What changed in this filing

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Item 1. Financial Statements

2026-09-30 compared with 2026-04-01 · 724 added, 994 removed, 74 unchanged (96% of the section changed)

FINANCIAL STATEMENTS

Cal-Maine Foods, Inc.

and Subsidiaries

Condensed Consolidated Balance

(In thousands, except for par value

February 28, 2026

(In thousands,

for par value

Current assets:

Cash and cash equivalents

Investment securities available-for-sale

Trade and other receivables, net

Income tax receivable

Prepaid expenses and other current

Total current assets

Property, plant & equipment, net

Investments in unconsolidated entities

Intangible assets, net

Other long-term assets

Liabilities and Stockholders’

securities available

other receivables,

Prepaid expenses

other current

current assets

and Stockholders’

Current liabilities:

Accounts payable

Accrued wages and benefits

Dividends payable

Accrued expenses and other

Total current liabilities

Other noncurrent liabilities

Deferred income taxes, net

Total liabilities

Commitments and contingencies - see

Stockholders’ equity:

Common stock ($

par value) - authorized

other liabilities

current liabilities

Other noncurrent

contingencies

- see Note 10

Stockholders’

shares, issued

Paid-in capital

Retained earnings

Accumulated other comprehensive

income (loss), net of tax

Common stock in treasury at cost –

shares at February 28, 2026 and

shares at May 31, 2025

Total Cal-Maine Foods, Inc.

stockholders’ equity

Noncontrolling interest in consolidated

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

other comprehensive

loss, net of tax

stock in treasury

August 29, 2026

-Maine Foods,

stockholders’

Noncontrolling

interest in consolidated

stockholders’

Liabilities and

Stockholders’

See Notes to Condensed Consolidated Financial Statements.

Cal-Maine Foods, Inc.

and Subsidiaries

Condensed Consolidated Statements of

(In thousands, except per share amounts)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Cost of sales

Selling, general and administrative

(Gain) loss on involuntary conversions

(Gain) loss on disposal of fixed assets

Operating income

Other income (expense):

Interest income, net

Patronage dividends

Total other income, net

Income before income

Income tax expense

Income (loss) attributable to noncontrolling

Net income attributable to Cal-Maine Foods,

Net income per common share:

Weighted average shares outstanding:

of Operations

(In thousands,

Selling, general

administrative

Gain on involuntary

other income,

(loss) before income

(loss) attributable

to noncontrolling

(loss) attributable

-Maine Foods,

(loss) per common

shares outstanding:

See Notes to Condensed Consolidated Financial Statements.

Cal-Maine Foods, Inc.

and Subsidiaries

Condensed Consolidated Statements of

Comprehensive Income

Comprehensive

Income (Loss)

(In thousands)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Other comprehensive income, before

Unrealized holding gain on available-for-

sale securities, net of reclassification

Income tax expense related

to items of other

comprehensive income

Other comprehensive income, net

Comprehensive income

Comprehensive income (loss)

attributable to the noncontrolling interest

Comprehensive income attributable to

Maine Foods, Inc.

Other comprehensive

income, before

-for-sale securities,

reclassification

other comprehensive

Other comprehensive

(loss), net of

Comprehensive

(loss) attributable

noncontrolling interest

Comprehensive

(loss) attributable

-Maine Foods,

See Notes to Condensed Consolidated Financial Statements.

Cal-Maine Foods, Inc.

and Subsidiaries

Condensed Consolidated Statements of

(In thousands)

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

Cash flows from operating activities:

Depreciation and amortization

Deferred income taxes

Other adjustments, net

Net cash provided by operations

Cash flows from investing activities:

Purchases of investment securities

Sales and maturities of investment securities

Distributions from unconsolidated entities

Acquisition of businesses, net of cash acquired

Purchases of property, plant and equipment

Net proceeds from disposal of property, plant and equipment

Net cash used in investing activities

Cash flows from financing activities:

Payments of dividends

Purchase of common stock by treasury

Principal payments on long-term debt

Net cash used in financing activities

Net change in cash, cash

equivalents and restricted cash

Cash, cash equivalents and restricted

cash at beginning of period

Cash, cash equivalents and restricted

cash at end of period

Other adjustments,

in) operations

investing activities:

of investment

in) investing activities

used in financing

in cash, cash

restricted cash

beginning of period

restricted cash

See Notes to Condensed Consolidated Financial Statements.

Cal-Maine Foods, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial

Note 1 - Summary of Significant Accounting

Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements of

Cal-Maine Foods, Inc.

its subsidiaries

(“Cal-Maine Foods,”

been prepared

accordance with

instructions to

Regulation S-X and in accordance

with generally accepted accounting principles in the United States of America

The unaudited

-Maine Foods,

its subsidiaries (“Cal

-Maine Foods,”

in accordance

with generally accepted

principles in the United States

interim financial

reporting and should

conjunction with our

Annual Report on Form

the fiscal year

Annual Report”).

