Cal-Maine Foods 10K 2024 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

20549

FORM

10-K

☑

ANNUAL REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For The Fiscal Year

Ended

June 1, 2024

☐

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

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

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes

☑

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

☑

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

☑

☐

Indicate by check mark whether

the registrant has submitted

electronically every Interactive Data

File required to be

submitted pursuant to Rule

405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit

such files).

Yes

☑

☐

Indicate

check

mark

whether

the

registrant

large

accelerated

filer,

accelerated

filer,

non-accelerated

filer,

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

has filed

a report on

and attestation

to its

management's assessment of

the effectiveness

of its

internal control over

financial reporting under

Section 404(b) of

the Sarbanes-Oxley Act

(15 U.S.C.

7262(b)) by the

registered public accounting

firm that prepared or issued its audit report.

☑

If securities are

registered pursuant

to Section

12(b) of the

Act, indicate

by check mark

whether the

financial statements

of the registrant

included

in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate

check

mark

whether

any

those

error

corrections

are

restatements

that

required

recovery

analysis

incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

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

Yes

☐

☑

The aggregate market value, as

reported by The NASDAQ Global Select

Market, of the registrant’s

Common Stock, $0.01 par value,

held by

non-affiliates at December 2, 2023,

which was the

date of the last

business day of the

registrant’s most recently completed second fiscal

quarter,

was $

2,076,631,567

As of

July 23,

2024,

44,238,766

shares of

the registrant’s

Common Stock,

$0.01 par value,

and

4,800,000

shares of

the registrant’s

Class A

Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED

BY REFERENCE

The information called

for by Part

III of this Form

10-K is incorporated

herein by reference

from the registrant’s

Definitive Proxy Statement

for its 2024

annual meeting of

stockholders which will be

filed pursuant to

Regulation 14A not later

than 120 days

after the end

of the fiscal

year covered by this report.

TABLE OF CONTENTS

Item

Page

Number

Part I

FORWARD -LOOKING STATEMENTS

Business

1A.

Risk Factors

1B.

Unresolved Staff Comments

1C.

Cybersecurity

Properties

Legal Proceedings

Mine Safety Disclosures

Part II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

Reserved

Management’s Discussion and Analysis of Financial Condition and Results of Operations

7A.

Quantitative and Qualitative Disclosures About Market Risk

Financial Statements and Supplementary Data

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9A.

Controls and Procedures

9B.

Other Information

9C.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Part III

10.

Directors, Executive Officers and Corporate Governance

11.

Executive Compensation

12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

13.

Certain Relationships and Related Transactions, and Director Independence

14.

Principal Accountant Fees and Services

Part IV

15.

Exhibit and Financial Statement Schedules

16.

Form 10-K Summary

Signatures

PART

FORWARD

-LOOKING STATEMENTS

This 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 shell egg and egg

products

business,

including

estimated

future

production

data,

expected

construction

schedules,

projected

construction

costs,

potential future supply of and demand for our products, potential future corn and soybean price trends, potential future impact on

our business of the resurgence

in United States (“U.S.”) commercial

table egg layer flocks of

highly pathogenic avian

influenza

(“HPAI”), potential future impact on our business of inflation and changing interest rates, potential future impact 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, and

other projected operating data, including anticipated results of operations and

financial condition. Such forward-looking statements are identified by the use of words such as “believes,” “intends,” “expects,”

“hopes,” “may,” “should,” “plans,” “projected,”

“contemplates,” “anticipates,” or

similar words. Actual

outcomes or results

could

differ

materially

from

those

projected

the

forward-looking

statements.

The

forward-looking

statements

are

based

management’s

current

intent,

belief,

expectations,

estimates,

and

projections

regarding

the

Company

and

its

industry.

These

statements

are

not

guarantees

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

the

forward-looking

statements

include,

among

others,

(i)

the

risk

factors

set forth

Item

Risk

Factors

and

elsewhere in

this report

as well

as those

included in

other reports

we file

from time

to time

with the

Securities and

Exchange

Commission (the

“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 business

(including disease, pests,

weather conditions, and potential

for product recall),

including

but not limited

to the current outbreak

of HPAI

affecting poultry in

the U.S., Canada and

other countries that

was first detected

commercial

flocks

the U.S.

February

2022

and

that first

impacted

our

flocks

in December

2023,

(iii)

changes in

the

demand for

and market

prices of

shell eggs

and feed

costs, (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

and risks or

changes that may

cause conditions to

completing a pending

acquisition not to be

met, (vi) risks

relating to changes

in inflation

and interest

rates, (vii)

our ability

to retain

existing customers,

acquire new

customers and

grow our

product mix,

(viii) adverse results

in pending litigation matters,

and (ix) global

instability, including as a result

of the war

in Ukraine, the Israel-

Hamas conflict

and attacks

on shipping

in the

Red Sea.

Readers are

cautioned not

to place

undue reliance

on forward-looking

statements because,

while we believe

the assumptions on

which the forward-looking

statements are based

are reasonable, there

can be no

assurance that these

forward-looking statements will prove

to be accurate.

Further, forward-looking statements included

herein are only made as of the respective dates thereof, or if no date

is stated, as of the date hereof. Except as otherwise required

law,

disclaim

any

intent

obligation

update

publicly

these

forward-looking

statements,

whether

because

new

information, future events, or otherwise.

ITEM 1.

BUSINESS

Our Business

We are the largest

producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable

producer

and reliable

supplier of

consistent, high

quality fresh

shell eggs

and egg

products

in the

country,

demonstrating

a "Culture

Sustainability" in everything we do, and

creating value for our shareholders,

customers, team members and communities. We sell

most of our shell eggs throughout the majority of the U.S.

and aim to maintain efficient, state-of-the-art operations located

to our customers. We

were founded in 1957 by the late Fred R. Adams, Jr.

and are headquartered in Ridgeland, Mississippi.

The Company has one reportable

operating segment, which is the production,

grading, packaging, marketing and distribution

shell eggs. Our integrated

operations consist of hatching

chicks, growing and maintaining

flocks of pullets, layers

and breeders,

manufacturing feed, and

producing, processing, packaging, and

distributing shell eggs.

Layers are mature

female chickens, pullets

are female chickens usually less than 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to

be hatched for egg production flocks.

Our total flock as of June 1, 2024

consisted of approximately 39.9 million

layers and 11.8

million pullets and breeders.

Many of our customers rely

on us to provide most of

their shell egg needs, including

specialty and conventional eggs.

Specialty

eggs encompass

a broad

range of

products. We

classify cage-free,

organic,

brown, free-range,

pasture-raised

and nutritionally

enhanced eggs as specialty eggs for accounting and reporting purposes. We classify all other shell eggs as

conventional products.

While we report separate sales information

for these egg types, there are

many cost factors that are not

specifically available for

conventional or

specialty eggs

due to

the nature

of egg

production. We

manage our

operations and

allocate resources

to these

types of eggs on a consolidated basis based on the demands of our customers.

believe that

an important

competitive advantage

for Cal-Maine

Foods is our

ability to meet

our customers’

evolving needs

with a favorable product mix of

conventional and specialty eggs, including

cage-free, organic, brown, free-range,

pasture-raised

and nutritionally-enhanced eggs, as well

as egg products. While a

small part of our current business,

the free-range and pasture-

raised eggs we produce and sell continues to grow and represents attractive offerings to a subset of consumers, and therefore our

customers, and help us continue to serve as the trusted provider of quality food choices.

Throughout the Company’s

history, we have acquired other businesses in

our industry. Since 1989,

we have acquired and

integrated 24 businesses. Subsequent to the end of our 2024 fiscal year,

we acquired our 25

business when we purchased

substantially all the assets of ISE America, Inc. and certain of its affiliates, relating

to their commercial shell egg production

and processing business. For information on our recent acquisitions, refer to

Part II. Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations - Acquisitions

When

use

“we,”

“us,”

“our,”

the

“Company”

this

report,

mean

Cal-Maine

Foods,

Inc.

and

our

consolidated

subsidiaries,

unless

otherwise

indicated

the

context

otherwise

requires.

The

Company’s

fiscal

year-end

the

Saturday

closest to May 31. Our fiscal

year 2024 ended June 1, 2024,

and the first three fiscal quarters

of fiscal 2024 ended September

2023,

December 2, 2023,

and March 2, 2024.

All references herein

to a fiscal year

means our fiscal year

and all references to

year mean a calendar year.

Industry Background

According to the U.S.

Department of Agriculture (“USDA”) Agricultural

Marketing Service, in 2023

approximately 70% of table

eggs produced in the U.S. were sold as shell eggs, with 57% sold through food-at-home outlets such as grocery and convenience

stores,

11%

sold

food-away-from

home

channels such

as restaurants

and

exported.

The

USDA estimated

that

2023

approximately 30% of eggs produced in the U.S. were sold as egg products (shell eggs broken and sold in liquid, frozen, or dried

form) to institutions

(e.g. companies producing baked

goods). For information

about egg producers

in the U.S.,

see “Competition”

below.

Our

industry

has

been

greatly

impacted

the

outbreaks

highly

pathogenic

avian

influenza

(“HPAI”)

For

additional

information regarding

HPAI

and its impact

on our

industry and

business, see

Part I. Item 1A. Risk Factors

and

Part II. Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - HPAI

Given

historical

consumption

trends,

we believe

that general

demand

for

eggs in

the U.S.

increases basically

in line

with the

overall

U.S.

population

growth;

however,

specific

events

can

impact

egg

supply

and

consumption

particular

period,

occurred with the 2015 HPAI outbreak, the COVID-19 pandemic (particularly during

2020), and the most recent

HPAI outbreaks

starting in early 2022 and

again in late 2023. For fiscal

2024, shell egg household penetration

is approximately 97%. According

to the

USDA’s

Economic

Research Service,

estimated annual

per capita

consumption

in the

United

States between

2019

and

2023

varied,

ranging

from

279

292

eggs

which

directly

impacted

available

supply.

The

USDA

calculates

per

capita

consumption by dividing total shell egg disappearance in the U.S. by

the U.S. population.

The most significant

shift in demand

in recent years

has been among

specialty eggs, particularly

cage-free eggs.

For additional

information, see “Specialty Eggs.”

Prices for Shell Eggs

Wholesale shell egg sales prices

are a critical component

of revenue for the Company.

We sell the

majority of our conventional

shell eggs at prices

based on formulas

that take into

account, in varying

ways, independently quoted

regional wholesale market

prices for shell eggs or formulas

related to our costs of production,

which include the cost of corn

and soybean meal. We

do not

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

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.

and outbreaks

of agricultural

diseases such

as HPAI.

believe the majority of

conventional shell eggs sold in

the U.S. in the retail

and foodservice channels are

sold at prices that take

into

account,

varying

ways,

independently

quoted

wholesale

market

prices,

such

those

published

Urner

Barry

Publications,

Inc.

(“UB”)

or the

USDA

for

shell

eggs;

however,

grain-based

or variations

cost

plus arrangements

are

also

commonly utilized.

The weekly

average price for

the southeast region

for large white

conventional shell

eggs as quoted

by UB is

shown below for

the past three

fiscal years along with

the five-year average

price. The actual prices

that we realize on

any given transaction

will

not necessarily equal quoted market

prices because of the individualized terms

that we negotiate with

individual customers which

are

influenced

by many

factors.

As further

discussed

Part II. Item 7. Management’s Discussion and Analysis – Results of

Operations

, egg prices in fiscal 2022 through fiscal 2024 were significantly impacted by HPAI.

Wholesale prices for cage-free eggs are quoted by independent

sources such as UB and USDA.

There is no independently quoted

wholesale

market

price

for

other

specialty

eggs

such

nutritionally

enhanced,

organic,

pasture-raise

and

free-range

eggs.

Specialty eggs are typically sold at

prices and terms negotiated directly with

customers and in the case of cage-free

eggs, can be

sold at

prices that

take into

account independently

quoted markets.

Historically,

prices for

specialty eggs

have generally

been

higher due to

customer and consumer willingness

to pay more

for specialty eggs. We utilize several

different pricing mechanisms;

however, the majority of our specialty eggs are typically sold at prices

and terms negotiated directly with customers.

As a result,

specialty egg prices do not fluctuate as much as conventional pricing.

Depending on market conditions, input costs and individualized contract terms, the price we receive per dozen eggs in any given

transaction may be more than or less than our farm production and other costs per

dozen.

Feed Costs for Shell Egg Production

Feed is a primary cost component in

the production of shell eggs and

represented 56.0% of our fiscal 2024 farm

production costs.

routinely fill

our storage

bins during

harvest season

when prices

for feed

ingredients, primarily

corn and

to a

lesser extent

soybean meal,

are generally

lower.

ensure continued

availability of

feed ingredients,

we may

enter into

contracts for

future

purchases

corn

and

soybean meal,

and

as part

of these

contracts,

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.

