calm-20250830

Index

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

20549

FORM

10-Q

☑

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

For the quarterly period ended

August 30, 2025

☐

Transition report pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number:

001-38695

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

64-0500378

(State or other jurisdiction of incorporation or organization)

(I.R.S Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

Mississippi

39157

(Address of principal executive offices)

(Zip Code)

(

601

)

948-6813

(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

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate

check

mark

whether

the

registrant: (1)

has

filed

all

reports

required

filed

Section

15(d)

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.

Yes

☑

☐

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).

Yes

☑

☐

Indicate by

check mark

whether the registrant

is a large

accelerated filer,

an accelerated

filer, a

non-accelerated filer,

a smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller reporting company,”

and “emerging growth company” in Rule 12b-2 of

the Exchange Act.

Large Accelerated filer

☑

Accelerated filer

☐

Non – Accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying

with

any

new

revised

financial

accounting

standards

provided

pursuant

Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Exchange Act).

Yes

☐

☑

There were

48,499,606

shares of Common Stock, $0.01 par value, outstanding as of October 1, 2025.

Index

INDEX

Page Number

Part I.

Financial Information

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets -

August 30, 2025 and May 31, 2025

Condensed Consolidated Statements of Income -

Thirteen Weeks Ended August 30, 2025 and August 31, 2024

Condensed Consolidated Statements of Comprehensive Income -

Thirteen Weeks Ended August 30, 2025 and August 31, 2024

Condensed Consolidated Statements of Cash Flows -

Thirteen Weeks Ended August 30, 2025 and August 31, 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5.

Item 6.

PART

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 30, 2025

May 31, 2025

Assets

Current assets:

Cash and cash equivalents

251,920

499,392

Investment securities available-for-sale

1,001,475

892,708

Trade and other receivables, net

242,848

259,304

Income tax receivable

3,073

13,057

Inventories

328,429

295,670

Prepaid expenses and other current assets

19,109

7,979

Total current

assets

1,846,854

1,968,110

Property, plant &

equipment, net

1,195,545

1,026,684

Investments in unconsolidated entities

10,905

11,095

Goodwill

75,815

46,776

Intangible assets, net

50,444

15,157

Other long-term assets

16,829

16,797

Total Assets

3,196,392

3,084,619

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

108,771

101,033

Accrued wages and benefits

26,328

60,263

Income taxes payable

40,386

—

Dividends payable

66,457

114,163

Accrued expenses and other liabilities

28,009

32,912

Total current

liabilities

269,951

308,371

Other noncurrent liabilities

55,575

55,582

Deferred income taxes, net

168,949

154,651

Total liabilities

494,475

518,604

Commitments and contingencies - see Note 10

—

Stockholders’ equity:

Common stock ($

0.01

par value) - authorized

120,000

shares, issued

75,061

751

Paid-in capital

82,134

80,845

Retained earnings

2,698,811

2,565,928

Accumulated other comprehensive income (loss), net of tax

954

(1,007)

Common stock in treasury at cost –

26,561

shares at August 30, 2025 and

26,567

shares at May 31, 2025

(85,891)

(85,893)

Total Cal-Maine Foods,

Inc. stockholders’ equity

2,696,759

2,560,624

Noncontrolling interest in consolidated entity

5,158

5,391

Total stockholders’

equity

2,701,917

2,566,015

Total Liabilities and Stockholders’

Equity

3,196,392

3,084,619

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Net sales

922,602

785,871

Cost of sales

611,288

538,653

Gross profit

311,314

247,218

Selling, general and administrative

69,514

61,932

(Gain) loss on involuntary conversions

(7,488)

146

(Gain) loss on disposal of fixed assets

104

(1,817)

Operating income

249,184

186,957

Other income (expense):

Interest income, net

12,850

9,785

Other, net

1,231

1,211

Total other income, net

14,081

10,996

Income before income taxes

263,265

197,953

Income tax expense

64,158

48,363

Net income

199,107

149,590

Less: Loss attributable to noncontrolling interest

(233)

(386)

Net income attributable to Cal-Maine Foods, Inc.

199,340

149,976

Net income per common share:

Basic

4.13

3.08

Diluted

4.12

3.06

Weighted average

shares outstanding:

Basic

48,281

48,761

Diluted

48,424

48,932

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of

Comprehensive Income

(In thousands)

(Unaudited)

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Net income

199,107

149,590

Other comprehensive income, before tax:

Unrealized holding gain on available-for-sale securities, net of reclassification

adjustments

2,586

1,715

Income tax expense related to items of other comprehensive income

(625)

(416)

Other comprehensive income, net of tax

1,961

1,299

Comprehensive income

201,068

150,889

Less: Comprehensive loss attributable to the noncontrolling interest

(233)

(386)

Comprehensive income attributable to Cal-Maine Foods, Inc.

201,301

151,275

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Cash flows from operating activities:

Net income

199,107

149,590

Depreciation and amortization

29,663

22,048

Deferred income taxes

13,682

(14,605)

Other adjustments, net

36,152

(39,581)

Net cash provided by operations

278,604

117,452

Cash flows from investing activities:

Purchases of investment securities

(270,315)

(202,196)

Sales and maturities of investment securities

181,145

209,673

Acquisition of businesses, net of cash acquired

(275,291)

(111,521)

Purchases of property,

plant and equipment

(45,302)

(35,773)

Net proceeds from disposal of property,

plant and equipment

3,946

Net cash used in investing activities

(409,714)

(135,871)

Cash flows from financing activities:

Payments of dividends

(114,163)

(37,758)

Purchase of common stock by treasury

(18)

(34)

Net cash used in financing activities

(114,181)

(37,792)

Net change in cash, cash equivalents and restricted cash

(245,291)

(56,211)

Cash, cash equivalents and restricted cash at beginning of period

499,392

237,878

Cash, cash equivalents and restricted cash at end of period

254,101

181,667

See Notes to Condensed Consolidated Financial Statements.

Index

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

accordance

with

the

instructions

Form

10-Q

and

Article

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

31,

2025

(the

“2025

Annual

Report”).

These

statements

reflect

all

adjustments

that

are,

the

opinion

management,

necessary

fair

statement

the

results

for

the

interim

periods

presented

and,

the

opinion

management,

consist

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 30, 2025

and August 31, 2024 included

weeks.

Use of Estimates

The

preparation

of the

condensed

consolidated

financial

statements

conformity

with GAAP

requires

management

make

estimates

and

assumptions

that

affect

the

amounts

reported

the

condensed

consolidated

financial

statements

and

accompanying notes. Actual results could differ from those estimates.

Dividends Payable

Dividends are accrued

at the end of each

quarter according to the Company’s

dividend policy adopted by

its Board of Directors

(“Board”).

The Company

pays a

dividend

to holders

of its

Common Stock

(and, prior

to its

conversion

to Common

Stock on

April

14,

2025

Class

Common

Stock)

quarterly

basis

for

each

quarter

for

which

the

Company

reports

net

income

attributable

Cal-Maine

Foods,

Inc.,

computed

accordance

with

GAAP

amount

equal

one-third

(1/3)

such

quarterly

net

income.

Dividends are

paid

to stockholders

of record

as of

the 60th

day

following

the last

day

such quarter,

except for

the fourth

fiscal quarter.

For the

fourth quarter,

the Company

pays dividends

to 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

Cal-Maine

Foods,

Inc.,

the

Company

will

not

pay

dividend

for

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.

Revenue Recognition

The Company recognizes revenue through the sale of its products

to customers through retail, foodservice and other distribution

channels.

The

majority

the

Company’s

revenue

derived

from

agreements

contracts

with

customers

based

upon

the

customer

ordering

its

products

with

single

performance

obligation

delivering

the

product.

The

Company

believes

the

performance

obligation

met

upon

delivery

and

acceptance

the

product

its

customers,

which

generally

occurs

upon

shipment

or delivery

to a

customer based

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

other

programs

such

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

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.

Index

Business Combinations

The Company applies the acquisition

method of accounting, which

requires that once control is obtained,

all the assets acquired

and liabilities assumed,

including amounts

attributable to noncontrolling

interests, are recorded

at their respective

fair values at

the

date

of acquisition.

The

excess

the

purchase

price

over

fair

values

identifiable

assets

and

liabilities

recorded

goodwill.

use

various

models

and

methods

determine

the

fair

values

identifiable

assets

and

liabilities,

such

top-down

and

bottom-up

approach

for

inventory,

cost

method

and

market

approach

for

property,

and

relief-from-royalty

and

multi-period

excess earnings to value

intangibles. Significant estimates in

valuing certain intangible assets include,

but are not limited to,

the

amount and timing of future cash flows, growth rates, discount rates

and useful lives.

