CALM 10-Q
Cal-Maine Foods Inc (CALM)
10-Q
2026-09-30
For: 2026-08-29
View Original
Added on
September 30, 2026
1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
or
For the transition period from ____________ to ____________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S Employer Identification No.)
,
,
,
(Address of principal executive offices) (Zip Code)
(
)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
The
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☑
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☑
Accelerated filer
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Non – Accelerated filer
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Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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There were
2
INDEX
Page Number
Part I.
Financial Information
Item 1.
Item 2.
Item 3.
Item 4.
Part II.
Other Information
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.
3
PART I. FINANCIAL
INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except for par value amounts)
(Unaudited)
August 29, 2026
May 30, 2026
Assets
Current assets:
Cash and cash equivalents
$
$
Investment securities available -for-sale
Trade and other receivables, net
Income tax receivable
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant & equipment, net
Goodwill
Intangible assets, net
Other long -term assets
Total Assets
$
$
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
$
Accrued wages and benefits
Accrued expenses and other liabilities
Total current liabilities
Other noncurrent liabilities
Deferred income taxes, net
Total liabilities
Commitments and contingencies - see Note 10
—
—
Stockholders’ equity:
Common stock ($
Paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of tax
(2,429 )
(1,466 )
Common stock in treasury at cost –
shares at May 30, 2026
(222,854 )
(217,767 )
Total Cal -Maine Foods, Inc. stockholders’ equity
Noncontrolling interest in consolidated entity
Total stockholders’ equity
Total Liabilities and Stockholders’ Equity
$
$
See Notes to Condensed Consolidated Financial Statements.
4
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Thirteen Weeks Ended
August 29, 2026
August 30, 2025
Net sales
$
$
Cost of sales
Gross profit
Selling, general and administrative
Gain on involuntary conversions
(7,488 )
Loss on disposal of fixed assets
Operating income (loss)
(82,165 )
Other income (expense):
Interest income, net
Other, net
(70 )
Total other income, net
Income (loss) before income taxes
(74,196 )
Income tax expense (benefit)
(17,992 )
Net income (loss)
(56,204 )
Less: Income (loss) attributable to noncontrolling interest
(233 )
Net income (loss) attributable to Cal -Maine Foods, Inc.
$
(58,615 )
$
Net income (loss) per common share:
Basic
$
(1.26 )
$
Diluted
$
(1.26 )
$
Weighted average shares outstanding:
Basic
Diluted
See Notes to Condensed Consolidated Financial Statements.
5
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of
Comprehensive Income (Loss)
(In thousands)
(Unaudited)
Thirteen Weeks Ended
August 29, 2026
August 30, 2025
Net income (loss)
$
(56,204 )
$
Other comprehensive income, before tax:
Unrealized holding gain (loss) on available -for-sale securities, net of reclassification
adjustments
(1,270 )
Income tax benefit (expense) related to items of other comprehensive income
(625 )
Other comprehensive income (loss), net of tax
(963 )
Comprehensive income (loss)
(57,167 )
Less: Comprehensive income (loss) attributable to the noncontrolling interest
(233 )
Comprehensive income (loss) attributable to Cal -Maine Foods, Inc.
$
(59,578 )
$
See Notes to Condensed Consolidated Financial Statements.
6
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Thirteen Weeks Ended
August 29, 2026
August 30, 2025
Cash flows from operating activities:
Net income (loss)
$
(56,204 )
$
Depreciation and amortization
Deferred income taxes
(18,012 )
Other adjustments, net
(60,706 )
Net cash provided by (used in) operations
(101,390 )
Cash flows from investing activities:
Purchases of investment securities
(49,558 )
(270,315 )
Sales and maturities of investment securities
Acquisition of franchise territory
(25,000 )
Acquisition of business, net of cash acquired
(275,291 )
Purchases of property, plant and equipment
(26,612 )
(45,302 )
Net proceeds from disposal of property, plant and equipment
Net cash provided by (used in) investing activities
(409,714 )
Cash flows from financing activities:
Payments of dividends
(114,163 )
Purchase of common stock by treasury
(5,059 )
(18 )
Net cash used in financing activities
(5,059 )
(114,181 )
Net change in cash, cash equivalents and restricted cash
(245,291 )
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
$
See Notes to Condensed Consolidated Financial Statements.
7
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Summary of Significant Accounting Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of Cal -Maine Foods, Inc. and its subsidiaries (“Cal -Maine Foods,”
the “Company,” “we,” “us,” “our”) have been prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X and in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for
interim financial reporting and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended
May 30, 2026 (the “2026 Annual Report”). These statements reflect all adjustments that are, in the opinion of management,
necessary to a fair statement of the results for the interim periods presented and, in the opinion of management, consist of
adjustments of a normal recurring nature. Operating results for the interim periods are not necessarily indicative of operating
results for the entire fiscal year.
Fiscal Year
The Company’s fiscal year ends on the Saturday closest to May 31. Each of the three-month periods ended on August 29, 2026
and August 30, 2025 included
13
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Intangible Assets
Intangible assets are initially recorded at fair value in business acquisitions, which include primarily customer relationships and
other definite-lived intangibles. They are amortized over their estimated useful lives of
accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no
longer in use or the contract has expired. When certain events or changes in operating conditions occur, asset lives may be
adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts.
The Company periodically evaluates the remaining useful lives of our intangible assets and whether events and circumstances
continue to support the related accounting conclusions. As of May 31, 2026, the Company reassessed the estimated useful life
of certain intangible assets previously classified as with a definite life and determined that it was appropriate to reclassify
franchise rights to
an
indefinite life. The use of an indefinite life for all franchise rights contemplates the Company’s historical
ability to renew its franchise agreements indefinitely and at little cost. Therefore, cash flows derived from the franchise
agreements are expected to continue indefinitely. As of May 31, 2026, the franchise agreements intangible assets had an
aggregate carrying amount of approximately $
consolidated balance sheets. Amortization expense decreased by approximately $
August 29, 2026 and future periods as a result of this change in estimate. As of August 29, 2026, the franchise agreements
intangible assets had an aggregate carrying value of approximately $
franchise rights further described in
Indefinite life assets are recorded at fair value in business acquisitions and represent franchise rights, brand names and water
rights. They are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators
arise.
Dividends Payable
Dividends are accrue d 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 on a quarterly basis for each quarter for which
the Company reports net income attributable to Cal -Maine Foods, Inc. , computed in accordance with GAAP, in an amount
equal to
one-third
the last day of such quarter, except for the fourth fiscal quarter. For the fourth quarter, the Company pays dividends to
8
stockholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date.
Following a quarter for which the Company does not report net income attributable to Cal-Maine Foods, Inc., the Company will
not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the
date of the most recent quarter for which a dividend was paid. The dividend policy is subject to periodic review by the Board.
In accordance with our variable dividend policy, we will not pay a cash dividend to holders of our Common Stock with respect
to our first quarter of fiscal 2027.
Revenue Recognition
The Company recognizes revenue through the sale of its products to customers through retail, foodservice , industrial and other
distribution channels. The majority of the Company’s revenue is derived from agreements or contracts with customers based
upon the customer ordering its products with a single performance obligation of delivering the product. The Company believes
the performance obligation is met upon delivery and acceptance of the product by its customers, which generally occurs upon
shipment or delivery to a customer based on the terms of the sale. Costs paid to third party brokers to obtain agreements are
expensed as the Company’s agreements are generally less than one year.
Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for delivery of the
products. The Company periodically offers sales incentives or other programs such as rebates, discounts, coupons, volume-
based incentives, guaranteed sales and other programs. The Company 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
rates of each program. The Company regularly reviews these estimates and any difference between the estimated costs and
actual realization of these programs would be recognized in the subsequent period.
New Accounting Pronouncements and Policies
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-
03,
Income Statement
—
Reporting Comprehensive Income
—
Expense 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. Additionally, in January 2025, the FASB further clarified the effective date of
ASU 2024 -03 with the issuance of ASU 2025-01. ASU 2024-03 is effective for annual periods beginning after December 15,
2026, and interim periods within annual reporting periods beginning after December 15, 2027. 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 pronouncement s issued or effective during the fiscal year that had or are expected to have a
material impact on our consolidated financial statements.
Note 2 - Acquisition
Acquisition of Eggland’s Best
®
Effective
, the Company acquired the Eggland’s Best® franchise territory in the Northeast for $
acquisition gives the Company the exclusive right to distribute and sell
Egg-Land’s Best®
Land O’ Lakes®
in Maine, Massachusetts, New Hampshire, Rhode Island, and select key areas in Vermont, New York, and Connecticut . The
Company accounted for the acquisition as an asset acquisition, as the fair value of the asset being acquired was recorded as an
indefinite life franchise rights intangible asset.