The

difference can be

due to transportation

costs, storage costs,

supply and demand,

local conditions and

other factors. 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

advance

help

assure

supply.

Ordinarily,

not

enter

into

long-term

contracts

beyond

year

purchase corn and

soybean meal or

hedge against increases

in the prices

of corn and

soybean meal. As

the quality and

composition

of feed

is a

critical factor

in the

nutritional value

of shell

eggs and

health of

our chickens,

we formulate

and produce

the vast

majority of our own feed at our feed mills located near our production plants. Our annual feed requirements for fiscal

2024 were

1.9 million tons of

finished feed,

of which we

manufactured 1.8 million tons.

We currently have the

capacity to store

210 thousand

tons of corn and soybean meal, and we replenish these stores as needed

throughout the year.

Our primary feed ingredients, corn

and soybean meal, are commodities that

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. We purchase the vast majority of our corn and

soybean meal from U.S sources but may be forced to purchase internationally when U.S. supplies are not readily available. Feed

grains are currently

available from an

adequate number of

sources in the

U.S. As a

point of reference,

a multi-year comparison

of the average of daily closing prices

per Chicago Board of Trade for each quarter in our fiscal

years 2020-2024 are shown below

for corn and soybean meal:

Shell Egg Production

Our percentage of dozens produced to sold was 88.8%

of our total shell eggs sold in fiscal 2024.

We supplement

our production

through purchases of eggs from others

when needed. The quantity of eggs purchased will vary based on many factors

such as

our own production capabilities and current market conditions. In

fiscal 2024, 91.2% of our production came from company-

owned facilities, and 8.8% from contract producers. The majority

of our contract production is with family-owned farms for

organic, pasture-raised and free-range eggs. Under a typical arrangement

with a contract producer, we own the flock, furnish

all

feed and critical supplies, own the shell eggs produced and assume market risks. The

contract producers own and operate their

facilities and are paid a fee based on production with incentives for performance.

The commercial production

of shell eggs requires a source

of baby chicks for laying

flock replacement. We

supply the majority

our

chicks

from

our

breeder

farms

and

hatch

them

in our

hatcheries

computer-controlled

environment

and

obtain the

balance from commercial

sources. The chicks

are grown in

our own pullet

farms and are

placed into the

laying flock once

they

reach maturity.

After eggs are

produced, they are

cleaned, graded and

packaged. Substantially all

our farms have

modern “in-line” facilities

which

mechanically

gather,

clean,

grade

and

package

the

eggs

the

location

where

they

are

laid.

The

in-line

facilities

generate

significant efficiencies

and cost

savings compared

to the

cost of

eggs produced

from non-in-line

facilities, which

process eggs

that

have

been

laid

another

location

and

transported

to the

processing

facility.

The

in-line

facilities

also

produce

higher

percentage of USDA Grade A eggs, which sell at higher prices. Eggs

produced on farms owned by contractors are brought to our

processing plants to be graded

and packaged. We maintain a Safe Quality Food

(“SQF”) Management Program which is

overseen

by our

Food Safety

Department and

senior management

team. As

of June

1, 2024,

every Company-owned

processing plant

SQF certified. Because shell eggs are perishable, we do not maintain large

egg inventories. Our egg inventory averaged

six days

sales during

fiscal

2024. We

believe

our constant

focus

on production

efficiencies

and

automation

throughout

our vertical

integrated operations enable us to be a low-cost supplier in our markets.

are proud

to have

created and

upheld

what we

believe is

a leading

poultry

Animal Welfare

Program

(“AWP”).

have

aligned our AWP

with regulatory,

veterinary and our third-party certifying

bodies’ guidance to govern the welfare

of animals in

our direct care,

our contract farmers’

care. We

continually review our

program to monitor

and evolve standards

that guide how

we hatch chicks,

rear pullets and nurture

breeder and layer hens.

At each stage

of our animals’ lives,

we are dedicated to

providing

welfare

conditions

aligned

our

commitment

the

principles

the

internationally

recognized

Five

Freedoms

Animal

Welfare

do not

use artificial

hormones in

the production

of our

eggs. Hormone

use in

the poultry

and egg

production industry

has

been

effectively

banned

the U.S.

since

the

1950s.

have

extensive

written

protocol

that

allows

the

use

medically

important

antibiotics

only

when

animal

health

risk,

consistent

with

guidance

from

the

United

States

Food

and

Drug

Administration

(“FDA”)

and

the

Guidance

for

Judicious

Therapeutic

Use

Antimicrobials

Poultry,

developed

the

American Association of Avian Pathologists. When antibiotics are medically necessary, a licensed veterinary

doctor will approve

and

administer

approved

doses

for

restricted

period.

not

use

antibiotics

for

growth

promotion

performance

enhancement.

Specialty Eggs

are

one

the

largest

producers

and

marketers

value-added

specialty

shell

eggs

the

U.S.,

which

continues

significant and growing segment

of the market.

We classify cage-free, organic, brown, free-range, pasture-raised and

nutritionally

enhanced as specialty eggs for accounting and

reporting purposes. Specialty eggs are intended to

meet the demands of consumers

sensitive to environmental, health and/or animal welfare issues and

to comply with state requirements for cage-free eggs.

Ten

states

have

passed

legislation

regulations

mandating

minimum

space

cage-free

requirements

for

egg

production

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, Oregon,

Washington,

and Nevada, which collectively

represent approximately 20% of

the

total estimated U.S. population have cage-free legislation in effect

currently.

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 typically do not commit to long-term purchases of specific quantities or types of eggs

with us, and as a result, it

is 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 customer’s 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. Cage-free egg revenue represented approximately 29.5% of our total net shell egg

sales for fiscal year 2024. At the

same time, we understand the importance of our continued

ability to provide affordable conventional eggs in order to

provide our

customers with a variety of egg choices and to address hunger in our communities.

Branded Eggs

We are a member of the Eggland’s

Best, Inc. cooperative (“EB”) and produce, market, distribute and sell

Egg-Land’s

Best®

and

Land O’

Lakes®

branded eggs

under license

from EB

at our

facilities under

EB guidelines.

EB hens

are fed

a proprietary

diet

and offerings

include nutritionally

enhanced, cage-free,

organic, pasture

-raised and

free-range eggs.

Land O’

Lakes®

branded

eggs are produced by hens that are fed a whole-grain vegetarian diet and

include brown, organic and cage-free eggs.

In 2023, EB was the third best-selling dairy brand in the U.S. The top two best-selling branded specialty egg SKUs in 2023 were

EB branded eggs

and seven

out of

10 best-selling SKUs

are EB

branded eggs. In

2023, our

sales (including sales

through affiliates)

represented approximately 50% of EB branded eggs and 45% of

Land O’ Lakes®

branded eggs nationwide.

Our

Farmhouse Eggs

® brand eggs are

produced at our

facilities by hens that

are provided with a

vegetarian diet. Our

offerings

Farmhouse Eggs

® include cage-free, organic and pasture raised eggs.

We market organic, vegetarian and omega-3 eggs under

our

4-Grain®

brand, which consists of

conventional and cage-free

eggs. Our

Sunups®

and

Sunny Meadow®

brands are sold

conventional eggs.

We also produce,

market and distribute private label specialty and conventional shell eggs to

several customers.

Egg Products

Egg products are shell eggs broken

and sold in liquid, frozen, or

dried form. We

sell liquid and frozen egg products

primarily to

the institutional, foodservice and food manufacturing sectors in the U.S. Our egg products are primarily sold

through our wholly

owned subsidiaries

American Egg

Products, LLC

located in

Georgia and

Texas

Egg Products,

LLC located

in Texas.

In fiscal

2024, egg product sales constituted approximately 3.8% of our revenue.

During March 2023,

MeadowCreek Food,

LLC (“Meadowcreek”),

a majority-owned subsidiary,

began operations with

a focus

being

leading

provider

of hard

-cooked

eggs.

serve

as the

preferred

supplier

of specialty

and

conventional

eggs that

MeadowCreek

needs

manufacture

egg

products.

MeadowCreek’s

marketing

plan

designed

extend

our

reach

the

foodservice and retail marketplace and bring

new opportunities in the restaurant,

institutional and industrial food products arenas.

Summary of Conventional and Specialty Shell Egg and Egg Product

Sales

The

following

table

sets

forth

the

contribution

percentage

revenue

and

volumes

dozens

sold

conventional

and

specialty shell egg and egg product sales for the following fiscal years:

2024

2023

2022

Revenue

Volume

Revenue

Volume

Revenue

Volume

Conventional Eggs

Branded

4.3

4.9

6.6

6.4

6.5

7.1

Private-label

46.8

54.4

52.9

52.6

48.3

54.9

Other

4.4

5.8

5.7

6.3

5.0

7.0

Total Conventional

Eggs

55.5

65.1

65.2

65.3

59.8

69.0

Specialty Eggs

Branded

20.3

17.4

18.0

20.4

24.2

20.0

Private-label

18.5

16.3

11.3

12.9

11.3

9.5

Other

1.0

1.2

1.1

1.4

1.0

1.5

Total Specialty Eggs

39.8

34.9

30.4

34.7

36.5

31.0

Egg Products

3.8

3.9

3.4

Marketing and Distribution

In fiscal

2024, we

sold our

shell eggs

and egg products

in 39 states

through the

southwestern, southeastern,

mid-western, mid-

Atlantic and northeastern regions of the U.S. as

well as Puerto Rico through our

extensive distribution network to a diverse group

of customers, including national and regional grocery store chains,

club stores, companies servicing independent supermarkets in

the U.S., foodservice distributors

and egg product consumers.

Some of our sales are

completed through co-pack

agreements – a

common practice in the industry whereby production and processing of

certain products are outsourced to another producer.

The majority of eggs sold are based on the daily

or short-term needs of our customers. Most sales to established

accounts are on

payment terms ranging from

seven to 30

days. Although we

have established long-term relationships

with many of

our customers,

most of them are free to acquire shell eggs from other sources.

The shell eggs we

sell are either delivered to

our customers’ warehouse or retail

stores, by our own

fleet or contracted refrigerated

delivery trucks, or are picked up by our customers at our processing facilities.

are a member

of the Eggland’s

Best, Inc. cooperative

and produce, market,

distribute and

sell

Egg-Land’s

Best®

and

Land

O’ Lakes®

branded eggs directly and through

our joint ventures, Specialty

Eggs, LLC and Southwest

Specialty Eggs, LLC, under

exclusive

license

agreements

Alabama,

Arizona,

Florida,

Georgia,

Louisiana,

Mississippi

and

Texas,

and

portions

Arkansas, California,

Nevada, North

Carolina,

Oklahoma and

South Carolina.

also have

an exclusive

license in New

York

City in addition

to exclusivity in

select New York

metropolitan areas, including

areas within New

Jersey and Pennsylvania.

discussed above under “Branded Eggs,” we also sell our own

Farmhouse Eggs

® and

4-Grain

® branded eggs.

In 2022, we

joined as a member

during the formation

of ProEgg, Inc. (“ProEgg”),

a new egg farmer

cooperative in the

western

United

States.

During

2024,

after

careful

review

and

full

analysis

decided

withdraw

our

membership

ProEgg.

The

withdrawal from ProEgg did not affect any of our existing customer

relationships.

Customers

Our top

three customers

accounted for

an aggregate of

49.0%, 50.1%

and 45.9%

of net sales

dollars for

fiscal 2024,

2023, and

2022,

respectively.

Our largest

customer,

Walmart

Inc. (including

Sam's Club),

accounted for

34.0%, 34.2%

and 29.5%

of net

sales dollars for fiscal 2024, 2023 and 2022, respectively.

For shell

egg

sales in

fiscal 2024

approximately

89% of

our revenue

to sales

to retail

customers

and

11%

to sales

foodservice providers. 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, healthcare and education facilities and hotels.

Competition

The production, processing,

and distribution of shell

eggs is an intensely

competitive business, which

has traditionally attracted

large numbers of

producers in the U.S. Shell

egg competition is generally

based on price, service and

product quality.

The shell

egg

production

industry

remains

highly

fragmented.

According

Egg

Industry

Magazine

the

ten

largest

producers

owned

approximately 54% and 53% of industry table egg layer hens at calendar

year-end 2023

and 2022, respectively.

Seasonality

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

holiday

periods,

particularly

Thanksgiving,

Christmas

and

Easter.

Consequently,

and

all

other

things

being

equal,

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. Accordingly, we generally expect our need for

working capital

to be highest during those quarters.