These statements

adjustments that

periods presented

adjustments of

reporting and

in conjunction

Form 10-K for the

all adjustments

are, in the opinion

of management,

interim periods

recurring nature.

interim periods

necessarily indicative of

results for the entire fiscal year.

the entire fiscal

The Company’s

fiscal year ends on the Saturday closest to May 31.

Each of the three-month

and year-to-date periods ended on

February 28, 2026 and March 1, 2025 included

weeks, respectively.

fiscal year ends on

closest to May 31.

periods ended

on August 29,

August 30, 2025

Use of Estimates

The preparation

condensed consolidated financial

statements in

conformity with

GAAP requires

management to

accompanying notes.

Actual results could

differ from those estimates.

in conformity

requires management

results could differ

those estimates.

initially recorded

in business acquisitions,

which include primarily

relationships

definite-lived

of intangible

recorded amounts

are fully amortized

recoverability

carrying amounts.

remaining useful

lives of our intangible assets

whether events

circumstances

the estimated

indefinite life for all franchise

rights contemplates

the Company’s

indefinitely.

approximately

within “Intangible

our condensed

approximately

million acquisition

rights further

Note 2 – Acquisition

rights, brand names

or more frequently

if impairment

Dividends Payable

Dividends are accrued

at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors

(the “Board”).

The Company pays a dividend to holders of its

Common Stock (and, prior to

its conversion to Common Stock on

Common Stock)

accordance with

quarterly net

Dividends are

at the end of each

quarter according

dividend policy

in accordance

such quarterly

Dividends are paid

to stockholders

following the

except for the

fourth fiscal

stockholders of

record on the

day after the

are payable on

day following the

a quarter for

subsequent profitable quarter until the

Company is profitable on a

cumulative basis computed from the date of the

quarter for which a

dividend was paid.

The dividend policy is subject

to periodic review by the

Dividends are

following the record date.

Following a quarter

for which the

does not report net income

not pay a dividend

for a subsequent

profitable quarter

profitable on

basis computed

policy is subject to

periodic review by the Board.

with our variable

dividend policy,

Stock with respect

Revenue Recognition

The Company recognizes revenue

through the sale of its products to customers through retail, foodservice

and other distribution

performance obligation

acceptance of

customers, which

obtain agreements are

expensed as the Company’s agreements are

generally less than one year.

Revenues are recognized in

that reflects the

net consideration we

receive in exchange for

sales incentives

programs such

rebates, discounts,

coupons, volume-

based incentives, guaranteed sales and other programs.

records an estimated allowance for costs associated with

these programs, which is recorded as a reduction in revenue at the time of

sale using historical trends and projected redemption

each program.

these estimates

any difference

estimated costs

actual realization of these

programs would be recognized in the subsequent

Business Combinations

The Company applies the acquisition method of accounting, which

requires that once control is obtained, all the assets acquired

and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values

of acquisition.

purchase price

determine the

of identifiable

relief-from-royalty and

excess earnings to value intangibles.

Significant estimates in valuing certain

intangible assets include, but are not limited to, the

amount and timing of future cash flows, growth

rates, discount rates and

useful lives.

recognizes revenue

of its products

through retail, foodservice

industrial and

with customers

ordering its products

with a single performance

obligation of

delivering the product.

by its customers,

which generally occurs upon

are generally less than

consideration

to receive in exchange

for delivery of

based incentives,

other programs.

which is recorded

in revenue at

using historical trends and

regularly reviews these

would be recognized

in the subsequent

New Accounting Pronouncements and Policies

In December 2023, the Financial

Accounting Standards Board (“FASB

”) issued Accounting Standards Update (“ASU”) 2023-

Income Taxes (Topic

740) – Improvements to Income Tax Disclosures

This ASU requires that an entity, on an annual basis,

reconciliation

enhance the transparency and

decision usefulness

tax disclosures.

consolidated financial statement disclosures.

Accounting Standards

(“FASB”) issued Accounting Standards

Comprehensive

Disaggregation Disclosures (Subtopic 220-40)

The objective of ASU 2024-03 is to improve disclosures about a public entity’s

expenses, primarily through additional disaggregation of income

statement expenses.

Disaggregation

disaggregation

Additionally,

in January 2025, the FASB

further clarified

effective date

issuance of ASU

2024-03 is effective

periods beginning after December 15, 2026, and

interim periods within annual reporting

periods beginning after December 15,

Early adoption is

permitted and may be applied either on

a prospective or retrospective basis.

The Company is currently

evaluating the impact of ASU 2024-03 on its

consolidated financial statement disclosures.