9
Note 3 - Investment
Securities Available-for-Sale
The following represents the Company’s investment securities available -for-sale as of August 29, 2026 and May 30, 2026 (in
thousands):
August 29, 2026
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total current investment securities
$
$
$
$
May 30, 2026
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
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 or
without penalties. Contractual maturities of current investment securities at August 29, 2026 are as follows (in thousands):
Estimated Fair Value
Within one year
$
1-5 years
Total
$
Note 4 - Fair Value Measurements
The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value
hierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated,
knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would
be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to
settle the liability with the creditor.
•
Level 1
•
Level 2
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 liability, and
◦
inputs derived principally from or corroborated by other observable market data
•
Level 3
significant to the fair value of the assets or liabilities
10
The disclosure of fair value of certain financial assets and liabilities that are recorded at cost are as follows:
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
liabilities that are required to be measured at fair value on a recurring basis as of August 29, 2026 and May 30, 2026 (in
thousands):
August 29, 2026
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total assets measured at fair value
$
$
$
$
Liabilities
Contingent consideration
$
$
$
$
Total liabilities measured at fair value
$
$
$
$
May 30, 2026
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
$
$
Commercial paper
Corporate bonds
Certificates of deposits
US government and agency obligations
Treasury bills
Total assets measured at fair value
$
$
$
$
Liabilities
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
longer when purchased. We classified these securities as current because amounts invested are readily available for current
operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility.
Contingent consideration classified as Level 3 consists
of
the potential obligation to pay an earnout to Fassio Egg Farms, Inc.
(“Fassio”) contingent on the acquired business meeting certain return on profitability milestones over a
three-year
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
the contingent consideration is measured , and the probability assessments with respect to the likelihood of achieving the
forecasted projections.
11
The following table shows the beginning and ending balances in fair value of the contingent consideration (in thousands):
Fassio Contingent Consideration
Balance, May 30, 2026
$
Fair value adjustments
(2,500 )
Balance, August 29, 2026
$
At August 29, 2026 , the contingent consideration is recorded within “Accrued expenses and other liabilities” in the condensed
consolidated balance sheets. Adjustments to the fair value of contingent consideration are recorded within “Selling, general and
administrative” expenses in the condensed consolidated statements of operations.
Note 5 - Inventories
Inventories consisted of the following as of August 29, 2026 and May 30, 2026 (in thousands):
August 29, 2026
May 30, 2026
Flocks, net of amortization
$
$
Feed and supplies
Raw materials and finished goods inventory
$
$
We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and
breeders (male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at August
29, 2026 and May 30, 2026 consisted of approximately
Note 6 - Equity
The following reflects equity activity for the thirteen weeks ended August 29, 2026 and August 30, 2025 (in thousands):
Thirteen Weeks Ended August 29, 2026
Cal -Maine Foods, Inc. Stockholders
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at May 30, 2026
$
$
(217,767 )
$
$
(1,466 )
$
$
$
Other comprehensive loss, net
of tax
—
—
—
(963 )
—
—
(963 )
Stock compensation plan
transactions
—
(60 )
—
—
—
Repurchase of shares
—
(5,027 )
—
—
—
—
(5,027 )
Net income (loss)
—
—
—
—
(58,615 )
(56,204 )
Balance at August 29, 2026
$
$
(222,854 )
$
$
(2,429 )
$
$
$
12
Thirteen Weeks Ended August 30, 2025
Cal -Maine Foods, Inc. Stockholders
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Capital
Comp. Income (Loss)
Earnings
Interest
Total
Balance at May 31, 2025
$
$
(85,893 )
$
$
(1,007 )
$
$
$
Other comprehensive
income, net of tax
—
—
—
—
—
Stock compensation plan
transactions
—
—
—
—
Dividends ($
share)
(66,457 )
(66,457 )
Net income (loss)
—
—
—
—
(233 )
Balance at August 30,
2025
$
$
(85,891 )
$
$
$
$
$
On February 25, 2025, the Board approved a $
the Company, in management’s discretion, to repurchase Common Stock from time to time for an aggregate purchase price up
to $
conditions and other factors. The actual timing, number and value of shares repurchased under the program will be determined
by management in its discretion and will depend on a number of factors, including, but not limited to, the market price of the
Common Stock and general market and economic conditions.
The Company repurchased
29, 2026, the Company had remaining authorization to purchase up to $
Subsequent to August 29, 2026, the Company repurchased
Note 7 - Net Income (Loss) per Common Share
Basic net income (loss) per share attributable to Cal -Maine Foods, Inc. is based on the weighted average shares of
Common
Stock outstanding. Diluted net income per share attributable to Cal -Maine Foods, Inc. is based on weighted-average shares
of
Common Stock outstanding during the relevant period adjusted for the dilutive effect of share -based awards. Restricted shares
of
in the diluted net loss per share calculation.
The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net
income per common share attributable to Cal-Maine Foods, Inc. (amounts in thousands, except per share data):
Thirteen Weeks Ended
August 29, 2026
August 30, 2025
Numerator
Net income (loss)
$
(56,204 )
$
Less: Income (loss) attributable to noncontrolling interest
(233 )
Net income (loss) attributable to Cal -Maine Foods, Inc.
$
(58,615 )
$
Denominator
Weighted-average common shares outstanding, basic
Effect of dilutive restricted shares
Weighted-average common shares outstanding, diluted
Net income (loss) per common share attributable to Cal -Maine Foods, Inc.
Basic
$
(1.26 )
$
Diluted
$
(1.26 )
$
13
Note 8 - Stock Based Compensation
Restricted Stock
Total stock-based compensation expense related to the restricted stock was $
August 29, 2026 and August 30, 2025 , respectively.
Unrecognized compensation expense as a result of non-vested shares of equity-based awards outstanding under the Amended
and Restated 2012 Omnibus Long-Term Incentive Plan at August 29, 2026 of $
average period of
13 – Stock -Based Compensation in our 2026 Annual Report for further information on our stock compensation plans.
The Company’s equity-based award activity for the thirteen weeks ended August 29, 2026 was as follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, May 30, 2026
$
Granted
Vested
(3,370 )
Forfeited
(1,190 )
Outstanding, August 29, 2026
$
Performance-Based Long-Term Incentive Awards
Total compensation expense as a result of the performance-based program was $
weeks ended August 29, 2026 and August 30, 2025, respectively.
Our unrecognized compensation expense as a result of non-vested shares in the performance-based program was $
August 29, 2026 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of
Compensation in our 2026 Annual Report for further information on our performance -based program.
A summary of our activity and related information for our performance-based awards is as follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, May 30, 2026
$
Granted
Outstanding, August 29, 2026
$
Note 9 – Segment Reporting
The Company previously managed its business as
2026, the Company revised its internal reporting to change the manner in which its business is managed, which reflects a focus
on managing its operations based on the Company’s product categories rather than on a consolidated basis. As a result, the
Company now has
Company’s remaining operations, which include co-pack shell eggs, egg products, hard -cooked eggs and other business
activities, are not reportable segments, as defined by the applicable accounting standard. All prior fiscal year periods have been
recast to reflect the new reportable segments.
Conventional Shell Eggs
The Conventional Shell Eggs segment consists primarily of the production, grading, packaging, marketing and
distribution of shell eggs sold as conventional shell eggs, which includes our brands
Sunups®
and
Sunny Meadow®.
14
Specialty Shell Eggs
The Specialty Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distribution
of shell eggs sold as cage-free, nutritionally enhanced, organic, brown, pasture -raised and free-range eggs. This
segment includes our brands
Farmhouse Eggs
® and
4Grain®
as well as branded products from our membership of
Eggland’s Best, Inc. cooperative which includes
Egg-Land’s Best®
Land O’ Lakes®.
Prepared Foods
The Prepared Foods segment consists primarily of the production, packaging, marketing and distribution of prepared
foods offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes, waffles, and
specialty wraps. This segment includes our brands
Van’s®
Crepini®.
The Company’s operating segments are determined on the basis of our organizational structure and information that is regularly
reviewed by our Chief Operating Decision Maker (“CODM”). The Company’s CODM is Sherman Miller, President and Chief
Executive Officer. Segment income is utilized during our forecasting process to assess profitability, strategic initiatives and
capital investments. The CODM primarily compares actual performance of segment sales and segment income to prior period
results and periodic forecasts to assist with assessing performance and deciding how to allocate resources.
The accounting policies of the segments are generally the same as those presented in Note 1 - Summary of Significant
Accounting Policies in the 2026 Annual Report. Segment selling, general and administrative (“SG&A”) expenses represents
direct costs associated with each segment for marketing, delivery and employee costs. Other – segment income represents the
total segment income from other operating segments such as co-pack shell egg, egg products, hard -cooked eggs and other
business activities that do not individually meet the quantitative thresholds for separate disclosure. Unallocated Corporate
SG&A represents overhead such as corporate payroll related expenses, legal and professional fees, amortization and other
expenses that are not used to measure segment income and is managed at the corporate office.