Growth Strategy

Our

growth

strategy

centered

growth

through

strategic

acquisitions,

organic

growth,

and

expansion

our

value-added

products

business.

believe

that

can

continue

expand

our

market

reach

through

strategic

acquisitions

and

achieve

favorable

returns

through

our

proven

operating

model

emphasizing

synergies

and

efficient

operations.

Organic

growth

grounded in

our culture of

operational excellence

to optimize everything

we can control.

are committed

to investing in

our

existing operations

to increase sales,

profitability and

customer service.

have continued to

increase our production

of cage-

free shell eggs and

other higher value specialty

eggs such as pasture-raised,

free-range and organic

shell eggs. We

believe there

is long-term

growth potential

in value-added

products such

as hard-cooked

eggs, which

will enable

us to

leverage our

existing

distribution

channels,

expand

our

reach

foodservice

and

retail

marketplaces

and

bring

new

opportunities

the

restaurant,

institutional and industrial food products arenas.

Trademarks

and License Agreements

We own the trademarks

Farmhouse Eggs®

Sunups®

Sunny Meadow®

and

4Grain®

. We produce and

market

Egg-Land's Best

and

Land O’ Lakes

® branded eggs under

license agreements with

EB. We

believe these trademarks

and license agreements

are

important to our business.

Government Regulation

Our facilities and

operations are subject

to regulation by

various federal, state,

and local agencies,

including, but not

limited to,

the FDA,

USDA, Environmental

Protection

Agency (“EPA

”), Occupational

Safety and

Health Administration

("OSHA") and

corresponding state agencies. The applicable regulations relate to grading, quality control, labeling,

sanitary control and reuse or

disposal of waste. Our shell egg facilities are subject to periodic USDA, FDA, EPA and OSHA

inspections. Our feed production

facilities are subject to FDA, EPA

and OSHA regulation and inspections.

We maintain

inspection programs

and in certain cases

utilize

independent

third-party

certification

bodies

monitor

compliance

with

regulations,

our

own

standards

and

customer

specifications. It is possible that

we will be required to incur

significant costs for compliance with

such statutes and regulations.

In the future, additional rules could be proposed that, if adopted, could

increase our costs.

A number of

states have passed

legislation or regulations mandating

minimum space or

cage-free requirements for

egg production

or have

mandated the

sale of

only cage-free

eggs and

egg products

in their

states. For

further information

refer to

the heading

“Specialty Eggs” within this section.

Environmental Regulation

Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulations

governing,

among

other

things,

the

generation,

storage,

handling,

use,

transportation,

disposal,

and

remediation

hazardous

materials. Under these laws and regulations, we must obtain permits from governmental authorities,

including, but not limited to,

wastewater discharge

permits. We

have made, and

will continue to make,

capital and other expenditures

relating to compliance

with

existing

environmental,

health

and

safety

laws and

regulations

and

permits.

are not

currently

aware

of any

material

capital expenditures necessary to comply with such laws and regulations; however,

as environmental, health and safety laws and

regulations are becoming increasingly

more stringent, including

those relating to animal wastes

and wastewater discharges,

it is

possible that we will have to incur significant costs for compliance with such

laws and regulations in the future.

Human Capital Resources

As of June 1, 2024, we had 3,067 employees, of whom 2,370 worked in egg production, processing,

and marketing, 204 worked

feed

mill operations

and 493, including

our

executive officers,

were

administrative

employees. Approximately

4.5% of

our

personnel

are

part-time, and we

utilize

temporary

employment

agencies

and

independent

contractors

augment

our

staffing needs when necessary.

For fiscal 2024, we

had 1,962 average monthly

contingent workers. As of June

1, 2024, none of

our employees were covered by a collective bargaining agreement.

We consider our

relations with employees to be good.

Culture and Values

are

proud

be contributing corporate

citizens

where

we live

and

work and to

help create healthy,

prosperous

communities. Our

colleagues

help

continue

enhance our community

contributions,

which are driven

our longstanding culture that strives to promote an environment that upholds integrity and respect and provides opportunities for

each colleague to

realize full potential. These commitments

are encapsulated in

the

Cal-Maine Foods Code

of Ethics and

Business

Conduct

and in our

Human Rights Statement

Health and Safety

Our top priority is the

health and safety of our

employees, who continue to produce

high-quality,

affordable egg choices for

our

customers and contribute to a

stable food supply. Our enterprise safety committee is

comprised

of two corporate safety managers,

nine area compliance managers (three

specifically for worker health and

safety), and 55 local

site compliance managers, feed mill

managers

and

general

managers.

The

committee

that

oversees health

and

safety regularly

reviews

our

written policies

and

changes to OSHA regulation standards and shares information as it relates to outcomes from incidents in order to improve future

performance and

our health

and safety

practices.

The committee’s

goals include

working to

help ensure

that our

engagements

with our consumers, customers, and regulators evidence our strong

commitment to our workers’ health and safety.

Our commitment to our colleagues’ health includes a strong

commitment to on-site worker safety,

including a focus on accident

prevention and life safety.

Our Safety and Health Program

is designed to promote best

practices that help prevent

and minimize

workplace accidents and illnesses. The scope of our Safety and

Health Program applies to all enterprise colleagues. Additionally,

help

protect

the health

and well-being

our

colleagues and

people

in our

value

chain,

require

that any

contractors

vendors

acknowledge

and

agree

comply

with

the

guidelines

governed

our

Safety

and

Health

Program.

each

our

locations, our general managers are expected to

uphold and implement our Safety and Health Program in alignment

with OSHA

requirements. We

believe that

this program,

which is reviewed

annually by

our senior management

team, contributes

to strong

safety outcomes. As part of our

Safety and Health Program, we conduct multi-lingual training that

covers topics such as slip-and-

fall avoidance, respiratory protection, prevention of

hazardous communication of chemicals, the

proper use of personal

protective

equipment, hearing

conservation, emergency

response, lockout

and tagout

of equipment

and forklift

safety,

among others.

have

also

installed dry

hydrogen

peroxide biodefense

systems

our

processing

facilities

help

protect

our

colleagues’

respiratory health. To help drive

our focus on

colleague safety, we developed safety

committees at each

of our sites

with employee

representation from each department.

review

the success

of our

safety programs

on a

monthly basis

to monitor

their effectiveness

and

the development

of any

trends that need to

be addressed. During fiscal

year 2024

our recordable incident rates

decreased by 20% compared to

fiscal 2023.

People

Our

strength

company

comes

from

our

employees

all

levels

and

have

long-established

culture

that

values

each

individual’s

contributions

and

encourages

productivity

and

growth.

This

culture is driven

our

board

and

executive

management team. Our

board is comprised

of seven members, four

of whom are independent,

two of whom

are women, one of

whom is of

a racial

or ethnic minority. As of

June 1,

2024, our

total workforce was comprised

of 31% women and

56% individuals

who identify as

racial or ethnic

minorities. Our Policy against Harassment,

Discrimination, Unlawful

or Unethical Conduct

and

Retaliation; Reporting

Procedure affirms

our commitment

to supporting

our employees

regardless of race,

color, religion,

sex,

national origin or any other basis protected by applicable law.

are

Equal

Opportunity

Employer

that

prohibits

any

violation

applicable

federal,

state,

local

law

regarding

employment. Discrimination

on any

basis protected

by applicable

law is

prohibited.

maintain strong

protocols to

help our

colleagues perform their jobs

free from harassment

and discrimination. We are committed

to offering our

colleagues opportunities

commensurate with our operational needs and their experiences, goals

and contributions.

Recruitment, Development and Retention

believe

in compensating

our

colleagues

with

fair

and competitive wages, in

addition

to offering

competitive benefits. Approximately 76% of our employees

are paid at hourly rates, which are all paid at rates above

the federal

minimum

wage

requirement.

offer

our

full-time

eligible

employees

range

benefits,

including

company-paid

life

insurance. The Company provides a comprehensive self-insured health plan and pays approximately 82% of the costs of the plan

for

participating

employees

and

their

families

December

31,

2023. Recent

benchmarking

our health

plan

indicates comparable

benefits, at

lower

employee contributions, when compared

to an applicable

Agriculture

and

Food Manufacturing sector grouping, as well as peer group data.

In addition, we offer employees the opportunity to purchase an

extensive range of other group

plan benefits, such as dental, vision,

accident, critical illness, disability

and voluntary life.

After

one

year

employment, full-time employees

who

meet

eligibility

requirements may

elect

to participate

our

KSOP retirement plan,

which

offers

range

investment

alternatives

and

includes

many positive features,

such

automatic enrollment with scheduled

automatic contribution

increases and loan

provisions. Regardless of

the

employees’ elections

to contribute

the

KSOP,

the

Company contributes shares

of Company

stock or

cash

equivalent

to 3%

of participants’ eligible compensation for each pay period that hours

are worked.

provide

extensive

training

and

development related

safety,

regulatory

compliance,

and

task

training.

invest

developing our future leaders through our Management Intern, Management

Trainee and informal mentoring programs.

Sustainability

We understand that climate, and the potential

consequences of climate change, freshwater availability and preservation of global

biodiversity, in addition to

responsible management of

our flocks, are

vital to

the production of

high-quality eggs and

egg products

and to the success of our

Company. We have engaged in agricultural production for

more than 60

years. Our agricultural practices

continue to evolve as we continue to strive to meet the need for nutritious, affordable foods to feed a growing population

even as

exercise responsible

natural

resource

stewardship

and

conservation.

published our

most

recent sustainability report

for

our fiscal 2023 in July

2024, which is available on

our website. Information

contained on our website is not

a part of this report

on Form 10-K.

Our Corporate Information

maintain

website

www.calmainefoods.com

where

general

information

about

our

business

and

corporate

governance

matters is

available. The

information contained

in our

website is

not a

part of

this report.

Our Annual

Reports on

Form 10-K,

Quarterly Reports on

Form 10-Q, Current Reports

on Form 8-K, proxy

statements, and all amendments

to those reports filed

furnished pursuant

to Section

13(a) or

15(d) of

the Exchange

Act are

available, free

of charge,

through our

website as

soon as

reasonably

practicable

after

file

them

with,

furnish

them

to,

the

SEC.

addition,

the

SEC

maintains

website

www.sec.gov

that

contains

reports,

proxy

and

information

statements,

and

other

information

regarding

issuers

that

file

electronically with the SEC. Cal-Maine Foods, Inc. is a Delaware corporation,

incorporated in 1969.

ITEM 1A.

RISK FACTORS

Our

business

and

results

operations

are

subject

numerous

risks

and

uncertainties,

many

which

are

beyond

our

control. The following is a description of the known factors that may materially affect

our business, financial condition or results

of operations. They

should be considered

carefully,

in addition

to the information

set forth

elsewhere in

this Annual

Report on

Form

10-K,

including

under

Part

II.

Item 7.

Management’s

Discussion

and

Analysis

Financial

Condition

and

Results

Operations,

making

any

investment

decisions

with

respect

our

securities. Additional

risks

uncertainties

that

are

not

currently known

to us,

or that we

are aware

of but

currently deem

to be

immaterial or

that could

apply to

any company

could

also materially adversely affect our business, financial condition or results

of operations.

INDUSTRY RISK FACTORS

Market prices

of wholesale

shell eggs

are volatile,

and decreases

in these

prices can

adversely impact

our revenues

and

profits.

Our operating results are significantly

affected by wholesale shell egg

market prices, which fluctuate widely and

are outside our

control. As

a result,

our prior

performance

should not

be presumed

to be

an accurate

indication of

future performance.

Under

certain circumstances, small increases

in production, or small

decreases in demand, within

the industry might

have a large adverse

effect on shell egg prices. Low shell egg prices adversely affect

our revenues and profits.

Market prices for

wholesale shell eggs

have been volatile

and cyclical. Shell

egg prices have

risen in the

past during periods

high demand such as the initial outbreak of

the COVID-19 pandemic and periods when high protein

diets are popular. Shell egg

prices

have

also

risen

during

periods

constrained

supply,

such

the

latest

highly

pathogenic

avian

influenza

(“HPAI”)

outbreak

that was

first detected

in domestic

commercial flocks

in February

2022. During

times when

prices are

high, the

egg

industry

has

typically

geared

produce

eggs,

primarily

increasing

the

number

layers,

which

historically

has

ultimately resulted in an oversupply of eggs, leading to a period of lower prices.

As discussed

above in

Part I. Item 1. Business – Seasonality

, seasonal fluctuations

impact shell

egg prices. Therefore,

comparisons

our

sales

and

operating

results

between

different

quarters

within

single

fiscal

year

are

not

necessarily

meaningful

comparisons.

A decline in consumer demand for shell eggs can negatively impact our business.

