calm-20250301

Index

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

20549

FORM

10-Q

☑

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended

March 1, 2025

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number:

001-38695

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

Delaware

64-0500378

(State or other jurisdiction of incorporation or organization)

(I.R.S Employer Identification No.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

Mississippi

39157

(Address of principal executive offices)

(Zip Code)

(

601

)

948-6813

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate

check

mark

whether

the

registrant: (1)

has

filed

all

reports

required

filed

Section

15(d)

the

Securities Exchange Act of

1934 during the

preceding 12 months (or

for such shorter period

that the registrant was

required to

file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☑

☐

Indicate by check mark

whether the registrant has

submitted electronically every Interactive Data

File required to be

submitted

pursuant to

Rule 405 of

Regulation S-T (§232.405

of this

chapter) during

the preceding

12 months

(or for

such shorter period

that the registrant was required to submit such files).

Yes

☑

☐

Indicate by check

mark whether the

registrant is a

large accelerated filer,

an accelerated filer,

a non-accelerated filer,

a smaller

reporting

company,

emerging

growth

company.

See

the

definitions

“large

accelerated

filer,”

“accelerated

filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer

☑

Accelerated filer

☐

Non – Accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

emerging

growth

company,

indicate

check

mark

the

registrant

has

elected

not

use

the

extended

transition

period

for

complying

with

any

new

revised

financial

accounting

standards

provided

pursuant

Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☑

There were

44,245,955

shares of Common

Stock, $0.01 par

value, and

4,800,000

shares of Class

A Common Stock,

$0.01 par

value, outstanding as of April 8, 2025.

Index

INDEX

Page

Number

Part I.

Financial Information

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets -

March 1, 2025 and June 1, 2024

Condensed Consolidated Statements of Income -

Thirteen and Thirty-nine Weeks Ended March 1, 2025 and March 2, 2024

Condensed Consolidated Statements of Comprehensive Income -

Thirteen and Thirty-nine Weeks Ended March 1, 2025 and March 2, 2024

Condensed Consolidated Statements of Cash Flows -

Thirteen and Thirty-nine Weeks Ended March 1, 2025 and March 2, 2024

Notes to Condensed Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Part II.

Other Information

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 5.

Item 6.

PART

FINANCIAL

INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except for par value amounts)

(Unaudited)

March 1, 2025

June 1, 2024

Assets

Current assets:

Cash and cash equivalents

497,239

237,878

Investment securities available-for-sale

743,134

574,499

Trade and other receivables, net

417,939

151,983

Income tax receivable

10,459

Inventories

307,291

261,782

Prepaid expenses and other current assets

7,220

5,238

Total current assets

1,983,282

1,241,839

Property, plant & equipment, net

1,005,464

857,234

Investments in unconsolidated entities

12,969

11,195

Goodwill

46,776

45,776

Intangible assets, net

15,627

15,996

Other long-term assets

17,451

12,721

Total Assets

3,081,569

2,184,761

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

170,384

75,862

Accrued wages and benefits

47,217

32,971

Accrued income taxes payable

106,711

43,348

Dividends payable

169,503

37,760

Accrued expenses and other liabilities

19,843

37,802

Total current liabilities

513,658

227,743

Other noncurrent liabilities

51,961

17,109

Deferred income taxes, net

128,442

142,866

Total liabilities

694,061

387,718

Commitments and contingencies - see Note 10

—

Stockholders’ equity:

Common stock ($

0.01

par value):

Common stock - authorized

120,000

shares, issued

70,261

703

Class A convertible common stock - authorized and issued

4,800

Paid-in capital

79,677

76,371

Retained earnings

2,337,597

1,756,395

Accumulated other comprehensive loss, net of tax

(757)

(1,773)

Common stock in treasury at cost –

26,015

shares at March 1, 2025 and

26,022

at June 1, 2024

(35,496)

(31,597)

Total Cal-Maine Foods, Inc. stockholders’ equity

2,381,772

1,800,147

Noncontrolling interest in consolidated entity

5,736

(3,104)

Total stockholders’ equity

2,387,508

1,797,043

Total Liabilities and Stockholders’ Equity

3,081,569

2,184,761

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Net sales

1,417,685

703,076

3,158,227

1,685,654

Cost of sales

701,570

484,504

1,838,852

1,330,519

Gross profit

716,115

218,572

1,319,375

355,135

Selling, general and administrative

79,967

66,020

219,532

194,844

(Gain) loss on involuntary conversions

—

(9,929)

156

(9,929)

(Gain) loss on disposal of fixed assets

478

(306)

(1,001)

(44)

Operating income

635,670

162,787

1,100,688

170,264

Other income (expense):

Interest income, net

12,628

7,554

32,183

21,887

Patronage dividends

11,197

11,298

11,197

11,298

Other, net

3,534

3,520

5,875

4,561

Total other income, net

27,359

22,372

49,255

37,746

Income before income taxes

663,029

185,159

1,149,943

208,010

Income tax expense

154,876

38,796

273,841

44,658

Net income

508,153

146,363

876,102

163,352

Less: Loss attributable to noncontrolling

interest

(380)

(349)

(1,471)

(1,295)

Net income attributable to Cal-Maine Foods,

Inc.

508,533

146,712

877,573

164,647

Net income per common share:

Basic

10.42

3.01

17.99

3.38

Diluted

10.38

3.00

17.92

3.37

Weighted average shares outstanding:

Basic

48,798

48,727

48,774

48,702

Diluted

48,971

48,884

48,962

48,865

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of

Comprehensive Income

(In thousands)

(Unaudited)

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Net income

508,153

146,363

876,102

163,352

Other comprehensive income, before tax:

Unrealized holding gain on available-for-sale

securities, net of reclassification adjustments

200

132

1,342

1,813

Income tax expense related to items of other

comprehensive income

(49)

(32)

(326)

(441)

Other comprehensive income, net of tax

151

100

1,016

1,372

Comprehensive income

508,304

146,463

877,118

164,724

Less: Comprehensive loss attributable to the

noncontrolling interest

(380)

(349)

(1,471)

(1,295)

Comprehensive income attributable to Cal-

Maine Foods, Inc.

508,684

146,812

878,589

166,019

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

Cash flows from operating activities:

Net income

876,102

163,352

Depreciation and amortization

69,430

59,151

Deferred income taxes

(14,749)

13,488

Other adjustments, net

(119,057)

1,613

Net cash provided by operations

811,726

237,604

Cash flows from investing activities:

Purchases of investment securities

(813,130)

(243,518)

Sales and maturities of investment securities

654,392

273,915

Investment in unconsolidated entities

—

(363)

Distributions from unconsolidated entities

1,550

1,000

Acquisition of businesses

(116,193)

(53,746)

Purchases of property, plant and equipment

(115,395)

(95,969)

Net proceeds from disposal of property, plant and equipment

3,650

243

Net cash used in investing activities

(385,126)

(118,438)

Cash flows from financing activities:

Payments of dividends

(160,805)

(42,965)

Purchase of common stock by treasury

(3,953)

(1,688)

Principal payments on long-term debt

(2,481)

—

Principal payments on finance lease

—

(214)

Net cash used in financing activities

(167,239)

(44,867)

Net change in cash and cash equivalents

259,361

74,299

Cash and cash equivalents at beginning of period

237,878

292,824

Cash and cash equivalents at end of period

497,239

367,123

See Notes to Condensed Consolidated Financial Statements.

Index

Cal-Maine Foods, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The

unaudited

condensed

consolidated

financial

statements

Cal-Maine

Foods,

Inc.

and

its

subsidiaries

(the

“Company,”

“we,” “us,” “our”) have

been prepared in accordance

with the instructions to

Form 10-Q and Article

10 of Regulation S-X

and

in accordance

with generally

accepted accounting

principles in

the United

States of

America (“GAAP”)

for interim

financial

reporting and should

be read in

conjunction with our

Annual Report on

Form 10-K for

the fiscal year

ended June 1,

2024 (the

“2024

Annual Report”).

These

statements

reflect

all

adjustments

that

are,

the

opinion

management,

necessary

fair

statement of the results for the interim periods presented and,

in the opinion of management, consist of adjustments of a

normal

recurring nature. Operating results

for the interim periods

are not necessarily indicative

of operating results for

the entire fiscal

year.

Fiscal Year

The Company’s

fiscal year

ends on

the Saturday

closest to

May 31.

Each of

the three-month

periods and

year-to-date periods

ended on March 1, 2025 and March 2, 2024 included

and

39 weeks

, respectively.

Use of Estimates

The preparation

of the

condensed consolidated

financial statements

in conformity

with GAAP

requires management

to make

estimates

and

assumptions

that

affect

the

amounts

reported

the

condensed

consolidated

financial

statements

and

accompanying notes. Actual results could differ from those estimates.

Investment Securities Available-for-Sale

The Company has

determined that its

debt securities

are available-for-sale

investments. We

classify these securities

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

debt

securities is

adjusted

for

amortization of

premiums and

accretion of

discounts

maturity and

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.

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

other

income

(expenses)

Other,

net

the

Company’s

Condensed

Consolidated

Statements of Income. Interest and dividends on securities classified as available-for-sale are recorded in interest income.

Trade Receivables

Trade receivables are

stated at their carrying values,

which include a reserve for

credit losses. As of March

1, 2025 and June

2024, reserves for credit losses were $

875

thousand and $

490

thousand, respectively. The Company extends credit to customers

based

evaluation

each

customer’s

financial

condition

and

credit

history.

Collateral

generally

not

required.

The

Company minimizes

exposure to

counter party

credit risk

through credit

analysis and

approvals, credit

limits, and

monitoring

procedures.

determining

our

reserve

for

credit

losses,

receivables

are

assigned

expected

loss

based

historical

loss

information adjusted as needed for economic and other forward-looking factors.

Dividends Payable

accrue dividends at the

end of each quarter

according to the Company’s

dividend policy adopted by its

Board of Directors.

The Company pays

a dividend to

shareholders of its

Common Stock and Class

A 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

one-third

(1/3) of such quarterly

income. Dividends are paid

to shareholders 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 shareholders of record on the 65th day after the quarter end. Dividends are payable on the 15th day following the record date.

Index

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 of

Directors.

Revenue Recognition

The Company

recognizes revenue

through sale

of its

products to

customers through

retail, foodservice

and other

distribution

channels.

The

majority

the

Company’s

revenue

derived

from

agreements

contracts

with

customers

based

upon

the

customer

ordering

its

products

with

single

performance

obligation

delivering

the

product.

The

Company

believes

the

performance

obligation

met

upon

delivery

and

acceptance

the

product

our

customers,

which

generally

occurs

upon

shipment

delivery

customer

based

terms

the

sale.

Costs

paid

third

party

brokers

obtain

agreements

are

expensed as the Company’s agreements are generally less than one year.

Revenues are

recognized in

an amount

that reflects

the net

consideration we

expect to

receive in

exchange for

delivery of

the

products.

The

Company

periodically

offers

sales

incentives

other

programs

such

rebates,

discounts,

coupons,

volume-

based incentives, guaranteed sales

and other programs.

The Company records an

estimated allowance for costs

associated with

these programs, which is recorded as

a reduction in revenue at the

time of sale using historical trends

and projected redemption

rates

each

program.

The

Company

regularly

reviews

these

estimates

and

any

difference

between

the

estimated

costs

and

actual realization of these programs would be recognized the subsequent period.

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. We determine the fair values of identifiable assets and liabilities internally,

which requires estimates and

the

use

various

valuation

techniques.

When

market

value

not

readily

available,

our

internal

valuation

methodology

considers the remaining estimated life of the assets acquired and what management believes is the market value for those assets.

typically use the income method approach for intangible assets

acquired in a business combination. Significant estimates in

valuing

certain

intangible

assets

include,

but

are

not

limited

to,

the

amount

and

timing

future

cash

flows,

growth

rates,

discount rates and useful lives. The

excess of the purchase price over

fair values of identifiable assets and

liabilities is recorded

as goodwill.

Loss Contingencies

Certain

conditions

may

exist

the

date

the

consolidated

financial

statements

are

issued

that

may

result

loss

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

exercise

judgment.

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

estimated,

the

estimated

liability

would

accrued

the

Company’s

consolidated

financial

statements.

the

assessment

indicates

potentially

material

loss

contingency

not

probable,

but

reasonably

possible,

probable

but

cannot

estimated,

then

the

nature

the

contingent

liability,

together

with

estimate

the

range

possible

loss

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.

New Accounting Pronouncements and Policies

November

2023,

the

FASB

issued

Accounting

Standards

Update

(“ASU”)

2023-07,

Segment

Reporting

(Topic

280):

Improvements to Reportable Segment Disclosures

. This ASU requires enhanced disclosures about significant segment expenses

regularly provided

to the

chief operating

decision maker

that are

included within

each reported

measure of

segment profit

loss, and

requires all

annual disclosures

currently required by

Topic

280 to

be included

in interim

periods. ASU 2023-07

is to

be applied

retrospectively for

all periods

presented in

the financial

statements and

is effective

for fiscal

years beginning

after

Index

December 15, 2023, and

interim periods within fiscal years

beginning after December 15,

2024, with early adoption

permitted.

The Company is currently evaluating the impact of ASU 2023-07 on its consolidated financial statement disclosures.

December

2023,

the

FASB

issued ASU

2023-09,

Income

Taxes

(Topic

740)

–

Improvements

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

effective

for

annual

periods

beginning

after

December

15,

2024.

The

Company

currently

evaluating the impact of ASU 2023-09 on its consolidated financial statement disclosures.

November

2024,

the

FASB

issued

ASU

2024-03,

Income

Statement

—

Reporting

Comprehensive

Income

—

Expense

Disaggregation Disclosures (Subtopic

220-40)

. The objective of ASU 2024-03 is to improve

disclosures about a public entity’s

expenses, primarily through

additional disaggregation of

income statement expenses. Additionally,

in January 2025,

the FASB

further

clarified

the

effective

date

ASU

2024-03

with

the

issuance of ASU

2025-01.

ASU

2024-03 is effective

for

annual

periods beginning after December

15, 2026, and

interim periods within annual

reporting periods beginning after

December 15,

2027. Early adoption

is permitted and

may be applied

either on a

prospective or retrospective basis.

The Company is

currently

evaluating the impact of ASU 2024-03 on its consolidated financial statement disclosures.

There are no other

new accounting pronouncements issued or

effective during the fiscal

year that had or

are expected to have a

material impact on our Consolidated Financial Statements.