Intersegment sales represent sales between segments as part of our vertical integration. Intersegment sales from the
Conventional and Specialty Shell Eggs segments are primarily sales related to our non -reportable egg products or hard -cooked
segments. Conventional and Specialty Shell Eggs intersegment sales are transferred at discounted fixed rates to account for
undergrades and yield loss, market rates, or at production costs.
The Company does not report total assets by segment as operations are highly integrated, and assets are shared amongst
segments. The CODM does not assess performance or allocate resources based on segment assets.
Segment results, including the significant expense categories regularly provided to the CODM, are provided below (in
thousands):
Thirteen Weeks Ended August 29, 2026
Conventional
Shell Eggs
Specialty Shell
Eggs
Prepared Foods
Total Reportable
Segments
Net sales - external customers
$
$
$
$
Intersegment sales
Total segment sales
Segment cost of sales
Segment SG&A
Segment income (loss)
$
(71,045 )
$
$
$
(48,266 )
Other - segment loss
(8,374 )
Unallocated corporate SG&A
(24,609 )
Loss on disposal of fixed assets
(916 )
Operating loss
(82,165 )
Other income, net
Loss before income taxes
$
(74,196 )
15
Thirteen Weeks Ended August 30, 2025
Conventional
Shell Eggs
Specialty Shell
Eggs
Prepared Foods
Total Reportable
Segments
Net sales - external customers
$
$
$
$
Intersegment sales
Total segment sales
Segment cost of sales
Segment SG&A
Segment income
$
$
$
$
Other - segment income
Unallocated corporate SG&A
(16,072 )
Gain on involuntary conversions
Loss on disposal of fixed assets
(104 )
Operating income
Other income, net
Income before income taxes
$
The following table shows the reconciliation of net sales to consolidated results (in thousands):
Thirteen Weeks Ended
August 29, 2026
August 30, 2025
Total reportable segments
$
$
Other - segment sales
Total consolidated net sales
$
$
Other – segment sales represent sales from our non-reportable segments which includes co-pack shell egg sales, egg product
sales, hard-cooked eggs and other business activities.
Revenue primarily derives from sales throughout the U.S. The following table provides revenue disaggregated by segment and
by sales channel which includes a new industrial channel and has been recast historically (in thousands):
Thirteen Weeks Ended August 29, 2026
Retail
Foodservice
Industrial
Other
Total
Conventional Shell Egg
$
$
$
$
$
Specialty Shell Egg
Prepared Foods
Other - segment sales
$
$
$
$
$
Thirteen Weeks Ended August 30, 2025
Retail
Foodservice
Industrial
Other
Total
Conventional Shell Egg
$
$
$
$
$
Specialty Shell Egg
Prepared Foods
Other - segment sales
$
$
$
$
$
16
Retail customers include primarily grocery and supermarket chains, club stores and other retailers. Foodservice customers
include primarily distributors and operators serving restaurants and other away -from-home food markets. Industrial customers
include primarily food manufacturers and other customers that use our products as ingredients or inputs in further processing.
Note 10 - Commitments and Contingencies
In re Shell Eggs Litigation
Since November 2025, the Company has been named as a defendant in several lawsuits filed in federal courts alleging
substantially identical claims, including: (1) the following lawsuits in the Southern District of Indiana: (a) King Kullen Grocery
Co., Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-2274, (b) Nineteenseventynine LLC d/b/a The Breakfast Joynt v.
Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-2301, (c) Taylor Egg Products, Inc. v. Cal -Maine Foods, Inc., et al., Case No.
1:25-cv-2554, (d) Hudson v. Cal -Maine Foods, Inc. et al., Case No. 1:25 -cv-02573, (e) Brandon Huyler v. 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.,
Case No. 1:26 -cv-00193; (2) the following lawsuits in the Northern District of Illinois: (a) Birchmans Parisian, LLC (d/b/a
Lisciandro's Restaurant) v. Cal -Maine Foods, Inc., et al., Case No. 1:25-cv-14030, (b) Phil-N-Cindy's Lunch, Inc. v. Cal -Maine
Foods, Inc., et al., Case No. 1:25 -cv-14082, (c) Yell-O-Glow Corporation v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-
15084, and (d) Tariq Habash, Delia Govea, Andrew Phillips, and Catalina Torres v. Urner Barry Publications, Inc., Cal -Maine
Foods, Inc., et al., Case No. 1:25 -cv-14112; (3) the following lawsuits in the Western District of Wisconsin: (a) Matthew Edlin
v. Cal -Maine Foods, Inc., et al., Case No. 3:25-cv-946, (b) India Price, Lakia Session, and Karen Solomon v. Cal -Maine Foods,
Inc., et al., Case No. 3:25 -cv-1016; (c) Cheesecake Funk LLC d/b/a Cheesecake Funk v. Cal -Maine Foods, Inc., et al., Case No.
3:26-cv-00400, (d) Philly Phlava Original Steaks and Hoagies, Inc. v. Cal -Maine Foods, Inc., et al., Case No. 3:26-cv-00417;
(e) LPJJ LLC v. Cal -Maine Foods, Inc. et al., Case No. 3:26 -cv-00425; (f) C&L, LLC, et al. v. Cal -Maine Foods, Inc. et al.,
Case No. 3:26 -cv-00454; (g) Angelica Allison, et al. v. Cal -Maine Foods, Inc., et al., Case No. 3:26 -cv-00702; and (h)
Gutierrez Family LLC, et al. v. Cal -Maine Foods, Inc. , et al., Case No. 3:26-md-03175; (4) a lawsuit in the Western District of
Missouri: Ryan v. Cal -Maine Foods, Inc., et al., Case No. 4:25 -cv-00999; and (5) the following lawsuits in the Central District
of California: (a) DenWest Restaurants, Inc., et al. v. Cal -Maine Foods, Inc., et al., Case No. 8:26 -cv-00949, and (b) DMSD
Restaurants, Inc., et al. v. Cal -Maine Foods, Inc., et al., Case No. 2:26 -cv-04204. The lawsuits generally allege that the
Company, along with other egg producers and industry associations, conspired to artificially inflate the prices of conventional
shell eggs nationwide, primarily through manipulation of industry price benchmarks (such as the Urner Barry Egg Index and
Eggs Clearinghouse, Inc. spot market), coordinated reporting and supply restrictions, particularly during the calendar year 2022
highly pathogenic avian influenza (“HPAI”) outbreak. In each case, the plaintiff seeks certification of a putative class of either
direct or indirect purchasers, monetary damages, injunctive relief, attorneys’ fees, and, in some cases, restitution under Section
1 of the Sherman Act, 15 U.S.C. § 1 (the “Sherman Act”) and various state antitrust and consumer protection statutes.
The above actions have been transferred to the Western District of Wisconsin for multidistrict proceedings. An initial judicial
management conference took place on May 8, 2026, where the court entered an initial case management order, setting forth
deadlines for the consolidated complaints and initial briefing to be filed. No discovery has taken place in any of the actions.
The Company disputes plaintiffs’ allegations in each of these actions and intends to vigorously defend itself in these action s.
Civil Investigative Demand
In March 2025, the Company received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”) in
connection with an antitrust investigation to determine whether there was a violation of the antitrust laws through alleged
anticompetitive conduct by and among egg producers. In August 2025, the Company received a subpoena from the State of
New York requesting information and documents related to its investigation of anticompetitive conduct and high egg prices in
the egg industry, and in March 2026, the Company received a similar subpoena from the State of Washington related to its
investigation of anticompetitive conduct and high egg prices in the egg industry. Additionally, various states’ attorneys general
sought to join the DOJ’s investigation or requested access to the confidential disclosures by the Company to the DOJ.
On or about June 25, 2026, the Company entered into an agreement with the DOJ and 17 states’ attorneys general to resolve the
investigation, subject to applicable court approvals and procedures. On June 29, 2026, the United States and certain states filed
a civil antitrust complaint against
the Company alleging that the Company and certain other defendants coordinated bidding to
manipulate whole benchmark prices and simultaneously filed the proposed settlement and proposed final judgments. The
settlement with the United States is proceeding through the Antitrust Procedures and Penalties Act, commonly known as the
Tunney Act, process that includes publication of the proposed judgment, competitive impact statement, public comment period,
and eventual court review before entry of the final judgment. The Company denied all wrongdoing or violations of law and no
fines or penalties were assessed against the Company. In connection with the agreement, the Company agreed to implement
certain antitrust compliance and reporting measures, to donate
million to the settling states to resolve the matter.
17
The State of Washington did not join in this settlement and the Company continues to comply with the State of Washington’s
subpoena and cooperate with its investigations. Management cannot predict the eventual scope, duration or outcome of the
State of Washington’s investigation and is unable to estimate the amount or range of potential losses, if any, at this time.
Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al.
