Overview We are the largest egg company in the United States (“U.S.”) and a leading player in the egg-based food industry. We strive to be the leading consumer -driven provider of nutritious, affordable, and sustainable eggs and egg-based foods that fit today's lifestyles. Our vision is to ensure that healthy, affordable eggs and egg-based food choices are accessible to every household, every day. We sell most of our products throughout much of the U.S. and aim to maintain efficient, state -of-the-art operations located close to our customers. We were founded in 1957 and are headquartered in Ridgeland, Mississippi. 5 The Company’s shell egg portfolio spans the full egg value ladder —from conventional to specialty, including cage-free, nutritionally enhanced, organic, brown, pasture -raised, and free-range eggs—serving both retail and foodservice customers nationwide. Cal -Maine Foods also participates in the growing prepared foods sector, with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard -cooked eggs, pancakes, waffles, and specialty wraps. Our branded portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s®, MeadowCreek Foods®, and Crepini®. When we use “we,” “us,” “our,” “Cal -Maine Foods,” or the “Company” in this report, we mean Cal -Maine Foods, Inc. and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires. The Company’s fiscal year -end is on the Saturday closest to May 31. Our fiscal year 2026 ended May 30, 2026, and the first three fiscal quarters of fiscal 2026 ended August 30, 2025, November 29, 2025, and February 28, 2026. All references herein to a fiscal year means our fiscal year and all references to a year mean a calendar year. Operating and Reportable Segments We previously managed our business as one operating and one reportable segment. Effective in the fourth quarter of fiscal 2026, we revised our internal reporting to change the manner in which we manage our business, which reflects a focus on managing operations based on our product categories rather than on a consolidated basis. As a result, we identified three reportable segments: Conventional Shell Eggs, Specialty Shell Eggs, and Prepared Foods. Our remaining operations , which include co-pack shell eggs, egg products, hard -cooked eggs and other business activities, are not reportable segments, as defined by the applicable accounting standard . Conventional Shell Eggs The Conventional Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distribution of shell eggs sold as conventional shell eggs, which includes our brands Sunups® and Sunny Meadow®. Specialty Shell Eggs The Specialty Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distribution of shell eggs sold as cage -free, nutritionally enhanced , organic, brown, pasture -raised and free-range eggs. This segment includes our brands Farmhouse Eggs ® and 4Grain® as well as branded products from our cooperative membership in Eggland’s Best, Inc. which includes Egg-Land’s Best® and Land O’ Lakes® branded eggs . Prepared Foods The Prepared Foods segment consists primarily of the production, packaging, marketing and distribution of prepared foods product offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, waffles and specialty wraps. This segment includes our brands Van ’s® and Crepini®. All prior fiscal year periods have been recast to reflect the new reportable segments. For additional discussion regarding the change to our new reportable segments, see Note 15 – Segment Reporting in Part II. Item 8. Notes to Consolidated Financial Statements. Growth Strategy Cal -Maine Foods’ long-term growth strategy is focused on building a diversified egg-based food platform that extends beyond conventional shell eggs and enhances the Company’s earnings profile and resilience across market cycles. The Company intends to leverage its market position, vertically integrated operations, strong balance sheet, and longstanding customer relationships to pursue opportunities that drive sustainable growth, expand margins, and diversify its revenue streams. The Company’s growth initiatives include increasing the proportion of specialty shell eggs in its sales mix, expanding its prepared foods and egg products businesses, strengthening and extending its portfolio of branded offerings, and pursuing strategic acquisitions and organic investments that complement its existing capabilities. Within its conventional shell egg business, the Company employs a balanced pricing strategy that combines market -based and structured pricing arrangements intended to participate in favorable pricing environments while enhancing earnings visibility and cash flow stability over time. The Company also continues to invest in biosecurity, productivity initiatives, and vertical integration to reinforce cost leadership and supply reliability and seeks to expand its geographic presence and customer penetration through disciplined capital allocation and investments that enhance its production, distribution, and commercial capabilities. 6 The Company currently has multiple expansion initiatives underway for its Prepared Foods segment. At Echo Lakes Foods facilities, the Company has a network optimization and capacity expansion project underway, which is expected to add 17 million pounds of annual scrambled egg production by mid-to-late-fiscal 2027, as well as a high-speed pancake line project, which is expected to add an additional 12 million pounds of annual production through early-to-mid-fiscal 2027. In addition, the Company’s joint venture, Crepini Foods, is investing in new equipment and line installations that is expected to add 18 million pounds of additional production capacity gradually over the next 12 to 18 months with expected completion by early-to-mid fiscal 2028. In total, these planned investments are expected to grow Cal -Maine’s prepared foods production capacity by more than 30 percent from mid-2027 through 2028. Management believes that the combination of conventional and specialty shell eggs, prepared foods, egg products, and branded offerings creates a more balanced and diversified business model that is better positioned to serve evolving consumer preferences and customer needs. Through these initiatives, the Company seeks to increase its normalized earnings power and create long- term value for its customers and shareholders. Acquisitions Throughout our history, we have acquired other businesses in our industry. Since 1989, we have acquired and integrated 28 businesses. Within the last two fiscal years, we have made the following significant acquisitions. Effective May 12, 2026, we acquired certain assets of the Van’s Foods (“Van ’s”) business of Sara Lee Frozen Bakery, LLC for approximately $24.8 million. The assets acquired are expected to help support our strategy to diversify our business model, grow in prepared foods business-to-retail, and deliver greater value across the supply chain. Effective March 2, 2026, we acquired the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC, including Crystal Lake LLC (“Creighton”), for approximately $129.3 million. The acquired assets include commercial shell egg production and grading with capacity of approximately 3.2 million layers, including 500 thousand cage-free layers, and 865 thousand pullets, a feed mill, and 1,007 acres of land, as well as an egg products and hard -cooked egg processing facility located near Warsaw, Indiana. The transaction expands the geographic scale of our shell egg platform while also adding nearby liquid egg capacity that we believe will strengthen our integrated value chain. Effective October 10, 2025, we acquired certain assets of Clean Egg, LLC (“Clean Egg”) based in Langwood, Texas, for approximately $23.7 million. The assets acquired included 677 thousand brown cage-free and free-range layers and pullets , and other inventory, machinery and equipment related to its contract production and egg processing business. Effective June 2, 2025, we acquired Echo Lake Foods, LLC and certain related companies (collectively “Echo Lake Foods”) for approximately $289.5 million. Echo Lake Foods is based in Burlington, Wisconsin and produces, packages, markets and distributes prepared foods, including pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes and waffles. The acquisition has expanded our prepared foods product line and customer base. Our previously announced projects to increase efficiency and expand production capacity are ongoing and expected to continue throughout mid to late fiscal 2027. 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 of fiscal 2025, 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 Mexico featuring egg wraps, protein pancakes, crepes, and wrap-ups, which are sold online and in over 3,500 retail stores. The combined 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. During the second quarter of fiscal 2025, we acquired the remaining ownership interests in MeadowCreek Foods, LLC (“MeadowCreek”) and it became a wholly-owned subsidiary of the Company. Our initial investment in MeadowCreek was in fiscal 2022. MeadowCreek began operations during the fourth quarter of fiscal 2023 with a focus on being a leading provider of hard -cooked eggs. During the first quarter of fiscal 2025, we acquired substantially all the commercial shell egg production, processing and egg products breaking assets of ISE America, Inc. and certain of its affiliates (“ISE”). The assets acquired included commercial shel l egg production and processing facilities with a capacity at the time of acquisition of approximately 4.7 million laying hens, 7 including 1.0 million cage-free, 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 were our first in Maryland, New Jersey and Delaware. This acquisition provided us with an opportunity to enhance our market reach in the Northeast and Mid-Atlantic states. For additional discussion of our acquisitions during the last two fiscal years, see Note 2 - Acquisitions in Part II. Item 8. Notes to Consolidated Financial Statements. Egg Industry Background According to the U.S. Department of Agriculture (“USDA”) Agricultural Marketing Service, in 2025 approximately 69% of table eggs produced in the U.S. were sold as shell eggs, with 55% of such shell eggs sold through food- at -home outlets such as grocery and convenience stores, 12% sold to food -away -from home channels such as restaurants and 2% exported . The USDA estimate d that in 2025 approximately 31% of eggs produced in the U.S. were sold as egg products (shell eggs broken and sold in liquid, frozen, or dried form). 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 experienced with the 2015 highly pathogenic avian influenza (“HPAI”) outbreak, the COVID-19 pandemic (particularly during 2020), and the most recent HPAI outbreaks that started in early 2022. For fiscal 2026, shell egg household penetration was approximately 97%. According to the USDA’s Economic Research Service, estimated annual per capita consumption in the U.S. between 2021 and 2025 varied, ranging from 260 to 286 eggs which was directly impacted by available supply. The USDA calculates per capita consum ption by dividing total shell egg disappearance in the U.S. by the U.S. population. The most significant shift in demand over the past decade has been among specialty shell eggs, particularly cage-free eggs. For additional information, see “Specialty Shell Eggs” below. HPAI Our industry has been greatly impacted by several outbreaks of HPAI in recent years. Following the HPAI outbreaks in 2015, there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks until February through December 2022. Thereafter, there were no HPAI cases affecting commercial layers until November 2023. Since 2023, outbreaks of HPAI have continued to occur in U.S. poultry flocks. In 2024 and 2025, 40.2 million and 45.2 million commercial layer hens and pullets were depopu lated due to HPAI, respectively. To date in 2026, through July 20, 2026, 19.2 million layer hens and pullets have been depopulated due to HPAI. On March 14, 2026, we experienced an HPAI outbreak within our pullet facility in Maryland, resulting in the depopulation of approximately 352,000 pullets. Subsequent to fiscal 2026, operations have fully resumed. HPAI is currently widespread in the wild bird population worldwide. Further, according to the U.S. Centers for Disease Contro l and Prevention (“CDC”), as of July 16, 2026, there have been outbreaks of HPAI in 1,166 herds of dairy cows in 20 states, and 71 human cases in the U.S., almost entirely among poultry and dairy workers, since the latest outbreak began. Two of the human cases resulted in severe illness after the patient was exposed to sick and dead birds in backyard flocks. Both patients were reported to have underlying health conditions and died in 2025. There have been no reported cases of person-to-person spread. According to the CDC, the human health risk to the U.S. public from the HPAI virus is considered to be low. We remain dedicated to robust biosecurity programs across our locations and have invested more than $92 million in biosecurity technology, equipment, supplies, procedures, and training across our locations since the major HPAI outbreak in 2015. However, no farm is immune from HPAI. The extent of 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 relating to HPAI. For additional information, refer to Part I. Item 1A. Risk Factors . 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 8 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 also quoted by independent sources such as UB and the USDA. There is no independently quoted wholesale market price for other specialty shell eggs such as nutritionally enhanced, organic, pasture -raise and free-range eggs. Specialty shell 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 one of the independently quoted markets. Historically, prices for specialty shell 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 by fiscal quarter for the past three fiscal years along with the average price for the past five fiscal years . The actual shell egg prices that we realize on any given transaction may not necessarily equal quoted market prices because of the individualized terms that we negotiate with individual customers , which take into account many factors. As further discussed in Part II. Item 7. Management’s Discussion and Analysis – Results of Operations , egg prices in fiscal 202 4 through fiscal 2026 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, one of the independently quoted regional wholesale market prices for shell eggs, our costs of production, such as grain-based, or hybrid models which include elements of cost of production and wholesale market prices. Almost all of our conventional shell eggs are priced and sold under market -based pricing frameworks or the hybrid models described above, split almost evenly between such frameworks. The majority of our specialty shell eggs are priced and sold under frameworks that are based on cost of production, although we do have some customers that prefer market -based pricing for cage- free eggs. As a result, specialty shell egg prices typically do not fluctuate as much as conventional shell egg prices. We do not sell eggs directly to consumers or set the prices at which eggs are sold to consumers. 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 . 9 Feed Costs for Shell Egg Production Feed is a primary cost component in the production of shell eggs. 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. We currently have the capacity to store 242 thousand tons of corn and soybean meal, and we replenish these stores as needed throughout the year. 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 2026 were 2.2 million tons of finished feed, of which we manufactured 2.1 million tons. 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 ensure 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. 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, and 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 202 2-2026 is shown below for corn and soybean meal: 10 Shell Egg Production Our percentage of dozens produced to sold was 92.1 % of our total shell eggs sold in fiscal 2026. We supplement our production through purchases of eggs from other s 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 2026, 90.0 % of our production came from Company -owned facilities, and 10.0% came 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 are facilities that process their eggs that have been laid at one location and transported to a separate processing facility. The in-line facilities also produce a higher percentage of USDA Grade A eggs, which generally sell at higher prices, compared to eggs that are either not graded or lower grade . Eggs produced on farms owned by contract producers 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 30, 2026, every Company -owned processing plant was SQF certified. Because shell eggs are perishable, we do not maintain large egg inventories. Our egg inventory average d six days of sales during fiscal 2026. 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 certain third-party certifying bodies’ guidance to govern the welfare of animals in our direct care and our contract farmers’ care. We continually review our AWP 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 U. S. 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 Shell Eggs We are one of the largest producers and marketers of specialty shell eggs in the U.S., which continues to be a significant segment of the market. Specialty shell eggs are intended to meet the demands of consumers sensitive to environmental, health and/or animal welfare issues and, as applicable, 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, representing approximately 27% of the total U.S. population according to the 2020 U.S. Census. California, Massachusetts, Colorado, Michigan, Oregon, Washington, and Nevada, which collectively represent approximately 23% of the total U.S. population, have cage-free legislation in effect. A significant number of our customers have 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’ sales initiatives and product mix are constantly changing, making it difficult to accurately predict customer requirements for cage-free eggs. We are focused on adjusting our cage -free production capacity with the goal of meeting the future needs of our customers in light of 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. We are engaging with our 11 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 to 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. At the same time, we understand the importance of our continued ability to produce more affordable conventio nal shell eggs 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 a 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 2025, EB was the third best -selling dairy brand in the U.S. By volume, the top two best-selling branded specialty shell egg SKUs in 202 5 were EB branded eggs and six out of 10 best-selling SKUs were EB branded eggs. In 2025, our sales (including sales from affiliates) represented approximately 56% of EB branded eggs and 43% of Land O’ Lakes® branded eggs nationwide. Our Farmhouse Eggs ® branded 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 4Grain® brand, which consists of conventional and cage-free eggs. Our Sunups® and Sunny Meadow® brands are sold as conventional shell eggs. We also produce, market and distribute private label specialty and conventional shell eggs to several customers. Prepared Foods Our prepared foods offerin gs include pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, waffles and specialty wraps. This segment includes our brands Van ’s® and Crepini®. We produce the vast majority of our prepared foods products at our facilities. The majority of the raw materials used in the production of our prepared foods products are commodities, agricultural -based products, including liquid egg products, as well as packaging material. Liquid egg products are sourced from outside vendors as well as internally. The majority of our raw materials are sourced from U.S. vendors and are generally available from numerous vendors. We monitor changes in price of raw materials and supply chain costs and may be required to implement material price increases or decreases in response to any significant changes in costs. Marketing and Distribution In fiscal 2026, we sold our products in 47 states 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. The majority of our shell egg and prepared foods sales 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 arrangements with many of our customers, most of them are free to acquire products from other sources. The products we sell are either delivered to our customers’ warehouse or retail stores, by our own fleet of, or contracted refrigerated delivery trucks, or are picked up by our customers at our processing facilities. We 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 ® 4Grain ®, Sunups® and Sunny Meadow® branded eggs. We also produce, market and distribute private label specialty and conventional shell eggs to several customers. Our prepared foods offerings include products sold under our brands Van’s® and Crepini® . 12 Customers Our top three customers accounted for an aggregate of 43.1%, 49.2% and 49.0% of our net sales dollars for fiscal 2026, 2025, and 2024, respectively. Our largest customer, Walmart Inc. (including Sam's Club), accounted for 30.0%, 33.6% and 34.0% of our consolidated net sales dollars for fiscal 2026, 2025 and 2024, respectively. 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 57% and 54% of industry table egg layer hens at calendar year -end 2025 and 2024, respectively . The market for prepared foods is highly competitive , and includes national and regional food manufacturers, private label producers, and foodservice suppliers. Competition is based on a variety of factors, including product quality, innovation, service, price, manufacturing capabilities, supply reliability, and customer relationships. The Company believes its vertically integrated supply chain, access to shell egg inputs, manufacturing capabilities, and broad customer relationships position it to compete effectively in these markets. 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. As a result, we have historically experienced, and may experience in the future, lower shell egg selling prices, sales volumes and shell egg sales (and have incurred, and may incur in the future, net losses) in our first and fourth fiscal quarters ending in August/September and May/June, respectively. Because of the seasonal and quarterly fluctuations, comparisons of our net sales and operating results between different quarters within a single fiscal year are not necessarily meaningful comparisons. Certain of our prepared foods exhibit modest seasonality, with demand generally softening during the summer months, particularly in school -related foodservice channels. Overall, demand remains relatively stable given the portfolio’s broad retail and foodservice applications. Trademarks and License Agreements The table below shows the trademarks that we owned or licensed pursuant to license agreements at May 30, 2026, as allocated within our reportable segments. We believe these trademarks and license agreements are important to our business. Reportable Segment Trademark Conventional Shell Eggs Sunups® and Sunny Meadow® Specialty Shell Eggs Farmhouse Eggs®, 4Grain®, Egg -Land's Best® and Land O' Lakes® Prepared Foods Van's® and Crepini® 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 shell egg production and feed mill facilities as well as our prepared foods operations are subject to FDA, USDA, EPA and OSHA regulation and inspections, as applicable. 