and

seeks

to

expand

its

geographic

presence

and

through

disciplined

capital

and

that

enhance

its production,

distribution, and

capabilities.

The

Company

has

multiple

underway

for

its

Foods

segment.

At

Echo

Lakes

Foods

facilities, the Company

has a network optimization

and capacity

expansion project

underway,

to add 17 million

pounds

of annual

by

mid-to-late-fiscal

2027,

as

well

as a

high-speed

pancake

line project,

to

add

an

million

pounds

of

annual

through

early-to-mid-fiscal

In

the

joint venture,

Crepini

Foods,

is investing

in new

and line

installations

that is

to add

18 million

pounds of additional

capacity gradually over the next 12 to 18 months with expected completion

by early-to-mid fiscal

2028. In

total, these

planned

to grow Cal

-Maine’s

by more than 30

percent

from

mid-2027

through 2028.

believes that

the combination

and

shell eggs, prepared

foods,

and branded

offerings creates

a more balanced

and diversified business model that

is better positioned to serve evolving

consumer preferences

and

needs.

Through

these initiatives,

the

Company

seeks to increase

its normalized

power

and

create

long-

term value

for its customers

and

shareholders.

Throughout

our

history,

we

have

other

in

our

Since

1989,

we

have

and

businesses.

Within the

last two fiscal

years, we

have

made

the following significant acquisitions.

May 12,

2026, we acquired

certain

assets of

the Van’s

Foods

(“Van

’s”) business

of Sara

Lee Frozen

Bakery,

LLC

for

$24.8 million.

The assets acquired

to help support our

to diversify our

business model,

grow

in prepared

foods

business-to-retail, and

deliver greater value

supply chain.

March 2, 2026, we acquired the shell egg, egg products, and

assets of Creighton Brothers LLC, including

Crystal Lake LLC (“Creighton”),

$129.3 million. The acquired

assets include commercial

and grading with capacity

3.2 million layers, including 500 thousand

cage-free layers, and 865 thousand

pullets,

a feed

mill,

and

1,007

land, as

well

as

an

and

hard

-cooked

egg processing

located

near

Warsaw,

Indiana.

The transaction

expands the geographic scale of our shell egg platform

while also adding nearby

liquid egg capacity

that

we believe

will strengthen

our integrated

value

chain.

October

10,

2025,

we

certain

assets

of

Clean

Egg,

LLC

(“Clean

Egg”)

based

in

Langwood,

Texas,

for

$23.7 million.

The assets acquired

included 677

brown cage-free and

free-range layers

,

and

other inventory,

and

related

to its contract

and

egg processing business.

June 2, 2025,

we acquired

certain

related companies

(collectively

“Echo Lake Foods”)

for

$289.5

Echo

Lake

Foods

is

based

in

Burlington,

Wisconsin

and

produces,

packages,

markets

and

distributes

egg formats,

pancakes

and waffles.

The acquisition

has expanded

our prepared foods

product line and customer

base. Our previously

announced

projects to increase

efficiency

and

expand

are ongoing and

to continue

mid to late

fiscal 2027.

During

the third

quarter

2025,

we

certain

assets

of Deal

-Rite

Foods,

Inc.

and

certain

of its

(“Deal-

Rite”). The

included two

feed mills,

storage facilities,

usable

grain, vehicles,

related

and a retail feed

sales

located

in North

assets

will

produce

and

deliver

feed

to our

nearby

During the second

quarter of fiscal 2025, we

a strategic investment

with Crepini LLC, establishing a new egg products

foods venture.

Crepini LLC, founded

in 2007, grew its

brand throughout

the U.S. and

Mexico featuring

egg wraps,

protein

crepes, and

wrap-ups, which

are

sold online

and

in over 3,500

retail stores.

The

combined

entity,

located

in

Hopewell

Junction,

New York,

operates

as Crepini

Foods LLC

(“Crepini”).

We

capitalized

Crepini

with

$6.75

cash to purchase

and other assets

and fund

working capital

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.

