CAL-MAINE FOODS INC (CALM)

EXECUTIVE OVERVIEW

For

the

third

quarter and

the

first

thirty-nine

weeks of

fiscal 2026,

we recorded

a gross

profit

of $119.3

million

and $638.0

million, respectively,

compared to $716.1

million and $1.3

billion, respectively,

for the same periods

of fiscal

2025, primarily

driven by a decrease

in the net average selling price of shell eggs, particularly

conventional eggs.

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

in

the

prior-year period.

Average

conventional egg

prices per

dozen declined

70.1% to

$1.423 from

$4.766 in

the

prior-year

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

for the third quarter of fiscal

2026 decreased 2.2% compared

to the third quarter of fiscal 2025.

Wholesale shell

egg prices are

volatile, cyclical,

and impacted

by

a number

of factors,

including

consumer demand, seasonal

fluctuations, the

number and

productivity of

laying hens

in the

U.S., outbreaks

of agricultural

diseases such

as HPAI,

severe

weather patterns and

retailers go-to-market strategies and how

they manage their inventories.

We

believe the

recent decline in

Index

24

wholesale egg

prices primarily

reflects improved

egg supply,

following

disruptions

associated with

HPAI

in

the

prior

fiscal

year. Compared to

the same period last year,

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

availability

relative to

the

prior

fiscal year

period

appears to

have

reduced the

need

for

accelerated purchasing

or inventory

builds by retailers and foodservice operators. As a result, wholesale

shell egg prices have declined, while retail shell egg prices

have adjusted more gradually.

The daily

average price

for

the

Urner Barry

Southeast

Large Index

in

the

third

quarter

of fiscal

2026

fell

78.6%, while

the

USDA daily average price

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

period last year.

According to the

USDA, the monthly

average size of the

layer hen flock

from December 2025

through February 2026

(which

most

closely aligns

with

our

third

fiscal quarter)

was approximately

310.8

million

hens, an

increase

of 6.7

million

hens, or

2.2%,

compared

to

the

same

period

in

the

previous

year.

During

the

third

quarter

of

fiscal

2026,

13.2

million

hens

were

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

depopulations.

For more information about historical shell egg prices, see

Part I, Item 1. “Business – Price for Shell Eggs” of our 2025 Annual

Report.

Prepared food sales

for the

third quarter

of fiscal

2026 increased

$51.9 million,

compared to

the third

quarter of

fiscal 2025,

primarily due to our acquisition of Echo Lake

Foods in the first quarter

of fiscal 2026.

Our farm

production costs

per dozen

produced for

the

third quarter

of fiscal

2026 increased

4.4%, or

$0.04 compared to

the

prior year

period, primarily

due to

higher other

farm production

costs. Other

farm production

costs increased 9.1%

primarily

due

to

high

facility

costs

compared

to

the

comparable

period

in

the

prior

year.

Feed

costs

per

dozen

produced

remained

relatively flat

in the

third quarter of

fiscal 2026,

compared to the third

quarter of fiscal

2025. For information

about historical

corn and soybean meal prices, see Part I, Item 1. “Business – Feed Costs for Shell Egg Production” of

our 2025 Annual Report.

Our prepared foods cost of sales increased $44.8

million for the third quarter of

fiscal 2026,

compared to the prior-year period,

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

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Net sales

100.0

%

100.0

%

100.0

%

100.0

%

Cost of sales

82.1

%

49.5

%

73.0

%

58.2

%

Gross profit

17.9

%

50.5

%

27.0

%

41.8

%

Selling, general and administrative

12.5

%

5.6

%

10.0

%

7.0

%

(Gain) loss on involuntary conversions

(0.1)

%

—

%

(0.3)

%

—

%

(Gain) loss on disposal of fixed assets

0.1

%

—

%

0.1

%

—

%

Operating income

5.4

%

44.9

%

17.2

%

34.8

%

Total other income, net

3.3

%

1.9

%

2.1

%

1.6

%

Income before income

taxes

8.7

%

46.8

%

19.3

%

36.4

%

Income tax expense

1.1

%

10.9

%

4.4

%

8.7

%

Net income

7.6

%

35.9

%

14.9

%

27.7

%

Less: Income (loss) attributable to

noncontrolling interest

0.1

%

—

%

—

%

—

%

Net income attributable to Cal-Maine

Foods, Inc.

7.5

%

35.9

%

14.9

%

27.7

%

NET SALES

Total

net sales

for the

third quarter of

fiscal 2026

were $667.0

million, compared to

$1.4 billion

for the

same period

of fiscal

2025.

Index

25

Shell egg sales represented 85.8% and

94.9% of total net

sales for the third

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

as

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.

Total

net sales

for both

the thirty-nine

weeks ended

February 28,

2026 and

March 1,

2025

was $2.4

billion

and $3.2

billion,

respectively.

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

and March 1,

2025, respectively.

