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Cal-Maine Foods (NASDAQ: CALM) settles alleged DOJ egg antitrust claims with $1.5M and egg donation

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cal-Maine Foods reported that it reached an agreement with the U.S. Department of Justice and 17 state attorneys general to resolve alleged antitrust claims related to information sharing among egg producers, following a 15‑month investigation. The agreement does not include any admission of wrongdoing, and Cal-Maine was not assessed fines or penalties.

Cal-Maine will implement additional antitrust compliance and reporting measures, donate 30 million eggs, and pay $1.5 million to the participating states. The company highlighted prior investments of more than $88 million in biosecurity since 2015 and emphasized that resolving the matter allows management to focus on operations and future growth.

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Insights

Regulatory overhang eases with modest settlement cost and no fines.

Cal-Maine has reached an agreement with the DOJ and 17 states to resolve alleged antitrust claims tied to cooperative activity in the egg market. The company denies wrongdoing and states the agreement involves no fines or penalties, which limits direct financial damage.

Economic terms are relatively small for a national leader: a $1.5 million payment and a donation of 30 million eggs, alongside enhanced compliance and reporting measures. The filing stresses that cited communications were primarily from a former employee and that the company believes they did not affect egg prices.

From an investor perspective, the main impact is removal of uncertainty around a federal antitrust investigation. The company also reiterates long-term investments of over $88 million in biosecurity since 2015, suggesting continued focus on operational resilience while it moves past this legal matter.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Egg donation 30 million eggs Donation to states under agreement resolving alleged antitrust claims
Cash payment to states $1.5 million Total paid to 17 states’ attorneys general under resolution
Investigation length 15 months Duration of DOJ investigation into alleged anticompetitive conduct
Biosecurity investment More than $88 million Invested in biosecurity since 2015 to protect hen flock
antitrust regulatory
"to resolve alleged antitrust claims against the Company, subject to applicable court approvals"
Antitrust are laws and government actions that stop companies from unfairly dominating markets, fixing prices, or blocking competitors — think of a referee preventing one player from hogging the ball so the game stays fair. Investors care because antitrust investigations, fines, or orders to change business practices can reduce revenue, raise costs, or limit growth, which directly affects a company’s risk profile and valuation.
attorneys general regulatory
"agreement with the U.S. Department of Justice and seventeen states’ attorneys general"
The attorneys general are the top legal officers for a state or government jurisdiction who enforce laws, bring or settle lawsuits, and order investigations on behalf of the public. For investors they matter because these officials can impose fines, force changes to business practices, or block deals — like a powerful referee whose decisions can create legal costs, operational limits, or sudden swings in a company’s stock value.
biosecurity technical
"investing more than $88 million in industry-leading biosecurity since 2015"
Biosecurity is the set of practices, physical safeguards and rules designed to prevent accidental or intentional release, theft or misuse of biological agents and to keep supply chains, workplaces and communities safe—like locks, alarms and hygiene rules for anything involving microbes or biological materials. It matters to investors because weak biosecurity can lead to costly shutdowns, regulatory fines, damaged reputation and disrupted products or services, while strong biosecurity protects business continuity and reduces legal and financial risk.
forward-looking statements regulatory
"Statements contained in this press release that are not historical facts are forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
cage-free requirements technical
"cooperative to supply eggs to customers in compliance with cage-free requirements in certain markets"
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Learn about SEC filing dates
FALSE 0000016160 0000016160 2026-06-29 2026-06-29
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):
June 29, 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
June
29,
2026,
Cal-Maine
Foods,
Inc.
(the
“Company”)
issued
a
press
release
announcing
that the
Company
reached
an
agreement
with the U.S. Department
of Justice (“DOJ”)
and seventeen
states’
attorneys general
to resolve alleged antitrust
claims
against the
Company, subject
to applicable
court approvals and procedures.
The agreement follows
a fifteen-month investigation
by the
DOJ that
centered
broadly on
whether
there was a
violation
of antitrust
laws through
alleged anticompetitive
conduct
by
and
among
egg producers.
The
agreement
does not
admit
wrongdoing
or violations
of law by
the
Company
and the
Company
was
not assessed
any
fines
or penalties.
Under the
terms
of the
agreement,
the Company
agreed
to implement
certain
antitrust
compliance
and reporting measures,
donate
30 million
eggs, and pay
a total of $1.5
million to such
states to resolve
the matter. A
copy
of the Company’s
press release is attached
hereto as Exhibit
99.1.
Item 9.01.
Financial
Statements
and Exhibits
(d)
Exhibits
Exhibit
Number
Description
99.1
Press Release issued by the Company on June 29, 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:
June 29,
2026
By:
/s/ Max
P. Bowman
Max P. Bowman
Director, Vice
President, and
Chief Financial
Officer
exhibit991p1i0
Exhibit
99.1
Press Release
Cal-Maine Foods Reaches Resolution with U.S. Department of Justice and 17 States’ Attorneys
General
RIDGELAND,
Miss., June
29, 2026 — Cal-Maine Foods, Inc. (“Cal-Maine” or “the Company”) (Nasdaq:
CALM) today announced that it has reached an agreement to resolve the claims of the U.S. Department of
Justice (DOJ) and 17 states' attorneys general against the Company, subject to applicable approvals and
court procedures. The agreement follows a 15-month-long investigation by the DOJ that centered broadly
on whether egg producers that had organized a cooperative to supply eggs to customers in compliance
with cage-free
requirements
in certain
markets were attempting
to manipulate
an industry
price index
by
sharing information
about bidding activities.
Cal-Maine was a member
of the cooperative,
but exited
in
May 2024, prior to
and unrelated
to the initiation
of the DOJ’s investigation.
Cal-Maine cooperated fully in the comprehensive review process. The Company denies all wrongdoing
and violations
of law and continues
to believe
that such claims
are baseless
and that its
conduct was
lawful, appropriate
and in the best
interest
of supplying eggs
to the marketplace.
Cal-Maine further
maintains
that the
Company’s communications
cited in the
complaint—which
were made primarily
by a
single former
employee—did not
impact
egg prices in any market.
Nevertheless,
Cal-Maine has entered
into this
agreement
to maintain
its focus
on serving customers,
supporting its
stakeholders,
and investing
in its future growth.
Under the terms of the agreement, Cal-Maine was not assessed any fines or penalties and has agreed to
implement
certain
compliance
and reporting
measures. With
respect
to claims
by the states’
attorneys
general, Cal-Maine
agreed to donate 30 million
eggs, supplementing
its contributions
to food banks and
non-profits
across the
country as part
of the Company’s
long-standing
commitment
to communities
in
need. In addition,
Cal-Maine agreed
to pay a total
of $1.5 million
to such states
to resolve
this matter.
“We are pleased
that this
agreement enables
us to move
forward so we can devote our full
attention
to
what matters
most:
delivering
affordable, high-quality
eggs and egg-based
prepared foods to
consumers
nationwide, while
helping ensure a
reliable
domestic supply
of a nutritious,
everyday staple
that families
depend on,” said Sherman Miller, president and chief executive officer of Cal-Maine Foods.
“As farmers,
we face extreme
variability
across supply
and demand in dynamic
and often unpredictable
markets,
and the ability
to navigate
that delicate
balance is what makes
farmers
so valuable
to U.S. food
security. The period reviewed by the DOJ was a particularly challenging time. Temporary supply shocks,
including in connection with multiple outbreaks of avian influenza, the COVID-19 pandemic, weather and
other market
dynamics
– compounded by high inflation
at the time
– caused egg prices
to surge
periodically
over the past
five years.
Exhibit
99.1
Miller
continued, “In
order to help customers
avoid empty
shelves, Cal-Maine
took numerous
steps to
protect and
grow its hen flock
during this
period, including
investing
more than $88 million
in industry-
leading biosecurity since 2015 and significantly increasing the number of total chicks hatched. As bird-
health issues resolved and supply recovered, the market has flipped: today, egg supply is higher and
wholesale egg prices are now at record lows. We will continue to manage highs and lows to proudly help
our customers keep shelves stocked to feed Americans.
Miller concluded, “Our values drive everything we do at Cal-Maine, and being a good partner to our
valued customers is core to how we do business. That’s why we regularly review and strengthen the way
we work across operations, governance, compliance, and safety. We have robust compliance policies and
training
in place and hold
ourselves to
the highest standards.”
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
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®,
Van’s®, 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 the Company’s agreement with the DOJ. 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, the Company’s
ability
to obtain
court
approval of the its agreement with the DOJ as well as]
the risk factors set forth in the Company’s SEC
filings (including its Annual Report on Form 10-K, as updated in Part II Item 1A of the Company’s
Quarterly Reports on Form 10-Q and in its Current Reports on Form 8-K). 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 the company believes
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, the Company disclaims any intent or obligation to
update publicly these forward-looking statements, whether because of new information, future events, or
otherwise.
Exhibit
99.1
Contacts
Investors:
ir@cmfoods.com
Media: media@cmfoods.com
Telephone: (601) 948-6813
###