New Accounting Pronouncements and Policies

In December

2023, the

Financial Accounting

Standards Board

(“FASB”)

issued Accounting Standards

Update (“ASU”)

2023-

09,

Income Taxes

(Topic

740) – Improvements to

Income Tax

Disclosures

. This ASU requires that an

entity, on an

annual basis,

disclose

additional

income

tax

information,

primarily

the

rate

reconciliation

and

income

taxes

paid.

The

ASU

intended

to enhance

the transparency

and decision

usefulness of

income tax

disclosures. ASU

2023-09

is effective

for annual

periods

beginning

after

December

15,

2024.

The

Company

currently

evaluating

the

impact

ASU

2023-09

its

consolidated financial statement disclosures.

November

2024,

the

FASB

issued

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

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

pronouncements

issued or effective

during the fiscal year

that had or

are expected to have

material impact on our consolidated financial statements.

Index

Note 2 - Acquisition

Acquisition of Echo Lake Foods, LLC

Effective

June 2, 2025

, the Company

acquired Echo

Lake Foods, LLC

and certain

related companies

(collectively “Echo

Lake

Foods”). Echo

Lake Foods

is based

in Burlington,

Wisconsin and

produces, packages,

markets and

distributes prepared

foods,

including waffles, pancakes, scrambled eggs, frozen

cooked omelets, egg patties, toast and diced eggs. The Company

accounted

for the acquisition as a business combination.

Pending

the

finalization

the

Company’s

valuation,

the

following

table

summarizes

the

consideration

paid

for

Echo

Lake

Foods and the amounts of assets acquired and liabilities assumed recognized

at the acquisition date (in thousands):

Cash consideration paid

275,406

Recognized amounts of identifiable assets acquired and liabilities assumed

Cash

115

Investment securities available-for-sale

14,147

Accounts receivable

31,923

Inventories

21,601

Prepaid expenses and other current assets

3,131

Property, plant &

equipment

151,697

Intangible assets

36,800

259,414

Accounts payable and other current liabilities

(13,047)

Total identifiable

net assets

246,367

Goodwill

29,039

275,406

Cash and

accounts receivable

acquired

along with

liabilities assumed

were valued

at their

carrying value

which approximates

fair value due to the short maturity of these instruments.

Inventories consisted

primarily of

raw materials,

supplies and

finished goods.

Raw materials

and supplies

were valued

at their

carrying value as

management believes that

their carrying value

best approximates their

fair value. Finished

goods were valued

using both the bottom-up and top-down approach. The

bottom-up approach measures the value of inventory as the value created

by the

target company

(i.e., the

costs incurred,

profit realized,

and tangible

and intangible

assets utilized)

pre-acquisition date.

The top-down

approach measures

the value

of inventory

as the

incremental

inventory value

created by

the market

participant

buyer as part

of its selling

effort to an

end customer (i.e.,

the costs that

will be incurred,

the profit that

will be realized,

and the

tangible and intangible assets that will be utilized) post-acquisition date.

Property,

plant and

equipment were

valued

utilizing

the cost

approach

and

market approach.

Machinery

and equipment

were

valued

utilizing

the

cost

approach

which

based

replacement

reproduction

costs

the

assets

and

subtracting

any

depreciation resulting from

physical deterioration and/or

functional or economic

obsolescence. Land and

buildings were valued

utilizing the market approach by using a real estate valuation.

Intangible assets

consisted primarily

of customer

relationships and

a trade name.

Customer relationships

were valued using

the

multi-period excess earnings method and the trade name was valued

using the relief-from-royalty method.

Goodwill

represents

the

excess

the

purchase

price

the

acquired

business

over

the

acquisition

date

fair

value

the

net

assets acquired.

Goodwill

recorded

connection

with

the Echo

Lake

Foods

acquisition is

primarily

attributable

to projected

synergies

from integrating

the operations

of Echo

Lake Foods

with the

operations of

the Company.

The Company

recognized

goodwill of $

29.0

million as a result of the acquisition, all of which is deductible for tax purposes.

Index

The Company

recorded

transaction costs

594

thousand and

6.6

million

in the

first quarter

fiscal 2026

and fiscal

year

2025, respectively,

as a result of the Echo Lake Foods acquisition.

Note 3 - Investment

Securities Available-for-Sale

The following

represents the

Company’s

investment securities

available-for-sale as

of August

30, 2025

and May

31, 2025

(in

thousands):

August 30, 2025

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

22,072

—

22,140

Commercial paper

81,527

—

81,504

Corporate bonds

536,273

2,120

—

538,393

Certificates of deposits

4,960

—

4,968

US government and agency obligations

245,019

—

245,084

Treasury bills

109,288

—

109,386

Total current

investment securities

999,139

2,359

1,001,475

May 31, 2025

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

21,695

—

21,698

Commercial paper

90,880

—

90,830

Corporate bonds

431,378

130

—

431,508

Certificates of deposits

5,200

—

5,194

US government and agency obligations

240,655

—

260

240,395

Treasury bills

103,119

—

103,083

Total current

investment securities

892,927

133

352

892,708

Actual maturities

may differ

from contractual

maturities as some

borrowers have

the right to

call or prepay

obligations with

without penalties. Contractual maturities of current investment securities

at August 30, 2025 are as follows (in thousands):

Estimated Fair Value

Within one year

472,795

1-5 years

528,680

Total

1,001,475

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

paid

transfer

the

liability

new

obligor

transaction

between

such

parties,

not

the

amount

that

would

be paid

settle the liability with the creditor.

•

Level 1

- Quoted prices in active markets for identical assets or liabilities

•

Level 2

- Inputs

other than

quoted

prices included

in Level

1 that

are observable

for the

asset or

liability,

either

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

◦

Inputs derived principally from or corroborated by other observable market

data

•

Level 3

- Unobservable inputs for the asset or liability that are

supported by little or no market activity and that

are

significant to the fair value of the assets or liabilities

Index

The disclosures 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

measured

fair

value

recurring

basis

August

30,

2025

and

May

31,

2025

(in

thousands):

August 30, 2025

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

22,140

—

22,140

Commercial paper

—

81,504

—

81,504

Corporate bonds

—

538,393

—

538,393

Certificates of deposits

—

4,968

—

4,968

US government and agency obligations

—

245,084

—

245,084

Treasury bills

—

109,386

—

109,386

Total assets measured at fair

value

—

1,001,475

—

1,001,475

Liabilities

Contingent consideration

—

21,500

Total liabilities measured

at fair value

—

21,500

May 31, 2025

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

21,698

—

21,698

Commercial paper

—

90,830

—

90,830

Corporate bonds

—

431,508

—

431,508

Certificates of deposits

—

5,194

—

5,194

US government and agency obligations

—

240,395

—

240,395

Treasury bills

—

103,083

—

103,083

Total assets measured at fair

value

—

892,708

—

892,708

Liabilities

Contingent consideration

—

21,500

Total liabilities measured

at fair value

—

21,500

Investment securities – available-for-sale are all classified as Level 2 and consist of

securities with maturities of three months or

longer

when

purchased.

classified

these

securities

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

three-year

period that

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

measured,

and

the

probability

assessments

with

respect

the

likelihood

achieving

the

forecasted

projections. There

were

adjustments to

the fair

value of

contingent consideration

recorded in

the thirteen

weeks

ended August 30, 2025.

Index

Note 5 - Inventories

Inventories consisted of the following as of August 30, 2025 and May 31,

2025 (in thousands):

August 30, 2025

May 31, 2025

Flocks, net of amortization

168,968

166,507

Feed and supplies

107,165

99,188

Raw materials and finished goods inventory

52,296

29,975

328,429

295,670

grow

and

maintain

flocks

layers

(mature

female

chickens),

pullets

(female

chickens,

under

weeks

age),

and

breeders (male

and female

chickens used

to produce

fertile eggs

to hatch

for egg

production flocks).

Our total

flock at

August

30, 2025 and May

31, 2025 consisted of

approximately

11.1

million and

11.5

million pullets and breeders

and

48.5

million and

48.3

million layers, respectively.

