Cal-Maine Foods (CALM) to buy Creighton Brothers and Crystal Lake assets

Rhea-AI Filing Summary

Cal-Maine Foods is expanding its egg and prepared foods business by acquiring the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC, including Crystal Lake LLC. The total purchase price is approximately $128.5 million, subject to customary post-closing adjustments, and is being funded entirely with available cash on hand.

Creighton Brothers adds commercial shell egg production and grading capacity for about 3.2 million laying hens, including 500,000 cage-free, plus 865,000 pullets, a feed mill, 1,007 acres of land, and an egg products and hard-cooked egg facility. Both acquired businesses are based in Warsaw, Indiana, where Cal-Maine previously had no shell egg operations, broadening the company’s geographic footprint.

Cal-Maine plans to fully integrate Creighton Brothers and Crystal Lake into its existing operations, including 177 employees. Management highlights benefits such as greater shell egg scale, more specialty and conventional capacity, nearby liquid egg production to support prepared foods, improved supply security for egg-based ingredients, and the potential for better margins and operational efficiency over time.

Insights

Food & Agribusiness Analyst

Cal-Maine uses cash to add scale, geography, and prepared foods capacity.

Cal-Maine Foods is purchasing the shell egg, egg products, and prepared foods assets of Creighton Brothers and Crystal Lake for about $128.5 million in cash. The deal brings 3.2 million laying hens, 865,000 pullets, a feed mill, land, and an egg products facility.

This acquisition extends Cal-Maine’s footprint into Warsaw, Indiana, where it previously had no shell egg operations, and increases both conventional and cage-free capacity. It also adds nearby liquid egg production that can supply its prepared foods business, which management links to better supply security, margin improvement, and operating efficiency.

Management frames the transaction as consistent with a disciplined, returns-focused capital allocation strategy and mentions expected benefits like reduced earnings volatility, margin expansion, and growth opportunities. Actual outcomes will depend on successful integration of the 177 employees, aligning new capacity with demand, and managing industry risks such as HPAI, input costs, and competitive dynamics highlighted in the risk discussion.

0000016160 False ☐ ☐ ☐ ☐ ☐ 0000016160 2026-03-02 2026-03-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):

March 2, 2026

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

MS

39157

(Address of principal executive offices (zip code))

601

-

948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

☐

Item 8.01 Other Events

On March 2, 2026, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing the acquisition of the shell

egg, egg products, and prepared foods assets of

Creighton Brothers LLC

, including

Crystal Lake LLC

, for a total purchase

price of approximately $130 million, subject to customary post-closing adjustments. Cal-Maine Foods is funding the

acquisition with available cash on hand. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this

Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on March 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC.

Date:

March 2, 2026

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

Exhibit 99.1

Press Release

Cal-Maine Foods Announces Acquisition of Creighton Brothers LLC

Expands Presence Across Integrated Portfolio, Broadens Geographic Footprint, and

Advances Disciplined Capital Allocation Strategy

RIDGELAND, Miss., Mar. 2, 2026 — Cal-Maine Foods, Inc. (NASDAQ: CALM), the largest egg

company in the United States and a leading player in the egg-based food industry, today

announced the acquisition of the shell egg, egg products, and prepared foods assets of Creighton

Brothers LLC, including Crystal Lake LLC, for a total purchase price of approximately $128.5

million, subject to customary post-closing adjustments. Cal-Maine Foods is funding the acquisition

with available cash on hand.

Established in 1925, Creighton Brothers produces, grades, and packages high-quality

conventional and specialty shell eggs for retail and foodservice markets. Crystal Lake produces

ready-to-use egg products for the foodservice and food manufacturing industries, including liquid,

frozen, and hard -cooked eggs, and distributes pre-cooked egg patties, omelets, and scrambled

eggs. Both companies are headquartered in Warsaw, Indiana, where Cal-Maine Foods previously

had no shell egg operations.

“The acquisition of Creighton Brothers and Crystal Lake advances our strategy by expanding the

scale and geographic reach of our shell egg platform, across both specialty eggs and conventional

eggs, adding meaningful growth to our portfolio. This incremental capacity strengthens our ability

to align production with demand, better positioning us to consistently meet consumer expectations

for choice, reliability, and affordability. Together with the Creighton Brothers and Crystal Lake team,

we will build on the strong foundation already in place—combining our operational excellence,

deep customer relationships, supply chain expertise, rigorous capital deployment, and robust

systems to accelerate growth and unlock new opportunities,” said Sherman Miller, president and

chief executive officer of Cal-Maine Foods.

“Importantly, with nearby liquid egg capacity, we further our internal sourcing strategy for key egg-

based ingredients for our prepared foods business—strengthening supply security, improving

margins, and driving greater operational efficiency. Together, these advantages compound over

time and, guided by our disciplined, returns-focused approach, drive performance and create

sustainable per-share value,” he continued.