Note 2 - Acquisitions

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

capacity

the

time

acquisition

approximately

4.7

million

laying

hens, including

1.0

million cage-free, and

1.2

million pullets, feed mills,

approximately

4,000

acres of land, inventories

and an

egg products breaking facility. The acquired assets also include an extensive customer distribution network across the Northeast

and

Mid-Atlantic

states,

and

production

operations

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

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

Liabilities assumed

(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

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

customer

lists

acquired.

Customers

lists

were

valued

using

the

income

method

approach.

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,

Index

related equipment and

a retail feed

sales business located

in North Carolina.

The acquired assets

will produce and

deliver feed

to our nearby shell egg production 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

connection

with

the

Deal-Rite

acquisition

primarily

attributable

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.

Other Acquisitions

Effective

November 30, 2024

the

Company

acquired

the

remaining

9.23

interest

our

majority-owned

subsidiary,

MeadowCreek Foods LLC.

Note 3 - Investment

Securities

The following represents the Company’s investment securities as of March 1, 2025 and June 1, 2024 (in thousands):

March 1, 2025

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

10,378

—

10,372

Commercial paper

95,471

—

95,420

Corporate bonds

342,503

422

—

342,925

Certificates of deposits

6,115

—

6,108

US government and agency obligations

166,073

—

134

165,939

Asset backed securities

450

—

455

Treasury bills

121,926

—

121,915

Total current investment securities

742,916

427

209

743,134

June 1, 2024

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated

Fair Value

Municipal bonds

4,100

—

4,059

Commercial paper

137,856

—

121

137,735

Corporate bonds

233,289

—

697

232,592

Certificates of deposits

3,505

—

3,491

US government and agency obligations

154,520

—

251

154,269

Asset backed securities

3,154

—

3,124

Treasury bills

39,239

—

39,229

Total current investment securities

575,663

—

1,164

574,499

Available-for-sale

Proceeds from

sales and

maturities of

investment securities

available-for-sale

were $

654.4

million and

273.9

million during

the

thirty-nine

weeks

ended March

2025

and

March

2024,

respectively.

Gross

realized

gains

for

the

thirty-nine

weeks

ended

March

2025

and

March

2024

were

thousand

and

thousand,

respectively.

There

were

gross

realized

losses for the thirty-nine weeks ended March 1, 2025. Gross realized losses for the thirty-nine weeks ended March 2, 2024 were

thousand. There was

allowance for credit losses at March 1, 2025 and June 1, 2024.

Index

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 investments at March 1, 2025 are as follows (in thousands):

Estimated Fair Value

Within one year

424,063

1-5 years

319,071

Total

743,134

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

settle the liability with the creditor.

•

Level 1

- Quoted prices in active markets for identical assets or liabilities

•

Level 2

- Inputs

other than

quoted prices

included in

Level 1

that are

observable for

the asset

or liability,

either

directly or indirectly, including:

◦

Quoted prices for similar assets or liabilities in active markets

◦

Quoted prices for identical or similar assets in non-active markets

◦

Inputs other than quoted prices that are observable for the asset or liability

◦

Inputs derived principally from or corroborated by other observable market data

•

Level 3

- Unobservable inputs for the asset or liability that are supported by little or no market activity and that are

significant to the fair value of the assets or liabilities

The disclosures of fair value of certain financial assets and liabilities that are recorded at cost are as follows:

Cash and Cash Equivalents, Accounts Receivable, and Accounts Payable

The carrying amount approximates fair value due to the short maturity of these instruments.

Assets and Liabilities Measured at Fair Value

on a Recurring Basis

accordance with

the

fair value

hierarchy described

above, the

following

table shows

the

fair value

financial assets

and

liabilities measured at fair value on a recurring basis as of March 1, 2025 and June 1, 2024 (in thousands):

March 1, 2025

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

10,372

—

10,372

Commercial paper

—

95,420

—

95,420

Corporate bonds

—

342,925

—

342,925

Certificates of deposits

—

6,108

—

6,108

US government and agency obligations

—

165,939

—

165,939

Asset backed securities

—

455

—

455

Treasury bills

—

121,915

—

121,915

Total assets measured at fair value

—

743,134

—

743,134

Liabilities

Contingent consideration

—

16,500

Total liabilities measured at fair value

—

16,500

Index

June 1, 2024

Level 1

Level 2

Level 3

Balance

Assets

Municipal bonds

—

4,059

—

4,059

Commercial paper

—

137,735

—

137,735

Corporate bonds

—

232,592

—

232,592

Certificates of deposits

—

3,491

—

3,491

US government and agency obligations

—

154,269

—

154,269

Asset backed securities

—

3,124

—

3,124

Treasury bills

—

39,229

—

39,229

Total assets measured at fair value

—

574,499

—

574,499

Liabilities

Contingent consideration

—

6,500

Total liabilities measured at fair value

—

6,500

Investment securities

–

available-for-sale

classified as

Level 2

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

the

acquired

business

meeting

certain

return

profitability

milestones

over

three-year

period,

commencing on the date of the acquisition in the second quarter of fiscal

2024. The fair value of the contingent consideration is

estimated

using

discounted

cash

flow

model.

Key

assumptions

and

unobservable

inputs

that

require

significant

judgement

used

the

estimate

include

weighted

average

cost

capital,

egg

prices,

projected

revenue

and

expenses

over

which

the

contingent considered

is measured,

and the

probability assessments

with respect

to the

likelihood of

achieving the

forecasted

projections.

The following table shows the beginning and ending balances in fair value of the contingent consideration:

Fassio Contingent Consideration

Balance, June 1, 2024

6,500

Fair value adjustments

10,000

Balance, March 1, 2025

16,500

Adjustments to the fair value of contingent consideration are recorded within selling, general and administrative expenses in the

condensed consolidated statements of income.

Note 5 - Inventories

Inventories consisted of the following as of March 1, 2025 and June 1, 2024 (in thousands):

March 1, 2025

June 1, 2024

Flocks, net of amortization

164,561

149,985

Eggs and egg products

35,339

25,217

Feed and supplies

107,391

86,580

307,291

261,782

grow

and

maintain

flocks

layers

(mature

female

chickens),

pullets

(female

chickens,

under

weeks

age),

and

breeders (male and female chickens used to produce fertile eggs to

hatch for egg production flocks). Our total flock at March 1,

2025 and June 1, 2024

consisted of approximately

12.3

million and

11.8

million pullets and breeders and

48.9

million and

39.9

million layers, respectively.

Index

Note 6 - Equity

February

25,

2025,

the

Company

entered

Agreement

Regarding

Conversion

(the

“Conversion

Agreement”)

and

among the

Company,

DLNL, LLC,

a Delaware

limited liability

company (“Daughters’

LLC”), and

Fred R. Adams

Jr.’s

four

daughters

and

Adolphus

Baker,

Board

Chair

and

Mr. Adams’

son-in-law

(the

“Members”

and

together

with

Daughters’

LLC, the “Stockholder Parties”).

The Company’s

entry into the Conversion

Agreement was a result

of the Members informing

the

Company

that

they

were

potentially

interested

diversifying

their

respective

financial

portfolios,

including

through

the

potential sale of

all or

a portion of

the shares of

the Company’s

Common Stock, underlying

the Class A

Common Stock, held

by Daughters’

LLC, as

most of

them have

become more

focused on

their individual

estate planning

efforts and

philanthropic

endeavors.

The Conversion Agreement provides for the following:

●

The approval by

the Company’s

Board of Directors,

and approval by

Daughters’ LLC by

majority written consent, of

the

Third

Amended

and

Restated

Certificate

Incorporation

the

Company

(“Third

Amended

and

Restated

Charter”),

which

has

occurred.

The

Third

Amended

and

Restated

Charter

became

effective

upon

filing

with

the

Delaware Secretary of State on March 27, 2025 (the “Restated Charter Effective Date”).

●

The approval by the

Company’s Board of

Directors of the Amended

and Restated Bylaws of

the Company (“Restated

Bylaws”), which has occurred. The Restated Bylaws became effective on the Restated Charter Effective Date.

●

The agreement by the Stockholder Parties not to convert any shares of Class A Common Stock (“Class A Shares”) into

shares of

Common Stock

(“Common Shares”)

prior to

the later

of (i)

the Restated

Charter Effective

Date or

(ii) the

date

the

Company

obtained

amendment

its

Amended

and

Restated

Credit

Agreement

such

that

the

Class

Conversion, defined

below,

would not

result in

a “Change

of Control”

within the

meaning of

such agreement.

Both

conditions were met on March 27, 2025.

●

The agreement by the Stockholder Parties that if Daughters’ LLC converts any Class A Shares into Common Shares, it

will simultaneously convert all (but not less than all) Class A Shares into Common Shares (the “Class A Conversion”).

●

After

the

effective

date

the

Class

Conversion

(the

“Class

Conversion

Date”),

and

ending

the

12-month

anniversary

the

Class

Conversion

Date

(or,

earlier,

December 31, 2026),

certain

registration

rights

the

Members to offer or sell Common Shares in a registered offering under the Securities Act of 1933, as amended.

●

The adoption by the

Stockholder Parties of an

amended and restated limited

liability company operating agreement of

Daughters’ LLC, which provides

for certain changes

to permit Daughters’ LLC

to take the

actions provided for

in the

Conversion Agreement.

The

Conversion

Agreement,

including

the

documents

contemplated

that

agreement,

are

referred

collectively

the

“Transactions.”

The

Transactions

not

require

any

Stockholder

Party

convert

Class

Common

into

Common

Shares or to sell any Common Shares.

On February

25, 2025,

the Company’s

Board of

Directors approved

a new

500

million share

repurchase program.

The share

repurchase program authorizes

the Company,

in management’s

discretion, to repurchase

Common Stock from

time to time

for

aggregate purchase

price up

to $

500

million (exclusive

of any

fees, taxes,

commissions or

other expenses

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

number

factors,

including, but

not

limited to, the market price of the Common Stock and general market and economic conditions.

Index

The following reflects equity activity for the thirteen weeks ended March 1, 2025 and March 2, 2024 (in thousands):

Thirteen Weeks Ended March 1, 2025

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum.

Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at November

30, 2024

703

(31,661)

78,600

(908)

1,998,585

6,116

2,051,483

Other comprehensive

income, net of tax

—

151

—

151

Stock compensation

plan transactions

—

(3,835)

1,077

—

(2,758)

Dividends ($

3.456

per share)

Common

—

(152,932)

—

(152,932)

Class A common

—

(16,589)

—

(16,589)

Net income (loss)

—

508,533

(380)

508,153

Balance at March 1,

2025

703

(35,496)

79,677

(757)

2,337,597

5,736

2,387,508

Thirteen Weeks Ended March 2, 2024

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum.

Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at December

2, 2023

703

(30,014)

74,214

(1,614)

1,583,071

(2,444)

1,623,964

Other comprehensive

income, net of tax

—

100

—

100

Stock compensation

plan transactions

—

(1,583)

1,012

—

(571)

Dividends ($

0.997

per share)

Common

—

(44,111)

—

(44,111)

Class A common

—

(4,786)

—

(4,786)

Net income (loss)

—

146,712

(349)

146,363

Balance at March 2,

2024

703

(31,597)

75,226

(1,514)

1,680,886

(2,793)

1,720,959

Index

Thirty-nine Weeks Ended March 1, 2025

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum.

Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at June 1,

2024

703

(31,597)

76,371

(1,773)

1,756,395

(3,104)

1,797,043

Other comprehensive

income, net of tax

—

1,016

—

1,016

Stock compensation

plan transactions

—

(3,899)

3,306

—

(593)

Contributions to

Crepini Foods LLC

—

6,485

Acquisition of

noncontrolling

interest in

MeadowCreek Foods

LLC

—

(3,826)

3,826

—

Dividends ($

5.965

per share)

Common

—

(263,918)

—

(263,918)

Class A common

—

(28,627)

—

(28,627)

Net income (loss)

—

877,573

(1,471)

876,102

Balance at March 1,

2025

703

(35,496)

79,677

(757)

2,337,597

5,736

2,387,508

Thirty-nine Weeks Ended March 2, 2024

Cal-Maine Foods, Inc. Stockholders

Common Stock

Class A

Treasury

Paid In

Accum.

Other

Retained

Noncontrolling

Amount

Capital

Comp. Loss

Earnings

Interest

Total

Balance at June 3,

2023

703

(30,008)

72,112

(2,886)

1,571,112

(1,498)

1,609,583

Other comprehensive

loss, net of tax

—

1,372

—

1,372

Stock compensation

plan transactions

—

(1,589)

3,114

—

1,525

Dividends ($

1.119

per share)

Common

—

(49,501)

—

(49,501)

Class A common

—

(5,372)

—

(5,372)

Net income (loss)

—

164,647

(1,295)

163,352

Balance at March 2,

2024

703

(31,597)

75,226

(1,514)

1,680,886

(2,793)

1,720,959

Note 7 - Net Income per Common Share

Basic net income per

share is based on

the weighted average Common Stock

and Class A Common

Stock outstanding. Diluted

net

income

per

based

weighted-average

common

outstanding

during

the

relevant

period

adjusted

for

the

dilutive effect of share-based awards.

Index

The

following

table

provides

reconciliation

the

numerators

and

denominators

used

determine

basic

and

diluted

net

income per common share (amounts in thousands, except per share data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Numerator

Net income

508,153

146,363

876,102

163,352

Less: Loss attributable to

noncontrolling interest

(380)

(349)

(1,471)

(1,295)

Net income attributable to Cal-Maine

Foods, Inc.

508,533

146,712

877,573

164,647

Denominator

Weighted-average common shares

outstanding, basic

48,798

48,727

48,774

48,702

Effect of dilutive restricted shares

173

157

188

163

Weighted-average common shares

outstanding, diluted

48,971

48,884

48,962

48,865

Net income per common share

attributable to Cal-Maine Foods, Inc.

Basic

10.42

3.01

17.99

3.38

Diluted

10.38

3.00

17.92

3.37

Note 8 - Revenue from Contracts with Customers

Net revenue is primarily generated through the sales of shell eggs and egg products. The Company’s shell egg product offerings

include specialty and conventional shell eggs.

Specialty shell eggs include cage-free, organic,

brown, free-range, pasture-raised

and nutritionally enhanced eggs. Conventional shell egg sales represent all other shell egg sales not

sold as specialty shell eggs.

The Company’s

egg products

offerings include

liquid and

frozen egg

products, as

well as

ready-to-eat products

such as

hard-

cooked

eggs,

egg

wraps,

protein

pancakes,

crepes

and

wrap-ups.