Note 6 - Equity

The following reflects equity activity for the thirteen weeks ended

August 30, 2025 and August 31, 2024 (in thousands):

Thirteen Weeks

Ended August 30, 2025

Cal-Maine Foods, Inc. Stockholders

Treasury

Paid In

Accum. Other

Retained

Noncontrolling

Amount

Capital

Comp. Gain (Loss)

Earnings

Interest

Total

Balance at May 31, 2025

751

(85,893)

80,845

(1,007)

2,565,928

5,391

2,566,015

Other comprehensive

income, net of tax

—

1,961

—

1,961

Stock compensation plan

transactions

—

1,289

—

1,291

Dividends ($

1.371

per share)

—

(66,457)

—

(66,457)

Net income (loss)

—

199,340

(233)

199,107

Balance at August 30, 2025

751

(85,891)

82,134

954

2,698,811

5,158

2,701,917

Thirteen Weeks

Ended August 31, 2024

Cal-Maine Foods, Inc. Stockholders

Class A

Treasury

Paid In

Accum. Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at June 1,

2024

703

(31,597)

76,371

(1,773)

1,756,395

(3,104)

1,797,043

Other comprehensive

income, net of tax

—

1,299

—

1,299

Stock compensation

plan transactions

—

(35)

1,132

—

1,097

Dividends ($

1.019

per

share)

Common

—

(45,075)

—

(45,075)

Class A common

—

(4,891)

—

(4,891)

Net income (loss)

—

149,976

(386)

149,590

Balance at August 31,

2024

703

(31,632)

77,503

(474)

1,856,405

(3,490)

1,899,063

Note 7 - Net Income per Common Share

Basic net

income per

share attributable

to Cal-Maine

Foods, Inc.

is based

on the

weighted average

shares of

Common Stock

(and when

they were

outstanding shares

of Class

A Common

Stock) outstanding.

All shares

of Class

A Common

Stock were

Index

converted into

Common Stock

on April

14, 2025.

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.

The

following

table

provides

reconciliation

the

numerators

and

denominators

used

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 30, 2025

August 31, 2024

Numerator

Net income

199,107

149,590

Less: Loss attributable to noncontrolling interest

(233)

(386)

Net income attributable to Cal-Maine Foods, Inc.

199,340

149,976

Denominator

Weighted-average

common shares outstanding, basic

48,281

48,761

Effect of dilutive restricted shares

143

171

Weighted-average

common shares outstanding, diluted

48,424

48,932

Net income per common share attributable to Cal-Maine Foods, Inc.

Basic

4.13

3.08

Diluted

4.12

3.06

Note 8 - Stock Based Compensation

Total

stock-based compensation

expense was

1.3

million and

1.1

million for

the thirteen

weeks ended

August 30,

2025 and

August 31, 2024, 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

30,

2025

of $

8.0

million will

be recorded

over a

weighted

average period of

2.0

years. Refer to Part

II Item 8,

Notes to Consolidated

Financial Statements and

Supplementary Data, Note

13 – Stock-Based Compensation in our 2025 Annual Report for further

information on our stock compensation plans.

The Company’s equity-based award

activity for the thirteen weeks ended August 30, 2025 was as follows:

Number of

Weighted

Average Grant

Date Fair Value

Outstanding, May 31, 2025

212,717

66.93

Granted

13,518

101.14

Vested

(529)

54.10

Forfeited

(793)

73.93

Outstanding, August 30, 2025

224,913

68.99

Index

Note 9 – Segment Reporting

The Company has

one

operating and

one

reportable segment, which is

the production, packaging, marketing

and distribution of

shell eggs,

prepared foods and egg products. The Company is managed on a consolidated basis.

The Company’s

operating segment

is 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.

The CODM reviews net income,

which is reported on the

Condensed Consolidated Statements of

Income, to

assess the

performance of,

and make

decisions on

how to

allocate resources

to, the

segment. The

CODM utilizes

consolidated

expense information

regularly provided

in the CODM

package in

order to

assist with assessing

performance and

deciding how

allocate

resources,

which

align

with

the

consolidated

expense

categories

disclosed

the

face

the

Condensed

Consolidated Statements

of Income.

The measure

of segment

assets is

reported on

the Condensed

Consolidated Balance

Sheet

as Total assets.

Revenue

primarily

derives

from

the

sales

shell

eggs,

prepared

foods,

and

egg

products

throughout

the

Unites

States.

The

Company’s

shell

egg

product

offerings

include

specialty

and

conventional

shell

eggs.

Specialty

shell

eggs

include

cage-free,

organic,

brown,

free-range,

pasture-raised

and

nutritionally

enhanced

eggs.

Conventional

shell

eggs

sales

represent

all

other

shell egg sales not sold as specialty shell eggs. The Company’s

prepared foods include offerings such as pre-cooked

egg patties,

omelets,

folded

and

scrambled

egg

formats,

hard-cooked

eggs,

pancakes,

waffles,

and

specialty

wraps.

Egg

products

include

liquid and frozen egg products.

Other sales represent feed sales, miscellaneous byproducts and resale products.

The following table provides revenue disaggregated by product category

(in thousands):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Conventional shell egg sales

505,941

484,736

Specialty shell egg sales

283,456

256,777

Prepared foods

83,936

8,938

Egg products

37,107

26,237

Other

12,162

9,183

922,602

785,871

The following table provides revenue disaggregated by sales channel

(in thousands):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Retail

739,787

669,709

Foodservice

152,085

109,845

Other

30,730

6,317

922,602

785,871

Retail customers include primarily national

and regional grocery store chains,

club stores, and companies servicing independent

supermarkets

the

U.S.

Foodservice

customers

include

primarily

companies

that

sell

food

products

and

items

restaurants, convenience stores, healthcare and education facilities and hotels.

Note 10 - Commitments and Contingencies

LEGAL PROCEEDINGS

Civil Investigative Demand

March

2025,

the

Company

received

Civil

Investigative

Demand

(“CID”)

from

the

Department

Justice

(“DOJ”)

connection with

an antitrust investigation

to determine whether

there is, has

been or may

be a violation

of the antitrust

laws by

anticompetitive

conduct

and

among

egg

producers.

In August

2025,

the

Company

received

subpoena

from

the

State

New York

requesting information

and documents

related to its

investigation of

anticompetitive conduct

and high

egg prices

the

egg

industry.

The

Company

complying

with

the

CID

and

the

subpoena

and

cooperating

with

the

investigations.

Index

Management

cannot

predict

the

eventual

scope,

duration

outcome

these

investigations

and

unable

estimate

the

amount or range of potential losses, if any,

at this time.

State of Texas

v. Cal-Maine Foods, Inc. d/b/a Wharton;

and Wharton County Foods, LLC

On April

23, 2020,

the Company

and its subsidiary

Wharton County

Foods, LLC (“WCF”)

were named

as defendants in

State

Texas

Cal-Maine

Foods,

Inc.

d/b/a

Wharton;

and

Wharton

County

Foods,

LLC,

Cause

No.

2020-25427,

the

District

Court of

Harris County,

Texas.

The State

of Texas

(the “State”)

asserted claims

based on

the Company’s

and WCF’s

alleged

violation

the

Texas

Deceptive

Trade

Practices—Consumer

Protection

Act,

Tex.

Bus.

Com.

Code

§§

17.41-17.63

(“DTPA”).

The

State

claimed

that

the

Company

and

WCF

offered

shell

eggs

excessive

exorbitant

prices

during

the

COVID-19

state

emergency

and

made

misleading

statements

about

shell

egg

prices.

The

State

sought

temporary

and

permanent

injunctions

against

the

Company

and

WCF

prevent

further

alleged

violations

the

DTPA,

along

with

over

100,000

in damages. On August 13, 2020, the court granted the defendants’ motion to dismiss the State’s

original petition with

prejudice. On September

11, 2020,

the State filed a

notice of appeal,

which was assigned to

the Texas

Court of Appeals

for the

First

District.

August

16,

2022,

the

appeals

court

reversed

and

remanded

the

case

back

the

trial

court

for

further

proceedings. On October 31, 2022,

the Company and WCF appealed

the First District Court’s

decision to the Supreme Court

Texas.

On September

29, 2023,

the Supreme

Court of

Texas

denied the

Company’s

Petition for

Review and

remanded to

the

trial

court

for

further

proceedings.

November

30,

2024,

the

State

filed

amended

petition,

primarily

address

procedural

deficiency

that

required

the

State

generally

plead

was

seeking

monetary

relief

over

1.0

million

including

restitution,

civil

penalties,

attorney’s

fees

and

costs.

Pre-trial

proceedings

are

progressing

accordance

with

the

court’s

schedule. Management believes the risk of material loss related to this matter to

be remote.

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

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

the

United

States

District

Court

for

the

Eastern

District

Pennsylvania,

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.

al., Case

No.

1:11-cv-8808,

for

trial. The

Egg

Products

Plaintiffs

alleged

that

the

Company

and

other

defendants

violated

Section

the

Sherman

Act,

15.

U.S.C.

agreeing

limit

the

production

eggs

and

thereby

illegally

raise

the

prices

that

plaintiffs

paid

for

processed

egg

products.

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 $

17.8

million in damages.

On November 6,

2024, the court

entered a final

judgement against the

Company and other

defendants,

jointly

and

severally,

totaling

43.6

million

after

trebling.

December

2024,

the

Company

filed

renewed

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

stay

enforcement

the

judgment

and

entered

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

bond in

the approximate

amount of

23.9

million,

representing

a portion

of the

total bond

required

to preserve

the right

appeal the trial

court’s

decision. Another defendant

posted a bond

for the remaining

amount. 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,

43.6

million,

subject

credit

for

certain

settlements

with

settling

defendants,

plus

the

Egg

Product

Plaintiffs’

reasonable

attorneys’

fees.