The table below presents net sales in key

categories (in thousands, except

percentage data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

% Change

February 28, 2026

March 1, 2025

% Change

Shell Eggs

$

572,314

$

1,345,382

(57.5)

%

$

2,011,278

$

2,990,756

(32.8)

%

Prepared foods

63,626

11,757

441.2

219,212

31,134

604.1

Egg products

18,360

49,267

(62.7)

89,998

105,716

(14.9)

Other

12,651

11,279

12.2

38,563

30,621

25.9

Total net sales

$

666,951

$

1,417,685

(53.0)

%

$

2,359,051

$

3,158,227

(25.3)

%

The table below presents an analysis of

our shell egg sales (in thousands, except

percentage data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

February 28, 2026

March 1, 2025

February 28, 2026

March 1, 2025

Shell egg sales

Conventional

$

283,173

49.5

%

$

1,016,438

75.6

%

$

1,152,979

57.3

%

$

2,118,065

70.8

%

Specialty

289,141

50.5

328,944

24.4

%

858,299

42.7

872,691

29.2

Total shell egg sales

$

572,314

100.0

%

$

1,345,382

100.0

%

$

2,011,278

100.0

%

$

2,990,756

100.0

%

Dozens sold

Conventional

199,035

61.4

%

213,247

64.3

%

600,291

62.3

%

622,833

64.1

%

Specialty

125,024

38.6

118,148

35.7

363,941

37.7

348,385

35.9

Total dozens sold

324,059

100.0

%

331,395

100.0

%

964,232

100.0

%

971,218

100.0

%

Net average selling price

per dozen

Conventional

$

1.423

$

4.766

$

1.921

$

3.401

Specialty

$

2.313

$

2.784

$

2.358

$

2.505

All shell eggs

$

1.766

$

4.060

$

2.086

$

3.079

Shell egg sales

Third Quarter – Fiscal 2026 vs. Fiscal 2025

-

In the

third quarter

of fiscal

2026, conventional

egg sales

decreased $733.3 million,

or 72.1%, compared

to the

third

quarter of

fiscal

2025,

primarily

due

to

a

70.1%

decrease in

the

prices

for

conventional

eggs,

which

resulted

in

a

$665.4 million decrease in net sales,

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

in

a $67.7 million decrease in net sales.

-

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

of

fiscal

2025,

primarily

due

to

a

16.9%

decrease in

prices

for

specialty

eggs,

which

resulted

in

a

$58.9

million

decrease in net sales,

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

in a $19.1

million increase in net sales.

Index

26

-

See “Executive Overview” above for additional discussion of factors

impacting shell egg sales for the third quarters of

fiscal 2026 and 2025.

Thirty-nine weeks – Fiscal 2026 vs.

Fiscal 2025

-

For

the

thirty-nine

weeks

ended

February

28,

2026,

conventional

egg

sales

decreased

$965.1

million,

or

45.6%,

compared to

the

same period

of fiscal

2025,

primarily

due to

a 43.5%

decrease in

the

prices

for conventional

shell

eggs,

which resulted

in

an $888.4

million

decrease in

net

sales,

and a

3.6% decrease in

the

volume

of conventional

eggs sold,

which resulted in a $76.7 million

decrease in net sales.

-

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

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

the same

period of

fiscal 2025,

primarily due to

a 5.9%

decrease in the

prices for specialty

eggs, which

resulted in a

$53.5

million

decrease in

net

sales,

partially

offset by

a 4.5%

increase in

the

volume

of

specialty eggs

sold,

which

resulted in a $39.0 million increase

in net sales.

During the first three quarters of fiscal 2026, a

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

that takes into account both our cost of production

as well as wholesale market prices,

instead of solely market-based pricing,

in

response to

customer demand.

We

believe the

hybrid pricing

arrangement may

help some

customers better

plan and

manage

their businesses

and reinforces

our role

as a

trusted

supplier as

well

as reduce

volatility in

our financial

results

compared to

historical time periods when wholesale

market prices were

volatile.

Prepared foods sales

Third Quarter – Fiscal 2026 vs. Fiscal 2025

-

In the third quarter of

fiscal 2026, prepared food

sales increased $51.9 million,

compared to the third quarter of

fiscal

2025, primarily due to

an 834.3% increase in pounds

sold which resulted in

a $49.3 million increase in net sales.

The

increase in

sales

volume

is

primarily

due to

the

acquisition

of Echo

Lake Foods,

which

was completed

in

the

first

quarter of fiscal 2026 as well as

a nine-fold increase in sales volume at

Crepini.

Thirty-nine weeks – Fiscal 2026 vs.

Fiscal 2025

-

Prepared

foods

net

sales

increased

$188.1

million,

compared

to

fiscal

2025,

primarily

due

to

the

same

reasons

discussed above.

Egg products sales

Third Quarter – Fiscal 2026 vs. Fiscal 2025

-

In the third quarter of fiscal 2026, egg

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

of fiscal 2025, primarily due to a 60.7%

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

in

net

sales,

partially

offset

by

a

3.6%

increase in

the

volume

of

egg

products sales,

resulting

in

a

$706

thousand

increase in net sales.

