STOCK TITAN

Egg price reset hits results at Cal-Maine Foods (NASDAQ: CALM) in Q2 2026

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Cal-Maine Foods’ latest quarter shows lower profits as egg prices normalize from prior-year highs, partly offset by growth in prepared foods and recent acquisitions. Net sales for the thirteen weeks ended November 29, 2025 fell to $769.5 million from $954.7 million, with net income attributable to the company down to $102.8 million from $219.1 million as conventional egg prices dropped sharply.

Prepared foods revenue surged to $71.7 million from $10.4 million, driven by the Echo Lake Foods acquisition, while specialty egg revenue held roughly flat. The company closed a $275.4 million Echo Lake deal and a $23.7 million Clean Egg asset purchase, expanding cage-free and prepared foods capacity.

Cal-Maine ended the quarter with $371.4 million in cash and $769.5 million of available-for-sale securities, and paid $34.2 million in dividends for the quarter under its policy of distributing one-third of quarterly GAAP net income. Ongoing legal matters include a $43.6 million antitrust judgment in the egg products case (with a $19.6 million accrual and appeal pending) and an Oklahoma watershed ruling with about $70,000 in penalties plus long-term remediation obligations.

Positive

  • Rapid growth in prepared foods: Prepared foods revenue rose to $71.7 million for the quarter from $10.4 million a year earlier, largely from the Echo Lake Foods acquisition, broadening Cal-Maine’s earnings base beyond shell eggs.
  • Strategic acquisitions and cage-free expansion: The company completed a $275.4 million Echo Lake Foods deal and a $23.7 million Clean Egg asset purchase, adding cage-free capacity and expanding its presence in higher-value prepared foods.

Negative

  • Sharp earnings decline on lower egg prices: Quarterly net sales fell from $954.7 million to $769.5 million and net income attributable to the company dropped from $219.1 million to $102.8 million as conventional shell egg prices per dozen declined 38.8%.
  • Material legal and remediation exposures: A $43.6 million antitrust judgment in the egg products case (with a $19.6 million accrual and appeal pending) and long-term funding obligations under the Oklahoma watershed ruling add ongoing financial and operational burdens.

Insights

Normalized egg prices cut profits sharply, while acquisitions accelerate diversification into prepared foods.

Cal-Maine Foods reported thirteen-week net sales of $769.498M, down from $954.671M, as the net average selling price per dozen shell eggs dropped 26.5% to $2.014. Conventional egg prices fell even more, down 38.8% to $1.802 per dozen, reflecting improved industry supply and less panic buying versus last year’s HPAI-related disruptions.

Despite weaker egg pricing, gross profit for the quarter remained solid at $207.386M, though well below last year’s $356.042M. Feed cost per dozen produced declined slightly, but other farm production costs rose, pushing farm production cost per dozen up 2.8%. The company maintained a strong balance sheet with $369.450M of cash and cash equivalents and $769.538M of investment securities as of November 29, 2025, supporting its acquisition program and dividend policy.

Diversification is evident: prepared foods revenue increased to $71.650M from $10.439M in the quarter, largely due to the $275.406M Echo Lake Foods acquisition, while specialty shell egg sales were stable at $285.702M. However, litigation remains a notable overhang. The Kraft egg products case carries a final judgment of $43.6M after trebling and a related $19.6M accrual, and the Oklahoma watershed case imposes about $70k in penalties plus shared funding of a $10M remediation fund with ongoing top-ups over a 30-year term.