During

the

second

quarter

of

fiscal

2025,

we

the

interests

in

Foods,

LLC

(“MeadowCreek”)

and

it became

a wholly-owned

subsidiary

of the

Our initial

in MeadowCreek

was

in

fiscal 2022.

began operations

2023 with

a focus

on being

a leading

provider of

hard

-cooked

eggs.

During

the

first

quarter

2025,

we

all the

shell

egg

and

egg

products breaking

assets of

ISE America, Inc.

of its affiliates

(“ISE”). The

assets

acquired included

shel

l

egg

and

with

a

at

the

time

of

of

4.7

million laying

hens,

including 1.0 million

cage-free, 1.2 million

pullets, feed mills, approximately

4,000 acres of land, inventories and an egg products

breaking

The

assets

also

include

an

network

and

Mid-

Atlantic states,

and production

New Jersey,

Delaware and

South Carolina. These

assets

were

our first

New Jersey

and Delaware.

This

us with

an opportunity

to enhance

our market

reach

in the

and

Mid-Atlantic states.

discussion of our acquisitions

during the last

two fiscal years,

see

Note 2 - Acquisitions

in Part

II. Item 8. Notes to

Egg Industry

Background

According to the U.S. Department

of Agriculture (“USDA”) Agricultural

Marketing Service,

in 2025

69% of table

eggs produced in the

U.S. were sold as shell

eggs, with 55%

of such shell eggs sold through

food-

at

-home outlets such as grocery

and convenience

stores, 12% sold

to food

-away

-from home channels such as restaurants

and 2% exported

.

The USDA estimate

d

that

in 2025

31%

of

in the

U.S. were sold

as

(shell eggs broken

and

sold in

liquid,

frozen, or dried

form).

Given

trends,

we

believe

that

general

demand

for eggs

in the

U.S.

basically

in line

with

the

overall

U.S.

growth;

specific

events

can

impact

egg

supply

and

in

a

particular

period,

as

highly

avian

(“HPAI”)

outbreak,

the COVID-19

pandemic

(particularly

during

2020),

and

the

most

recent

HPAI

that

started

in

early

For

fiscal

2026,

shell

egg

household

was

97%. According to the USDA’s

Economic Research

Service,

annual per capita

in

the

U.S.

between

2021 and

varied,

ranging

from

to

286 eggs

which

was

by available

supply.

The

USDA

calculates

per capita

consum

ption by

dividing total shell egg disappearance

in the U.S. by the U.S. population.

The most

shift in demand

past decade

has been

among

For

see “Specialty

Shell Eggs” below.

HPAI

Our

has

been greatly

by several

of HPAI

in recent

years.

HPAI

in 2015,

there were no

significant outbreaks

of HPAI

in the commercial

table

egg layer flocks

until February

through December

Thereafter,

there

were no HPAI

cases affecting

layers

until November

Since 2023,

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

were

depopu

lated

due to

HPAI,

To

date

in 2026,

through July

20,

2026,

19.2

million layer

hens and

pullets have

been depopulated

due to

HPAI.

On March

14,

2026,

we experienced

an

HPAI

within our pullet

the

depopulation

of

352,000

pullets. Subsequent

to fiscal 2026,

have

fully resumed.

HPAI

is currently widespread

in the wild bird

worldwide.

according

to the U.S. Centers

for Disease

Contro

l

and Prevention

(“CDC”),

as of

July 16,

2026, there

of HPAI

in 1,166 herds

of dairy

cows in

20 states,

and

71 human

cases in the U.S., almost entirely

among

poultry and dairy

workers, since

the latest outbreak

began. Two of

the human

cases resulted in severe illness

after the patient

was exposed to sick and dead birds in backyard

flocks. Both patients were reported

to have

underlying health

conditions and

died in 2025.

There have

been no reported

cases of person-to-person

spread.

to the CDC, the human

health risk to the U.S. public

from the HPAI

virus is considered

to be low.

We remain

dedicated

to robust

biosecurity

across

our

and

have

more

than

$92

million

in

biosecurity

technology,

supplies,

procedures,

and

training across

our

since the

major

HPAI

in 2015.

no

farm

is immune

from

HPAI.