Thirty-nine weeks – Fiscal 2026 vs.

Fiscal 2025

-

For the thirty-nine weeks ended February

28, 2026, egg products sales decreased

$15.7 million, or 14.9%, compared to

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

[Excerpt truncated for page length; source filing is linked above.]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - HPAI

.

Given historical

consumption trends,

we believe

that general

demand for

eggs in

the U.S.

increases basically

in line

with the

overall

U.S.

population

growth;

however,

specific

events

can

impact

egg

supply

and

consumption

in

a

particular

period,

as

occurred with the

2015 HPAI outbreak, the COVID-19

pandemic (particularly during

2020), and the

most recent HPAI outbreaks

starting

in

early

2022.

For

fiscal

2025,

shell

egg

household

penetration

is

approximately

97%.

According

to

the

USDA’s

Economic Research

Service, estimated

annual per

capita consumption

in the

United States

between 2020

and 2024

varied, ranging

from 271 to 288 eggs which is directly impacted by available supply.

The USDA calculates per capita consumption by dividing

total shell egg disappearance in the U.S. by the U.S. population.

The most significant

shift in demand in

recent years has been

among specialty eggs, particularly

cage-free eggs. For additional

information, see “Specialty Eggs” below.

6

Prices for Shell Eggs

Wholesale shell egg

sales prices are

a critical component

of revenue for

the Company.

Wholesale shell egg

prices are volatile,

cyclical, and impacted by

a number of factors, including

consumer demand, seasonal fluctuations, the

number and productivity

of laying

hens in

the U.S.

and outbreaks

of agricultural

diseases such

as HPAI.

We

believe the

majority of

conventional shell

eggs sold in

the U.S.

in the retail

and foodservice

channels are sold

at prices

that take into

account, in

varying ways, independently

quoted and certified wholesale market prices,

such as those published by Urner

Barry Publications, Inc. (“UB”) or the

USDA for

shell eggs; however, grain-based or variations of cost plus arrangements are also commonly utilized.

Wholesale prices for cage-free

eggs are quoted by

independent sources such as

UB and USDA. There

is no independently quoted

wholesale

market

price

for

other

specialty

eggs

such

as

nutritionally

enhanced,

organic,

pasture-raise

and

free-range

eggs.

Specialty eggs are typically sold at prices and terms negotiated directly with customers and in the case of cage-free eggs, can be

sold at

prices that

take into

account independently

quoted markets.

Historically,

prices for

specialty eggs

have generally

been

higher due to customer and consumer willingness to pay more for specialty eggs.

The weekly average price

for the southeast region

for large white

conventional shell eggs as

quoted by UB is

shown below for

the past three fiscal years along

with the five-year average price. The

actual prices that we realize on

any given transaction will

not necessarily equal

quoted market prices

because of the

individualized terms that

we negotiate with

individual customers which

are influenced

by many

factors. As

further discussed

in

Part II. Item 7. Management’s Discussion and Analysis – Results of

Operations

, egg prices in fiscal 2023 through fiscal 2025 were significantly impacted by HPAI.

Our pricing for

shell eggs is

negotiated with our

customers on individual

terms. We 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 related

to

our

costs of

production,

such

as

grain-based

and variations

of

cost-plus arrangements,

or

hybrid models

including cost

of

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. As

a result, specialty

egg prices typically

do not fluctuate

as much as

conventional pricing. We do not

sell eggs directly

to consumers

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

7

Depending on market conditions, input costs and individualized contract terms,

the price we receive per dozen eggs in any

given

transaction may be more than or less than our production cost per dozen.

Feed Costs for Shell Egg Production

Feed is a primary

cost component in the

production of shell eggs

and represented 53.4%

of our fiscal 2025

farm production costs.

We routinely fill our

feed storage bins

during harvest season

when prices for

feed ingredients, primarily

corn and to

a lesser extent

soybean meal, are

generally lower.

To

ensure continued availability

of feed ingredients,

we may enter

into contracts for

future

purchases of

corn and

soybean meal,

and as

part of

these contracts,

we may

lock-in the

basis portion

of our

grain purchases

several months

in advance.

Basis is

the difference

between the

local cash

price for

grain and

the applicable

futures price.

The

difference can

be due

to transportation

costs, storage

costs, supply

and demand,

local conditions

and other

factors. 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

assure

supply.

Ordinarily,

we

do

not

enter

into

long-term

contracts

beyond

a

year

to

purchase corn

and soybean

meal or

hedge against

increases in

the prices

of corn

and soybean

meal. As

the quality

and composition

of feed

is a

critical factor

in the

nutritional value

of shell

eggs and

health of

our chickens,

we formulate

and produce

the vast

majority of our own feed at our feed mills located near our production plants. Our annual feed requirements for fiscal

2025 were

2.1 million tons

of finished

feed, of

which we

manufactured 1.9 million

tons. We currently

have the

capacity to

store 215

thousand

tons of corn and soybean meal, and we replenish these stores as needed throughout the year.