On September 25, 2008, the Company was named as one of several defendants in numerous antitrust cases involving the U.S.
shell egg industry. The Company settled all of these cases, except for the claims of certain plaintiffs who sought substantial
damages allegedly arising from the purchase of egg products (as opposed to shell eggs). These remaining plaintiffs are Kraft
Food Global, Inc., General Mills, Inc., and Nestle USA, Inc. (the “Egg Products Plaintiffs”) and, until a subsequent settlement
was reached as described below, The Kellogg Company.
On September 13, 2019, the case with the Egg Products Plaintiffs was remanded from a multi-district litigation proceeding in
the United States District Court for the Eastern District of Pennsylvania, In re Processed Egg Products Antitrust Litigation,
MDL No. 2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al. v. United
Egg Producers, Inc. et al., Case No. 1:11 -cv-8808, for trial. The Egg Products Plaintiffs alleged that the Company and other
defendants violated Section 1 of the Sherman Act, by agreeing to limit the production of eggs and thereby illegally raise the
prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs attacked certain features of the
United Egg Producers animal -welfare guidelines and program used by the Company and many other egg producers.
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, 2019, a stipulation for dismissal was filed with the court, and on March 28, 2022, the court
dismissed the Company with prejudice.
The trial of this case began on October 17, 2023. On December 1, 2023, the jury returned a decision awarding the Egg Products
Plaintiffs $
defendants, jointly and severally, totaling $
motion for judgment as a matter of law or for a new trial, and a motion to alter or amend the judgment. On December 13, 2024,
the court granted defendants’ November 20, 2024 motion to stay enforcement of the judgment and entered an agreed order
requiring the defendants to post security during post -judgment proceedings and appeal, and stayed proceedings to enforce the
judgment until the disposition of the post -judgment motions and ultimate appeals. On December 17, 2024, the Company posted
a bond in the approximate amount of $
appeal the trial court’s decision. Another defendant posted a bond for the remaining amount. On November 19, 2025, the
plaintiffs filed a motion to lift stay of proceedings on attorney’s fees and costs, and on December 5, 2025, the defendants filed
their response in opposition to such motion. The court has not ruled on this motion. The Company intends to continue to
vigorously defend the claims asserted by the Egg Products Plaintiffs.
If the jury’s decision is ultimately upheld, the Company would be jointly and severally liable with other defendants for treble
damages, or $
Plaintiffs’ reasonable attorneys’ fees. During our second quarter of fiscal 2024, we recorded an accrued expense of $
million in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations
and classified as other noncurrent liabilities in the Company’s Condensed Consolidated Balance Sheets. Although less than the
bond posted by the Company, the accrual represents our estimate of the Company’s proportional share of the reasonably
possible ultimate damages award, excluding the Egg Product Plaintiffs’ attorneys’ fees that we believe would be approximately
offset by the credits noted above. We have entered into a judgment allocation and joint defense agreement with the other
defendants remaining in the case. Our accrual may change in the future to the extent we are successful in further proceedings in
the litigation.
State of Oklahoma Watershed Pollution Litigation
On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma,
against Cal -Maine Foods, Inc. and Tyson Foods, Inc., Cobb-Vantress, Inc., Cargill, Inc., George’s, Inc., Peterson Farms, Inc.
and Simmons Foods, Inc., and certain of their affiliates. The State of Oklahoma claims that through the disposal of chicken
litter the defendants polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint
sought injunctive relief and monetary damages, but the claim for monetary damages was dismissed by the court. Cal -Maine
Foods, Inc. discontinued operations in the watershed in or around 2005. Since the litigation began, Cal -Maine Foods, Inc.
purchased
% of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg
operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant in the litigation. We also have a
number of small contract producers that operate in the area.
18
The non-jury trial in the case began in September 2009 and concluded in February 2010. On January 18, 2023, the court entered
findings of fact and conclusions of law in favor of the State of Oklahoma. The court found the defendants jointly and severally
liable for state law nuisance, federal common law nuisance, and state law trespass. The court also found the producers
vicariously liable for the actions of their contract producers. On June 12, 2023, the court ordered the parties to mediate, but the
mediation was unsuccessful. On June 26, 2024, the district court denied defendants’ motion to dismiss the case. On September
13, 2024, a status hearing was held and the court scheduled an evidentiary hearing for December 3, 2024, to determine whether
any legal remedy is available based on the now 15-year -old record and changed circumstances of the Illinois River Watershed
(the “IRW”). On December 9, 2025, the court entered a final judgment imposing approximately $
all defendants and awarding certain non-monetary remedies, including injunctive relief. Pursuant to the final judgment, the
Company is to pay approximately $
attorneys’ fees and costs in an amount to be determined at a later date.
The injunctive relief provides for, among other things, a special master to oversee an investigation, develop a remediation plan
subject to court approval, and provide ongoing monitoring of remediation projects, the costs of which will be paid jointly and
severally by the defendants. The defendants are required to fund $
master, and ongoing funding requirements of $
expected to continue for the
however, the Company does not currently expect to have a material share of the funding. The injunctive relief also includes
certain annual reporting requirements and certain requirements on future operations within the
IRW
, including relating to
removal of litter, storage, transportation, disposal and future land applications.
On January 2, 2026, the Company filed its notice of appeal to the United States Court of Appeals for the Tenth Circuit. On
January 16, 2026, the district court stayed the monetary portions of the judgment but declined to stay the injunctive portions.
Effective July 10, 2026, the Company and all other defendants entered into a settlement agreement with the State of Oklahoma
that provides for the payment of funds by the defendants into an environmental relief fund, certain restrictions on the
application of chicken litter in the IRW and certain reporting and reporting measures. On July 15, 2026 , the State of Oklahoma
and all defendants filed an unopposed joint motion for a stay in light of the settlement and an unopposed joint motion to vacate
judgment. On August 17, 2026, the appeals court denied the parties’ motion to vacate the trial court’s judgment and remanded
the matter back to the trial court without prejudice , and granted the motion to stay pending further order of the court. The
settlement remains subject to applicable court approvals and procedures and is not expected to have a material impact on the
Company’s financial condition 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. Although the
outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that
the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.
Note
11
- Subsequent Events
On August 31, 2026, the Company, as borrower, and certain of its wholly-owned direct and indirect domestic subsidiaries, as
guarantors, entered into a Second Amended and Restated Credit Agreement effective as of that date (the “Credit Agreement”),
which amend ed and restate d the Company’s prior Amended and Restated Credit Agreement , dated November 15, 2021 (as
amended from time to time) .
The Credit Agreement provides for a senior unsecured revolving credit facility in an initial aggregate principal amount of up to
$
sublimit for swingline loans (collectively, the “Credit Facility”). The Credit Facility also includes an accordion feature
permitting the Company, with the consent of the administrative agent, to increase the Credit Facility by up to $
the aggregate with one or more incremental senior term loans or an increase in the revolving commitments under the Revolver.
The Credit Facility has a term of
.
Borrowings under the Credit Facility bear interest, at the Company’s election, based on either the Term SOFR Rate plus the
Applicable Margin or the Base Rate plus the Applicable Margin, each as defined in the Credit Agreement.
The Credit Agreement contains customary affirmative and negative covenants, including financial covenants requiring (i) a
maximum Total Funded Debt to Capitalization Ratio tested quarterly of no greater than
% and (ii) maintenance of Minimum
Tangible Net Worth at all times of $
% of consolidated net income (if net income is positive), less permitted
restricted payments for each fiscal quarter after May 30, 2026.
19
ITEM 2. MANAGEMENT’S
DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”
readers in understanding the Company’s financial performance during the periods presented and significant trends that may
impact the Company’s future performance. The following should be read in conjunction with Management’s Discussion and
Analysis of Financial Condition and Results of Operations included in Part II Item 7 of the Company’s Annual Report on Form
10-K for its fiscal year ended May 30, 2026 (the “2026 Annual Report”), and the accompanying financial statements and notes
included in Part II Item 8 of the 2026 Annual Report and in
Report”).