During

our

second

fiscal

quarter

2024,

recorded

accrued

expense

19.6

million

in selling,

general and

administrative

expenses in

the Company’s

Condensed

Consolidated Statements

of Income

and

classified

other

noncurrent

liabilities

the

Company’s

Condensed

Consolidated

Balance

Sheets.

Although

less

than

the

bond

posted

the

Company,

the

accrual

represents

our

estimate

the

Company’s

proportional

the

reasonably

Index

possible ultimate damages award,

excluding the Egg Product

Plaintiffs’ attorneys’ fees

that we believe would

be approximately

offset

the

credits

noted

above.

have

entered

into

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

their

affiliates.

The

State

Oklahoma

claims

that

through

the

disposal

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

the

court.

Cal-Maine

Foods,

Inc.

discontinued

operations

the

watershed

around

2005.

Since

the

litigation

began,

Cal-Maine

Foods,

Inc.

purchased

100

the

membership

interests

Benton

County

Foods,

LLC,

which

ongoing

commercial

shell

egg

operation within

the Illinois

River Watershed.

Benton County

Foods, LLC

is not

a defendant

in the

litigation. We

also have

number of small contract producers that operate in the area.

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, but

no penalties

were assessed.

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

before retired Tenth

Circuit Chief Judge

Deanell Reece Tacha,

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

14-year-old record

and changed

circumstances of the

Illinois River watershed.

On June 17,

2025, the court

entered

an opinion

and order

that found

that the

State satisfied

its burden

to show

that conditions

in the

Illinois River

watershed have

not materially changed

since the original trial

and the case was

not moot. On

July 9, 2025, the

State of Oklahoma filed

its form

of proposed

final judgment

and brief

in support

thereof seeking

over $100

million in

total fines

from all

defendants, including

approximately

18.2

million

fines

from

the

Company,

plus

attorneys’

fees.

July

30,

2025,

the

Company

and

other

defendants filed

their form of proposed

final judgment and

brief in support

thereof seeking no

monetary fines or

penalties. The

court has not

ruled on these

submissions but is

expected to enter

a final judgment

imposing fines and

potentially non-monetary

remedies,

any,

the

future.

accrual

for

this

legal

proceeding

has

been

recorded

August

30,

2025.

Based

information available as

of September 30,

2025, management expects

that the ultimate

resolution of this

litigation will result

a loss to the Company, if any,

that is substantially less than the amount sought from the Company by the State of

Oklahoma.

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.

Index

ITEM

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

FINANCIAL

CONDITION

AND

RESULTS

OPERATIONS

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

31, 2025

(the “2025 Annual Report”), and the accompanying financial statements and

notes included in Part II Item 8 of the 2025 Annual

Report and in

Part I Item 1

of this Quarterly Report on Form 10-Q (“Quarterly 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

and

demand

for

our

products,

potential

future

corn

and

soybean

price

trends,

potential future

impact on our

business of the

resurgence in United

States (“U.S.”) commercial

table egg

layer flocks 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

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

repurchase

program.

Such

forward-looking

statements

are

identified

the

use

words

such

“believes,”

“intends,”

“expects,”

“hopes,” “may,”

“should,”

“plans,”

“projected,”

“contemplates,”

“anticipates,”

similar words.

Actual

outcomes

results

could

differ

materially

from

those

projected

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

predict

and

may

beyond

our

control.

The

factors

that

could

cause

actual

results

differ

materially from

those projected

in the

forward-looking statements

include, among

others, (i)

the risk

factors set

forth in

Part I

Item 1A

Risk Factors

of our 2025

Annual Report,

as well as

those included

in other

reports we

file from

time to

time with

the

United

States

Securities

and

Exchange

Commission

(“SEC”)

(including

our

Quarterly

Reports

Form

10-Q

and

Current

Reports on Form 8-K), (ii)

the risks and hazards inherent

in the shell egg business (including

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 November 2023 and that

first impacted our flocks

in December 2023,

(iii) changes in the

demand for and market

prices of shell eggs

and feed costs, (iv)

our ability to predict

and

meet demand for cage-free

and other specialty eggs, (v)

risks, changes, or obligations that could

result from our recent or future

acquisition

new

flocks

businesses,

such

our

acquisition

Echo

Lake

Foods

completed

June

2025,

and

risks

changes that

may cause

conditions to

completing a

pending acquisition

not to

be met,

(vi) our

ability to

successfully integrate

and

manage

the

business

Echo

Lake

Foods

and

realize

the

expected

benefits

the

acquisition,

including

synergies,

cost

savings,

reduction

earnings

volatility,

margin

expansion,

financial

returns,

expanded

customer

relationships,

sales

growth opportunities,

(vii) our ability

to retain existing

customers, acquire

new customers and

grow our product

mix including

our

prepared

foods

product

offerings,

(viii)

the

impacts

and

potential

future

impacts

of government,

customer

and

consumer

reactions to recent high market

prices for eggs, (ix) potential

impacts to our business as

a result of our Company

ceasing to be a

“controlled company”

under the rules

of The Nasdaq

Stock Market on

April 14, 2025,

(x) risks relating

to potential changes

inflation, interest

rates and

trade and

tariff policies,

(xi) adverse

results in

pending litigation

and other

legal matters,

and (xii)

global instability,

including as a

result of the

war in Ukraine,

the conflicts involving

Israel and

Iran, and attacks

on shipping

the

Red

Sea.

The

actual

timing,

number

and

value

repurchased

under

our

repurchase

program

will

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

discontinued

any

time

without

prior

notice.

Readers

are

cautioned

not

place

undue

reliance

forward-

looking

statements

because,

while

believe

the

assumptions

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.

COMPANY

OVERVIEW

Cal-Maine Foods,

Inc. (“Cal-Maine

Foods,” the

“Company,”

“we,” “us,”

“our”) is

the largest

egg company

in the

U.S. and

leading

player

the

egg-based

food

industry.

With

strong

national

footprint,

Cal-Maine

Foods

provides

nutritious,

affordable, and sustainable protein to millions of households every

day.

The Company’s

portfolio spans the

full egg value

ladder—from conventional

to specialty,

including cage-free, organic,

brown,

free-range,

pasture-raised,

and

nutritionally

enhanced

eggs—serving

both

retail

and

foodservice

customers

nationwide.

Cal-

Index

Maine

Foods

also

participates

the

growing

prepared

foods

sector,

with

offerings

such

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®, MeadowCreek Foods®, and Crepini®.

Our operations are fully integrated,

and we have one operating and reportable

segment. Our total flock as of

August 30, 2025 of

approximately

48.5

million

layers

and

11.1

million

pullets

and

breeders

the

largest

the

U.S.

sell

our

products

diverse group of

customers, including national

and regional grocery

store chains,

club stores, companies

servicing independent

supermarkets

the

U.S.,

and

foodservice

distributors

serving

restaurants,

convenience

stores,

healthcare

and

education

facilities and hotels throughout the majority of the U.S. and

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

located close to

our customers.

Our

strategy

includes

three

primary

priorities:

expanding

specialty

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

market

prices for

eggs

and

feed

grains

(corn

and

soybean

meal),

which

are

highly

volatile,

independent

each

other,

and

out

our

control.

Generally,

higher

market

prices

for

eggs

have

positive

impact on

our financial

results while

higher market

prices for

feed grains

have a

negative impact

on our

financial results.

Our

pricing for

shell eggs

is negotiated

with our

customers on

individual terms.

sell our

shell eggs

at prices

based on

formulas

that take into

account, in varying

ways, independently

quoted regional wholesale

market prices for

shell eggs, formulas

our

costs

production,

such

grain-based

and

variations

cost-plus

arrangements,

hybrid

models

including

cost

production and wholesale market prices.

The majority

of our

conventional eggs

are priced

and sold

under frameworks

that generally

utilize market-based

formulas tied

to independently

quoted regional

wholesale market

quotes. The

majority of

our specialty

eggs are

sold under

frameworks that

do not utilize market-based

formulas, although we do

have some customers that prefer

market-based pricing for cage-free

eggs.

result,

specialty

egg

prices

typically

not

fluctuate

much

conventional

pricing.

not

sell

eggs

directly

consumers or set the prices at which eggs are sold to consumers.

Retail

sales

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

increase

with

the

start

the

school

year

and

tend

highest

prior

holiday

periods,

particularly

Thanksgiving,

Christmas

and

Easter.

Consequently,

and

all

other

things

being

equal, we would

expect to experience

lower selling prices, sales

volumes and net

income (and may incur

net losses) in our

first

and

fourth

fiscal

quarters

ending

August/September

and

May/June,

respectively.

