What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-09-30 compared with 2026-04-01 · 709 added, 1169 removed, 50 unchanged (97% of the section changed)

The following should

conjunction with Management’s

Discussion and Analysis of

Financial Condition

of Operations included in Part II Item 7 of the Company’s

Annual Report on Form 10-K for its fiscal year ended May 31, 2025

(the “2025 Annual Report”), and the

accompanying financial statements and

notes included in Part II

Item 8 of the 2025 Annual

Report and in

The following

“Management’s

and Results of Operations”

is provided to assist

in understanding

following should

in conjunction

with Management’s

Discussion and

Analysis of Financial

of Operations

7 of the Company’s

its fiscal year

Report”), and

the accompanying

Part I Item 1

of this Quarterly Report on

Form 10-Q (“Quarterly

This Quarterly Report contains numerous

forward-looking statements within the meaning of Section

27A of the Securities

(the “Securities Act”)

Securities Exchange Act

(the “Exchange Act”)

including potential

future supply

expected construction schedules, projected construction costs, potential future impact on our business of inflation and changing

projected operating data, including anticipated results of operations and financial condition, and potential future cash returns to

stockholders including the

any repurchases under our

share repurchase program.

Such forward-looking

of this Quarterly

-Q (“Quarterly

This Quarterly

-looking statements

Securities Act

“Securities Act”)

Securities Exchange

Act”) relating

price trends,

costs, potential

on our business

including anticipated

results of operations

and financial

including the

“contemplates,”

“anticipates,”

projected in the forward-looking statements.

The forward-looking statements are based on

management’s current intent, belief,

expectations, estimates, and projections regarding the Company

and its industry.

These statements are not guarantees of

performance and involve risks, uncertainties, assumptions, and other factors that are difficult to

predict and may be beyond our

could cause actual

differ materially

from those projected

forward-looking statements

include, among others, (i) the risk factors

set forth in Part I Item 1A Risk Factors of our 2025 Annual Report, as updated in Part

our quarterly report

for the quarter

ended November 29,

well as those

reports we file from time to time with the United States

Securities and Exchange Commission

(“SEC”) (including our Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K), (ii)

the risks and hazards inherent in the shell egg, egg products and

including but not limited to the current

outbreak of HPAI affecting poultry in the U.S., Canada and other countries

that was first

commercial flocks

February 2022

fiscal 2024 and again in

March 2026, (iii) changes

in the demand for

and market prices of

shell eggs and feed

costs as well as

increase in input costs for prepared foods,

(iv) our ability to predict and meet demand for cage-free and

other specialty eggs, (v)

obligations that

in the forward

-looking statements.

-looking statements

on management’s

current intent,

expectations,

estimates, and

regarding the Company

its industry.

and involve risks,

uncertainties, assumptions,

and other factors

are difficult

to predict and

results to differ

those projected

in the forward

-looking statements

(iii) increases in

for our shell egg operations

as well as increases in input

the risks and

shell egg, egg

prepared foods

(including, as

applicable, disease,

weather conditions,

and potential

recall), including but

countries that

was first detected

in commercial

that impacted

(vi) risks, changes,

or obligations

could result from

future acquisition

businesses, such

pending acquisition not

(vi) our ability to

successfully integrate and manage recently

acquired businesses like Echo

of new flocks

or businesses,

our acquisition

Foods completed

June 2, 2025,

our ability to

successfully integrate

acquisitions,

synergies, cost

relationships,

opportunities,

government regulations, (ix) potential impacts to our business as a

result of our Company ceasing to be a “controlled company”

under the rules of The Nasdaq

Stock Market on April 14, 2025, (x) risks relating to

potential changes in inflation, interest rates

including as a result of geopolitical conflicts and

other uncertainties.

The actual timing,

number and value of

shares repurchased

repurchase program

factors, including but not limited

to, the market price of

our Common Stock and general market and economic

share repurchase program may be suspended, modified or

discontinued at any time without prior notice.

Readers are cautioned

place undue reliance

forward-looking statements because, while

assumptions on

(viii) our ability

distribute shell eggs and prepared

and reliably,

ability to compete

with existing

and new market

retain existing

new customers

grow our product

mix including our prepared

offerings, (x) the impacts

eggs, including, without

regulations, (xi) risks relating to potential

in inflation, interest

(xii) the loss

or expiration

registered trademarks

we use in our business, (xiii) adverse

(xiv) global instability,

uncertainties

in Part I Item

1A Risk Factors of

with the Securities and

(the “SEC”) (including

in its discretion

-looking statements

are based are

reasonable, there can be

no assurance that

these forward-looking statements will

Further, forward-looking

statements included herein are

of the respective dates

thereof, or if

stated, as of the

Except as otherwise required by law,

we disclaim any intent or obligation to update

believe the assumptions

-looking statements

are based are reasonable,

be no assurance

that these forward

-looking statements

to be accurate.

Further, forward

-looking statements

included herein are

respective dates

is stated, as

as otherwise required

by law, we disclaim

intent or obligation

publicly these

forward-looking statements, whether

because of new information, future

-looking statements,

whether because

of new information,

events, or otherwise.