Our primary feed ingredients, corn and soybean meal, are commodities that are subject to volatile price changes due to 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. We purchase the vast majority of

our corn and

soybean meal from U.S sources but may be forced to purchase internationally when U.S. supplies are not readily

available. Feed

grains are currently available

from an adequate number

of sources in the

U.S. As a point

of reference, a multi-year

comparison

of the average of

daily closing prices per

Chicago Board of Trade for

each quarter in our

fiscal years 2021-2025 are

shown below

for corn and soybean meal:

8

Shell Egg Production

Our percentage of dozens produced to sold was 88.6% of our total shell eggs sold in fiscal 2025. We supplement our production

through purchases of eggs from

others when needed. The quantity

of eggs purchased will vary

based on many factors such

as our

own production capabilities and current market conditions. In fiscal 2025, 90.8% of our production came

from Company-owned

facilities, and

9.2% from

contract producers.

The majority

of our

contract production

is with

family-owned farms

for organic,

pasture-raised and free-range eggs. Under a typical arrangement with a contract producer, we own the flock, furnish all feed and

critical supplies, own

the shell eggs

produced and assume market

risks. The contract

producers own and

operate their facilities

and are paid a fee based on production with incentives for performance.

The commercial production of shell eggs requires a source of baby

chicks for laying flock replacement. We

supply the majority

of our

chicks from

our breeder

farms

and hatch

them in

our hatcheries

in a

computer-controlled environment

and obtain

the

balance from commercial sources. The

chicks are grown in our

own pullet farms and

are placed into the laying

flock once they

reach maturity.

After eggs

are produced,

they are

cleaned, graded

and packaged.

Substantially all

our farms

have modern

“in-line” facilities

which

mechanically

gather,

clean,

grade

and

package

the

eggs

at

the

location

where

they

are

laid.

The

in-line

facilities

generate

significant efficiencies

and cost savings

compared to the

cost of

eggs produced from

non-in-line facilities, which

process eggs

that

have

been

laid

at

another

location

and

transported

to the

processing facility.

The

in-line facilities

also

produce a

higher

percentage of USDA Grade A

eggs, which sell at higher

prices. Eggs produced on farms

owned by contractors are brought

to our

processing plants to

be graded and

packaged. We maintain a Safe

Quality Food (“SQF”)

Management Program which

is overseen

by our Food Safety Department and

senior management team. As of May

31, 2025, every Company-owned processing

plant was

SQF certified. Because shell

eggs are perishable, we

do not maintain large egg

inventories. Our egg inventory

averaged five days

of sales during

fiscal 2025. We

believe our constant

focus on production

efficiencies and automation

throughout our vertically

integrated operations enable us to be a low-cost supplier in our markets.

We

are

proud

to

have

created,

implemented

and

maintained

what

we

believe

is

a

leading

poultry

Animal

Welfare

Program

(“AWP”).

We

have aligned our

AWP

with regulatory,

veterinary and our

third-party certifying bodies’

guidance to govern

the

welfare of animals in

our direct care and

our contract farmers’ care.

We

continually review our program to

monitor and evolve

standards that guide how

we hatch chicks, rear pullets

and nurture breeder and layer

hens. At each stage of

our animals’ lives, we

are dedicated to providing welfare conditions aligned to our commitment to the principles of the internationally recognized

Five

Freedoms of Animal Welfare

.

We

do not

use artificial

hormones in

the production

of our

eggs. Hormone

use in

the poultry

and egg

production industry

has

been

effectively

banned in

the U.S.

since the

1950s. We

have an

extensive written

protocol that

allows the

use of

medically

important

antibiotics

only

when

animal

health

is

at

risk,

consistent

with

guidance

from

the

United

States

Food

and

Drug

Administration

(“FDA”)

and

the

Guidance

for

Judicious

Therapeutic

Use

of

Antimicrobials

in

Poultry,

developed

by

the

American Association of

Avian Pathologists. When antibiotics are

medically necessary, a licensed veterinary

doctor will approve

and

administer

approved

doses

for

a

restricted

period.

We

do

not

use

antibiotics

for

growth

promotion

or

performance

enhancement.

Specialty Eggs

We

are

one

of

the

largest

producers

and

marketers

of

value-added

specialty

shell

eggs

in

the

U.S.,

which

continues

to

be

a

significant and

growing segment

of the market.

We classify cage-free, organic,

brown, free-range,

pasture-raised and

nutritionally

enhanced as specialty eggs

for accounting and reporting

purposes. Specialty eggs are

intended to meet

the demands of consumers

sensitive to environmental, health and/or animal welfare issues and to comply with state requirements for cage-free

eggs.