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Index
1
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
November 29, 2025
or
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
by
check
mark
whether
the
registrant: (1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
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
No
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
No
Indicate by check mark whether the registrant
is a large
accelerated filer, an accelerated filer,
a non-accelerated filer, a
smaller
reporting
company,
or
an
emerging
growth
company.
See
the
definitions
of
“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
If
an
emerging
growth
company,
indicate
by
check
mark
if
the
registrant
has
elected not
to
use
the
extended
transition
period
for
complying
with
any
new
or
revised
financial
accounting
standards
provided
pursuant
to
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
No
There were
47,654,046
shares of Common Stock, $0.01 par
value, outstanding as of January
7, 2026.
Index
2
INDEX
Page Number
Part I.
Financial Information
Item 1.
Financial Statements
Condensed Consolidated Balance Sheets -
November 29, 2025 and May 31, 2025
3
Condensed Consolidated Statements of Income -
Thirteen and Twenty-six Weeks Ended November 29, 2025 and November 30, 2024
4
Condensed Consolidated Statements of Comprehensive Income -
Thirteen and Twenty-six Weeks Ended November 29, 2025 and November 30, 2024
5
Condensed Consolidated Statements of Cash Flows -
Twenty-six Weeks Ended November 29, 2025 and November 30, 2024
6
Notes to Condensed Consolidated Financial Statements
7
Item 2.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
31
Item 4.
Controls and Procedures
32
Part II.
Other Information
Item 1.
Legal Proceedings
33
Item 1A.
Risk Factors
33
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
34
Item 5.
Other Information
34
Item 6.
Exhibits
34
Signatures
35
Index
3
PART
I.
FINANCIAL
INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Balance
Sheets
(In thousands, except for par value
amounts)
(Unaudited)
November 29, 2025
May 31, 2025
Assets
Current assets:
Cash and cash equivalents
$
369,450
$
499,392
Investment securities available-for-sale
769,538
892,708
Trade and other receivables, net
235,377
259,304
Income tax receivable
26,992
13,057
Inventories
340,588
295,670
Prepaid expenses and other current
assets
12,473
7,979
Total current assets
1,754,418
1,968,110
Property, plant & equipment, net
1,218,654
1,026,684
Investments in unconsolidated entities
9,979
11,095
Goodwill
87,059
46,776
Intangible assets, net
55,091
15,157
Other long-term assets
18,863
16,797
Total Assets
$
3,144,064
$
3,084,619
Liabilities and Stockholders’
Equity
Current liabilities:
Accounts payable
$
123,475
$
101,033
Accrued wages and benefits
29,382
60,263
Dividends payable
34,283
114,163
Accrued expenses and other
liabilities
31,688
32,912
Total current liabilities
218,828
308,371
Other noncurrent liabilities
57,588
55,582
Deferred income taxes, net
169,882
154,651
Total liabilities
446,298
518,604
Commitments and contingencies - see
Note 10
Stockholders’ equity:
Common stock ($
0.01
par value) - authorized
120,000
shares, issued
75,061
shares
751
751
Paid-in capital
83,514
80,845
Retained earnings
2,767,347
2,565,928
Accumulated other comprehensive
income (loss), net of tax
1,326
(1,007)
Common stock in treasury at cost –
27,407
shares at November 29, 2025 and
26,567
shares at May 31, 2025
(161,477)
(85,893)
Total Cal-Maine Foods, Inc. stockholders’ equity
2,691,461
2,560,624
Noncontrolling interest in consolidated
entity
6,305
5,391
Total stockholders’ equity
2,697,766
2,566,015
Total Liabilities and Stockholders’ Equity
$
3,144,064
$
3,084,619
See Notes to Condensed Consolidated Financial Statements.
Index
4
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of
Income
(In thousands, except per share amounts)
(Unaudited)
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Net sales
$
769,498
$
954,671
$
1,692,100
$
1,740,542
Cost of sales
562,112
598,629
1,173,400
1,137,282
Gross profit
207,386
356,042
518,700
603,260
Selling, general and administrative
82,887
77,633
152,401
139,565
(Gain) loss on involuntary conversions
10
(7,488)
156
(Gain) loss on disposal of fixed assets
630
338
734
(1,479)
Operating income
123,869
278,061
373,053
465,018
Other income (expense):
Interest income, net
12,266
9,770
25,116
19,555
Other, net
(56)
1,130
1,175
2,341
Total other income, net
12,210
10,900
26,291
21,896
Income before income
taxes
136,079
288,961
399,344
486,914
Income tax expense
33,152
70,602
97,310
118,965
Net income
102,927
218,359
302,034
367,949
Less: Income (loss) attributable to
noncontrolling interest
168
(705)
(65)
(1,091)
Net income attributable to Cal-Maine Foods,
Inc.
$
102,759
$
219,064
$
302,099
$
369,040
Net income per common share:
Basic
$
2.14
$
4.49
$
6.27
$
7.57
Diluted
$
2.13
$
4.47
$
6.26
$
7.54
Weighted average shares outstanding:
Basic
48,019
48,765
48,150
48,762
Diluted
48,167
48,970
48,295
48,953
See Notes to Condensed Consolidated Financial Statements.
Index
5
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of
Comprehensive Income
(In thousands)
(Unaudited)
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Net income
$
102,927
$
218,359
$
302,034
$
367,949
Other comprehensive income, before
tax:
Unrealized holding gain (loss) on available-
for-sale securities, net of reclassification
adjustments
494
(573)
3,080
1,142
Income tax benefit (expense)
related to
items of other comprehensive income
(122)
139
(747)
(277)
Other comprehensive income (loss),
net of tax
372
(434)
2,333
865
Comprehensive income
103,299
217,925
304,367
368,814
Less: Comprehensive income (loss)
attributable to the noncontrolling interest
168
(705)
(65)
(1,091)
Comprehensive income attributable to
Cal-
Maine Foods, Inc.
$
103,131
$
218,630
$
304,432
$
369,905
See Notes to Condensed Consolidated Financial Statements.
Index
6
Cal-Maine Foods, Inc. and Subsidiaries
Condensed Consolidated Statements of
Cash Flows
(In thousands)
(Unaudited)
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
Cash flows from operating activities:
Net income
$
302,034
$
367,949
Depreciation and amortization
59,769
45,818
Deferred income taxes
14,484
(13,825)
Other adjustments, net
(2,930)
(159,791)
Net cash provided by operations
373,357
240,151
Cash flows from investing activities:
Purchases of investment securities
(345,372)
(501,567)
Sales and maturities of investment securities
490,397
426,500
Distributions from unconsolidated entities
750
Acquisition of businesses, net of cash acquired
(299,010)
(111,521)
Purchases of property, plant and equipment
(92,134)
(65,588)
Net proceeds from disposal of property, plant and equipment
133
4,004
Net cash used in investing activities
(245,986)
(247,422)
Cash flows from financing activities:
Payments of dividends
(180,540)
(87,774)
Purchase of common stock by treasury
(74,860)
(60)
Principal payments on long-term debt
(2,477)
Net cash used in financing activities
(255,400)
(90,311)
Net change in cash, cash
equivalents and restricted cash
(128,029)
(97,582)
Cash, cash equivalents and restricted
cash at beginning of period
499,392
237,878
Cash, cash equivalents and restricted
cash at end of period
$
371,363
$
140,296
See Notes to Condensed Consolidated Financial Statements.
Index
7
Cal-Maine Foods, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial
Statements
(Unaudited)
Note 1 - Summary of Significant Accounting
Policies
Basis of Presentation
The unaudited condensed consolidated financial statements of
Cal-Maine Foods, Inc. and
its subsidiaries
(“Cal-Maine Foods,”
the
“Company,”
“we,” “us,”
“our”) have
been prepared
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
May 31,
2025
(the “2025
Annual Report”).
These statements
reflect all
adjustments that
are, in
the
opinion of
management,
necessary to
a
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
and year-to-date periods ended on
November 29, 2025 and November
30, 2024 included
13
and
26
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
in
the
condensed
consolidated
financial
statements
and
accompanying notes. Actual results could
differ from those estimates.
Dividends Payable
Dividends are accrued
at the end of each quarter according to the Company’s dividend policy adopted by its Board of Directors
(“Board”).
The Company
pays a
dividend to
holders of its
Common Stock
(and, prior
to its conversion
to Common
Stock on
April
14,
2025,
Class
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
to
one-third
(1/3)
of
such
quarterly net
income. Dividends
are paid
to stockholders
of record
as of
the
60th day
following the
last day
of such
quarter,
except for the
fourth fiscal
quarter. For
the fourth
quarter, the
Company pays
dividends to
stockholders of
record on the
65th
day after the
quarter end. Dividends
are payable on
the 15th
day following the
record date. Following
a quarter for
which the
Company
does
not
report
net
income
attributable
to
Cal-Maine
Foods,
Inc.,
the
Company
will
not
pay
a
dividend
for
a
subsequent profitable quarter until the
Company is profitable on a
cumulative basis computed from the date of the
most recent
quarter for which a
dividend was paid. The dividend policy is subject
to periodic review by the
Board.
Revenue Recognition
The Company recognizes revenue
through the sale of its products to customers through retail, foodservice
and other distribution
channels.
The
majority
of
the
Company’s
revenue is
derived
from
agreements
or
contracts
with
customers
based
upon
the
customer
ordering
its
products
with
a
single
performance obligation
of
delivering
the
product.
The
Company
believes
the
performance obligation
is
met
upon
delivery
and
acceptance of
the
product
by
its
customers, which
generally
occurs
upon
shipment or
delivery to
a customer
based on
the terms
of the
sale. Costs
paid to
third party
brokers to
obtain agreements are
expensed as the Company’s agreements are
generally less than one year.
Revenues are recognized in
an amount
that reflects the
net consideration we
expect to
receive in exchange for
delivery of
the
products.
The Company
periodically
offers
sales incentives
or other
programs such
as
rebates, discounts,
coupons, volume-
based incentives, guaranteed sales and other programs. The Company
records an estimated allowance for costs associated with
these programs, which is recorded as a reduction in revenue at the time of
sale using historical trends and projected redemption
rates
of
each program.
The Company
regularly
reviews
these estimates
and
any difference
between the
estimated costs
and
actual realization of these
programs would be recognized in the subsequent
period.
Index
8
Business Combinations
The Company applies the acquisition method of accounting, which
requires that once control is obtained, all the assets acquired
and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values
at
the
date
of acquisition.
The
excess
of
the
purchase price
over
fair
values
of
identifiable
assets
and
liabilities
is
recorded as
goodwill.
We
use various
models
and methods
to
determine the
fair values
of identifiable
assets and
liabilities,
such as
top-down and
bottom-up
approach for
inventory,
cost
method
and market
approach for
property,
and
relief-from-royalty and
multi-period
excess earnings to value intangibles. Significant estimates in valuing certain
intangible assets include, but are not limited to, the
amount and timing of future cash flows, growth
rates, discount rates and
useful lives.
New Accounting Pronouncements and Policies
In December 2023, the Financial
Accounting Standards Board (“FASB
”) issued Accounting Standards Update (“ASU”) 2023-
09,
Income Taxes (Topic
740) – Improvements to Income Tax Disclosures
. This ASU requires that an entity, on an annual basis,
disclose
additional
income tax
information,
primarily
related
to
the
rate
reconciliation
and
income
taxes
paid.
The
ASU
is
intended to
enhance the transparency and
decision usefulness
of income
tax disclosures.
ASU 2023-09
is effective
for annual
periods
beginning
after
December
15,
2024.
The
Company
is
currently
evaluating
the
impact
of
ASU
2023-09
on
its
consolidated financial statement disclosures.
In
November
2024,
the
FASB
issued
ASU
2024-03,
Income
Statement
Reporting
Comprehensive
Income
Expense
Disaggregation Disclosures (Subtopic 220-40)
. The objective of ASU 2024-03 is to improve disclosures about a public entity’s
expenses, primarily through additional disaggregation of income
statement expenses. Additionally,
in January 2025, the FASB
further clarified
the
effective date
of ASU
2024-03
with
the
issuance of ASU
2025-01. ASU
2024-03 is effective
for annual
periods beginning after December 15, 2026, and
interim periods within annual reporting
periods beginning after December 15,
2027. Early adoption is
permitted and may be applied either on
a prospective or retrospective basis.
The Company is currently
evaluating the impact of ASU 2024-03 on its
consolidated financial statement disclosures.
There are no other new accounting pronouncements
issued or effective during the fiscal year that had
or are expected to have a
material impact on our consolidated financial
statements.
Index
9
Note 2 - Acquisitions
Acquisition of Echo Lake Foods, LLC
Effective
June 2, 2025
, the Company
acquired Echo Lake Foods, LLC
and certain related companies (collectively “Echo Lake
Foods”). Echo Lake Foods
is based in
Burlington, Wisconsin
and produces, packages, markets and
distributes prepared foods,
including waffles, pancakes, scrambled
eggs, frozen cooked omelets, egg patties, toast and
diced eggs. The Company accounted
for the acquisition as a business combination.
The
Company
finalized
the
business
combination
accounting
during
the
second
quarter
of
fiscal
2026,
which
resulted
in
immaterial measurement period adjustments. The
following table summarizes the consideration paid for
Echo Lake Foods
and
the value of assets acquired
and liabilities assumed recognized
at the acquisition date (in thousands):
Cash consideration paid
$
275,406
Recognized amounts of identifiable
assets acquired and liabilities assumed
Cash
$
115
Investment securities available-for-sale
14,147
Accounts receivable
31,923
Inventories
21,601
Prepaid expenses and other current
assets
3,131
Property, plant & equipment
151,697
Intangible assets
36,800
259,414
Accounts payable and other current
liabilities
(14,114)
Total identifiable net assets
245,300
Goodwill
30,106
$
275,406
Cash and
accounts receivable acquired
along with
liabilities assumed were
valued at
their carrying value
which approximates
fair value due to the short maturity of
these instruments.
Inventories consisted primarily of raw materials,
supplies and finished goods.
Raw materials and supplies
were valued at their
carrying value as management believes that their carrying value best approximates their fair value. Finished goods were valued
using both the bottom-up and top-down
approach. The bottom-up approach
measures the value of inventory as
the value created
by the
target company
(i.e., the costs
incurred, profit realized, and
tangible and intangible assets
utilized) pre-acquisition date.
The top-down
approach measures the
value of
inventory as
the incremental
inventory value
created by
the market
participant
buyer as part of its
selling effort to an end customer (i.e.,
the costs that will be incurred, the profit
that will be realized, and the
tangible and intangible assets that will be
utilized) post-acquisition date.
Property,
plant and
equipment were
valued utilizing
the cost
approach and
market approach.
Machinery and
equipment were
valued
utilizing
the
cost
approach
which
is
based
on
replacement
or
reproduction
costs
of
the
assets
and
subtracting
any
depreciation resulting from physical deterioration and/or functional or economic obsolescence. Land and buildings were valued
utilizing the market approach
by using a real estate valuation.
Intangible assets consisted primarily of customer relationships and a
trade name. Customer relationships were valued using the
multi-period excess earnings method
and the trade name was valued
using the relief-from-royalty method.
Goodwill
represents the
excess of
the
purchase price
of the
acquired business
over the
acquisition
date fair
value of
the
net
assets acquired.
Goodwill recorded
in
connection with
the
Echo Lake
Foods acquisition
is primarily
attributable to
projected
synergies from
integrating the operations
of Echo
Lake Foods
with the
operations of the
Company.
The Company recognized
goodwill of $
30.1
million as a result of the acquisition,
all of which is deductible for tax
purposes.
Index
10
The
Company
recorded transaction
costs
of
$
594
thousand in
the
first
quarter of
fiscal 2026
and
$
6.6
million
in
the