There are no other new accounting pronouncements

issued or effective during the fiscal year that had

or are expected to have a

material impact on our consolidated financial

Note 2 - Acquisitions

Acquisition of Echo Lake Foods, LLC

, the Company

acquired Echo Lake Foods, LLC

and certain related companies (collectively “Echo Lake

Echo Lake Foods

Burlington, Wisconsin

and produces, packages, markets and

distributes prepared foods,

including waffles, pancakes, scrambled

eggs, frozen cooked omelets, egg patties, toast and

The Company accounted

for the acquisition as a business combination.

immaterial measurement period adjustments.

following table summarizes the consideration paid for

Echo Lake Foods

the value of assets acquired

and liabilities assumed recognized

at the acquisition date (in thousands):

Cash consideration paid

Recognized amounts of identifiable

assets acquired and liabilities assumed

Investment securities available-for-sale

Accounts receivable

Prepaid expenses and other current

Property, plant & equipment

Intangible assets

Accounts payable and other current

Total identifiable net assets

accounts receivable acquired

liabilities assumed were

their carrying value

which approximates

fair value due to the short maturity of

these instruments.

Inventories consisted primarily of raw materials,

supplies and finished goods.

Raw materials and supplies

were valued at their

carrying value as management believes that their carrying value best approximates their fair value.

Finished goods were valued

using both the bottom-up and top-down

The bottom-up approach

measures the value of inventory as

the value created

target company

(i.e., the costs

incurred, profit realized, and

tangible and intangible assets

utilized) pre-acquisition date.

approach measures the

the incremental

inventory value

buyer as part of its

selling effort to an end customer (i.e.,

the costs that will be incurred, the profit

that will be realized, and the

tangible and intangible assets that will be

utilized) post-acquisition date.

equipment were

valued utilizing

market approach.

Machinery and

equipment were

depreciation resulting from physical deterioration and/or functional or economic obsolescence.

Land and buildings were valued

utilizing the market approach

by using a real estate valuation.

Intangible assets consisted primarily of customer relationships and a

Customer relationships were valued using the

multi-period excess earnings method

and the trade name was valued

using the relief-from-royalty method.

represents the

purchase price

acquired business

assets acquired.

Goodwill recorded

connection with

Foods acquisition

attributable to

synergies from

integrating the operations

operations of the

The Company recognized

goodwill of $

million as a result of the acquisition,

all of which is deductible for tax

recorded transaction

quarter of fiscal

2025, respectively,

acquisition, within selling,

general and administrative

expenses in the condensed consolidated statements

Acquisition of Clean Egg, LLC

October 10, 2025

, the Company acquired certain assets of Clean Egg, LLC (“Clean

Egg”) based in Langwood, Texas,

for approximately $

The assets acquired included

thousand brown cage-free and

free-range layers and pullets

accounted for the acquisition as a

business combination.

Note 3 - Investment

Securities Available-for-Sale

The following represents the Company’s investment securities available-for-sale as of February 28, 2026

and May 31, 2025 (in

February 28, 2026

of ASU 2025-01.

beginning after

interim periods

within annual

reporting periods beginning after

Early adoption

is permitted and

or retrospective

is currently evaluating

of ASU 2024-03

on its consolidated

other new accounting

pronouncement

issued or effective

during the fiscal

or are expected

July 10, 2026

Massachusetts,

New Hampshire,

being acquired

indefinite life

rights intangible asset.

Available-for-Sale

following represents

securities available

August 29, 2026

Municipal bonds

Commercial paper

Corporate bonds

Certificates of deposits

US government and agency obligations

Treasury bills

Total current investment securities

US government

current investment

Municipal bonds

Commercial paper

Corporate bonds

Certificates of deposits

US government and agency obligations

Treasury bills

Total current investment securities

Actual maturities may differ from

contractual maturities as some borrowers have the right to

call or prepay obligations with

US government

current investment

borrowers have

the right to call or prepay

obligations with

without penalties.

Contractual maturities of

current investment securities at February

28, 2026 are as follows (in thousands):

Estimated Fair Value

Within one year

Note 4 - Fair Value Measurements

to categorize both

financial and nonfinancial

liabilities based on

the following

orderly transaction between

knowledgeable, and willing parties able to engage in the transaction.

A liability’s fair value is defined as the amount that would

a transaction

settle the liability with the creditor.

- Quoted prices in active markets

for identical assets or liabilities

quoted prices

observable for

directly or indirectly, including:

Quoted prices for similar assets or liabilities

in active markets

Quoted prices for identical or similar

assets in non-active markets

Inputs other than quoted prices that are

observable for the asset or

Inputs derived principally from or corroborated

by other observable market data

- Unobservable inputs for the asset or

liability that are supported by little or no market activity and that are

significant to the fair value of

the assets or liabilities

The disclosures of fair value of

certain financial assets and

liabilities that are recorded at cost are

Cash and Cash Equivalents, Accounts

Receivable, and Accounts Payable

The carrying amount approximates fair

value due to the short maturity of these instruments.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and

securities at August 29,

follows (in thousands):

following fair value

orderly transaction

knowledgeable,

in the transaction.