COMPANY OVERVIEW

Cal-Maine Foods,

(“Cal-Maine Foods,”

the “Company,”

“we,” “us,” “our”) is

affordable, and sustainable protein to millions

of households every day.

pasture-raised,

largest egg company

headquartered

in Ridgeland,

strong national

Foods provides

nutritious, affordable,

millions of households

nutritionally

participates in

growing prepared

offerings such

pre-cooked egg

scrambled egg

formats, hard-cooked

egg patties, omelets,

eggs, pancakes,

and specialty

Our operations are integrated, and we have one operating

and one reportable segment.

flock as of February 28,

of approximately 48.0

million layers and

14.3 million pullets and

is the largest

sell our products to

diverse group of customers, including national

and regional grocery store chains, club stores, companies servicing independent

and hotels throughout

the majority of the

to maintain efficient, state-of-the-art operations located

to our customers.

through acquisitions and leveraging our

scale, vertical integration, operational

excellence and financial

Our operating

are materially

market prices

higher market

our financial results

while higher market prices

for feed grains

have a negative

our financial results.

pricing for shell eggs

is negotiated with

our customers on individual

sell our shell

eggs at prices based

that take into

account, in varying ways, independently quoted regional wholesale market prices for shell eggs,

formulas related

of production,

grain-based and

variations of

4Grain®, Sunups®,

U.S., including

stores, companies

servicing independent

U.S., foodservice

manufacturers

as ingredients or inputs

in further processing,

close to our customers.

Our fiscal year

closest to May 31.

periods ended

on August 29,

our fiscal year

as applicable,

all references

shell eggs and

pursuing disciplined

through acquisitions

leveraging our scale,

vertical integration,

excellence and

on our financial

results while higher market

prices for feed

on our financial

sell our shell eggs under

pricing arrangements.

Hybrid arrangements

on production

include grain-based

Approximately

shell egg sales

approximately

are priced under

cost-plus arrangements,

models including

production and wholesale market prices.

Almost all of our conventional eggs are priced and sold under market-based

pricing frameworks or the hybrid models described

split almost evenly between such frameworks.

The majority of our specialty eggs are priced and

sold under frameworks

that are based on cost

of production,

although we do have some

customers that prefer market-based pricing for cage-free eggs.

specialty egg

as conventional

eggs directly

consumers or set the prices at which

eggs are sold to consumers.

for shell eggs

fluctuate in response to

seasonal demand factors and

a natural increase in

egg production during

with grain-based pricing representing one

plus pricing.

shell egg sales

-free eggs are sold

arrangements.

shell egg prices

not sell eggs

or set retail egg prices.

shell eggs fluctuate

increase in egg production

Historically,

increase with

highest prior to holiday periods, particularly Thanksgiving, Christmas

we have historically experienced,

and may experience in the future, lower

shell egg selling prices, sales volumes and shell egg sales (and have incurred, and

fiscal quarters

August/September and May/June,

highest prior

periods, particularly

Thanksgiving, Christmas

As a result, we have

historically experienced,

lower shell egg selling prices, sales volumes and

incurred, and

losses) in our

in August/September

respectively.

quarterly fluctuations, comparisons

operating results

between different

within a single fiscal year are

not necessarily meaningful comparisons.

continued availability

of feed ingredients,

contracts for future

soybean meal,

difference between the

price for grain

applicable futures price.

basis contract is

a common transaction

market that allows

us to lock-in

a basis level

specific delivery period and

set the futures

Furthermore, due

supply for organic

commit to purchase

organic ingredients

advance to help ensure supply.

Ordinarily, we do not enter into long-term contracts beyond

a year to purchase corn and

transportation

agricultural, energy and

trade policies

internationally,

and global instability

supply chain.

An important competitive advantage for Cal-Maine

Foods is our ability to meet our customers’ evolving needs with a favorable

mix of branded and private-label products

of conventional and specialty

eggs, including cage-free, organic,

brown, free-range,

pasture-raised and nutritionally-enhanced

as well as prepared

foods and egg products.

Outbreaks of HPAI

have continued to

occur in U.S.

poultry flocks.

outbreaks in 2015, there

were no reported

we incurred a

net loss in the

fourth quarter

of fiscal 2026 and

first quarter

Additionally,

shell egg prices are

significantly

higher, resulting in

fluctuations,

within a single fiscal year

necessarily meaningful

in recent years.

there were no

significant outbreaks

in the commercial

egg layer flocks until

February through

there were no HPAI

cases affecting commercial layers until November 2023.

In calendar year 2024 and

million and 45.2 million commercial layer

hens and pullets were depopulated due to HPAI, respectively.

In the current calendar

year 2026, 17.6 million layer hens and pullets

were depopulated due to HPAI through March 30, 2026.

On March 14, 2026,

subsequent to the third quarter of

fiscal 2026, we experienced an HPAI

outbreak within our pullet

resulting in the

depopulation of approximately 350,000 pullets.

are following the

protocols prescribed by the

United States Department of Agriculture (the

“USDA”) and will

continue to closely monitor

our operations to mitigate

spread or disruption.

HPAI is currently widespread in the wild bird population worldwide.

Further, according to the U.S.

Centers for Disease

and Prevention (“CDC”), as of

March 13, 2026,

there have been

outbreaks of HPAI

herds of dairy cows

and 71 human cases in

almost entirely among poultry

and dairy workers,

since the latest

outbreak began.

cases resulted

illness after

Both patients

were reported to

have underlying

health conditions

reported cases of

person-to-person

considered to

remain dedicated to

robust biosecurity

programs across

our locations

invested more

in biosecurity

equipment, supplies, procedures, and

training across

our locations since

However, no farm is immune from HPAI.