Ten

states

in

the

U.S.

have

passed

legislation

or

regulations

mandating

minimum

space

or

cage-free

requirements

for

egg

production or

mandated the

sale of

only cage-free

eggs and

egg products

in their states,

with implementation

of these laws

ranging

from January 2022 to January

2030. These states represent approximately

27% of the U.S. total

population according to 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 in

effect.

Due to the national egg

shortage

caused by HPAI, Nevada temporarily suspended its cage-free egg mandate and other states are considering similar actions.

A significant

number of

our customers

previously announced

goals to

either exclusively

offer

cage-free eggs

or significantly

increase the volume

of cage-free egg

sales in the

future, subject in

most cases to

availability of supply, affordability

and consumer

demand, among other

contingencies. Our

customers typically

do not commit

to long-term purchases

of specific

quantities or types

of eggs with us, and as a result,

it is difficult to accurately predict customer requirements for

cage-free eggs. We

are focused on

9

adjusting our cage-free

production capacity with

a goal of

meeting the future

needs of our

customers in light

of changing state

requirements

and

our

customer’s

goals.

As

always,

we

strive

to

offer

a

product

mix

that

aligns

with

current

and

anticipated

customer purchase decisions. We are engaging with our customers to help them meet their announced goals and needs. We have

invested

significant

capital

in

recent

years

to

acquire

and

construct

cage-free

facilities,

and

we

expect

our

focus

for

future

expansion will continue to include 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

22.5% of our total net shell egg sales for

fiscal year

2025. At

the same

time, we

understand the

importance of

our continued

ability to

provide affordable

conventional

eggs in order to provide our customers with a variety of egg choices and to address hunger in our communities.

Branded Eggs

We are a member of the Eggland’s Best, Inc. cooperative (“EB”) and produce, market, distribute and sell

Egg-Land’s

Best®

and

Land O’

Lakes®

branded eggs under

license from EB

at our facilities

under EB guidelines.

EB hens

are fed a

proprietary diet

and offerings

include nutritionally

enhanced, cage-free,

organic, pasture-raised

and free-range

eggs.

Land O’

Lakes®

branded

eggs are produced by hens that are fed a whole-grain vegetarian diet and include brown, organic and cage-free eggs.

In 2024, EB

was the third

best-selling dairy brand

in the U.S.

The top three

best-selling branded specialty

egg SKUs in

2024 were

EB branded eggs

and seven out

of 10 best-selling

SKUs were EB

branded eggs. In

2024, our sales

(including sales from

affiliates)

represented approximately 50% of EB branded eggs and 46% of

Land O’ Lakes®

branded eggs nationwide.

Our

Farmhouse Eggs

® brand eggs are produced at

our facilities by hens that are

provided with a vegetarian diet. Our

offerings

of

Farmhouse Eggs

® include cage-free, organic

and pasture raised eggs.

We market organic, vegetarian and omega-3 eggs

under

our

4-Grain®

brand, which consists of conventional and

cage-free eggs. Our

Sunups®

and

Sunny Meadow®

brands are sold as

conventional eggs.

We also produce, market and distribute private label specialty and conventional shell eggs to several customers.

Egg Products and Prepared Foods

Our egg product

offerings include liquid

and frozen egg

products, as well

as prepared foods

such as hard-cooked

eggs, egg wraps,

protein pancakes,

crepes and

wrap-ups. Liquid

and frozen

egg products

are primarily

sold to

the institutional,

foodservice and

food manufacturing sectors in the U.S. Prepared foods are sold primarily within the retail and foodservice channels.

During March 2023, MeadowCreek Food,

LLC (“Meadowcreek”),

a majority-owned subsidiary,

began operations with a

focus

on being

a leading

provider of

hard-cooked eggs.

During second

fiscal quarter

2025, we

acquired the

remaining ownership

interest

in MeadowCreek and it became a wholly-owned subsidiary.

Effective on

September 9,

2024, we

completed a

strategic investment

with Crepini

LLC, establishing

a new

egg products

and

prepared foods venture. Crepini LLC,

founded in 2007, grew its

brand throughout the U.S.

and in Mexico featuring egg

wraps,

protein pancakes, crepes,

and wrap-ups, which

are sold online

and in over

3,500 retail stores.

The new entity, located in

Hopewell

Junction, New

York,

operates as

Crepini Foods

LLC (“Crepini”).

We

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 in the new venture.

Subsequent

to

fiscal

2025,

we

acquired

Echo

Lake

Foods

for

approximately

$258

million.

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. For

additional information regarding

our acquisition of

Echo Lake

Foods, see

Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Acquisitions

and Part II. Item 8. Notes to Consolidated Financial Statements,

Note 17 - Subsequent Events

.