The

extent

of

future

among

U.S.

egg

layer

flocks,

with

heightened

risk

during

migration seasons,

cannot

be predicted. According

to the USDA, HPAI cannot

be transmitted

through safely handled and properly

cooked eggs.

There is no known

risk related to HPAI

with eggs that are currently

in the market

and no eggs have

been

recalled

HPAI.

Part I. Item 1A. Risk Factors

.

Prices for Shell Eggs

sales prices

are a

component

of revenue

for the

are volatile,

cyclical,

and impacted

by a number

of factors,

consumer demand,

the number

and productivity

of laying

hens in

the

such as

HPAI.

We

believe

the majority

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

and

certified wholesale market

prices, such as those

published by

Urner Barry Publications,

Inc. (“UB”) or the USDA for

shell eggs;

grain-based

or variations

of cost

plus arrangements

are also

commonly

utilized.

Wholesale prices

for cage-free eggs are also quoted

by independent

sources such as UB

and the USDA. There

is no independently

quoted

wholesale market

price for other specialty

shell eggs such as nutritionally

organic, pasture

-raise and free-range

eggs.

are typically

sold

at

prices and

terms negotiated

directly with

and

in the

case

of cage

-free

eggs, can

be sold at prices

that take

into account

one of the independently

quoted

markets.

Historically, prices for specialty

shell

eggs have

generally been

higher due to customer

and

willingness

to pay

more for

eggs.

The

weekly average

price for

the

southeast

region for large

white

shell eggs as

quoted

by UB

is shown

below

by

fiscal quarter

for the past three

fiscal

years along with

the average price

for the

past five

fiscal

years

.

The actual

that we realize

on any

given transaction

may

not necessarily equal

quoted

market

prices because of the

individualized

terms that

we

negotiate

with

individual

,

which

take

into

account

many

factors.

As

further

discussed

in

Part II. Item 7.

, egg prices in

fiscal 202

through fiscal

were significantly

by HPAI.

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,

or hybrid

models

which include

elements

of cost of

and wholesale

market

prices.

Almost

all

of

our

shell

eggs

are

priced

and

sold

under

market

-based

or

the

hybrid

models

described above,

split almost evenly between such frameworks.

of our specialty shell eggs are

priced and sold under

that are based

on cost of production, although

we do have

some customers

that prefer market

-based pricing for

cage-

free

eggs. As

prices

typically do

not fluctuate

as much

as conventional

shell egg prices.

We

do not

sell eggs

directly to

or set the

prices at which eggs

are sold to

Depending

input costs and

individualized

terms, the

price we receive per dozen

eggs in any given

may

be more

than

or less than

cost per dozen

.

Feed Costs

for Shell

Egg Production

Feed

is a primary

cost component

in the

eggs.

We

routinely

fill our

feed

storage bins

during harvest

season

when prices

for feed ingredients

,

corn

and to a

lesser extent

soybean

meal, are generally

lower.

We

currently have

the

to store 242

tons of corn

and

soybean

meal, and

we replenish these stores

as needed

the year.

As

the quality and

composition

of feed is

a critical

factor

in

the 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 2026

were 2.2 million

tons of

finished feed,

of which we manufactured

2.1 million tons.

To ensure

of feed ingredients

,

we may

enter into contracts

for future purchases

of corn and

soybean

meal,

and

as part

contracts,

we may

lock-in the

basis portion

of our

grain purchases

several

months

.

Basis is the

between

the

local

cash

price

for

grain

and

the applicable

futures

price.

The

can

be

due to

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

period

and

wait

to

set

the

futures

price

at

a

later

date.

due to the

more limited

supply for

organic ingredients,

we may

commit to purchase

organic ingredients

to help ensure

supply.

Ordinarily,

we do

not enter

into long-term

beyond

a year

to purchase corn

meal or

hedge against

increases in the

prices

of corn

and

soybean

meal.

Our primary

feed ingredients,

soybean

meal, are commodities

that are subject

to volatile

price changes

due to

weather,

various

supply

and

demand

factors, transportation

and

storage costs,

speculators,

and

agricultural,

energy

and

trade

policies in

and internationally,

and global instability

that could

disrupt the supply

chain.