Because

the

seasonal

and

quarterly

fluctuations,

comparisons

our

sales

and

operating

results

between

different

quarters

within

single

fiscal

year

are

not

necessarily meaningful comparisons.

routinely

fill

our

storage

bins

during

harvest

season

when

prices

for

feed

ingredients

are

generally

lower.

ensure

continued

availability of

feed ingredients,

we may

enter into

contracts for

future purchases

of corn

and soybean

meal, and

part

these

contracts,

may

lock-in

the

basis

portion

our

grain

purchases

several

months

advance.

Basis

the

difference

between the

local cash

price for

grain and

the applicable

futures price.

A basis

contract is

a common

transaction in

the grain

market that

allows us

to lock-in

a basis

level for

a specific

delivery period

and wait

to set

the futures

price at

a later

date. Furthermore,

due to

the more

limited supply

for organic

ingredients,

we may

commit to

purchase organic

ingredients in

advance to help ensure supply.

Ordinarily, we do

not enter into long-term contracts beyond a year to purchase

corn and soybean

meal

hedge

against

increases

the

prices

corn

and

soybean

meal.

Corn

and

soybean

meal

are

commodities

and

are

subject

volatile

price

changes

due

weather,

various

supply

and

demand

factors,

transportation

and

storage

costs,

speculators,

agricultural, energy

and trade

policies in

the U.S.

and internationally

and global

instability that

could disrupt

the

supply chain.

An important competitive advantage

for Cal-Maine Foods is

our ability to meet

our customers’ evolving needs

with a favorable

mix of

branded and

private-label products

of conventional

and specialty

eggs, including

cage-free, organic,

brown, free-range,

pasture-raised and nutritionally-enhanced eggs as well as prepared

foods and egg products.

HPAI

Outbreaks of

HPAI

have continued

to occur

in U.S.

poultry flocks.

Since the

HPAI

outbreaks in

2015, there

were no

reported

significant

outbreaks

HPAI

the

commercial

table

egg

layer

flocks

until

the

February

–

December

2022

time

period.

Thereafter,

there were

no HPAI

cases affecting

commercial

layers until

November

2023. In

calendar year

2024,

40.2 million

commercial

layer

hens

and

pullets

were

depopulated

due

HPAI,

and

calendar

year

2025,

additional

42.4

million

Index

commercial layer

hens and

pullets were depopulated

due to HPAI

as of

September 30,

2025. The

United States

Department of

Agriculture

(the

“USDA”)

reported

that

the

estimated

table-egg

layer

flock

August

2025

was

approximately

296.9

million, compared to

301.9 million, 314.2 million,

308.7 million and

321.5 million as of

August 1, 2024, 2023,

2022 and 2021,

respectively.

HPAI

is currently widespread in the wild

bird population worldwide. Further,

according to the U.S. Centers for Disease Control

and

Prevention

(“CDC”),

September

18,

2025,

there

were

outbreaks

1,080

herds

dairy

cows

states,

and

human cases

in the

U.S., almost

entirely among

poultry and

dairy workers.

In 2024,

one of

the human

cases resulted

in severe

illness

after

the

patient

was

exposed

sick

and

dead

birds

backyard

flocks.

The

patient,

who

was

reported

have

underlying health

conditions, died

in January

2025. There

have been

no reported

cases of

person-to-person

spread. According

the

CDC,

the

human

health

risk

the

U.S.

public

from

the

HPAI

virus

considered

low.

remain

dedicated

robust

biosecurity

programs

across

our

locations

and

have

invested

than

$80

million

biosecurity

technology,

equipment,

supplies,

procedures,

and

training

across

our

locations since

the

last major

HPAI

outbreak

in 2015.

However,

farm is

immune from

HPAI.

For example,

during the

third and

fourth quarters

of fiscal

2024, we

experienced HPAI

outbreaks

within

our

facilities

located

Kansas

and

Texas,

which

are

now

fully

operational.

The

extent

possible

future

outbreaks

among U.S. commercial

egg layer flocks,

with heightened risk during

migration seasons, cannot

be predicted. According

to the

USDA, HPAI

cannot be transmitted

through safely handled

and properly cooked

eggs. There is

no known risk

related to HPAI

associated with

eggs that

are currently

in the

market and

no eggs

have been

recalled. For

additional information,

see the

2025

Annual

Report,

Part

Item

“Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations

–

HPAI.”

have taken

proactive steps

to help

mitigate the

tight egg

supply situation

across the

country.

Our efforts

resulted in

a 10%

increase

in our

average number

of layer

hens (reflecting

re-start of

prior year

facility outages

and both

organic

and inorganic

expansion)

and

77%

increase

our

total

chicks

hatched

during

the

first

quarter

fiscal

2026

compared

the

prior-year

quarter.

Our breeder flocks increased

46% as of the

end of the first

quarter of fiscal

2026 compared to

the end of

the prior-year

quarter.

also continue

to invest

in expansion

projects within

our current

operations that

are expected

to add

approximately

1.1 million cage-free layer hens and 250,000 pullets by the end of calendar

2025.

CAGE-FREE EGGS

Ten

states

have

passed

legislation

regulations

mandating

minimum

space

cage-free

requirements

for

egg

production

mandated

the

sale

only

cage-free

eggs

and

egg

products

their

states,

with

implementation

these

laws

ranging

from

January

2022

January

2030.

These

states

represent

approximately

27%

the

U.S.

total

population

according

the 2020

U.S.

Census.

California,

Massachusetts,

Colorado,

Michigan,

Oregon,

Washington,

and

Nevada,

which

collectively

represent

approximately 23% of the total estimated U.S. population,

have cage-free legislation currently in effect.

A significant number of

our customers have announced

goals to either exclusively offer

cage-free eggs or significantly

increase

the

volume

cage-free

egg

sales

the

future,

subject

most

cases

availability

supply,

affordability

and

consumer

demand,

among

other

contingencies.

Our

customers

typically

not

commit

long-term

purchases

specific

quantities or

types

eggs

with

us,

and

result,

difficult

accurately

predict

customer

requirements

for

cage-free

eggs.

are

focused

adjusting

our

cage-free

production

capacity

with

goal

meeting

the

future

needs

our

customers

light

changing state requirements

and our

customers’ goals.

As always, we

strive to offer

a product

mix that aligns

with current

and

anticipated

customer

purchase

decisions.

are

engaging

with

our

customers

help

them

meet

their

announced

goals

and

needs. We

have invested significant capital

in recent years to acquire

and construct cage-free facilities, and

we expect our focus

for future

expansion will

continue to

include cage-free

facilities. Our

volume of

cage-free egg

sales has

continued to

increase

and

account for

a larger

share of

our product

mix. Cage-free

egg

revenue represented

approximately

27.3% of

our total

shell

egg revenue for the

first quarter of fiscal year

2026. At the same time,

we understand the importance

of our continued ability to

provide

conventional

eggs

order

provide

our

customers

with

variety

egg

choices

and

address

hunger

our

communities.

For

additional

information,

see

the

2025

Annual

Report,

Part

Item

“Business

–

Specialty

Eggs,”

“Business

–

Growth

Strategy” and

“Business –

Government

Regulation,” and

the first

risk factor

in Part

I Item

1A, “Risk

Factors” under

the sub-

heading “Legal and Regulatory Risk Factors.”

ACQUISITIONS

Effective

June

2025,

the

Company

acquired

Echo

Lake

Foods,

LLC

(formerly

Echo Lake

Foods,

Inc.)

and

certain

companies

(collectively

“Echo

Lake

Foods”).

Echo

Lake

Foods

based

Burlington,

Wisconsin

and

produces,

packages,

markets and

distributes prepared

foods, including

waffles, pancakes,

scrambled eggs,

frozen cooked

omelets, egg

patties, toast

and

diced

eggs.

The

acquisition

contributed

$70.5

million

prepared

foods

revenue

and

increased

cost

sales

$51.7

Index

million

for

the

first

quarter

fiscal

2026.

Integration

efforts

are

ongoing,

with

synergies

expected

realized

from

egg

purchasing and other operational

efficiencies. The acquisition

has expanded our prepared foods

product line and customer base.

See further

discussion

Note 2 – Acquisition

of the

Notes to

Condensed

Consolidated Financial

Statements included

in this

Quarterly Report.

During the

third quarter

of fiscal

2025, we

acquired certain

assets of

Deal-Rite Foods,

Inc. and

certain of

its affiliates

(“Deal-

Rite”). The assets acquired

included two feed mills,

storage facilities, usable grain,

vehicles, related equipment

and a retail feed

sales business

located in

North Carolina.

The acquired

assets will

produce and

deliver feed

to our

nearby shell

egg production

operations.