The extent of possible future outbreaks among U.S.

commercial egg layer

transmitted through safely handled and properly cooked eggs.

There is no known risk related to HPAI

associated with eggs that

are currently in the market and no eggs have

been recalled.

For additional information, see the

2025 Annual Report, Part II Item

7 “Management’s Discussion and Analysis of Financial Condition and

Results of Operations – HPAI.”

We have taken

proactive steps to

help mitigate the tight

egg supply situation across the country.

Our efforts resulted in a

and 13.0% increase in our average number of layer hens and breeder flocks, respectively, during the third quarter of fiscal 2026

compared to the same prior-year period.

Total chicks hatched increased

41.7% during the third quarter of fiscal 2026, compared

to the prior-year quarter.

CAGE-FREE EGGS

legislation or

regulations mandating

minimum space

requirements for

egg production

cage-free eggs

implementation of

January 2030.

represent approximately

population according

Massachusetts, Colorado, Michigan,

Oregon, Washington,

which collectively

approximately 23% of the total estimated U.S.

have cage-free

legislation currently in effect.

A significant number of our customers have announced goals to either exclusively offer cage-free eggs or significantly increase

cage-free egg

affordability

contingencies.

difficult to accurately predict customer

requirements for cage-free eggs.

are focused on

adjusting our cage-free production

capacity with

our customers

state requirements and

cases affecting

layers until November

million commercial

respectively.

in 2026, through

19.2 million layer hens

been depopulated

hen population

of depopulation.

is our ability to meet

our customers’

As always, we strive to offer a

product mix that aligns with current and anticipated customer purchase decisions.

engaging with our customers to help them meet their announced goals and needs.

We have invested significant capital in recent

years to acquire and

construct cage-free facilities, and we

expect our focus

for future expansion

will continue to include

free facilities.

Our volume of cage-free

egg sales has continued to increase and account for a larger

share of our product mix.

understand the

importance of

continued ability

conventional eggs

customers with a variety of egg choices

and to address hunger in our communities.

Strategy” and

Government Regulation,” and

risk factor in

“Risk Factors” under

heading “Legal and Regulatory Risk

Subsequent to our

third quarter of fiscal 2026,

effective March 2, 2026,

we acquired the shell

egg, egg products, and prepared

evolving needs

with a favorable

-label products

of conventional

including cage-free, nutritionally

brown, pasture

free-range eggs, as well as

egg products.

in the fourth

its operations

(1) Conventional

As we expanded

reviews operating

strategic initiatives.

to reflect the

new reportable

Note 9 – Segment Reporting

other businesses

in our industry.

acquisitions.

Massachusetts,

New Hampshire,

select key areas

New York, and

Foods (“Van’s”)

Lee Frozen Bakery,

approximately

million, subject

to customary post-closing adjustments.

See further discussion in

Note 11 - Subsequent Events

Condensed Consolidated Financial Statements

included in this Quarterly

Effective October 10, 2025, the Company acquired certain

assets of Clean Egg, LLC (“Clean Egg”) based

in Langwood, Texas,

for approximately $23.7 million.

assets acquired included 677 thousand

brown cage-free and free-range layers and

and other inventory,

machinery and equipment related to its

processing facility and contract production.

See further discussion

Note 2 – Acquisitions

of the Notes to Condensed Consolidated

Financial Statements included

in this Quarterly Report.

Effective June

acquired Echo

LLC (formerly

certain related

grow in prepared

business-to-retail, and

deliver greater value

supply chain.

the shell egg, egg

(collectively,

Burlington, Wisconsin

markets and distributes prepared foods, including

waffles, pancakes, scrambled eggs, frozen

cooked omelets, egg patties, toast

customer base.

further discussion

Note 2 – Acquisitions

Condensed Consolidated

Financial Statements

Quarterly Report.

previously announced projects to increase

efficiency and expand production capacity are ongoing and expected

to be completed

initiatives are

output, improve

efficiency and

greater operational

flexibility once

complete, Echo

will experience

remainder of fiscal 2026.

third quarter of

fiscal 2025, we

acquired certain assets

of Deal-Rite Foods,

and certain of

its affiliates

The assets acquired included two feed mills, storage facilities, usable grain, vehicles,

related equipment and a retail feed

sales business located in

North Carolina.

The acquired assets

will produce and

to our nearby shell

egg production

products and prepared foods venture.

LLC, founded in 2007,

grew its brand throughout the U.S.

and Mexico featuring

egg wraps, protein pancakes, crepes, and wrap-ups,

which are sold online and

in over 3,500 retail

The combined entity,

“Creighton”),

approximately

purchase additional equipment

for a 51% interest in the new venture.

Crepini LLC contributed its existing assets and business

in exchange for a 49%

the new venture.

(“MeadowCreek”), which

majority-owned subsidiary of

fourth quarter

2023, MeadowCreek

began operations

leading provider of

hard-cooked eggs.

second quarter

ownership interests in MeadowCreek

and it became a wholly-owned subsidiary of the

first quarter of

we acquired substantially

commercial shell egg

production, processing

products breaking

America, Inc.

affiliates (“ISE”).

acquired included

egg production

and processing

of acquisition

of approximately

hens, including 1.0 million cage-free, and 1.2

million pullets, feed mills,

approximately 4,000 acres of land, inventories and an

egg products breaking facility.