The acquired assets include commercial shell egg production and grading with capacity of

approximately 3.2 million laying hens, including 500,000 cage-free, and 865,000 pullets, a feed

mill, 1,007 acres of land, as well as an egg products and hard-cooked egg processing facility.

Creighton Brothers and Crystal Lake will be fully integrated into Cal-Maine Foods’ existing

operations, including its 177 employees. Mr. Miller commented, “We are proud to welcome this

exceptional team to the Cal -Maine Foods family. Their high-quality operations reflect remarkable

dedication and capability, and we look forward to achieving even greater success together.”

Mindy Truex, President of Creighton Brothers and Crystal Lake, stated, “With mixed personal

emotions and great pride, I’m excited to see the legacy of Hobart and Russell Creighton and their

families continue and grow with a new family at Cal-Maine. I believe our dedication to excellence

and doing things right will mesh well and provide an example to follow for another 100 years.”

About Cal-Maine Foods

Cal-Maine Foods, Inc. (NASDAQ: CALM) is the largest egg company in the United States 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.

The Company’s portfolio spans the full egg value ladder—from conventional to specialty, including

cage-free, organic, brown, free-range, pasture-raised, and nutritionally enhanced—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. Its branded

portfolio includes Eggland’s Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®,

Sunny Meadow®, MeadowCreek Foods®, and Crepini®.

Headquartered in Ridgeland, Mississippi, Cal-Maine’s strategy combines scale, operational

excellence, and financial discipline with a commitment to innovation and sustainability, to enable

the Company to deliver trusted nutrition, enduring partnerships, and long-term value for its

stakeholders.

Forward Looking Statements

Statements contained in this press release that are not historical facts are forward-looking

statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The

forward-looking statements are based on management’s current intent, belief, expectations,

estimates and projections regarding our Company and our 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 the Company’s SEC Filings (including its Annual Report on

Form 10-K, as updated in Part II Item A of the 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

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

Company’s SEC filings may be obtained from the SEC or the Company’s website,

www.calmainefoods.com. 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.

Contacts

Investors: ir@cmfoods.com

Media: media@cmfoods.com

Telephone: (601) 948-6813

FAQ

What acquisition did Cal-Maine Foods (CALM) announce involving Creighton Brothers?

Cal-Maine Foods announced it will acquire the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC, including Crystal Lake LLC, for approximately $128.5 million. The transaction adds production, processing, and land assets to Cal-Maine’s portfolio, expanding its egg and prepared foods operations.

How is Cal-Maine Foods (CALM) funding the Creighton Brothers acquisition?

Cal-Maine Foods is funding the approximately $128.5 million purchase of Creighton Brothers and Crystal Lake assets entirely with available cash on hand. Using cash rather than new debt or equity keeps the capital structure unchanged while deploying existing liquidity into expanded production and prepared foods capabilities.

What new production capacity does Cal-Maine gain from Creighton Brothers and Crystal Lake?

The acquired assets include commercial shell egg production and grading capacity for about 3.2 million laying hens, including 500,000 cage-free, plus 865,000 pullets. Cal-Maine also gains a feed mill, 1,007 acres of land, and an egg products and hard-cooked egg processing facility in Warsaw, Indiana.

How does the Creighton Brothers deal change Cal-Maine Foods’ geographic footprint?

Creighton Brothers and Crystal Lake are headquartered in Warsaw, Indiana, where Cal-Maine previously had no shell egg operations. The acquisition gives Cal-Maine a new regional base in the Midwest, broadening distribution options and positioning the company closer to certain retail, foodservice, and manufacturing customers.

Why does Cal-Maine Foods see strategic value in the Crystal Lake prepared foods assets?

Crystal Lake produces liquid, frozen, and hard-cooked egg products and distributes pre-cooked egg patties, omelets, and scrambled eggs. Cal-Maine expects nearby liquid egg capacity to strengthen internal sourcing for its prepared foods business, support supply security, improve margins, and enhance operational efficiency over time.

What integration plans does Cal-Maine Foods (CALM) have for Creighton Brothers and Crystal Lake employees?

Cal-Maine Foods plans to fully integrate Creighton Brothers and Crystal Lake into its existing operations, including their 177 employees. Management emphasizes respect for the acquired teams’ capabilities and intends to combine their experience with Cal-Maine’s systems, customer relationships, and supply chain to pursue growth opportunities.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 66.2 KB

Other Documents

• EX-101 EX-101.SCH 1.8 KB
• EX-101 EX-101.LAB 14.6 KB
• EX-101 EX-101.PRE 10.5 KB