Liquid

and

frozen

egg

products

are

primarily

sold

the

institutional,

foodservice

and

food

manufacturing

sectors.

Ready-to-eat

products

are

sold

primarily

within

the

retail

and

foodservice channels.

The following table provides revenue disaggregated by product category (in thousands):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Conventional shell egg sales

1,016,438

413,619

2,118,065

919,498

Specialty shell egg sales

328,944

262,293

872,691

688,879

Egg products

61,024

21,759

136,850

63,994

Other

11,279

5,405

30,621

13,283

1,417,685

703,076

3,158,227

1,685,654

Note 9 - Stock Based Compensation

Total

stock-based compensation expense was

3.4

million and $

3.2

million for the thirty-nine

weeks ended March 1,

2025 and

March 2, 2024, respectively.

Unrecognized compensation

expense as

a result

of non-vested

shares of

restricted stock

outstanding under

the Amended

and

Restated 2012 Omnibus

Long-Term Incentive

Plan at March

1, 2025 of

9.2

million will be

recorded over a

weighted average

period of

2.3

years.

Refer to

Part II

Item 8,

Notes to

Consolidated Financial

Statements and

Supplementary Data,

Note 14

Stock Compensation Plans in our 2024 Annual Report for further information on our stock compensation plans.

Index

The Company’s restricted share activity for the thirty-nine weeks ended March 1, 2025 follows:

Number of

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

(4,324)

53.43

Outstanding, March 1, 2025

213,272

66.93

Note 10 - Commitments and Contingencies

LEGAL PROCEEDINGS

Civil Investigative Demand

In March 2025, the Company received a

civil investigative demand from the Department of Justice

(“DOJ”) in connection with

an antitrust investigation

to determine whether

there is, has

been or may

be a violation

of the antitrust

laws by anticompetitive

conduct

and

among

egg

producers.

The

Company

cooperating

with

the

investigation.

Management

cannot

predict

the

eventual scope,

duration or

outcome of

this investigation

and is

unable to

estimate the

amount or

range of

potential losses,

any, at this time.

State of Texas v.

Cal-Maine Foods, Inc. d/b/a Wharton; and Wharton County Foods, LLC

On April 23,

2020, the Company

and its subsidiary

Wharton County Foods,

LLC (“WCF”) were

named as defendants

in State

Texas

Cal-Maine Foods,

Inc. d/b/a

Wharton; and

Wharton County

Foods, LLC,

Cause No.

2020-25427,

in the

District

Court of

Harris County,

Texas.

The State

of Texas

(the “State”)

asserted claims

based on

the Company’s

and WCF’s

alleged

violation

the

Texas

Deceptive

Trade

Practices—Consumer

Protection

Act,

Tex.

Bus.

Com.

Code

§§

17.41-17.63

(“DTPA”).

The

State

claimed

that

the

Company

and

WCF

offered

shell

eggs

excessive

exorbitant

prices

during

the

COVID-19

state

emergency

and

made

misleading

statements

about

shell

egg

prices.

The

State

sought

temporary

and

permanent

injunctions

against

the

Company

and

WCF

prevent

further

alleged

violations

the

DTPA,

along

with

over

100,000

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

prejudice. On September 11,

2020, the State filed a

notice of appeal, which was

assigned to the Texas

Court of Appeals for the

First

District.

August

16,

2022,

the

appeals

court

reversed

and

remanded

the

case

back

the

trial

court

for

further

proceedings. On October 31, 2022, the Company and WCF appealed the First District Court’s

decision to the Supreme Court of

Texas.

On September

29, 2023,

the Supreme

Court of

Texas

denied the

Company’s

Petition for

Review and

remanded to

the

trial court

for further

proceedings. The

district court

entered a

pre-trial order

scheduling pre-trial

proceedings and

tentatively

setting

trial

date

for

August

11,

2025.

November 30,

2024,

the

State

filed

amended petition,

primarily

address

procedural

deficiency

that

required

the

State

generally

plead

was

seeking

monetary

relief

over

1.0

million

including

restitution,

civil

penalties,

attorney’s

fees

and

costs.

Pre-trial

proceedings

are

progressing

accordance

with

the

court’s

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

Kraft Foods Global, Inc. et al. v. United Egg Producers, Inc. et al.

As previously

reported, on

September 25,

2008, the

Company was

named as

one of

several defendants

in numerous

antitrust

cases involving

the United

States shell

egg industry.

The Company

settled all

of these

cases, except

for the

claims of

certain

plaintiffs who sought substantial damages allegedly arising from the purchase of egg products

(as opposed to shell eggs). These

remaining plaintiffs are

Kraft Food Global,

Inc., General Mills, Inc.,

and Nestle USA, Inc.

(the “Egg Products Plaintiffs”)

and,

until a subsequent settlement was reached as described below, The Kellogg Company.

On September

13, 2019,

the case

with the

Egg Products

Plaintiffs was

remanded from

a multi-district

litigation proceeding

the

United

States

District

Court

for

the

Eastern

District

Pennsylvania,

Processed

Egg

Products

Antitrust

Litigation,

MDL No. 2002, to the United States District Court for

the Northern District of Illinois, Kraft Foods Global, Inc. et

al. v. United

Egg Producers,

Inc. et

al., Case

No. 1:11

-cv-8808, for

trial. The

Egg Products

Plaintiffs

alleged that

the Company

and other

defendants

violated

Section

the

Sherman

Act,

15.

U.S.C.

agreeing

limit

the

production

eggs

and

thereby

illegally

raise

the

prices

that plaintiffs

paid

for processed

egg products.

particular,

the

Egg Products

Plaintiffs

attacked

Index

certain features of the United

Egg Producers animal-welfare guidelines and program

used by the Company and many

other egg

producers.

On October 24, 2019, the Company entered into a

confidential settlement agreement with The Kellogg Company dismissing all

claims against the Company

for an amount that

did not have

a material impact on

the Company’s

financial condition or results

of operations.

On November

11,

2019, a

stipulation for

dismissal was

filed with

the court,

and on

March 28,

2022, the

court

dismissed the Company with prejudice.

The trial of this case began on October 17, 2023. On December 1, 2023, the jury returned a decision awarding the

Egg Products

Plaintiffs $

17.8

million in damages. On

November 6, 2024, the

court entered a final

judgement against the Company and

other

defendants,

jointly

and

severally,

totaling

43.6

million

after

trebling.

December

2024,

the

Company

filed

renewed

motion for judgment as a matter of law or for a new trial, and a motion to alter or amend the judgment.

On December 13, 2024,

the

court

granted

defendants’

November

20,

2024

motion

stay

enforcement

the

judgment

and

entered

agreed

order

requiring the

defendants to

post security

during post-judgment

proceedings and

appeal, and

stayed proceedings

to enforce

the

judgment until the disposition of the post-judgment motions and ultimate appeals. On

December 17, 2024, the Company posted

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.

The Company intends to continue

to vigorously defend the claims asserted by the Egg Products Plaintiffs.

If the

jury’s

decision is

ultimately upheld,

the Company

would be

jointly and

severally liable

with other

defendants for

treble

damages,

43.6

million,

subject

credit

for

certain

settlements

with

settling

defendants,

plus

the

Egg

Product

Plaintiffs’

reasonable

attorneys’

fees.

During

our

second

fiscal

quarter

2024,

recorded

accrued

expense

19.6

million in

selling, general

and administrative

expenses in

the Company’s

Condensed Consolidated

Statements of

Income and

classified

other

noncurrent

liabilities

the

Company’s

Condensed

Consolidated

Balance

Sheets.

Although

less

than

the

bond

posted

the

Company,

the

accrual

represents

our

estimate

the

Company’s

proportional

the

reasonably

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 major

producer

defendant

remaining

the

case

and

are

discussions

with

other

defendants

regarding

their

contributions.

Our

accrual may change

in the future

based on the

outcome of those

discussions and may

also be revised

in whole or

in part in

the

future to the extent we are successful in further proceedings in the litigation.

State of Oklahoma Watershed Pollution Litigation

On June

18, 2005, the

State of Oklahoma

filed suit, in

the United States

District Court for

the Northern District

of Oklahoma,

against Cal-Maine

Foods, Inc.

and Tyson

Foods, Inc.,

Cobb-Vantress,

Inc., Cargill,

Inc., George’s,

Inc., Peterson

Farms, Inc.

and

Simmons Foods,

Inc.,

and

certain

their affiliates.

The

State of

Oklahoma claims

that

through

the disposal

chicken

litter the defendants

polluted the Illinois

River Watershed.

This watershed provides

water to eastern

Oklahoma. The complaint

sought

injunctive relief

and

monetary damages,

but

the

claim for

monetary damages

was

dismissed by

the

court. Cal-Maine

Foods,

Inc.

discontinued

operations

the

watershed

around

2005.

Since

the

litigation

began,

Cal-Maine

Foods,

Inc.

purchased

100

the

membership

interests

Benton

County

Foods,

LLC,

which

ongoing

commercial

shell

egg

operation within

the Illinois

River Watershed.

Benton County

Foods, LLC

is not

a defendant

in the

litigation. We

also have

number of small contract producers that operate in the area.

The non-jury trial in the case began in September 2009 and concluded in February 2010. On January 18, 2023, the court entered

findings of fact

and conclusions of

law in favor

of the State

of Oklahoma, but

no penalties were

assessed. The court

found the

defendants

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.

The

court directed

the

parties

confer

in attempt

reach

agreement

appropriate

remedies.

June

12,

2023,

the

court

ordered

the

parties

mediate

before

retired

Tenth

Circuit

Chief

Judge

Deanell

Reece

Tacha,

but

the

mediation

was

unsuccessful.

June

26,

2024,

the

district

court

denied

defendants’

motion

dismiss

the

case.

September

13,

2024,

status

hearing

was

held

and

the

court

scheduled

evidentiary hearing

for December

3, 2024,

to determine

whether any

legal remedy

is available

based on

the now

14 year

old

record

and

changed

circumstances

the

Illinois

River

watershed.

November

2024

the

court

denied

defendants’

September 20,

2024 motion

to certify

an interlocutory

appeal. The

evidentiary hearing

proceeded as

scheduled and

concluded

December

17,

2024.

The

court

directed

the

parties

present

their

proposed

findings

fact

and

conclusions

law

and

supporting

briefs

January

30,

2025.

The parties

submitted their

post-trial briefs

January 20,

2025.

While

management

believes there

is a

reasonable possibility

of a

material loss

from the

case, at

the present

time, it

is not

possible to

estimate the

amount

monetary

exposure,

any,

the

Company

due

range

factors,

including

the

following,

among

others:

uncertainties

inherent

any

assessment

potential

costs

associated

with

injunctive

relief

other

penalties

based

decision in a case tried

over 14 years ago based

on environmental conditions that existed at

the time, the lack of

guidance from

the

court

what

might

considered

appropriate

remedies,

the

ongoing

litigation

with

the

State

Oklahoma,

and

Index

uncertainty regarding what our proportionate share of any remedy would be, although we believe that our share compared to the

other defendants is small.

Other Matters

In addition to the above,

the Company is involved in

various other claims and litigation

incidental to its business. Although

the

outcome of

these matters

cannot be determined

with certainty,

management, upon the

advice of counsel,

is of

the opinion that

the final outcome should not have a material effect on the Company’s consolidated results of operations or financial position.

Note 11 - Subsequent Events

Second Amendment to Amended and Restated Credit Agreement

March

25,

2025,

the

Company

entered

into

the

Second

Amendment

(the

“Second

Amendment”)

its

Amended

and

Restated Credit

Agreement (as

amended,

the “Credit

Agreement”)). Under

the

Credit Agreement,

a Change

Control is

event

default.

The

Second

Amendment

amended

the

definition

Change

Control

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

in accordance with the Conversion Agreement.

Under the Second Amendment, prior to the Class A Conversion, the definition of Change of Control is unchanged. On and after

the Class A

Conversion, Change of Control

will mean any

of (i) the

acquisition by any “person”

or “group” (as

such terms are

used in

sections 13(d)

and 14(d)

of the

Securities Exchange

Act of

1934, as

amended) at

any time

of beneficial

ownership of

30.0

% or more of

the outstanding capital stock

or other equity interests

of the Company on

a fully-diluted basis, (ii)

the failure

of individuals who

are members of

the board of

directors (or similar

governing body) of

the Company on

the effective date

the Second Amendment (together with any new or replacement directors whose initial nomination for election was approved by

a majority of the directors who were either directors on the effective date of the Second Amendment or previously so approved)

to constitute a majority

of the board of

directors (or similar governing

body) of the

Company, or

(iii) any “Change of

Control”

(or words of

like import), as

defined in any

agreement or indenture

relating to any

issue of Material

Indebtedness of any

Loan

Party or any Subsidiary of a Loan Party (each as defined in the Credit Agreement), shall occur.

For

additional

information

regarding

the

Credit

Facility,

see

Note

–

Credit

Facility

the

audited

consolidated

financial

statements included in the 2024 Annual Report.

Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

March

27,

2025,

the

Company’s

Third

Amended

and

Restated

Certificate

Incorporation

was

filed

with

the

Delaware

Secretary

State

and

became

effective.

Also

March

27,

2025,

the

Company’s

Amended

and

Restated

Bylaws

became

effective.

Agreement to Acquire Echo Lake Foods, Inc.

April

2025,

the

Company

signed

definitive

agreement

acquire

Echo

Lake

Foods,

Inc.

(“Echo

Lake

Foods”)

for

approximately $

258

million, excluding

expected tax

assets resulting

from the

transaction, to

be funded

with available

cash on

hand. Echo

Lake Foods

was founded

in 1941

and acquired

by the

Meinerz family

in 1981.

Based in

Burlington, Wisconsin,

Echo Lake Foods produces, packages, markets and distributes ready-to-eat egg products and

breakfast foods, including waffles,

pancakes, scrambled eggs, frozen cooked omelets, egg patties,

toast and diced eggs. The transaction has

been approved by both

companies’ boards of directors and

is expected to close

by the end of

fiscal 2025 following completion of

regulatory approvals

and subject to customary closing conditions.

The transaction is not subject to shareholder approval.

Index

ITEM

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

FINANCIAL

CONDITION

AND

RESULTS

OPERATIONS

The following

should be

read in

conjunction with

Management’s

Discussion and

Analysis of

Financial Condition

and Results

of Operations included

in Part II

Item 7 of

the Company’s

Annual Report on

Form 10-K for

its fiscal year

ended June 1,

2024

(the “2024 Annual Report”), and the accompanying financial statements and notes included in Part II Item 8 of the 2024 Annual

Report and in

Part I Item 1

of this Quarterly Report on Form 10-Q (“Quarterly Report”).