This Quarterly Report contains numerous forward -looking statements within the meaning of Section 27A of the Securities Act
of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our
business, including potential future supply of and demand for our products, potential future corn and soybean price trends,
potential future impact on our business of highly pathogenic avian influenza (“HPAI”), estimated future production data,
expected construction schedules, projected construction costs, potential future impact on our business of inflation and changing
interest rates, potential future impact on our business of new legislation, rules or policies, potential outcomes of legal
proceedings, including loss contingency accruals and factors that may result in changes in the amounts recorded, other
projected operating data, including anticipated results of operations and financial condition, and potential future cash returns to
stockholders including the timing and amount of any repurchases under our share repurchase program. Such forward -looking
statements are identified by the use of words such as “believes,” “intends,” “expects,” “hopes,” “may,” “should,” “plans,”
“projected,” “contemplates,” “anticipates,” or similar words. Actual outcomes or results could differ materially from those
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 future
performance and involve risks, uncertainties, assumptions, and other factors that are difficult to predict and may be beyond our
control. The factors that could cause actual results to differ materially from those projected in the forward -looking statements
include, among others, (i) changes in wholesale shell egg market prices, (ii) changes in the demand for shell eggs and our
prepared foods offerings, (iii) increases in feed costs for our shell egg operations as well as increases in input costs for prepared
foods, (iv) our ability to predict and meet demand for cage-free and other specialty eggs, (v) the risks and hazards inherent in
shell egg, egg products and prepared foods operations (including, as applicable, disease, pests, weather conditions, and potential
for product recall), including but not limited to the current outbreak of HPAI affecting poultry in the U.S., Canada and other
countries that was first detected in commercial flocks in the U.S. in February 2022 and that impacted our flocks in the third and
fourth quarters of fiscal 2024 and again in March 2026, (vi) risks, changes, or obligations that could result from our recent or
future acquisition of new flocks or businesses, such as our acquisition of Echo Lake Foods completed June 2, 2025, and risks or
changes that may cause conditions to completing a pending acquisition not to be met , (vii) our ability to successfully integrate
and manage recently acquired businesses, like Echo Lake Foods, and realize the expected benefits of such acquisitions,
including synergies, cost savings, reduction in earnings volatility, margin expansion, financial returns, expanded customer
relationships, or sales or growth opportunities, (viii) our ability to produce, supply and distribute shell eggs and prepared foods
efficiently and reliably, (ix) our ability to compete effectively with existing competitors and new market entrants, retain existing
customers, acquire new customers and grow our product mix including our prepared foods product offerings, (x) the impacts of
government, customer and consumer reactions to high market prices for eggs, including, without limitation, potential new or
expanded government regulations, (xi) risks relating to potential changes in inflation, interest rates and trade and tariff policies,
(xii) the loss or expiration of any registered trademarks or other intellectual property that we use in our business, (xiii) adverse
results in pending litigation and other legal matters, and (xiv) global instability, including as a result of geopolitical conflicts
and other uncertainties and (xv) the risk factors set forth in Part I Item 1A Risk Factors of our 202 6 Annual Report, as well as
those included in other reports we file from time to time with the Securities and Exchange Commission (the “SEC”) (including
our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K). The actual timing, number and value of shares
repurchased under our share repurchase program will be determined by management in its discretion and will depend on a
number of factors, including but not limited to, the market price of our Common Stock and general market and economic
conditions. The share repurchase program may be suspended, modified or discontinued at any time without prior notice.
Readers are cautioned not to place undue reliance on forward -looking statements because, while we believe the assumptions on
which the forward -looking statements are based are reasonable, there can be no assurance that these forward -looking statements
will prove to be accurate. Further, forward -looking statements included herein are made only as of the respective dates thereof,
or if no date is stated, as of the date hereof. Except as otherwise required by law, we disclaim any intent or obligation to update
publicly these forward -looking statements, whether because of new information, future events, or otherwise.
20
COMPANY OVERVIEW
Cal -Maine Foods, Inc. (“Cal -Maine Foods,” the “Company,” “we,” “us,” “our”) is the largest egg company in the U.S. and a
leading player in the egg-based food industry, headquartered in Ridgeland, Mississippi. With a strong national footprint, Cal-
Maine Foods provides nutritious, affordable, and sustainable protein to millions of households every day.
The Company’s shell egg portfolio spans the full egg value ladder —from conventional to specialty, including cage-free,
nutritionally enhanced, organic, brown, pasture -raised and free-range eggs—serving retail, foodservice , and industrial
customers nationwide. Cal -Maine Foods also participates in the growing prepared foods sector, with offerings such as pre-
cooked egg patties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles, and specialty wraps. Our
branded portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s®, MeadowCreek
Foods®, and Crepini®.
We sell our products to a diverse group of customers located throughout the majority of the U.S., including national and
regional grocery store chains, club stores, companies servicing independent supermarkets in the U.S., foodservice distributors
serving restaurants, convenience stores, healthcare and education facilities, and hotels and food manufacturers and other
customers that use our products as ingredients or inputs in further processing, and we aim to maintain efficient, state -of-the-art
operations located close to our customers.
Our fiscal year ends on the Saturday closest to May 31. Each of the three-month periods ended on August 29, 2026 and August
30, 2025 included 13 weeks. All references herein to a fiscal year or quarter means our fiscal year or quarter, as applicable, and
all references to a year mean a calendar year.
Our strategy includes three primary priorities: expanding specialty shell eggs and prepared foods, pursuing disciplined growth
through acquisitions and leveraging our scale, vertical integration, operational excellence and financial strength.
Our operating results are materially impacted by market prices for eggs and feed grains (corn and soybean meal), which are
highly volatile, independent of each other, and out of our control. Generally, higher market prices for eggs have a positive
impact on our financial results while higher market prices for feed grains have a negative impact on our financial results.
We sell our shell eggs under market -based, hybrid, and cost-plus pricing arrangements. Hybrid arrangements incorporate both
wholesale market prices and production costs. Cost-plus arrangements are based on production costs and include grain-based
pricing. Approximately half of our conventional shell egg sales are priced based on wholesale market prices. The remaining
approximately half are priced under hybrid and cost-plus arrangements, with grain-based pricing representing one form of cost-
plus pricing. Most of our specialty shell egg sales are priced based on production costs, although some cage -free eggs are sold
under market -based arrangements. As a result, specialty shell egg prices generally fluctuate less than conventional shell egg
prices. We do not sell eggs directly to consumers or set retail egg prices.
Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer
months. Prices for shell eggs fluctuate in response to seasonal demand factors and a natural increase in egg production during
the spring and early summer. Historically, shell egg prices tend to increase with the start of the school year and tend to be
highest prior to holiday periods, particularly Thanksgiving, Christmas and Easter. As a result, 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 may
incur in the future, net losses) in our first and fourth fiscal quarters ending in August/September and May/June, respectively.
For example, we incurred a net loss in the fourth quarter of fiscal 2026 and first quarter of fiscal 2027 . Additionally, demand for
specialty shell eggs may increase when conventional shell egg prices are significantly higher, resulting in higher sales volume
for specialty shell eggs. Because of the seasonal and quarterly fluctuations, comparisons of our sales and operating results
between different quarters within a single fiscal year are not necessarily meaningful comparisons.
Our industry has been greatly impacted by several outbreaks of HPAI in recent years. Following the HPAI outbreaks in 2015,
there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks until February through December
2022. Thereafter, there were no HPAI cases affecting commercial layers until November 2023. Since 2023, outbreaks of HPAI
have continued to occur in U.S. poultry flocks. In 2024 and 2025, 40.2 million and 45.2 million commercial layer hens and
pullets were depopu lated due to HPAI, respectively. To date in 2026, through September 28, 2026, 19.2 million layer hens and
pullets have been depopulated due to HPAI. However, the recent recovery of the layer hen population in the U.S. appears to be
outweighing the impact of depopulation.
21
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 shell eggs, including cage-free, nutritionally enhanced,
organic, brown, pasture -raised and free-range eggs, as well as prepared foods and egg products.
The Company previously operated as one operating and reportable segment. Effective in the fourth quarter of fiscal 2026, the
Company determined its operations are organized into three reportable operating segments: (1) Conventional Shell Eggs; (2)
Specialty Shell Eggs; and (3) Prepared Foods. As we expanded our prepared foods product offerings throughout fiscal 2026,
these operating segments align with how the Company’s management reviews operating results and makes decisions about
resource allocation and strategic initiatives. All prior fiscal year periods have been recast to reflect the new reportable segments.
For further information on our reportable segments, see
Consolidated Financial Statements.
ACQUISITIONS
Throughout our history, we have acquired other businesses in our industry. Since 1989, we have acquired and integrated 28
businesses. During the last completed fiscal year and to date in fiscal 2027, we have made the following significant
acquisitions.
Effective July 10, 2026, the Company acquired the Eggland’s Best® franchise territory in the Northeast for $25 million. The
acquisition gives the Company the exclusive right to distribute and sell
Egg-Land’s Best®
Land O’ Lakes®
in Maine, Massachusetts, New Hampshire, Rhode Island, and select key areas in Vermont, New York, and Connecticut.
Effective May 12, 2026, we acquired certain assets of the Van’s Foods (“Van’s”) business of Sara Lee Frozen Bakery, LLC for
approximately $24.8 million. The assets acquired are expected to help support our strategy to diversify our business model,
grow in prepared foods business-to-retail, and deliver greater value across the supply chain.