10

Summary of Product Sales

The

following

table

sets

forth

the

contribution

as

a

percentage

of

revenue

and

volumes

of

dozens

sold

of

conventional

and

specialty shell eggs and egg products and prepared food sales for the following fiscal years:

2025

2024

2023

Revenue

Volume

Revenue

Volume

Revenue

Volume

Conventional Eggs

Branded

6.0

%

5.1

%

4.3

%

4.9

%

6.6

%

6.4

%

Private-label

53.8

49.7

46.8

54.4

52.9

52.6

Other

7.1

8.5

4.4

5.8

5.7

6.3

Total Conventional Eggs

66.9

%

63.3

%

55.5

%

65.1

%

65.2

%

65.3

%

Specialty Eggs

Branded

12.2

%

17.0

%

20.3

%

17.4

%

18.0

20.4

%

Private-label

14.1

17.8

18.5

16.3

11.3

12.9

Other

1.3

1.9

1.0

1.2

1.1

1.4

Total Specialty Eggs

27.6

%

36.7

%

39.8

%

34.9

%

30.4

%

34.7

%

Egg Products and Prepared Foods

4.6

%

3.8

%

3.9

%

Marketing and Distribution

In

fiscal

2025,

we

sold

our

products

in

40

states

through

the

southwestern,

southeastern,

mid-western,

mid-Atlantic

and

northeastern regions

of the

U.S. as

well as

Puerto Rico

through our

extensive distribution

network to

a diverse

group of

customers,

including national

and regional

grocery

store chains,

club stores,

companies servicing

independent supermarkets

in the

U.S.,

foodservice distributors and egg product consumers. Some of

our sales are completed through co-pack agreements –

a common

practice in the industry whereby production and processing of certain products are outsourced to another producer.

The majority of eggs sold are based on the daily or short-term needs of our customers. Most sales to established accounts are on

payment terms ranging

from seven to

30 days. Although

we have established

long-term relationships

with many

of our customers,

most of them are free to acquire shell eggs from other sources.

The shell eggs

we sell are

either delivered to

our customers’ warehouse

or retail stores,

by our own

fleet or contracted

refrigerated

delivery trucks, or are picked up by our customers at our processing facilities.

We

are a member of

the Eggland’s

Best, Inc. cooperative and

produce, market, distribute and

sell

Egg-Land’s

Best®

and

Land

O’ Lakes®

branded eggs directly

and through our

joint ventures, Specialty

Eggs, LLC and

Southwest Specialty Eggs,

LLC, under

exclusive

license

agreements

in

Alabama,

Arizona,

Florida,

Georgia,

Louisiana,

Mississippi

and

Texas,

and

in

portions

of

Arkansas, California, Kansas, Nevada,

North Carolina, Oklahoma and

South Carolina. We also have an exclusive

license in New

York City in addition to exclusivity in select

New York metropolitan areas, including areas within

New Jersey and Pennsylvania.

As discussed above under “Branded Eggs,” we also sell our own

Farmhouse Eggs

® and

4-Grain

® branded eggs.

Customers

Our top three

customers accounted for

an aggregate of

49.2%, 49.0% and

50.1% of our

net sales dollars

for fiscal 2025,

2024,

and 2023, respectively.

Our largest customer,

Walmart

Inc. (including Sam's Club),

accounted for 33.6%, 34.0%

and 34.2% of

net sales dollars for fiscal 2025, 2024 and 2023, respectively.

For shell

egg sales

in fiscal

2025, approximately

86% of

our revenue

related to

sales to

retail customers

and 13%

to sales

to

foodservice providers. Retail customers include primarily national and regional grocery store chains, club stores, and companies

servicing independent supermarkets in the U.S.

Foodservice customers include primarily companies that

sell food products and

related items to restaurants, healthcare and education facilities and hotels.

11

Competition

The production, processing, and distribution of shell

eggs is an intensely competitive business, which

has traditionally attracted

large numbers of producers in the U.S.

Shell egg competition is generally based on price, service and

product quality. The shell

egg

production

industry

remains

highly

fragmented.

According

to

Egg

Industry

Magazine

,

the

ten

largest

producers

owned

approximately 54% of industry table egg layer hens at calendar year-end 2024 and 2023.

Seasonality

Retail sales of shell eggs historically have been highest during the fall

and winter months and lowest during the summer months.

Prices for shell eggs fluctuate in response to seasonal demand

factors and a natural increase in egg production during the

spring

and early summer.

Historically, shell

egg prices tend to increase

with the start of the

school year and tend to

be highest prior to

holiday

periods,

particularly

Thanksgiving,

Christmas

and

Easter.

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 in

August/September and May/June, respectively. Accordingly, we generally

expect our need

for working capital

to be highest during those quarters.

Growth Strategy

Our growth

strategy is

centered on

both organic

growth and

growth through

acquisitions while

also diversifying

our product

portfolio.

Organic

growth

is

a

core,

ongoing

focus

area

for

us

which

is

grounded

in our

culture of

operational

excellence to

streamline workflows, reduce waste,

optimize resources and enhance

productivity. We are committed to investing in our existing

operations to strive for improved profitability by increasing sales, lowering costs and maintaining exceptional customer service.