We

the vast majority

of our corn

meal

from

U.S sources but

may

be forced

internationally

when U.S. supplies

are not readily

available.

Feed

grains

are

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

quarter

in our fiscal

years 202

2-2026 is

shown below

for corn and

soybean

meal:

Our percentage

of dozens

to sold

was 92.1

%

of our

total shell

eggs sold in

fiscal 2026.

We

supplement

through purchases

of eggs from other

s

when needed

.

The quantity

of eggs purchased will vary based

on many

factors such as our

own production

capabilities

and current

market

In fiscal 2026, 90.0

%

of our

came

from Company

-owned

and

10.0%

came

from

producers.

The

of

our

is

with

family

-owned

farms

for

pasture

eggs. Under

a typical

arrangement

with a contract

producer, we

own

the flock,

furnish all

feed

and

critical supplies,

own

the shell

and

assume

market

risks. The contract

own and

operate

their

facilities and

a fee

based

on production

with incentives for performance.

The commercial

a source

of baby

chicks for laying

flock replacement.

We

supply the

of

our

chicks

from

our

breeder

farms

and

hatch

them

in

our

hatcheries

in

a computer

-controlled

and

obtain

the

balance

from commercial

sources.

The chicks

are grown

in our own

pullet farms

and are

placed

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

efficiencies

and

cost savings

to

the

cost

of

from

non-in-line facilities, which

are

that process

their

eggs that

laid at

one location

and transported

to a separate

The

in-line facilities

also produce

a higher

percentage

of USDA Grade

A eggs, which

sell at higher

prices, compared

to eggs that

are either

not graded or lower grade

.

Eggs produced on farms

owned by contract

producers are brought to our processing plants to be graded

and

packaged.

We

a

Safe

Quality

Food

(“SQF”)

Program

which

is

overseen

by

our

Food

Safety

and

senior management

team.

As of

May

30,

2026,

every

Company

-owned

processing plant

was

SQF certified.

Because

shell eggs are perishable,

we do

not maintain

large egg inventories.

Our egg inventory

average

d

six days of sales

during

fiscal

We

believe

our

constant

focus

on

efficiencies

and

automation

our

vertically

enable

us to be a

low-cost supplier in our markets.

We

are

proud

to

have

created,

and

maintained

what

we

believe

is

a

leading

poultry

Animal

Welfare

Program

(“AWP”).

We

have

aligned

our

AWP

with

regulatory,

veterinary

and

certain

certifying bodies’

guidance

to govern

the welfare

of animals

in our direct

care

and our

farmers’ care.

We

continually

review

our AWP

to monitor

and evolve

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

aligned to our

commitment

to the principles of

the internationally

Five

Freedoms

of Animal

Welfare

.

We

do not

use

artificial

hormones

in the

of

our

eggs.

Hormone

use in

the poultry

and

has

been

banned

in

the

U.S.

since

the

1950s.

We

have

an

written

protocol

that

allows

the

use

of

medically

important

only when animal

health is

at risk,

with guidance

U. S.

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

are

medically

necessary,

a

licensed

veterinary

doctor

will

approve

and

administer

doses for

a restricted

period. We do

not use

for growth promotion

or performance

enhancement.

Specialty Shell

Eggs

We

are one of the largest producers

and marketers

of specialty

shell eggs in the

U.S.,

which continues to

be a significant

segment

of

the

market.

shell

eggs

are

to

meet

the demands

of consumers

sensitive

to

environmental,

health

and/or

animal

welfare issues and,

with state

-free eggs.

Ten

states

in

the

U.S.

have

passed

legislation

or

mandating

minimum

space

or

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

to January

2030,

representing

27% of

U.S.

according

to

the

U.S.

Census.

California,

Massachusetts,

Colorado,

Michigan,

Oregon,

Washington,

and

Nevada,

which

collectively

represent

23% of

the

total

U.S.

population,

have

cage-free legislation in effect.

A significant

number of

our customers

have announced

goals to either exclusively

offer

cage-free eggs

or significantly

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

sales

and

product

mix

are

constantly

changing,

making

it

difficult

to

accurately

predict customer requirements

for cage-free eggs.

