CAL-MAINE FOODS INC

Disclosure

Controls

and Procedures

Our disclosure

controls and

procedures are designed

to provide reasonable

that information

required to be

disclosed

by

us in

the reports

we

file

or

submit

under

the Securities

Act of

1934,

as amended

(the “Exchange

Act”) is recorded,

processed,

summarized

and reported,

within

the

time periods

specified

in the

Commission’s

rules

and

forms. Disclosure

and

include,

without

limitation,

and

to

ensure

that

to

be

disclosed

by

us

in

the

reports

that

we

file

or submit

under

the

Act

is

and

communicated

to management,

including our

and principal

officers, or

persons

performing similar

functions, as appropriate

to allow

timely decisions regarding required disclosure.

Based on an evaluation

of our disclosure

and procedures

by our Chief Executive Officer and Chief

Financial Officer,

together with other financial

officers, such

concluded

that

our

and

were

as

of

May

30,

at

the

level.

Control

(a)

Report

on Internal Control

The

sets forth,

with Section

404(a)

of the

Sarbanes

-Oxley Act

of 2002

and

Item

308 of

the Securities

and

Commission’s

S-K, the report of

on our internal

Our management

is responsible for establishing

and maintaining

adequate

internal control over financial

“Internal

control over financial reporting”

is a process designed by,

or under the supervision

of, our Chief Executive

Officer

and Chief

Financial Officer,

together with

other financial

officers, and

effected

by the Board,

and

other

personnel,

to

provide

the

reliability

of

and

the

of

for

external

in

with

and

includes those

policies and

that:

●

Pertain to

the maintenance

of records that in reasonable

detail accurately

and fairly reflect the

and

dispositions of

our assets;

●

Provide reasonable

that transactions are recorded as necessary

to permit

of financial

in

with

principles,

and

that

our

receipts

and

expenditures are being

made

only in accordance

with

authorizations

of our management

and directors; and

●

Provide reasonable

regarding prevention or

timely detection

of unauthorized

acquisition, use or

disposition

of our

assets

that

effect

on the

Our

management,

with Rule

13a-15(c) under

the

Act

and

with

the

of

our

Chief

Officer

and

Chief

Officer,

together

with

other

officers,

the

of

our

control

over

as

of

May

30,

.

The

framework

on

which

of

our

control

over

is

based

is

the

“Internal

Control

–

Integrated

Framework”

published

in

by

the

of

Sponsoring

(“COSO”)

of

the

Commission.

has determined

that our internal

is effective.

It is

noted

that

control

over

cannot

provide

absolute

of

achieving

reporting objectives,

but rather

of achieving

such objectives.

The attestation

report of FROST,

PLLC on

our internal

control

reporting, which

that firm’s

the effectiveness

of our

reporting, is set forth below.

(b)

Attestation

Report

of the Registrant’s

Public Accounting

Firm

Report of

Independent

Registered

Public

Accounting Firm

on Internal Control

Board

of Directors and

Stockholders

Cal

Opinion on Internal

Control

Over

We

have audited

Cal

Subsidiaries’ internal

based

on

criteria

in

Control

–

Integrated

issued

by

the

of

Sponsoring

of the

(“COSO”).

In our

opinion,

Cal

maintained,

in

all material

respects,

criteria established

in

Control

– Integrated

issued by the

COSO.

As indicated

in the accompanying

Changes in

Internal Control

Reporting,

assessment of

and conclusion

on the effectiveness

of internal control

reporting did

not include the

internal controls

of Echo

Lake

Foods,

LLC

and

certain

related

companies,

which

are

in the

May

30,

of Cal-

Maine

Foods,

Subsidiaries and

constituted

9.7% of

total

assets

as of

May

and

7.8% of

for the

year

then ended.

Our audit

of internal

of Cal

Subsidiaries also did

not include

an

of the

reporting of Echo

Lakes

certain

related

We

also have

audited,

with the standards

of the

Public

Company

Accounting Oversight

Board

(United

States)

(“PCAOB”),

balance

sheets and the

related

of income, comprehensive

income,

equity,

flows of

Cal

Subsidiaries and

our report dated

2026 expressed an

unqualified

opinion.

Basis for

Opinion

Cal

-Maine

Foods,

Inc.

and

Subsidiaries’

is responsible

for

maintaining

control

over

and

for

their

of

the

of

control

over

in

the

Report on Internal

Control

in Item 9A.

Our responsibility

is to express

an opinion on the entities’ internal

control over financial

reporting based

on our audit.

We are a public accounting

firm registered

PCAOB and

are required

to be independent

to Cal

Inc. and Subsidiaries

with

the

U.S.

federal

laws

and

the

rules

and

of

the

and

and

the

PCAOB.

We

our audit

in

of the

PCAOB.

Those

require that

we

plan

and

perform the audit

to obtain reasonable

about whether effective

internal control over financial

reporting was maintained

in

all material

respects.

Our

audit

of

control

over

obtaining

an

understanding

of

control

over

the

risk

that

weakness

exists,

and

testing

and

the

design

and

of internal control

the assessed

risk.

Our

audit also included

performing such

other procedures

as we considered

in the circumstances.

We believe

our audit

provides a

our opinion.

Definition and

Limitations

of Internal Control

An entities’ internal

is a process designed

regarding the

reliability of financial

the preparation

of consolidated financial statements

for external purposes in accordance

with

in the

United

States

of America.

An

entities’ internal

those policies

and

that

(1)

pertain

to

the maintenance

of records

that,

in reasonable

detail,

accurately

and

fairly reflect

the transactions

and dispositions

of the assets

of the

entities; (2)

provide reasonable

that transactions

are

as

to

permit

of

in

with

in the

United

States

of

America,

and

that

receipts

and

of

the

entities are

being

made

only

in

with

authorizations

of management

and

directors

of

the

entities;

and

(3)

provide

prevention

or timely

detection

of unauthorized

acquisition,

use, or

disposition

of the

entities’

assets

that

effect

on the

Because

of

its

limitations,

control

over

may

not

prevent

or

detect

misstatements.

Also

,

projections of any

of effectiveness to future periods are subject to the risk

that controls may

become inadequate

because

of changes

in conditions, or that

the degree of

with the policies or procedures

may

deteriorate.

/s/

Frost, PLLC

Little Rock, Arkansas

(c)

Changes

in Internal

Control

In

with

its

of

the

effectiveness,

as

of

May

30,

2026,

of

our

control

over

determined that

there was no change

in our internal

that occurred

fourth

quarter

ended

May

that

has

affected,

or is reasonably

affect,

our internal

control

over

As disclosed

this Annual

Report, we completed

Foods during

the first quarter

2026. As permitted

by SEC guidance, the

scope of management’s

review of its internal control

excluded

Foods.

Echo

Lake

Foods constituted

9.7%

assets

as of

May

and

7.8%

year

is in process of integrating Echo

Lake

Foods into

its internal control

framework.

OTHER

INFORMATION