The acquired assets also include

an extensive customer distribution network across

the Northeast

and Mid-Atlantic states,

and production operations in

Maryland, New Jersey,

Delaware and South Carolina.

These production

and Delaware.

acquisition provides

an opportunity

significantly enhance our market reach

in the Northeast and Mid-Atlantic states.

EXECUTIVE OVERVIEW

million, respectively,

compared to $716.1

million and $1.3

billion, respectively,

for the same periods

2025, primarily

driven by a decrease

in the net average selling price of shell eggs, particularly

conventional eggs.

Our net average selling price per dozen for shell eggs for the third quarter of fiscal 2026 declined 56.5% to $1.766 from $4.060

prior-year period.

conventional egg

dozen declined

Average specialty egg prices per dozen declined 16.9% to $2.313 from $2.784 in the prior-year period.

Our dozens sold

for the third quarter of fiscal

2026 decreased 2.2% compared

to the third quarter of fiscal 2025.

Wholesale shell

egg prices are

volatile, cyclical,

consumer demand, seasonal

fluctuations, the

productivity of

U.S., outbreaks

of agricultural

diseases such

weather patterns and

retailers go-to-market strategies and how

they manage their inventories.

recent decline in

wholesale egg

prices primarily

reflects improved

associated with

the same period last year,

panic-driven purchasing activity appears to have subsided, and improved pipeline

accelerated purchasing

builds by retailers and foodservice operators.

As a result, wholesale

shell egg prices have declined, while retail shell egg prices

have adjusted more gradually.

average price

USDA daily average price

for large shell eggs dropped 78.9%, compared to the same

period last year.

According to the

USDA, the monthly

average size of the

layer hen flock

from December 2025

through February 2026

closely aligns

fiscal quarter)

was approximately

depopulated due to HPAI, compared with 45.0 million during the same period of fiscal 2025, representing a 70.6% reduction in

depopulations.

For more information about historical shell egg prices, see

Part I, Item 1.

“Business – Price for Shell Eggs” of our 2025 Annual

Prepared food sales

third quarter

2026 increased

shell egg production

approximately

3.2 million layers, including 500 thousand

processing facility

The transaction

the geographic

our shell egg

liquid egg capacity

we believe will

our integrated

approximately

$23.7 million.

primarily due to our acquisition of Echo Lake

Foods in the first quarter

of fiscal 2026.

production costs

third quarter

2026 increased

$0.04 compared to

period, primarily

farm production

costs increased 9.1%

relatively flat

third quarter of

compared to the third

quarter of fiscal

For information

about historical

corn and soybean meal prices, see Part I, Item 1.

“Business – Feed Costs for Shell Egg Production” of

our 2025 Annual Report.

Our prepared foods cost of sales increased $44.8

million for the third quarter of

compared to the prior-year period,

primarily due to the acquisition of

included 677 thousand

brown cage-free and

free-range layers

other inventory,

to its contract

egg processing business.

June 2, 2025,

Foods, LLC and

related companies

(collectively

“Echo Lake Foods”)

RESULTS OF OPERATIONS

The following table sets

forth, for the periods indicated, certain items

from our Condensed Consolidated Statements of Income

expressed as a percentage

of net sales.

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

Total other income, net

Income before income

Income tax expense

Income (loss) attributable to

noncontrolling interest

Net income attributable to Cal-Maine

third quarter of

approximately

prepared foods,

pre-cooked egg

patties, omelets,

scrambled egg formats,

increase efficiency

are ongoing and

first quarter

we recognized

gross profit of

million for the first quarter

in gross profit was a

selling price of

shell eggs, primarily conventional

lesser extent,

eggs sold and prepared

first quarter

shell egg price per dozen declined

first quarter

during fiscal

USDA, the size

million hens.

million hens, based

egg industry,

egg supplies.

USDA, egg-type

during August

million, down

million or 11.7% of

our net sales.

first quarter

million, compared to

Shell egg sales represented 85.8% and

94.9% of total net

sales for the third

of fiscal 2026 and 2025,

the first quarter

2026, primarily

in production

in mid-fiscal

shell egg prices are

cyclical, and

including consumer

fluctuations,

U.S., outbreaks

retailers go-to-market

their inventories.

believe the recent

following disruptions

retailers and

result, wholesale

shell egg prices have

shell egg prices

more gradually.

OF OPERATIONS

2027 Compared

2026 Compared

to noncontrolling

(loss) attributable

-Maine Foods,

first quarter

million compared

million in the

first quarter

million or 41.5%.

for conventional

For further discussion,

refer to “Segment

Results” within this

first quarter

million compared

million in the

first quarter

increase in specialty

increases in prices for conventional

first quarter

2027, operating

loss was $82.2

million compared

million in the first

million, or 133.0%.

was primarily attributable

loss within our

Shell Eggs segment as

price declined

the comparable

prior year period.

For the first

6, operating income

million compared

million in the

first quarter

million, or 33.3

sales prices for

contributions

directly charged

in income or loss of

unconsolidated

entities, and

dividends, among

our membership

in the EB cooperative.

million in the

first quarter

2027, compared

million in the first quarter

cash equivalents

securities available

-for-sale balances

respectively,

private-label

pasture-raised

nutritionally

Conventional shell eggs sales represent all

other shell egg sales not

sold as specialty shell eggs.