A liability’s fair value is defined

new obligor in

settle the liability

for identical

or liabilities

prices included

or liability,

prices for similar assets

or liabilities in

prices for identical or similar

in non-active

are observable

or liability,

inputs derived

or corroborated

- Unobservable

or liability that

are supported

or liabilities

The disclosure

Cash and Cash Equivalents, Accounts Receivable, and

Accounts Payable

at Fair Value

on a Recurring

In accordance

with the fair value

described above,

the following table

shows the fair

liabilities that

recurring basis

February 28, 2026

Municipal bonds

Commercial paper

Corporate bonds

Certificates of deposits

US government and agency obligations

Treasury bills

Total assets measured at fair value

Contingent consideration

Total liabilities measured at fair value

US government

consideration

liabilities measured

Municipal bonds

Commercial paper

Corporate bonds

Certificates of deposits

US government and agency obligations

Treasury bills

Total assets measured at fair value

Contingent consideration

Total liabilities measured at fair value

Investment securities – available-for-sale

are all classified as Level 2 and consist of securities

with maturities of three months or

securities as

current because

Observable inputs for these securities

are yields, credit risks, default

rates, and volatility.

Contingent consideration classified

of the potential

obligation to pay

an earnout to

Fassio Egg Farms,

(“Fassio”) contingent on

the acquired business

meeting certain return

on profitability

milestones over a

commenced on the date of the

acquisition in the second quarter of fiscal 2024.

The fair value of the

contingent consideration is

estimated using a discounted cash flow model.

Key assumptions and

unobservable inputs that require

significant judgment used

in the estimate include

weighted average cost of

capital, egg prices, projected

revenue and expenses over

the period for which

US government

consideration

forecasted projections.

The following table shows the beginning

and ending balances in fair value

of the contingent consideration (in thousands):

Fassio Contingent Consideration

Balance, May 31, 2025

Fair value adjustments

Balance, February 28, 2026

Adjustments to the fair value of contingent consideration

are recorded within the selling, general

and administrative expenses in

the condensed consolidation statements of income.

Note 5 - Inventories

Inventories consisted of the following as

of February 28, 2026 and May 31, 2025 (in

February 28, 2026

Flocks, net of amortization

Feed and supplies

Raw materials and finished goods inventory

breeders (male and female chickens used to produce fertile eggs to hatch

for egg production flocks).

Our total flock at February

28, 2026 and May 31, 2025 consisted of approximately

million pullets and breeders and

million layers, respectively.

Note 6 - Equity

The following reflects equity activity for

the thirteen weeks ended February

28, 2026 and March 1, 2025 (in thousands):

Thirteen Weeks Ended February 28, 2026

Cal-Maine Foods, Inc.

Noncontrolling

Balance at November 29, 2025

Other comprehensive income,

Stock compensation plan

Repurchase of shares

Balance at February 28, 2026

Thirteen Weeks Ended March 1, 2025

Cal-Maine Foods, Inc.

liabilities measured

securities – available

-for-sale are all classified

as Level 2 and

securities with maturities

of three months

these securities

are yields, credit

risks, default

consideration

to Fassio Egg Farms, Inc.

(“Fassio”) contingent

profitability

in the second

The fair value

consideration

using a discounted

Key assumptions

and unobservable

require significant judgment

weighted average

egg prices, projected

period for which

consideration

The following

shows the beginning

ending balances

in fair value

consideration

(in thousands):

Fassio Contingent

Consideration

August 29, 2026

consideration

within “Accrued

other liabilities”

in the condensed

of contingent

consideration

within “Selling,

administrative”

in the condensed

of operations.

following as of

August 29, 2026

(in thousands):

of amortization

Raw materials

finished goods

fertile eggs to

for egg production

of approximately

million pullets and breeders

million layers,

respectively.

The following

equity activity

August 29, 2026

August 30, 2025

(in thousands):

August 29, 2026

-Maine Foods,

Noncontrolling

Balance at November

Other comprehensive

income, net of tax

Stock compensation

plan transactions

Class A common

Net income (loss)

Balance at March 1,

Thirty-nine Weeks Ended February 28, 2026

Cal-Maine Foods, Inc.

Noncontrolling

Balance at May 31, 2025

Other comprehensive

income, net of tax

Stock compensation plan

Contributions

Repurchase of shares

Balance at February 28,

Thirty-nine Weeks Ended March 1, 2025

Cal-Maine Foods, Inc.

August 29, 2026

August 30, 2025

-Maine Foods,

Noncontrolling

Balance at June 1, 2024

Other comprehensive

income, net of tax

Stock compensation

plan transactions

Contributions to

Crepini Foods LLC

Acquisition of

noncontrolling interest

in MeadowCreek

Class A common

Net income (loss)

Balance at March 1,

Note 7 - Net Income per Common

attributable to

Cal-Maine Foods,

weighted average shares

(and when they

were outstanding

Common Stock) outstanding.

All shares of

converted into Common

April 14, 2025.

Diluted net income per

share attributable to

Cal-Maine Foods, Inc.

on weighted-average shares of

outstanding during the

relevant period adjusted for

the dilutive effect

based awards.