FAQ

What regulatory matter did Cal-Maine Foods (CALM) resolve with the DOJ?

Cal-Maine reached an agreement with the U.S. Department of Justice and 17 states’ attorneys general to resolve alleged antitrust claims related to egg industry information sharing. The company denies wrongdoing and says the agreement involves no admission of liability or violations of law.

Did Cal-Maine Foods face any fines or penalties in the DOJ agreement?

Cal-Maine states it was not assessed any fines or penalties in the agreement with the DOJ and 17 states. Instead, it agreed to compliance measures, a 30 million egg donation, and a $1.5 million payment to the states to resolve the matter.

What are the financial terms of Cal-Maine Foods’ settlement with the states?

Cal-Maine agreed to donate 30 million eggs and pay a total of $1.5 million to the 17 states’ attorneys general. These commitments are part of a broader resolution that also includes antitrust compliance and reporting measures, without any admitted violations of law.

How long did the DOJ investigation into Cal-Maine Foods last?

The DOJ’s investigation lasted approximately 15 months and focused on whether egg producers in a cooperative engaged in anticompetitive conduct. Cal-Maine, a former cooperative member, says it fully cooperated with the review and exited the cooperative in May 2024, before the investigation began.

What operational investments did Cal-Maine Foods highlight in this announcement?

Cal-Maine highlighted investing more than $88 million in biosecurity since 2015 and increasing total chicks hatched to protect and grow its hen flock. The company links these investments to navigating avian influenza, pandemic disruptions, and other supply shocks affecting egg availability and pricing.

How does Cal-Maine Foods describe current egg market conditions?

Cal-Maine notes that bird-health issues have eased and supply has recovered, leading to higher egg supply. It reports that wholesale egg prices are now at record lows, contrasting with prior years when supply shocks and inflation periodically drove sharp price increases across the market.

Filing Exhibits & Attachments

4 documents