We believe high

-protein diet trends, industry advertising campaigns,

the improved nutritional reputation of eggs and an increase

in at-home consumption

of eggs during

the COVID-19 pandemic,

have all contributed

at one time or

another to increased

shell

egg demand. However, it is possible that the demand for shell eggs will decline in the future. Adverse publicity relating to health

or safety

concerns and

changes in

the perception

of the

nutritional

value

of shell

eggs,

changes in

consumer

views regarding

consumption of

animal-based products,

as well

as movement

away from

high protein

diets, could

adversely affect

demand for

shell eggs, which could have a material adverse effect on our future

results of operations and financial condition.

Feed costs are volatile and increases in these costs can

adversely impact our results of operations.

Feed costs are the largest element of our shell

egg (farm) production cost, ranging from 55%

to 63% of total farm production cost

in the last five fiscal years.

Although feed ingredients, primarily corn and soybean

meal, are available from a

number of sources, we do

not have control over

the prices

of the

ingredients we

purchase, which

are affected

by weather,

various global

and U.S.

supply and

demand factors,

transportation

and

storage

costs,

speculators,

and

agricultural,

energy

and

trade

policies

the

U.S.

and

internationally.

For

example, while feed

costs declined during fiscal

2024, we saw higher

prices for corn and soybean

meal in fiscal 2022

and 2023

as a result of

weather-related shortfalls in

production and yields,

ongoing supply chain

disruptions and the

Russia-Ukraine War

and its impact on the export markets. Our costs for corn and soybean meal

are also affected by local basis prices.

Increases in feed

costs unaccompanied by increases

in the selling price

of eggs can have

a material adverse effect

on the results

of our operations

and cash flow.

Alternatively,

low feed costs

can encourage

egg industry overproduction,

possibly resulting in

lower egg prices and lower revenue.

Agricultural risks,

including outbreaks

of avian

diseases such as

HPAI,

have harmed

and in

the future

could harm

our

business.

Our shell egg

production activities are

subject to a variety

of agricultural risks.

Unusual or extreme

weather conditions, disease

and pests can materially and adversely affect the quality and quantity of shell eggs

we produce and distribute. Outbreaks of avian

influenza among poultry

occur periodically worldwide

and have occurred

sporadically in the

U.S. Since the

HPAI

outbreaks in

2015, there were no reported

significant outbreaks of HPAI in the commercial table egg

layer flocks in the

U.S. until the February

– December

2022 time

period and

then again

beginning in

November 2023.

During the

third and

fourth quarters

of our

fiscal

2024, we

experienced HPAI

outbreaks within

our facilities

located in

Kansas and

Texas,

resulting in

total depopulation

of 3.1

million laying hens

and 577,000 pullets.

Both locations have

been cleared by

the USDA to resume

operations and repopulation

is expected to

be completed

before calendar

year end. As

of July 5,

2024, the

U.S. Centers for

Disease Control

and Prevention

(“CDC”) reported

outbreaks in 138

dairy herds in

12 states and

five cases in

the U.S. in

persons who were

exposed to infected

cows or poultry.

The CDC has not

reported any case of

human-to-human transmission. The

CDC considers that the

overall risk

to the general U.S. public

posed by the virus remains

low; however,

as a precautionary measure,

the U.S. Department of

Health

and

Human

Services

has

awarded

funding

Moderna

develop

human

vaccine

against

avian

influenza.

For

additional

information, refer to

Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations –

HPAI

maintain

controls

and

procedures

designed

to reduce

the risk

exposing

our

flocks and

employees

to harmful

diseases;

however,

despite these

efforts, outbreaks

of avian

diseases can

and do

still occur

and have

adversely impacted,

and may

in the

future adversely impact, the health of our flocks and could in the future adversely impact the health of our employees. Continued

or intensified spread of HPAI could have a material adverse impact on our financial results

by increasing government restrictions

on the sale and

distribution of our products

and requiring us to

euthanize the affected

layers. Negative publicity

from outbreaks

within our industry

can negatively impact

customer perception. If

a substantial portion

of our layers

or production facilities

are

affected by any of these factors in any given quarter or year,

our business, financial condition, and results of operations could

materially and adversely affected.

Shell

eggs

and

shell

egg

products

are

susceptible

microbial

contamination,

and

may

required

to,

or we

may

voluntarily, recall

contaminated products.

Shell eggs

and shell

egg products

are vulnerable

to contamination

by pathogens

such as

Salmonella. The

Company maintains

policies and procedures designed to comply with the complex rules and regulations governing egg production, such as The Final

Egg

Rule

issued

the

FDA

“Prevention

Salmonella

Enteritidis

Shell

Eggs

During

Production,

Storage,

and

Transportation,” and

the FDA’s

Food Safety Modernization Act. Shipment

of contaminated products, even

if inadvertent, could

result in a

violation of law and

lead to increased

risk of exposure

to product liability

claims, product recalls

and scrutiny by

federal

and

state

regulatory

agencies.

have

little,

any,

control

over

proper

handling

once

the

product

has

been

shipped

delivered. In

addition,

products

purchased

from

other

producers

could

contain

contaminants

that

might

inadvertently

redistributed by us. As such, we might decide or be required

to recall a product if we, our customers

or regulators believe it poses

a potential

health risk.

Any product

recall 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

many

cases

such

insurance

expensive, 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 profitability

may be adversely

impacted by

increases in other

input costs such

as packaging materials

and delivery

expenses, including as a result of inflation.

In addition to feed ingredient costs, other significant input costs include costs of packaging materials and delivery expenses. Our

costs of

packing materials

increased during

the past

three fiscal

years due

to inflation

and higher

labor costs,

and during

2022

also as a

result of supply

chain constraints initially

caused by

the pandemic,

and these costs

may continue

to increase. We

also

experienced increases in delivery expenses during fiscal 2023 and 2022 due to increases in fuel and labor costs for both our fleet

and contract

trucking, and

these costs

may continue

to increase.

Increases in

these costs

are largely

outside of

our control

and

have an adverse effect on our profitability and cash flow.

BUSINESS AND OPERATIONAL

RISK FACTORS

Our acquisition growth strategy subjects us to various risks.

As discussed in

Part I. Item I. Business – Growth Strategy

, we plan to continue to pursue a growth strategy that includes,

in part,

selective

acquisitions

other

businesses

engaged

the

production

and

sale of

shell

eggs,

with

priority

those

that

will

facilitate our ability to

expand our cage-free shell

egg production capabilities in

key locations and markets.

We may over-estimate

or under-estimate the demand for cage-free

eggs, which could cause

our acquisition strategy to be

less-than-optimal for our future

growth and profitability.

The number of

existing businesses with

cage-free capacity

that we may be

able to purchase

is limited,

most

production

shell

eggs

other

companies

our

markets

currently

does

not

meet

customer

demands

legal

requirements to be designated as cage-free. Conversely,

if we acquire cage-free production capacity,

which is more expensive to

purchase

and

operate,

and

customer

demands

legal

requirements

for

cage-free

eggs

were

change,

the

resulting

lack

demand for cage-free eggs may result in higher costs and lower profitability

Acquisitions require capital resources and can divert management’s attention from our existing business. Acquisitions also entail

an inherent risk that we

could become subject to contingent or

other liabilities, including liabilities arising from

events or conduct

prior to

our acquisition

of a

business that

were unknown

to us

at the

time of

acquisition. We

could incur

significantly greater

expenditures in integrating an acquired business than we anticipated at the

time of its purchase.

We cannot assure

you that we:

●

will identify suitable acquisition candidates;

●

can consummate acquisitions on acceptable terms;

●

can successfully integrate an acquired business into our operations; or

●

can successfully manage the operations of an acquired business.

assurance

can

given

that

businesses

acquire

the

future

will

contribute

positively

our

results

operations

financial condition.

In addition,

federal antitrust

laws require

regulatory approval

of acquisitions

that exceed

certain threshold

levels of significance, and we cannot guarantee that such approvals

would be obtained.

The consideration

we pay in

connection with any

acquisition affects

our financial results.

If we pay

cash, we could

be required

use

portion

our

available

cash

credit

facility

consummate

the

acquisition.

the

extent

issue

our

Common Stock, existing stockholders may

be diluted. In addition,

acquisitions may result in

additional debt. Our ability to

access

any additional

capital that

may be

needed for

an acquisition

may be

adversely impacted

by higher

interest rates

and economic

uncertainty.

Global

regional

health

crises including

pandemics

epidemics

could

have

adverse impact

our

business and

operations.

The

effects

global

regional

pandemics

epidemics

can

significantly

impact

our

operations.

Although

demand

for

our

products could

increase as

a result

of restrictions

such as

travel bans

and restrictions,

quarantines, shelter-in-place

orders, and

business and government shutdowns, which can

prompt more consumers to eat

at home, these restrictions

could also significantly

increase our cost of doing business due to labor shortages, supply-chain disruptions, increased costs

and decreased availability of

packaging supplies or

feed, and increased

medical and other

costs.

experienced these impacts

as a result of

the COVID-19

pandemic,

primarily

during

our

fiscal

years

2020

and

2021.

The

pandemic

recovery

also

contributed

higher

inflation

and

interest

rates,

which

persist

and

may

continue

persist.

The

impacts

health

crises

are

difficult

predict

and

depend

numerous factors

including the

severity,

length and

geographic scope

of the

outbreak, resurgences

of the

disease and

variants,

availability

and

acceptance

of vaccines,

and governmental,

business

and

individuals’

responses.

A resurgence

COVID-19

and/or variants, or

any future major public

health crisis, would disrupt

our business and could

have a material adverse

effect on

our financial results.

Our largest customers have accounted for a significant portion of our net sales volume. Accordingly, our business may be

adversely affected by the loss of, or reduced purchases by,

one or more of our large customers.

Our customers, such as supermarkets, warehouse clubs

and food distributors, have continued to consolidate and consolidation

expected to continue. These consolidations have

produced larger customers and potential customers with

increased buying power

that are more

capable of operating

with reduced

inventories, opposing

price increases,

and demanding

lower pricing,

increased

promotional programs and specifically tailored products. Because of these trends,

our volume growth could slow or

we may need

to lower prices or increase promotional spending for our products, any of

which could adversely affect our financial results.

Our top

three customers

accounted for

an aggregate of

49.0%, 50.1%

and 45.9%

of net sales

dollars for

fiscal 2024,

2023, and

2022, respectively.

Our largest

customer,

Walmart

Inc. (including

Sam's Club),

accounted for

33.8%, 34.2%

and 29.5%

of net

sales dollars for fiscal 2024, 2023 and

2022, respectively. Although we have established long-term relationships with most of our

customers who

continue to purchase

from us based

on our ability

to service their

needs, they are

generally free to

acquire shell

eggs from

other sources. If,

for any

reason, one

or more

of our

large customers

were to

purchase significantly

less of

our shell

eggs in the

future or terminate their

purchases from us, and

we were not

able to sell

our shell eggs to

new customers at comparable

levels, it would have a material adverse effect on our business, financial

condition, and results of operations.

Our business is highly competitive.

The production and sale of fresh shell eggs, which accounted for 96.1% to 96.6% of our net sales in our

last three fiscal years, is

intensely

competitive.

compete

with

a large

number

of competitors

that may

prove to

be more

successful

than

we are

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.

are

dependent

our

management

team,

and

the

loss

any

key

member

this

team

may

adversely

affect

the

implementation of our business plan in a timely manner.

Our success

depends largely

upon the

continued service

of our

senior management

team. The

loss or interruption

of service

one or more

of our key

executive officers

could adversely affect

our ability to

manage our operations

effectively and/or

pursue

our growth strategy.

have not entered

into any employment

or non-compete agreements

with any of

our executive officers.

Competition could cause us to lose talented employees, and unplanned turnover could deplete institutional knowledge

and result

in increased costs due to increased competition for employees.

Our

business

dependent

our

information

technology

systems

and

software,

and

failure

protect

against

effectively respond to

cyber-attacks, security

breaches, or other

incidents involving those systems,

could adversely affect

day-to-day operations

and decision making processes and have an adverse effect

on our performance and reputation.

The efficient operation of our business depends

on our information technology systems, which we rely

on to effectively manage

our

business

data,

communications,

logistics,

accounting,

regulatory

and

other

business

processes.

not

allocate

and

effectively manage the resources necessary to build and sustain an appropriate technology environment, our business, reputation,

or financial results could be negatively impacted.

In addition, our information technology systems may be vulnerable

to damage

interruption

from

circumstances

beyond

our

control,

including

systems

failures,

natural

disasters,

terrorist

attacks,

viruses, ransomware, security breaches

or cyber incidents. Cyber-attacks

are becoming more sophisticated

and are increasing in

the number of attempts and frequency by groups and individuals with a wide range of motives. We

have experienced and expect

to continue to experience attempted cyber-attacks of our information

technology systems or networks.