fourth
quarter
of
fiscal
year
2025,
respectively,
as
a
result
of
the
Echo
Lake
Foods
acquisition,
within
selling,
general
and
administrative expenses in the condensed
consolidated statements of income.
Acquisition of Clean Egg, LLC
Effective
October 10, 2025
, the Company acquired certain assets of Clean Egg, LLC (“Clean
Egg”) based in Langwood, Texas,
for approximately $
23.7
million. The assets acquired included
677
thousand brown cage-free and
free-range layers and pullets
and
other
inventory,
machinery
and
equipment
related
to
its
processing
facility
and
contract
production.
The
Company
accounted for the acquisition as a
business combination.
Note 3 - Investment
Securities Available-for-Sale
The following
represents the Company’s
investment securities
available-for-sale as of
November 29,
2025 and
May 31,
2025
(in thousands):
November 29, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Municipal bonds
$
19,861
$
57
$
$
19,918
Commercial paper
21,329
6
21,323
Corporate bonds
534,429
2,547
536,976
Certificates of deposits
4,240
12
4,252
US government and agency obligations
142,433
196
142,629
Treasury bills
44,404
36
44,440
Total current investment securities
$
766,696
$
2,848
$
6
$
769,538
May 31, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
Municipal bonds
$
21,695
$
3
$
$
21,698
Commercial paper
90,880
50
90,830
Corporate bonds
431,378
130
431,508
Certificates of deposits
5,200
6
5,194
US government and agency obligations
240,655
260
240,395
Treasury bills
103,119
36
103,083
Total current investment securities
$
892,927
$
133
$
352
$
892,708
Actual maturities may differ from
contractual maturities as some borrowers have the right to
call or prepay obligations with
or
without penalties. Contractual maturities of
current investment securities at November
29, 2025 are as follows (in thousands):
Estimated Fair Value
Within one year
$
316,249
1-5 years
453,289
Total
$
769,538
Note 4 - Fair Value Measurements
The Company
is required
to categorize both
financial and nonfinancial
assets and
liabilities based on
the following
fair value
hierarchy. The fair
value of
an asset
is the
price at
which the
asset could
be sold
in an
orderly transaction between
unrelated,
knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the amount that would
be paid
to
transfer the
liability to
a new
obligor in
a transaction
between such
parties, not
the
amount that
would be
paid
to
settle the liability with the creditor.
Level 1
- Quoted prices in active markets
for identical assets or liabilities
Index
11
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
In accordance with the fair value hierarchy described above, the following table shows the fair value of our financial assets and
liabilities that
are required to
be measured
at fair
value on
a recurring
basis as
of November
29, 2025
and May
31, 2025
(in
thousands):
November 29, 2025
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
19,918
$
$
19,918
Commercial paper
21,323
21,323
Corporate bonds
536,976
536,976
Certificates of deposits
4,252
4,252
US government and agency obligations
142,629
142,629
Treasury bills
44,440
44,440
Total assets measured at fair value
$
$
769,538
$
$
769,538
Liabilities
Contingent consideration
$
$
$
23,000
$
23,000
Total liabilities measured at fair value
$
$
$
23,000
$
23,000
May 31, 2025
Level 1
Level 2
Level 3
Balance
Assets
Municipal bonds
$
$
21,698
$
$
21,698
Commercial paper
90,830
90,830
Corporate bonds
431,508
431,508
Certificates of deposits
5,194
5,194
US government and agency obligations
240,395
240,395
Treasury bills
103,083
103,083
Total assets measured at fair value
$
$
892,708
$
$
892,708
Liabilities
Contingent consideration
$
$
$
21,500
$
21,500
Total liabilities measured at fair value
$
$
$
21,500
$
21,500
Investment securities – available-for-sale
are all classified as Level 2 and consist of securities
with maturities of three months or
longer
when
purchased. We
classified
these
securities as
current because
amounts
invested are
readily
available
for
current
operations. Observable inputs for these securities
are yields, credit risks, default
rates, and volatility.
Contingent consideration classified
as Level 3
consists
of the potential
obligation to pay
an earnout to
Fassio Egg Farms,
Inc.
(“Fassio”) contingent on
the acquired business
meeting certain return
on profitability
milestones over a
three-year
period that
commenced on the date of the
acquisition in the second quarter of fiscal 2024. The fair value of the
contingent consideration is
Index
12
estimated using a discounted cash flow model. Key assumptions and
unobservable inputs that require
significant judgment used
in the estimate include
weighted average cost of
capital, egg prices, projected
revenue and expenses over
the period for which
the
contingent
consideration
is
measured,
and
the
probability
assessments
with
respect
to
the
likelihood
of
achieving
the
forecasted projections.
The following table shows the beginning
and ending balances in fair value
of the contingent consideration (in thousands):
Fassio Contingent Consideration
Balance, May 31, 2025
$
21,500
Fair value adjustments
1,500
Balance, November 29, 2025
$
23,000
Adjustments to the fair value of contingent consideration
are recorded within the selling, general
and administrative expenses in
the condensed consolidation statements of income.
Note 5 - Inventories
Inventories consisted of the following as
of November 29, 2025 and May
31, 2025 (in thousands):
November 29, 2025
May 31, 2025
Flocks, net of amortization
$
174,456
$
166,507
Feed and supplies
109,583
99,188
Raw materials and finished goods inventory
56,549
29,975
$
340,588
$
295,670
We
grow
and
maintain
flocks
of
layers
(mature
female
chickens),
pullets
(female
chickens,
under
18
weeks
of
age),
and
breeders
(male
and
female
chickens
used
to
produce
fertile
eggs
to
hatch
for
egg
production
flocks).
Our
total
flock
at
November 29, 2025 and May
31, 2025 consisted
of approximately
11.4
million and
11.5
million pullets and breeders and
49.3
million and
48.3
million layers, respectively.
Note 6 - Equity
The following reflects equity activity for
the thirteen weeks ended November
29, 2025 and November 30, 2024 (in thousands):
Thirteen Weeks Ended November 29, 2025
Cal-Maine Foods, Inc. Stockholders
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Capital
Comp. Income
Earnings
Interest
Total
Balance at August 30, 2025
$
751
$
(85,891)
$
82,134
$
954
$
2,698,811
$
5,158
$
2,701,917
Other comprehensive income,
net of tax
372
372
Stock compensation plan
transactions
4
1,380
1,384
Contributions
979
979
Repurchase of shares
(75,590)
(75,590)
Dividends ($
0.719
per share)
(34,223)
(34,223)
Net income
102,759
168
102,927
Balance at November 29, 2025
$
751
$
(161,477)
$
83,514
$
1,326
$
2,767,347
$
6,305
$
2,697,766
Index
13
Thirteen Weeks Ended November 30, 2024
Cal-Maine Foods, Inc. Stockholders
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at August 31,
2024
$
703
$
48
$
(31,632)
$
77,503
$
(474)
$
1,856,405
$
(3,490)
$
1,899,063
Other comprehensive
loss, net of tax
(434)
(434)
Stock compensation
plan transactions
(29)
1,097
1,068
Contributions to
Crepini Foods LLC
6,485
6,485
Acquisition of
noncontrolling interest
in MeadowCreek Foods
LLC
(3,826)
3,826
Dividends ($
1.489
per
share)
Common
(65,911)
(65,911)
Class A common
(7,147)
(7,147)
Net income (loss)
219,064
(705)
218,359
Balance at November
30, 2024
$
703
$
48
$
(31,661)
$
78,600
$
(908)
$
1,998,585
$
6,116
$
2,051,483
Twenty-six Weeks Ended November 29, 2025
Cal-Maine Foods, Inc. Stockholders
Accum. Other
Treasury
Paid In
Comp. Income
Retained
Noncontrolling
Amount
Amount
Capital
(Loss)
Earnings
Interest
Total
Balance at May 31, 2025
$
751
$
(85,893)
$
80,845
$
(1,007)
$
2,565,928
$
5,391
$
2,566,015
Other comprehensive
income, net of tax
2,333
2,333
Stock compensation plan
transactions
6
2,669
2,675
Contributions
979
979
Repurchase of shares
(75,590)
(75,590)
Dividends ($
2.097
per
share)
(100,680)
(100,680)
Net income (loss)
302,099
(65)
302,034
Balance at November 29,
2025
$
751
$
(161,477)
$
83,514
$
1,326
$
2,767,347
$
6,305
$
2,697,766
Index
14
Twenty-six Weeks Ended November 30, 2024
Cal-Maine Foods, Inc. Stockholders
Class A
Treasury
Paid In
Accum. Other
Retained
Noncontrolling
Amount
Amount
Amount
Capital
Comp. Loss
Earnings
Interest
Total
Balance at June 1, 2024
$
703
$
48
$
(31,597)
$
76,371
$
(1,773)
$
1,756,395
$
(3,104)
$
1,797,043
Other comprehensive
income, net of tax
865
865
Stock compensation
plan transactions
(64)
2,229
2,165
Contributions to
Crepini Foods LLC
6,485
6,485
Acquisition of
noncontrolling interest
in MeadowCreek
Foods LLC
(3,826)
3,826
Dividends ($
2.509
per
share)
Common
(110,986)
(110,986)
Class A common
(12,038)
(12,038)
Net income (loss)
369,040
(1,091)
367,949
Balance at November
30, 2024
$
703
$
48
$
(31,661)
$
78,600
$
(908)
$
1,998,585
$
6,116
$
2,051,483
Note 7 - Net Income per Common
Share
Basic net
income per
share
attributable to
Cal-Maine Foods,
Inc. is
based on
the
weighted average shares
of Common
Stock
(and when they
were outstanding
shares of
Class A
Common Stock) outstanding.
All shares of
Class A
Common Stock
were
converted into Common
Stock on
April 14, 2025.
Diluted net income per
share attributable to
Cal-Maine Foods, Inc.
is based
on weighted-average shares of
Common Stock
outstanding during the
relevant period adjusted for
the dilutive effect
of share-
based awards.
Index
15
The
following
table
provides
a
reconciliation
of
the
numerators
and
denominators
used
to
determine
basic
and
diluted
net
income per common share attributable to
Cal-Maine Foods, Inc. (amounts in
thousands, except per
share data):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Numerator
Net income
$
102,927
$
218,359
$
302,034
$
367,949
Less: Gain (loss) attributable to
noncontrolling interest
168
(705)
(65)
(1,091)
Net income attributable to Cal-Maine
Foods, Inc.
$
102,759
$
219,064
$
302,099
$
369,040
Denominator
Weighted-average common shares
outstanding, basic
48,019
48,765
48,150
48,762
Effect of dilutive restricted shares
148
205
145
191
Weighted-average common shares
outstanding, diluted
48,167
48,970
48,295
48,953
Net income per common share
attributable to Cal-Maine Foods, Inc.
Basic
$
2.14
$
4.49
$
6.27
$
7.57
Diluted
$
2.13
$
4.47
$
6.26
$
7.54
Note 8 - Stock Based Compensation
Total stock-based compensation expense was $
2.7
million and $
2.2
million for the twenty-six weeks ended November
29, 2025
and November 30, 2024, respectively.
Unrecognized compensation expense as
a result
of non-vested
shares of
equity-based awards outstanding
under the
Amended
and Restated 2012 Omnibus Long-Term Incentive Plan at November 29, 2025 of $
6.9
million will be recorded over a weighted
average period of
1.9
years. Refer to Part II Item
8, Notes to Consolidated Financial Statements and Supplementary Data, Note
13 – Stock-Based Compensation in our 2025
Annual Report for further information
on our stock compensation plans.
The Company’s equity-based award activity for the twenty-six
weeks ended November
29, 2025 was as follows:
Number of
Shares
Weighted
Average Grant
Date Fair Value
Outstanding, May 31, 2025
212,717
$
66.93
Granted
17,424
100.42
Vested
(529)
54.10
Forfeited
(1,411)
84.09
Outstanding, November 29, 2025
228,201
$
69.41
Index
16
Note 9 – Segment Reporting
The Company has
one
operating and
one
reportable segment, which is the production, packaging, marketing
and distribution of
shell eggs,
prepared foods and egg
products. The Company is managed on a
consolidated basis.
The Company’s
operating segment is
determined on the
basis of our
organizational structure and information that
is regularly
reviewed by our Chief Operating Decision Maker (“CODM”). The Company’s
CODM is Sherman Miller,
President and Chief
Executive Officer. The CODM reviews net income, which is reported on the Condensed Consolidated Statements of Income,
to
assess the performance of, and
make decisions on
how to
allocate resources to, the
segment. The CODM utilizes
consolidated
expense information regularly provided in the
CODM package in order to assist
with assessing performance and deciding how
to
allocate
resources,
which
align
with
the
consolidated
expense
categories
as
disclosed
on
the
face
of
the
Condensed
Consolidated Statements of Income. The measure of
segment assets is reported on
the Condensed
Consolidated Balance Sheet
as Total assets.
Revenue primarily
derives from
the
sales of
shell
eggs,
prepared foods,
and egg
products throughout
the
United States.
The
Company’s
shell egg
product offerings
include specialty
and conventional
shell
eggs. Specialty shell
eggs include
cage-free,
organic, brown,
free-range, pasture-raised
and nutritionally
enhanced eggs.
Conventional shell
eggs sales
represent
all
other
shell egg sales not sold as specialty shell eggs. The Company’s prepared
foods include offerings such as pre-cooked egg patties,
omelets,
folded and
scrambled egg
formats, hard-cooked
eggs,
pancakes,
waffles,
and specialty
wraps.
Egg
products include
liquid and frozen egg products.
Other sales represent
feed sales, miscellaneous byproducts and
resale products.
The following table provides revenue
disaggregated by product category
(in thousands):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Conventional shell egg sales
$
363,865
$
616,891
$
869,806
$
1,101,627
Specialty shell egg sales
285,702
286,970
569,158
543,747
Prepared foods
71,650
10,439
155,586
19,377
Egg products
34,531
30,212
71,638
56,449
Other
13,750
10,159
25,912
19,342
$
769,498
$
954,671
$
1,692,100
$
1,740,542
The following table provides revenue
disaggregated by sales channel
(in thousands):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Retail
$
625,363
$
810,420
$
1,365,150
$
1,480,129
Foodservice
124,936
133,880
277,021
243,725
Other
19,199
10,371
49,929
16,688
$
769,498
$
954,671
$
1,692,100
$
1,740,542
Retail customers include primarily national and regional
grocery store chains, club stores,
and companies servicing independent
supermarkets
in
the
U.S.
Foodservice
customers
include
primarily
companies
that
sell
food
products
and
related
items
to
restaurants, convenience
stores, healthcare and education facilities
and hotels.
Note 10 - Commitments and Contingencies
In re Shell Eggs Litigation
Since
November
6,
2025,
the
Company
has
been
named
as
a
defendant
in
eight
lawsuits
filed
in
federal
court
alleging
substantially identical claims, including: (1) the following lawsuits in the Southern
District of Indiana: (a) King Kullen Grocery
Co., Inc.
v.
Cal-Maine Foods,
Inc., et
al., Case
No. 1:25-cv-2274,
(b) Nineteenseventynine LLC
d/b/a The
Breakfast Joynt
v.
Cal-Maine Foods, Inc., et
al., Case No. 1:25-cv-2301, (c)
Taylor Egg
Products, Inc. v.
Cal-Maine Foods, Inc., et
al., Case No.
1:25-cv-2554,
and
(d)
Hudson
v.
Cal-Maine
Foods,
Inc.
et
al.,
Case
No.
1:25-cv-02573;
(2)
the
following
lawsuits
in
the
Northern District of Illinois: (a) Birchmans Parisian, LLC (d/b/a Lisciandro's Restaurant) v.
Cal-Maine Foods, Inc., et al., Case
No. 1:25-cv-14030, (b) Phil-N-Cindy's Lunch, Inc. v.
Cal-Maine Foods, Inc., et
al., Case No.
1:25-cv-14082, (c) Yell-O-Glow
Index
17
Corporation v.
Cal-Maine Foods,
Inc., et
al., Case
No. 1:25-cv-15084,
and (d)
Tariq
Habash, Delia
Govea, Andrew
Phillips,
and
Catalina
Torres
v.
Urner
Barry
Publications,
Inc.,
Cal-Maine
Foods,
Inc.,
et
al.,
Case
No.
1:25-cv-14112;
and
(3)
the
following lawsuits in the Western
District of Wisconsin:
(a) Matthew Edlin v. Cal-Maine Foods,
Inc., et al., Case No. 3:25-cv-
946
and
(b)
India
Price,
Lakia
Session,
and
Karen
Solomon
v.
Cal-Maine
Foods,
Inc.,
et
al.,
Case
No.
3:25-cv-1016.
The
lawsuits generally
allege that the
Company,
along with other
egg producers and industry
associations, conspired to
artificially
inflate the prices of conventional shell
eggs nationwide, primarily through manipulation of industry
price benchmarks (such a
s
the
Urner
Barry
Egg
Index
and
Eggs
Clearinghouse,
Inc.
spot
market),
coordinated
reporting
and
supply
restrictions,
particularly during the calendar year 2022 avian flu outbreak. In each case, the plaintiff seeks certification of a putative class of
either direct or
indirect purchasers, monetary
damages, injunctive
relief, attorneys’ fees,
and, in
some cases,
restitution under
Section 1 of the Sherman Act, 15 U.S.C.
§ 1 (the “Sherman Act”) and
various state antitrust and
consumer protection statutes.
On
November 19,
2025,
a motion
to
transfer all
cases
to
the
Southern
District
of Indiana
was filed
with
the
Joint
Panel
on
Multidistrict Litigation (“JPML”) to
consolidate the actions for pre-trial proceedings.
The defendants, including
the Company,
have responded
to
such motion
also seeking
consolidation in
the
Southern District
of Indiana.
The parties
in
each case
have