We

have continued to grow our production

of cage-free shell eggs and other

higher value specialty eggs such as

pasture-raised,

free-range and organic shell

eggs. In addition to organic

efforts, we believe that

we can continue to expand

the market reach of

our shell egg and egg product businesses, as

well as grow our prepared foods business through

accretive acquisitions that deliver

favorable returns through our operating model emphasizing synergies and efficient operations.

Trademarks and License Agreements

We own the trademarks

Farmhouse Eggs®

,

Sunups®

,

Sunny Meadow®

and

4Grain®

. We produce and

market

Egg-Land's Best

®

and

Land O’ Lakes

® branded eggs under license agreements with

EB. We

believe these trademarks and license agreements

are

important to our business.

Government Regulation

Our facilities and operations are

subject to regulation by various federal,

state, and local agencies, including, but

not limited to,

the FDA,

USDA, Environmental

Protection Agency

(“EPA”),

Occupational Safety

and Health

Administration (“OSHA”)

and

corresponding state agencies. The applicable regulations relate to grading, quality control, labeling, sanitary control

and reuse or

disposal of waste. Our shell egg facilities are subject to

periodic USDA, FDA, EPA and OSHA inspections. Our feed production

facilities are subject to FDA, EPA

and OSHA regulation and inspections. We maintain inspection programs and in certain cases

utilize

independent

third-party

certification

bodies

to

monitor

compliance

with

regulations,

our

own

standards

and

customer

specifications. It is possible that we will be required to incur significant costs for compliance with such statutes and regulations.

In the future, additional rules could be proposed that, if adopted, could increase our costs.

A number

of states

have passed

legislation or

regulations mandating

minimum space

or cage-free

requirements for

egg production

or have

mandated the

sale of

only cage-free

eggs and

egg products in

their states.

For further

information refer

to the

heading

“Specialty Eggs” within this section.

Environmental Regulation

Our operations and facilities are subject to various federal, state, and local environmental, health and safety

laws and regulations

governing, among

other

things, the

generation, storage,

handling, use,

transportation, disposal,

and remediation

of

hazardous

materials. Under these laws and

regulations, we must obtain

permits from governmental authorities,

including, but not limited to,

wastewater discharge permits. We

have made, and will continue

to make, capital and other

expenditures relating to compliance

with existing

environmental, health

and safety

laws and

regulations and

permits. We

are not

currently aware

of any

material

capital expenditures necessary to comply with such laws and regulations; however, as environmental, health and safety laws and

regulations are becoming increasingly more stringent, including those relating to

animal wastes and wastewater discharges, it is

possible that we will have to incur significant costs for compliance with such laws and regulations in the future.

12

Human Capital Resources

As of May

31, 2025, we

had 3,828 employees, of whom 3,064 worked

in egg production,

processing, and marketing,

231 worked

in feed

mill operations

and 533, including our

executive officers, were

administrative employees. Approximately

3.8% of

our

personnel

are

part-time, and we

utilize

temporary

employment

agencies

and

independent

contractors

to

augment

our

staffing needs when

necessary.

For

fiscal

2025,

we

had

1,975

average monthly

contingent workers.

As

of

May

31,

2025,

43

employees were covered by a collective bargaining agreement. We consider our relations with employees to be good.

Culture and Values

We are proud

to be contributing corporate citizens where we live and work and to help

create healthy, prosperous communities.

Our

colleagues help

us

continue to

enhance our

community contributions,

which

are driven

by

our longstanding

culture that

strives to promote an environment that upholds integrity and respect and provides opportunities for each colleague to

realize full

potential. These commitments

are encapsulated in the

Cal-Maine Foods’

Code of Ethics and

Business Conduct

and in our

Human

Rights Statement.

Health and Safety

Our top

priority is

the health

and safety

of our

employees, who

continue to

produce high-quality,

affordable products

for our

customers and contribute

to a stable

food supply. Our enterprise safety

committee is comprised of

two corporate safety

managers,

and

seven

local

site

compliance

managers.

The

committee

that

oversees health

and

safety reviews

our

written policies

and

changes to OSHA regulation standards annually and shares information as it relates to

outcomes from incidents monthly with all

our facilities to improve future performance and our health and safety practices. The

committee’s goals include working to help

ensure that our engagements with customers and regulators evidence our strong commitment to our workers’ health and safety.

Our commitment to our colleagues’ health includes a strong commitment to on-site worker safety, including a focus on accident

prevention and life safety.

Our Safety and Health Program is designed to promote best practices that

help prevent and minimize

workplace accidents and illnesses.

The scope of our Safety

and Health Program applies to

all enterprise colleagues. Additionally,

to help

protect the

health and

well-being of

our colleagues

and people

in our

value chain,

we require

that any

contractors or

vendors

acknowledge

and

agree

to

comply

with

the

guidelines

governed

by

our

Safety

and

Health

Program.