25, 2025, the

Board approved

million share repurchase

in management’s

discretion, to repurchase

aggregate purchase

million (exclusive

repurchases),

other factors.

timing, number

be determined

in its discretion

including, but not

limited to, the market

general market

shares during first quarter

share repurchase

remaining authorization

million under the repurchase

to August 29, 2026,

the repurchase

(Loss) per Common

(loss) per share

weighted average

-Maine Foods,

on weighted-average

Stock outstanding

during the relevant

period adjusted

dilutive effect

Restricted shares

were antidilutive

net loss for the

first thirteen weeks of

were not included

loss per share

following table

reconciliation

income per common share attributable to

Cal-Maine Foods, Inc.

thousands, except per

in thousands,

(loss) attributable

to noncontrolling

(loss) attributable

-Maine Foods,

Weighted-average

shares outstanding,

of dilutive restricted

Weighted-average

shares outstanding,

(loss) per common

share attributable

-Maine Foods,

Stock Based Compensation

August 30, 2025

respectively.

million will be recorded

Item 8, Notes

to Consolidated

and Supplementary

The Company’s

thirteen weeks ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Gain (loss) attributable to

noncontrolling interest

Net income attributable to Cal-Maine

Weighted-average common shares

outstanding, basic

Effect of dilutive restricted shares

Weighted-average common shares

outstanding, diluted

Net income per common share

attributable to Cal-Maine Foods, Inc.

Note 8 - Stock Based Compensation

stock-based compensation expense was $

million for the thirty-nine weeks ended February

and March 1, 2025, respectively.

Unrecognized compensation expense as

August 29, 2026

Performance-Based

Total compensation

expense as a result

of the performance-based

program was $

for the thirteen

August 29, 2026

August 30, 2025,

respectively.

Our unrecognized

expense as a result

of non-vested

equity-based awards outstanding

and Restated 2012 Omnibus Long-Term Incentive Plan at February 28,

million will be recorded over a weighted

average period of

Refer to Part II Item

8, Notes to Consolidated Financial Statements and Supplementary Data, Note

13 – Stock-Based Compensation in our 2025

Annual Report for further information

on our stock compensation plans.

The Company’s equity-based award activity for the thirty-nine

weeks ended February

28, 2026 was as follows:

Average Grant

Date Fair Value

Outstanding, May 31, 2025

Outstanding, February 28, 2026

Note 9 – Segment Reporting

The Company has

operating and

reportable segment, which is the production, packaging, marketing

and distribution of

prepared foods and egg

The Company is managed on a

consolidated basis.

The Company’s

operating segment is

determined on the

our organizational structure and

information that

reviewed by our Chief Operating Decision Maker (“CODM”).

shares in the

performance-based

Item 8, Notes

to Consolidated

and Supplementary

– Stock-Based

on our performance

for our performance-based

is as follows:

Note 9 – Segment

previously managed

and reportable

in the fourth

revised its internal

reporting to change

in which its business is managed,

which reflects a

its operations

are not reportable

prior fiscal year

to reflect the

new reportable

of shell eggs

sold as conventional

shell eggs, which includes our

Sunny Meadow®.

Shell Eggs segment

primarily of the

grading, packaging,

nutritionally

well as branded

which includes

Land O’ Lakes®.

distribution of

The Company’s

CODM is Sherman Miller,

President and Chief

Executive Officer.

The CODM reviews net income, which is reported on the Condensed Consolidated Statements of Income,

assess the performance of, and

make decisions on

allocate resources to, the

The CODM utilizes

expense information regularly provided in the

CODM package in order to assist

with assessing performance and deciding how

Consolidated Statements of Income.

The measure of

segment assets is reported on

the Condensed

Consolidated Balance Sheet

as Total assets.

Revenue primarily

prepared foods,

products throughout

United States.

product offerings

include specialty

and conventional

Specialty shell

organic, brown,

free-range, pasture-raised

and nutritionally

enhanced eggs.

Conventional shell

shell egg sales not sold as specialty shell eggs.

The Company’s prepared

foods include offerings such as pre-cooked egg patties,

scrambled egg

formats, hard-cooked

and specialty

products include

liquid and frozen egg products.

Other sales represent

feed sales, miscellaneous byproducts and

resale products.

The following table provides revenue

disaggregated by product category

(in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Conventional shell egg sales

Specialty shell egg sales

Prepared foods

The following table provides revenue

disaggregated by sales channel

(in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Retail customers include primarily national and regional

grocery store chains, club stores,

and companies servicing independent

restaurants, convenience

stores, healthcare and education facilities

Note 10 - Commitments and Contingencies

In re Shell Eggs Litigation

substantially identical claims, including:

(1) the following lawsuits in the Southern

operating segments

are determined

of our organizational

structure and

Decision Maker

CODM is Sherman

Miller, President and

profitability,

CODM primarily

to prior period

periodic forecasts

to assist with assessing

deciding how to

selling, general

administrative

(“SG&A”) expenses

represents the

egg products,

SG&A represents

the corporate

primarily sales related

egg products or hard

yield loss, market

assess performance

resources based

August 29, 2026

Segment income

Other - segment

Other income,

August 30, 2025

Segment income

Other - segment

Gain on involuntary

Other income,

The following

shows the reconciliation

sales to consolidated

results (in thousands):

Other - segment

non-reportable

which includes

shell egg sales,

sales, hard-cooked

eggs and other

business activities.