We regularly engage with

third-party service providers

as part

of our operations

to provide a

high level of

service to our

customers.

We have

implemented certain practices and policies

to minimize the potential risks associated with

the exchange of information

with contracted

vendors. Despite

these practices

and policies,

we cannot

guarantee that

information technology

systems of

our

third-party

service providers

will prevent

and detect

all cybersecurity

breaches and

incidents. Although

we require

third-party

service providers to notify us

upon a potential breach

or incident, there is

a potential risk that

our business, reputation,

or financial

results could be negatively impacted by cybersecurity incidents at their businesses

Additionally, future or past business

transactions (such as acquisitions

or integrations) could expose

us to additional

cybersecurity

risks and vulnerabilities, as our systems could be negatively affected

by vulnerabilities present in acquired or integrated systems

and technologies.

Furthermore, we

may discover

security issues

that were

not found

during due

diligence of

such acquired

integrated businesses,

and it

may be

difficult to

integrate businesses

into our

information technology

environment and security

program.

Our information technology systems also subject us to numerous data privacy obligations. We

may at times fail (or be perceived

to have failed)

in our efforts

to comply with

our data privacy obligations.

If we or the

third parties on which

we rely fail, or

are

perceived to have failed, to address or comply

with applicable data privacy obligations, we could face significant

consequences,

including but not

limited to government

enforcement actions and

litigation. A security breach of

sensitive information could

result

in damage

to our reputation

and our relations

with our customers

or employees.

Any such damage

or interruption

could have

material adverse effect on our business.

Technology

and

business and

regulatory

requirements

continue

to change

rapidly.

Failure to

update

or replace

legacy

systems

address

these

changes

could

result

increased

costs,

including

remediation

costs,

system

downtime,

third

party

litigation, regulatory actions or cyber security vulnerabilities which could

have a material adverse effect on our business.

Labor shortages or increases in labor costs could adversely

impact our business and results of operations.

Our

success

dependent

upon

recruiting,

motivating,

and

retaining

staff

operate

our

farms.

Approximately

76%

our

employees

are paid

at hourly

rates, often

in entry-level

positions. While

all our

employees are

paid at

rates above

the federal

minimum wage requirements,

any significant increase

in local, state or

federal minimum wage

requirements could increase

our

labor costs. In

addition, any

regulatory changes

requiring us to

provide additional

employee benefits

or mandating

increases in

other employee-related

costs, such as

unemployment insurance

or workers compensation,

would increase our

costs. A shortage

the

labor

pool,

which

may

caused

competition

from

other

employers,

the

remote

locations

many

our

farms,

decreased labor participation rates

or changes in government-provided support

or immigration laws, particularly

in times of lower

unemployment, could adversely affect our business and results of operations. A shortage of labor available to us could cause our

farms to operate

with reduced staff,

which could negatively impact

our production capacity

and efficiencies.

In fiscal 2022, our

labor

costs

increased

primarily

due

the

pandemic

and

its

effects,

which

caused

increase

wages

response

labor

shortages.

fiscal

2023

and

2024,

labor

wages

continued

rise

due

inflation

and

low

unemployment.

Accordingly,

any

significant labor shortages or increases in our labor costs could have

a material adverse effect on our results of operations.

We are controlled by the family of our late founder, Fred

R. Adams, Jr., and Adolphus B. Baker,

Chairman of our Board

of Directors,

controls the vote of 100% of our outstanding Class A Common Stock.

Fred R. Adams, Jr.,

our Founder and Chairman Emeritus

died on March 29, 2020. A

limited liability company (the

“Daughters’

LLC”), owned by

Mr. Adams’

son-in-law,

Adolphus B. Baker,

Chairman of our board

of directors, Mr.

Baker’s spouse and

her

three sisters

(Mr.

Adams’ four

daughters) (collectively,

the “Family”),

owns 100%

of our

outstanding Class

A Common

Stock

(which has

10 votes

per share),

controlling approximately

52.0% of

our total

voting power.

As sole

managing member

of the

Daughters’

LLC,

Mr.

Baker

controls

the

vote

100%

our

outstanding

Class

Common

Stock,

except

that

certain

extraordinary matters requiring the

vote of the

Company’s stockholders such as a

merger or amendment of

the Company’s Second

Amended

and Restated

Certificate of

Incorporation

require joint

approval

of Mr.

Baker and

members of

the Daughters’

LLC

holding a majority of its voting

interests. Family members also have

additional voting power due to beneficial

ownership of our

Common Stock (which has one vote per share), directly or indirectly

through the Daughter’s LLC and other entities, resulting in

family voting control of approximately 53.8% of our total voting power.

We understand that the Family

intends

to retain ownership

of a

sufficient amount of our

Common Stock and

our Class A

Common

Stock to assure continued ownership of more than 50% of the voting power of

our outstanding shares of capital stock. As a result

this ownership,

the

Family has

the

ability

to exert

substantial

influence

over

matters requiring

action

by our

stockholders,

including

amendments

to our

certificate

of incorporation

and by-laws,

the election

and removal

of directors,

and any

merger,

consolidation,

sale of

all or

substantially

all of

our

assets,

other

corporate

transactions.

Delaware

law

provides

that

the

holders of a majority of the voting power of shares entitled to vote must approve certain fundamental corporate transactions such

as a merger,

consolidation and sale of

all or substantially all

of a corporation’s

assets; accordingly,

such a transaction involving

and

requiring

stockholder

approval

cannot

effected

without

the

approval

the

Family.

Such

ownership

will

make

unsolicited acquisition of our Company more difficult and discourage

certain types of transactions involving a change of control

of our Company, including

transactions in which the holders of our Common Stock might otherwise receive a premium for their

shares over then current market prices.

The Family’s controlling

ownership of our capital stock may adversely

affect the market

price of our Common Stock.

For

additional

information,

refer

Exhibit

4.1

this

Annual

Report

Form

10-K,

“Description

Registrant’s

Securities

Registered Under Section 12 of the Exchange Act.”

The

price

our

Common

Stock

may

affected

the

availability

for

sale

the

market,

and

you

may

experience significant dilution as a result of future issuances

of our securities, which could materially and

adversely affect

the market price of our Common Stock.

The sale or

availability for

sale of substantial

amounts of

our Common

Stock could adversely

impact its price.

The Daughters’

LLC holds approximately 1.1

million shares of

Common Stock (the “Subject

Shares”) that are

subject to an

Agreement Regarding

Common Stock (the “Agreement”) filed as an exhibit to this report. The Subject Shares remain subject to potential sale

under the

Agreement. The Agreement

generally provides that

if a holder of

Subject Shares intends

to sell any of

the Subject Shares,

such

party must give the

Company a right of first

refusal to purchase all or

any of such shares.

The price payable by

the Company to

purchase shares

pursuant to

the exercise

of the

right of

first refusal

will reflect

a 6%

discount to

the then-current

market price

based

the

business-day

volume-weighted

average

price.

the

Company

does

not exercise

its right

first

refusal

and

purchase the shares offered, such party will, subject to the approval of a special committee of independent directors of the

Board

of Directors, be

permitted to sell

the shares not

purchased by the

Company pursuant to

a Company registration

statement, Rule

144 under the Securities Act of 1933, or another manner of sale agreed to by the Company. Although pursuant

to the Agreement

the Company

will have a

right of first

refusal to purchase

all or any

of those shares,

the Company

may elect not

to exercise its

rights

first

refusal,

and

if so

such

would

eligible for

sale pursuant

the registration

rights

the

Agreement

pursuant

Rule

144

under

the Securities

Act

1933.

Sales, or

the

availability

for

sale, of

large

number

shares of

our

Common Stock could result in a decline in the market price of our Common

Stock.

In addition,

our articles

of incorporation

authorize us

to issue

120,000,000 shares

of our

Common Stock.

As of

June 1,

2024,

there were

44,238,766 shares

of our

Common Stock

outstanding. Accordingly,

a substantial

number of

shares of

our Common

Stock

are

outstanding

and

are,

could

become,

available

for

sale

the

market.

addition,

may

obligated

issue

additional

shares of our Common Stock in connection with employee benefit plans (including

equity incentive plans).

In the

future, we

may decide

to raise

capital through

offerings of

our Common

Stock, additional

securities convertible

into or

exchangeable for Common

Stock, or rights to acquire

these securities or our Common

Stock. We

may also issue such securities

as consideration in an

acquisition. The issuance of

such securities could result

in dilution of

existing stockholders’ equity interests

in us. Issuances of substantial

amounts of our Common

Stock, or the perception that

such issuances could occur,

may adversely

affect prevailing market prices for our Common Stock, and we

cannot predict the effect this dilution may have on

the price of our

Common Stock.

LEGAL AND REGULATORY

RISK FACTORS

Pressure from animal rights groups regarding the treatment of animals may subject us to additional costs to conform our

practices

comply

with

developing

standards

subject

marketing

costs

defend

challenges

our

current

practices and protect our

image with our customers.

In particular,

changes in customer preferences

and state legislation

have accelerated an increase in demand for cage-free eggs, which increases uncertainty

in our business and increases our

costs.

We and many of our customers face pressure from animal rights groups, such

as People for the Ethical Treatment of Animals

and

the Humane

Society of

the United States,

to require

companies that supply

food products

to operate

their business in

a manner

that

treats

animals

conformity

with

certain

standards

developed

approved

these

groups.

general,

may

incur

additional costs to conform our practices to address

these standards or to defend our existing

practices and protect our image with

our customers.

The standards promoted

by these groups

change over time,

but typically

require minimum

cage space

for hens,

among other requirements, and some

of these groups have led successful

legislative efforts to ban

any form of caged housing

various states.

discussed

Part I. Item 1. Business - Government Regulation

ten

states

have

passed

minimum

space

and/or

cage-free

requirements

for hens,

and other

states are

considering such

requirements. In

addition, 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. While we

anticipate that our

retail and foodservice

customers will continue

to transition to

selling cage-free eggs

given publicly stated

goals,

there is

no assurance

that this

transition will

take place

or take

place according

to the

timeline of

current cage-free

goals. For

example, customers may accelerate their transition to stocking cage-free eggs, which may challenge our ability to meet the cage-

free volume

needs of

those customers

and result

in a loss

of shell

egg sales.

Similarly,

customers who

commit to

stock greater

proportional quantities of cage-free eggs are under no obligation to continue to do

so, which may result in an oversupply of

cage-

free eggs and result

in lower specialty

egg prices,

which could reduce the

return on our capital

investment in cage-free production.

Changing our

infrastructure and

operating procedures

to conform

to consumer

preferences, customer

demands and

recent laws

has resulted

and will

continue to

result in

additional costs,

including capital

and operating

cost increases.

The USDA

reported

that the

estimated U.S.

cage-free flock

was 122.0 million hens

as of

May 31,

2024, which

is approximately

39.9% of

the total

U.S. table

egg

layer hen

population.

According

to the

USDA Agricultural

Marketing

Service, as

of May

2024 approximately

220.1 million hens, or about

72% of the U.S.

non-organic laying flock would have to be

in cage-free production to meet

projected

cage-free commitments

from the

retailers, foodservice

providers and

food manufacturers

that have

stated goals

to transition

cage-free eggs.

In response

to our

customers’ announced

goals and

increased legal

requirements for

cage-free eggs,

we have

increased capital

expenditures

increase

our

cage-free

production

capacity.

are

also

enhancing

our

focus

cage-free

capacity

when

considering

acquisition opportunities.

Our customers

typically do

not commit

to long-term

purchases of

specific quantities

type of eggs

with us, and

as a result,

we cannot predict

with any certainty

which types of

eggs they will

require us to

supply in

future

periods.

The

production

cage-free

eggs

costly

than

the

production

conventional

eggs,

and

these

higher

production costs contribute

to the prices

of cage-free eggs,

which historically have

typically been higher

than conventional egg

prices. Many consumers prefer to buy less expensive conventional shell eggs. These consumer preferences may in turn influence

our customers’ future needs for

cage-free and conventional eggs. Due

to these uncertainties, we

may over-estimate future demand

for cage-free

eggs, which

could increase

our costs

unnecessarily,

or we

may under-estimate

future demand

for cage-free

eggs,

which could

harm us

competitively.

If our

competitors obtain

non-cancelable

long-term contracts

to provide

cage-free eggs

our existing or potential customers,

then there may be decreased demand

for our cage-free eggs due

to these lost potential sales.

If we and our

competitors increase cage-free egg production

and there is no

commensurate increase in demand for

cage-free eggs,

this overproduction

could lead to

an oversupply of

cage-free eggs, reducing

the sales price

for specialty eggs

and our return

capital investments in cage-free production.

Failure

comply

with

applicable

governmental

regulations,

including

environmental

regulations,

could

harm

our

operating results,

financial condition,

and reputation.