We are

focused on adjusting

our cage

-free production capacity

with

the goal of meeting the future

needs of our customers in light of changing

state requirements

and our customers’ 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

capital in recent years to

acquire and

construct cage

-free facilities, and

we

expect our focus

for future expansion

to 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. At the

same time, we understand

the

importance

of

our

ability

to

produce

more

conventio

nal shell

eggs

to

provide

our

with a

variety

of egg choices

and

hunger in our communities.

Branded

Eggs

We

are a member of

the Eggland’s

Best, Inc. cooperative

(“EB”) and

produce, market,

distribute and

sell

Best®

and

Lakes®

branded

eggs under a

license from

EB at

our facilities

under EB

guidelines.

EB hens are

fed a proprietary

diet

and

include

cage-free, organic,

pasture

-raised and

eggs.

Land

O’ Lakes®

branded

eggs are

by hens

that

are fed

a whole-grain vegetarian

diet and

include brown, organic

and

In 2025,

EB was

the

third best

-selling dairy

brand

in the

U.S.

By

volume,

the top

two best-selling

branded

SKUs

in 202

were

EB branded

eggs and six

out of 10

best-selling

SKUs were

EB branded

eggs. In

2025, our

sales

sales from affiliates)

represented

56% of EB branded

eggs and 43% of

Land O’ Lakes®

branded

eggs nationwide.

Our

Eggs

® branded eggs are produced

at our facilities by

hens that are provided

with a vegetarian

diet. Our offerings

of

Eggs

® include cage-free, organic

and pasture

raised eggs. We

market

organic, vegetarian

and omega

-3 eggs

under

our

brand,

which consists

and

Our

and

Sunny Meadow®

brands

are sold as

shell eggs.

We

also produce,

market

and

distribute private

label specialty

and

to several

Foods

Our prepared

foods offerin

gs include

pre-cooked egg

omelets, folded

and scrambled

egg formats

,

waffles and

wraps. This segment

Van

’s®

and

We

produce

the

vast

of

our

foods

at

our

facilities. The

of

the

raw materials

used

in

the

of our

foods products

are commodities,

-based

products,

liquid

as well

as

material.

Liquid

egg

are

sourced

from

outside

vendors

as

well

as

internally.

The

of

our

raw

materials are sourced

from U.S. vendors and

are generally available

from numerous

vendors. We monitor

price of raw

and

supply

chain

costs

and

may

be

to

implement

price

or

decreases

in

response

to

any

changes

in costs.

Marketing

and Distribution

In fiscal

2026, we

sold our

in 47

states

Puerto

Rico

network

to a

diverse

group

of

and

grocery

store

chains,

club

stores,

servicing

independent

in the U.S., foodservice

distributors

and

egg product consumers.

of our shell egg and

sales 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 arrangements

with many

of our

most

of them

are free

to acquire

from

other sources.

The

we

sell

are

either

delivered

to

our

or

retail

stores,

by

our

own

fleet

of,

or

contracted

refrigerated

delivery trucks,

or are picked

up by

our customers

at

our processing facilities.

We

and

sell

Best®

and

Lakes®

branded

eggs directly

and

joint ventures,

Eggs,

LLC

and

Southwest

Eggs,

LLC,

under

exclusive

license

in

Alabama,

Arizona,

Florida,

Georgia,

Louisiana, Mississippi

and Texas,

and in portions of Arkansas,

California, Kansas,

Nevada,

North Carolina, Oklahoma

and South

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

Eggs

®

4Grain

®,

and

Sunny Meadow®

branded

eggs. We

also

produce,

market

and

distribute private

label

and conventional

to several

Our

include

products sold

brands

Van’s®

and

Crepini®

.

Customers

Our

top three

for an

of

43.1%, 49.2%

and

49.0%

of our

dollars

for

2025,

and 2024,

Walmart

Inc. (including

Sam's Club),

for 30.0%,

33.6% and

34.0%

of

our consolidated

dollars for fiscal

2026,

and

2024,

The production,

eggs is an

intensely

which has

traditionally attracted

large numbers

of producers

in the

U.S.

Shell egg competition

is generally

price,

service and

product quality.