The following table provides

disaggregated

by sales channel

which includes a

new industrial

historically (in thousands):

August 29, 2026

Other - segment

August 30, 2025

Other - segment

distributors and

serving restaurants

manufacturers

other customers

use our products

as ingredients or inputs

in further processing.

- Commitments

and Contingencies

Eggs Litigation

substantially

following lawsuits

District of Indiana:

(a) King Kullen Grocery

Cal-Maine Foods,

1:25-cv-2274,

(b) Nineteenseventynine LLC

Breakfast Joynt

Cal-Maine Foods, Inc., et

al., Case No.

1:25-cv-2301, (c)

Products, Inc.

Cal-Maine Foods, Inc., et

al., Case No.

1:25-cv-2554, (d) Hudson

Cal-Maine Foods,

1:25-cv-02573,

Cal-Maine Foods,

Inc., et al., Case No.

1:26-cv-00135, and (f) Gloria Emery,

Carol Goldberg, and Casey Whalen v.

Cal-Maine Foods, Inc., et al.,

(a) King Kullen

(b) Nineteenseventynine

The Breakfast

Egg Products,

Inc., et al., Case

1:25-cv-2554,

Lisciandro's Restaurant) v.

Cal-Maine Foods, Inc., et al., Case No.

1:25-cv-14030, (b) Phil-N-Cindy's Lunch, Inc.

1:25-cv-14082, (c) Yell

-O-Glow Corporation v.

Cal-Maine Foods, Inc.,

15084, and (d) Tariq

Habash, Delia Govea, Andrew Phillips,

and Catalina Torres

Urner Barry Publications, Inc., Cal-Maine

Foods, Inc., et al., Case No.

-Maine Foods,

(f) Gloria Emery, Carol

Goldberg, and

-Maine Foods,

Inc., et al.,

following lawsuits

Inc., et al., Case

1:25-cv-14030,

(3) the following lawsuits in the Western

(b) Phil-N-Cindy's Lunch, Inc.

Andrew Phillips, and

Urner Barry Publications,

following lawsuits

District of Wisconsin:

(a) Matthew Edlin

Cal-Maine Foods,

Lakia Session,

and Karen Solomon

Price, Lakia Session, and

Karen Solomon

-Maine Foods,

Inc., et al.,

Funk LLC d/b/a

-Maine Foods,

Inc., et al., Case

3:26-cv-00400,

following lawsuit in the

District of Missouri:

(d) Philly Phlava

Original Steaks

3:26-cv-00417;

producers and industry associations, conspired to

artificially inflate the prices of conventional

shell eggs nationwide, primarily

manipulation of

benchmarks (such

Clearinghouse,

restrictions,

certification

purchasers, monetary damages, injunctive relief, attorneys’ fees, and, in some cases, restitution under Section 1 of the Sherman

Gutierrez Family

3:26-md-03175;

(4) a lawsuit in the Western

(5) the following lawsuits in the Central

egg producers

associations,

artificially inflate

the prices of

shell eggs nationwide,

price benchmarks

Eggs Clearinghouse, Inc.

spot market),

reporting and

supply restrictions, particularly

during the calendar

highly pathogenic

seeks certification

indirect purchasers,

relief, attorneys’

in some cases,

restitution under

Act, 15 U.S.C.

§ 1 (the “Sherman Act”)

and various state antitrust and consumer

protection statutes.

On February 10, 2026, the

Joint Panel on

Multidistrict Litigation issued

a Transfer Order,

consolidating the above actions and

transferring them to the Western

District of Wisconsin for pre-trial proceedings.

The parties in

each case had agreed to stay the

otherwise respond

complaints pending

multi-district

Company disputes plaintiffs’ allegations

in each of these actions and intends to

§ 1 (the “Sherman

multidistrict proceedings.

An initial judicial

initial case management

order, setting forth

initial briefing to

disputes plaintiffs’

vigorously defend

itself in these actions.

Civil Investigative Demand

Investigative

connection with an antitrust investigation to determine whether there is,

has been or may be

a violation of the

antitrust laws by

anticompetitive conduct

itself in these action

Civil Investigative

of Justice (“DOJ”) in

investigation

anticompetitive

egg producers.

Company received

requesting information and documents

related to its investigation

of anticompetitive conduct and high egg

egg industry,

Company received

subpoena from

of Washington

investigation of anticompetitive conduct and high

egg prices in the egg

Additionally, various state Attorneys

investigation or

have requested access to

the confidential

disclosures by

investigations.

investigations

potential losses, if any, at this time.