agreed to stay the deadline for
the Company to
answer or otherwise respond to the
complaints pending JPML proceedings. No
discovery
has
taken
place
in
any
of
the
actions.
The
Company
disputes
plaintiffs’
allegations
in
each of
these
actions
and
intends to vigorously defend itself in these
actions.
Civil Investigative Demand
In
March
2025,
the
Company
received
a
Civil
Investigative
Demand
(“CID”)
from
the
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
by
and among
egg producers.
In August
2025, the
Company received
a subpoena
from the
State
of
New York
requesting information and documents
related to its investigation
of anticompetitive conduct and high egg
prices in
the egg
industry.
Additionally, various
state Attorneys
General have sought
to join
the DOJ’s
investigation or
have requested
access to the confidential disclosures by the Company to DOJ.
The Company is complying with the CID and the subpoena and
cooperating with the investigations. Management
cannot predict the eventual scope, duration or
outcome of these investigations
and is unable to estimate the amount or range
of potential losses, if any, at this time.
State of Texas v.
Cal-Maine Foods, Inc. d/b/a Wharton;
and Wharton County Foods,
LLC
On April 23, 2020,
the Company and its
subsidiary Wharton County Foods, LLC (“WCF”) were named as defendants
in State
of Texas
v.
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
of
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
at
excessive or
exorbitant
prices
during
the
COVID-19
state
of
emergency
and
made
misleading
statements
about
shell
egg
prices.
The
State
sought
temporary
and
permanent
injunctions
against
the
Company
and
WCF
to
prevent
further
alleged
violations
of
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.
On
August
16,
2022,
the
appeals
court
reversed
and
remanded
the
case
back
to
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.
On
November
30,
2024,
the
State
filed
an
amended
petition,
primarily
to
address
a
procedural deficiency
that
required
the
State
to
generally
plead
it
was
seeking
monetary
relief
over
$
1.0
million
including
restitution,
civil
penalties,
attorney’s
fees
and
costs.
Pre-trial
proceedings
are
progressing
in
accordance
with
the
court’s
schedule. Management believes
the risk of material loss related to this
matter to be remote.
Kraft Foods Global, Inc. et al. v. United Egg Producers,
Inc. et al.
On September 25, 2008,
the Company was named
as one of
several defendants in numerous
antitrust cases involving
the U.S.
shell
egg industry.
The Company
settled all
of these
cases, except
for the
claims
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
in
the
United
States
District
Court
for the
Eastern
District
of Pennsylvania,
In
re Processed
Egg
Products
Antitrust
Litigation,
MDL No. 2002, to the United States District Court for the Northern District of Illinois, Kraft Foods Global, Inc. et al.
v. United
Egg
Producers, Inc.
et
al., Case
No. 1:11
-cv-8808, for
trial.
The Egg
Products Plaintiffs
alleged that
the Company
and other
defendants
violated
Section
1
of
the
Sherman
Act, 15.
U.S.C.
§
1,
by
agreeing to
limit the
production of
eggs
and thereby
Index
18
illegally
to raise
the
prices that
plaintiffs paid
for processed
egg products.
In particular,
the
Egg
Products Plaintiffs
attacked
certain features of the United Egg Producers animal-welfare guidelines and program used by the Company and many other egg
producers.
On October 24, 2019, the Company entered into a confidential settlement agreement
with The Kellogg Company dismissing all
claims against the Company for
an amount that did not
have a material impact on the Company’s
financial condition or results
of operations.
On November 11,
2019, a
stipulation
for dismissal
was filed
with the
court, and
on March
28, 2022,
the
court
dismissed the Company with prejudice.
The trial of this case began on October 17, 2023. On
December 1, 2023, the jury returned a decision awarding the Egg
Products
Plaintiffs $
17.8
million in damages. On November 6, 2024, the court
entered a final judgement against the Company and other
defendants, jointly
and severally,
totaling
$
43.6
million
after trebling.
On
December 4,
2024,
the
Company
filed a
renewed
motion for judgment as a matter of law or for a new trial, and a motion to alter or amend the judgment. On December 13, 2024,
the
court granted
defendants’ November
20,
2024
motion
to
stay
enforcement of
the
judgment
and entered
an agreed
order
requiring the
defendants to
post security during
post-judgment proceedings and
appeal, and stayed
proceedings to
enforce the
judgment until the disposition of the post-judgment motions and ultimate appeals. On
December 17, 2024, the Company posted
a bond
in
the approximate
amount of
$
23.9
million, representing
a portion
of the
total bond
required to
preserve the
right to
appeal
the
trial
court’s
decision.
Another
defendant
posted
a
bond
for
the
remaining
amount.
On
November
19,
2025,
the
plaintiffs filed a motion
to lift stay of
proceedings on attorney’s fees and
costs, and on December 5,
2025, the defendants filed
their
response
in
opposition
to
such
motion.
The
court
has
not
ruled
on
this
motion.
The Company
intends
to
continue
to
vigorously defend the claims asserted by
the Egg Products Plaintiffs.
If the
jury’s
decision is
ultimately upheld, the
Company would
be jointly and
severally liable with
other defendants for
treble
damages,
or
$
43.6
million,
subject to
credit
for
certain
settlements
with
previous settling
defendants, plus
the
Egg
Product
Plaintiffs’
reasonable
attorneys’
fees.
During
our
second
fiscal
quarter of
2024,
we
recorded
an
accrued
expense
of
$
19.6
million in
selling, general and
administrative expenses in
the Company’s
Condensed Consolidated
Statements of
Income and
classified
as
other
noncurrent liabilities
in
the
Company’s
Condensed Consolidated
Balance Sheets.
Although
less
than
the
bond
posted
by
the
Company,
the
accrual
represents
our
estimate
of
the
Company’s
proportional
share
of
the
reasonably
possible ultimate damages award, excluding the Egg Product Plaintiffs’ attorneys’
fees that we believe would be approximately
offset
by
the
credits
noted
above.
We
have
entered
into
a
judgment
allocation
and
joint
defense
agreement with
the
other
defendants remaining in the case. Our accrual may change
in the future to the extent we are successful in further proceedings in
the litigation.
State of Oklahoma Watershed Pollution Litigation
On June 18, 2005,
the State of
Oklahoma filed suit, in
the United States District
Court for the Northern District
of Oklahoma,
against Cal-Maine
Foods, Inc.
and Tyson
Foods, Inc.,
Cobb-Vantress,
Inc., Cargill,
Inc., George’s,
Inc., Peterson
Farms, Inc.
and Simmons
Foods,
Inc., and
certain of
their affiliates.
The State
of Oklahoma
claims that
through
the
disposal of
chicken
litter the defendants polluted
the Illinois River Watershed.
This watershed provides water to
eastern Oklahoma. The complaint
sought
injunctive relief
and monetary
damages, but
the
claim for
monetary damages
was dismissed
by
the
court. Cal-Maine
Foods,
Inc.
discontinued
operations
in
the
watershed in
or
around
2005.
Since
the
litigation
began,
Cal-Maine
Foods,
Inc.
purchased
100
%
of
the
membership
interests
of
Benton
County
Foods,
LLC,
which
is
an
ongoing
commercial
shell
egg
operation within the
Illinois River Watershed.
Benton County Foods,
LLC is not
a defendant in
the litigation. We
also have
a
number of small contract producers
that operate in the area.
The non-jury trial in the case began
in September 2009 and concluded in
February 2010. On January 18, 2023, the court
entered
findings of fact and conclusions
of law in favor of
the State
of Oklahoma, but no
penalties were assessed. The court found
the
defendants jointly and
severally liable for
state law nuisance,
federal common law
nuisance, and state law
trespass. The
court
also found the
producers vicariously liable for
the actions of
their contract producers. On
June 12,
2023, the court ordered
the
parties
to
mediate,
but
the
mediation
was
unsuccessful.
On
June
26,
2024,
the
district
court
denied
defendants’
motion
to
dismiss
the
case.
On
September
13,
2024,
a
status
hearing
was
held
and
the
court
scheduled
an
evidentiary
hearing
for
December 3,
2024,
to
determine
whether
any
legal
remedy
is
available
based
on
the
now
15-year-old
record
and
changed
circumstances of the Illinois River watershed.
On June 17, 2025, the court entered an
opinion and order that found that the State
satisfied its
burden to
show that
conditions in the
Illinois River watershed
have not
materially changed since
the original trial
and
the
case
was
not
moot.
On
July
9,
2025,
the
State
of
Oklahoma filed
its
form
of proposed
final judgment
and
brief in
support
thereof seeking
over $100
million
in
total
fines from
all
defendants, including
approximately $
18.2
million in
fines
from the Company, plus attorneys’ fees. On July 30, 2025, the Company and other defendants filed
their form of proposed final
judgment and
brief in support
thereof seeking no
monetary fines or
penalties. On
December 9, 2025,
the court
entered a final
judgment imposing approximately $420,000
in total penalties
for all
defendants and awarding certain
non-monetary remedies,
including
injunctive
relief.
Pursuant
to
the
final
judgment,
the
Company
is
to
pay
approximately $
70,000
in
penalties.
The
judgment also entitles the
State of Oklahoma to
an award of
attorneys’ fees and costs in
an amount to
be determined at a later
Index
19
date. The defendants expect to appeal this judgement.
No
accrual for this legal proceeding has been recorded as such amount is
not deemed material.
The injunctive relief provides for,
among other things, a special master to
oversee an investigation, develop a remediation plan
subject to
court approval, and
provide ongoing monitoring of
remediation projects, the costs
of which will
be paid jointly
and
severally
by
the
defendants.
The
defendants
are
required
to
fund
$10
million
within
5
days
of
appointment
of
the
special
master,
and
ongoing
funding
requirements
of
$5
million
any
time
the
fund
is
below
$5
million.
This
funding
obligation is
expected
to
continue
for
the
30
years
term.
The
defendants
are
in
discussions
of
a
potential
expense
sharing
agreement;
however, the
Company
does not
currently expect
to
have a
material share
of the
funding. The
injunctive relief
also
includes
certain
annual
reporting
requirements
and
certain
requirements
on
future
operations
within
the
Illinois
River
Watershed,
including relating to removal of litter,
storage, transportation, disposal and future land applications.
The Company is reviewing
the
final judgement
and currently
cannot estimate
the range
of possible
losses, but
currently does
not expect
these additional
requirements to have a material
impact on its operations.
On December 29, 2025, the defendants, including the Company, filed a motion to stay enforcement
of the judgment, and a brief
in support
thereof, pending the
defendants’ appeals to
the United States
Court of
Appeal for the
Tenth
Circuit. The Company
intends to continue to vigorously defend
the claims asserted by the State of Oklahoma.
Other Matters
In addition to the above, the Company is
involved in various other claims and litigation incidental to its business. Although the
outcome of these
matters cannot be determined
with certainty,
management, upon the advice of
counsel, is
of the opinion
that
the final outcome should not have a material
effect on the Company’s consolidated results of
operations or financial position.
Index
20
ITEM
2.
MANAGEMENT’S
DISCUSSION
AND
ANALYSIS
OF
FINANCIAL
CONDITION
AND
RESULTS
OF
OPERATIONS
The following should
be read in
conjunction with Management’s
Discussion and Analysis of
Financial Condition
and Results
of Operations included in Part II Item 7 of the Company’s
Annual Report on Form 10-K for its fiscal year ended May 31, 2025
(the “2025 Annual Report”), and the
accompanying financial statements and
notes included in Part II
Item 8 of the 2025 Annual
Report and in
Part I Item 1
of this Quarterly Report on
Form 10-Q (“Quarterly
Report”).
This Quarterly Report contains numerous
forward-looking statements within the meaning of Section
27A of the Securities
Act
of 1933
(the “Securities Act”)
and Section
21E of
the
Securities Exchange Act
of 1934
(the “Exchange Act”)
relating to
our
business,
including potential
future supply
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”), estimated future production data, expected construction
schedules, projected construction
costs, potential future impact on our business of inflation and changing interest rates, potential future impact on our business 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, other
projected operating data,
including anticipated results
of operations
and
financial condition, and potential future cash returns to stockholders including the timing and amount of any
repurchases under
our
share
repurchase
program.
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
or
results
could
differ
materially
from
those
projected
in
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
I
Item
1A
Risk
Factors of
our
2025
Annual Report,
as
updated in
Part
II
Item
1A
of
this Quarterly
Report,
as
well
as
those
included
in
other
reports
we
file
from
time
to
time
with
the
United
States
Securities
and
Exchange
Commission
(“SEC”)
(including our
Quarterly Reports on
Form 10-Q
and Current
Reports on
Form 8-K),
(ii) the
risks and
hazards inherent in
the
shell egg, egg products and prepared
foods operations (including, as applicable, disease,
pests, weather conditions, and potential
for product
recall), including
but not
limited to
the current outbreak
of HPAI
affecting poultry
in the
U.S., Canada
and other
countries
that
was
first
detected in
commercial
flocks
in
the
U.S.
in
November
2023
and
that
first
impacted
our
flocks
in
December 2023, (iii) changes in the demand for and market prices of
shell eggs and feed costs as well as increase in input costs
for prepared
foods,
(iv) our
ability
to
predict and
meet demand
for cage-free
and other
specialty eggs,
(v) risks,
changes, or
obligations that could result
from our recent or
future acquisition of
new flocks or businesses,
such as our
acquisition of Echo
Lake Foods completed June 2, 2025, and risks or changes that may cause conditions to
completing a pending acquisition not to
be met, (vi) our
ability to successfully integrate and manage recently acquired businesses like Echo Lake Foods and
realize the
expected benefits
of
such
acquisitions, including
synergies, cost
savings,
reduction in
earnings volatility,
margin
expansion,
financial returns, expanded
customer relationships, or sales or growth opportunities, (vii) our
ability to compete effectively with
existing
competitors
and
new market
entrants,
retain
existing
customers,
acquire new
customers
and
grow
our
product mix
including
our prepared
foods
product offerings,
(viii)
the
impacts
and potential
future impacts
of government,
customer and
consumer reactions
to
recent high
market prices
for eggs,
(ix) potential
impacts
to
our business
as a
result
of our
Company
ceasing
to
be
a
“controlled company”
under
the
rules of
The
Nasdaq Stock
Market
on
April
14,
2025,
(x)
risks
relating to
potential changes in inflation, interest rates
and trade and tariff policies, (xi) adverse results in pending litigation and other legal
matters,
and
(xii)
global
instability,
including
as a
result
of the
war
in
Ukraine,
the
conflicts involving
Israel
and
Iran,
and
attacks on
shipping
in
the
Red
Sea. The
actual
timing,
number and
value of
shares
repurchased under
our share
repurchase
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 our Common Stock and general market and economic conditions. The share repurchase program may be
suspended, modified
or discontinued
at
any time
without
prior notice.
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 to be accurate. Further, forward-looking
statements included herein are made only as of
the respective dates thereof, or if no date is stated, as
of the date hereof. Except
as otherwise required by law, we disclaim any intent or obligation to update publicly
these forward-looking statements, whether
because of new information, future
events, or otherwise.
COMPANY OVERVIEW
Cal-Maine Foods,
Inc. (“Cal-Maine Foods,”
the “Company,”
“we,” “us,” “our”) is
the largest
egg company
in the
U.S. and
a
leading
player
in
the
egg-based
food
industry.
With
a
strong
national
footprint,
Cal-Maine
Foods
provides
nutritious,
affordable, and sustainable protein to millions
of households every day.
Index
21
The
Company’s
shell
egg
portfolio
spans
the
full
egg
value
ladder—from
conventional
to
specialty,
including
cage-free,
organic,
brown,
free-range,
pasture-raised,