At

each

of

our

locations, our general managers are expected to uphold and implement our Safety and Health Program in alignment with OSHA

requirements. We

believe that this

program, which is

reviewed annually by

our senior management

team, contributes to

strong

safety outcomes. As part

of our Safety and

Health Program, we conduct

multi-lingual training that

covers topics such

as slip-and-

fall avoidance, respiratory

protection, prevention of

hazardous communication of

chemicals, the proper

use of personal

protective

equipment, hearing

conservation, emergency

response, lockout

and tagout

of equipment

and forklift

safety,

among others.

We

have

also

installed dry

hydrogen

peroxide biodefense

systems

in

our

processing

facilities

to

help

protect

our

colleagues’

respiratory health.

To help drive

our focus

on colleague

safety, we developed

safety committees

at each

of our

sites with

employee

representation from each department.

We

review the

success of

our safety

programs on

a monthly

basis to

monitor their

effectiveness and

the development

of any

trends that need to be addressed.

People

Our

strength

as

a

company

comes

from

our

employees

at

all

levels

and

we

have

a

long-established

culture

that

values

each

individual’s contributions and

encourages productivity

and growth. This

culture is driven by

our Board of

Directors (the

“Board”)

and

executive

management

team.

Our

Policy

against Harassment,

Discrimination,

Unlawful

or

Unethical

Conduct

and

Retaliation; Reporting

Procedure affirms our

commitment to

supporting our

employees regardless

of race, color, religion,

sex,

national origin or any other basis protected by applicable law.

We

are

an

Equal

Opportunity

Employer

that

prohibits

any

violation

of

applicable

federal,

state,

or

local

law

regarding

employment. Discrimination

on any

basis protected

by applicable

law is

prohibited. We

maintain strong

protocols to

help our

colleagues perform

their jobs

free from

harassment and

discrimination. We are committed

to offering our

colleagues opportunities

commensurate with our operational needs and their experiences, goals and contributions.

Recruitment, Development and Retention

We

believe

in

compensating

our

colleagues

with

fair

and

competitive

wages,

in

addition

to

offering

competitive

benefits.

Approximately 79%

of

our

employees

are paid

at

hourly

rates,

which

are

all

paid

at

rates

above

the

federal

minimum wage

13

requirement. We offer our full-time eligible

employees a range

of benefits, including company-paid

life insurance. The

Company

provides

a

comprehensive

self-insured

health

plan

and

pays

approximately

76%

of

the

costs

of

the

plan

for

participating

employees and their families

as of December 31,

2024. Recent benchmarking of

our health plan indicates

comparable benefits,

at lower employee contributions, when compared to an applicable Agriculture and Food Manufacturing sector grouping, as well

as peer group data. In addition, we offer employees the opportunity

to purchase an extensive range of other group plan benefits,

such as

dental, vision,

accident, critical

illness, disability

and voluntary

life. After

six months

of employment,

full-time employees

who

meet

eligibility

requirements may

elect

to

participate

in

our

KSOP

retirement

plan,

which

offers

a

range

of

investment

alternatives and includes many positive

features, such as automatic

enrollment with scheduled automatic contribution increases

and

loan

provisions.

Regardless

of

the

employees’

elections

to

contribute

to

the

KSOP,

the

Company

contributes

shares

of

Company stock or cash equivalent at 3% of participants’ eligible compensation for each pay period that hours are worked.

We

provide

extensive

training

and

development related

to

safety,

regulatory

compliance,

and

task

training.

We

invest

in

developing our future leaders through our Management Intern, Management Trainee and informal mentoring programs.

Sustainability

We understand that climate, and the potential consequences of climate change, freshwater availability and preservation of global

biodiversity, in addition

to responsible

management of

our flocks,

are vital

to the

production of

high-quality eggs

and egg

products

and to the success of

the Company. We have engaged in

agricultural production

for more than

60 years. Our

agricultural practices

continue to evolve as we continue to

strive to meet the need for nutritious, affordable foods

to feed a growing population even as

we exercise responsible

natural resource

stewardship and

conservation. We

published our most

recent sustainability report for

our fiscal 2024 in July 2025, which is available

on our website. Information contained on our website is not a

part of this report

on Form 10-K.

Our Corporate Information

We

maintain

a

website

at

www.calmainefoods.com

where

general

information

about our

business

and

corporate

governance

matters is

available. The

information contained

in our

website is

not a

part of

this report.

Our Annual

Reports on

Form 10-K,

Quarterly Reports on Form 10-Q, Current Reports on

Form 8-K, proxy statements, and all amendments to

those reports filed or

furnished pursuant to

Section 13(a) or

15(d) of the

Exchange Act are

available, free of

charge, through

our website as

soon as

reasonably

practicable

after

we

file

them

with,

or

furnish

them

to,

the

SEC.

In

addition,

the

SEC

maintains

a

website

at

www.sec.gov

that

contains

reports,

proxy

and

information

statements,

and

other

information

regarding

issuers

that

file

electronically with the SEC. Cal-Maine Foods, Inc. is a Delaware corporation, incorporated in 1969.

ITEM 1A.