The shell

egg

remains

highly

fragmented.

to

Egg

Industry

Magazine

, the

ten

largest

owned

57% and

54% of

industry table

egg layer hens at

calendar

year

-end 2025

and

2024, respectively

.

The

market

for

foods

is

highly

,

and

and

food

manufacturers,

private

label

producers, and

foodservice suppliers.

is based on a variety

of factors, including

product quality,

innovation,

service,

price,

manufacturing

capabilities,

supply

reliability,

and customer

relationships.

believes its

vertically

supply

chain,

access

to

shell

egg

inputs,

manufacturing

capabilities,

and

broad

position

it

to

compete

in these markets.

Seasonality

Retail sales of

shell eggs historically

highest during

the fall and winter

months

and lowest during

the summer

months.

Prices for

in response to

demand

factors and

a natural

spring

and early

summer.

Historically,

prices tend

start of the

school

year and

tend

to be highest

prior

to

holiday

periods,

Thanksgiving,

Christmas

and

Easter.

As

a

result,

we

have

experienced,

and

may

in the

future,

lower shell

egg selling

prices,

sales

volumes

and

sales (and

have

incurred, and

may

incur in

the future, net

losses)

in our first

and fourth

ending in August/September

and May/June,

Because

of

the

and

quarterly

comparisons

of our

and

results

between

different

within

a

single fiscal year

are not

necessarily meaningful

Certain

of

our

foods

exhibit

modest

seasonality,

with

demand

softening

during

the

summer

months,

in

school

-related foodservice

Overall,

demand

remains

relatively stable

given the

portfolio’s

broad

retail

and

applications.

Trademarks

and License

Agreements

The

table below

shows the

that we owned

or licensed

to license

at

May 30,

2026,

as allocated

segments. We

believe these

and

license agreements

are important

to our business.

Segment

Trademark

Sunups® and Sunny Meadow®

Eggs®,

4Grain®, Egg

-Land's Best®

and Land

O'

Lakes®

Foods

Van's®

and Crepini®

Government

Our facilities

and operations

to regulation

by various

state,

and local

agencies,

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

are

subject

to

periodic

USDA,

FDA,

EPA

and

OSHA

inspections.

Our

shell

egg

and feed

mill

facilities as well as our prepared foods

are subject to FDA,

USDA, EPA

and OSHA regulation

and inspections,

as applicable.

We maintain

inspection programs

and in certain cases

utilize independent

certification

bodies

to

monitor

with

our

own

and

specifications.

It

is possible

that

we will

be

to

incur

costs

for

with

such

statutes

and

In

the

future,

rules

could

be

proposed

that, if adopted,

our costs.

the marketing,

labeling and

of our products

to extensive

regulation under

local

laws, including

consumer protection

laws. Changes

in legal or

regulatory requirements,

including with respect

to nutrition

facts,

allergen

serving

size

standards,

front

-of-pack

labeling, ingredient

or packaging

practices,

or differing

or evolving enforcement

priorities, may

increase our compliance

costs or require changes

to our products,

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

in their

states.

the heading

“Specialty

Shell Eggs”

within this

federal

laws require

regulatory approval

of acquisitions

that

exceed

certain

levels of significance

or that

could otherwise

harm

competition,

and

we cannot

that such

approvals

obtained.

Further, current

or

future federal

antitrust regulations

may

current operations

such as

required divestitures or

spin-offs of

certain

business or assets

and

limitations on

the types

or amounts

of products

we could produce.

regarding government

regulations that

may

affect

our business, refer to

Part I. Item 1A. Risk Factors

.

Environmental

Our operations

and facilities

are subject to

various federal,

state, and

local environmental,

safety

laws and regulations

governing,

among

other

things,

the

generation,

storage,

handling,

use,

transportation,

disposal,

and

of

hazardous

materials. Under

these laws and

regulations, we must obtain

permits from governmental

authorities, including,

to,

wastewater

discharge permits.

We

have made,

and will

continue to

make,

capital

expenditures relating

to compliance

with

environmental,

health

and

safety

laws

and

and

permits.