The Company’s

prepared food

pancakes, waffles, and specialty wraps.

Egg product offerings include liquid and frozen

egg products.

Other sales represent

sales, miscellaneous byproducts and resale

the thirty-nine

to commitment

our Credit Facility (defined

first quarter

million of interest income

million for the same

due to higher average

cash equivalents

and investment

securities available

-for-sale balances

higher yields.

recorded interest

of $150 thousand

first quarters

respectively,

Shell egg sales represented 85.3% and 94.7% of total net sales for the thirty-nine weeks ended February 28, 2026

to commitment

our Credit Facility.

For the first

7, we recognized a pre

million, compared

first quarter

reflecting an

first quarter

2026, we recorded

reflecting an

first quarter

we recorded income

reflecting an

items included

in income or loss for financial

reporting purposes

included in taxable

purposes, including tax

interest income,

nondeductible

to noncontrolling

(Loss) Attributable

to Noncontrolling

noncontrolling

first quarter

respectively.

The table below presents net sales in key

categories (in thousands, except

percentage data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Prepared foods

Total net sales

The table below presents an analysis of

our shell egg sales (in thousands, except

percentage data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Shell egg sales

Total shell egg sales

Total dozens sold

Net average selling price

All shell eggs

Shell egg sales

Third Quarter – Fiscal 2026 vs.

third quarter

2026, conventional

decreased $733.3 million,

or 72.1%, compared

$665.4 million decrease in net sales,

and a 6.7% decrease in the volume of conventional dozens sold, which resulted

a $67.7 million decrease in net sales.

In the third quarter of fiscal 2026, specialty egg sales decreased $39.8 million, or 12.1%, compared to the third quarter

decrease in net sales,

partially offset by a 5.8% increase in the volume of specialty eggs sold, which resulted

million increase in net sales.

See “Executive Overview” above for additional discussion of factors

impacting shell egg sales for the third quarters of

fiscal 2026 and 2025.

Thirty-nine weeks – Fiscal 2026 vs.

for conventional

which resulted

3.6% decrease in

of conventional

which resulted in a $76.7 million

decrease in net sales.

For the thirty-nine weeks ended February 28, 2026, specialty egg

sales decreased $14.4 million, or 1.6%, compared to

primarily due to

decrease in the

prices for specialty

resulted in a

specialty eggs

resulted in a $39.0 million increase

noncontrolling

first quarter

increase in sales

Crepini Foods in

with our ongoing expansion

(Loss) Attributable

-Maine Foods,

first quarter

million, or $1.26

to Net income attributable

-Maine Foods,

million, or $4.13 per basic

per diluted share

first quarter

-Maine Foods,

the first quarter

million, or $3.08

per basic and

per diluted share

2027 Compared

2026 Compared

Selling, general

administrative

Segment income

First Quarter

to fiscal 202

million, or 59.5

first quarter

2026, primarily

shell eggs were relatively

first quarter

million, or 19.8%

first quarter

2026, primarily

Cost per dozen

sold decreased

due to a 53.9%

in the price and

30.6% decrease

egg purchases

prior period.

administrative

million, or 23.6

first quarter

million increase

rising fuel costs

First Quarter

to fiscal 202

million, or 5.5%

first quarter

2025, primarily

shell eggs, resulting in a

million increase

shell egg dozens sold, resulting

million increase

in net sales.

During the first three quarters of fiscal 2026, a

higher proportion of our conventional eggs were sold on a hybrid pricing model

that takes into account both our cost of production

as well as wholesale market prices,

instead of solely market-based pricing,

customer demand.

hybrid pricing

arrangement may

customers better

their businesses

and reinforces

volatility in

our financial

historical time periods when wholesale

market prices were

Prepared foods sales

Third Quarter – Fiscal 2026 vs.

In the third quarter of

fiscal 2026, prepared food

sales increased $51.9 million,

compared to the third quarter of

2025, primarily due to

an 834.3% increase in pounds

sold which resulted in

a $49.3 million increase in net sales.

was completed

quarter of fiscal 2026 as well as

a nine-fold increase in sales volume at

Thirty-nine weeks – Fiscal 2026 vs.

discussed above.

Egg products sales

Third Quarter – Fiscal 2026 vs.

In the third quarter of fiscal 2026, egg

products sales decreased $30.9 million, or 62.7%, compared to the third quarter

of fiscal 2025, primarily due to a 60.7%

decrease in the net average selling price, resulting in a $31.0 million decrease

products sales,

increase in net sales.

Thirty-nine weeks – Fiscal 2026 vs.

For the thirty-nine weeks ended February

28, 2026, egg products sales decreased

$15.7 million, or 14.9%, compared to

the same period of fiscal 2025, primarily due to a 16.4% decrease in the net average

selling price, resulting in an $18.6

million decrease in net sales, partially

offset by a 6.8% increase in the volume of egg products sales,

resulting in a $6.0

million increase in net sales.

COST OF SALES

Cost of sales

consists of costs

directly related to producing, processing and packaging shell

eggs, purchases of shell eggs from

outside sources,

processing and

prepared foods

non-egg costs.

Farm production

costs incurred

production facilities,

including feed,

facility (including

amortization and

related farm production costs.