This

report contains

numerous forward-looking

statements within

the meaning

Section 27A

the Securities

Act of

1933

(the “Securities

Act”) and

Section 21E

of the

Securities Exchange Act

of 1934

(the “Exchange

Act”) relating

to our

shell egg

and egg products

business, including estimated future

production data, expected

construction schedules, projected

construction

costs, potential

future supply

of and

demand for

our products,

potential future

corn and

soybean price

trends, potential

future

impact on our business of the resurgence in United States (“U.S.”) commercial table egg layer flocks of highly pathogenic avian

influenza (“HPAI”),

potential future impact

on our business

of inflation and

changing interest rates,

potential future impact

our business of

new legislation, rules

or policies, potential

outcomes of legal

proceedings, including loss

contingency accruals

and factors that may result in

changes in the amounts recorded, and other

projected operating data, including anticipated results

of operations

and financial

condition. Such

forward-looking statements

are identified

by the

use of

words such

as “believes,”

“intends,” “expects,”

“hopes,” “may,”

“should,” “plans,”

“projected,” “contemplates,”

“anticipates,” or

similar words.

Actual

outcomes

results

could

differ

materially

from

those

projected

the

forward-looking

statements.

The

forward-looking

statements are

based on

management’s

current intent,

belief, expectations,

estimates, and

projections regarding

the Company

and its

industry.

These statements

are not

guarantees of

future performance

and involve

risks, uncertainties,

assumptions, and

other factors

that

are difficult

to predict

and may

be beyond

our control.

The factors

that

could cause

actual results

to differ

materially from those

projected in the

forward-looking statements include,

among others, (i)

the risk factors

set forth in

Part II

Item 1A

Risk Factors

of this

Quarterly Report

on Form

10-Q and

Part I

Item 1A

Risk Factors

of our

Annual Report

on Form

10-K

for

the

year

ended

June

2024,

well

those

included

other

reports

file

from

time

with

the

SEC

(including our Quarterly Reports on Form 10-Q and Current Reports on Form

8-K), (ii) the effect of the potential conversion of

all of

the Company’s

Class A

Common Stock

into Common

Stock and

resulting loss

by the

Company of

controlled company

status under

the rules

of The

Nasdaq Stock

Market on

the trading

price of

the Company’s

Common Stock,

the ability

of the

Company to

retain and

hire key

personnel and

maintain relationships

with its

customers and

suppliers, and

on the

Company’s

operating results

and business

generally,

(iii) the

impact on

the

trading price

of the

Company’s

Common Stock

as a

result of

the sale

or marketing, or

potential sale or

marketing, of a

significant number of

shares of

the Company’s

Common Stock held

by the family of our

late founder, Fred R.

Adams Jr., as

part of their potential portfolio diversification

efforts, (iv) the risks and

hazards

inherent

the

shell

egg

business

(including

disease,

pests,

weather

conditions,

and

potential

for

product

recall),

including but not limited to the current outbreak of HPAI affecting poultry

in the U.S., Canada and other countries that was first

detected in commercial flocks in the U.S. in February 2022

and that first impacted our flocks in December 2023, (v)

changes in

the

demand for

and

market prices

shell eggs

and feed

costs, (vi)

the impacts

and potential

future

impacts of

government,

customer and consumer

reactions to recent

high market prices

for eggs, including

but not limited

to efforts

to increase imports

eggs

and

egg

products,

pressure

change

long-standing pricing

frameworks,

lower

consumer demand

for

eggs,

and

the

pending DOJ

antitrust investigation,

(vii) our

ability to

predict and

meet demand

for cage-free

and other

specialty eggs,

(viii)

risks,

changes, or

obligations that

could result

from our

recent or

future acquisition

of new

flocks or

businesses and

risks

changes that

may cause

conditions to

completing a

pending acquisition,

such as

the pending

acquisition of

Echo Lake

Foods,

not to

be met,

(ix) risks

relating to

changes in

inflation and

interest rates,

(x) our

ability to

retain existing

customers, acquire

new

customers

and

grow

our

product

mix,

(xi)

adverse

results

pending

litigation

and

other

legal

matters,

and

(xii)

global

instability,

including as

a result

of the

war in

Ukraine, the

conflicts in

Israel and

surrounding areas

and attacks

on shipping

the Red

Sea. Readers

are cautioned

not to

place undue

reliance on

forward-looking statements

because, while

we believe

the

assumptions on

which the

forward-looking statements

are based

are reasonable,

there can

be no

assurance that

these forward-

looking

statements

will

prove

accurate.

Further,

forward-looking

statements

included

herein

are

made

only

the

respective dates

thereof, or

date

stated,

the date

hereof.

Except

as otherwise

required by

law,

disclaim any

intent or obligation to update

publicly these forward-looking statements, whether because

of new information, future events,

otherwise.

GENERAL

Cal-Maine

Foods,

Inc.

(the

“Company,”

“we,”

“us,”

“our”)

primarily

engaged

the

production,

grading,

packaging,

marketing and

distribution of

fresh shell

eggs. Our

operations are

fully integrated

and we

have one

operating and

reportable

segment.

are

the

largest

producer

and

distributor

fresh

shell

eggs

the

U.S.

Our

total

flock

approximately

48.9

million

layers

and

12.3

million

pullets

and

breeders

the

largest

the

U.S.

sell

our

shell

eggs

and

egg

products

diverse group of customers,

including national and regional

grocery store chains, club

stores, companies servicing independent

Index

supermarkets in

the U.S.,

foodservice distributors

and egg

product customers

throughout the

majority of

the U.S.

and aim

maintain efficient, state-of-the-art operations located close to our customers.

Our operating

results are

materially impacted

by market

prices for

eggs and

feed grains

(corn

and soybean

meal), which

are

highly

volatile,

independent

each

other,

and

out

our

control.

Generally,

higher

market

prices

for

eggs

have

positive

impact

our

financial

results

while

higher

market

prices

for

feed

grains

have

negative

impact

our

financial

results.

Although we

use a

variety of

pricing frameworks

with our

customers for

conventional and specialty

eggs, we

sell most

of our

conventional

shell

eggs

based

formulas

that

consider,

varying

ways,

independently

quoted

regional

wholesale

market

prices for shell eggs or formulas related to our costs of production which include the cost of corn and soybean meal. We

sell the

majority

our

specialty

eggs

prices

and

terms

negotiated

directly

with

our

customers.

not

sell

eggs

directly

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

Retail

sales

shell

eggs

historically

have

been

highest

during

the

fall

and

winter

months

and

lowest

during

the

summer

months. Prices

for shell

eggs fluctuate

in response

to seasonal

demand factors

and a

natural increase

in egg

production during

the

spring

and

early

summer.

Historically,

shell

egg

prices

tend

increase

with

the

start

the

school

year

and

tend

highest

prior

holiday

periods,

particularly

Thanksgiving,

Christmas

and

Easter.

Consequently,

and

all

other

things

being

equal, we would expect to

experience lower selling prices, sales volumes

and net income (and may

incur net losses) in our

first

and

fourth

fiscal

quarters

ending

August/September

and

May/June,

respectively.

Because

the

seasonal

and

quarterly

fluctuations,

comparisons

our

sales

and

operating

results

between

different

quarters

within

single

fiscal

year

are

not

necessarily meaningful comparisons.

routinely

fill

our

storage

bins

during

harvest

season

when

prices

for

feed

ingredients

are

generally

lower.

ensure

continued availability

of feed

ingredients, we

may enter

into contracts

for future

purchases of

corn and

soybean meal,

and as

part

these

contracts,

may

lock-in

the

basis

portion

our

grain

purchases

several

months

advance.

Basis

the

difference between

the local

cash price

for grain

and the

applicable futures

price. A

basis contract

is a

common transaction

the grain

market that

allows us

to lock-in

a basis

level for

a specific

delivery period

and wait

to set

the futures

price at

a later

date. Furthermore,

due to

the more

limited supply

for organic

ingredients,

we may

commit to

purchase organic

ingredients in

advance to help ensure supply. Ordinarily,

we do not enter into long-term contracts beyond a year to purchase corn and soybean

meal

hedge

against

increases

the

prices

corn

and

soybean

meal.

Corn

and

soybean

meal

are

commodities

and

are

subject

volatile

price

changes

due

weather,

various

supply

and

demand

factors,

transportation

and

storage

costs,

speculators, agricultural,

energy and

trade policies

in the

U.S. and

internationally,

and global

instability that

could disrupt

the

supply chain.

An important competitive advantage for Cal-Maine Foods is our ability to meet

our customers’ evolving needs with a favorable

mix of branded

and private-label products

of conventional and

specialty eggs, including

cage-free, organic,

brown, free-range,

pasture-raised and nutritionally-enhanced eggs as well as egg products.

HPAI

Outbreaks of HPAI

have continued to

occur in U.S.

poultry flocks. In

calendar year 2024,

40.2 million commercial

layer hens

and pullets

were depopulated

due to

HPAI,

and in

calendar year

2025, an

additional 32.9

million commercial

layer hens

and

pullets

have

been

depopulated

through

March.

The

United

States

Depart

Agriculture

(the

“USDA”)

reported

that

the

estimated table-egg layer flock was approximately 285 million as of March 1, 2025, the lowest level since September 2015.

HPAI

currently

widespread

the

wild

bird

population

worldwide.

remain

dedicated

robust

biosecurity

programs

across our

locations and

have invested

more than

$70 million

in biosecurity

technology,

equipment, procedures,

and training

across our locations since the last major HPAI outbreak in 2015. However,

no farm is immune from HPAI. For example, during

the third and

fourth quarters of

fiscal 2024, we

experienced HPAI

outbreaks within our

facilities located in

Kansas and Texas,

which

are now

fully

operational. According

the

U.S.

Centers for

Disease Control

and Prevention

(“CDC”), as

of April

2025,

there were

outbreaks

in 996

herds

dairy

cows

states,

and 70

human

cases

the

U.S., almost

entirely

among

poultry and dairy workers. However,

in 2024, one of the human

cases resulted in severe illness after

the patient was exposed to

sick and

dead birds

in backyard

flocks. The

patient, who

was reported

to have

underlying health

conditions, died

in January

2025. There have

been no reported

cases of person-to-person

spread. According to

the CDC, the

human health risk

to the U.S.

public from the

HPAI

virus is considered

to be low.

The extent of

possible future outbreaks among

U.S. commercial egg

layer

flocks,

with

heightened

risk

during

migration

seasons,

cannot

predicted.

According

the

USDA,

HPAI

cannot

transmitted through safely handled and properly cooked eggs. There is no

known risk related to HPAI

associated with eggs that

are currently in the market and no eggs have been recalled. For additional information, see the 2024 Annual Report, Part II Item

7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – HPAI.”

Index

have taken proactive

steps to help

mitigate the tight

egg supply situation

across the country.

Our efforts

resulted in a

14%

increase

the

average

number

layer

hens

(reflecting

both

organic

and

inorganic

expansion)

and

24%

increase

total

chicks hatched during

the third quarter

of fiscal 2025

compared to the

prior-year quarter.

Our breeder flocks

increased 33% as

the

end

the

third

fiscal

quarter

2025

compared

the

end

the

prior-year

quarter.

also

continue

invest

expansion

projects,

including

expected

completion

calendar

2025

approximately

$60

million

ongoing

expansion

projects

within

our

current

operations

that

are

expected

add

approximately

1.1

million

cage-free

layer

hens

and

250,000

pullets,

and

the

successful

conversion

new

egg

processing

facility

and

hatchery

Dexter,

Missouri,

projected

add

additional capacity of 1.2 million free range hens by calendar year end.

CAGE-FREE EGGS

Ten

states have

passed

legislation or

regulations mandating

minimum space

cage-free requirements

for

egg production

mandated

the

sale

only

cage-free

eggs

and

egg

products

their

states,

with

implementation

these

laws

ranging

from

January 2022

to January

2030. These

states represent

approximately 27%

the U.S.

total population

according to

the 2020

U.S. Census.

California, Massachusetts,

Colorado, Michigan,

Oregon, Washington,

and Nevada,

which collectively

represent

approximately 23% of the total estimated U.S. population, have cage-free legislation currently in effect.

Due to the national egg

shortage caused

by HPAI,

Nevada temporarily

suspended the

cage-free egg

mandate and

other states

are considering

similar

actions.

A significant number of our customers have announced goals

to either exclusively offer cage-free eggs or

significantly increase

the

volume

cage-free

egg

sales

the

future,

subject

most

cases

availability

supply,

affordability

and

consumer

demand, among

other contingencies.

Our customers

typically do

not

commit to

long-term purchases

of specific

quantities or

types

eggs

with

us,

and

result,

difficult

accurately

predict

customer

requirements

for

cage-free

eggs.

are

focused

adjusting

our

cage-free production

capacity

with

goal

meeting

the

future

needs

our

customers

light

changing state requirements

and our customers’

goals. As always,

we strive to

offer a product

mix that aligns

with current and

anticipated

customer purchase

decisions.

are

engaging with

our

customers

help

them

meet

their

announced

goals

and

needs. We have

invested significant capital in recent years to acquire and construct cage-free facilities, and

we expect our focus

for future

expansion will

continue to

include cage-free

facilities. Our

volume of

cage-free egg

sales has

continued to

increase

and account

for a

larger share

of our

product mix.

Cage-free egg

revenue represented

approximately 19.2%

of our

total shell

egg revenue for the third quarter of fiscal year 2025. At the same time, we understand the importance of our continued ability to

provide

conventional

eggs

order

provide

our

customers

with

variety

egg

choices

and

address

hunger

our

communities.

For

additional

information,

see

the

2024

Annual

Report,

Part

Item

“Business

–

Specialty

Eggs,”

“Business

–

Growth

Strategy” and

“Business –

Government Regulation,”

and the

first risk

factor in

Part I

Item 1A,

“Risk Factors”

under the

sub-

heading “Legal and Regulatory Risk Factors.”

ACQUISITIONS

Effective February

3, 2025,

we acquired

certain assets

of Deal-Rite

Foods, Inc.

and certain

of its

affiliates (“Deal-Rite”).

The

assets

acquired

included

two

feed

mills,

storage

facilities,

usable

grain,

vehicles,

equipment

and

retail

feed

sales

business

located

North

Carolina.

The

acquired

assets

will

produce

and

deliver

feed

our

nearby

shell

egg

production

facilities.