State of Texas v.

Cal-Maine Foods, Inc.

d/b/a Wharton;

and Wharton County Foods,

On April 23, 2020,

the Company and its

subsidiary Wharton County Foods, LLC (“WCF”) were named as defendants

Cal-Maine Foods,

Wharton County

2020-25427, in

Harris County,

(the “State”) asserted

Practices—Consumer

In January 2026, the Company and WCF reached a settlement with the State of Texas with no admission of wrongdoing.

certain Texas food banks at no cost to the food banks.

Kraft Foods Global, Inc.

United Egg Producers,

On September 25, 2008,

the Company was named

several defendants in numerous

antitrust cases involving

its investigation of

anticompetitive

egg industry,

cases, except

plaintiffs who

sought substantial

damages allegedly arising

remaining plaintiffs

Food Global, Inc., General Mills,

Inc., and Nestle USA, Inc.

“Egg Products Plaintiffs”) and, until

a subsequent settlement

was reached as described

below, The Kellogg Company.

13, 2019, the

the Egg Products Plaintiffs

was remanded from a

multi-district litigation proceeding

of Pennsylvania,

2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc.

Producers, Inc.

-cv-8808, for

Products Plaintiffs

production of

plaintiffs paid

for processed

similar subpoena

investigation

anticompetitive

high egg prices in the egg industry.

Additionally,

DOJ’s investigation

disclosures by the

June 25, 2026, the

entered into an agreement

and 17 states’

general to resolve

investigation,

subject to applicable

court approvals

On June 29, 2026,

a civil antitrust

alleging that the Company

other defendants

simultaneously

is proceeding

Act, commonly

that includes

of the proposed

public comment

review before entry

final judgment.

denied all wrongdoing or violations

were assessed

reporting measures,

million eggs to

to resolve the

join in this settlement

with the State

of Washington’s

with its investigations.

of Washington’s

investigation

losses, if any,

cases involving the

These remaining

Global, Inc.,

Mills, Inc., and

Nestle USA, Inc.

“Egg Products

In particular,

Products Plaintiffs

certain features of the United Egg Producers animal-welfare guidelines and program used by the Company and many other egg

On October 24, 2019, the Company entered into a confidential settlement agreement

with The Kellogg Company dismissing all

claims against the Company for

an amount that did not

have a material impact on the Company’s

financial condition or results

of operations.

On November 11,

for dismissal

dismissed the Company with prejudice.

The trial of this case began on October 17, 2023.

December 1, 2023, the jury returned a decision awarding the Egg

below, The Kellogg

multi-district

litigation proceeding

District Court

Pennsylvania,

District Court

District of Illinois,

Egg Producers,

illegally raise the

egg products.

the Egg Products Plaintiffs

Egg Producers

-welfare guidelines and

other egg producers.

with The Kellogg

dismissing all

claims against

for an amount

with prejudice.

On December 1, 2023,

the Egg Products

million in damages.

On November 6, 2024, the court

entered a final judgement against the Company and other

defendants, jointly

and severally,

after trebling.

motion for judgment as a matter of law or for a new trial, and a motion to alter or amend the judgment.

million after

of law or for

to alter or amend

the judgment.

On December 13,

court granted

defendants’ November

enforcement of

requiring the

defendants to

post security during

post-judgment proceedings and

appeal, and stayed

proceedings and

proceedings to

judgment until the disposition of the post-judgment motions and ultimate appeals.

December 17, 2024, the Company posted

the approximate

until the disposition

-judgment motions

On December 17,

million, representing

plaintiffs filed a motion

to lift stay of

proceedings on attorney’s fees and

costs, and on December 5,

2025, the defendants filed

vigorously defend the claims asserted by

the Egg Products Plaintiffs.

ultimately upheld, the

Company would

be jointly and

severally liable with

other defendants for

previous settling

defendants, plus

of proceedings

on attorney’s

the defendants

vigorously defend

Egg Products Plaintiffs.

is ultimately

severally liable with other

million, subject

selling, general and

administrative expenses in

the Company’s

Condensed Consolidated

Statements of

noncurrent liabilities

Condensed Consolidated

Balance Sheets.

possible ultimate damages award, excluding the Egg Product Plaintiffs’ attorneys’

fees that we believe would be approximately

agreement with

defendants remaining in the case.

Our accrual may change

in the future to the extent we are successful in further proceedings in

administrative

classified as

other noncurrent

in the Company’s

Although less than

possible ultimate

excluding the

Egg Product Plaintiffs’ attorneys’

we believe would be approximately

remaining in the case.

in the future

we are successful

in further proceedings

the litigation.