The following table presents our cost

of sales (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

Cost of sales

Farm production

Processing, packaging,

and warehouse - shell

Egg purchases and other

cost of sales

Prepared foods

Total cost of sales

Farm production costs (per

dozen produced)

Total farm production cost

Dozens produced

Percent produced to sold

Third Quarter – Fiscal 2026 vs.

production costs

increased 5.0%,

third quarter

first quarter

1.5% decrease

in cost per dozen

2027 Compared

2026 Compared

Selling, general

administrative

Segment income

First Quarter

to fiscal 202

$38.7 million,

to the first quarter

2026, primarily

in our specialty egg production compared to the same

period in the prior fiscal year.

Processing, packaging and warehouse costs increased

shell eggs, resulting in a

million decrease

sold, resulting in

million decrease

The prior-year

period benefited

pricing relationships

shell eggs that

lower volumes

million, or 7.1%

first quarter

2026, primarily

sold attributable

costs, partially

in sales volume.

Selling, general,

administrative

million, or 9.1%

first quarter

million marketing

reimbursement

by higher delivery costs

to rising fuel

First Quarter

to fiscal 202

$27.9 million,

compared to the third quarter of fiscal 2025, as our

processing costs

dozen increased 6.4%

to the first quarter

of fiscal 202

due to an increase

sold, resulting in

million increase

purchases and

decreased $212.2

62.7% decrease

outside egg purchases compared to the third quarter of fiscal 2025,

which resulted in a $180.7 million decrease in cost

12.8% decrease in

egg purchases,

quarter of fiscal

which resulted in a $42.2 million decrease

in cost of sales.

Prepared foods costs increased primarily due

to the increased sales volume which is primarily due to the acquisition of

Echo Lake Foods as well as increased

production at Crepini.

Thirty-nine weeks – Fiscal 2026 vs.

Farm production

costs increased 4.8%

primarily due

2.5% increase

in production

million increase in cost of

sales, and a 2.4%

egg production, resulting

million increase in cost

This increase was primarily

due to the same reasons as described

Processing, packaging and warehouse increased $20.7

our processing costs and packing

dozen increased 5.5% which resulted in

a $15.3 million

increase in cost of sales, as

an increase in the

of eggs processed, which resulted

in $3.6 million increase in cost of sales.

Egg purchases and other cost of sales decreased $303.0 million, compared to the same

prior-year period, primarily due

to a 35.8% decrease in the price of

outside egg purchases,

resulting in a $240.8 million decrease in cost of sales, and a

10.6% decrease in the volume of

outside egg purchases, resulting in a $80.4 million

decrease in cost of sales.

Prepared foods costs increased

primarily due to the same reasons described

Current indications

favorable stocks-to-use ratio

near the levels

prevailing today

remainder of fiscal 2026;

long as outside

factors remain uncertain (including trade and tariff negotiations, weather

patterns and global supply chain disruptions),

volatility could remain.

third quarter

$119.3 million,

compared to $716.1

The decrease was primarily driven by 56.5%

lower net average selling prices

for shell eggs partially offset

by a decrease in the

price and volume of outside egg purchases,

as our percent produced

to sold increased 3.5% to 91.5%.

period of 2025.

The decrease was primarily driven by 32.3% lower net

average selling prices

for shell eggs, offset

a decrease in the price and

volume of outside egg purchases, as dozens produced increased 2.4%, as well

as contributions from

prepared foods.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

shell eggs, resulting

million, or 9.3%

first quarter

2025, primarily

Selling, general,

administrative

administrative expenses.

Delivery expense includes contract trucking expense and all

costs to maintain and operate our fleet of

deliver products to

including the related

payroll expenses.

Marketing expense includes

franchise fees that

marketing expenses,

payroll expenses for

Other general

and administrative

expenses include

corporate payroll related

expenses and other

general corporate overhead costs.

The following table presents

an analysis of

SGA expenses (in thousands):

Thirteen Weeks Ended

February 28, 2026

March 1, 2025

Delivery expense

Marketing expense

Other general and administrative expenses

Third Quarter – Fiscal 2026 vs.

Delivery expense

increased 18.2%,

acquisition of

Echo Lake Foods and increased

contract trucking costs.

franchise fees.

fees increased

increased 5.8%.

higher prices for conventional eggs compared to

specialty eggs diminished the need to

promote specialty eggs;

EB temporarily reduced the related franchise fees for certain specialty egg brands to

encourage continued

production of these branded eggs.

third quarter of

fiscal 2026, other

general and administrative

expenses decreased 11.3%,

compared to the

million, or 7.6%

first quarter

primarily due

the accrual for

anticipated employee bonuses

earnout liability

intangible assets acquired related

to acquisitions during the current

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

Delivery expense

Marketing expense

Other general and administrative

Thirty-nine weeks – Fiscal 2026 vs.

described above

described above.

$1.3 million increase

specialty dozens

sold increased

8.5% compared

2027 Compared

2026 Compared

Selling, general

administrative

incurred higher professional and legal fees

primarily related to our acquisitions

made during the current fiscal year

amortization of

assets acquired

reduced charge

bonuses compared to the prior fiscal year

GAIN ON INVOLUNTARY CONVERSION

In the first quarter of fiscal 2026, we recorded a gain of $7.5 million due to business interruption insurance

a weather-related event

that occurred in fiscal 2021.