Further,

we may

incur significant

costs to

comply with

any such

regulations.

We are subject to federal, state and local

regulations relating to grading, quality

control, labeling, sanitary control, waste

disposal,

and other

areas of

our business.

As a

fully-integrated

shell egg

producer,

our shell

egg facilities

are subject

to regulation

and

inspection by the USDA, OSHA, EPA and

FDA, as well as state and local health and agricultural agencies, among others. All of

our shell egg production and

feed mill facilities are subject

to FDA, EPA and OSHA regulation and inspections. In addition, rules

are often proposed that, if adopted as proposed, could increase our costs.

Our operations and facilities are subject to various federal, state and local environmental, health, and safety laws and regulations

governing,

among

other

things,

the

generation,

storage,

handling,

use,

transportation,

disposal,

and

remediation

hazardous

materials. Under these laws and

regulations, we are required to obtain permits

from governmental authorities, including, but

not

limited to wastewater discharge permits and manure

and litter land applications.

If we

fail to

comply with

applicable laws

or regulations,

or fail

to obtain

necessary permits,

we could

be subject

to significant

fines and penalties or other sanctions, our reputation could be harmed, and our operating results and financial condition could be

materially

adversely

affected.

addition,

because

these

laws and

regulations

are

becoming

increasingly

stringent,

it is

possible that we will be required to incur significant costs for compliance

with such laws and regulations in the future.

Climate change and legal or regulatory responses

may have an adverse impact on our business and results of

operations.

Extreme

weather

events,

such

as derechos,

wildfires,

drought,

tornadoes,

hurricanes,

storms,

floods

other

natural

disasters

could materially and adversely affect our operating

results and financial condition. In fact, derechos, fires, floods,

tornadoes and

hurricanes have affected our facilities or the facilities of other egg producers in the past. Increased global temperatures

and more

frequent occurrences

of extreme

weather events,

which may

be exacerbated

by climate

change, may

cause crop

and livestock

areas to

become unsuitable,

including due

to water

scarcity or

high or

unpredictable

temperatures,

which may

result in

much

greater stress on food systems and more pronounced food

insecurity globally. Lower

global crop production, including corn and

soybean meal,

which are

the primary

feed ingredients

that support

the health of

our animals,

may result

in significantly

higher

prices for these commodity inputs, impact our ability to source the commodities we use to feed our flocks, and negatively impact

our ability

to maintain

or grow our

operations. Climate

change may

increasingly expose

workers and

animals to

high heat

and

humidity

stressors

that

adversely

impact

poultry

production

and

our

costs.

Increased

greenhouse

gas

emissions

may

also

negatively impact air quality, soil quality and water quality, which

may hamper our ability to support our operations, particularly

in higher water- and soil-stressed regions.

Increasing

frequency of

severe weather

events, whether

tied to

climate change

or any

other cause,

may negatively

impact our

ability to raise

poultry and

produce eggs profitably

or to

operate our transportation

and logistics

supply chains. Regulatory

controls

and

market

pricing may

continue

to drive

the costs

of fossil

-based

fuels higher,

which

could negatively

impact

our ability

source commodities

necessary to

operate our

farms or

plants and

our current

fleet of

vehicles. These

changes may

cause us

change, significantly, our day-to-day

business operations and our strategy. Climate change and extreme weather events may also

impact demand for our products

given evolution of consumer food preferences.

Even if we take

measures to position our business

in anticipation

of such

changes, future

compliance

with legal

or regulatory

requirements may

require significant

management

time, oversight and enterprise expense. We

may also incur significant expense tied to regulatory fines if laws and regulations are

interpreted and applied

in a manner that

is inconsistent with our

business practices. We

can make no

assurances that our efforts

to prepare

for these

adverse events

will be

in line

with future

market and

regulatory expectations

and our

access to

capital

support our business may also be adversely impacted.

Current and future litigation could expose us to significant

liabilities and adversely affect our business reputation.

We and certain of our subsidiaries are involved in various legal proceedings.

Litigation is inherently unpredictable, and although

believe

have

meaningful

defenses

these

matters,

may

incur

liabilities

due

adverse

judgments

enter

into

settlements of claims that

could have a material

adverse effect on our

results of operations, cash

flow and financial condition.

For

discussion

our

ongoing

legal

proceedings

see

Part I. Item 3. Legal Proceedings

below

and

Part

II.

Item

Notes

the

Consolidated Financial

Statements,

Note 16 – Commitments and Contingencies

Such lawsuits are

expensive to

defend, divert

management’s

attention, and

may

result in

significant

adverse judgments

or settlements.

Legal proceedings

may expose

us to

negative publicity,

which could adversely affect our business reputation and customer

preference for our products and brands.

FINANCIAL AND ECONOMIC RISK FACTORS

Weak or unstable economic conditions, including continued high inflation and interest rates,

could negatively impact our

business.

Weak

or unstable economic

conditions, including

continued high inflation

and interest rates,

may adversely

affect our

business

by:

●

Limiting our access to capital markets or increasing the cost of capital we may

need to grow or operate our business;

●

Changing consumer spending and habits and demand for eggs, particularly

higher-priced eggs;

●

Restricting the supply of energy sources or increasing our cost to procure

energy; or

●

Reducing the availability of feed

ingredients, packaging material, and other raw

materials, or increasing the cost

of these

items.

Deterioration of economic conditions could also negatively

impact:

●

The financial condition of our suppliers, which may make it more

difficult for them to supply raw materials;

●

The financial condition of our customers, which may decrease demand

for eggs or increase our bad debt expense; or

●

The financial condition of our insurers, which could increase our cost to obtain insurance, and/or make it difficult for or

insurers to meet their obligations in the event we experience a loss due to an insured

peril.

According

the

U.S.

Bureau

Labor

Statistics,

from

May

2021

May

2022,

the

Consumer

Price Index for

All

Urban

Consumers (“CPI-U”) increased

8.5 percent, the largest

12-month increase since

the period ending December

1981. The CPI-U

increased 4.1% and

3.3% from May

2022 to May

2023 and May

2023 to May

2024, respectively. Inflationary costs have

increased

our input costs, and if we are unable to pass these costs through to the customer

it could have an adverse effect on our business.

hold

significant

cash balances

in deposit

accounts with

deposits in

excess of

the amounts

insured by

the Federal

Deposit

Insurance Corporation (“FDIC”). In

the event of

a bank failure

at an institution

where we maintain

deposits in excess

of the FDIC-

insured amount, we may lose such excess deposits.

The

loss

any

registered

trademark

other

intellectual

property

could

enable

other

companies

compete

effectively with us.

utilize intellectual

property in

our business. For

example, we

own the

trademarks

Farmhouse Eggs®

4Grain®, Sunups®

and

Sunny Meadow®

. We

produce and market

Egg-Land’s

Best®

and

Land O’ Lakes

® under license

agreements with EB. We

have invested a significant amount of

money in establishing and promoting

our trademarked brands. The loss or

expiration of any

intellectual property could

enable our competitors

to compete more

effectively with us

by allowing them

to make and

sell products

substantially

similar

those

offer. This

could

negatively

impact

our

ability

produce

and

sell

those

products,

thereby

adversely affecting our operations.

Impairment in the carrying value

of goodwill or other assets

could negatively affect our results of

operations or net worth.

Goodwill

represents

the

excess

the

cost

business

acquisitions

over

the

fair

value

the

identifiable

net

assets

acquired. Goodwill

reviewed

least

annually

for

impairment

assessing

qualitative

factors

determine

whether

the

existence of events or circumstances

leads to a determination that

it is more likely than not

that the fair value of

a reporting unit

is less

than its

carrying

amount. As of

June 1,

2024, we

had $45.8 million

of goodwill. While

we believe

the current

carrying

value of this goodwill is not impaired, future goodwill impairment charges could adversely affect our results of operations in any

particular period and our net worth.

Events beyond our control such as extreme

weather and natural disasters could negatively impact our business.

Fire,

bioterrorism,

pandemics,

extreme

weather

or natural

disasters, including

droughts,

floods,

excessive

cold

heat, water

rights restrictions, hurricanes or other storms, could impair the health or growth of our flocks, decrease production or availability

of feed ingredients, or interfere

with our operations due to

power outages, fuel shortages, discharges from

overtopped or breached

wastewater treatment lagoons, damage to our production and processing facilities, labor shortages or disruption of transportation

channels, among other things. Any of these factors could have a material adverse

effect on our financial results.

ITEM 1B.

UNRESOLVED

STAFF COMMENTS

None.

ITEM 1C.

CYBERSECURITY

Risk Management and Strategy

understand the importance

of cybersecurity and

its role in

the success of

our Company.

Our business operations

depend on

the effective use of

our information systems in order

to properly serve our

customers, manage our business and

track and report

our financial results. Our technology operations consider risks from cybersecurity threats in the implementation and execution of

our business processes.

We have considered and assessed

the risks from

cybersecurity threats as

part of our

overall risk assessment

process using the National Institute of Standards and Technology

(“NIST”) Cybersecurity Framework.

In order to

identify, assess and manage material

risks arising from

cybersecurity threats, we

maintain internal resources to

monitor

and quickly respond to such

threats. We

perform vulnerability scans and penetration

testing designed to test the effectiveness

our

security

practices.

engage

third-party

service

providers

assist

the

evaluation

our

internal

controls

over

our

information systems

through audit

and consulting

services to

test the

design and

operational effectiveness

of security

controls.

We continually monitor our systems to detect and identify cybersecurity threats. Prior to

contracting with third-party vendors, we

perform risk assessments of the vendors and require the vendors to manage cybersecurity risks to our business operations as well

notify

any

potential

known

cybersecurity

risks.

also

require

our

employees

complete

training

programs

increase their

awareness of

and sensitivity

to cybersecurity

threats. These

training programs

include the

identification of

such

threats and the proper responses to a potential breach of cybersecurity that

aligns with our adopted processes.

The Company has

implemented a response

process in the

event of a

cybersecurity incident through

its crisis management

plan.

The

process

includes

the

cooperation

the

information

technology

team

and

our

management

team

properly

detect

and

respond to these incidents. These

responses include determination of the

potential impact and materiality of

the incident, potential

disclosure

and

litigation

matters,

and

mitigation

actual

potential

damage

our

systems

reputation

arising

from

the

incident. An action plan is implemented to respond to any potential cybersecurity breach in order to continue to effectively serve

our customers and conduct our operations with as little interruption as practicable. The information technology team reviews the

response process

on a

regular basis

to ensure

that it

is designed

to be

effective and

to encompass

current or

new cybersecurity

threats.

As of July

23, 2024, we

are not aware

of any risks

from cybersecurity threats, including

as a

result of prior

cybersecurity incidents,

that have

materially affected

or that

we believe

are reasonably

likely to

materially affect

the Company,

including our

business

strategy,

results

operations

financial

condition.

See

“Item

1A.

Risk

Factors”

for

further

discussion

about

risks

from

cybersecurity threats.

Governance

The Board is responsible for

the oversight of management’s

process for identifying and mitigating

risks related to cybersecurity

threats. On a quarterly

basis, the Director of

Information Technology provides a report to the

Audit Committee regarding ongoing

processes to improve

and update our

current cybersecurity protocols,

new cybersecurity threats,

results of internal

assessments,

and any recent cybersecurity

incidents. The Audit Committee will make

the Board aware of any information

it deems necessary

or appropriate in order for the Board to effectively oversee the

Company’s cybersecurity risk management

and strategy.

The

Director

Information

Technology

and

the

team

he manages

are

responsible

for

the

operation

and

maintenance

our

information systems, including the assessment, identification and

management of risks from cybersecurity threats. Together,

the

Director of Information

Technology

and his team have over

150 years of experience

in the information technology

and security

environment.

Our Chief

Financial Officer, to whom

the Director

of Information Technology reports,

has served

as Chief

Financial

Officer and a Board member since 2018 and has over 40 years of risk

management experience.

ITEM 2.

PROPERTIES

The table below provides summary information about

the primary operational facilities we use

in our business as of June

1, 2024.

Type

Quantity

(a)

Owned

Leased

Production Capacity

Location

Breeding Facilities

—

House up to 255,000 hens

GA, MS

Distribution Centers

—

FL, GA, NC, TX

Feed Mills

Production capacity of 949 tons

of feed per hour

AL, AR, FL, GA, KS, KY,

MO,

MS, OH, OK, SC, TN, TX, UT

Hatcheries

Hatch up to 780,848 chicks per

week

FL, MO, MS

Processing and

Packaging

—

Approximately 605,700 dozen

shell eggs per hour

AL, AR, FL, GA, KS, KY,

LA,

MS, OH, OK, SC, TX, UT

Pullet Facilities

—

House up to 12.7 million pullets

AR, FL, GA, KS, KY,

MS, SC,

TX, UT

Shell Egg Production

—

House up to 48.0 million layers

AL, AR, FL, GA, KS, KY,

LA,

MS, OH, OK, SC, TX, UT

Egg Products Processing

Facilities

—

Production capacity of 59,000

lbs. per hour

GA, MO, TX

(a)

Does not include idled facilities or contract production and growers.

also

have

ongoing

construction

projects

further

expand

the

Company’s

cage-free

egg

production

capabilities.