During the

first quarter

of fiscal

2025, we

acquired substantially

all the

commercial shell

egg production,

processing and

egg

products

breaking

assets

ISE

America,

Inc.

and

certain

its

affiliates

(“ISE”).

The

assets

acquired

included

commercial

shell

egg

production

and

processing

facilities

with

capacity

the

time

acquisition

approximately

4.7

million

laying

hens, including 1.0 million

cage-free, and 1.2 million

pullets, feed mills, approximately

4,000 acres of land,

inventories and an

egg products breaking facility. The acquired assets also include an extensive customer distribution network across the Northeast

and Mid-Atlantic

states, and

production operations

in Maryland,

New Jersey,

Delaware and

South Carolina.

These production

assets

are

our

first

Maryland,

New

Jersey

and

Delaware.

believe

this

acquisition

provides

with

opportunity

significantly enhance our market reach

in the Northeast and Mid-Atlantic

states. See further discussion in

Note 2 – Acquisition

of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

Effective on

September 9,

2024, we

completed a

strategic investment

with Crepini

LLC, establishing

a new

egg products

and

prepared foods venture.

Crepini LLC, founded

in 2007, grew

its brand throughout

the United States

and Mexico featuring

egg

wraps, protein pancakes, crepes, and

wrap-ups, which are sold

online and in over 3,500

retail stores. The new entity,

located in

Hopewell Junction,

New York,

operates as

Crepini Foods

LLC (“Crepini”).

capitalized Crepini

with approximately

$6.75

million in cash to purchase additional equipment and other assets and fund working capital in exchange for a 51% interest in the

new venture. Crepini LLC contributed its existing assets and business in exchange for a 49% interest in the new venture.

Index

fiscal

2022,

announced

strategic

investment

new

entity,

MeadowCreek

Food,

LLC

(“MeadowCreek”),

which

became

majority-owned

subsidiary.

During

March

2023,

MeadowCreek

began

operations

with

focus

being

leading

provider of

hard-cooked eggs.

During second

quarter 2025,

we acquired

the remaining

ownership interests

in MeadowCreek

and it became a wholly-owned subsidiary.

second

quarter

2024,

acquired

the

assets

Fassio

Egg

Farms,

Inc.

(“Fassio”)

its

commercial

shell

egg

production and processing business. Fassio

owned and operated commercial shell

egg production and processing facilities

with

capacity

the

time

acquisition

approximately

1.2

million

laying

hens,

primarily

cage-free,

feed

mill,

pullets,

fertilizer production and composting operation and land located in Erda, Utah, outside Salt Lake City. This acquisition provided

us with

an opportunity

to expand

our market

presence in

Utah and

the western

U.S., particularly

for cage-free

eggs. In

fourth

quarter 2024, we

acquired a broiler

processing plant, hatchery

and feed mill

in Dexter,

Missouri, which we

repurposed for use

in shell egg production.

EXECUTIVE OVERVIEW

For the

third quarter

and first

three quarters of

fiscal 2025,

we recorded

a gross

profit of

$716.1 million

and $1,319.4

million,

respectively, compared to $218.6

million and $355.1 million, respectively,

for the same periods of fiscal 2024, primarily driven

by an

increase in

the net

average selling

price of

shell eggs,

primarily conventional

egg prices,

as well

as an

increase in

total

dozens

sold.

Our

results

were

also

positively

impacted

lower

feed

costs

and

our

recent

acquisitions

discussed

above,

partially offset by an increase in the volume and price of outside egg purchases.

Our net

average selling

price per

dozen for

the third

quarter of

fiscal 2025

was $4.060

compared to

$2.247 in

the prior-year

period. Conventional egg

prices per dozen

were $4.766

compared to $2.152

for the prior-year

period, and specialty

egg prices

per dozen were $2.784 compared to $2.415 for the prior-year period. Egg prices in the third quarter of fiscal 2025 were elevated

compared to the prior-year period primarily due to the resurgence of HPAI

outbreaks, which decreased supply during the higher

seasonal demand cycle. According to

the USDA, the monthly average

size of the layer hen

flock from December 2024 through

February

(which most

closely

aligns with

our

third fiscal

quarter)

2025

was

approximately 302.7

million

hens,

which

was a

decrease of

11.0 million

layers,

or 3.5%,

compared to

the same

period in

the prior

year.

The daily

average price for

the Urner

Barry southeast

large index

for the

third quarter

of fiscal

2025 increased

156% from

the comparable

period in

the prior

year.

Subsequent to third quarter fiscal

2025, the Urner Barry southeast

large index decreased to

$3.99 per dozen as of

April 4, 2025

from a high of $8.69 per dozen as of February 28, 2025. For more information about historical shell egg prices, see Part I Item I

of our 2024 Annual Report.

Our dozens sold for

the third quarter of

fiscal 2025 increased 10.2%

compared to the third

quarter of fiscal 2025.

Demand was

strong

during

the

third

fiscal

quarter,

which

typically

period

higher

seasonal

demand.

believe

that

other

factors

positively

impacting

demand

included

severe

weather

events

during

the

quarter,

including

the

historic

snowstorms

the

southern U.S. in

January 2025, which

prompted families to

stock up on

staples including eggs,

and reported recommendations

eggs

good

source

lean

protein

for

individuals

taking

GLP-1

medications.

addition

strong

consumer

demand

during the quarter,

we had an

increase in production capacity

with the acquisitions of

the commercial shell egg

production and

processing business of ISE during the first quarter of fiscal 2025.

Our farm

production costs

per dozen

produced for

the third

quarter of

fiscal 2025

decreased 5.7%,

or $0.06

compared to

the

prior year period,

primarily due to

lower feed costs.

Feed costs per

dozen produced decreased 9.6%,

or $0.05, compared

to the

third quarter

of fiscal

2024, primarily

due to

lower feed

ingredient prices.

For information

about historical

corn and

soybean

meal prices,

see Part

I Item

I of

our 2024

Annual Report.

Our egg

purchases and

other cost

of sales

increased $163.8

million

quarter-over-quarter and

$397.8 million

comparing year-to-date

periods, primarily

due to

higher shell

egg prices

as well

as an

increase

dozens

purchased

supply

eggs

for

our

customers,

including

those

acquired

our

ISE

acquisition,

during

the

higher seasonal demand cycle while the nation experienced lower supply due to HPAI.

Index

RESULTS OF OPERATIONS

The following table sets

forth, for the periods

indicated, certain items from

our Condensed Consolidated Statements

of Income

expressed as a percentage of net sales.

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Net sales

100.0

Cost of sales

49.5

68.9

58.2

78.9

Gross profit

50.5

31.1

41.8

21.1

Selling, general and administrative

5.6

9.3

7.0

11.6

(Gain) loss on involuntary conversions

—

(1.4)

—

(0.6)

Operating income

44.9

23.2

34.8

10.1

Total other income, net

1.9

3.2

1.6

2.2

Income before income taxes

46.8

26.4

36.4

12.3

Income tax expense

10.9

5.5

8.7

2.6

Net income

35.9

20.9

27.7

9.7

Less: Loss attributable to noncontrolling

interest

—

(0.1)

Net income attributable to Cal-Maine

Foods, Inc.

35.9

20.9

27.7

9.8

NET SALES

Total

net sales

for the

third quarter

of fiscal

2025 were

$1.4 billion

compared to

$703.1 million

for the

same period

of fiscal

2024.

Shell egg sales

represented 94.9% and 96.1%

of total net

sales for the

third quarters of fiscal

2025 and 2024,

respectively.

The

Company’s

shell

egg

offerings,

for

both

branded

and

private-label

products,

include

specialty

and

conventional

shell

eggs.

Specialty shell eggs include cage-free, organic, brown, free-range, pasture-raised and nutritionally enhanced eggs. Conventional

shell

eggs

sales

represent

all

other

shell

egg

sales

not

sold

specialty

shell

eggs.

The

Company’s

egg

products

offerings

include liquid and frozen egg products and ready-to-eat products such as hard-cooked eggs, egg wraps, protein pancakes, crepes

and wrap-ups. Other sales represent feed sales, miscellaneous byproducts and resale products.

Total

net sales

for the

thirty-nine weeks

ended March

1, 2025

were $3.2

billion, compared

to $1.7

billion for

the comparable

period of fiscal 2024.

Shell egg

sales represented

94.7% and

95.4% of

total net

sales for

the thirty-nine

weeks ended

March 1,

2025 and

March 2,

2024, respectively.

Index

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

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

% Change

March 1, 2025

March 2, 2024

% Change

Shell Eggs

1,345,382

675,912

99.0

2,990,756

1,608,377

85.9

Egg products

61,024

21,759

180.5

136,850

63,994

113.8

Other

11,279

5,405

108.7

30,621

13,283

130.5

Total net sales

1,417,685

703,076

101.6

3,158,227

1,685,654

87.4

The table below presents an analysis of our shell egg sales (in thousands, except percentage data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

March 1, 2025

March 2, 2024

Shell egg sales

Conventional

1,016,438

75.6

413,619

61.2

2,118,065

70.8

919,498

57.2

Specialty

328,944

24.4

262,293

38.8

872,691

29.2

688,879

42.8

Total shell egg sales

1,345,382

100.0

675,912

100.0

2,990,756

100.0

1,608,377

100.0

Dozens sold

Conventional

213,247

64.3

192,182

63.9

622,833

64.1

566,174

65.7

Specialty

118,148

35.7

108,597

36.1

348,385

35.9

295,904

34.3

Total dozens sold

331,395

100.0

300,779

100.0

971,218

100.0

862,078

100.0

Net average selling price per dozen

Conventional

4.766

2.152

3.401

1.624

Specialty

2.784

2.415

2.505

2.328

All shell eggs

4.060

2.247

3.079

1.866

Shell egg sales

Third Quarter – Fiscal 2025 vs. Fiscal 2024

In the

third quarter of

fiscal 2025,

conventional egg sales

increased $602.8 million,

or 145.7%,

compared to the

third

quarter

fiscal

2024,

primarily

due

121.5%

increase

the

prices

for

conventional

eggs,

which

resulted

$557.4 million increase in net sales, and a 11.0%

increase in the volume of conventional eggs sold, which resulted in a

$45.3 million increase in net sales. Results for

the third quarter of 2025 were positively impacted

by our acquisition of

ISE during the

current fiscal year

as well as

the resumption of

full operations at

our facility in

Chase, KS, which

was

shut down in the prior year quarter due to an HPAI outbreak.

Specialty egg sales increased

$66.7 million, or 25.4%,

in the third quarter

of fiscal 2025 compared

to the third quarter

fiscal

2024,

primarily

due

15.3%

increase

prices

for

specialty

eggs,

which

resulted

$43.6

million

increase

net

sales

and

8.8%

increase

the

volume

specialty

eggs

sold,

which

resulted

$23.1

million

increase in net sales.

See “Executive Overview” above for additional discussion.

Thirty-nine weeks – Fiscal 2025 vs. Fiscal 2024

For the thirty-nine weeks ended March 1, 2025,

conventional egg sales increased $1.2 billion, or 130.4%, compared to

the

same

period

fiscal

2024,

primarily

due

the

increase

the

prices

for

conventional

shell

eggs.

Prices

for

conventional

eggs increased

109.4%, which

resulted in

a $1.1

billion increase

in net

sales. A

10.0% increase

in the

volume of conventional eggs sold resulted in a $92.0 million increase in net sales.

Specialty egg

sales increased

$183.8 million,

or 26.7%,

for the

thirty-nine weeks

ended March

1, 2025

compared to

the same period in

fiscal 2024, primarily due

to a 17.7% increase

in the volume of

specialty eggs sold, which

resulted

in a

$122.2 million

increase in

net sales

and a

7.6% increase

in prices

for specialty

eggs, which

resulted in

a $61.7

million increase in net sales.

Index

Egg products sales

Third Quarter – Fiscal 2025 vs. Fiscal 2024

Egg

products

sales

increased

$39.3

million,

180.5%,

for

the

third

quarter

fiscal

2025

compared

the

same

period of

fiscal 2024,

primarily due

to a

200.5% increase

in sales

of liquid

eggs, which

had a

$22.0 million

positive

impact on net

sales, and

a 46.1% increase

in liquid eggs

pounds sold, which

resulted in a

$6.6 million increase

in net

sales. Results for the third quarter of 2025 were positively impacted by our

recent acquisition of ISE, which included a

breaking facility.

Sales from

hard-cooked eggs

increased $6.6

million or

181.5% in

the third

quarter of

fiscal 2025

compared to

fiscal

2024 as more processing capabilities are coming online from our investments in MeadowCreek.

Thirty-nine weeks – Fiscal 2025 vs. Fiscal 2024

Egg

products

sales

increased

$72.9

million,

113.8%,

primarily

due

118.0%

increase

sales

liquid

eggs,

which

had

$31.6

million

positive

impact

net

sales,

and

42.0%

increase

liquid

eggs

pounds

sold,

which

resulted in a $17.4 million increase in net sales.

Sales from hard-cooked eggs increased $18.7

million, or 188.6%, in the

first three quarters of fiscal 2025

compared to

the same period in fiscal 2024, primarily for the reasons described above.

Other

sales

increased

compared

the

prior

year

periods

primarily

due

higher

feed

sales

our

ISE

acquisition.

COST OF SALES

Cost of

sales consists

of costs

directly related

to producing,

processing and

packing shell

eggs, purchases

of shell

eggs from

outside

sources,

processing

and

packing

egg

products

and

other

non-egg

costs. Farm

production

costs

are

those

costs

incurred

the

egg

production

facility,

including

feed,

facility

(including

labor),

hen

amortization

and

other

farm

production costs.

The following table presents the key variables affecting our cost of sales (in thousands, except cost per dozen data):

Thirteen Weeks Ended

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

Change

March 1, 2025

March 2, 2024

Change

Cost of sales

Farm production

266,056

248,650

7.0

766,003

760,525

0.7

Processing, packaging,

and warehouse

101,631

86,423

17.6

292,165

253,096

15.4

Egg purchases and other

cost of sales

291,703

127,925

128.0

658,182

260,375

152.8

Egg products

42,180

21,506

96.1

122,502

56,523

116.7

Total cost of sales

701,570

484,504

44.8

1,838,852

1,330,519

38.2

Farm production costs (per

dozen produced)

Feed

0.492

0.544

(9.6)

0.489

0.564

(13.3)

Other

0.418

0.421

(0.7)

0.420

0.431

(2.6)

Total farm production cost

0.910

0.965

(5.7)

0.909

0.995

(8.6)

Outside egg purchases

(average cost per dozen)

5.10

2.44

109.0

3.69

2.09

76.6

Dozens produced

293,087

259,527

12.9

847,962

774,984

9.4

Percent produced to sold

88.4%

86.3%

2.4

87.3%

89.9%

(2.9)

Index

Farm Production

Third Quarter – Fiscal 2025 vs. Fiscal 2024

Feed

costs

per

dozen

produced

decreased

9.6%

the

third

quarter

fiscal

2025

compared

the

third

quarter

fiscal 2024.