and
nutritionally
enhanced
eggs—serving
both
retail
and
foodservice
customers
nationwide. Cal-Maine
Foods
also
participates in
the
growing prepared
foods
sector,
with
offerings such
as
pre-cooked egg
patties,
omelets,
folded and
scrambled egg
formats, hard-cooked
eggs, pancakes,
waffles,
and specialty
wraps.
Our branded
portfolio
includes
Eggland’s
Best®,
Land
O’Lakes®,
Farmhouse
Eggs®,
4Grain®,
Sunups®,
MeadowCreek
Foods®,
and
Crepini®.
Our operations are integrated, and we have one operating
and reportable segment. Our total flock
as of November 29, 2025,
of
approximately 49.3
million
layers and
11.4
million
pullets
and breeders
is
the
largest
in
the
U.S.
We
sell
our products
to
a
diverse group of customers, including national
and regional grocery store chains, club stores, companies servicing independent
supermarkets
in
the
U.S.,
and
foodservice
distributors
serving
restaurants,
convenience
stores,
healthcare
and
education
facilities and hotels throughout the majority of
the U.S. and aim to maintain efficient, state-of-the-art
operations located close to
our customers.
Our
strategy
includes
three
primary
priorities:
expanding
specialty
eggs
and
prepared
foods,
pursuing
disciplined
growth
through acquisitions and leveraging our
scale, vertical integration, operational
excellence and financial
strength.
Our operating
results
are materially
impacted by
market prices
for eggs
and feed
grains (corn
and soybean
meal), which
are
highly
volatile,
independent
of
each other,
and out
of
our
control. Generally,
higher market
prices
for
eggs
have
a
positive
impact on
our financial results
while higher market prices
for feed grains
have a negative
impact on
our financial results.
Our
pricing for shell eggs
is negotiated with
our customers on individual
terms. We
sell our shell
eggs at prices based
on formulas
that take into
account, in varying ways, independently quoted regional wholesale market prices for shell eggs,
formulas related
to
our costs
of production,
such as
grain-based and
variations of
cost-plus arrangements,
or hybrid
models including
cost
of
production and wholesale market prices.
Almost all of
our conventional eggs are priced and
sold under frameworks that
generally utilize
market-based formulas tied to
independently
quoted
regional
wholesale
market
quotes
or
utilize
the
hybrid
models
described above.
The
majority
of
our
specialty eggs are sold under frameworks
that do not utilize market-based formulas and instead are based
on cost of production,
although
we
do
have
some
customers that
prefer market-based
pricing
for
cage-free
eggs.
As
a
result,
specialty
egg
prices
typically do not fluctuate as much as
conventional pricing. We do
not sell eggs directly to consumers or set the
prices at which
eggs are sold to consumers.
Retail
sales
of
shell
eggs
historically
have
been
highest
during
the
fall
and
winter
months
and
lowest
during
the
summer
months. Prices
for shell eggs
fluctuate in response to
seasonal demand factors and
a natural increase in
egg production during
the
spring
and early
summer.
Historically,
shell
egg prices
tend
to
increase with
the
start
of the
school
year
and tend
to
be
highest
prior
to
holiday
periods,
particularly
Thanksgiving, Christmas
and
Easter.
Consequently,
and
all
other
things
being
equal, we would expect to experience lower selling prices, sales volumes and net income (and may
incur net losses) in our first
and
fourth
fiscal
quarters
ending
in
August/September
and
May/June,
respectively.
Because of
the
seasonal
and
quarterly
fluctuations,
comparisons
of
our
sales
and
operating
results
between
different
quarters
within
a
single
fiscal
year
are
not
necessarily meaningful comparisons.
We
routinely
fill
our
storage
bins
during
harvest
season
when
prices
for
feed
ingredients
are
generally
lower.
To
ensure
continued availability
of feed ingredients,
we may
enter into
contracts for future
purchases of
corn and
soybean meal,
and as
part
of
these
contracts,
we
may
lock-in
the
basis
portion
of
our
grain
purchases
several
months
in
advance.
Basis
is
the
difference between the
local cash
price for grain
and the
applicable futures price. A
basis contract is
a common transaction
in
the grain
market that allows
us to lock-in
a basis level
for a
specific delivery period and
wait to
set the futures
price at
a later
date. Furthermore, due
to the
more limited
supply for organic
ingredients,
we may
commit to purchase
organic ingredients
in
advance to help ensure supply. Ordinarily, we do not enter into long-term contracts beyond
a year to purchase corn and
soybean
meal
or
hedge
against
increases
in
the
prices
of
corn
and
soybean
meal.
Corn
and
soybean
meal
are
commodities
and
are
subject
to
volatile
price
changes
due
to
weather,
various
supply
and
demand
factors,
transportation
and
storage
costs,
speculators,
agricultural, energy and
trade policies
in the
U.S. and
internationally,
and global instability
that could
disrupt the
supply chain.
An important competitive advantage for Cal-Maine
Foods is our ability to meet our customers’ evolving needs with a favorable
mix of branded and private-label products
of conventional and specialty
eggs, including cage-free, organic,
brown, free-range,
pasture-raised and nutritionally-enhanced
eggs as well as prepared
foods and egg products.
Index
22
HPAI
Outbreaks of HPAI
have continued to
occur in U.S.
poultry flocks. From
the HPAI
outbreaks in 2015, there
were no reported
significant
outbreaks
of
HPAI
in
the
commercial
table
egg
layer
flocks
until
the
February
to
December
2022
time
period.
Thereafter,
there were no HPAI
cases affecting commercial layers until November 2023.
In calendar year 2024 and
2025, 40.2
million
and 45.1
million
commercial layer
hens and
pullets
were depopulated
due to
HPAI,
respectively.
The United
States
Department
of
Agriculture
(the
“USDA”)
reported
that
the
estimated
table-egg
layer
flock
as
of
December
1,
2025
was
approximately 302.8
million,
compared to
312.3
million,
319.9 million,
317.7
million
and 331.4
million
as of
December
1,
2024, 2023, 2022 and 2021, respectively.
HPAI is currently widespread in the wild bird population worldwide. Further, according to the U.S. Centers for Disease
Control
and Prevention
(“CDC”), as
of December
12,
2025,
there
were outbreaks
in
1,083
herds
of dairy
cows in
18
states,
and 71
human cases in
the U.S.,
almost entirely
among poultry and
dairy workers.
Two
of the
human cases resulted
in severe illness
after the patient was
exposed to sick and
dead birds in
backyard flocks. Both
patients were reported to
have underlying health
conditions and died in
2025. There have been no reported cases of person-to-person spread.
According to the CDC, the
human
health risk to the U.S. public from the HPAI virus is considered to be low.
We remain dedicated to robust biosecurity programs
across our locations
and have invested
more than $83
million in biosecurity
technology,
equipment, supplies, 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
have been
fully
operational since
fiscal 2025.
The extent
of possible
future outbreaks
among U.S.
commercial
egg
layer
flocks,
with
heightened risk
during
migration
seasons, cannot
be predicted.
According
to
the
USDA,
HPAI
cannot
be
transmitted
through
safely
handled
and
properly
cooked
eggs.
There
is
no
known
risk
related
to
HPAI
associated with
eggs that are currently
in the
market and no
eggs have been
recalled. For additional
information, see the
2025
Annual Report,
Part
II
Item 7
“Management’s
Discussion
and Analysis
of Financial
Condition
and Results
of Operations
HPAI.”
We have taken
proactive steps to
help mitigate the tight
egg supply situation across the country.
Our efforts resulted in a
2.6%
and 12.7%
increase in
our average
number of
layer hens
and breeder
flocks, respectively,
during the
second quarter
of fiscal
2026 compared to
the same prior-year
period. Total
chicks hatched increased 65.1%
during the second
quarter of fiscal
2026,
compared to
the
prior-year
quarter.
We
also
continue
to
invest
in
expansion projects
within
our
current operations
that
are
expected to add approximately 1.1 million
cage-free layer hens
and 250,000 pullets in fiscal 2026.
CAGE-FREE EGGS
Ten
states
have passed
legislation or
regulations mandating
minimum space
or cage-free
requirements for
egg production
or
mandated
the
sale
of
only
cage-free eggs
and
egg
products
in
their
states,
with
implementation of
these laws
ranging
from
January 2022
to
January 2030.
These states
represent approximately
27% of
the
U.S. total
population according
to
the
2020
U.S.
Census. California,
Massachusetts, Colorado, Michigan,
Oregon, Washington,
and Nevada,
which collectively
represent
approximately 23% of the total estimated U.S.
population,
have cage-free
legislation currently in effect.
A significant number of our customers have announced goals to either exclusively offer cage-free eggs or significantly increase
the
volume
of
cage-free egg
sales
in
the
future,
subject
in
most
cases
to
availability
of supply,
affordability
and
consumer
demand, among other contingencies. Our customers sell
initiatives and product mix are constantly
changing making it difficult
to accurately predict customer requirements for cage-free
eggs. We
are focused on
adjusting our cage-free production capacity
with a
goal of meeting the
future needs of
our customers in light
of changing state requirements
and our customers’
goals. As
always, we strive to offer a
product mix that aligns with current and anticipated customer purchase decisions. We
are engaging
with our customers to
help them meet their announced goals and
needs. We have
invested significant capital in
recent years to
acquire
and
construct
cage-free
facilities,
and
we
expect
our
focus
for
future
expansion
will
continue
to
include
cage-free
facilities. Our volume of cage-free egg sales has continued to increase and account for
a larger share of our product mix.
In the
second
quarter of
fiscal
year
2026,
cage-free
egg
revenue
represented
approximately
33.3%
of
our
total
shell
egg
revenue,
compared to 23.4% in the second quarter of fiscal year 2025. At the
same time, we understand the importance of our continued
ability to
provide conventional
eggs in
order to
provide our
customers with a
variety of
egg choices and
to address
hunger in
our communities.
For
additional
information,
see
the
2025
Annual
Report,
Part
I
Item
1,
“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.”
Index
23
ACQUISITIONS
Effective October 10, 2025, the Company acquired certain
assets of Clean Egg, LLC (“Clean Egg”) based
in Langwood, Texas,
for approximately $23.7 million. The
assets acquired included 677 thousand
brown cage-free and free-range layers and
pullets
and other inventory,
machinery and equipment related to its
processing facility and contract production.
See further discussion
in
Note 2 – Acquisitions
of the Notes to Condensed Consolidated
Financial Statements included
in this Quarterly Report.
Effective June
2,
2025,
the Company
acquired Echo
Lake Foods,
LLC (formerly
Echo Lake
Foods,
Inc.) and
certain related
companies
(collectively
“Echo
Lake
Foods”).
Echo
Lake
Foods
is
based
in
Burlington, Wisconsin
and
produces,
packages,
markets and distributes prepared foods, including
waffles, pancakes, scrambled eggs, frozen
cooked omelets, egg patties, toast
and diced
eggs.
The
acquisition
has expanded
our prepared
foods
product line
and
customer base.
See
further discussion
in
Note 2 Acquisitions
of the
Notes to
Condensed Consolidated
Financial Statements
included in
this
Quarterly Report.
Our
previously announced projects to increase
efficiency and expand production capacity are ongoing and expected
to be completed
in
fiscal 2027.
While these
initiatives are
underway and
are expected
to
drive higher
output, improve
efficiency and
provide
greater operational
flexibility once
complete, Echo
Lake Foods
has and
will experience
a temporary
reduction in
production
volumes
and
higher
costs,
which
began
late
in
the
second
quarter of
fiscal
2026
and
are
expected to
continue
through
the
remainder of fiscal 2026.
During the
third quarter of
fiscal 2025, we
acquired certain assets
of Deal-Rite Foods,
Inc. and certain of
its affiliates
(“Deal-
Rite”). The assets acquired included two feed mills, storage facilities, usable grain, vehicles,
related equipment and a retail feed
sales business located in
North Carolina. The acquired assets
will produce and
deliver feed
to our nearby shell
egg production
operations.
During
the
second
quarter
of
fiscal
2025,
we
completed
a
strategic
investment
with
Crepini
LLC,
establishing
a
new
egg
products and prepared foods venture. Crepini
LLC, founded in 2007,
grew its brand throughout the U.S.
and Mexico featuring
egg
wraps,
protein
pancakes,
crepes,
and
wrap-ups,
which
are
sold
online
and
in
over
3,500
retail
stores.
The
new
entity,
located
in
Hopewell
Junction,
New
York,
operates
as
Crepini
Foods
LLC
(“Crepini”).
We
capitalized
Crepini
with
approximately $6.75
million in
cash to
purchase additional equipment
and other
assets and
fund working
capital in
exchange
for a 51% interest in the new venture.
Crepini LLC contributed its existing assets and business
in exchange for a 49%
interest in
the new venture.
In
fiscal
2022,
we
announced a
strategic
investment
in
a
new
entity,
MeadowCreek
Food,
LLC
(“MeadowCreek”), which
became a majority-owned subsidiary of
the Company. During the fourth quarter of fiscal 2023, MeadowCreek
began operations
with
a
focus
on
being
a
leading
provider
of
hard-cooked
eggs.
During
the
second
quarter of
fiscal
2025,
we
acquired
the
remaining ownership interests in MeadowCreek
and it became a wholly-owned subsidiary
of the Company.
During the
first quarter of
fiscal 2025,
we acquired substantially
all the
commercial shell egg
production, processing
and egg
products breaking
assets of
ISE
America, Inc.
and certain
of its
affiliates (“ISE”).
The assets
acquired included
commercial
shell
egg production
and processing
facilities
with
a capacity
at
the
time
of acquisition
of approximately
4.7
million
laying
hens, including 1.0 million cage-free, and 1.2
million pullets, feed mills,
approximately 4,000 acres of land, inventories and an
egg products breaking facility. The acquired assets also include
an extensive customer distribution network across
the Northeast
and Mid-Atlantic states,
and production operations in
Maryland, New Jersey,
Delaware and South Carolina.
These production
assets
are
our
first
in
Maryland,
New
Jersey
and
Delaware. We
believe
this
acquisition provides
us
with
an
opportunity to
significantly enhance our market reach
in the Northeast and Mid-Atlantic states.
EXECUTIVE OVERVIEW
For the
second quarter and
the first
twenty-six weeks of
fiscal 2026,
we recorded a
gross profit
of $207.4
million and
$518.7
million,
respectively,
compared
to
$356.0
million
and
$603.3
million,
respectively,
for
the
same
periods
of
fiscal
2025,
primarily driven by a decrease
in the net average selling price
of shell eggs, particularly conventional eggs.
Our net
average selling
price per
dozen
for shell
eggs for
the
second quarter
of
fiscal 2026
declined 26.5%
to
$2.014
from
$2.740 in the prior-year period. Average
conventional egg prices per dozen declined 38.8% to $1.802 from $2.943 in the prior-
year period. Average specialty
egg prices per dozen declined
0.8% to $2.369
from $2.387 in the prior-year
period. Our dozens
sold for the second quarter of
fiscal 2026 decreased
2.2% compared to the second quarter of fiscal 2025.
Wholesale shell
egg prices are
volatile, cyclical,
and impacted by
a number
of factors, including
consumer demand, seasonal
fluctuations, the
number and
productivity of
laying hens
in the
U.S., outbreaks
of agricultural
diseases such
as HPAI,
severe
weather patterns and
retailers go-to-market strategies and how
they manage their inventories.
We
believe the
recent decline in
wholesale
egg
prices
primarily
reflects
improved
egg
supply
and
more
normalized
demand
patterns,
following
disruptions
Index
24
associated with HPAI in the prior year. Compared to the same period last year, panic-driven purchasing activity appears to have
subsided, and improved
pipeline availability relative
to the
prior-year period appears
to have reduced the
need for accelerated
purchasing or
inventory builds by
retailers and foodservice
operators. As a
result, wholesale prices have
declined, while
retail
prices have adjusted more gradually.
The daily
average price for
the Urner
Barry Southeast
Large Index
in the
second quarter
of fiscal
2026 fell
38.3%, while
the
USDA daily average price
for large shell eggs dropped 40.8% compared to the same
period last year.
Following the end of the quarter, the
Urner Barry Southeast Large Index continued to decline, falling from $2.69 on November
28, 2025, to $1.21 on December