We

are

not

aware

of

any

capital expenditures

necessary to

comply with

such laws

and regulations;

as environmental,

safety

laws and

are becoming

more stringent,

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

May

30,

2026,

we

had 4,909

employees,

of

whom

4,292 worked

in

and

marketing,

and 617,

our

officers, were

employees. Approximately

3.0% of

our

personnel

are part

-time. We

also use

employment

and

independent

contractors

to supplement

our

workforce

when

needed;

for

fiscal

2026,

we

had

1,943

average

monthly

contingent workers.

As of May 30, 2026, 40 employees

were covered

by a collective bargaining

agreement.

We

believe our

relations are

good.

Our ability

safely,

efficiently

and in

with

food,

workplace

safety

and employment

depends

on attracting,

retaining,

training and

developing

across our

sales,

and

functions. We

focus our human

capital efforts on workplace

health and safety,

employee relations, competitive

and

benefits,

training, operational

training and

leadership development.

Health and Safety

The health

and safety

of our employees

is a priority.

Our Safety

and Health

Program is designed

to promote safe

work practices,

reduce workplace accidents

and illnesses, and support compliance

with

Occupational

Safety and Health Administration

The

program applies

Company

and is supported by an

enterprise

safety

committee

and site-level safety

committees

with employee

representation.

We

review our written

safety

policies at least annually

and monitor

safety

on a monthly basis to identify

opportunities for improvement.

We also provide

multi-lingual

safety

and compliance

training on topics relevant to our operations,

including use of personal

protective equipment,

emergency response,

safety,

chemical hazard communication,

hearing

conservation,

lockout/tagout

procedures, forklift

safety

and other job

-specific safety

practices. Contractors

and vendors

working

at

our facilities are expected

safety

Employee Culture and Conduct

We

seek to maintain

a workplace culture grounded

in integrity,

respect, productivity

and ethical conduct.

Our

Code of Ethics and

Business Conduct

,

Human

Rights

employee policies

support our

commitment

to lawful and ethical

conduct

and

to a

workplace

free from

harassment,

discrimination,

unlawful

conduct

and

retaliation.

We

are

an

Equal

Opportunity

Employer

and

prohibit discrimination

on any

basis protected

by applicable

state

or local

law.

We

are

committed

to providing

with

opportunities

with

our

needs and

their experience,

goals and

contributions.

Compensation,

Benefits,

Training

and Development

We

seek to attract,

retain and develop

employees by

offering

wages and

benefits and

by providing training

relevant

to safety,

regulatory compliance,

job-specific skills

and

leadership development.

We offer

eligible full-time

a range

of

health,

welfare

and

benefits,

in

our

KSOP

plan,

under

which

the

Company

contributes

shares of

Company

stock or a

cash

equivalent

equal

to 3%

of eligible

pay

period

hours are

worked.

We

also support

development

through safety,

and task

-specific training, as

well

as our

Intern,

Trainee

and

informal

mentoring programs.

Sustainability

We

understand

that responsible management

of our flocks, among other things, is vital to the

of high-quality eggs and

egg

and to

the success

of

the

We

have

engaged

in

for

more

than

years.

Our

to

evolve

as

we continue

to

strive

to meet

the

need

for nutritious,

foods to

feed

a

growing

while

still

exercising

responsible

natural

stewardship

and

conservation.

We

will

publish

our

sustainability

impact

report

for

our

fiscal

in

the

first

quarter

of

fiscal

2027,

which

will

be

on

our

website.

on our website is not

a part

of this report

on Form 10

-K.

Our Corporate

We

a

website

at

www.calmainefoods.com

where

general

about

our

and

governance

matters

is available.

The information

on our website

is not

a part

of this

report.

Our Annual

Form

10-K,

Quarterly

Form 10-Q,

Current Reports

on Form 8-K,

proxy

and all amendments

to those reports

filed or

furnished

to Section

13(a) or

15(d)

of the

Act

are

available,

free of

charge,

website

as soon

as

practicable

after

we

file

them

with,

or

furnish

them

to,

the

SEC.

In

the

SEC

a

website

at

www.sec.gov

that

reports,

proxy

and

and

other

issuers

that

file

electronically

SEC.