These

projects

include

expanding

our cage-free

egg production

at existing

farms or

converting

conventional

housing

with cage-free

production.

These

projects

will

phase

into

production

through

fiscal

2026.

For

additional

information,

see

Part II. Item 7.

Management’s Discussion and Analysis – Results of Operations – Liquidity and Capital Resources

June

2024,

owned

approximately

29.0 thousand

acres

land.

There

are

material

mortgages

liens

our

properties.

ITEM 3.

LEGAL PROCEEDINGS

Refer to the description of certain legal proceedings pending against us under Part II. Item

8. Notes to the Consolidated Financial

Statements,

Note 16 – Commitments and Contingencies

, which discussion is incorporated herein by reference.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART

II.

ITEM

MARKET

FOR

REGISTRANT’S

COMMON

EQUITY,

STOCKHOLDER

MATTERS

AND

ISSUER PURCHASES OF EQUITY SECURITIES

have two

classes of

capital stock,

Common Stock

and Class

A Common

Stock. Our

Common Stock

trades on

the Nasdaq

Global Select Market under the symbol “CALM”. There is no public

trading market for the Class A Common Stock.

All

outstanding

Class

Common

Stock

are

owned

limited

liability

company

which

Adolphus

Baker,

our

Chairman, is the sole managing member. For additional information, see

Part I. Item 1A. Risk Factors

, “We are controlled by the

family of our late founder, Fred R. Adams, Jr.,

and Adolphus B. Baker, Chairman of our Board of Directors, controls the vote

100%

our

outstanding

Class

Common

Stock.”

July 19,

2024,

there

were

approximately

230

record

holders

our

Common

Stock

and

approximately

69,898

beneficial

owners

whose

were

held

nominees

broker

dealers.

For

additional information

about our

capital structure,

see

Note 11 - Equity

in Part

II. Item

8. Notes

to the

Consolidated Financial

Statements.

Dividends

Cal-Maine has a

variable dividend policy

adopted by its

Board of Directors.

Pursuant to the

policy,

Cal-Maine pays

a dividend

to shareholders of

its Common Stock and

Class A Common Stock

on a quarterly basis

for each quarter

for which the Company

reports net

income attributable

to Cal-Maine

Foods, Inc.

computed in

accordance with

GAAP in

an amount

equal to

one-third

(1/3) of

such quarterly

income. Dividends

are paid

to shareholders

of record

as of

the 60th

day following

the last

day of

such

quarter, except for

the fourth fiscal quarter.

For the fourth quarter,

the Company will pay dividends

to shareholders 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

Cal-Maine

Foods,

Inc.,

the

Company

will

not

pay

dividend

for

subsequent profitable quarter until the Company is profitable on a

cumulative basis computed from the date of the

last quarter for

which

dividend

was

paid. Under

the

Company's

Credit

Facility,

dividends

are

restricted

the

amount

permitted

under

the

Company’s

current dividend policy,

and may not

be paid if

a default exists

or will arise

after giving effect

to the dividend

or if

the sum of

cash and cash

equivalents of

the Company and

its subsidiaries plus

availability under

the Credit Facility

equals less

than $50 million.

Stock Performance Graph

The

Company

utilized

the

(i)

Russell

2000

Total

Return,

and

(ii)

S&P

Composite

1500

Food

Products

Industry

Index

benchmark the

Company’s

total shareholder

return. The

Company is a

member of

each of these

indexes and

believes the other

companies

included

these

indexes

provide

products

and

services

similar

Cal-Maine

Foods.

The

graph

presents

total

shareholder return and assumes $100 was invested on May 31, 2019

in the stock or index and dividends were reinvested.

May 31, 2019

May 29, 2020

May 28, 2021

May 27, 2022

June 2, 2023

May 31, 2024

Cal-Maine Foods, Inc.

100.00

120.37

94.39

130.51

141.75

190.54

Russell 2000 Total Return

100.00

96.56

158.91

133.69

131.71

151.16

S&P Composite 1500 Food

Products Industry Index

100.00

110.09

136.95

146.73

154.96

141.10

Issuer Purchases of Equity Securities

There were

no purchases

of our

Common Stock

made by

or on

behalf of

our Company

or any

affiliated purchaser

during our

fiscal 2024 fourth quarter.

Recent Sales of Unregistered Securities

No sales of securities without registration under the Securities Act of 1933

occurred during our fiscal year ended June 1, 2024.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

(a)

(b)

(c)

Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights

Weighted average

exercise price of

outstanding

options, warrants

and rights

Number of securities

remaining available for future

issuance under equity

compensation plans (excluding

securities reflected in column

(a))

Equity compensation plans

approved by shareholders

—

277,954

Equity compensation plans not

approved by shareholders

—

Total

—

277,954

(a)

There were

no outstanding options,

warrants or

rights as of

June 1, 2024.

There were 856,119

shares of restricted

stock outstanding under our Amended and Restated 2012 Omnibus Long-Term

Incentive Plan as of June 1, 2024.

(b)

There were no outstanding options, warrants or rights as of June 1, 202

(c)

Reflects shares

available for

future issuance

as of

June 1,

2024 under

our Amended

and Restated

2012 Omnibus

Long-Term Incentive

Plan.

For

additional

information,

see

Note 14 – Stock Compensation Plans

Part

II.

Item

Notes

the

Consolidated

Financial

Statements.

ITEM 6.

RESERVED

ITEM

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

FINANCIAL

CONDITION

AND RESULTS

OF OPERATIONS

RISK FACTORS;

FORWARD

-LOOKING STATEMENTS

For

information

relating

important

risks

and

uncertainties

that

could

materially

adversely

affect

our

business,

securities,

financial

condition,

operating

results,

cash

flow,

reference

made

the

disclosure

set

forth

under

Part I. Item 1A. Risk

Factors

. In

addition, because

the following

discussion includes

numerous forward

-looking statements

relating to

our business,

securities, financial condition, operating results and cash flow, reference is made to the disclosure set forth under

Part I. Item 1A.

Risk Factors

and

the

information

set

forth

the

section

Part

immediately

preceding

Item

above

under

the

caption

“

Forward-Looking Statements

.”

COMPANY

OVERVIEW

Cal-Maine Foods, Inc. is primarily engaged in the production, grading, packaging, marketing and distribution of

fresh shell eggs.

Our fiscal

year end

is the

Saturday closest

to May 31.

The fiscal

years 2024

and 2022

included 52

weeks and

fiscal year

2023

included 53

weeks. The

Company,

which is

headquartered in

Ridgeland, Mississippi,

is the

largest producer

and distributor

fresh

shell

eggs

the

United

States

(“U.S”).

In fiscal

2024,

sold

approximately

1.15 billion

dozen

shell

eggs,

which

believe represented approximately 21%

of domestic shell egg

consumption. Our total flock as

of June 1, 2024 of

approximately

39.9 million

layers and

11.8 million

pullets and

breeders is

the largest

in the

U.S. We

sell most

of our

shell eggs

to a

diverse

group

customers,

including

national

and

regional

grocery

store

chains,

club

stores,

companies

servicing

independent

supermarkets in the U.S., food service distributors, and egg product

consumers throughout the majority of the U.S.

The Company has one reportable

operating segment, which is the production,

grading, packaging, marketing and distribution

shell eggs. Many of our customers rely on us to provide most of their shell egg needs, including specialty and conventional eggs.

For further description of our business, refer to

Part I. Item I. Business

ACQUISITIONS

On September 30,

2023, we completed

our 24th acquisition

since 1989,

when we acquired

the assets of Fassio

Egg Farms, Inc.

(“Fassio”), related to its commercial shell egg production

and processing business. Fassio owned and operated commercial

shell

egg

production

and

processing

facilities

with

capacity

the

time

acquisition

approximately

1.2

million

laying

hens,

primarily cage-free, a feed mill, pullets, a fertilizer production and

composting operation and land located in Erda, Utah, outside

Salt Lake

City.

This acquisition

provided us

with an

opportunity to

expand our

market presence

in Utah

and the

western U.S.,

particularly

for cage-free

eggs. For

a further

description of

this transaction,

refer to

Part II.

Item 8.

Notes to

the Consolidated

Financial Statements,

Note 2 – Acquisition

. In

March 2024,

we acquired

a broiler

processing plant,

hatchery and

feed mill

Dexter, Missouri that were closed by

Tyson Foods, Inc.

in 2023 and that we are remodeling and repurposing for use in shell egg

and egg products production to enhance our supply and

distribution capabilities for customers in Missouri and surrounding areas.

In addition, subsequent to our fiscal

2024, we acquired substantially all the egg

production and processing assets of ISE America,

Inc.

and certain

of its

affiliates.

The acquired

assets include

commercial

shell egg

production and

processing facilities

with

capacity

the

time

of acquisition

approximately

4.7

million

laying

hens,

including

1.0

million

cage-free,

and 1.2

million

pullets, feed mills, approximately 4,000 acres of land, inventories and an egg products breaking facility. The acquired assets also

include an

extensive customer

distribution network

across the

Northeast and

Mid-Atlantic states,

and production

operations in

Maryland,

New

Jersey,

Delaware

and

South

Carolina.

These

production

assets

are

our

first

Maryland,

New

Jersey

and

Delaware. We believe this acquisition provides us with an opportunity to significantly enhance our market reach in the Northeast

and Mid-Atlantic

states. For further

description of

this transaction,

refer to

Part II. Item

8. Notes to

the Consolidated

Financial

Statements,

Note 17 – Subsequent Events

During fiscal 2022, we acquired the remaining 50% membership interest in

Red River Valley

Egg Farm, LLC (“Red River”),

which owns and operates a specialty shell egg production complex that includes

1.7 million cage-free hens.

HPAI

Since the HPAI outbreaks in 2015, there were no reported significant outbreaks of HPAI in the commercial table egg layer

flocks

until the

February –

December 2022

time period.

During this

time, approximately

44.3 million

commercial

layers and

pullets

were depopulated resulting in significant

pressure on the overall supply

of eggs. Thereafter, there

were no HPAI

cases affecting

commercial

layers

until

November

2023.

From

November

2023

through

the

end

May

2024,

approximately

32.8

million

commercial laying hens and pullets were depopulated.

During the

third and

fourth quarters

of fiscal

2024, we

experienced HPAI

outbreaks within

our facilities

in Kansas

and Texas,

resulting

the

depopulation

approximately

3.1

million

laying

hens

and

577,000

pullets

and

the

temporary

cessation

operations at the facilities. Both locations have been cleared by

the USDA to resume operations and we have begun to

repopulate

the flock. We

have continued efforts to minimize disruption to our customers.

We remain dedicated

to robust biosecurity programs across our locations; however,

no farm is immune from HPAI.

HPAI is

currently widespread in the wild bird population worldwide. The extent

of possible future outbreaks, with heightened risk

during the migration seasons, and more recent HPAI

events, which have been directly linked to dairy cattle operations, cannot

be predicted. According to the U.S. Centers for Disease Control and Prevention, the

human health risk to the U.S. public from

the HPAI

virus is considered to be low.

Also, 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, refer to

Part I. Item 1A. Risk Factors

Executive Overview of Results – Fiscal Years

Ended June 1, 2024, June 3, 2023 and May 28, 2022

Fiscal Years

Ended

June 1, 2024

June 3, 2023

May 28, 2022

Net sales (in thousands)

2,326,443

3,146,217

1,777,159

Gross profit (in thousands)

541,571

1,196,457

337,059

Net income attributable to Cal-Maine Foods, Inc.

277,888

758,024

132,650

Net income per share attributable to Cal-Maine Foods, Inc.

Basic

5.70

15.58

2.73

Diluted

5.69

15.52

2.72

Net average shell egg price

(a)

1.932

2.622

1.579

Average UB Southeast

Region - Shell Eggs - White Large

2.049

3.115

1.712

Feed costs per dozen produced

0.550

0.676

0.571

(a) The net average

shell egg selling

price is the blended

price for all sizes

and grades of

shell eggs, including

graded and

non-graded shell egg sales, breaking stock and undergrades.

For fiscal

2023, net

sales increased

to $3.1

billion, gross

profit to

$1.2 billion

and net

income to

$758.0 million.