This decrease

was primarily

due to

lower prices

for soybean

meal, one

of our

primary feed

ingredients.

The decrease in feed cost per dozen resulted in a decrease in cost of sales of $15.2 million for the third quarter of fiscal

2025 compared to the prior period quarter.

For the

third quarter of

fiscal 2025,

the average Chicago

Board of Trade

(“CBOT”) daily

market price was

$4.68 per

bushel

corn

and

$298

per

ton

soybean

meal,

representing

increase

3.8%

and

decrease

19.3%,

respectively, as compared to the average CBOT daily market prices for the third quarter of fiscal 2024.

Other farm production

costs decreased primarily due

to lower flock

amortization. Feed costs reached

their peak in the

second quarter of

fiscal 2023 and

have since trended

downward. Lower costs

result in lower

capitalized values of

the

flocks during the grow out phase, which reduced amortization cost over time.

Thirty-nine weeks – Fiscal 2025 vs. Fiscal 2024

Feed costs per

dozen produced decreased

13.3% in the

thirty-nine weeks ended

March 1, 2025

compared to the

same

period of

fiscal 2024, primarily

due to

lower feed

ingredient prices. The

decrease in

feed cost

per dozen

resulted in a

decrease in cost of sales of $63.6 million compared to the prior year period.

For the

year-to-date period,

the average

CBOT daily

market price

was $4.29

per bushel

of corn

and $316

per ton

soybean meal, representing decreases of

11.8%

and 21.5%, respectively,

compared to the average CBOT

daily market

prices for the comparable period in the prior year.

Other farm production costs decreased due to lower flock amortization, for the reasons described above.

Current

indications

for

corn

and

soybean

project

favorable

stocks-to-use

ratio

near

the

levels

prevailing

today

for

the

remainder of

fiscal 2025;

however,

as long

as outside

factors remain

uncertain (including

weather patterns

and global

supply

chain disruptions), volatility could remain.

Processing, packaging, and warehouse

Third Quarter – Fiscal 2025 vs. Fiscal 2024

Processing,

packaging,

and

warehouse

costs

increased

17.6%

compared

the

third

quarter

fiscal

2024

due

13.5% increase in the volume of processed dozens as well as an increase in costs of packaging materials.

Thirty-nine weeks – Fiscal 2025 vs. Fiscal 2024

Processing,

packaging,

and

warehouse

costs

increased

15.4%

compared

the

first

three

quarters

fiscal

2025,

primarily

due

10.3%

increase

the

volume

processed

dozens

well

increase

costs

packaging

materials.

Egg purchases and other cost of sales

Third Quarter – Fiscal 2025 vs. Fiscal 2024

Costs in

this category

increased primarily due

to higher

shell egg

prices as

the average

cost per

dozen of

outside egg

purchases increased 109.0%

compared to third

quarter of fiscal

2024, as well

as due to

an increase of

8.8% in dozens

purchased.

Dozens

purchased

increased

due

purchasing

eggs

supply

our

customers

during

the

higher

seasonal demand cycle while the nation experienced lower supply due to HPAI.

Thirty-nine weeks – Fiscal 2025 vs. Fiscal 2024

Costs in

this category

increased primarily due

to higher

shell egg

prices as

the average

cost per

dozen of

outside egg

purchases increased

76.6% compared

to fiscal

2024, as

well as

an increase

of 46.2%

in dozens

purchased, primarily

for the reasons described above.

GROSS PROFIT

Gross profit for the thirteen weeks ended

March 1, 2025 was $716.1 million compared

to $218.6 million for the same period

2024. Gross

profit for

the thirty-nine

weeks ended

March 1,

2025 was

$1.3 billion

compared to

$355.1 million

for the

same

period of

2024. The

increases were

primarily due

to higher

net average

selling prices,

particularly for

conventional eggs,

and

Index

higher

volumes,

well

lower

feed

ingredient

prices,

partially

offset

the

increase

volume

and

price

outside

egg

purchases.

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

Selling,

general,

and

administrative

(“SGA”)

expenses

include

costs

delivery,

marketing,

and

other

general

and

administrative expenses. Delivery expense

includes contract trucking expense

and all costs to

maintain and operate our

fleet of

trucks to

deliver products

to customers

including the

related payroll

expenses. Marketing

expense includes

franchise fees

that

are

submitted

Eggland’s

Best,

Inc.

(“EB”)

support

the

brand,

brokerage

and

commission

fees,

and

other

general

marketing expenses

such as

payroll expenses

for our

in-house sales

team. Other

general and

administrative expenses

include

corporate payroll

related expenses

and other

general corporate

overhead costs.

The following

table presents

an analysis

of our

SGA expenses (in thousands):

Thirteen Weeks Ended

March 1, 2025

March 2, 2024

$ Change

% Change

Delivery expense

23,476

18,832

4,644

24.7

Marketing expense

11,240

14,149

(2,909)

(20.6)

Other general and administrative

expenses

45,251

33,039

12,212

37.0

Total

79,967

66,020

13,947

21.1

Third Quarter – Fiscal 2025 vs. Fiscal 2024

Delivery expense

The increased delivery expense is primarily due to an increase

in our sales volumes of egg and egg products

compared

the

prior

year

period.

Contract

trucking

expenses

increased

connection

with

our

acquisition

ISE

and

our

facility in

Chase, KS

being

fully

operational in

the

current fiscal

quarter.

also obtained

some new

business and

additional shipping routes in order to meet our customers’ needs at their locations.

Marketing expense

The decrease in marketing

expense is primarily due to

a decrease in franchise fees.

The higher prices for conventional

eggs compared to specialty eggs diminished the need to promote specialty eggs; as a result EB temporarily reduced the

related franchise fees for certain specialty egg brands to encourage continued production of these branded

eggs.

Other general and administrative expense

The

increase

other

general

and

administrative

expense

primarily

due

both

increase

the

accrual

for

anticipated employee bonuses

and to the

increased adjustment to

the fair value

of contingent consideration

associated

with the

Fassio acquisition.

See further

discussion in

Note 4 – Fair Value Measurements

of the

Notes to

Condensed

Consolidated Financial Statements included in this Quarterly Report.

Thirty-nine Weeks Ended

March 1, 2025

March 2, 2024

$ Change

% Change

Delivery expense

68,206

54,229

13,977

25.8

Marketing expense

40,666

38,809

1,857

4.8

Litigation loss contingency accrual

—

19,648

(19,648)

(100.0)

Other general and administrative

expenses

110,660

82,158

28,502

34.7

Total

219,532

194,844

24,688

12.7

Thirty-six weeks – Fiscal 2025 vs. Fiscal 2024

Delivery expense

The increased delivery expense is primarily due to the reasons described above

Index

Marketing expense

The increase

in marketing

expense is

primarily due

to an

increase in

franchise fees

in the

first half

of fiscal

2025 as

specialty

egg

sales

increased,

partially

offset

the

reduction

fees

the

third

quarter

fiscal

2025

described

above.

Litigation loss contingency accrual

In the second quarter of fiscal 2024, we accrued a $19.6 million loss contingency relating to a jury decision returned in

pending

anti-trust

litigation.

See

further

discussion

Note 10 - Commitments and Contingencies

the

Notes

Condensed Consolidated Financial Statements included in this Quarterly Report.

Other general and administrative expense

The increase in other

general and administrative expense

is primarily for the

reasons described above, as

well as costs

associated with the acquisition of ISE assets that occurred during the first quarter of fiscal 2025.

GAIN ON INVOLUNTARY

CONVERSION

In the third quarter of fiscal 2024, we recorded a gain of $9.9 million due to recoveries under indemnity and insurance programs

that exceeded the amortized book value of the covered assets and our direct

costs, primarily related to the HPAI

outbreak at our

Kansas facility.

OPERATING

INCOME

For the

third quarter of

fiscal 2025,

we recorded

operating income of

$635.7 million

compared to

operating income of

$162.8

million for the same period of fiscal 2024.

For the thirty-nine weeks ended March 1,

2025, we recorded operating income of $1.1 billion

compared to operating income of

$170.3 million for the same period of fiscal 2024.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

operations,

such

interest

income

and

expense, equity in

income or loss of

unconsolidated entities, and patronage

dividends, among other

items. Patronage dividends

are paid to us from our membership in the EB cooperative.

For the third quarter of fiscal 2025, we

earned $12.8 million of interest income compared to $7.8 million for

the same period of

fiscal 2024, primarily due to higher average cash and cash

equivalents and investment securities available-for-sale balances and

yields. The Company recorded interest expense of $146 thousand and $247 thousand for the third quarters ended March 1, 2025

and March 2, 2024, respectively.

For the

thirty-nine weeks ended

March 1, 2025,

we earned $32.6

million of

interest income compared

to $22.4 million

for the

same period

of fiscal

2024, primarily due

to higher

average cash

and cash

equivalents and

investment securities

available-for-

sale balances and yields. The Company recorded interest expense of $457 thousand and $523 thousand for the thirty-nine weeks

ended March 1, 2025 and March 2, 2024, respectively.

INCOME TAXES

For the third quarter

of fiscal 2025, our

pre-tax income was $663.0

million, compared to $185.2 million

for the third quarter

fiscal 2024. Income tax expense of $154.9 million

was recorded for third quarter 2025 with

an effective tax rate of 23.4%.

This

includes the

discrete tax

benefit of

$5.7 million

associated with

the fiscal

2024 provision-to-return

adjustments. Excluding the

discrete tax

benefit, income

tax expense

was $160.8

million for

the third

quarter of

fiscal 2025

with an

adjusted effective

tax

rate

24.2%.

For

the

third

quarter

2024,

income

tax

expense

was

$38.8

million

with

effective

tax

rate

21.0%.

This

includes the

discrete tax

benefit of

$6.4 million

associated with

the fiscal

2023 provision-to-return

adjustments. Excluding the

discrete tax benefit, income tax expense was $45.2 million with an adjusted effective tax rate of 24.4%.

For

the

thirty-nine

weeks

ended

March

2025,

pre-tax

income

was

$1.1

billion,

compared

$208.0

million

for

the

same

period of fiscal

2024. Income tax

expense of $273.8

million was recorded

for the thirty-nine

weeks ended March

1, 2025 with

an effective tax rate of 23.8%. This includes the discrete tax benefit of $5.7 million associated with the fiscal 2024 provision-to-

return adjustments.

Excluding the

discrete tax

benefit, income

tax expense

was $279.5

million with

an adjusted

effective

tax

rate of

24.3%. For

the same

period of

fiscal 2024,

income tax

expense was

$44.7 million

with an

effective tax

rate of

21.5%.

Index

This includes the discrete tax benefit

of $6.4 million associated with the

fiscal 2023 provision-to-return adjustments. Excluding

the discrete tax benefit, income tax expense was $51.0 million with an adjusted effective tax rate of 24.5%.

Items causing

our effective

tax rate

to differ

from the

federal statutory

income tax

rate of

21% are

state income

taxes, certain

federal tax credits

and certain items included

in income or

loss for financial reporting

purposes that are

not included in taxable

income or loss

for income tax

purposes, including tax exempt

interest income, certain nondeductible

expenses, and net

income

or loss attributable to noncontrolling interest.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

Net income attributable

to Cal-Maine Foods,

Inc. for the

third quarter ended

March 1, 2025

was $508.5 million,

or $10.42 per

basic and $10.38 per diluted common share, compared to net income attributable to Cal-Maine Foods, Inc. of $146.7 million, or

$3.01 per basic and $3.00 per diluted common share, for the same period of fiscal 2024.

Net income attributable to Cal-Maine Foods, Inc. for the thirty-nine weeks ended March 1, 2025, was $877.6 million, or

$17.99

per

basic

and

$17.92

per

diluted

common

share,

compared

net

income

attributable

Cal-Maine

Foods,

Inc.

$164.6

million or $3.38 per basic and $3.37 per diluted common share, for the same period of fiscal 2024.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital and Current Ratio

Our working

capital was

$1.5 billion

at March

1, 2025

compared to

$1.0 billion

at June

1, 2024.

The calculation

of working

capital is defined as current

assets less current liabilities. Our current ratio

was 3.9 at March 1,

2025 compared to 5.5 at June

2024. The

decrease in

our current

ratio is

primarily due

to the

increase in

both income

taxes and

trade payables.

The current

ratio is calculated by dividing current assets by current liabilities.

Cash Flows from Operating Activities

For the

thirty-nine weeks

ended March

1, 2025,

$811.7 million

in net

cash was

provided by

operating activities,

compared to

$237.6

million

provided

operating

activities

for

the

comparable

period

fiscal

2024.

The

increase

cash

flow

from

operating

activities

resulted

primarily

from

higher

net

average

selling

prices

per

dozen,

particularly

for

conventional

eggs,

increased

volume

sales

and

decrease

feed

ingredient

costs

compared

the

prior-year

period,

partially

offset

the

increase in volume and price of outside egg purchases.

Cash Flows from Investing Activities

For the thirty-nine weeks ended March 1, 2025,

$385.1 million was used in investing activities, primarily due

to the acquisition

of assets of

ISE, and purchases of

property, plant

and equipment compared

to $118.4

million used in

investing activities in the

same period of fiscal 2024, primarily

due to purchases of investment securities.

Purchases of investment securities were $813.1

million during the thirty-nine weeks ended March 1, 2025 and sales and maturities of investment securities were $654.4

million

during the period. Sales

and maturities of investment securities

were $273.9 million in the

prior year period while

purchases of

investment

securities were

$243.5

million

during

the

period.

The

increase

sales

and

maturities

investment

securities

primarily due

to the

maturities of

short-term investments

during the

first three

quarters of

fiscal 2025.

Cash paid

for business

acquisitions

was

$116.2

million

the

thirty-nine

weeks

ended

March

2025,

primarily

the

ISE

acquisition,

and

$53.7 million in the prior year period, related to the Fassio acquisition. Purchases of property,

plant and equipment were $115.4

million and

$96.0 million

in the

first three

quarters of

fiscal 2025

and 2024,

respectively,

primarily reflecting

progress on

our

construction projects.