Effective March 2, 2026, we acquired the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC and its
affiliate Crystal Lake LLC (collectively, “Creighton”), for approximately $129.3 million. The acquired assets include
commercial shell egg production and grading with capacity of approximately 3.2 million layers, including 500 thousand cage-
free layers, and 865 thousand pullets, a feed mill, and 1,007 acres of land, as well as an egg products and hard -cooked egg
processing facility located near Warsaw, Indiana. The transaction expands the geographic scale of our shell egg platform while
also adding nearby liquid egg capacity that we believe will strengthen our integrated value chain.
Effective October 10, 2025, we acquired certain assets of Clean Egg, LLC (“Clean Egg”) based in Langwood, Texas, for
approximately $23.7 million. The assets acquired included 677 thousand brown cage-free and free-range layers and pullets, and
other inventory, machinery and equipment related to its contract production and egg processing business.
Effective June 2, 2025, we acquired Echo Lake Foods, LLC and certain related companies (collectively “Echo Lake Foods”) for
approximately $289.5 million. Echo Lake Foods is based in Burlington, Wisconsin and produces, packages, markets and
distributes prepared foods, including pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes and waffles.
The acquisition has expanded our prepared foods product line and customer base. Our previously announced projects to
increase efficiency and expand production capacity are ongoing and expected to continue throughout mid to late fiscal 2027.
EXECUTIVE OVERVIEW
For the first quarter of fiscal 2027, we recognized net sales of $539.6 million and a net loss of $56.2 million. We recorded a
gross profit of $403 thousand compared to $311.3 million for the first quarter of fiscal 2026. The decrease in gross profit was a
result of a decrease in the net average selling price of shell eggs, primarily conventional shell egg prices, and to a lesser extent,
a decrease in volumes of specialty eggs sold and prepared food sales.
Our average conventional shell egg price per dozen for the first quarter of fiscal 2027 declined 59.3% compared to the first
quarter of fiscal 2026. Average specialty shell egg price per dozen declined 10.7% compared to the first quarter of fiscal 2026.
Egg prices have declined with the repopulation of the egg layer flock during fiscal 2026. According to the USDA, the size of
the layer hen flock was 318.7 million hens at September 1, 2026, compared to the five-year average of 312.1 million hens.
American Egg Board estimates the U.S. laying flock as of June 2026 at 336–343 million hens, based on producer assessment
data collected across the commercial egg industry, materially above USDA’s published estimate and further indicative of
abundant egg supplies. According to the USDA, egg-type chicks hatched during August 2026 totaled 50.8 million, down 12
percent from August 2025.
22
In
the first quarter of fiscal 202 7, prepared foods accounted for $63.0 million or 11.7% of our net sales. Prepared food sales for
the first quarter of fiscal 2027 decreased $9.4 million, compared to the first quarter of fiscal 2026, primarily due to temporary
reductions in production volumes as we continue our production expansion and optimization efforts that began in mid-fiscal
2026.
Wholesale shell egg prices are volatile, cyclical, and impacted by a number of factors, including consumer demand, seasonal
fluctuations, the number and productivity of laying hens in the U.S., outbreaks of agricultural diseases such as HPAI, severe
weather patterns and retailers go-to-market strategies and how they manage their inventories. We believe the recent decline in
wholesale egg prices primarily reflects improved egg supply, following disruptions associated with HPAI in fiscal year 2025.
Compared to the first quarter of the prior fiscal year, improved pipeline availability appears to have reduced the need for
accelerated purchasing or inventory builds by retailers and foodservice operators. As a result, wholesale shell egg prices have
declined, while retail shell egg prices have adjusted more gradually.
RESULTS OF OPERATIONS
CONSOLIDATED RESULTS
Thirteen Weeks Ended
2027 Compared to
2026 Compared to
August 29, 2026
August 30, 2025
August 31, 2024
2026 % Change
2025 % Change
Net sales
$
539,607
$
922,602
$
785,871
(41.5)
%
17.4
%
Operating income (loss)
(82,165)
249,184
186,957
(133.0)
33.3
Total other income
7,969
14,081
10,996
(43.4)
28.1
Income tax expense (benefit)
(17,992)
64,158
48,363
(128.0)
32.7
Less: Net income (loss)
attributable to noncontrolling
interest
2,411
(233)
(386)
(1,134.8)
(39.6)
Net income (loss) attributable
to Cal -Maine Foods, Inc.
$
(58,615)
$
199,340
$
149,976
(129.4)
%
32.9
%
Net Sales
Net sales for the first quarter of fiscal year 2027 was $539.6 million compared to $922.6 million in the first quarter of fiscal
2026, a decrease of $383.0 million or 41.5%. The decrease was primarily due to the decrease in prices for conventional shell
eggs, as the layer population recovered from the HPAI outbreaks. For further discussion, refer to “Segment Results” within this
section.
Net sales for the first quarter of fiscal year 2026 was $922.6 million compared to $785.9 million in the first quarter of fiscal
2025,
an
increase of $136.7 million or 17.4%. The increase was primarily due to acquisitions within our Prepared Foods
segment as well as an increase in specialty volumes and increases in prices for conventional and specialty shell eggs.
Operating Income (Loss)
For the first quarter of fiscal 2027, operating loss was $82.2 million compared to operating income of $249.2 million in the first
quarter of fiscal 2026, a decrease of $331.3 million, or 133.0%. The decrease was primarily attributable to the loss within our
Conventional Shell Eggs segment as the sales price declined from the comparable prior year period.
For the first quarter of fiscal 202 6, operating income was $249.2 million compared to operating income of $187.0 million in the
first quarter of fiscal 2025, an increase of $62.2 million, or 33.3 %. The increase was primarily attributable to the increase of
sales prices for conventional and specialty shell eggs and contributions from our prepared foods segment.
23
Other Income (Expense)
Total other income (expense) consists of items not directly charged to, or related to, operations such as interest income and
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.
We recorded interest income of $8.3 million in the first quarter of fiscal 2027, compared to $13.0 million in the first quarter of
fiscal 202 6, primarily due to lower average cash and cash equivalents and investment securities available -for-sale balances . We
recorded interest expense of $247 thousand and $150 thousand in the first quarter of fiscal 2027 and 2026, respectively,
primarily related to commitment fees under our Credit Facility (defined below).
For the first quarter of fiscal 2026, we earned $13.0 million of interest income compared to $9.9 million for the same period
of
fiscal 2025 , primarily due to higher average cash and cash equivalents and investment securities available -for-sale balances and
higher yields. We recorded interest expense of $150 thousand and $160 thousand for the first quarters of fiscal 2026 and 2025,
respectively, primarily related to commitment fees under our Credit Facility.
Income Taxes
For the first quarter of fiscal 202 7, we recognized a pre -tax loss of $74. 2 million, compared to pre-tax income of $263.3 million
in the first quarter of fiscal 2026. We recorded an income tax benefit of $18.0 million for the first quarter of fiscal 2027,
reflecting an effective tax rate of 24.2%. For the first quarter of fiscal 2026, we recorded income tax expense of $64.2 million,
reflecting an effective tax rate of 24.4%. For the first quarter of fiscal 2025, we recorded income tax expense
of
$48.4 million,
reflecting an effective tax rate of 24.4%.
Items causing our effective tax rate to differ from the federal statutory income tax rate of 21% are state income taxes, 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 interest.
Net Income (Loss) Attributable to Noncontrolling Interest
Net income attributable to noncontrolling interest was $2.4 million for the first quarter of fiscal 2027 compared to net loss
of
$233 thousand and $386 thousand for the first quarter of fiscal 2026 and 2025, respectively. The increase in net income
attributable to noncontrolling interest compared to the first quarter of fiscal 2026 was due to a 547% increase in sales volume
from our joint venture Crepini Foods in connection with our ongoing expansion project .
Net Income (Loss) Attributable to Cal -Maine Foods, Inc.
Net loss attributable to Cal -Maine Foods, Inc. for the first quarter of fiscal 2027 was $58.6 million, or $1.26 per basic share,
compared to Net income attributable to Cal -Maine Foods, Inc. of $199.3 million, or $4.13 per basic and $4.12 per diluted share
for the first quarter of fiscal 2026, and net income attributable to Cal -Maine Foods, Inc. for the first quarter of fiscal 2025 was
$150.0 million, or $3.08 per basic and $3.06 per diluted share .
SEGMENT RESULTS
Conventional Shell Eggs
Thirteen Weeks Ended
2027 Compared to
2026 Compared to
August 29, 2026
August 30, 2025
August 31, 2024
2026 % Change
2025 % Change
Net sales
$
201,683
$
498,433
$
472,350
(59.5)
%
5.5
%
Cost of sales
250,481
312,205
308,879
(19.8)
1.1
Selling, general and
administrative
22,247
17,992
17,956
23.6
0.2
Segment income (loss)
$
(71,045)
$
168,236
$
145,515
(142.2)
%
15.6
%
24
First Quarter - Fiscal 202 7 compared to fiscal 202 6
-
Net sales decreased $296.8 million, or 59.5 % compared to the first quarter of fiscal 2026, primarily due to a decrease
of
59.3% in prices for conventional shell eggs, resulting in a $293.3 million decrease in net sales. Volumes for
conventional shell eggs were relatively flat compared to the first quarter of fiscal 2026.