30, 2025, a decrease
of 55.0%.
According to the USDA, the monthly average size of the layer hen flock from September through November 2025 (which
most
closely aligns
with our
second fiscal quarter)
was approximately
303.6 million
hens, a decrease of
5.5 million
hens, or
1.8%,
compared to the same period in
the previous year.
During the second quarter of fiscal 2026, 2.7
million hens were depopulated
due
to
HPAI,
compared
with
7.4
million
during
the
same
period
of
fiscal
2025,
representing
a
63.5%
reduction
in
depopulations.
For more information about historical shell egg prices, see
Part I, Item 1. “Business – Price for Shell Eggs” of our 2025 Annual
Report.
Prepared food sales for
the second quarter of fiscal 2026 increased
$61.2 million, compared to the second fiscal quarter
of fiscal
2025,
primarily
due to
our acquisition
of Echo
Lake
Foods in
the
first
quarter of
fiscal 2026.
See
above
for
discussion of
temporary reduction in production volumes
which contributed to the $22.7
million decrease in prepared foods sales, compared
to first fiscal quarter of 2026.
Our farm production costs per
dozen produced for the
second quarter of
fiscal 2026 increased 2.8%,
or $0.03 compared to
the
prior year
period, primarily
due to
higher other
farm production
costs. Other
farm production
costs increased 7.4%
primarily
due to high
facility costs compared to the comparable period in
the prior year.
Feed costs per dozen produced decreased 1.2%,
or
$0.01
in
the
second
quarter
of
fiscal
2026,
compared to
the
second
quarter
of
fiscal
2025,
primarily
due
to
lower
feed
ingredient prices. For information about historical corn and soybean meal
prices, see Part I, Item 1.
“Business – Feed Costs for
Shell
Egg
Production” of
our 2025
Annual Report.
Our prepared
foods
cost
of sales
increased $46.0
million
for the
second
quarter of fiscal 2026 compared
to the prior-year period,
primarily due to the acquisition of
Echo Lake Foods.
RESULTS OF OPERATIONS
The following table sets
forth, for the periods indicated, certain items
from our Condensed Consolidated Statements of Income
expressed as a percentage
of net sales.
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29,
2025
November 30,
2024
November 29,
2025
November 30,
2024
Net sales
100.0
%
100.0
%
100.0
%
100.0
%
Cost of sales
73.0
%
62.7
%
69.3
%
65.3
%
Gross profit
27.0
%
37.3
%
30.7
%
34.7
%
Selling, general and administrative
10.8
%
8.1
%
9.0
%
8.0
%
(Gain) loss on involuntary conversions
%
%
(0.4)
%
%
(Gain) loss on disposal of fixed assets
0.1
%
%
%
(0.1)
%
Operating income
16.1
%
29.2
%
22.1
%
26.8
%
Total other income, net
1.6
%
1.1
%
1.6
%
1.3
%
Income before income
taxes
17.7
%
30.3
%
23.7
%
28.1
%
Income tax expense
4.3
%
7.4
%
5.8
%
6.8
%
Net income
13.4
%
22.9
%
17.9
%
21.3
%
Less: Income (loss) attributable to
noncontrolling interest
%
(0.1)
%
%
(0.1)
%
Net income attributable to Cal-Maine
Foods, Inc.
13.4
%
23.0
%
17.9
%
21.4
%
Index
25
NET SALES
Total
net sales
for the
second quarter
of fiscal
2026 were
$769.5 million
,
compared to
$954.7 million
for the
same period
of
fiscal 2025.
Shell egg
sales represented 84.4%
and 94.6%
of total
net sales
for the
second quarters
of fiscal
2026 and
2025, respectively.
The Company’s
shell egg offerings,
for both branded and private-label products, include specialty and conventional shell eggs.
Specialty
shell
eggs
include
cage-free,
organic,
brown,
free-range,
pasture-raised
and
nutritionally
enhanced
shell
eggs.
Conventional shell eggs sales represent all
other shell egg sales not
sold as specialty shell eggs.
The Company’s
prepared food
offerings
include
items
such
as
pre-cooked
egg
patties,
omelets,
folded
and
scrambled
egg
formats,
hard-cooked
eggs,
pancakes, waffles, and specialty wraps.
Egg product offerings include liquid and frozen
egg products. Other sales represent
feed
sales, miscellaneous byproducts and resale
products.
Total net sales for both the twenty-six weeks ended November
29, 2025 and November 30, 2024 was
$1.7 billion.
Shell
egg
sales
represented
85.0%
and
94.5%
of
total
net
sales
for
the
twenty-six
weeks
ended
November
29,
2025
and
November 30, 2024, respectively.
The table below presents net sales in key
categories (in thousands, except
percentage data):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30,
2024
% Change
November 29, 2025
November 30,
2024
% Change
Shell Eggs
$
649,567
$
903,861
(28.1)
%
$
1,438,964
$
1,645,374
(12.5)
%
Prepared foods
71,650
10,439
586.4
155,586
19,377
702.9
Egg products
34,531
30,212
14.3
71,638
56,449
26.9
Other
13,750
10,159
35.3
25,912
19,342
34.0
Total net sales
$
769,498
$
954,671
(19.4)
%
$
1,692,100
$
1,740,542
(2.8)
%
The table below presents an analysis of
our shell egg sales (in thousands, except
percentage data):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
November 29, 2025
November 30, 2024
Shell egg sales
Conventional
$
363,865
56.0
%
$
616,891
68.3
%
$
869,806
60.4
%
$
1,101,627
67.0
%
Specialty
285,702
44.0
286,970
31.7
%
569,158
39.6
543,747
33.0
Total shell egg sales
$
649,567
100.0
%
$
903,861
100.0
%
$
1,438,964
100.0
%
$
1,645,374
100.0
%
Dozens sold
Conventional
201,963
62.6
%
209,597
63.5
%
401,256
62.7
%
409,586
64.0
%
Specialty
120,623
37.4
120,247
36.5
238,917
37.3
230,237
36.0
Total dozens sold
322,586
100.0
%
329,844
100.0
%
640,173
100.0
%
639,823
100.0
%
Net average selling price
per dozen
Conventional
$
1.802
$
2.943
$
2.168
$
2.690
Specialty
$
2.369
$
2.387
$
2.382
$
2.362
All shell eggs
$
2.014
$
2.740
$
2.248
$
2.572
Shell egg sales
Second Quarter – Fiscal 2026 vs. Fiscal 2025
-
In
the
second
quarter of
fiscal
2026,
conventional
egg
sales
decreased $253.0
million,
or
41.0%,
compared to
the
second quarter of fiscal 2025, primarily due to a
38.8
%
decrease in the prices for conventional eggs, which resulted in
a $230.4 million
decrease in net sales and a 3.6%
decrease in the volume
of conventional dozens sold, which resulted
in a $19.9 million decrease
in net sales.
Index
26
-
Specialty
egg
sales
decreased $1.3
million,
or
0.4%, in
the
second
quarter of
fiscal
2026,
compared to
the
second
quarter of fiscal
2025, primarily
due to
a 0.8%
decrease in prices
for specialty
eggs, which resulted
in a
$2.1 million
decrease in
net sales,
offset by
a 0.3%
increase in
the
volume of
specialty eggs
sold, which
resulted in
$1.0 million
increase in net sales.
-
See “Executive Overview” above for additional discussion of factors impacting shell
egg sales for the second quarters
of fiscal 2026 and 2025.
Twenty-six weeks – Fiscal 2026 vs. Fiscal 2025
-
For
the
twenty-six
weeks
ended
November
29,
2025,
conventional
egg
sales
decreased $231.8
million,
or
21.0%,
compared to
the
same
period
of
fiscal
2025,
primarily
due
to
a
decrease in
the
prices
for
conventional
shell
eggs.
Prices for
conventional eggs
decreased 19.4%,
which resulted
in
a $209.5
million
decrease in
net sales,
and a
2.0%
decrease in the volume of conventional eggs
sold resulted in a $22.4 million decrease
in net sales.
-
Specialty egg sales increased $25.4 million, or 4.7%, for the twenty-six weeks ended November 29, 2025 compared to
the
same
period
in
fiscal
2025,
primarily
due
to
an
increase in
the
volume
of
specialty
eggs
sold.
The
volume
of
specialty eggs sold increased 3.8%, which resulted in
a $20.5 million increase in net sales,
and the prices for specialty
eggs increased 0.8%, which resulted
in a $4.8 million increase in net sales.
During the first two
quarters of fiscal 2026,
a higher proportion
of our conventional eggs
were sold on a
hybrid pricing model
that takes into account both our cost of production
as well as wholesale market prices,
instead of solely market-based pricing,
in
response to
customer demand.
We
believe the
hybrid pricing
arrangement may
help some
customers better
plan and
manage
their businesses
and reinforces our
role as
a trusted
supplier.
Although hybrid
pricing may
reduce our
profitability
when egg
prices are high, compared to pure market-based pricing, it
could enhance our profitability when egg prices are low,
and lead to
reduced volatility in our financial results.
Prepared foods sales
Second Quarter – Fiscal 2026 vs. Fiscal 2025
-
The acquisition
of Echo
Lake Foods
positively impacted our
net
sales with
an increase
of $56.6
million in
revenue,
compared to the second quarter
of fiscal 2025.
Twenty-six weeks – Fiscal 2026 vs. Fiscal 2025
-
Prepared foods
net
sales increased
$136.2
million,
compared to
fiscal
2025,
primarily
due to
the
additional
$127.1
million in revenue from the acquisition
of Echo Lake Foods in the first quarter
of fiscal 2026.
Egg products sales
Second Quarter – Fiscal 2026 vs. Fiscal 2025
-
Egg
products sales
increased $4.3
million,
or 14.3%,
in
the
second
quarter of
fiscal 2026,
compared to
the
second
quarter of
fiscal 2025,
primarily due
to
a 10.1%
increase in
the net
average selling
price, resulting
in a
$3.0 million
increase in net sales.
Twenty-six weeks – Fiscal 2026 vs. Fiscal 2025
-
Egg
products sales
increased $15.2
million,
or 26.9%,
primarily due
to
increased net
average selling
price. The
net
average
selling
price
increased
17.0%,
resulting
in
a
$10.4
million
increase
in
net
sales,
and
an
8.5%
increase
in
pounds sold, resulted in a $5.6 million
increase in net sales.
Index
27
COST OF SALES
Cost of sales
consists of costs
directly related to producing, processing and packaging shell
eggs, purchases of shell eggs from
outside sources,
processing and
packing of
prepared foods
and egg
products,
and other
non-egg costs.
Farm production
costs
are those
costs incurred
at
our egg
production facilities,
including feed,
facility (including
labor), hen
amortization and
other
related farm production costs.
The following table presents our cost
of sales (in thousands):
Thirteen Weeks Ended
Twenty-six Weeks Ended
November 29,
2025
November 30,
2024
%
Change
November 29,
2025
November 30,
2024
%
Change
Cost of sales
Farm production
$
263,794
$
258,246
2.1
%
$
523,721
$
499,947
4.8
%
Processing, packaging,
and warehouse - shell
eggs
103,916
98,823
5.2
205,063
190,534
7.6
Egg purchases and other
cost of sales
112,109
198,030
(43.4)
275,703
366,479
(24.8)
Prepared foods
57,583
11,626
395.3
122,797
21,741
464.8
Egg products
24,710
31,904
(22.5)
46,116
58,581
(21.3)
Total cost of sales
$
562,112
$
598,629
(6.1)
%
$
1,173,400
$
1,137,282
3.2
%
Farm production costs (per
dozen produced)
Feed
$
0.477
$
0.483
(1.2)
%
$
0.475
$
0.488
(2.7)
%
Other
$
0.449
$
0.418
7.4
%
$
0.453
$
0.421
7.6
%
Total farm production cost
$
0.926
$
0.901
2.8
%
$
0.928
$
0.909
2.1
%
Dozens produced
289,886
288,035
0.6
%
572,260
554,874
3.1
%
Percent produced to sold
89.9%
87.3%
3.0
%
89.4%
86.7%
3.1
%
Second Quarter – Fiscal 2026 vs. Fiscal 2025
-
Farm
production costs
increased 2.1%
primarily
due to
increased production
costs
to
run our
facilities,
specifically
within labor and repairs and maintenance,
partially offset by a 1.2% decrease
in feed costs.
-
Processing, packaging and
warehouse increased $5.1
million,
as our
processing costs
and packing
materials
cost per
dozen increased 5%
which had a $4.7 million increase
in cost of sales.
-
Egg
purchases and
other
cost
of
sales
decreased
$85.9
million,
primarily
due
to
a
29.7%
decrease in
the
price
of
outside egg purchases compared
to the second quarter of fiscal 2025, which resulted
in a $61.0 million decrease in cost
of sales, and a 11.5%
decrease in the volume of outside egg purchases,
compared to the second quarter of fiscal 2025,
which resulted in a $26.6 million decrease
in cost of sales.
-
Prepared foods
costs
increased primarily
due
to
the
acquisition of
Echo
Lake
Foods
which increased
cost
of
sales
$42.9 million compared to the second
quarter of fiscal 2025.
Twenty-six weeks – Fiscal 2026 vs. Fiscal 2025
-
Farm
production costs
increased 4.8%
primarily
due to
increase in
eggs
produced, which
resulted
in
$15.8
million
increase in cost of sales, and a 2.1% increase in production costs.
This increase was primarily due to the same reasons
as described above.
-
Processing, packaging and warehouse increased $14.5 million,
as our processing costs and
packing materials
cost per
dozen increased 5% which had
a $9.2 million
increase in cost of sales,
as well as
increase volume of
eggs processed,
which resulted in $3.5 million increase
in cost of sales
Index
28
-
Egg
purchases and
other
cost
of
sales
decreased
$90.8
million,
primarily
due
to
a
14.9%
decrease in
the
price
of
outside egg
purchases compared to
the same
prior-year period,
which resulted
in a
$57.3
million decrease in
cost of
sales, and
a
9.6% decrease
in
the
volume
of outside
egg
purchases compared
to
the
same
prior-year
period, which
resulted in a $41.1 million decrease
in cost of sales.
-
Prepared foods
costs
increased primarily
due
to
the
acquisition of
Echo
Lake
Foods
which increased
cost
of
sales
$94.6 million compared to the twenty-six weeks
ended November 30, 2024.
Current indications
for corn
and soybean
project a
favorable stocks-to-use ratio
for us
near the levels
prevailing today
for the
remainder of fiscal 2026; however, as
long as outside
factors remain uncertain (including trade and tariff negotiations, weather
patterns and global supply chain disruptions),
volatility could remain.
GROSS PROFIT
Gross profit for the second
quarter of fiscal 2026 was $207.4 million, compared to $356.0 million for
the same period of 2025.
The decrease
was primarily
driven by
26.5% lower
net
average selling
prices
for shell
eggs
and 2.2%
lower shell
egg sales
volume,
offset
partially by
lower egg
prices for
outside purchases
and a
3% increase
in
percent produced
to
sold,
as well
as
contributions from prepared
foods.
Gross profit for the twenty-six
weeks ended November 26, 2025 was $518.7
million, compared to $603.3 million
for the same
period of 2026.
The decrease was primarily driven by 12.6% lower net
average selling prices
for shell eggs, offset
partially by
a decrease in the price and
volume of outside egg purchases, as dozens produced increased 3.1%, as well
as contributions from
prepared foods.
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
Selling,
general,
and
administrative
(“SGA”)
expenses
include
costs
of
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 tha
t
are
submitted
to
Eggland’s
Best,
Inc.
(“EB”)
to
support
the
EB
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
November 29,
2025
November 30,
2024
$ Change
% Change
Delivery expense
$
26,402
$
23,666
$
2,736
11.6
%
Marketing expense
14,686
15,074
(388)
(2.6)
%
Other general and administrative expenses
41,799
38,893
2,906
7.5
%
Total
$
82,887
$
77,633
$
5,254
6.8
%
Second Quarter – Fiscal 2026 vs. Fiscal 2025
-
Delivery expense increased
primarily due to the acquisition of Echo Lake Foods.
-
In the second quarter of
fiscal 2026, other general
and administrative expenses increased 7.5%,
compared to the prior
year period,
primarily due to the acquisition of Echo Lake Foods and increased
spending in professional and legal fees.
This was partially offset
by a reduced charge
in the change in
earnout liability
recorded in the prior year period
and a
reduction in the accrual for
anticipated employee bonuses compared
to the prior year period.
Index
29
Twenty-six Weeks Ended
November 29, 2025
November 30, 2024
$ Change
% Change
Delivery expense
$
52,445
$
44,730
$
7,715
17.2
%
Marketing expense
29,148
29,426
(278)
(0.9)
%
Other general and administrative
expenses
70,808
65,409
5,399
8.3
%
Total
$
152,401
$
139,565
$
12,836
9.2
%
Twenty-six weeks – Fiscal 2026 vs. Fiscal 2025
-
Delivery
expense
increased 17.2%
in
fiscal
2026,
compared to
fiscal
2025.
This
increase was
primarily
due
to
the
acquisition of Echo Lake Foods.
-
In fiscal 2026, other general and
administrative expenses increased 8.3% in fiscal 2026
compared to fiscal 2025. This
increase was primarily due to the same
reasons as described above.
GAIN ON INVOLUNTARY CONVERSION
In the first quarter of fiscal 2026, we recorded a gain of $7.5 million due to business interruption insurance
recoveries
related to
a weather-related event
that occurred in fiscal 2021.
OPERATING INCOME
For
the
second
quarter
of
fiscal
2026,
we
recorded
operating
income
of
$123.9
million,
compared
to
operating
income
of
$278.1 million for the same period of
fiscal 2025.
For the
twenty-six weeks
ended November 29, 2025,
we recorded operating income
of $373.1
million,
compared to operating
income of $465.0 million for the same
period of fiscal 2025.
OTHER INCOME (EXPENSE)
Total
other
income
(expense)
consists
of
items
not
directly
charged
or
related
to
operations,
such
as
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 second quarter of fiscal 2026,
we earned $12.5 million of interest income compared to $9.9 million for the same period
of fiscal 2025, primarily
due to higher average cash and cash equivalents