OPERATING INCOME

third quarter of

we recorded operating

$35.9 million,

compared to operating

million for the same period of fiscal 2025.

the thirty-nine

operating income

income of $1.1 billion for the same period of

OTHER INCOME (EXPENSE)

expense, equity in income or

loss of unconsolidated entities, and patronage dividends,

among other items.

Patronage dividends

are paid to us from our membership in

the EB cooperative.

For the third

quarter of fiscal 2026, we earned $11.4

interest income compared to $12.8

million for the same

2025, primarily due to

lower average cash and

cash equivalents and

investment securities available-for-sale balances.

recorded interest expense of

Segment income

Not Meaningful

First Quarter

to fiscal 202

million impact

sales, partially

million impact

as we continue

our production

in mid-fiscal 2026.

the first quarter

2026, primarily

12.1% increase

in the cost per

higher operating costs

our production

lower sales volumes

Selling, general,

administrative

million, compared

delivery charges

rising fuel costs

2027 Compared

2026 Compared

Other - segment

on involuntary

administrative

directly related

First Quarter

to fiscal 202

million, or 168.5

first quarter

in egg products

prices, partially

SG&A increased

million, or 53.1

first quarter

2026, primarily

million reduction

in contingent

liability earn

we recognized

with a weather

-related event

occurred in fiscal

First Quarter

- Fiscal 2026

to fiscal 2025

million, or 325.2%

first quarter

was primarily

increase in egg products

sales price and

8.3% increase

sales volume.

SG&A decreased

$924 thousand,

ended February

and March 1, 2025, respectively.

For the thirty-nine weeks ended

February 28, 2026, we

earned $36.9 million

of interest income compared to $32.6

period of fiscal

2025, primarily due to

higher average cash and

cash equivalents and investment

securities available-

for-sale balances.

The Company recorded

interest expense of $507 thousand and $457 thousand for the thirty-nine weeks ended

February 28, 2026 and March 1, 2025, respectively.

For the third

quarter of fiscal 2026, our

pre-tax income was

$58.2 million,

compared to $663.0 million

for the third quarter

was recorded for

third quarter

This includes the discrete tax benefit of $8.2 million associated with the fiscal 2025 provision-to-return adjustments.

adjusted effective

quarter 2025, income tax expense

was $154.9 million with an effective

tax rate of 23.4%.

For the thirty-nine weeks ended

February 28, 2026,

pre-tax income was $457.5

million, compared to $1.1

billion for the

expense of $104.4

recorded for the

thirty-nine weeks

ended February 28,

provision-to-return adjustments.

Excluding the

benefit, income

effective tax rate of 24.6%.

For the same period

fiscal 2025, income tax expense was $273.9 million

with an effective tax rate

Items causing our effective tax rate to

differ from the federal statutory income tax rate of

21% are state income taxes, offset

certain federal tax credits and

certain items included in

income or loss for

financial reporting purposes that

are not included in

taxable income or loss

for income tax purposes, including

tax exempt interest income, certain nondeductible expenses, and net

income or loss attributable to noncontrolling

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

Net income attributable to Cal-Maine Foods, Inc.

for the third quarter ended February 28, 2026 was $50.5 million, or $1.07 per

basic and $1.06 per diluted common share, compared to

net income attributable to Cal-Maine Foods, Inc.

$508.5 million,

$10.42 per basic and $10.38 per diluted

common share,

for the same period of fiscal 2025.

attributable to

Cal-Maine Foods,

the thirty-nine

$352.6 million,

basic and $7.34

per diluted common share,

compared to net

income attributable to Cal-Maine

million or $17.99 per basic and

$17.92 per diluted common share, for

the same period of fiscal

LIQUIDITY AND CAPITAL RESOURCES

Working Capital and Current Ratio

working capital is defined as

current assets less current liabilities.

Our current ratio was

February 28, 2026

current ratio is

primarily due

decrease in dividends

third quarter 2026.

ratio is calculated by dividing current

assets by current liabilities.

Cash Flows from Operating Activities

For the thirty-nine weeks ended

February 28, 2026, $476.9

net cash was provided by

operating activities, compared

or 5.4%, compared

first quarter

slightly offset

higher legal and

as additional

of intangibles

were acquired

our acquisition

in the first quarter

LIQUIDITY AND

Current Ratio

Our working capital

billion at August 29, 2026

billion at May

The calculation

ratio is calculated

by dividing current assets

Flows Provided by

million in net cash

activities, compared

million provided

activities for

comparable period

operating activities resulted primarily from a decrease

in cash collections from customers as a result of decreased

prices of shell

eggs compared to the prior fiscal year

Cash Flows Used in Investing Activities

thirty-nine weeks

ended February

investing activities,

primarily relating

acquisitions of

and purchases

investment securities, compared

$385.1 million

investing activities in the

same period of fiscal 2025.

Purchases of investment securities were $503.7 million

during the thirty-

maturities of investment

prior fiscal year

Flows Provided by

securities, compare

securities were $49.6 million during the thirteen

securities were $211.8

million in the

prior fiscal year

period while purchases of

investment securities

while purchases

securities were $270.3

million during

acquisitions,

acquired, was

thirty-nine weeks ended February 28, 2026,

related to the Echo Lake

Foods and Clean

Egg acquisitions, and

$116.2 million in

the prior-year period, related

to the ISE acquisition.

Purchases of property, plant and equipment were

million in the prior-year period, related

million and $45.3

million in fiscal 2026

and 2025, respectively, primarily reflecting progress

on our construction projects.