-
Cost of sales decreased $61.7 million, or 19.8% compared to the first quarter of fiscal 2026, primarily due to a 19.2%
decrease in the cost per dozen sold. Cost per dozen sold decreased primarily due to a 53.9% decrease in the price and
a
30.6% decrease in volume of outside egg purchases compared to the prior period.
-
Selling, general, and administrative expenses increased $4.3 million, or 23.6 % compared to the first quarter of fiscal
2026, due to
a $
3.2 million increase in delivery expenses primarily due to rising fuel costs as well as the addition of
Creighton.
First Quarter - Fiscal 202 6 compared to fiscal 202 5
-
Net sales increased $26.1 million, or 5.5% compared to the first quarter of fiscal 2025, primarily due to an increase of
2.8% in prices for conventional shell eggs, resulting in a $13.7 million increase in net sales, as well as an increase of
2.6% in conventional shell egg dozens sold, resulting in a $12.4 million increase in net sales.
-
Cost of sales increased $3.3 million, or 1.1% compared to the first quarter of fiscal 2025, primarily due to a 2.6%
increase in dozen s sold, partially offset by a 1.5% decrease in cost per dozen sold.
Specialty Shell Eggs
Thirteen Weeks Ended
2027 Compared to
2026 Compared to
August 29, 2026
August 30, 2025
August 31, 2024
2026 % Change
2025 % Change
Net sales
$
236,932
$
275,590
$
247,706
(14.0)
%
11.3
%
Cost of sales
197,623
184,575
168,890
7.1
9.3
Selling, general and
administrative
24,372
26,819
24,923
(9.1)
7.6
Segment income
$
14,937
$
64,196
$
53,893
(76.7)
%
19.1
%
First Quarter - Fiscal 202 7 compared to fiscal 202 6
-
Net sales decreased $38.7 million, or 14.0 % compared to the first quarter of fiscal 2026, primarily due to a decrease of
10.7% in prices of specialty shell eggs, resulting in a $28.3 million decrease in net sales as well as
a
3.8% decrease in
specialty dozens sold, resulting in a $10.4 million decrease in net sales. The prior-year period benefited from atypical
pricing relationships between conventional and specialty shell eggs that temporarily accelerated demand for certain
specialty shell egg categories. During the first quarter of fiscal 2027, lower volumes reflected a more historically
typical demand relationship across the conventional and shell egg categories.
-
Cost of sales increased $13.0 million, or 7.1% compared to the first quarter of fiscal 2026, primarily due to an 11.3%
increase in the cost per dozen sold attributable to increase feed and production costs, partially offset by
a
decrease of
3.8% in sales volume.
-
Selling, general, and administrative expenses decreased $2.4 million, or 9.1% compared to the first quarter of fiscal
2026, primarily due to a $3.2 million marketing expense reimbursement , partially offset by higher delivery costs due
to rising fuel .
First Quarter - Fiscal 202 6 compared to fiscal 202 5
-
Net sales increased $27.9 million, or 11.3 % compared to the first quarter of fiscal 202 5, primarily due to an increase of
8.5% in specialty dozens sold, resulting in a $21.1 million increase in net sales as well as a 2.5% increase in prices of
specialty shell eggs, resulting in a $6.8 million increase in net sales.
25
-
Cost of sales increased $15.7 million, or 9.3% compared to the first quarter of fiscal 2025, primarily due to an 8.5%
increase in sales volume .
-
Selling, general, and administrative expenses increased $1.9 million, or 7.6% compared to the first quarter of fiscal
2026, primarily due to a $1.3 million increase in delivery charges as specialty dozens sold increased 8.5% compared to
fiscal 2025 .
Prepared Foods
Thirteen Weeks Ended
2027 Compared to
2026 Compared to
August 29, 2026
August 30, 2025
August 31, 2024
2026 % Change
2025 % Change
Net sales
$
62,995
$
72,368
$
—
(13.0)
%
N.M.
%
Cost of sales
48,346
53,471
—
(9.6)
N.M.
Selling, general and
administrative
6,807
5,676
—
19.9
N.M.
Segment income
$
7,842
$
13,221
$
—
(40.7)
%
N.M.
%
N.M. – Not Meaningful
First Quarter - Fiscal 202 7 compared to fiscal 202 6
-
Net sales decreased $9.4 million, or 13.0% compared to the first quarter of fiscal 2026, primarily due to a 19.3%
decrease in pounds sold, which had a $14.0 million impact on net sales, partially offset by a 7.9% increase in price,
which had a $4.6 million impact on net sales. The decrease in volumes is primarily due to temporary reductions in
production volumes as we continue our production expansion projects and production optimization efforts that began
in mid-fiscal 2026.
-
Cost of sales decreased $5.1 million, or 9.6% compared to the first quarter of fiscal 2026, primarily due to decreased
sales volume of 19.3%, partially offset by a 12.1% increase in the cost per pound sold, due to higher operating costs to
support our production capacity expansion projects and lower sales volumes .
-
Selling, general, and administrative expenses increased $1.1 million, compared to the first quarter of fiscal 2026,
primarily due to increased delivery charges due to rising fuel costs .
Unallocated Income (Expenses)
Thirteen Weeks Ended
2027 Compared to
2026 Compared to
August 29, 2026
August 30, 2025
August 31, 2024
2026 % Change
2025 % Change
Other - segment income (loss)
$
(8,374)
$
12,219
$
2,874
(168.5)
%
325.2
%
Unallocated corporate SG&A
(a)
(24,609)
(16,072)
(16,996)
53.1
(5.4)
Gain (loss) on involuntary
conversions
—
7,488
(146)
(100.0)
(5,228.8)
Gain (loss) on disposal of
fixed assets
(916)
(104)
1,817
780.8
(105.7)
(a)
Unallocated corporate selling, general and administrative (“SG&A”) expenses primarily consists of unallocated
corporate overhead costs, administrative expenses, and amortization that are not directly related or allocated to the
operating segments.
26
First Quarter - Fiscal 202 7 compared to fiscal 202 6
-
Other – segment loss was $8.4 million,
a
decrease of $20.6 million, or 168.5 % compared to the first quarter of fiscal
2026. The decrease was primarily due to a 65.3% decrease in egg products sales prices, partially offset by a 56.2%
increase in egg products volumes .
-
Unallocated corporate SG&A increased $8.5 million, or 53.1 %, compared to the first quarter of fiscal 2026, primarily
due to an increase in insurance expenses and an increase in legal and professional fees, partially offset by a $2.5
million reduction in contingent liability earn -out for Fassio.
-
In
the first quarter of fiscal 2026, we recognized
a
$7.5 million gain on involuntary conversions related to business
interruption insurance recoveries associated with a weather -related event that occurred in fiscal 2021.
First Quarter - Fiscal 2026 compared to fiscal 2025
-
Other – segment income increased $9.3 million, or 325.2% compared to the first quarter of fiscal 2025. The increase
was primarily due to a 35.9% increase in egg products sales price and an 8.3% increase in egg products sales volume.
-
Unallocated corporate SG&A decreased $924 thousand, or 5.4%, compared to the first quarter of fiscal 2025, due to a
decrease in insurance expense, slightly offset by higher legal and professional fees as well as additional amortization
of intangibles that were acquired from our acquisition in the first quarter of fiscal 2026.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital and Current Ratio
Our working capital was $1.3 billion at August 29, 2026 , compared to $1.4 billion at May 30, 2026. The calculation of working
capital is defined as current assets less current liabilities. Our current ratio was 7.7 at August 29, 2026 and
at
May 30, 2026 .
The current ratio is calculated by dividing current assets by current liabilities.
Cash Flows Provided by (Used In) Operating Activities
For the thirteen weeks ended August 29, 2026, $101.4 million in net cash was used in operating activities, compared to $278.6
million provided by operating activities for the comparable period in fiscal 2026. The decrease in cash flow from 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 period.
Cash Flows Provided by (Used in) Investing Activities
For the thirteen weeks ended August 29, 2026, $110.7 million in net cash was provided by investing activities, primarily
relating to sales
of
investment securities, compare d to $409.7 million used in investing activities in the same period of fiscal
2026, primarily related to the Echo Lake acquisition . Purchases of investment securities were $49.6 million during the thirteen
weeks ended August 29, 2026, and sales and maturities of investment securities were $211.8 million. Sales and maturities of
investment securities were $181.1 million in the prior fiscal year period while purchases of investment securities were $270.3
million during the period. Cash paid for the EB franchise territory acquisition was $25 million in the thirteen weeks ended
August 29 , 2026. Cash paid for business acquisitions, net was $275.3 million in the prior-year period, related to the Echo Lake
acquisition. Purchases of property, plant and equipment were $26.6 million and $45.3 million in the first quarter of fiscal 2027
and 2026, respectively, primarily reflecting progress on our construction projects.