During

the

second

quarter

fiscal

2025,

completed

strategic

investment

with

Crepini

LLC,

establishing

new

egg

products and

prepared foods

venture. Crepini

LLC, founded

in 2007, grew

its brand

throughout the

U.S. and

Mexico featuring

egg

wraps,

protein

pancakes,

crepes,

and

wrap-ups,

which

are

sold

online

and

over

3,500

retail

stores.

The

new

entity,

located

Hopewell

Junction,

New

York,

operates

Crepini

Foods

LLC

(“Crepini”).

capitalized

Crepini

with

approximately

$6.75 million

in cash

to purchase

additional equipment

and other

assets and

fund working

capital in

exchange

for a 51% interest in the new venture. Crepini LLC contributed

its existing assets and business in exchange for a 49% interest

the new venture.

fiscal

2022,

announced

strategic

investment

new

entity,

MeadowCreek

Food,

LLC

(“MeadowCreek”),

which

became a majority-owned subsidiary of the Company.

During the fourth quarter of fiscal 2023, MeadowCreek

began operations

with

focus

being

leading

provider

hard-cooked

eggs.

During

the

second

quarter

fiscal

2025,

acquired

the

remaining ownership interests in MeadowCreek and it became a wholly-owned

subsidiary of the Company.

During the

first quarter

of fiscal

2025,

we acquired

substantially all

the commercial

shell egg

production,

processing and

egg

products

breaking

assets

ISE

America,

Inc.

and

certain

its

affiliates

(“ISE”).

The

assets

acquired

included

commercial

shell

egg

production

and

processing

facilities

with

capacity

the

time

acquisition

approximately

4.7

million

laying

hens, including

1.0 million cage-free,

and 1.2 million

pullets, feed mills,

approximately 4,000

acres of land,

inventories and an

egg products breaking facility.

The acquired assets also include an extensive customer

distribution network across the Northeast

and Mid-Atlantic

states, and

production operations

in Maryland,

New Jersey,

Delaware and

South Carolina.

These production

assets

are

our

first

Maryland,

New

Jersey

and

Delaware.

believe

this

acquisition

provides

with

opportunity

significantly enhance our market reach in the Northeast and Mid-Atlantic states.

EXECUTIVE OVERVIEW

For

the

first

quarter

fiscal

2026,

recorded

gross

profit

$311.3

million,

compared

$247.2

million

for

the

same

period

of fiscal

2025,

primarily driven

by an

increase

in the

net average

selling price

of shell

eggs,

particularly

conventional

eggs, and

higher specialty

egg volumes, as

well as lower

feed ingredient

prices and

the acquisition of

Echo Lake Foods

during

fiscal 2026.

Our

net

average

selling

price

per

dozen

for

the

first

quarter

fiscal

2026

was

$2.486

compared

$2.392

the

prior-year

period.

Average

conventional

egg

prices

per

dozen

were

$2.539

compared

$2.424

for

the

prior-year

period,

and

average

specialty egg

prices per

dozen were $2.396

compared to

$2.335 for the

prior-year period.

Although lower

than recent quarters,

egg prices in the first quarter of fiscal 2026

were higher compared to the prior-year period primarily due to

the decreased supply

the

industry

continues

recover

from

the

HPAI

outbreaks

late

calendar

year

2024

and

early

2025.

According

the

USDA, the

monthly average

size of

the layer

hen flock

from June

2025

through August

2025

(which most

closely aligns

with

our

first

fiscal

quarter)

was

approximately

291.4

million

hens,

representing

decrease

12.1

million

layers,

4.0%,

compared

to the

same period

in the

prior year.

The daily

average price

for the

Urner Barry

southeast large

index for

the first

quarter

fiscal

2026

increased

0.6%

and

the

USDA

daily

average

price

for

large

shell

eggs

increased

0.1%

from

the

comparable period in the prior

year. For

more information about historical

shell egg prices, see Part I,

Item 1. “Business – Price

for Shell Eggs” of our 2025 Annual Report.

Our dozens

sold for

the first

quarter

of fiscal

2026

increased 2.5%

compared

to the

first quarter

of fiscal

2025.

Demand was

consistent during

the first

fiscal quarter

of 2025

and 2026,

which is

typically a

period of

lower seasonal

demand. In

addition,

the first quarter of fiscal

2026 benefited from our

facilities in Kansas and Texas

being fully operational during

the quarter and a

full quarter of production capacity from the acquisition of the commercial

shell egg production and processing business of ISE.

Our

farm

production

costs per

dozen

produced

for

the

first

quarter

fiscal

2026

increased

1.7%,

$0.02

compared

the

prior

year period,

primarily

due to

higher other

farm production

costs. Other

farm

production

costs increased

8.8%

primarily

due to high

facility costs compared

to the comparable

period in the

prior year.

Feed costs per

dozen produced

decreased 4.3%,

or $0.02

in the

first quarter

of fiscal

2026,

compared to

the first

quarter of

fiscal 2025,

primarily due

to lower

feed ingredient

Index

prices. For

information about historical

corn and soybean

meal prices, see

Part I, Item

1. “Business –

Feed Costs for

Shell Egg

Production”

our

2025

Annual

Report.

Our

prepared

foods

cost

sales

increased

$55.1

million

quarter-over-quarter,

primarily due to the acquisition of Echo Lake Foods.

RESULTS OF

OPERATIONS

The following

table sets forth,

for the periods

indicated, certain

items from

our Condensed Consolidated

Statements of Income

expressed as a percentage of net sales.

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Net sales

100.0

Cost of sales

66.3

68.5

Gross profit

33.7

31.5

Selling, general and administrative

7.5

7.9

(Gain) loss on involuntary conversions

(0.8)

—

(Gain) loss on disposal of fixed assets

—

(0.2)

Operating income

27.0

23.8

Total other income, net

1.5

1.4

Income before income taxes

28.5

25.2

Income tax expense

7.0

6.2

Net income

21.5

19.0

Less: Loss attributable to noncontrolling interest

—

Net income attributable to Cal-Maine Foods, Inc.

21.5

19.0

NET SALES

Total

net sales for the

first quarter of fiscal

2026 were $922.6

million, compared to

$785.9 million for

the same period of

fiscal

2025.

Shell egg

sales represented

85.6% and

94.4% of

total net

sales for

the first

quarters

of fiscal

2026 and

2025, respectively.

The

Company’s

shell

egg

offerings,

for

both

branded

and

private-label

products,

include

specialty

and

conventional

shell

eggs.

Specialty

shell

eggs

include

cage-free,

organic,

brown,

free-range,

pasture-raised

and

nutritionally

enhanced

shell

eggs.

Conventional shell

eggs sales represent

all other shell

egg sales not

sold as specialty

shell eggs.

The Company’s

prepared food

offerings

include

items

such

pre-cooked

egg

patties,

omelets,

folded

and

scrambled

egg

formats,

hard-cooked

eggs,

pancakes, waffles, and specialty wraps. Egg product

offerings include liquid and frozen egg products. Other

sales represent feed

sales, miscellaneous byproducts and resale products.

The table below presents net sales in key categories (in thousands, except percentage

data):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

% Change

Shell Eggs

789,397

741,513

6.5

Prepared foods

83,936

8,938

839.1

Egg products

37,107

26,237

41.4

Other

12,162

9,183

32.4

Total net sales

922,602

785,871

17.4

Index

The table below presents an analysis of our shell egg sales (in thousands,

except percentage data):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Shell egg sales

Conventional

505,941

64.1

484,736

65.4

Specialty

283,456

35.9

256,777

34.6

Total shell egg sales

789,397

100.0

741,513

100.0

Dozens sold

Conventional

199,293

62.8

199,989

64.5

Specialty

118,294

37.2

109,990

35.5

Total dozens sold

317,587

100.0

309,979

100.0

Net average selling price per dozen

Conventional

2.539

2.424

Specialty

2.396

2.335

All shell eggs

2.486

2.392

Shell egg sales

First Quarter – Fiscal 2026

vs. Fiscal 2025

the

first

quarter

fiscal

2026,

conventional

egg

sales

increased

$21.2

million,

4.4%,

compared

the

first

quarter of

fiscal 2025,

primarily due

to a

4.7% increase

in the

prices for

conventional eggs,

which resulted

in a

$22.9

million increase in net sales.

Specialty egg sales increased $26.7 million, or

10.4%, in the first quarter of fiscal 2026

compared to the first quarter of

fiscal 2025, primarily

due to a 7.5%

increase in the volume

of specialty dozens

sold, which resulted

in a $19.4 million

increase in

net sales

and a

2.6% increase

in prices

for specialty

eggs, which

resulted in

a $7.2

million increase

in net

sales.

Specialty egg

sales benefited

in the

first quarter

of fiscal

2026 from

increased specialty

egg production

due primarily

our

facilities

Kansas

and

Texas

being

fully

operational

during

the

quarter

well

organic

and

inorganic

growth.