Cash Flows Used in Financing Activities

For the thirty-nine weeks ended February 28,

2026, $315.8 million

was used in financing activities, primarily due to

$167.2 million

financing activities

treasury were

thirty-nine weeks

ended February

primarily due to the repurchase

of common stock under the Company’s share repurchase

Net Change in Cash and Cash Equivalents

As of February 28, 2026,

cash equivalents and restricted cash decreased $105.3 million since May 31, 2025, compared to

an increase of $259.4 million during the same period of fiscal 2025.

decrease is primarily due to decreased cash collections

from customers as a

result of decreased prices of

shell eggs compared to the

prior year as

well as the use

Lake Foods and Clean Egg acquisitions

completed during fiscal 2026.

million in the first quarter

2026, respectively,

primarily reflecting progress

on our construction

Flows Used in Financing

million in net

million during the

thirteen weeks

dividends paid

in the first quarter

million paid in the same

million since May

of investment

securities, offset

used in operations.

during the first

was primarily due

Credit Facility

agreement that

secured revolving

“Credit Facility”), in an initial aggregate

principal amount of up to $250 million with a five-year

As of February 28, 2026,

were borrowed

in outstanding

standby letters

under our Credit Facility for the benefit

of certain insurance companies.

Share Repurchase Program

In February 2025, the Company’s

Board of Directors (“Board”) approved a $500 million

share repurchase program.

repurchase program authorizes

the Company, in

management’s discretion, to repurchase shares of our common stock from time

to time for an aggregate purchase price up to

$500 million (exclusive of any fees, taxes, commissions or other expenses related

to such repurchases), subject to market conditions and other

The actual timing, number and value of shares repurchased

program will be

determined by management in

its discretion

and will depend

of factors, including, but

revolving credit

initial aggregate principal amount

million with a five-year

term expiring November

Credit Agreement effective

which amended

the Company’s

Credit Agreement, dated

Credit Agreement

senior unsecured

revolving credit

initial aggregate

million sublimit for

million sublimit

swingline loans

(collectively,

Credit Facility

administrative

million in outstanding

credit issued

Credit Facility for the

Note 11 – Subsequent Events

, for further

regarding the Credit Facility and

Credit Agreement.

Share Repurchase

Directors (the

million share repurchase

in management’s

discretion, to

million (exclusive

repurchases),

other factors.

timing, number

in its discretion

including, but

limited to, the market

price of our common

general market

approximately

third quarter

had remaining

authorization to

$350.8 million

repurchase program.

first quarter

during the first quarter

the first quarter

remaining authorization

Part II, Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

The Company expects to strategically and opportunistically

repurchase shares from time to time through solicited

or unsolicited

transactions in the open

market, in privately negotiated transactions or

by other means

in accordance with securities laws.

share repurchases under

from existing

cash balances

share repurchase program does not obligate the Company to repurchase any specific amount of shares, does not have

an expiration date, and may be suspended,

modified or discontinued at any

time without prior notice.

approximately

approximately $0.355 per

with respect to

quarter of fiscal

outstanding shares

2026, to holders of record

on April 29, 2026.

Material Cash Requirements

Material cash requirements

for operating activities primarily consist

of feed ingredients,

processing, packaging and warehouse

requirements for growth capital expenditures consist

primarily of our construction projects

to increase our production

of prepared foods and cage-free shell

egg production.

believe our current cash

balances, investments, projected cash flows

from operations,

and available

million in shares

expects to strategically

opportunistically

through solicited or unsolicited

in privately negotiated

in accordance

with securities laws.

existing cash

to repurchase any

specific amount

be suspended,

or discontinued

prior notice.

with our variable

dividend policy,

Stock with respect

our first quarter

until the Company

is profitable

in which a dividend

first quarter

losses to be recovered

Notes to Condensed

Note 1 – Summary of Significant Accounting Policies

regarding our variable

dividend policy.

ingredients, processing, packaging

growth capital

consist primarily of

our construction

our production

shell egg production.

We believe our

borrowings under

Facility will

be sufficient

next 12 months and to fund our capital commitments currently

in place thereafter.

Future acquisitions of businesses

additional financing.

IMPACT OF RECENTLY

Credit Facility

next 12 months

currently in place thereafter.

Future acquisitions

of businesses

ISSUED ACCOUNTING

For information on changes in accounting principles and new

accounting principles,

New Accounting Pronouncements and

For information

on changes in accounting

and new accounting

New Accounting

Pronouncements and

Note 1 - Summary of Significant Accounting Policies

Statements included in this Quarterly

CRITICAL ACCOUNTING ESTIMATES

included in this Quarterly

Critical accounting

estimates are those

estimates made

in accordance

generally accepted

accounting principles

a significant

estimation uncertainty

reasonably likely

material impact

financial condition

of operations.

estimates identified in

2025 Annual Report.

QUANTITATIVE AND QUALITATIVE

principles that

critical accounting

AND QUALITATIVE

in our exposure

risk during the thirteen weeks ended

August 29, 2026

7A, Quantitative

Disclosures About Market

There have been no material changes

in our exposure to market risk during the

thirty-nine weeks ended

February 28, 2026 from

the information provided in Part II Item 7A,

Quantitative and Qualitative

Disclosures About Market Risk

in our 2025 Annual

Risk in our 2026

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 2. Management’s Discussion and Analysis