Cash Flows Used in Financing Activities
For the thirteen weeks ended August 29, 2026, $5.1 million in net cash was used in financing activities, compared to $114.2
million used in financing activities in the same prior fiscal year period, primarily relating to payment of dividends in the first
quarter of fiscal 2026 . Purchases of common stock by treasury were $5.1 million during the thirteen weeks ended August 29,
2026, primarily due to the repurchase of common stock under the Company’s share repurchase program. There were no
dividends paid in the first quarter of fiscal 2027, compared to $114.2 million paid in the same period of fiscal 2026 .
27
Net Change in Cash and Cash Equivalents
As of August 29, 2026 , cash , cash equivalents and restricted cash increased $4.2 million since May 30, 2026, compared to
a
decrease of $245.3 million during the same period of fiscal 2026. The increase during the first quarter of fiscal 2027 is
primarily due to sale and maturities of investment securities, offset by the cash used in operations. The decrease during the first
quarter of fiscal 2026 was primarily due to the use of cash for the Echo Lake Foods.
Credit Facility
On November 15, 2021, we entered into an Amended and Restated Credit Agreement that provided for a senior secured
revolving credit facility, in an initial aggregate principal amount of up to $250 million with a five-year term expiring November
31, 2026.
On August 31, 2026, we entered into a Second Amended and Restated Credit Agreement effective as of that date (the “Credit
Agreement”), which amended and restated the Company’s Amended and Restated Credit Agreement, dated November 15, 2021
(as amended from time to time). The Credit Agreement provides us with a senior unsecured revolving credit facility with an
initial aggregate principal amount of up to $250 million (the “Revolver”), including a $25 million sublimit for the issuance of
standby letters of credit and a $25 million sublimit for swingline loans (collectively, the “Credit Facility”). In addition, the
Credit Facility includes an accordion feature permitting us, with the consent of the administrative agent, to increase the Credit
Facility by up to $250 million in the aggregate with one or more incremental senior term loans or an increase in revolving
commitments under the Revolver. The Credit Facility has a term of five years and will mature on August 31, 2031. As of
September 30, 2026, no amounts were borrowed under the Credit Facility and we had $5.9 million in outstanding standby
letters of credit issued under our Credit Facility for the benefit of certain insurance companies. Refer to Part I, Item 1. Notes to
Condensed Consolidated Financials,
, for further information regarding the Credit Facility and the
Credit Agreement.
Share Repurchase Program
In February 2025, the Company’s Board of Directors (the “Board”) approved a $500 million share repurchase program. The
share 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 factors. The actual timing, number and value of
shares repurchased under the program will be determined by management in its discretion and will depend on a number of
factors, including, but not limited to, the market price of our common stock and general market and economic conditions. The
Company repurchased 66,601 during the first quarter of fiscal 2027 and no shares during the first quarter of fiscal 2026 under
the program. As of the end of the first quarter of fiscal 2027, we had remaining authorization to purchase up to $315.7 million
under the repurchase program. See
information. Subsequent to the first quarter of fiscal 2027, the Company repurchased an additional $14.9 million in shares
under the program as of September 24, 2026.
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. The
Company expects that share repurchases under the program will be funded from existing cash balances and future free cash
flow. The share repurchase program does not obligate the Company to repurchase any specific amount of shares, does not have
an expirati on date, and may be suspended, modified or discontinued at any time without prior notice.
Dividends
In accordance with our variable dividend policy, we will not pay a cash dividend to holders of our Common Stock with respect
to our first quarter of fiscal 2027. The Company will not pay a dividend for a subsequent profitable quarter until the Company
is profitable on a cumulative basis computed from the date of the last quarter in which a dividend was paid. At the end of the
first quarter of fiscal 2027, the amount of cumulative losses to be recovered before payment of a dividend was $94.5 million.
Refer to Part I, Item 1. Notes to Condensed Consolidated Financials,
, for
further information regarding our variable dividend policy.
Material Cash Requirements
Material cash requirements for operating activities primarily consist of feed ingredients, processing, packaging and warehouse
costs, employee related costs, maintenance capital expenditures and other general operating expenses. Our material cash
28
requirements for growth capital expenditures consist primarily of our construction projects to increase our production capacity
of prepared foods and cage-free shell egg production. We believe our current cash balances, investments, projected cash flows
from operations, and available borrowings under our Credit Facility will be sufficient to fund our cash needs for at least the
next 12 months and to fund our capital commitments currently in place thereafter. Future acquisitions of businesses may require
additional financing.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
For information on changes in accounting principles and new accounting principles, see “
New Accounting Pronouncements and
Policies”
in
Statements included in this Quarterly Report.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates are those estimates made in accordance with U.S. generally accepted accounting principles that
involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our
financial condition or results of operations. There have been no changes to our critical accounting estimates identified in our
2026 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in our exposure to market risk during the thirteen weeks ended August 29, 2026 from the
information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our 2026 Annual
Report.
ITEM 4. CONTROLS
AND
PROCEDURES
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed
by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to management, including our principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based
on an evaluation of our disclosure controls and procedures conducted by our Chief Executive Officer and Chief Financial
Officer, together with other financial officers, such officers concluded that our disclosure controls and procedures were
effective as of August 29, 2026 at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended August 29, 2026
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
29
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Refer to the discussion of certain legal proceedings involving the Company and/or its subsidiaries in (i) our 2026 Annual
Report, Part I Item 3 Legal Proceedings, and Part II Item 8, Notes to Consolidated Financial Statements and Supplementary
Data, Note 16 - Commitments and Contingencies, and (ii) in this Quarterly Report in
reference.
ITEM 1A. RISK
FACTORS
There have been no material changes in the risk factors previously disclosed in the 2026 Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table is a summary of our first quarter fiscal 202 7 share repurchases:
Issuer Purchases of Equity Securities
Total Number of
Maximum Approximate
Shares Purchased
Dollar Value of
Total Number
Average
as Part of Publicly
Shares that May Yet
of Shares
Price Paid
Announced Plans
Be Purchased Under
Period
Purchased (a)
per Share
Or Programs
the Plans or Programs (b)
05/31/26 to 06/27/26
66,601
$
74.76
66,601
$
315,747,008
06/28/26 to 07/25/26
271
87.25
—
—
07/26/26 to 08/29/26
720
78.30
—
—
67,592
$
74.85
66,601
$
315,747,008
(a)
As permitted under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan, 991 shares were withheld by us during the quarter as reflected
in this column to satisfy tax withholding obligations for employees in connection with the vesting of restricted common stock.
(b)
In February 2025, the Company announced a $500 million share repurchase program. The share 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 factors. The 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.
ITEM 5. OTHER INFORMATION
During the first quarter of fiscal 2027, no director or officer of the Company
arrangement or
30
ITEM 6. EXHIBITS
Exhibits
No.
Description
3.1
3.2
10.1
the Guarantors, the Lenders and BMO Bank N.A., as Administrative Agent (incorporated by reference to
31.1*
31.2*
32**
101.SCH*+
Inline XBRL Taxonomy Extension Schema Document
101.CAL*+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith as an Exhibit.
**
Furnished herewith as an Exhibit.
+
Submitted electronically with this Quarterly Report.
31
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CAL-MAINE FOODS, INC.
(Registrant)
Date:
September 30, 2026
/s/ Max P. Bowman
Max P. Bowman
Vice President, Chief Financial Officer
(Principal Financial Officer)
Date:
September 30, 2026
/s/ Matthew S. Glover
Matthew S. Glover
Vice President – Accounting
(Principal Accounting Officer)
Exhibit 31.1
1
Certification
Pursuant to Rule 13a -14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Sherman L. Miller, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Cal -Maine Foods, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a -15(e) and 15d -15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d)
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report
financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Sherman L. Miller
Sherman L. Miller
President and Chief Executive Officer
Date:
September 30, 2026
Exhibit 31.2
1
Certification
Pursuant to Rule 13a -14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934,
As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Max P. Bowman, certify that
1.
I have reviewed this Quarterly Report on Form 10-Q of Cal -Maine Foods, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exch ange Act Rules 13a-15(e) and 15d -15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d -15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
/s/ Max P. Bowman
Max P. Bowman
Vice President and Chief Financial Officer
Date:
September 30, 2026
Exhibit 32
1
Certifications Pursuant to 18 U.S.C. §1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Cal-Maine Foods, Inc. (the “Company”),
hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended August
29, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934
and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ Sherman L. Miller
Sherman L. Miller
President and Chief Executive Officer
/s/ Max P. Bowman
Max P. Bowman
Vice President and Chief Financial Officer
Date:
September 30, 2026