State of Oklahoma Watershed Pollution Litigation

On June 18, 2005,

Oklahoma filed suit, in

the United States District

Court for the Northern District

against Cal-Maine

Oklahoma Watershed

Pollution Litigation

District Court for the

Northern District of Oklahoma,

Cobb-Vantress,

Inc., Cargill,

Inc., George’s,

Inc., Peterson

Cargill, Inc., George’s,

their affiliates.

litter the defendants polluted

the Illinois River Watershed.

This watershed provides water to

eastern Oklahoma.

Illinois River Watershed.

This watershed

provides water

The complaint

injunctive relief

monetary damages

was dismissed

operation within the

Illinois River Watershed.

Benton County Foods,

a defendant in

the litigation.

number of small contract producers

that operate in the area.

The non-jury trial in the case began

in September 2009 and concluded in

in the litigation.

the case began

February 2010.

On January 18, 2023, the court

findings of fact and conclusions

of law in favor of

of Oklahoma, but no

penalties were assessed.

The court found

defendants jointly and

severally liable for

state law nuisance,

federal common law

nuisance, and state law

also found the

producers vicariously liable for

the actions of

their contract producers.

2023, the court ordered

18, 2023, the court

conclusions of law in

favor of the State

the defendants

of their contract

unsuccessful.

circumstances of the Illinois River watershed.

On June 17, 2025, the court entered an

opinion and order that found that the State

satisfied its

conditions in the

the district court

denied defendants’

to dismiss the case.

status hearing

-old record and

circumstances

Illinois River Watershed

materially changed since

the original trial

Oklahoma filed

final judgment

thereof seeking

defendants, including

approximately $

from the Company, plus attorneys’ fees.

On July 30, 2025, the Company and other defendants filed

their form of proposed final

brief in support

thereof seeking no

monetary fines or

December 9, 2025,

entered a final

judgment imposing approximately $

imposing approximately

in total penalties

defendants and awarding certain

non-monetary remedies,

including injunctive

approximately

judgment also entitles the

State of Oklahoma to

attorneys’ fees and costs in

be determined at a later

The defendants expect to appeal this judgement.

accrual for this legal proceeding has been recorded as such amount is

not deemed material.

The injunctive relief provides for,

among other things, a special master to

oversee an investigation, develop a remediation plan

court approval, and

provide ongoing monitoring of

remediation projects, the costs

to be determined

relief provides

other things, a

special master

investigation,

a remediation

ongoing monitoring

of which will

be paid jointly

obligation is

currently expect

material share

injunctive relief

including relating to removal of litter, storage, transportation, disposal and future land applications.

The Company is continuing

to review and analyze the effects of the final judgement and cannot estimate the range of possible losses, but currently does

expect these additional requirements to have

a material impact on its operations.

On December 29, 2025, the defendants, including the Company, filed a motion to stay enforcement

of the judgment, and a brief

in support thereof, pending the

defendants’ appeals to the United

States Court of

Appeals for the Tenth

2026, the Company filed its

notice of appeal to the United States Court of

Appeals for the Tenth

On January 16, 2026,

the district court stayed the monetary portions of the judgement but declined to stay the injunctive portions.

Certain defendants,

not including the Company,

have since negotiated settlements in the form of consent judgments, and filed

a joint brief with the

State of Oklahoma supporting the entry of the consent judgments.

The trial court has not issued an indicative ruling on whether

defendants’ request for a stay pending

The Company intends to continue to vigorously

defend the claims asserted by

the State of Oklahoma.

million within

relief also includes

of litter, storage,

transportation,

applications.

district court

the injunctive

and all other defendants

entered into a

with the State

environmental

chicken litter in the IRW

reporting and

reporting measures.

and all defendants

filed an unopposed

joint motion for

settlement and

On August 17,

the trial court’s

court approvals

is not expected

or results of operations.

Other Matters

In addition to the above, the Company is

involved in various other claims and litigation incidental to its business.

outcome of these

matters cannot be determined

is involved in various

litigation incidental to

its business.

be determined

with certainty,

management, upon the advice of

of the opinion

the final outcome should not have a material

effect on the Company’s consolidated results of

operations or financial position.

Note 11 - Subsequent Events

March 2, 2026

, the Company acquired the shell egg, egg products,

and prepared foods assets of Creighton

approximately

acquired assets

approximately

million layers, including

thousand cage-free layers, and

thousand pullets, a feed mill,

acres of land, as well as an

egg products and hard-cooked

egg processing facility located near

is of the opinion

results of operations

its wholly-owned

indirect domestic

subsidiaries, as

Credit Agreement effective

(the “Credit Agreement”),

prior Amended

Credit Agreement

time to time)

Credit Agreement

senior unsecured

revolving credit facility in an

initial aggregate principal amount

million sublimit for

(collectively,

administrative

Credit Facility by up

senior term loans

increase in the

revolving commitments

August 31, 2031

Facility bear

plus the Applicable

in the Credit Agreement.

including financial

requiring (i) a

Debt to Capitalization

Ratio tested quarterly

is positive), less

fiscal quarter

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements