QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS COMMODITY PRICE RISK Our primary exposure to market risk arises from changes in the prices of conventional shell eggs, which are subject to significant price fluctuations that are largely beyond our control. We are focused on diversifying our egg-based platform that extends beyond conventional shell eggs and enhances our earnings profile and resilience across market cycles. Our exposure to market risk also includes changes in the prices of corn and soybean meal, which are commodities subject to significant price fluctuations due to market conditions that are largely beyond our control. 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 and commit to purchase organic ingredients to help assure supply. Ordinarily, we do not enter long-term contracts beyond a year to purchase corn and soybean meal or hedge against increases in the price of corn and soybean meal. The following table outlines the impact of price changes for corn and soybean meal on feed costs per dozen as feed ingredient pricing varies: Change in price per bushel of corn $ (0.84) $ (0.56) $ (0.28) $ 0.00 $ 0.28 $ 0.56 $ 0.84 Change in price per ton soybean meal $ (76.50) 0.42 0.43 0.44 0.45 0.46 0.47 0.48 $ (51.00) 0.43 0.44 0.45 0.46 0.47 0.48 0.49 $ (25.50) 0.44 0.45 0.46 0.47 0.48 0.49 0.50 $ 0.00 0.45 0.46 0.47 0.48 (a) 0.49 0.50 0.51 $ 25.50 0.46 0.47 0.48 0.49 0.50 0.51 0.52 $ 51.00 0.47 0.48 0.49 0.50 0.51 0.52 0.53 $ 76.50 0.48 0.49 0.50 0.51 0.52 0.53 0.54 (a) Based on 2026 actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production costs. 39 INTEREST RATE RISK We have a $ 250 million Credit Facility, borrowings under which would bear interest at variable rates. No amounts were outstanding under the Credit Facility during fiscal 2026 or fiscal 2025. Under our current policies, we do not use interest rate derivative instruments to manage our exposure to interest rate changes. FIXED INCOME SECURITIES RISK At May 30, 2026 , the effective maturity of our cash equivalents and investment securities available for sale was 11.3 months, and the composite credit rating of the holdings are A+ / A1 / A+ (S&P / Moody’s / Fitch). Generally speaking, rising interest rates decrease the value of fixed income securities portfolios. As of May 30, 2026, the estimated fair value of our fixed income securities portfolio was approximately $816.8 million and reflected net unrealized losses of approximately $953 thousand. For additional information see Note 1 – Summary of Significant Accounting Policies under the heading “Investment Securities Available -for-Sale” and Note 3 – Investment Securities Available -for-Sale in Part II. Item 8. Notes to the Consolidated Financial Statements. CONCENTRATION OF CREDIT RISK Our financial instruments exposed to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit risk with respect to receivables are limited due to our large number of customers and their dispersion across geographic areas, except that at May 30, 2026 and May 31, 2025 , 26.2% and 28.1%, respectively, of our net accounts receivable balance was due from Walmart Inc. (including Sam’s Club). No other single customer or customer group represented 10% or greater of net accounts receivable at May 30, 2026 and May 31, 2025. 40 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Cal -Maine Foods, Inc. and Subsidiaries Ridgeland, Mississippi Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Cal -Maine Foods, Inc. and Subsidiaries as of May 30, 2026 and May 31, 2025, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended May 30, 2026, and the related consolidated notes and schedule listed in the Index at Items 15(a)(1) and 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Cal -Maine Foods, Inc. and Subsidiaries as of May 30, 2026 and May 31, 2025, and the results of their operations and their cash flows for each of the three years in the period ended May 30, 2026, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Cal -Maine Foods, Inc. and Subsidiaries’ internal control over financial reporting as of May 30, 2026, based on the criteria established in 2013 Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 22, 2026 expressed an unqualified opinion. Basis for Opinion These consolidated financial statements are the responsibility of the entities’ management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to Cal -Maine Foods, Inc. and Subsidiaries in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the Audit Committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate. Contingent Liabilities – Litigation and Claims – Refer to Note 16 in the Consolidated Financial Statements Critical Audit Matter Description Cal -Maine Foods, Inc. and Subsidiaries record liabilities for legal proceedings and claims in those instances where they can reasonably estimate the amount of the loss and when the liability is probable. Where the reasonable estimate of the probable loss is a range, Cal -Maine Foods, Inc. and Subsidiaries record the most likely estimate of the loss, or the low end of the range if there is no one best estimate. Cal -Maine Foods, Inc. and Subsidiaries either disclose the amount of a possible loss or range of loss in excess of established accruals if estimable, or states that such an estimate cannot be made. Cal -Maine Foods, Inc. and Subsidiaries 41 disclose significant legal proceedings and claims even where liability is not probable or the amount of the liability is not estimable, or both, if Cal -Maine Foods, Inc. and Subsidiaries believe there is at least a reasonable possibility that a loss may be incurred. We identified litigation and claims as a critical audit matter because of the challenges auditing management’s judgments applied in determining the likelihood of loss related to the resolution of such claims. Specifically, auditing management’s determin at ion of whether any contingent loss arising from the related litigation and claims is probable, reasonably possible, or remote, and the related disclosures, is subjective and requires significant judgment due to the sensitivity of the issue. How the Critical Audit Matter was addressed during the Audit Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of the controls relating to the Cal -Maine Foods, Inc. and Subsidiaries’ evaluation of the liability related to legal proceedings and claims, including controls over determining the likelihood of a loss and whether the amount of loss can be reasonably estimated, as well as financial stat ement disclosures over the legal proceedings and claims. These procedures also included obtaining and evaluating the letters of audit inquiry with external legal counsel, evaluating the reasonableness of Cal -Maine Foods, Inc. and Subsidiaries’ assessment regarding whether an unfavorable outcome is reasonably possible or probable, and reasonably estimable, evaluating the sufficiency of Cal -Maine Foods, Inc. and Subsidiaries’ disclosures related to legal proceedings and claims and evaluating the completeness and accuracy of Cal -Maine Foods, Inc. and Subsidiaries’ legal contingencies. Acquisition of Echo Lake Foods, LLC – Estimated for Valuation of Acquired Intangible Assets – Refer to Note 2 in the Consolidated Financial Statements Critical Audit Matter Description Cal -Maine Foods, Inc. and Subsidiaries completed the acquisitions of Echo Lake Foods, LLC and certain related companies, effective June 2, 2025 for a total net consideration of approximately $275 million. Cal -Maine Foods, Inc. and Subsidiaries accounted for the acquisitions of Echo Lake Foods, LLC and certain related companies as a business combination, and accordingly, allocated the purchase price to the assets acquired and liabilities assumed based on their respective estimated fair values as of the date of the acquisition. Identifiable intangible assets acquired included customer relationships, trade names, brand names, contracts and non-compete agreements. The excess of the purchase consideration over the fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill. The valuation of acquired intangible assets requires significant management judgment due to the use of valuation models that incorporate unobservable inputs. In particular, the fair value estimates are sensitive to assumptions such as projected revenue, growth rates, customer attrition, discount rates, and contributory asset charges, which require significant estimation. We identified the valuation of acquired intangible assets as a critical audit matter because of the significant auditor judgment required to evaluate the reasonableness of management’s assumptions and the complexity involved in assessing the valuation meth odologies utilized. How the Critical Audit Matter was addressed during the Audit Our audit procedures related to the valuation of acquired intangible assets included the following, among others: ● Testing controls over Cal -Maine Foods, Inc. and Subsidiaries acquisition accounting process, including controls over the development and review of key assumptions used in the valuation of intangible assets ● Evaluating the valuation methodologies used by management and its third-party valuation specialists, including assessing whether the methods were appropriate and consistent with applicable valuation guidance. ● Assessing key assumptions used in the valuation models, including: o Projected revenue growth rates o Customer attrition rates o Discount rates o Contributory asset charges, by comparing them to historical performance, market data, and industry benchmarks ● Involving a fair value specialist to assist in evaluating the methodologies and significant assumptions used in the valuation models. ● Evaluating the mathematical accuracy of the valuation models and recalculating selected fair values. ● Assessing the competence, capabilities, and objectivity of management’s third-party valuation specialists. 42 /s/ Frost, PLLC We have served as the Company’s auditor since 2007. Little Rock, Arkansas July 22, 2026 43 Cal-Maine Foods, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except for par value amounts) May 30, 2026 May 31, 2025 Assets Current assets: Cash and cash equivalents $ 107,217 $ 499,392 Investment securities available -for-sale 816,840 892,708 Receivables: Trade receivables, net 136,249 244,079 Income tax receivable 107,867 13,057 Other 20,315 15,225 Total receivables, net 264,431 272,361 Inventories, net 375,265 295,670 Prepaid expenses and other current assets 17,789 7,979 Total current assets 1,581,542 1,968,110 Property, plant & equipment, net 1,318,335 1,026,684 Goodwill 97,059 46,776 Intangible assets, net 73,130 15,157 Other assets 37,504 27,892 Total assets $ 3,107,570 $ 3,084,619 Liabilities and stockholders’ equity Current liabilities: Trade accounts payable $ 96,106 $ 101,033 Dividends payable — 114,163 Accrued wages and benefits 48,371 60,263 Accrued expenses and other current liabilities 61,039 32,912 Total current liabilities 205,516 308,371 Other liabilities 39,650 55,582 Deferred income taxes 221,872 154,651 Total liabilities 467,038 518,604 Commitments and contingencies - see Note 16 — — Stockholders’ equity: Common stock ($ 0.01 par value): Common stock – authorized 120,000 shares, issued 75,061 shares in 2026 and 2025 751 751 Paid-in capital 86,106 80,845 Retained earnings 2,765,108 2,565,928 Accumulated other comprehensive loss, net of tax (1,466) (1,007) Common stock in treasury, at cost – 28,080 and 26,567 shares in 2026 and 2025, respectively (217,767) (85,893) Total Cal -Maine Foods, Inc. stockholders’ equity 2,632,732 2,560,624 Noncontrolling interest in consolidated equity 7,800 5,391 Total stockholders’ equity 2,640,532 2,566,015 Total liabilities and stockholders’ equity $ 3,107,570 $ 3,084,619 See Notes to Consolidated Financial Statements. 44 Cal-Maine Foods, Inc. and Subsidiaries Consolidated Statements of Income (in thousands, except per share amounts) Fiscal years ended May 30, 2026 May 31, 2025 June 1, 2024 52 weeks 52 weeks 52 weeks Net sales $ 2,911,632 $ 4,261,885 $ 2,326,443 Cost of sales 2,239,583 2,411,000 1,784,872 Gross profit 672,049 1,850,885 541,571 Selling, general and administrative 329,291 314,449 252,625 (Gain) loss on involuntary conversions (8,819) 156 (23,532) (Gain) loss on disposal of fixed assets 1,391 (259) 26 Operating income 350,186 1,536,539 312,452 Other income (expense): Interest income, net 46,175 48,059 31,726 Patronage dividends 11,670 11,197 11,331 Other, net 2,973 7,347 4,462 Total other income 60,818 66,603 47,519 Income before income taxes 411,004 1,603,142 359,971 Income tax expense 92,892 384,910 83,689 Net income 318,112 1,218,232 276,282 Less: Income (loss) attributable to noncontrolling interest 1,430 (1,816) (1,606) Net income attributable to Cal -Maine Foods, Inc. $ 316,682 $ 1,220,048 $ 277,888 Net income per share attributable to Cal -Maine Foods, Inc.: Basic $ 6.65 $ 25.04 $ 5.70 Diluted $ 6.63 $ 24.95 $ 5.69 Weighted average shares outstanding: Basic 47,650 48,719 48,717 Diluted 47,781 48,891 48,873 See Notes to Consolidated Financial Statements. 45 Cal-Maine Foods, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (in thousands) Fiscal years ended May 30, 2026 May 31, 2025 June 1, 2024 Net income $ 318,112 $ 1,218,232 $ 276,282 Other comprehensive income (loss), before tax: Unrealized holding gain (loss) available -for-sale securities, net of reclassification adjustments (693) 928 1,271 Decrease in accumulated post-retirement benefits obligation, net of reclassification adjustments 70 54 167 Other comprehensive income (loss), before tax (623) 982 1,438 Income tax expense (benefit) related to items of other comprehensive income (loss) (164) 216 325 Other comprehensive income (loss), net of tax (459) 766 1,113 Comprehensive income 317,653 1,218,998 277,395 Less: comprehensive income (loss) attributable to the noncontrolling interest 1,430 (1,816) (1,606) Comprehensive income attributable to Cal -Maine Foods, Inc. $ 316,223 $ 1,220,814 $ 279,001 See Notes to Consolidated Financial Statements. 46 Cal-Maine Foods, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (in thousands) Accum. Other Common Stock Comp. Shares Amount Class A Shares Class A Amount Treasury Shares Treasury Amount Paid In Capital Retained Earnings Income (loss) Noncontrolling Interest Total Balance at June 3, 2023 70,261 $ 703 4,800 $ 48 26,077 $ (30,008) $ 72,112 $ 1,571,112 $ (2,886) $ (1,498) $ 1,609,583 Stock compensation plan transactions — — — — (55) (1,589) 4,259 — — — 2,670 Dividends ($ 1.889 per share) Common — — — — — — — (83,565) — — (83,565) Class A common — — — — — — — (9,040) — — (9,040) Net income (loss) — — — — — — — 277,888 — (1,606) 276,282 Other comprehensive income, net of tax — — — — — — — — 1,113 — 1,113 Balance at June 1, 2024 70,261 703 4,800 — 48 26,022 (31,597) 76,371 1,756,395 (1,773) (3,104) 1,797,043 Stock compensation plan transactions — — — — (7) (3,900) 4,474 — — — 574 Conversion of Class A Shares 4,800 48 (4,800) (48) — — — — — — — Repurchase of Shares — — — — 552 (50,396) — — — — (50,396) Contributions to Crepini Foods LLC — — — — — — — — — 6,485 6,485 Acquisition of noncontrolling interest in MeadowCreek Foods LLC — — — — — — — (3,826) — 3,826 — Dividends ($ 8.319 per share) Common — — — — — — — (378,062) — — (378,062) Class A common — — — — — — — (28,627) — — (28,627) Net income (loss) — — — — — — — 1,220,048 — (1,816) 1,218,232 Other comprehensive income, net of tax — — — — — — — — 766 — 766 Balance at May 31, 2025 75,061 751 — — 26,567 (85,893) 80,845 2,565,928 (1,007) 5,391 2,566,015 Stock compensation plan transactions — — — — (59) (1,354) 5,261 — — — 3,907 Repurchase of Shares — — — — 1,572 (130,520) — — — — (130,520) Dividends ($ 2.458 per share) Common — — — — — — — (117,502) — — (117,502) Contributions — — — — — — — — — 979 979 Net income — — — — — — — 316,682 — 1,430 318,112 Other comprehensive loss, net of tax — — — — — — — — (459) — (459) Balance at May 30, 2026 75,061 $ 751 — $ — 28,080 $ (217,767) $ 86,106 $ 2,765,108 $ (1,466) $ 7,800 $ 2,640,532 See Notes to Consolidated Financial Statements. 47 Cal-Maine Foods, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) Fiscal year ended May 30, 2026 May 31, 2025 June 1, 2024 Cash flows from operating activities: Net income $ 318,112 $ 1,218,232 $ 276,282 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 124,342 94,021 80,241 Deferred income taxes 67,363 11,570 (9,672) Stock compensation expense 5,757 4,527 4,358 Loss on change in fair value contingent consideration — 15,000 5,500 Other operating activities, net (4,425) (15,426) (6,908) Change in operating assets and liabilities, net of effects from acquisitions: (Increase) decrease in trade receivables 139,753 (104,997) (27,570) (Increase) decrease in inventories (34,978) (12,224) 28,800 Increase (decrease) in accounts payable and current accrued expenses (8,338) 65,311 9,353 Net change in income taxes receivable and payable (94,810) (45,946) 91,567 Net changes in other operating assets and liabilities (33,023) (5,334) (553) Net cash provided by operating activities 479,753 1,224,734 451,398 Cash flows from used in investing activities: Purchases of investments (648,915) (1,213,593) (573,565) Sales of investments 745,240 907,640 358,932 Acquisition of businesses, net of cash acquired (427,794) (116,193) (53,746) Acquisition of Van's (24,776) — — Investment in unconsolidated entities — — (363) Distributions from unconsolidated entities 3,253 4,050 3,000 Purchases of property, plant and equipment (151,220) (161,255) (147,116) Net proceeds from disposal of property, plant and equipment 328 3,882 272 Net cash used in investing activities (503,884) (575,469) (412,586) Cash flows used in financing activities: Principal payments on long-term debt — (2,481) — Principal payments on finance lease — — (214) Purchase of common stock by treasury (131,124) (53,953) (1,688) Payments of dividends (231,622) (330,290) (91,856) Net cash used in financing activities (362,746) (386,724) (93,758) Increase (decrease) in cash, cash equivalents and restricted cash (386,877) 262,541 (54,946) Cash, cash equivalents and restricted cash at beginning of year 500,419 237,878 292,824 Cash, cash equivalents and restricted cash at end of year $ 113,542 $ 500,419 $ 237,878 See Notes to Consolidated Financial Statements. 48 Cal-Maine Foods, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1 - Summary of Significant Accounting Policies Nature of Operations Cal -Maine Foods, Inc. (“we,” “us,” “our,” or the “Company”) is the largest egg company in the United States (“U.S.”) and a leading player in the egg-based food industry. 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®. 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. Principles of Consolidation The consolidated financial statements include the accounts of all wholly-owned subsidiaries and of majority -owned subsidiaries over which we exercise control. All significant intercompany transactions and accounts have been eliminated in consolidation. Fiscal Year The Company’s fiscal year -end is on the Saturday closest to May 31. The fiscal years ending on May 30, 2026, May 31, 2025, June 1, 2024 each included 52 weeks. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. We maintain bank accounts that are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . The Company routinely maintains cash balances with certain financial institutions in excess of federally insured amounts. The Company has not experienced any loss in such accounts. The Company manages this risk through maintaining cash deposits and other highly liquid investments in high quality financial institutions. Investment Securities Available-for-Sale The Company has determined that its debt securities are available -for-sale investments and are classified as current because the amounts invested are available for current operations. Available -for-sale securities are carried at fair value, based on quoted market prices as of the balance sheet date, with unrealized gains and losses recorded in other comprehensive income. The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity and is recorded in interest income. The Company regularly evaluates changes to the rating of its debt securities by credit agencies and economic conditions to assess and record any expected credit losses through allowance for credit losses, limited to the amount that fair value was less than the amortized cost basis. There was no allowance for credit losses at May 30, 2026 and May 31, 2025. The cost basis for realized gains and losses on available -for-sale securities is determined by the specific identification method. Gains and losses are recognized in other income (expense) as “Other, net” in the Company’s Consolidated Statements of Income. Interest and dividends on securities classified as available -for-sale are recorded in “Interest income , net” in the Company’s Consolidated Statements of Income. 49 Trade Receivables Trade receivables are stated at their carrying values, which include a reserve for credit losses. At May 30, 2026 and May 31, 2025, reserves for credit losses were $ 719 thousand and $ 745 thousand, respectively. The Company extends credit to customers based on an evaluation of each customer ’s financial condition and credit history. Collateral is generally not required. The Company minimizes exposure to counter party credit risk through credit analysis and approvals, credit limits, and monitoring procedures. In determining our reserve for credit losses, receivables are assigned an expected loss based on historical loss information adjusted as needed for economic and other forward-looking factors. At May 30, 2026 and May 31, 2025, one customer accounted for approximately 26.2 % and 28.1 % of the Company’s trade accounts receivable, respectively. Inventories Inventories of flocks, feed, supplies, raw materials and finished goods are valued principally at the lower of cost or net realizable value. The cost of inventories is determined by either the first-in, first-out method or the weighted-average method. The cost associated with flocks, consisting principally of chicks, feed, labor, contractor payments and overhead costs, are accumulated during a growing period of approximately 22 weeks. Flock costs are amortized to cost of sales over the productive lives of the flocks, generally one to two years . As the amortization period of the flocks is relatively short, disclosure of the gross cost and accumulated amortization is omitted. Flock mortality is charged to cost of sales as incurred. Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is provided by the straight-line method over the estimated useful lives, which are 15 to 25 years for buildings and improvements and 3 to 12 years for machinery and equipment. Expenditures that significantly extend the useful life of the related assets are capitalized. Normal repairs and maintenance are expensed as incurred. When property, plant, and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Investments in Unconsolidated Entities The equity method of accounting is used when the Company can exert significant influence over an entity, but does not control its financial and operating decisions. Under the equity method, original investments are recorded at cost and adjusted by the Company’s share of undistributed earnings or losses of these entities. Equity investments without readily determinable fair values, when the Company does not have the ability to exercise significant influence over the investee, are recorded at cost, less impairment, plus or minus observable price changes. Goodwill Goodwill represents the excess of the purchase price over the fair value of the identifiable net assets acquired. Goodwill is evaluated for impairment at least annually or more frequently if impairment indicators arise by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment. Intangible Assets Intangible assets are initially recorded at fair value in business acquisitions, which include franchise rights, customer relationships, non-compete agreements, trademarks and right of use intangibles. They are amortized over their estimated useful lives of 5 to 15 years. The gross cost and accumulated amortization of intangible assets are removed when the recorded amounts are fully amortized and the asset is no longer in use or the contract has expired. When certain events or changes in operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of the carrying amounts. Indefinite life assets are recorded at fair value in business acquisitions and represent brand names and water rights. They are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. 50 Insurance Liabilities and Restricted Cash The Company uses a combination of insurance and self-insurance programs, including a wholly-owned captive insurance subsidiary (the “Captive”) to provide coverage for the potential liabilities for workers’ compensation, auto liability and general liability risks. Liabilities associated with these risks that are retained by the Company are not discounted and are estimated, in part, by considering historical claims experience, severity factors and other actuarial assumptions. These liabilities are recorded within “Accrued expenses and other current liabilities” in the Company’s Consolidated Balance Sheets and were $ 11.4 million and $ 8.0 million at May 30, 2026 and May 31, 2025, respectively. The Captive maintains certain levels of cash and cash equivalents which are restricted in use to secure the insurer’s obligations for workers’ compensation, auto liability and general liability programs. Restricted cash was $ 6.3 million and $ 1.0 million as of May 30, 2026 and May 31, 2025, respectively, and is recorded within “Prepaid expenses and other current assets ” in the Company’s Consolidated Balance Sheets. The Company also maintains medical plans covering substantially all full-time employees. Under the plan, the Company self- insures its portion of medical claims and uses stop-loss insurance to limit its portion of medical claims to $ 275,000 per occurrence. Liabilities associated with these risks are estimated in part by considering historical claims experience, medical cost trends, demographic factors, severity factors and other actuarial assumptions. The Company’s expenses including accruals for incurred but not reported claims were approximately $ 26.6 million, $ 22.8 million, and $ 23.0 million in fiscal years 2026, 2025, and 2024, respectively. The liability recorded for incurred but not reported claims was $ 4.3 million and $ 3.0 million as of May 30, 2026, and May 31, 2025, respectively and are classified within “Accrued expenses and other current liabilities” in the Company’s Consolidated Balance Sheets. 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 stockholders of its Common Stock on a quarterly basis for each quarter for which the Company reports net income attributable to Cal-Maine Foods, Inc. , computed in accordance with GAAP, in an amount equal to one-third (1/3) of such quarterly net income. Dividends are paid to stockholders of record as of the 60th day following the last day of 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 to Cal -Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the Company is profitable on a cumulative basis computed from the date of the most recent quarter for which a dividend was paid. The dividend policy is subject to periodic review by the Board. In accordance with our variable dividend policy, we will not pay a cash dividend to holders of our Common Stock with respect to our fourth quarter of fiscal 2026. Revenue Recognition The Company recognizes revenue through sale of its products to customers through retail, foodservice and other distribution channels. The majority of the Company’s revenue is derived from agreements or contracts with customers based upon the customer ordering its products with a single performance obligation of delivering the product. The Company believes the performance obligation is met upon delivery and acceptance of the product by our customers, which generally occurs upon shipment or delivery to a customer based on terms of the sale. Costs paid to third party brokers to obtain agreements are expensed as the Company’s agreements are generally less than one year. Revenues are recognized in an amount that reflects the net consideration we expect to receive in exchange for delivery of the products. The Company periodically offers sales incentives or other programs such as rebates, discounts, coupons, volume -based incentives, guaranteed sales and other programs. The Company records an estimated allowance for costs associated with these programs, which is recorded as a reduction in revenue at the time of sale using historical trends and projected redemption rates of each program. The Company regularly reviews these estimates and any difference between the estimated costs and actual realization of these programs would be recognized the subsequent period. Shipping and Distribution Costs to deliver product to customers are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income and totaled $ 108.0 million, $ 93.5 million, and $ 72.7 million in fiscal years 2026, 2025, and 2024, respectively. 51 Income Taxes Income taxes are accounted for using the liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s policy with respect to evaluating uncertain tax positions is based upon whether management believes it is more likely than not the uncertain tax positions will be sustained upon review by the taxing authorities. The tax positions must meet the more-likely-than -not recognition threshold with consideration given to the amounts and probabilities of the outcomes that could be realized upon settlement using the facts, circumstances and information at the reporting date. The Company will reflect only the portion of the tax benefit that will be sustained upon resolution of the position and applicable interest on the portion of the tax benefit not recognized. The Company initially and subsequently measures the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement with a taxing authority that has full knowledge of all relevant information. The Company records interest and penalties on uncertain tax positions as a component of income tax expense. Based upon management’s assessment, there are no uncertain tax positions expected to have a material impact on the Company’s consolidated financial statements. 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 of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill. We use various models and methods to determine the fair values of identifiable assets and liabilities, such as top-down and bottom-up approach for inventory, cost method and market approach for property, 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. Gain (Loss) on Involuntary Conversions The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires, hurricanes, tornadoes and other acts of God, and is eligible to participate in U.S. Department of Agriculture (“USDA”) indemnity and compensation programs for certain losses due to disease outbreaks such as highly pathogenic avian influenza (“HPAI”). Specifically, the Animal Health Protection Act authorizes the USDA to provide indemnity payments to producers for birds and eggs that must be destroyed during a disease response. Payments received under these programs are based on the fair market value of the poultry and/or eggs at the time that HPAI virus is detected in the flock. Other covered costs include feed, depopulation and disposal costs, and virus elimination costs. The USDA does not provide indemnity for income or production losses suffered due to downtime or other business disruptions nor for indirect continuing expenses. Recoveries received for property damage, business interruption and disease outbreaks in excess of or less than the net book value of damaged assets, including poultry, clean-up and demolition costs, and other direct post-event costs are recorded within “Gain (loss) on involuntary conversions” in the period received or committed when all contingencies associated with the recoveries are resolved. Loss Contingencies Certain conditions may exist as of the date the consolidated financial statements are issued that may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. The Company expenses the costs of litigation as they are incurred. 52 New Accounting Pronouncements and Policies In December 2023, the FASB issued 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 related to the rate reconciliation and income taxes paid. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023 -09 is effective for fiscal periods beginning after December 15, 2024. The Company has adopted ASU 2023-09 for the year ended May 30, 2026, on a prospective basis. See Note 14 - Income Taxes for additional disclosures. In 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 of ASU 2024 -03 with the issuance of ASU 2025 -01. ASU 2024 -03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statement disclosures. There are no other new accounting pronouncements issued or effective during the fiscal year that had or are expected to have a material impact on our consolidated financial statements. Note 2 – Acquisition s Acquisition of Creighton Brothers, LLC Effective on March 2, 2026 , the Company acquired the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC and including Crystal Lake LLC (“Creighton”). 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, 1,007 acres of land, as well as an egg products and hard-cooked egg processing facility located near Warsaw, Indiana. The following table summarizes the consideration paid for Creighton and the value of assets acquired and liabilities assumed recognized at the acquisition date (in thousands): Cash consideration paid $ 128,784 Recognized amounts of identifiable assets acquired and liabilities assumed Inventories $ 16,504 Prepaid expenses and other current assets 890 Property, plant & equipment 101,883 Intangible assets, net 60 119,337 Accounts payable and other current liabilities (553) Total identifiable net assets 118,784 Goodwill 10,000 $ 128,784 Inventories consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carrying value as management believes that its carrying value best approximates its fair value. Feed ingredients, packaging and egg inventory were all valued based on market prices as of March 2, 2026. 53 Property, plant and equipment were valued utilizing the cost approach and market approach. Machinery and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs of 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. Goodwill recorded in connection with the Creighton acquisition is primarily attributable to improved efficiencies from integrating the assets of Creighton with the operations of the Company. The Company recognized goodwill of $ 10.0 million as a result of the acquisition. Acquisition of Clean Egg, LLC Effective October 10, 2025 , the Company 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. The Company recognized goodwill of $ 10.2 million as a result of the acquisition. The Company accounted for the acquisition as a business combination. 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 pre-cooked egg patties, omelets, folded and scrambled egg formats, pancakes and waffles. The Company accounted for the acquisition as a business combination. 54 The Company finalized the business combination accounting during the second quarter of fiscal 2026, which resulted in immaterial measurement period adjustments. The following table summarizes the consideration paid for Echo Lake Foods and the value 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 (14,114) Total identifiable net assets 245,300 Goodwill 30,106 $ 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 is based on replacement or reproduction costs of 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 of the purchase price of the acquired business over the acquisition date fair value of the net assets acquired. Goodwill recorded in 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 $ 30.1 million as a result of the acquisition, all of which is deductible for tax purposes. The Company recorded transaction costs of $ 594 thousand in the first quarter of fiscal 2026 and $ 6.6 million in the fourth quarter of fiscal 2025, respectively, as a result of the Echo Lake Foods acquisition, within “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. Acquisition of Deal-Rite Feeds, Inc. Assets Effective February 3, 2025 , the Company acquired certain assets of Deal-Rite Feeds, Inc. and certain of its affiliates (“Deal-Rite”) for approximately $ 4.7 million. The assets acquired included two feed mills, storage facilities, usable grain, vehicles, related 55 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 facilities. The Company accounted for the acquisition as a business combination. Property, plant and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs of the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence. Goodwill recorded in connection with the Deal-Rite acquisition is primarily attributable to improved efficiencies from integrating the assets of Deal-Rite with the operations of the Company. The Company recognized goodwill of $ 1.0 million as a result of the acquisition. Acquisition of ISE America, Inc. Assets Effective June 28, 2024 , the Company acquired substantially all of the commercial shell egg production, processing and egg products breaking facilities of ISE America, Inc. and certain of its affiliates (“ISE”). The assets acquired included commercial shell egg production and processing facilities with a capacity at the time of acquisition of 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. The Company accounted for the acquisition as a business combination. The following table summarizes the consideration paid for the ISE assets and the amounts of assets acquired and liabilities assumed recognized at the acquisition date (in thousands): Cash consideration paid $ 111,521 Recognized amounts of identifiable assets acquired and liabilities assumed Inventories $ 20,547 Property, plant and equipment 90,572 Intangible assets 710 111,829 Accounts payable and other current liabilities (308) Total identifiable net assets $ 111,521 Inventories consisted primarily of flock, feed ingredients, packaging, and egg inventory. Flock inventory was valued at carrying value as management believes that its carrying value best approximates its fair value. Feed ingredients, packaging and egg inventory were all valued based on market prices as of June 28, 2024. Property, plant and equipment were valued utilizing the cost approach which is based on replacement or reproduction costs of the assets and subtracting any depreciation resulting from physical deterioration and/or functional or economic obsolescence. Intangible assets consisted primarily of customer lists acquired. Customers lists were valued using the income method approac h. Other Acquisitions and Investments Effective May 12, 2026 , the Company acquired certain assets of Van’s Foods business of Sara Lee Frozen Bakey, LLC (“Van’s”) for approximately $ 24.8 million. The assets acquired included trademarks and trade names, customer networks and inventory and will support our prepared foods segment and deliver greater value across the supply chain. The Company accounted for the acquisition as an asset acquisition. Effective September 9, 2024 , the Company completed a strategic investment with Crepini LLC, establishing a new egg products and prepared foods venture. The new entity, located in Hopewell Junction, New York, operates as Crepini Foods LLC (“Crepini”). The Company capitalized Crepini with approximately $ 6.75 million in cash to purchase additional equipment and other assets 56 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. Effective November 30, 2024 , the Company acquired the remaining 9.23 % interest in our majority-owned subsidiary, MeadowCreek Foods LLC. Note 3 - Investment Securities Available-for-Sale The following presents the Company’s investment securities available -for-sale as of May 30, 2026 and May 31, 2025 (in thousands): May 30, 2026 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 12,362 $ 4 $ — $ 12,366 Commercial paper 42,562 — 16 42,546 Corporate bonds 569,137 — 742 568,395 Certificates of deposits 3,226 — 6 3,220 US government and agency obligations 153,172 — 187 152,985 Treasury bills 37,334 — 6 37,328 Total current investment securities $ 817,793 $ 4 $ 957 $ 816,840 May 31, 2025 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Municipal bonds $ 21,695 $ 3 $ — $ 21,698 Commercial paper 90,880 — 50 90,830 Corporate bonds 431,378 130 — 431,508 Certificates of deposits 5,200 — 6 5,194 US government and agency obligations 240,655 — 260 240,395 Treasury bills 103,119 — 36 103,083 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 or without penalties. Contractual maturities of current investment securities at May 30, 2026 are as follows (in thousands): Estimated Fair Value Within one year $ 474,328 1-5 years 342,512 Total $ 816,840 Note 4 - Fair Value Measurements The Company is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value hierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be paid to settle the liability with the creditor. ● Level 1 - 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: o Quoted prices for similar assets or liabilities in active markets o Quoted prices for identical or similar assets in non-active markets o Inputs other than quoted prices that are observable for the asset or liability o Inputs derived principally from or corroborated by other observable market data 57 ● Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and are significant to the fair value of the assets or liabilities The disclosure of fair value of certain financial assets and liabilities that are recorded at cost are as follows: Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable The carrying amount approximates fair value due to the short maturity of these instruments. Assets and Liabilities Measured at Fair Value on a Recurring Basis In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and liabilities that are required to be measured at fair value on a recurring basis as of May 30, 2026 and May 31, 2025 (in thousands ): May 30, 2026 Level 1 Level 2 Level 3 Balance Investment securities available -for-sale Municipal bonds $ — $ 12,366 $ — $ 12,366 Commercial paper — 42,546 — 42,546 Corporate bonds — 568,395 — 568,395 Certificates of deposits — 3,220 — 3,220 US government and agency obligations — 152,985 — 152,985 Treasury bills — 37,328 — 37,328 Total investment securities available -for-sale measured at fair value $ — $ 816,840 $ — $ 816,840 Liabilities Contingent consideration — — 21,500 21,500 Total liabilities measured at fair value $ — $ — $ 21,500 $ 21,500 May 31, 2025 Level 1 Level 2 Level 3 Balance Investment securities available -for-sale 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 investment securities available -for-sale measured at fair value $ — $ 892,708 $ — $ 892,708 Liabilities Contingent consideration — — 21,500 21,500 Total liabilities measured at fair value $ — $ — $ 21,500 $ 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. We classified these securities as current because amounts invested are readily available for current operations. Observable inputs for these securities are yields, credit risks, default rates, and volatility. Contingent consideration classified as Level 3 consists of the potential obligation to pay an earnout to Fassio Egg Farms, Inc. (“Fassio”) contingent on the acquired business meeting certain return on profitability milestones over a three-year 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 is measured, and the probability assessments with respect to the likelihood of achieving the forecaste d projections. 58 The following table shows the beginning and ended balances in fair value for the contingent consideration: Fassio Contingent Consideration Balance, June 4, 2023 $ — Acquisition of Fassio 1,000 Fair value adjustments 5,500 Balance, June 1, 2024 6,500 Fair value adjustments 15,000 Balance, May 31, 2025 21,500 Fair value adjustments — Balance, May 30, 2026 $ 21,500 At May 30, 2026, the contingent consideration is recorded with accrued expenses and other current liabilities in the consolidated balance sheets. Adjustments to the fair value of contingent consideration are recorded within the selling, general and administrative expenses in the consolidated statements of income. Note 5 - Inventories Inventories consisted of the following (in thousands): May 30, 2026 May 31, 2025 Flocks, net of amortization $ 192,673 $ 166,507 Feed and supplies 84,769 65,192 Raw materials and finished goods inventory 97,823 63,971 $ 375,265 $ 295,670 We grow and maintain flocks of layers (mature female chickens), pullets (female chickens under 18 weeks of age), and breeders (male and female chickens used to produce fertile eggs to hatch for egg production flocks). Our total flock at May 30, 2026 and May 31, 2025, consisted of approximately 14.1 million and 11.5 million pullets and breeders and 50.0 million and 48.3 million layers, respectively. The Company expensed amortization and mortality associated with the flocks to cost of sales as follows (in thousands): May 30, 2026 May 31, 2025 June 1, 2024 Amortization $ 205,041 $ 196,248 $ 198,298 Mortality 11,170 10,619 10,640 Total flock costs charged to cost of sales $ 216,211 $ 206,867 $ 208,938 Note 6 - Property, Plant and Equipment Property, plant and equipment consisted of the following (in thousands): May 30, 2026 May 31, 2025 Land and improvements $ 176,243 $ 158,627 Buildings and improvements 835,670 722,552 Machinery and equipment 1,085,789 876,024 Construction -in-progress 207,006 148,621 2,304,708 1,905,824 Less: accumulated depreciation 986,373 879,140 $ 1,318,335 $ 1,026,684 Depreciation expense was $ 116.6 million, $ 91.1 million and $ 77.2 million in the fiscal years ended May 30, 2026, May 31, 2025, and June 1, 2024, respectively. 59 Note 7 - Investment in Unconsolidated Entities As of May 30, 2026 and May 31, 2025, the Company owned 50 % of Specialty Eggs, LLC (“Specialty Eggs”) and of Southwest Specialty Eggs, LLC (“Southwest Specialty Eggs”), which are accounted for using the equity method of accounting. Specialty Eggs owns the Egg-Land’s Best franchise for most of Georgia and South Carolina, as well as a portion of western North Carolina and eastern Alabama. Southwest Specialty Eggs owns the Egg-Land’s Best franchise for Arizona, southern California and Clark County, Nevada (including Las Vegas). Equity method investments are included in “Other assets” in the accompanying Consolidated Balance Sheets and totaled $ 5.6 million and $ 10.3 million at May 30, 2026 and May 31, 2025, respectively. Equity in income (loss) of unconsolidated entities of a $ 1.3 million loss, $ 6.2 million income, and $ 1.4 million income from these entities has been included in “Other, net” in the accompanying Consolidated Statements of Income for fiscal 2026, 2025, and 2024, respectively. The following relates to the Company’s transactions with these unconsolidated affiliates (in thousands): For the fiscal year ended May 30, 2026 May 31, 2025 June 1, 2024 Sales to unconsolidated entities $ 76,130 $ 110,106 $ 100,553 Purchases from unconsolidated entities 75,031 76,167 63,916 Distributions from unconsolidated entities 3,253 4,050 3,000 May 30, 2026 May 31, 2025 Accounts receivable from unconsolidated entities $ 5,224 $ 5,090 Accounts payable to unconsolidated entities 955 613 Note 8 - Goodwill and Other Intangible Assets Goodwill During the fourth quarter of fiscal 2026, the Company transitioned into its new reporting structure which resulted in changes to the Company’s operating segments and reporting units. The goodwill of the Company’s historical reporting units were reallocat ed to the new reporting units on a relative fair value basis as of the date of the reorganization. The Company assessed goodwill for impairment immediately before and immediately after the reorganization and concluded that there was no goodwill impairment. For more information regarding the changes to our reportable segments in the fourth quarter of fiscal 2026, refer to Note 15 – Segment Reporting . The changes in the carrying amount of goodwill were (in thousands): Consolidated Business Conventional Shell Eggs Specialty Shell Eggs Prepared Foods Total Balance June 1, 2024 $ 45,776 $ — $ — $ — $ 45,776 Additions 1,000 — — 1,000 Balance May 31, 2025 46,776 — — — 46,776 Additions 50,283 — — — 50,283 Balance March 2, 2026 97,059 — — — 97,059 Goodwill reallocation (97,059) 13,790 53,163 30,106 — Balance May 30, 2026 $ — $ 13,790 $ 53,163 $ 30,106 $ 97,059 60 Intangible Assets The carrying amounts for indefinite-lived intangibles consisted of the following (in thousands): May 30, 2026 May 31, 2025 Brand name $ 14,526 $ — Water rights 2,942 2,942 Total $ 17,468 $ 2,942 During fiscal 2026, the Company purchased the Van’s brand name as part of the asset acquisition. This intangible asset is classified as an indefinite-lived brand name. Intangible assets, net, subject to amortization, consisted of the following (in thousands): Franchise rights Customer relationships Other intangibles Total Balance June 1, 2024 $ 11,787 $ 608 $ 659 $ 13,054 Additions — 700 619 1,319 Amortization (1,596) (353) (209) (2,158) Balance May 31, 2025 10,191 955 1,069 12,215 Additions — 40,000 10,212 50,212 Amortization (1,595) (3,555) (1,615) (6,765) Balance May 30, 2026 $ 8,596 $ 37,400 $ 9,666 $ 55,662 For intangible assets subject to amortization, the gross carrying amounts and accumulated amortization are as follows (in thousands): May 30, 2026 May 31, 2025 Gross carrying Accumulated Gross carrying Accumulated amount amortization amount amortization Amortizable intangible assets: Franchise rights $ 27,979 $ (19,383) $ 29,284 $ (19,093) Customer relationships 41,700 (4,300) 1,700 (745) Other intangibles 11,981 (2,315) 1,769 (700) Total $ 81,660 $ (25,998) $ 32,753 $ (20,538) No significant residual value is estimated for these intangible assets. Aggregate amortization expense for fiscal years 2026, 2025, and 2024 totaled $ 6.8 million, $ 2.2 million and $ 2.2 million, respectively. Amortization expenses is classified in “Selling, general and administrative expenses ” in the accompanying Consolidated Statements of Income. The following table presents the total estimated amortization expense of intangible assets for the five succeeding years (in thousands): For fiscal year Estimated amortization expense 2027 $ 7,735 2028 7,665 2029 7,602 2030 7,512 2031 6,351 Thereafter 18,797 Total $ 55,662 61 Note 9 - Employee Benefit Plans KSOP The Company maintains a KSOP covering substantially all employees (the “Plan”). The Company contributes 3 % of eligible compensation, plus discretionary amounts, with contributions vesting immediately. Cash contributions to the Plan were $ 7.0 million, $ 5.5 million and $ 4.3 million in fiscal 2026, 2025, and 2024, respectively. The Plan purchases Company stock in the open market using Company contributions and dividends. Deferred Compensation and Other Postretirement Plans The Company maintains several deferred compensation and other postretirement plans for certain officers and a select group of management and highly compensated employees of the Company. The liability recorded related to these agreements was $ 6.7 million and $ 4.1 million at May 30, 2026 and May 31, 2025, respectively and is classified within “Accrued expenses and other current liabilities” and “Other liabilities” in the Company’s Consolidated Balance Sheets. The related expense for these plans was $ 1.1 million, $ 1.5 million and $ 1.2 million in fiscal 2026, 2025 and 2024, respectively. Note 10 - Credit Facility For fiscal years 2026, 2025 and 2024, interest expense was $ 556 thousand, $ 612 thousand and $ 549 thousand, respectively, primarily related to commitment fees on the Credit Facility described below. On November 15, 2021, we entered into an Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) with a five-year term, expiring November 15, 2026. The Credit Agreement provides for a senior secured revolving credit facility (the “Credit Facility” or “Revolver”) in an initial aggregate principal amount of up to $ 250 million, which includes a $ 15 million sublimit for the issuance of standby letters of credit and a $ 15 million sublimit for swingline loans. The Credit Facility also includes an accordion feature permitting, with the consent of BMO Harris Bank N.A. (the “Administrative Agent”), an increase in the Credit Facility in the aggregate up to $ 200 million by adding one or more incremental senior secured term loans or increasing one or more times the revolving commitments under the Revolver. No amounts were borrowed under the Credit Facility as of May 30, 2026 or May 31, 2025 or during fiscal 2026 or fiscal 2025. The Company had $ 5.9 million of outstanding standby letters of credit issued under the Credit Facility at May 30, 2026 . On May 26, 2023, we entered into the First Amendment (the “First Amendment”) to the Credit Agreement, which replaced the London Interbank Offered Rate interest rate benchmark with the secured overnight financing rate as administered by the Federa l Reserve Bank of New York or a successor administrator of the secured overnight financing rate (“SOFR”). The interest rate in connection with loans made under the Credit Facility is based on, at the Company’s election, either the Adjusted Term SOFR Rate plus the Applicable Margin or the Base Rate plus the Applicable Margin. The “Adjusted Term SOFR” means with respect to any tenor, the per annum rate equal to the sum of (i) Term SOFR as defined in the Credit Agreement plus (ii) 0.10 % (10 basis points); provided, if Adjusted Term SOFR determined as provided above shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor. The “Floor” means the rate per annum of interest equal to 0.00 %. The “Base Rate” means a fluctuating rate per annum equal to the highest of (a) the federal funds rate plus 0.50 % per annum, (b) the prime rate of interest established by the Administrative Agent, and (c) the Adjusted Term SOFR for a one -month tenor plus 1.00 %. The “Applicable Margin” means 0.00 % to 0.75 % per annum for Base Rate Loans and 1.00 % to 1.75 % per annum for SOFR Loans, in each case depending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. The Company will pay a commitment fee on the unused portion of the Credit Facility payable quarterly from 0.15 % to 0.25 %, in each case depending upon the Total Funded Debt to Capitalization Ratio for the Company at the quarterly pricing date. On March 25, 2025, the Company entered into the Second Amendment (the “Second Amendment”) to the Credit Agreement. Under the Credit Agreement, a Change of Control is an event of default. The Second Amendment amended the definition of Change of Control to exclude from that definition the conversion (the “Class A Conversion”) of all outstanding shares of the Company’s Class A Common Stock into Common Stock which occurred on April 14, 2025. The Credit Facility is guaranteed by substantially all the current and future wholly-owned direct and indirect domestic subsidiaries of the Company (the “Guarantors”), and is secured by a first-priority perfected security interest in substantially all of the Company’s and the Guarantors’ accounts, payment intangibles, instruments (including promissory notes), chattel paper, inventory (including farm products) and deposit accounts maintained with the Administrative Agent. The Credit Agreement contains customary covenants, including restrictions on the incurrence of liens, incurrence of additiona l debt, sales of assets and other fundamental corporate changes and investments. The Credit Agreement requires maintenance of 62 two financial covenants: (i) a maximum Total Funded Debt to Capitalization Ratio tested quarterly of no greater than 50 %; and (ii) a requirement to maintain Minimum Tangible Net Worth at all times of $ 700 Million plus 50 % of net income (if net income is positive) less permitted restricted payments for each fiscal quarter after November 27, 2021. The Credit Agreement also includes customary events of default and customary remedies upon the occurrence of an event of default, including acceleration of the amounts due under the Credit Facility and foreclosure of the collateral securing the Credit Faci lity. Further, under the terms of the Credit Agreement, payment of dividends under the Company ’s current dividend policy of one- third of the Company ’s net income, computed in accordance with GAAP, and payment of other dividends or repurchases by the Company of its capital stock is allowed, as long as after giving effect to such dividend payments or repurchases no default has occurred and is continuing and the sum of cash and cash equivalents of the Company and its subsidiaries plus availability under the Credit Facility equals at least $ 50 million. At May 30, 2026, we were in compliance with the covenant requirements of the Credit Agreement. Note 11 - Equity On April 14, 2025, all 4.8 million shares of Class A Common Stock were converted into Common Stock. Upon the conversion of the Class A Stock, the Company was no longer a controlled company under the rules of The Nasdaq Stock Market. On February 25, 2025, the 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 an aggregate purchase price up to $ 500 million (exclusive of any fees, taxes, commissions or other expenses related to such repurchases), subject to market conditions and other factors. The actual timing, number and value of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including, but not limited to, the market price of the Common Stock and general market and economic conditions. The Company repurchased 1,571,950 and 551,876 shares during fiscal 2026 and 2025, respectively, under the share repurchase program. As of May 30, 2026, the Company had remaining authorization to purchase up to $ 320.7 million under the repurchase program. Authorized preferred stock consists of 10,000,000 shares, with a par value of $ 0.01 , of which no shares were issued and outstanding as of May 30, 2026 and May 31, 2025. Note 12 - 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 converted into Common Stock on April 14, 2025. Diluted net income per share attributable to Cal-Maine Foods, Inc. is based on weighted- average Common Stock outstanding during the relevant period adjusted for the dilutive effect of share -based awards. 63 The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Cal-Maine Foods, Inc. (amounts in thousands, except per share data): May 30, 2026 May 31, 2025 June 1, 2024 Numerator Net income $ 318,112 $ 1,218,232 $ 276,282 Less: Net income (loss) attributable to noncontrolling interest 1,430 (1,816) (1,606) Net income attributable to Cal -Maine Foods, Inc. $ 316,682 $ 1,220,048 $ 277,888 Denominator Weighted-average common shares outstanding, basic 47,650 48,719 48,717 Effect of dilutive securities of restricted shares 131 172 156 Weighted-average common shares outstanding, diluted 47,781 48,891 48,873 Net income per common share attributable to Cal -Maine Foods, Inc. Basic $ 6.65 $ 25.04 $ 5.70 Diluted $ 6.63 $ 24.95 $ 5.69 Note 13 – Stock-Based Compensation The Company’s stock-based compensation plan, the Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long -Term Incentive Plan (the “LTIP Plan”), provides for the granting of equity -based awards such as restricted stock, performance stock units and stock options . Awards may be granted under the LTIP Plan to any employee, any non -employee member of the Board, and any consultant who is a natural person and provides services to us or one of our subsidiaries (except for incentive stock options, which may be granted only to our employees). As of May 30, 2026, the total number of shares available for issuance was 719,234 , and may be authorized but unissued shares or treasury shares. Common Stock issued from treasury shares under the plan was 89,867 shares, 47,700 shares and 86,803 shares for fiscal 2026, 2025 and 2024, respectively. Restricted Stock Restricted stock outstanding under the LTIP Plan vests three years from the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted stock contains no other service or performance conditions. Restricted stock is awarded in the name of the recipient and, except for the right of disposal, constitutes issued and outstanding shares of the Company’s Common Stock for all corporate purposes during the period of restriction including the right to receive dividends. Compensation expense is a fixed amount based on the grant date closing price and is amortized on a straight-line basis over the vesting period. Forfeitures are recognized as they occur. Total stock-based compensation expense related to the restricted stock was $ 5.3 million, $ 4.5 million and $ 4.4 million in fiscal 2026, 2025 and 2024, respectively. Our unrecognized compensation expense as a result of non-vested shares was $ 9.0 million at May 30, 2026 and $ 8.0 million at May 31, 2025 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.1 years. 64 A summary of our activity and related information for our restricted stock is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, June 1, 2024 277,954 $ 49.38 Granted 47,700 109.97 Vested (108,058) 41.32 Forfeited (4,879) 54.86 Outstanding, May 31, 2025 212,717 $ 66.93 Granted 89,867 76.47 Vested (88,519) 55.61 Forfeited (5,063) 83.85 Outstanding, May 30, 2026 209,002 $ 75.42 Performance-Based Long-Term Incentive Awards Effective June 1, 2025, the Company implemented a new performance -based long-term incentive award under our executive compensation program, which provides for awards of performance share units (“PSUs”) to certain key executives. Pursuant to these awards, certain officers have the opportunity to receive Common Shares after a three-year performance period contingent on (a) the executive’s continued service through the performance period, except as otherwise provided in the award agreement, and (b) the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. Depending on the level of achievement of these two measures over the performance period, the PSUs will pay out between 0 % and 150 % of the target award. Total compensation expense as a result of the performance-based program was $ 387 thousand in fiscal 2026. Our unrecognized compensation expense as a result of non-vested shares in the performance-based program was $ 779 thousand at May 30, 2026 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.0 years. A summary of our activity and related information for our performance-based awards is as follows: Number of Shares Weighted Average Grant Date Fair Value Outstanding, May 31, 2025 — $ — Granted 9,260 101.95 Outstanding, May 30, 2026 9,260 $ 101.95 65 Note 14 - Income Taxes Income Tax Provision The components of our income tax provision (benefit) were (in thousands): Fiscal year ended May 30, 2026 May 31, 2025 June 1, 2024 Current: Federal $ 29,749 $ 312,000 $ 83,721 State (4,220) 61,340 9,640 25,529 373,340 93,361 Deferred: Federal 59,739 12,703 (7,371) State 7,624 (1,133) (2,301) 67,363 11,570 (9,672) Total income tax provision $ 92,892 $ 384,910 $ 83,689 Deferred Taxes The tax effects of significant temporary differences creating deferred tax assets and liabilities were (in thousands): May 30, 2026 May 31, 2025 Deferred tax assets: Accrued expenses $ 3,985 $ 3,620 State operating loss carryforwards 2 6 Other comprehensive income 913 770 Right of use - asset 3,334 234 Other 12,969 13,239 Total deferred tax assets 21,203 17,869 Deferred tax liabilities: Property, plant and equipment $ (180,377) $ (128,789) Inventories (49,478) (35,041) Investment in affiliates (1,618) (2,205) Right of use - liability (3,358) (240) Other (8,244) (6,245) Total deferred tax liabilities (243,075) (172,520) Net deferred tax liabilities $ (221,872) $ (154,651) The company had income tax net operating loss carryforwards related to its state operations of approximately $ 96 thousand as of May 30, 2026. The loss carryforwards are not subject to expiration. On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act ("The Tax Act"), was enacted. The Tax Act extends and makes permanent several key provisions of the Tax Cuts and Jobs Act of 2017 previously set to expire as of December 31, 2025. The impacts of the Tax Act are reflected in our results for the year ended May 30, 2026, and had no material impact on our income tax expense or effective tax rate. Reconciliation of the U.S. Federal Statutory Rate to the Effective Rate The Company has elected to prospectively adopt the guidance in ASU 2023 -09, Income Taxes (Topic 740): Improvements to Income Taxes Disclosures . The following table is a reconciliation of the U.S. federal statutory tax rate to the total effective tax rates for the year ended May 30, 2026 in accordance with the guidance in ASU 2023-09 (in thousands): 66 Fiscal year end May 30, 2026 Amount Percent U.S. federal statutory tax rate $ 86,226 21.0 % State and local income taxes* 4,290 1.1 Tax credits (251) (0.1) Nontaxable or nondeductible items 2,627 0.7 Provision for income taxes $ 92,892 22.7 % *State taxes in Georgia, Florida, Mississippi, and Texas made up the majority (greater than 50%) of the tax effect in this category. The following table is a reconciliation of the U.S. federal statutory tax rate to the total effective tax rate for the years ended May 31, 2025 and June 1, 2024 in accordance with guidance prior to the adoption of ASU 2023-09 (in thousands): Fiscal year end May 31, 2025 June 1, 2024 Statutory federal income tax $ 337,042 $ 75,931 State income taxes, net 47,169 5,798 Other, net 699 1,960 $ 384,910 $ 83,689 Income Tax Payments The following table is a summary of income taxes paid (net of refunds) by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended May 30, 2026 (in thousands): Fiscal year end May 30, 2026 Federal $ 89,583 State 30,344 Income tax payments $ 119,927 We paid income taxes, net of refunds, of $ 119.9 million, $ 426.2 million, and $ 35.1 million during fiscal years 2026, 2025, and 2024, respectively. As of May 30, 2026, we had no significant unrecognized tax benefits. We accrued and paid no interest or penalties during 2026 or 2025 related to uncertain tax positions. We are subject to income tax in many jurisdictions within the U.S. We are currently not under audit by the Internal Revenue Service or by any state and local tax authorities. Tax periods for all years beginning with fiscal year 2021 remain open to examination by federal and state taxing jurisdictions to which we are subject. Note 15 – Segment Reporting The Company previously managed its business as one operating and reportable segment. Effective in the fourth quarter of 2026, the Company revised its internal reporting to change the manner in which its business is managed, which reflects a focus on managing operations based on the Company’s product categories rather than on a consolidated basis. As a result, the Company identified three reportable segments: Conventional Shell Eggs, Specialty Shell Eggs, and Prepared Foods. The Company’s remaining operations , which include co-pack shell eggs, egg products, hard -cooked eggs and other business activities, are not reportable segments, as defined by the applicable accounting standard . All prior fiscal year periods have been recast to reflect the new reportable segments . Conventional Shell Eggs The Conventional Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distribution of shell eggs sold as conventional shell eggs, which includes our brands Sunups® and Sunny Meadow®. 67 Specialty Shell Eggs The Specialty Shell Eggs segment consists primarily of the production, grading, packaging, marketing and distribution of shell eggs sold as cage -free, nutritionally enhanced, organic, brown, pasture -raised and free-range eggs. This segment includes our brands Farmhouse Eggs ® and 4Grain® as well as branded products from our membership of Eggland’s Best, Inc. cooperative which includes Egg-Land’s Best® and Land O’ Lakes®. Prepared Foods The Prepared Foods segment consists primarily of the production , packaging, marketing and distribution of prepared foods offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats , pancakes, waffles, and specialty wraps. This segment includes our brands Van ’s® and Crepini®. The Company’s operating segment s are determined on the basis of our organizational structure and information that is regularly reviewed by our Chief Operating Decision Maker (“CODM”). The Company’s CODM is Sherman Miller, President and Chief Executive Officer. Segment income is utilized during our forecasting process to assess profitability, strategic initiatives and capital investments. The CODM primarily compares actual performance of segment sales and segment income to prior period results and periodic forecasts to assist with assessing performance and deciding how to allocate resources. The accounting policies of the segments are generally the same as those presented in Note 1 - Summary of Significant Accounting Policies . Segment SG&A represents direct costs associated with each segment for mar keting, delivery and employee costs. Other – segment income represents the total segment income from other operating segments such as co-pack shell egg, egg products, hard -cooked eggs and other business activities that do not individually meet the quantitative thresholds for separate disclosure. Unallocated Corporate SG&A represents overhead such as corporate payroll related expenses, legal and professional fees, amortization and other expenses that are not used to measure segment income and is managed at the corporate office. Intersegment sales represent sales between segments as part of our vertical integration. Intersegment sales from the Conventional and Specialty Shell Egg segments are primarily sales related to our non-reportable egg products or hard -cooked segments. Conventional and Specialty Shell Egg intersegment sales are transferred at discounted fixed rates to account for undergrad es and yield loss, market rates, or at production costs. The Company does not report total assets by segment as operations are highly integrated, and assets are shared amongst segments. The CODM does not assess performance or allocate resources based on segment assets. Segment results, including the significant expense categories regularly provided to the CODM, are provided below (in thousand s): Fiscal year ended May 30, 2026 Conventional Shell Eggs Specialty Shell Eggs Prepared Foods Total Reportable Segments Net sales - external customers $ 1,309,557 $ 1,049,228 $ 244,802 $ 2,603,587 Intersegment sales 38,519 21,230 — 59,749 Total segment sales 1,348,076 1,070,458 244,802 2,663,336 Segment COGS 1,059,179 777,920 185,370 2,022,469 Segment SG&A 72,256 110,994 25,550 208,800 Segment income $ 216,641 $ 181,544 $ 33,882 $ 432,067 Other - segment income 19,044 Unallocated corporate SG&A (108,353) Gain on involuntary conversions 8,819 Loss on disposal of fixed assets (1,391) Operating income 350,186 Other income, net 60,818 Income before income taxes $ 411,004 68 Fiscal year ended May 31, 2025 Conventional Shell Eggs Specialty Shell Eggs Prepared Foods Total Reportable Segments Net sales - external customers $ 2,703,502 $ 1,126,601 $ 4,050 $ 3,834,153 Intersegment sales 52,357 28,350 — 80,707 Total segment sales 2,755,859 1,154,951 4,050 3,914,860 Segment COGS 1,393,212 717,411 4,511 2,115,134 Segment SG&A 72,644 103,938 1,658 178,240 Segment income $ 1,290,003 $ 333,602 $ (2,119) $ 1,621,486 Other - segment income 42,091 Unallocated corporate SG&A (127,141) Loss on involuntary conversions (156) Gain on disposal of fixed assets 259 Operating income 1,536,539 Other income, net 66,603 Income before income taxes $ 1,603,142 Fiscal year ended June 1, 2024 Conventional Shell Eggs Specialty Shell Eggs Total Reportable Segments Net sales - external customers $ 1,226,903 $ 863,297 $ 2,090,200 Intersegment sales 20,389 10,322 30,711 Total segment sales 1,247,292 873,619 2,120,911 Segment COGS 970,031 648,236 1,618,267 Segment SG&A 63,560 89,188 152,748 Segment income $ 213,701 $ 136,195 $ 349,896 Other - segment income 33,566 Unallocated corporate SG&A (94,516) Gain on involuntary conversions 23,532 Loss on disposal of fixed assets (26) Operating income 312,452 Other income, net 47,519 Income before income taxes $ 359,971 The following table shows the reconciliation of net sales to consolidated results (in thousands): Fiscal Year Ended May 30, 2026 May 31, 2025 June 1, 2024 Total reportable segments $ 2,603,587 $ 3,834,153 $ 2,090,200 Other - segment sales 308,045 427,732 236,243 Total consolidated net sales $ 2,911,632 $ 4,261,885 $ 2,326,443 Other – segment sales represent sales from our non-reportable segments which includes co-pack shell egg sales, egg product sales, hard -cooked eggs and other business activities. 69 Revenue primarily derives from sales throughout the U.S. The following table provides revenue disaggregated by segment and by sales channel (in thousands): Fiscal year May 30, 2026 Retail Foodservice Other Total Conventional Shell Egg $ 1,099,245 $ 193,614 $ 16,698 $ 1,309,557 Specialty Shell Egg 952,556 92,343 4,329 1,049,228 Prepared Foods 92,031 104,157 48,614 244,802 Other - segment sales 245,415 60,269 2,361 308,045 $ 2,389,247 $ 450,383 $ 72,002 $ 2,911,632 Fiscal year May 31, 2025 Retail Foodservice Other Total Conventional Shell Egg $ 2,247,913 $ 424,133 $ 31,456 $ 2,703,502 Specialty Shell Egg 1,022,253 98,508 5,840 1,126,601 Prepared Foods 4,050 — — 4,050 Other - segment sales 337,489 89,347 896 427,732 $ 3,611,705 $ 611,988 $ 38,192 $ 4,261,885 Fiscal year June 1, 2024 Retail Foodservice Other Total Conventional Shell Egg $ 1,007,282 $ 210,423 $ 9,198 $ 1,226,903 Specialty Shell Egg 835,826 25,879 1,592 863,297 Other - segment sales 198,943 36,972 328 236,243 $ 2,042,051 $ 273,274 $ 11,118 $ 2,326,443 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 restaura nts, healthcare and education facilities and hotels. Our largest customer, Walmart Inc. (including Sam’s Club) accounted for 30.0 %, 33.6 % and 34.0 % of net sales dollars for fiscal 2026, 2025, and 2024, respectively. Note 16 - Commitments and Contingencies In re Shell Eggs Litigation Since November 2025, the Company has been named as a defendant in several lawsuits filed in federal courts alleging substantially identical claims, including: (1) the following lawsuits in the Southern District of Indiana: (a) King Kullen Grocery Co., Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-2274, (b) Nineteenseventynine LLC d/b/a The Breakfast Joynt v. Cal- Maine Foods, Inc., et al., Case No. 1:25 -cv-2301, (c) Taylor Egg Products, Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25- cv-2554, (d) Hudson v. Cal -Maine Foods, Inc. et al., Case No. 1:25 -cv-02573, (e) Brandon Huyler v. Cal -Maine Foods, Inc., et al., Case No. 1:26 -cv-00135, and (f) Gloria Emery, Carol Goldberg, and Casey Whalen v. Cal -Maine Foods, Inc., et al., Case No. 1:26-cv-00135; (2) the following lawsuits in the Northern District of Illinois: (a) Birchmans Parisian, LLC (d/b/a Lisciandro's Restaurant) v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-14030, (b) Phil-N-Cindy's Lunch, Inc. v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-14082, (c) Yell -O-Glow Corporation v. Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-15084, and (d) Tariq Habash, Delia Govea, Andrew Phillips, and Catalina Torres v. Urner Barry Publications, Inc., Cal -Maine Foods, Inc., et al., Case No. 1:25 -cv-14112; (3) the following lawsuits in the Western District of Wisconsin: (a) Matthew Edlin v. Cal -Maine Foods, Inc., et al., Case No. 3:25 -cv-946, and (b) India Price, Lakia Session, and Karen Solomon v. Cal -Maine Foods, Inc., et al., Case No. 3:25 -cv-1016; and (4) a lawsuit in the Western District of Missouri: Ryan v. Cal -Maine Foods, Inc., et al., Case No. 4:25-cv-00999. The lawsuits generally allege that the Company, along with other egg producers and industry associations, conspired to artificially inflate the prices of conventional shell eggs nationwide, primarily through manipulation of industry price benchmarks (such as the Urner Barry Egg Index and Eggs Clearinghouse, Inc. spot market), coordinated reporting and supply restrictions, particularly during the calendar year 2022 highly pathogenic avian influenza (“HPAI”) outbreak. In each case, the plaintiff seeks certification of a putative class of either direct or indirect purchasers, monetary damages, injunctive relief, attorneys’ fees, and, in some cases, restitution under Section 1 of the Sherman Act, 15 U.S.C. § 1 (the “Sherman Act”) and various state antitrust and consumer protection statutes. 70 On February 10, 2026, the Joint Panel on Multidistrict Litigation issued a Transfer Order, consolidating the above actions and transferring them to the Western District of Wisconsin for pre-trial proceedings. An initial judicial management conference took place on May 8, 2026, where the court entered an initial case management order, setting forth deadlines for the consolidated complaints and initial briefing to be filed. No discovery has taken place in any of the actions. The Company disputes plaintiffs’ allegations in each of these actions and intends to vigorously defend itself in these actions. Civil Investigative Demand In March 2025, the Company received a Civil Investigative Demand (“CID”) from the U.S. Department of Justice (“DOJ”) in connection with an antitrust investigation to determine whether there was a violation of the antitrust laws through alleged anticompetitive conduct by and among egg producers. In August 2025, the Company received a subpoena from the State of New York requesting information and documents related to its investigation of anticompetitive conduct and high egg prices in the egg industry, and in March 2026, the Company received a similar subpoena from the State of Washington related to its investigation of anticompetitive conduct and high egg prices in the egg industry. Additionally, various states’ attorneys general sought to join the DOJ’s investigation or requested access to the confidential disclosures by the Company to the DOJ. On or about June 25, 2026, the Company entered into an agreement with the DOJ and 17 states’ attorneys general to resolve the investigation, subject to applicable court approvals and procedures. The Company denied all wrongdoing or violations of law and no fines or penalties were assessed against the Company. In connection with the agreement, the Company agreed to implement certain antitrust compliance and reporting measures, to donate 30 million eggs to food banks and non-profits, and to pay $ 1.5 million to the settling states to resolve the matter. The State of Washington did not join in this settlement and the Company continues to comply with the State of Washington’s subpoena and cooperate with its investigations. Management cannot predict the eventual scope, duration or outcome of the State of Washington’s investigation and is unable to estimate the amount or range of potential losses, if any, at this time. Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al. On September 25, 2008, the Company was named as one of several defendants in numerous antitrust cases involving the U.S. shell egg industry. The Company settled all of these cases, except for the claims of certain plaintiffs who sought substantia l damages allegedly arising from the purchase of egg products (as opposed to shell eggs). These remaining plaintiffs are Kraft Food Global, Inc., General Mills, Inc., and Nestle USA, Inc. (the “Egg Products Plaintiffs”) and, until a subsequent settlement was reached as described below, The Kellogg Company. On September 13, 2019, the case with the Egg Products Plaintiffs was remanded from a multi -district litigation proceeding in the United States District Court for the Eastern District of Pennsylvania, In re Processed Egg Products Antitrust Litigation, MDL No. 2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al., Case No. 1:11 -cv-8808, for trial. The Egg Products Plaintiffs alleged that the Company and other defendants violated Section 1 of the Sherman Act, by agreeing to limit the production of eggs and thereby illegally to raise the prices that plaintiffs paid for processed egg products. In particular, the Egg Products Plaintiffs attacked certain features of the United Egg Producers animal -welfare guidelines and program used by the Company and many other egg producers. On October 24, 2019, the Company entered into a confidential settlement agreement with The Kellogg Company dismissing all claims against the Company for an amount that did not have a material impact on the Company’s financial condition or results of operations. On November 11, 2019, a stipulation for dismissal was filed with the court, and on March 28, 2022, the court dismissed the Company with prejudice. The trial of this case began on October 17, 2023. On December 1, 2023, the jury returned a decision awarding the Egg Products Plaintiffs $ 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. On December 4, 2024, the Company filed a 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 to stay enforcement of the judgment and entered an agreed order requiring the defendants to post security during post-judgment proceedings and appeal, and stayed proceedings to enforce the judgment until the disposition of the post-judgment motions and ultimate appeals. On December 17, 2024, the Company posted a bond in the approximate amount of $ 23.9 million, representing a portion of the total bond required to preserve the right to appeal the trial court’s decision. Another defendant posted a bond for the remaining amount. On November 19, 2025, the plaintiffs filed a motion to lift stay of proceedings on attorney’s fees and costs, and on December 5, 2025, the defendants filed their response in opposition to such motion. The court has not ruled on this motion. The Company intends to continue to vigorously defend the claims asserted by the Egg Products Plaintiffs. 71 If the jury’s decision is ultimately upheld, the Company would be jointly and severally liable with other defendants for treble damages, or $ 43.6 million, subject to credit for certain settlements with previous settling defendants, plus the Egg Product Plaintiffs’ reasonable attorneys’ fees. During our second quarter of fiscal 2024, we recorded an accrued expense of $ 19.6 million in selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Income and classified as other noncurrent liabilities in the Company’s Condensed Consolidated Balance Sheets. Although less than the bond posted by the Company, the accrual represents our estimate of the Company’s proportional share of the reasonably possible ultimate damages award, excluding the Egg Product Plaintiffs’ attorneys’ fees that we believe would be approximately offset by the credits noted above. We have entered into a judgment allocation and joint defense agreement with the other defendants remaining in the case. Our accrual may change in the future to the extent we are successful in further proceedings in the litigation. State of Oklahoma Watershed Pollution Litigation On June 18, 2005, the State of Oklahoma filed suit, in the United States District Court for the Northern District of Oklahoma, against Cal -Maine Foods, Inc. and Tyson Foods, Inc., Cobb -Vantress, Inc., Cargill, Inc., George’s, Inc., Peterson Farms, Inc. and Simmons Foods, Inc., and certain of their affiliates. The State of Oklahoma claims that through the disposal of chicken litter the defendants polluted the Illinois River Watershed. This watershed provides water to eastern Oklahoma. The complaint sought injunctive relief and monetary damages, but the claim for monetary damages was dismissed by the court. Cal -Maine Foods, Inc. discontinued operations in the watershed in or around 2005. Since the litigation began, Cal-Maine Foods, Inc. purchased 100 % of the membership interests of Benton County Foods, LLC, which is an ongoing commercial shell egg operation within the Illinois River Watershed. Benton County Foods, LLC is not a defendant in the litigation. We also have a number of small contract producers that operate in the area. The non-jury trial in the case began in September 2009 and concluded in February 2010. On January 18, 2023, the court entered findings of fact and conclusions of law in favor of the State of Oklahoma. The court found the defendants jointly and severally liable for state law nuisance, federal common law nuisance, and state law trespass. The court also found the producers vicariously liable for the actions of their contract producers. On June 12, 2023, the court ordered the parties to mediate, but the mediation was unsuccessful. On June 26, 2024, the district court denied defendants’ motion to dismiss the case. On September 13, 2024, a status hearing was held and the court scheduled an evidentiary hearing for December 3, 2024, to determine whether any legal remedy is available based on the now 15-year-old record and changed circumstances of the Illinois River watershed. On December 9, 2025, the court entered a final judgment imposing approximately $ 420,000 in total penalties for all defendants and awarding certain non -monetary remedies, including injunctive relief. Pursuant to the final judgment, the Company is to pay approximately $ 70,000 in penalties. The judgment also entitles the State of Oklahoma to an award of attorneys’ fees and costs in an amount to be determined at a later date. The injunctive relief provides for, among other things, a special master to oversee an investigation, develop a remediation plan subject to court approval, and provide ongoing monitoring of remediation projects, the costs of which will be paid jointly and severally by the defendants. The defendants are required to fund $ 10 million within 5 days of appointment of the special master, and ongoing funding requirements of $ 5 million any time the fund is below $ 5 million. This funding obligation is expected to continue for the 30 years term. The defendants are in discussions of a potential expense sharing agreement; however, the Company does not currently expect to have a material share of the funding. The injunctive relief also includes certain annual reporting requirements and certain requirements on future operations within the Illinois River Watershed, including relating to removal of litter, storage, transportation, disposal and future land applications. On January 2, 2026, the Company filed its notice of appeal to the United States Court of Appeals for the Tenth Circuit. On January 16, 2026, the district court stayed the monetary portions of the judgement but declined to stay the injunctive portions. Effective July 10, 2026, the Company and all other defendants entered into a settlement agreement with the State of Oklahoma that provides for the payment of funds by the defendants into an environmental relief fund, certain restrictions on the application of chicken litter in the IRW and certain reporting and reporting measures. The agreement remains subject to applicable court approvals and procedures and is not expected to have a material impact on the Company’s financial condition or results of operations . Other Matters In addition to the above, the Company is involved in various other claims and litigation incidental to its business. Although the outcome of these matters cannot be determined with certainty, management, upon the advice of counsel, is of the opinion that the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position. Note 17 – Subsequent Events Effective July 10, 2026 , the Company acquired the Eggland’s Best® franchise territory in the Northeast for $ 25 million. The acquisition gives us the exclusive right to distribute and sell Egg-Land’s Best® and Land O’ Lakes® branded eggs in Maine, Massachusetts, New Hampshire, Rhode Island, and select key areas in Vermont, New York, and Connecticut. 72 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.