See “Executive

Overview” above for

additional discussion of

factors impacting shell

egg sales for

the first quarters

fiscal 2026 and 2025.

During

first quarter

fiscal 2026,

a higher

proportion of

our conventional

eggs were

sold on

a hybrid

pricing model

that takes

into account both our

cost of production as

well as wholesale market

prices, instead of

solely market-based pricing,

in response

customer

demand.

believe

the

hybrid

pricing

arrangement

may

help

some

customers

better

plan

and

manage

their

businesses and

reinforces our

role as

a trusted

supplier.

Although hybrid

pricing may

reduce our

profitability when

egg prices

are

high,

compared

pure

market-based

pricing,

could

enhance

our

profitability

when

egg

prices

are

low,

and

lead

reduced volatility in our financial

results. A majority of our conventional

eggs continue to be priced and

sold under frameworks

that generally utilize market-based formulas tied to independently quoted

regional wholesale market quotes.

Prepared foods sales

First Quarter – Fiscal 2026

vs. Fiscal 2025

The

acquisition

of Echo

Lake

Foods

positively

impacted

our

net sales

with

increase of

$70.5

million

in revenue,

compared to the first quarter of fiscal 2025.

Index

Egg products sales

First Quarter – Fiscal 2026 vs. Fiscal 2025

Egg products sales increased $10.9

million or 41.4%, in the first

quarter of fiscal 2026, compared

to the first quarter of

fiscal

2025,

primarily

due

37.8%

increase

the

net

average

selling

price

per

pound

sold,

resulting

$10.2

million increase in net sales.

COST OF SALES

Cost of

sales consists

costs directly

to producing,

processing

and

packing

shell eggs,

purchases

shell

eggs from

outside

sources,

processing and

packing of

prepared foods

and

egg products

and other

non-egg

costs. Farm

production

costs

are

those costs

incurred

our egg

production

facilities,

including

feed,

facility (including

labor), hen

amortization

and other

related farm production costs.

The following table presents our cost of sales (in thousands):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

Change

Cost of sales

Farm production

259,927

241,701

7.5

Processing, packaging, and warehouse - shell eggs

101,147

91,711

10.3

Egg purchases and other cost of sales

163,594

168,449

(2.9)

Prepared foods

65,214

10,115

544.7

Egg products

21,406

26,677

(19.8)

Total cost of sales

611,288

538,653

13.5

Farm production costs (per dozen produced)

Feed

0.473

0.494

(4.3)

Other

0.458

0.421

8.8

Total farm production

cost

0.931

0.915

1.7

Dozens produced

282,374

266,839

5.8

Percent produced to sold

88.9%

86.1%

3.3

First Quarter – Fiscal 2026

vs. Fiscal 2025

Feed costs decreased 4.3% in the

first quarter of fiscal 2026, compared

to the first quarter of fiscal 2025.

This decrease

was primarily

due

lower prices

for

soybean

meal,

one

of our

primary

feed

ingredients.

The

decrease

feed

cost

resulted in

a decrease

in cost

of sales

of $5.9

million for

the first

quarter of

fiscal 2026

compared to

the prior

period

quarter.

For the

first quarter

of fiscal

2026, the

average Chicago

Board of

Trade

(“CBOT”) daily

market price

was $4.23

per

bushel

for

corn

and

$281.75

per

ton

for

soybean

meal,

representing

increase

4.9%

and

decrease

17.1%,

respectively, as compared

to the average CBOT daily market prices for the first quarter of fiscal 2025.

Other

farm

production

costs

increased

primarily

due

higher

facility

costs.

particular,

facility

costs

for

labor

increased 10.8% and we had increased spending for repairs and maintenance.

Prepared

foods

costs

increased

primarily

due

the

acquisition

Echo

Lake

Foods

which

increased

cost

sales

$51.7 million compared to the first quarter of fiscal 2025.

Current indications

for corn

and soybean

project a

favorable stocks-to-use

ratio for

us near

the levels

prevailing today

for the

remainder of

fiscal 2026; however,

as long as

outside factors remain

uncertain (including

trade and

tariff negotiations,

weather

patterns and global supply chain disruptions), volatility could remain.

Index

GROSS PROFIT

Gross profit

for the thirteen

weeks ended

August 30, 2025

was $311.3

million compared

to $247.2 million

for the same

period

of 2025.

The increase

was primarily

due to

higher net

average selling

prices for

shell eggs,

particularly for

conventional eggs,

and higher specialty volumes,

as well as lower feed ingredient prices and contributions from Echo Lake Foods.

SELLING, GENERAL, AND ADMINISTRATIVE

EXPENSES

Selling,

general,

and

administrative

(“SGA”)

expenses

include

costs

delivery,

marketing,

and

other

general

and

administrative expenses.

Delivery expense includes

contract trucking

expense and

all costs to

maintain and operate

our fleet of

trucks to

deliver products

to customers

including the

related payroll

expenses. Marketing

expense includes

franchise fees

that

are

submitted

Eggland’s

Best,

Inc.

(“EB”)

support

the

brand,

brokerage

and

commission

fees,

and

other

general

marketing

expenses

such

as payroll

expenses

for

our

in-house

sales team.

Other

general

and

administrative

expenses

include

corporate payroll

related expenses

and other

general corporate

overhead costs.

The following

table presents

an analysis

of our

SGA expenses (in thousands):

Thirteen Weeks

Ended

August 30, 2025

August 31, 2024

$ Change

% Change

Delivery expense

26,043

21,064

4,979

23.6

Marketing expense

14,462

14,352

110

0.8

Other general and administrative expenses

29,009

26,516

2,493

9.4

Total

69,514

61,932

7,582

12.2

First Quarter – Fiscal 2026

vs. Fiscal 2025

Delivery

expense

increased

due

increased

sales

volumes

from

the

acquisition

Echo

Lake

Foods

well

increased

sales volumes of specialty shell eggs.

In the first quarter of

fiscal 2026, other general and

administrative expenses increased 9.4% compared

to the prior year

period primarily due to the acquisition of Echo Lake Foods.

GAIN ON INVOLUNTARY

CONVERSION

In the first quarter of fiscal

2026, we recorded a gain

of $7.5 million due to business

interruption insurance recoveries

related to

a weather-related event that occurred in fiscal 2021.

OPERATING

INCOME

For the

first quarter

of fiscal

2026,

we recorded

operating income

of $249.2

million, compared

to operating

income of

$187.0

million for the same period of fiscal 2025.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

operations,

such

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.

For the first

quarter of fiscal

2026, we earned

$13.0 million of

interest income compared

to $9.9 million

for the same period

fiscal 2025,

primarily due to higher average

cash and cash equivalents and

investment securities available-for-sale balances

and

higher yields.

The Company recorded

interest expense of

$150 thousand and

$160 thousand for

the first quarters

ended August

30, 2025 and August 31, 2024, respectively.

INCOME TAXES

For the

first quarter

of fiscal

2026, our

pre-tax income

was $263.3

million, compared

to $198.0

million for

the first

quarter of

fiscal 2025. Income tax expense of $64.2 million was recorded

for first quarter 2026 with an effective tax

rate of 24.4%. For the

first quarter 2025, income tax expense was $48.4 million with an effective

tax rate of 24.4%.

Index

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 ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

Net income

attributable to

Cal-Maine Foods,

Inc. for

the first quarter

ended August

30, 2025

was $199.3

million, or

$4.13 per

basic and $4.12

per diluted common

share, compared to

net income attributable

to Cal-Maine Foods,

Inc. of $150.0

million, or

$3.08 per basic and $3.06 per diluted common share, for the same period of

fiscal 2025.

LIQUIDITY AND CAPITAL

RESOURCES

Working

Capital and Current Ratio

Our working capital

was $1.6 billion

at August 30, 2025

compared to $1.7 billion

at May 31, 2025.

The calculation of working

capital is defined

as current assets

less current

liabilities. Our current

ratio was 6.8

at August 30,

2025 compared

to 6.4 at

May

31, 2025.

The increase

in our

current ratio

is primarily

due to

a decrease

in dividends

payables. The

current ratio

is calculated

by dividing current assets by current liabilities.

Cash Flows from Operating Activities

For

the thirteen

weeks

ended August

30, 2025,

$278.6

million

in net

cash

was provided

by operating

activities,

compared

$117.5

million

provided

operating

activities

for

the

comparable

period

fiscal

2025.

The

increase

cash

flow

from

operating

activities

resulted

primarily

from

increased

revenue

from

shell

egg

sales,

compared

the

prior-year

period,

and

increased revenue from the acquisition of Echo Lake Foods.