and investment securities available-for-sale balances.
The
Company
recorded interest
expense
of
$201
thousand
and $150
thousand
for
the
second quarters
ended
November
29,
2025 and November 30, 2024, respectively.
For the twenty-six weeks ended November 29, 2025, we earned $25.5 million of interest income compared to $19.9 million for
the same
period of fiscal
2025, primarily due to
higher average cash and
cash equivalents and investment
securities available-
for-sale balances. The Company recorded
interest expense of $351 thousand and $310 thousand for the twenty-six weeks ended
November 29, 2025 and November
30, 2024, respectively.
INCOME TAXES
For
the
second
quarter
of
fiscal
2026,
our
pre-tax
income
was
$136.1
million,
compared to
$289.0
million
for
the
second
quarter of fiscal 2025. Income
tax expense of $33.2
million was recorded for second
quarter 2026 with
an effective tax rate
of
24.4%. For the second quarter 2025, income
tax expense was $70.6 million with
an effective tax rate
of 24.4%.
For the
twenty-six weeks
ended November 29,
2025, pre-tax
income was
$399.3 million,
compared to
$486.9 million
for the
same period
of fiscal
2025. Income tax
expense of $97.3
million was recorded for
the twenty-six
weeks ended November
29,
2025,
with
an effective
tax
rate of
24.4%. For
the
same period
fiscal 2025,
income tax
expense was
$119.0
million
with an
effective tax rate of 24.4%.
Items causing our effective tax rate to
differ from the federal statutory income tax rate of
21% are state income taxes, offset
by
certain federal tax credits and
certain items included in
income or loss for
financial reporting purposes that
are not included in
Index
30
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
second
quarter ended
November
29,
2025
was
$102.8
million,
or
$2.14 per
basic and $2.13
per diluted common share,
compared to net
income attributable to Cal-Maine Foods,
Inc. of
$219.1
million, or $4.49 per basic and $4.47 per
diluted common share,
for the same period of fiscal
2025.
Net income
attributable to Cal-Maine Foods,
Inc. for the
twenty-six weeks ended
November 29, 2025,
was $302.1 million,
or
$6.27 per
basic and $6.26
per diluted common share,
compared to net
income attributable to Cal-Maine
Foods, Inc.
of $369.0
million or $7.57 per basic and $7.54 per
diluted common share, for the same
period of fiscal 2025.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital and Current Ratio
Our working
capital was
$1.5
billion
at
November 29,
2025,
compared to
$1.7
billion
at
May 31,
2025.
The calculation
of
working capital is defined as current assets less current liabilities. Our current ratio was 8.0 at November 29, 2025 compared to
6.4 at
May 31, 2025.
The increase in
our current ratio
is primarily due
to a
decrease in dividends
payables with respect to
our
second quarter 2026. The current
ratio is calculated by dividing current assets by current
liabilities.
Cash Flows from Operating Activities
For the twenty-six weeks ended November 29, 2025, $373.4 million in net cash was provided by operating
activities, compared
to
$240.2
million
provided by
operating activities
for the
comparable period
in
fiscal 2025.
The increase
in
cash flow
from
operating
activities
resulted
primarily
from
an
increase
in
cash
collections
from
customers
and
the
addition
of
Echo
Lake
Foods.
Cash Flows from Investing Activities
For
the
twenty-six
weeks
ended
November
29,
2025,
$246.0
million
was
used
in
investing
activities,
primarily
due
to
the
acquisitions of
Echo Lake
Foods and
Clean Egg
and purchases
of
investment securities, compared
to
$247.4 million
used in
investing activities in the same period of fiscal 2025. Purchases
of investment securities were $345.4 million during the twenty-
six weeks
ended November 29, 2025,
and sales and maturities
of investment securities
were $490.4 million during
the period.
Sales
and
maturities
of
investment
securities
were
$426.5
million
in
the
prior-year
period
while
purchases
of
investment
securities were $501.6 million
during the period. Cash paid
for business acquisitions,
net of cash acquired, was $299.0
million
in
the
twenty-six weeks
ended November
29, 2025,
related to
the
Echo Lake
Foods and
Clean Egg
acquisitions, and
$111.5
million in
the prior-year period,
related to the
ISE acquisition. Purchases of
property, plant
and equipment were
$92.1 million
and $65.6 million in fiscal 2026 and 2025,
respectively, primarily reflecting progress on our
construction projects.
Cash Flows from Financing Activities
For the twenty-six weeks ended November
29, 2025, $255.4 million was used in financing
activities, primarily due to dividends
paid of $180.5 million in
fiscal 2026, compared to $87.8 million in
the same prior-year period. Purchases of common
stock by
treasury were $74.9
million
during the
twenty-six weeks
ended November
29, 2025,
due
to the
repurchase of
common stock
under the Company’s share repurchase
program.
Net Change in Cash and Cash Equivalents
As of November 29, 2025,
cash,
cash equivalents and restricted
cash decreased $128.0 million
since May 31, 2025,
compared
to a decrease of $97.6 million during the same period of fiscal
2025. The decrease is primarily due to the cash paid for the
Echo
Lake Foods acquisition during the first quarter
of fiscal 2026 and higher dividends paid with respect
to our first quarter of fiscal
2026.
Credit Facility
On
November
15,
2021,
we
entered into
a
credit
agreement that
provides
for
a 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 November
29,
Index
31
2025,
no
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.
Share Repurchase Program
In February 2025, the Company’s
Board of Directors (“Board”) approved a $500 million
share repurchase program. The share
repurchase program authorizes the Company,
in management’s discretion,
to repurchase Common Stock
from time to
time for
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.
During the twenty-six
weeks
ended November 29, 2025, the Company repurchased 846,037 shares or approximately $74.8 million under the program. As of
the
end
of
the
second
quarter
of
fiscal
2026,
we
had
remaining
authorization
to
purchase up
to
$375.2
million
under
the
repurchase program. See
Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
for further information.
The Company expects to strategically and opportunistically
repurchase shares from time to time through solicited
or unsolicited
transactions in the open
market, in privately negotiated transactions or
by other means
in accordance with securities laws. The
Company
expects that
share repurchases under
the
program
will
be funded
from 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
In
accordance
with
our
variable
dividend
policy,
we
will
pay
a
cash
dividend
totaling
approximately
$34.3
million,
or
approximately $0.719 per share,
to holders of our Common Stock with respect
to our second quarter of fiscal
2026. The amount
paid per share will vary based on the number of outstanding shares on the record date. The dividend is payable on February 12,
2026, to holders of record
on January 28, 2026.
Material Cash Requirements
Material cash requirements
for operating activities primarily consist
of feed ingredients,
processing, packaging and warehouse
costs,
employee
related
costs,
maintenance
capital
expenditures
and
other
general
operating
expenses.
Our
material
cash
requirements for growth capital expenditures consist
primarily of our construction projects
to increase our production
capacity
of prepared foods and cage-free shell
egg production. We
believe our current cash
balances, investments, projected cash flows
from operations,
and available
borrowings under
our Credit
Facility will
be sufficient
to fund
our cash
needs for
at
least the
next 12 months and to fund our capital commitments currently
in place thereafter. Future acquisitions of businesses
may require
additional financing.
IMPACT OF RECENTLY
ISSUED ACCOUNTING
STANDARDS
For information on changes in accounting principles and new
accounting principles,
see “
New Accounting Pronouncements and
Policies”
in
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
a significant
level of
estimation uncertainty
and have
had or
are
reasonably likely
to
have a
material impact
on
our
financial condition
or results
of operations.
There have
been no
changes to
our critical
accounting
estimates identified in
our
2025 Annual Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET
RISK
There have been no material changes
in our exposure to market risk during the
twenty-six weeks ended November
29, 2025
from the information provided in Part II
Item 7A, Quantitative and Qualitative
Disclosures About Market Risk
in our 2025
Annual Report.
Index
32
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
SEC’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, or persons performing similar functions,
as appropriate to 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 November
29, 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 November 29, 2025
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,
our
internal
control
over
financial
reporting.
As
disclosed elsewhere in this Quarterly Report,
we completed the acquisition of Echo Lake Foods during the first quarter of fiscal
2026.
As
permitted
by
SEC
guidance,
the
scope
of
management’s
review
of
its
internal
control
over
financial
reporting
excluded Echo Lake Foods.
Index
33
PART
II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
Refer
to
the
discussion
of
certain
legal
proceedings involving
the
Company
and/or
its
subsidiaries
in
(i)
our
2025
Annual
Report,
Part
I Item
3
Legal Proceedings,
and Part
II Item
8,
Notes to
Consolidated Financial
Statements and
Supplementary
Data,
Note
16
-
Commitments
and
Contingencies,
and
(ii)
in
this
Quarterly
Report
in
Note 10
- Commitments and
Contingencies
of
the
Notes
to
Condensed Consolidated
Financial
Statements,
which discussions
are
incorporated herein
by
reference.
ITEM 1A.
RISK
FACTORS
Except
as
set
forth below,
there
have
been
no
material
changes
in
the
risk
factors
previously
disclosed in
the
2025
Annual
Report. The following risk factors
should be read in conjunction with
the risk factors set forth in the 2025
Annual Report.
Our shell eggs, egg products and prepared foods
offerings are susceptible to contamination, and we may be required to,
or we may voluntarily, recall contaminated products.
We
sell
food products
for human
consumption,
including shell
eggs,
egg products
and prepared
foods,
which involves
food
safety risks such as:
food
contamination
caused
by
disease-producing
organisms
or
pathogens,
such
as
Listeria
monocytogenes
,
Salmonella
Enteritidis
,
and
pathogenic
E
Coli
.,
including
contamination
caused
by
introduction
of
pathogens
as
a
result of
improper handling by
customers or consumers (over
which we
have no
control) or by
operational errors by
suppliers or co-manufacturers
or in our facilities;
mislabeling, including with respect to food allergens;
food spoilage;
nutritional and health-related concerns;
and
product tampering.
Shipment of contaminated, mislabeled,
spoiled or otherwise deficient products, even
if inadvertent, could result in a violation of
law and lead to increased risk of exposure to product liability claims, product recall or withdrawal
and scrutiny by federal, state
and
local
regulatory
agencies.
We
have
little,
if
any,
control
over
proper
handling
once
the
product
has
been
shipped
or
delivered.
In
addition,
products
purchased
from
other
producers
could
contain
contaminants,
or
be
spoiled,
mislabeled
or
otherwise deficient that
might be
inadvertently redistributed or sold
by us.
This has
occurred in the
past and may
occur in the
future. As
such, we
might decide
or be
required to
recall or
withdraw a
product if
we, our
customers or
regulators believe
it
poses
a potential
health risk.
Any shipment
of deficient
product or
any action
taken in
response, such
as a
product recall
or
withdraw,
could
result
in
a
loss
of
consumer
confidence in
our
products,
adversely
affect
our
reputation
with
existing
and
potential
customers
and
have
a
material
adverse
effect
on
our
business,
results
of
operations
and
financial
condition.
We
currently maintain
insurance with
respect to
certain of
these risks,
including product
liability
insurance, business
interruption
insurance, product recall insurance and general
liability insurance, but
in many cases such
insurance is expensive and difficult
to obtain, and no assurance can be given that such
insurance can be maintained in the future on acceptable terms or in sufficient
amounts to protect us against losses due
to any such events, or at all.
Our business is highly competitive.
The production and sale of
fresh shell eggs, which accounted for 94.3%
to 95.3% of our
net sales in our
last three fiscal years,
is intensely competitive. We
compete with a large number
of competitors that
may prove to be
more successful than we are
in
producing, marketing and selling shell eggs.
We cannot provide assurance that we will be able
to compete successfully with any
or all
of these companies.
Increased competition could result in
price reductions, greater cyclicality,
reduced margins and
loss
of market share, which would negatively
affect our business, results of operations, and
financial condition.
In
addition,
our
growth
strategy
includes expansion
of
our
product
offerings
including
prepared foods.
The
prepared
foods
business is intensely competitive and includes competition from other prepared food companies and other suppliers of prepared
and
convenience foods,
including
restaurants, grocery
stores
and
convenience stores,
many
of
which
have
more
experience
operating prepared and
convenience foods
businesses. In
response to
these competitive
pressures, we may
have to
reduce the
prices of
our products,
or increase or reallocate
our spending
on marketing, advertising
and promotional activity.
Competitive
pressures may also restrict our ability to increase
prices, including in response to commodity and
other input cost increases. Our
profits could decrease if either a
reduction in prices or increase in
costs without comparable increase in price is
not offset with
Index
34
increased sales volume. Alternatively,
if we do not
reduce our prices or
increase our prices,
as applicable, and our competitors
seek advantage through pricing or
promotional changes, our revenues
and market share could be
adversely affected.
ITEM 2. UNREGISTERED SALES OF
EQUITY SECURITIES AND USE
OF PROCEEDS
The following table is a summary of our second
quarter 2026 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
per Share
Or Programs
the Plans or Programs (a)
08/31/25 to 09/27/25
$
$
09/28/25 to 10/25/25
241,483
90.95
241,483
428,038,125
10/26/25 to 11/29/25
604,554
87.47
604,554
375,157,877
846,037
$
88.46
846,037
$
375,157,877
(a)
In
February
2025,
the
Company
announced
a
$500
million
share
repurchase
program.
The
share
repurchase
program
authorizes
the
Company,
in
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.
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.
ITEM 5.
OTHER INFORMATION
During the second quarter of fiscal 2026, no
director or officer of the Company
adopted
or
terminated
any Rule 10b5-1 trading
arrangement or
non-Rule
10b5-1
trading arrangement, as such
terms are defined in Item 408(a)
of Regulation S-K.
ITEM 6. EXHIBITS
Exhibits
No.
Description
2.1
Echo Lake Foods Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Form
10-Q, filed April 8, 2025)
3.1
Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Exhibit 4.1 in the Registrant’s Form S-3, filed April 15, 2025, Registration No. 333-286548)
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant’s Form 8-K, filed March 27, 2025)
31.1*
Rule 13a-14(a) Certification of the Chief Executive Officer
31.2*
Rule 13a-14(a) Certification of the Chief Financial Officer
32**
Section 1350 Certification of the Chief Executive Officer and the Chief Financial Officer
101.SCH*+
Inline XBRL Taxonomy Extension Schema Document
101.CAL*+
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF*+
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101.LAB*+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data
File (formatted as Inline XBRL and contained in
Exhibit 101)
*
Filed herewith as an Exhibit.
**
Furnished herewith as an Exhibit.
+
Submitted electronically with this Quarterly
Report.
Index
35
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this
report to be signed
on
its behalf by the undersigned, thereunto
duly authorized.
CAL-MAINE FOODS, INC.
(Registrant)
Date:
January 7, 2026
/s/ Max P. Bowman
Max P.
Bowman
Vice President, Chief Financial Officer
(Principal Financial Officer)
໿
Date:
January 7, 2026
/s/ Matthew S. Glover
Matthew S. Glover
Vice President – Accounting
(Principal Accounting Officer)
໿