Cash Flows from Financing Activities

paid

dividends of

$160.8 million

for the

thirty-nine weeks

ended March

2025

compared to

$43.0 million

in the

same

prior-year period.

As of

March 1,

2025, cash

increased $259.4

million since

June 1,

2024, compared

to $74.3

million during

the same

period of

fiscal 2024. The increase is primarily due to the increase in net sales during fiscal 2025.

Index

Credit Facility

November

15,

2021,

entered

into

credit

agreement

that

provides

for

senior

secured

revolving

credit

facility

(the

“Credit Facility”), in an initial aggregate principal amount of up to

$250 million with a five-year term. As of March 1, 2025,

amounts were borrowed under

the Credit Facility and

we had $4.7

million in outstanding

standby letters of

credit issued under

our Credit Facility for the

benefit of certain insurance companies. On

March 25, 2025, we entered

into the Second Amendment

the

Credit

Facility.

Refer

Part

Item

Notes

Consolidated

Financial

Statements,

Note 11 – Subsequent Events

included

this

report,

Exhibit

10.2

this

report

and

Part

Item

Notes

Consolidated

Financial

Statements

and

Supplementary Data, Note 10

- Credit Facility included

in our 2024

Annual Report for further

information regarding our long-

term debt.

Share Repurchase Program

On February

25, 2025,

the Board

of Directors

approved a

new $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 expects to strategically and opportunistically repurchase shares from time to time through solicited or unsolicited

transactions in the

open market, in

privately negotiated transactions

or by other

means in accordance

with securities laws.

It is

also

possible

that

the

Company could

use

portion of

its share

repurchase

program to

repurchase

some of

the

Company’s

Common

Stock

held

the

family

our

late

founder,

Fred

Adams

Jr.,

part

their

potential

portfolio

diversification.

Any

repurchases

from

the

family

would

require

special

approval

from

Special

Committee

the

Board

Directors.

The

Company

expects

that

repurchases

under

the

program

will

funded

from

one

combination

existing cash

balances and

future free

cash flow.

The share

repurchase program

does not

obligate the

Company to

repurchase

any specific

amount of

shares, does

not have

an expiration

date, and

may be

suspended, modified

or discontinued

at any

time

without prior notice.

Dividends

accordance

with

our

variable

dividend

policy,

will

pay

cash

dividend

totaling

approximately

$169.5

million,

approximately $3.456 per share, to holders

of our Common Stock and Class

A Common Stock with respect to

our third quarter

of fiscal 2025. The amount paid per share will vary based on

the number of outstanding shares on the record date. The dividend

is payable on May 15, 2025 to holders of record on April 30, 2025.

Material Cash Requirements

Material cash

requirements for operating

activities primarily consist

of feed

ingredients, processing, packaging

and warehouse

costs, employee related costs, and

other general operating expenses, which

we expect to be paid

from our cash from operations

and cash and investment

securities on hand for

at least the next

12 months. While volatile

egg prices and feed

ingredient costs,

among

other

things, make

long-term predictions

difficult,

have

substantial liquid

assets and

availability under

our

Credit

Facility to fund future operating requirements.

Our material cash

requirements for capital expenditures

consist primarily of our

construction projects to

increase our cage-free

production

capacity.

continue to

monitor the

increasing demand

for cage-free

eggs and

engage with

our

customers

efforts

to achieve

a smooth

transition toward

their announced

timelines for

cage-free egg

sales. The

following table

presents

material construction projects approved as of March 1, 2025 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of March 1,

2025

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses

Fiscal 2025

4,396

3,796

600

Feed Mills

Fiscal 2026

16,593

8,055

8,538

Egg Products Expansion

Fiscal 2026

20,213

7,093

13,120

Cage-Free Layer & Pullet Houses

Fiscal 2026

199,667

155,444

44,223

240,869

174,388

66,481

Index

These projects

include the

addition of

five new

cage-free layer

houses and

two pullet

houses across

our locations

in Florida,

Georgia,

Utah

and

Texas.

expect

the

projects

completed

calendar

2025

with

expected

additional

production

capacity

for

approximately

1.1

million

cage-free

layer

hens

and

250

thousand

pullets.

are

also

investing

$15

million

expand our egg products processing facility in Blackshear, Georgia to add extended shelf-life liquid eggs products.

believe our

current cash

balances, investments,

projected cash

flows from

operations, and

available borrowings

under our

Credit

Facility

will

sufficient

fund

our

capital

expenditure

cash

needs

for

least

the

months

and

fund

our

capital commitments currently in place thereafter.

IMPACT OF RECENTLY

ISSUED/ADOPTED ACCOUNTING STANDARDS

For

information

changes

accounting

principles

and

new

accounting

policies,

see

Note 1 - Summary of Significant

Accounting Policies

of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting

estimates are

those estimates

made in

accordance with

U.S. generally

accepted accounting

principles that

involve

significant

level

estimation

uncertainty

and

have

had

are

reasonably

likely

have

material

impact

our

financial condition

or results

of operations.

There have

been no

changes to

our critical

accounting estimates

identified in

our

2024 Annual Report.

ITEM 3. QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposure to market risk during the thirty-nine weeks ended March 1, 2025 from the

information provided in Part II Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual

Report.

ITEM 4.

CONTROLS

AND

PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls

and procedures are

designed to

provide reasonable assurance

that information required

to be disclosed

by us in the reports we file

or submit under the Exchange Act is recorded,

processed, summarized and reported, within the time

periods specified

in the

Securities and

Exchange Commission’s

rules and

forms. Disclosure controls

and procedures

include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports

that

we file or submit under

the Exchange Act is accumulated and

communicated to management, including our principal

executive

and

principal

financial

officers,

persons

performing

similar

functions,

appropriate

allow

timely

decisions

regarding

required disclosure. Based on an evaluation of our disclosure controls and procedures conducted by our Chief Executive Officer

and

Chief

Financial

Officer,

together

with

other

financial

officers,

such

officers

concluded

that

our

disclosure

controls

and

procedures were effective as of March 1, 2025 at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change

in our internal control

over financial reporting that

occurred during the quarter

ended March 1, 2025

that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Index

PART

II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

Refer

the

discussion

certain

legal

proceedings

involving

the

Company

and/or

its

subsidiaries

(i)

our

2024

Annual

Report,

Part I

Item 3

Legal Proceedings,

and Part

Item 8,

Notes

to Consolidated

Financial

Statements and

Supplementary

Data,

Note

Commitments

and

Contingencies,

and

(ii)

this

Quarterly

Report

Note 10

- Commitments and

Contingencies

the

Notes

Condensed

Consolidated

Financial

Statements,

which

discussions

are

incorporated

herein

reference.

ITEM 1A.

RISK

FACTORS

Except as set

forth below,

there have been

no material changes

in the risk

factors previously disclosed

in the Company’s

2024

Annual Report.

Provisions of

our certificate

of incorporation,

bylaws, and

Delaware law

may make

an acquisition

of us

or a

change in

our management more difficult.

Certain

provisions of

our certificate

incorporation and

bylaws could

discourage, delay

prevent a

merger,

acquisition or

other change

in control

that stockholders may

consider favorable,

including transactions

in which

an investor

might otherwise

receive a premium for

its shares. These provisions

also could limit the

price that investors might

be willing to pay

in the future

for

our

Common

Stock,

thereby

depressing

the

market

price

our

Common

Stock.

Stockholders

who

wish

participate in these transactions may not

have the opportunity to do

so. Furthermore, these provisions could prevent or

frustrate

attempts by our stockholders to replace or remove our management. These provisions:

●

provide for the

division of the

Board into three

classes as nearly

equal in size as

practicable with staggered three-year

terms and limit the removal of directors and the filling of vacancies;

●

authorize our Board to set the

terms of and issue preferred stock, without

stockholder approval, that could be issued to

persons friendly to management

or could operate as

a “poison pill” to

dilute the stock ownership

of a potential hostile

acquirer to prevent an acquisition that is not approved by our Board;

●

prohibit stockholder action by written consent;

●

prohibit stockholders from calling special meetings of stockholders;

●

establish advance notice

requirements for stockholder

nominations to our

Board or for

stockholder proposals that

can

be acted on at stockholder meetings; and

●

require the

approval of

the holders

least 66-2/3%

the voting

power of

all then

outstanding shares

of capital

stock of the Company entitled to vote generally in the election of directors, voting together as a single class, in order to

amend our certificate of incorporation and bylaws.

In addition,

we are

governed by

the provisions

of Section

203 of

the Delaware

General Corporation

Law,

which may,

unless

certain criteria

are met,

prohibit large

stockholders, in

particular those

owning 15%

or more

of our

outstanding voting

stock,

from merging or combining with us for a prescribed period of time.

The potential loss, or loss, of controlled company status could disrupt our business.

Our Company has been

controlled by members of

the family of our

founder, Fred

R. Adams, Jr.

since its founding and

since it

became

public

company.

previously

disclosed,

family

members

have

informed

the

Company

that

they

are

potentially

interested

in diversifying

their respective

financial

portfolios,

including through

the

potential sale

all

portion

their

equity

interests

the

Company

(the

“Potential

Portfolio

Diversification”),

which

could

involve

the

conversion

all

the

outstanding

Class

Common

Stock.

Such

conversion

would

result

the

family

longer

controlling

majority

the

voting

power

our

outstanding

equity

securities

and

our

Company

ceasing

“controlled

company”

under

Nasdaq

rules. Adolphus B. Baker,

Board Chair and a family

member, has indicated

that he is willing to

serve as executive Board Chair

at least

through

our 2027

annual meeting

of stockholders.

The effect

of the

loss of

controlled company

status on

the trading

price of our Common Stock and on our business is uncertain, including our ability to retain and hire key personnel and maintain

relationships

with

customers and

suppliers, and

our

operating

results. In

addition, our

business

may

likely

disrupted by persons seeking

to influence or effect

a change of control,

change of management or

change in governance of

our

Company. Any such disruptions to our business could have a material adverse effect on our operations and financial results.

Index

Sales of substantial amounts of our Common Stock in

the public markets, or the perception that

such sales might occur,

could cause the trading price of our Common Stock to decline.

Sales of a substantial number of shares of

our Common Stock into the public markets in

connection with the Potential Portfolio

Diversification, or the perception that such sales might occur, could cause the trading price of our Common Stock to decline.

The recent

high market

prices for

eggs, primarily caused

by the

HPAI-related

reduction in

supply,

has led

to pressure

from

customers

change

long-standing

market-based

pricing

frameworks

and/or

otherwise

reduce

the

price

our

eggs. A

material

change

our

sales

arrangements

with

key

customers

could

have

material

adverse

effect

our

revenues,

gross

profits

and

net

income.

Other

reactions

high

egg

prices,

including

state

federal

government

agencies, may also adversely impact our business.

Market prices for wholesale shell eggs have been volatile

and cyclical over time. Market prices for eggs

tend to increase during

and following outbreaks

of agricultural diseases

in the

egg industry

that reduce the

supply of

eggs, which has

occurred during

the current

HPAI

outbreak, until

the supply

and demand

balance is

restored. Many

of our

sales arrangements

with customers,

particularly for conventional eggs, are based on formulas that take into account, in varying ways, independently quoted regional

wholesale market prices

for eggs. The

recent high market

prices for eggs

have led to

pressure from customers

to change

long-

standing market-based pricing frameworks and/or otherwise

reduce the price of our

eggs. To

remain competitive and retain our

customers

and

gain

new

ones,

must

consider

our

customer

relationships

and

the

reactions

and

potential

reactions

competitors.

material

change

our

sales

arrangements

with

key

customers

could

have

material

adverse

effect

our

revenues and gross profits.

Other

reactions

high

egg

prices

may

also

adversely

impact

our

business.

February

26,

2025,

the

U.S.

Secretary

Agriculture announced

a $1

billion-dollar comprehensive

strategy to

curb HPAI,

protect the

U.S. poultry

industry,

and lower

egg prices. The Secretary’s

five-pronged strategy includes an additional $500

million for biosecurity measures, $400 million

financial relief for affected

farmers, and $100 million

for vaccine research, actions

to reduce regulatory burdens,

and exploring

temporary

egg

import

options.

disclosed

elsewhere

herein,

March

2025,

received

civil

investigative

demand

connection with a widely publicized investigation

by the Antitrust Division of

the Department of Justice into

the causes behind

nationwide increases

in egg

prices. In

addition, persistent

high egg

prices during

the peak

of the

current HPAI

outbreak may

have caused

and may

in the

future cause

some consumers

to purchase

fewer eggs.

Such persistent

high-price cycles

may also

increase

attention

the

egg

industry

state

and

federal

government

agencies,

which

may

lead

additional

government

investigations or related

activities. The potential impacts

of these reactions

on our business

are unclear,

unpredictable and may

divert our resources and attention from our core business activities, and they may have an adverse effect that could be material.

For

additional

information,

see,

this

report,

Part

Item

Notes

the

Consolidated

Financial

Statements,

Note 10 -

Commitments and Contingencies

and Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results

Operations –

HPAI.

See

also the

following risk

factors in

Part I.

Item IA.

in our

2024 Annual

Report:

“Market prices

wholesale shell eggs are

volatile, and decreases in

these prices can adversely impact our revenues

and profits.”; “Agricultural

risks, including outbreaks of avian diseases such as HPAI,

have harmed and in the future could harm our business.”

Current and

future

litigation and

other legal

matters could

expose us

to significant

liabilities and

adversely affect

our

business reputation.

and

certain of

our

subsidiaries are

involved in

various legal

proceedings and

other

legal matters.

Litigation, government

investigations and

other legal

matters are

inherently unpredictable,

and although

we believe

we have

meaningful defenses

these matters,

we may

incur liabilities

due to

adverse judgments

or enter

into settlements

of claims

that could

have a

material

adverse effect

on our

results of operations,

cash flow

and financial condition.

For further

discussion, see, in

this report,

Part I.

Item 1.

Notes to

the Consolidated

Financial Statements,

Note 10

– Commitments

and Contingencies

and, in

our 2024

Annual

Report,

Part

Item

Legal

Proceedings

and

Part

II.

Item

Notes

the

Consolidated

Financial

Statements,

Note

–

Commitments and Contingencies. Such lawsuits, investigations

and other legal matters are

expensive to respond to and

defend,

divert management’s

attention, and may

result in

significant adverse judgments

or settlements.

Legal proceedings may

expose

negative

publicity,

which

could

adversely

affect

our

business

reputation

and

customer

preference

for

our

products

and

brands.

The Company’s pending Echo Lake Acquisition may not be completed and, if completed, may not achieve the results we

anticipate.