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. Further, the marketing, labeling and advertising of our products are subject to extensive regulation under federal, state and local laws, including consumer protection laws. Changes in legal or regulatory requirements, including with respect to nutrition facts, 13 allergen disclosures, serving size standards, front -of-pack labeling, ingredient or packaging restrictions, or marketing practices, or differing or evolving enforcement priorities, may increase our compliance costs or require changes to our products, packaging or marketing practices. 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 Shell Eggs” within this section. In addition, federal antitrust laws require regulatory approval of acquisitions that exceed certain threshold levels of significance or that could otherwise harm competition, and we cannot guarantee that such approvals would be obtained. Further, current or future federal antitrust regulations may adversely affect current operations or financial condition such as required divestitures or spin-offs of certain business or assets and limitations on the types or amounts of products we could produce. For more information regarding government regulations that may affect our business, refer to Part I. Item 1A. Risk Factors . 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. Human Capital Resources As of May 30, 2026, we had 4,909 employees, of whom 4,292 worked in operations and marketing, and 617, including our executive officers, were administrative employees. Approximately 3.0% of our personnel are part -time. We also use temporary employment agencies and independent contractors to supplement our workforce when needed; for fiscal 2026, we had 1,943 average monthly contingent workers. As of May 30, 2026, 40 employees were covered by a collective bargaining agreement. We believe our employee relations are good. Our ability to operate safely, efficiently and in compliance with applicable food, workplace safety and employment regulations depends on attracting, retaining, training and developing employees across our operations, sales, marketing and administrative functions. We focus our human capital efforts on workplace health and safety, employee relations, competitive compensation and benefits, compliance training, operational training and leadership development. Health and Safety The health and safety of our employees is a priority. Our Safety and Health Program is designed to promote safe work practices, reduce workplace accidents and illnesses, and support compliance with applicable Occupational Safety and Health Administration requirements. The program applies across the Company and is supported by an enterprise safety committee and site-level safety committees with employee representation. We review our written safety policies at least annually and monitor safety performance on a monthly basis to identify trends and opportunities for improvement. We also provide multi-lingual safety and compliance training on topics relevant to our operations, including use of personal protective equipment, emergency response, equipment safety, chemical hazard communication, hearing conservation, lockout/tagout procedures, forklift safety and other job -specific safety practices. Contractors and vendors working at our facilities are expected to comply with applicable safety requirements. 14 Employee Culture and Conduct We seek to maintain a workplace culture grounded in integrity, respect, productivity and ethical conduct. Our Code of Ethics and Business Conduct , Human Rights Statement and other employee policies support our commitment to lawful and ethical conduct and to a workplace free from harassment, discrimination, unlawful conduct and retaliation. We are an Equal Opportunity Employer and prohibit discrimination on any basis protected by applicable federal, state or local law. We are committed to providing employees with opportunities consistent with our operational needs and their experience, goals and contributions. Compensation, Benefits, Training and Development We seek to attract, retain and develop employees by offering competitive wages and benefits and by providing training relevant to safety, regulatory compliance, job-specific skills and leadership development. We offer eligible full-time employees a range of health, welfare and retirement benefits, including participation in our KSOP retirement plan, under which the Company contributes shares of Company stock or a cash equivalent equal to 3% of eligible compensation for each pay period in which hours are worked. We also support employee development through safety, compliance and task -specific training, as well as our Management Intern, Management Trainee and informal mentoring programs. Sustainability We understand that responsible management of our flocks, among other things, is 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 while still exercising responsible natural resource stewardship and conservation. We will publish our sustainability impact report for our fiscal 2025 in the first quarter of fiscal 2027, which will be 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 on 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.