FAQ

How did Cal-Maine Foods (CALM) perform in its latest reported quarter?

For the thirteen weeks ended November 29, 2025, Cal-Maine Foods generated net sales of $769.5 million, down from $954.7 million a year earlier. Net income attributable to the company declined to $102.8 million from $219.1 million, mainly because the net average selling price per dozen shell eggs fell 26.5% as egg markets normalized after prior HPAI-driven disruptions.

What were Cal-Maine Foods’ key profitability metrics this quarter?

The company reported quarterly gross profit of $207.4 million, compared with $356.0 million in the prior-year period. Operating income was $123.9 million versus $278.1 million a year ago, with diluted earnings per common share at $2.13, down from $4.47. Lower conventional egg prices were the primary driver of the reduced profitability.

How significant is prepared foods to Cal-Maine Foods’ revenue now?

Prepared foods have become a much larger contributor, with quarterly prepared foods revenue rising to $71.7 million from $10.4 million in the prior-year quarter. This growth is largely due to the Echo Lake Foods acquisition, which added waffles, pancakes, omelets, egg patties and other prepared products to the portfolio.

What recent acquisitions has Cal-Maine Foods (CALM) completed?

Effective June 2, 2025, the company acquired Echo Lake Foods for cash consideration of $275.4 million, adding a broad prepared foods platform. On October 10, 2025, it also acquired certain assets of Clean Egg, LLC in Texas for approximately $23.7 million, including 677 thousand brown cage-free and free-range layers and pullets, inventory, machinery and equipment.

What is Cal-Maine Foods’ dividend policy and recent dividend activity?

The board-adopted policy provides for quarterly dividends equal to one-third of GAAP net income attributable to Cal-Maine Foods for each profitable quarter, with catch-up provisions if there was a prior loss. For the thirteen weeks ended November 29, 2025, the company declared dividends of $0.719 per share, totaling $34.2 million, and dividends payable on the balance sheet were $34.3 million.

What major legal matters are affecting Cal-Maine Foods currently?

Key matters include the Kraft Foods Global et al. v. United Egg Producers et al. egg products antitrust case, where a jury award of $17.8 million was trebled to a $43.6 million judgment jointly and severally against defendants. Cal-Maine has posted a $23.9 million bond and recorded a $19.6 million accrual. In the Oklahoma watershed case, the court imposed about $70,000 in penalties and ordered long-term injunctive and remediation obligations funded by defendants.

How exposed is Cal-Maine Foods to HPAI and what steps has it taken?

The company operates the largest U.S. flock with about 49.3 million layers and 11.4 million pullets and breeders as of November 29, 2025, and notes that HPAI remains widespread in wild birds. It reports investing more than $83 million in biosecurity since 2015 and increased its average number of layer hens by 2.6% and breeder flocks by 12.7% in the second quarter of fiscal 2026 versus the prior-year quarter to help mitigate supply tightness.

Cal Maine Foods Inc

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3.84B
42.88M
9.84%
94.41%
10.09%
Farm Products
Consumer Defensive
Link
United States
RIDGELAND