The completion

of the

Company’s

pending acquisition

of Echo

Lake Foods

is subject

to a

number of

risks and

uncertainties,

many of which are outside of the Company’s control, including:

●

conditions to the closing of the proposed transaction may not be satisfied;

Index

●

antitrust clearance required for the proposed transaction may not be obtained, or required antitrust clearance may delay

the

proposed

transaction

result

the

imposition

conditions

that

could

have

material

adverse

effect

the

Company

Echo

Lake

Foods

cause

certain

conditions

closing

not

satisfied,

which

could

result

the

termination of the acquisition agreement;

●

the timing of completion of the proposed transaction is uncertain;

●

the

business

the

Company

Echo

Lake

Foods

may

suffer

result

uncertainty

surrounding

the

proposed

transaction;

●

events, changes or other circumstances could occur that could give rise to the termination of the acquisition agreement;

●

there are

risks related

to disruption of

management’s

attention from

the ongoing

business operations

of the

Company

or Echo Lake Foods due to the proposed transaction;

●

the

announcement

pendency

the

proposed

transaction

could

affect

the

relationships

the

Company

Echo

Lake

Foods

with

its

customers,

supplier,

operating

results

and

business

generally,

including

the

ability

the

Company or Echo Lake Foods to retain employees; and

●

the Company or

Echo Lake Foods

may be adversely

affected by other

economic, business, and/or

competitive factors

as well as management’s response to any of the aforementioned factors.

Although we have already

diversified our business with

ready-to-eat product offerings,

the Echo Lake Acquisition

represents a

significant expansion of

this strategy.

Accordingly, we

may experience unexpected

challenges in integrating

and managing the

business of

Echo Lake

Foods. Integrating

Echo Lake

Foods’ business

may be

more costly

or time

consuming than

we expect.

Even if

the acquisition

is completed

and the

business of

Echo Lake

Foods is

successfully integrated,

we may

not realize

the

benefits

expect

from

the

acquisition,

including

the

synergies,

cost

savings,

reduction

earnings

volatility,

margin

expansion, financial returns, expanded customer relationships, or sales or growth opportunities.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table is a summary of our third quarter 2025 share repurchases:

Issuer Purchases of Equity Securities

Total Number of

Maximum Approximate

Shares Purchased

Dollar Value of

Total Number

Average

as Part of Publicly

Shares that May Yet

of Shares

Price Paid

Announced Plans

Be Purchased Under

Period

Purchased (1)

per Share

Or Programs

the Plans or Programs (2)

12/01/24 to 12/28/24

—

12/29/24 to 01/25/25

35,202

109.97

—

01/26/25 to 03/01/25

198

107.78

—

500,000,000

35,400

109.96

—

500,000,000

(1)

As permitted under our Amended and Restated 2012 Omnibus Long-Term

Incentive Plan, 32,023 shares were withheld by us to satisfy tax withholding

obligations

for employees

in connection

with the

vesting of

restricted common

stock.

assist

outside

directors with

the payment

of taxes

due

upon

vesting of restricted stock, 3,377 shares were purchased.

(2)

On February 25, 2025, the Company announced a new $500 million share repurchase

program. The share repurchase program authorizes the Company,

management’s discretion,

to repurchase shares of

Common Stock from time

to time for an

aggregate purchase price

up to $500 million

(exclusive of any

fees, taxes, commissions or other expenses related to such repurchases), subject to market conditions

and other factors.

ITEM 5.

OTHER INFORMATION

Echo Lake Purchase Agreement

April 8, 2025,

the

Company

entered

into

Securities

Purchase

Agreement

(the

“Purchase

Agreement”),

with

Echo

Lake

Foods,

Inc.

(“Echo

Lake

Foods”),

Scott

Meinerz,

Sellers’

Representative,

and

certain

selling

entities

owned

the

Wisconsin-based

Meinerz

family

(collectively,

the

“Sellers”).

Under

the

Purchase

Agreement,

the

Company

has

agreed

acquire Echo

Lake Foods

and certain

related companies

(collectively,

the “Echo

Lake Company

Group”) for

a cash

purchase

price of

approximately $258 million, excluding

expected tax

assets resulting from

the transaction,

to be

funded from

available

cash

hand

(the

“Echo

Lake

Acquisition”).

The

purchase

price

subject

customary

working

capital

and

adjustments.

Echo

Lake Foods

was

founded

in 1941

and

acquired by

the

Meinerz

family

1981. Based

Burlington, Wisconsin,

Echo

Lake

Foods

produces,

packages,

markets

and

distributes

ready-to-eat

egg

products

and

breakfast

foods,

including

waffles,

pancakes, scrambled

eggs, frozen

cooked omelets, egg

patties, toast and

diced eggs.

Echo Lake Foods

had annual

revenues of

Index

approximately $240 million

in 2024.

Echo Lake

Foods will

operate as

a stand-alone

component of

the Company’s

integrated

operations with its four production facilities strategically located in Wisconsin, Indiana and Kentucky.

The transaction

is expected

to close

in the

Company’s

fourth fiscal

quarter.

The transaction

is not

subject to

approval by

the

Company’s stockholders

or by the

equityholders of any

member of the

Echo Lake Company

Group. The consummation

of the

Echo Lake Acquisition

is subject to

customary closing conditions, including,

among others, (i) the

expiration or termination of

the applicable waiting

period under the

Hart-Scott-Rodino Antitrust Improvements

Act of 1976,

as amended (the

“HSR Act”),

(ii) the

accuracy

the

representations

and

warranties

each

party

(subject

certain

materiality

qualifiers),

and

(iii) the

performance in all material respects by each party of its obligations under the Purchase

Agreement. The Company’s obligations

are also conditioned upon the absence of a material adverse effect on the Echo Lake Company Group.

The Purchase

Agreement also

contains customary

representations, warranties

and covenants,

including covenants

by the

Echo

Lake

Company Group

to conduct

its business

the ordinary

course consistent

with past

practice

and to

refrain from

taking

certain actions prior to the closing of the transaction without the Company’s

consent. In addition, the Sellers and the Echo Lake

Group have agreed

not to directly

or indirectly solicit

competing acquisition proposals

or to

enter into discussions

concerning,

or provide confidential information in connection with, any unsolicited competing acquisition proposals.

the

Echo

Lake

Acquisition

has

not

closed by

July 7, 2025

(“Outside

Date”),

then

either

the

Sellers’

Representative or

the

Company

may

terminate

the

Purchase

Agreement.

However,

the

closing

has

not

occurred

solely

because

the

applicable

waiting period under the HSR Act

has not expired or been terminated,

and all other conditions to closing

have been satisfied or

waived

(other than

those pre-closing

restructuring steps

and

conditions that

their terms

are to

be satisfied

the closing),

either the Company or the Sellers’ Representative may extend the Outside Date for up to an additional 30 days.

The

foregoing

summary

the

Purchase Agreement

and

the

transactions contemplated

the

Purchase

Agreement does

not

purport

complete

and

subject

to,

and

qualified

its

entirety

by,

the

full

text

the

Purchase Agreement,

copy

which is attached to this

Form 10-Q as Exhibit 10.5 and is incorporated

herein by reference. The Purchase Agreement

has been

included

provide

investors

and

stockholders

with

information

regarding

its

terms.

not

intended

provide

any

other

factual

information

about

the

Company,

the

Echo

Lake

Company

Group.

The

representations,

warranties

and

covenants

contained in the

Purchase Agreement were

made only for

purposes of the

Purchase Agreement as

of the specific

dates therein,

were

solely

for

the

benefit

the

parties

the

Purchase

Agreement,

may

subject

limitations

agreed

upon

the

contracting parties,

including being

qualified by

confidential disclosures

made for

the purposes

allocating contractual

risk

between the parties to the Purchase Agreement instead of establishing these matters

as facts, and may be subject to standards of

materiality

applicable

the

contracting

parties

that

differ

from

those

applicable

investors.

Investors

are

not

third-party

beneficiaries

under

the

Purchase

Agreement

and

should

not

rely

the

representations,

warranties

and

covenants

any

descriptions thereof

as characterizations

of the

actual state

of facts

or condition

of the

Company or

the Echo

Lake Company

Group. Moreover, information concerning

the subject matter of the

representations and warranties may change

after the date of

the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Severance and Change in Control Agreements

Effective as of April 8, 2025, the Company entered into a Severance and Change in Control Agreement (each, an “Agreement”)

with

each

Sherman

Miller,

Max

Bowman,

Todd

Walters,

Rob

Holladay

and

Scott

Hull

(each,

“Executive”

and

collectively,

the “Executives”).

The Agreements

continue in

effect through

May 31,

2030, after

which they

will automatically

renew

for

additional one-year

periods unless

prior

written notice

non-renewal

provided by

the Company

accordance

with the terms of the Agreement.

Under each

Agreement, if

the Company

terminates the

Executive without

Cause or

the Executive

terminates employment

for

Good Reason during the term of

the Agreement and prior to a

Change in Control (as such terms

are defined in the Agreement),

the Executive will receive

a lump-sum cash payment

equal to the sum

of (a) an amount

in lieu of his

annual bonus for the

year

termination

equal

the

average

the

annual

bonuses

awarded

the

Executive

for

the

three

fiscal

years

immediately

preceding

the termination

date (the

“Termination

Bonus”), plus

(b)

two times

for Mr.

Miller

and one

and

one-half times

for

each other

Executive the

sum of

(i) the

Executive’s

base salary

in effect

at the

time of

termination plus

(ii) the

average of

the

annual bonuses awarded to

the Executive for the

three fiscal years immediately

preceding the termination date.

In addition, the

Company shall continue

to provide insurance

and welfare benefits

to the Executive

until the

earlier of the

third anniversary of

the termination date or the date the Executive accepts new employment (the “Benefit Continuation”).

Additionally,

the

Company

its

successor

terminates

the

Executive

during

the

two-year

period

following

Change

Control, other than

by reason of

death, disability or

Cause, or the

Executive terminates employment for

Good Reason (as

such

terms

are

defined

the

Agreement),

the

Executive

will

receive

lump-sum

cash

payment

equal

the

sum

(a)

his

Termination

Bonus plus

(b) three

times for

Mr.

Miller and

two times

for each

other Executive

the sum

of (i)

the Executive’s

base salary

in effect

at the

termination date,

or if

higher, immediately

preceding the

Change in

Control (with

such base

salary

Index

being determined without

regard to any

reduction that would

provide the Executive

a basis to

terminate employment for

Good

Reason),

plus

(ii)

the

average

the

annual

cash

bonuses

paid

the

Executive

for

the

three

full

fiscal

years

immediately

preceding the date of the Change in Control,

or, if a higher amount

results, the termination date. In addition, the Company shall

provide

the

Benefit

Continuation.

any

part

the

payments

benefits

received

the

Executive

connection

with

termination following a Change in Control constitutes an excess parachute payment under Section 4999 of the Internal Revenue

Code,

the

Executive

will

receive

the

greater

(a)

the

amount

such

payments

and

benefits

reduced

that

none

the

amount constitutes an

excess parachute payment,

net of income

taxes, or (b)

the amount of

such payments and

benefits, net of

income taxes and net of excise taxes under Section 4999 of the Internal Revenue Code.

The

Agreements

also

require

the

Executives

deliver

release

favor

the

Company

order

receive

the

severance

benefits.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form

of the Severance and Change in Control Agreement, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Performance Share Unit Awards

The Compensation

Committee (the

“Committee”) of the

Company’s Board

of Directors

has implemented

a new

performance-

based component under the Company’s

long-term executive compensation program, which provides for awards of performance

share units (“PSUs”) to certain key

executives. On April 8, 2025, the

Committee approved awards of PSUs to

each of Sherman

Miller, Max Bowman, Todd

Walters, Rob

Holladay, Adolphus Baker

and Scott Hull, which awards will be

effective on June 1,

2025

(the

“Grant

Date”).

The

number

PSUs

granted,

which

amount

represents

the

target

award,

will

determined

dividing 40%

of each

executive’s current

base salary

by the

per share

closing price

of the

Company’s Common

Shares on

the

Grant Date, and

rounding down to

the nearest unit.

Each PSU represents

the right to

receive one Common

Share, provided the

applicable service and performance conditions are met. Specifically, the terms of the PSUs provide that they will pay out

after a

three-year performance

period contingent

on (a)

the executive’s

continued service

through the

performance period,

except as

otherwise

provided

the

Performance

Unit

Agreement,

and

(b)

the

Company’s

achievement

specific

performance

goals

tied

the

following

two

equally

weighted

measures:

the

Company’s

cumulative

adjusted

EBITDA

and

relative

total

shareholder

return

compared

peer

group.

Depending

the

level

achievement

these

two

measures

over

the

performance period, the PSUs will pay out between 0% and 150% of the target award.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the form

of the Performance Share Unit Agreement, which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

Index

ITEM 6. EXHIBITS

Exhibits

No.

Description

3.1

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

Exhibit 3.1 to the Registrant’s Form 8-K, filed March 27, 2025)

3.2

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

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

10.1

Agreement Regarding Conversion dated February 25, 2025 by and among Cal-Maine Foods, Inc., DLNL,

LLC, and each member of DLNL, LLC (incorporated by reference to Exhibit 99.1 to the Registrant’s Form

8-K, filed February 25, 2025)

10.2

Second Amendment entered into as of March 25, 2025 to Amended and Restated Credit Agreement

between Cal-Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative

agent and the lenders party thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K,

filed March 27, 2025)

10.3

Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 99.2

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

10.4

Amendment No. 1 to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term

Incentive Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed March 27,

2025)

10.5

Echo Lake Purchase Agreement

10.6

Severance and Change in Control Agreements

10.7

Performance Share Unit Awards

31.1*

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

31.2*

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

32**

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

101.SCH*+

Inline XBRL Taxonomy Extension Schema Document

101.CAL*+

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*+

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*+

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*+

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith as an Exhibit.

Furnished herewith as an Exhibit.

Submitted electronically with this Quarterly Report.

Index

SIGNATURES

Pursuant to the

requirements of the

Securities Exchange Act

of 1934, the

registrant has duly

caused this report

to be signed

its behalf by the undersigned, thereunto duly authorized.

CAL-MAINE FOODS, INC.

(Registrant)

Date:

April 8, 2025

/s/ Max P.

Bowman

Max P.

Bowman

Vice President, Chief Financial Officer

(Principal Financial Officer)

໿

Date:

April 8, 2025

/s/ Matthew S. Glover

Matthew S. Glover

Vice President – Accounting

(Principal Accounting Officer)

໿