Cash Flows from Investing Activities

For the thirteen

weeks ended August

30, 2025,

$409.7 million

was used in

investing activities, primarily

due to the

acquisition

of Echo Lake Foods and purchases of investments,

compared

to $135.9 million used in investing activities in the same period

fiscal 2025.

Purchases of investment

securities were $270.3

million during the

thirteen weeks ended

August 30, 2025

and sales

and

maturities

investment

securities

were

$181.1

million

during

the

period.

Sales

and

maturities

investment

securities

were $202.2

million

in the

prior

year

period

while purchases

of investment

securities

were

$209.7

million

during

the period.

Cash

paid

for

business

acquisitions,

net

cash

acquired,

was

$275.3

million

the

thirteen

weeks

ended

August

30,

2025

the

Echo

Lake

Foods

acquisition,

and

$111.5

million

the

prior-year

period,

the

ISE

acquisition.

Purchases of

property,

plant and

equipment were

$45.3 million

and $35.8

million in

the first

quarter of

fiscal 2026

and 2025,

respectively, primarily

reflecting progress on our construction projects.

Cash Flows from Financing Activities

paid

dividends

$114.2

million

for

the

thirteen

weeks

ended

August

30,

2025,

compared

$37.8

million

the

same

prior-year period.

Net Change in Cash and Cash Equivalents

As of

August

30,

2025,

cash

and

cash

equivalents

decreased

$245.3

million

since

May

31,

2025,

compared

decrease

$56.2

million during

the same

period of

fiscal 2025.

The decrease

is primarily

due to

the cash

paid for

the Echo

Lake Foods

acquisition and higher dividends paid during the first quarter of fiscal 2026.

Credit Facility

November

15,

2021,

entered

into

credit

agreement

that

provides

for

senior

secured

revolving

credit

facility

(the

“Credit Facility”),

in an initial

aggregate principal

amount of up

to $250 million

with a five-year

term. As of

August 30, 2025,

amounts

were

borrowed

under

the

Credit

Facility

and

had

$4.7

million

outstanding

standby

letters

credit

issued

under our Credit Facility for the benefit of certain insurance companies.

Index

Share Repurchase Program

In February

2025, the Company’s

Board of

Directors (“Board”)

approved a $500

million share

repurchase program.

The share

repurchase program

authorizes the

Company,

in management’s

discretion, to

repurchase Common

Stock from

time to

time for

aggregate

purchase

price

$500

million

(exclusive

any

fees,

taxes,

commissions

other

expenses

such

repurchases), subject

to market

conditions and

other factors.

The actual

timing, number

and value

of shares

repurchased under

the

program

will

determined

management

its

discretion

and

will

depend

number

factors,

including,

but

not

limited to,

the market

price

of the

Common Stock

and general

market

and economic

conditions.

No shares

were repurchased

under the

repurchase

program during

the first

quarter of

fiscal 2026.

As of

the end

of the

first quarter

of fiscal

2026, we

had

remaining authorization to purchase up to $450 million under the repurchase

program.

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

one or a combination of

existing cash balances

and future

free cash

flow.

The share

repurchase program

does not

obligate the

Company to

repurchase any

specific amount

shares, does not have an expiration date, and may be suspended, modified or

discontinued at any time without prior notice.

Dividends

accordance

with

our

variable

dividend

policy,

will

pay

cash

dividend

totaling

approximately

$66.5

million,

approximately $1.370

per share,

to holders

of our

Common Stock

with respect

to our

first quarter

of fiscal

2026. The

amount

paid per

share will

vary based

on the

number of

outstanding shares

on the

record date.

The dividend

is payable

on November

13, 2025 to holders of record on October 29, 2025.

Material Cash Requirements

Material cash

requirements for

operating activities

primarily consist

of feed

ingredients, processing,

packaging and

warehouse

costs, employee related

costs, and other

general operating expenses,

which we expect

to be paid

from our cash

from operations

and cash and

investment securities on

hand for at

least the next

12 months. While

volatile egg prices

and feed ingredient

costs,

among

other

things,

make

long-term

predictions

difficult,

have

substantial

liquid

assets

and

availability

under

our

Credit

Facility to fund future operating requirements.

Our material

cash requirements

for capital

expenditures consist

primarily of

our construction

projects to increase

our cage-free

production capacity.

We continue to monitor

the increasing demand for cage-free eggs and engage

with our customers in efforts

to achieve

a smooth

transition toward

their announced

timelines for

cage-free egg

sales. The

following table

presents material

construction projects approved as of August 30, 2025 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of August

30, 2025

Remaining

Projected Cost

Feed Mills

Fiscal 2026

9,800

7,386

2,414

Prepared Foods Expansion

Fiscal 2026

14,853

Egg Products Expansion

Fiscal 2026

19,582

15,891

3,691

Cage-Free Layer & Pullet Houses

Fiscal 2026

213,107

186,976

26,131

257,342

210,253

47,089

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”

Note 1 - Summary of Significant Accounting Policies

the

Notes

Condensed

Consolidated

Financial

Statements included in this Quarterly Report.

Index

CRITICAL ACCOUNTING ESTIMATES

Critical accounting

estimates

are those

estimates

made

in accordance

with U.S.

generally

accepted

accounting

principles that

involve

significant

level

estimation

uncertainty

and

have

had

are

reasonably

likely

have

material

impact

our

financial

condition

or results

of operations.

There

have been

no changes

to our

critical accounting

estimates identified

in our

2025 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 30, 2025 from the

information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About

Market Risk in our 2025 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

the

SEC’s

rules

and

forms. Disclosure

controls

and

procedures

include,

without

limitation,

controls

and

procedures

designed

ensure

that

information

required

to be

disclosed

by us

the reports

that

file

submit under

the

Exchange

Act

accumulated

and

communicated

management,

including

our

principal

executive

and

principal

financial

officers, or

persons performing

similar functions, as

appropriate to allow

timely decisions regarding

required disclosure. Based

evaluation

our

disclosure

controls

and

procedures

conducted

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 30, 2025 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

30, 2025

that has materially affected, or is reasonably likely to materially affect,

our internal control over financial reporting.

Index

PART

II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Refer

the

discussion

certain

legal

proceedings

involving

the

Company

and/or

its

subsidiaries

(i)

our

2025

Annual

Report,

Part

Item

Legal

Proceedings,

and

Part

Item 8,

Notes

Consolidated

Financial

Statements

and

Supplementary

Data,

Note

Commitments

and

Contingencies,

and

(ii)

this

Quarterly

Report

Note 10

- Commitments and

Contingencies

the

Notes

Condensed

Consolidated

Financial

Statements,

which

discussions

are

incorporated

herein

reference.

ITEM 1A.

RISK

FACTORS

There have been no material changes in the risk factors previously disclosed in

the 2025 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

PROCEEDS

The following table is a summary of our first quarter 2026 share repurchases:

Issuer Purchases of Equity Securities

Total

Number of

Maximum Approximate

Shares Purchased

Dollar Value

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)

06/01/25 to 06/28/25

194

98.13

—

06/29/25 to 07/26/25

—

07/27/25 to 08/30/25

—

450,000,034

194

98.13

—

450,000,034

(a)

As permitted

under our

Amended and

Restated 2012

Omnibus Long-Term

Incentive Plan,

194 shares

were withheld

by us

to satisfy

tax withholding

obligations for employees in connection with the vesting of restricted

common stock.

(b)

February

2025,

the

Company

announced

$500

million

repurchase

program.

The

repurchase

program

authorizes

the

Company,

management’s discretion, to

repurchase shares of 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

such repurchases),

subject to

market conditions

and

other

factors. The

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 2026,

no director

or officer

of the

Company

adopted

terminated

any

Rule 10b5-1

trading

arrangement or

non-Rule

10b5-1

trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

Index

ITEM 6. EXHIBITS

Exhibits

No.

Description

2.1

Echo Lake Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Form 10-Q,

filed April 8, 2025)

3.1

Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to

Exhibit 4.1 in the Registrant’s Form S-3, filed April 15, 2025, Registration No. 333-286548)

3.2

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the

Registrant’s Form 8-K, filed March 27, 2025)

31.1*

Rule 13a-14(a) Certification of the Chief Executive Officer

31.2*

Rule 13a-14(a) Certification of the Chief Financial Officer

32**

Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer

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.

Index

SIGNATURES

Pursuant to

the requirements

of the Securities

Exchange Act

of 1934,

the registrant has

duly caused

this report

to be signed

its behalf by the undersigned, thereunto duly authorized.

CAL-MAINE FOODS, INC.

(Registrant)

Date:

October 1, 2025

/s/ Max P.

Bowman

Max P.

Bowman

Vice President, Chief Financial

Officer

(Principal Financial Officer)

໿

Date:

October 1, 2025

/s/ Matthew S. Glover

Matthew S. Glover

Vice President – Accounting

(Principal Accounting Officer)

໿