The increases

primarily resulted

from significantly

higher average

egg selling

prices, primarily

due to

the reduction

in egg

supply caused

HPAI

and

higher

grain

and

other

input

costs,

some

our

egg

sales

prices

are

based

formulas

our

costs

production. Gross

profit and

net income

increases were

partially offset

by the

increased cost

of feed

ingredients and

increased

processing, packaging

and warehouse costs.

The impact of

HPAI

continued throughout

the first three

quarters of fiscal

2023 as

prices continued to increase. For the

first three quarters of fiscal

2023, the average UB southeastern large index

price was 138.8%

higher

than

the

average

price

the

first

three

quarters

fiscal

2022.

For

the

fourth

quarter

fiscal

2023

the

average

southeastern large index price decreased 13.8% to $2.163

from the same period in the

prior year as the egg supply

improved from

the effects

of HPAI.

Conventional egg

selling prices

declined significantly

during the

latter part

of the

fourth quarter

of fiscal

2023.

Our dozens sold

increased by 5.9%

for fiscal 2023

compared to fiscal

2022, primarily due

to an increase

in specialty egg

sales,

with most

of the

increase due

to an

increase in

cage-free eggs

sold. Our

feed costs

per dozen

produced increased

to $0.676

fiscal 2023, compared to $0.571 in

fiscal 2022. For fiscal year 2023,

the average Chicago Board of Trade (“CBOT”) daily

market

price was $6.57 per bushel for corn

and $450 per ton for soybean meal,

representing increases of 4.1% and 14.7%,

respectively,

compared to the daily average CBOT

prices for fiscal 2022. Supplies of

corn and soybean meal remained tight

relative to demand

throughout fiscal

2023, as evidenced

by a low

stock-to-use ratio for

corn, as a

result of weather-related

shortfalls in production

and yields, ongoing supply

chain disruptions and the

Russia-Ukraine War

and its impact on

the export markets. Basis levels

for

corn and soybean

meal, which impact

our costs for these

feed ingredients, ran

significantly higher in fiscal

2023 in our areas

operation compared to our prior year fiscal year as a result of higher transportation

and storage costs, adding to our expense.

For fiscal 2024, net sales

decreased to $2.3 billion, gross profit

to $541.6 million and net

income to $277.9 million. The

decreases

compared to

fiscal 2023

are primarily

a result

of a

decrease in

average egg

selling prices.

The average

UB southeastern

large

index price for

fiscal 2024 decreased

34% compared to

fiscal 2023. The

decrease is due in

large part to

the recovery of

the egg

supply

following

the

HPAI

outbreaks

during

most

calendar

year

2022.

However,

the

resurgence

HPAI

beginning

November 2023 resulted in the

UB southeastern large index price

being 9.1% higher in

the fourth quarter of

fiscal 2024 compared

to the fourth quarter of fiscal 2023.

Our dozens sold for fiscal 2024 remained relatively flat compared to fiscal 2023. We had an increase in production capacity with

the acquisition

of the

commercial shell

egg production

and processing

business of

Fassio Egg

Farms, Inc.

during fiscal

2024,

which was offset by the temporary decrease in production due

to the HPAI

outbreaks

at our facilities.

Our feed costs

per dozen produced

decreased to $0.550

in fiscal 2024, compared

to $0.676 in fiscal

2023. For fiscal

year 2024,

the average CBOT

daily market price

was $4.76 per bushel

for corn and

$390 per ton for

soybean meal, representing

decreases

27.5%

and

13.4%,

respectively,

compared

the

daily

average

CBOT

prices

for

fiscal

2023.

Current

indications

for

corn

project an overall better stocks-to-use ratio implying potentially lower prices

in the near term; however, as long as outside

factors

remain uncertain (including weather patterns and global supply chain disruptions),

volatility could remain.

RESULTS

OF OPERATIONS

The following table sets forth, for the

fiscal years indicated, certain items from our Consolidated

Statements of Income expressed

as a percentage of net sales.

Fiscal Year

Ended

June 1, 2024

June 3, 2023

Net sales

100.0

Cost of sales

76.7

62.0

Gross profit

23.3

38.0

Selling, general and administrative

10.9

7.4

Gain on involuntary conversions

(1.0)

(0.1)

(Gain) loss on disposal of fixed assets

—

Operating income

13.4

30.7

Total other income

2.0

1.0

Income before income taxes

15.4

31.7

Income tax expense

3.6

7.7

Net income

11.8

24.0

Less:

Net loss attributable to noncontrolling interest

(0.1)

—

Net income attributable to Cal-Maine Foods, Inc.

11.9

24.0

Fiscal Year

Ended June 1, 2024 Compared to Fiscal Year

Ended June 3, 2023

NET SALES

Net revenue is primarily generated

through sales of shell

eggs and egg products. Net

shell egg sales represented 96.2%

and 96.1%

of total

net sales

in fiscal

2024 and

2023, respectively.

The Company’s

shell egg

offerings include

specialty and

conventional

shell

eggs.

Specialty

shell

eggs

include

cage-free,

organic,

brown,

free-range,

pasture-raised

and

nutritionally

enhanced.

Conventional

shell

eggs sales

represent

all other

shell

egg sales

not

sold

as specialty

shell

eggs.

Shell

egg

sales classified

“Other” represent sales of miscellaneous byproducts and resale products included

with our shell egg operations.

The Company’s egg products

offering include liquid and frozen egg products and hard

-cooked eggs.

The table below presents an analysis of our conventional and specialty shell egg

sales (in thousands, except percentage data):

June 1, 2024

June 3, 2023

Total net sales

2,326,443

3,146,217

Conventional

1,291,743

57.7

2,051,961

67.9

Specialty

925,665

41.4

956,993

31.6

Egg sales, net

2,217,408

99.1

3,008,954

99.5

Other

20,026

0.9

14,993

0.5

Net shell egg sales

2,237,434

100.0

3,023,947

100.0

Dozens sold:

Conventional

746,687

65.1

749,076

65.3

Specialty

400,946

34.9

398,297

34.7

Total dozens sold

1,147,633

100.0

1,147,373

100.0

Net average selling price per dozen:

Conventional

1.730

2.739

Specialty

2.309

2.403

All shell eggs

1.932

2.622

Egg products sales:

Egg products net sales

89,009

122,270

Pounds sold

74,849

70,035

Net average selling price per pound

1.189

1.746

Shell egg net sales

For fiscal 2024,

shell egg net

sales decreased $786.5

million compared to

fiscal 2023,

primarily due to

the decrease in

net average selling prices

for conventional eggs, and

to a lesser extent the decrease

in the net average

selling prices for

specialty eggs.

For fiscal 2024,

conventional egg sales

decreased $760.2 million,

or 37.0%, compared

to fiscal 2023,

primarily due to

the decrease in conventional egg prices. Changes in price resulted in a $753.4 million

decrease in net sales and changes

in volume resulted in a $6.5 million decrease in net sales.

Conventional egg

prices reached

record highs

in fiscal

2023 due

to HPAI

outbreaks experienced

throughout calendar

year 2022 as

well seasonal demand during

the winter holidays.

Prices were lower

in the first

half of fiscal

2024 compared

to the

same period of

fiscal 2023

as the

U.S. egg supply

started to

recover from

outbreaks of

HPAI.

There has

been a

resurgence of

HPAI

starting in November

2023, and continuing

through the remainder

of fiscal 2024, which

increased

prices due to supply constraints. However, prices

in fiscal 2024 remained lower on average than fiscal 2023.

Specialty egg sales

decreased $31.3 million,

or 3.3%, for fiscal

2024

compared to fiscal 2023,

primarily due to

a 3.9%

decrease in specialty

egg prices partially

offset by

a 0.7% increase

in the volume

of specialty dozens

sold. Changes in

price resulted

in a $37.7

million decrease in

net sales and

changes in volume

resulted in a

$6.4 million

increase in net

sales.

Our

dozens

sold for

fiscal

2024 remained

relatively

flat

compared

to fiscal

2023.

had

increase

in production

capacity with the acquisition of the commercial shell egg production and processing business of Fassio Egg Farms, Inc.

during fiscal 2024, which was

offset by the temporary decrease

in production due to the

HPAI outbreaks at our facilities.

Egg products net sales

Egg products net sales decreased

$33.3 million, or 27.2%, primarily

due to a 31.9% selling price

decrease compared to

fiscal 2023, which had a $41.7 million negative impact on net sales.

Our egg products net average selling price decreased in fiscal 2024, compared to fiscal 2023 as the supply of shell

eggs

used to produce egg products increased.

COST OF SALES

Cost of

sales consists

costs directly

to producing,

processing

and

packing

shell eggs,

purchases

shell

eggs from

outside sources,

processing and

packing of

liquid and

frozen egg

products and

other non-egg

costs. Farm production

costs are

those costs

incurred at

the egg production

facility,

including feed,

facility (including

labor), hen

amortization and

other related

farm production costs.

The following table presents the key variables affecting our cost of

sales (in thousands,

except cost per dozen data):

Fiscal Year

Ended

June 1, 2024

June 3, 2023

% Change

Cost of Sales:

Farm production

987,861

1,118,741

(11.7)

Processing, packaging, and warehouse

335,949

342,836

(2.0)

Egg purchases and other (including change in inventory)

380,200

379,777

0.1

Total shell eggs

1,704,010

1,841,354

(7.5)

Egg products

80,862

108,406

(25.4)

Total

1,784,872

1,949,760

(8.5)

Farm production costs (per dozen produced)

Feed

0.550

0.676

(18.6)

Other

0.433

0.396

9.3

Total

0.983

1.072

(8.3)

Outside egg purchases (average cost per dozen)

2.16

3.02

(28.5)

Dozens produced

1,018,835

1,058,540

(3.8)

Percent produced to sold

88.8%

92.3%

(3.8)

Farm Production

Feed costs

per dozen

produced decreased

18.6% in

fiscal 2024

compared to

fiscal 2023,

primarily

due to

lower feed

ingredient prices.

Basis levels

for corn

and soybean

meal were

lower in

our areas

of operation

compared to

our prior

fiscal year.

For fiscal 2024, the average daily CBOT market price was $4.76 per bushel for corn and $390 per ton of soybean meal,

representing decreases of 27.6% and

13.4%, respectively, as compared to the average

daily CBOT prices for

fiscal 2023.

Other farm production costs increased

due to higher flock amortization

and increased

facility costs. Flock amortization

increased primarily due

to the increased

capitalized value of

our flocks. This

is primarily due

to the higher

feeds costs

in earlier periods incurred during the growing phase of the flocks.

Facility

costs

increased

due

primarily

increased

contract

labor

response

labor

shortages

well

higher

depreciation expense primarily due to the completion of several large

construction projects during fiscal 2024.

Current

indications

for

corn

project

overall

better

stocks-to-use

ratio

implying

potentially

lower

prices

the

near

term;

however, as long

as outside factors remain uncertain

(including weather patterns and

global supply chain disruptions), volatility

could remain.

Processing, packaging, and warehouse

Processing, packaging,

and warehouse

costs decreased

primarily due

to a

3.5% reduction

in the

volume of

processed

dozens,

partially offset by higher processing costs.

Egg purchases and other (including change in inventory)

Costs in this category remained relatively flat as the average cost per dozen of outside

egg purchases decreased 28.5%

compared to fiscal 2023, offset by an increase of 29.2% in dozens purchased

due to the loss of production primarily

caused by HPAI

outbreaks

at our facilities.

GROSS PROFIT

Gross profit, as

a percentage of

net sales, was

23.3%

for fiscal 2024,

compared to 38.0%

for fiscal 2023.

The decrease resulted

primarily from lower selling prices for conventional eggs,

partially offset by the lower feed ingredients prices.

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

that are

submitted to

Eggland’s

Best, Inc.

to support

the EB

brand, brokerage

and commission

fees, and

other general

marketing

expenses such

payroll

expenses

for

our

in-house

sales

team.

Other

general

and

administrative

expenses

include

corporate

payroll

expenses

and

other

general

corporate

overhead

costs.

The

following

table

presents

analysis

our

SGA

expenses

(in

thousands):

Fiscal Year

Ended

June 1, 2024

June 3, 2023

$ Change

% Change

Delivery expense

72,742

77,548

(4,806)

(6.2)

Marketing expense

52,285

57,198

(4,913)

(8.6)

Litigation loss contingency accrual

19,648

N.M.

Other general and administrative expenses

107,950

97,461

10,489

10.8

Total

252,625

232,207

20,418

8.8

N.M. - Not Meaningful

Delivery expense

The decreased delivery expense is primarily due to a decrease in contract

trucking expense and fuel costs.

Marketing expense

The decrease in marketing expense is primarily due to a decrease in franchise

fees.

Litigation loss contingency accrual

The litigation loss contingency accrual in fiscal 2024 is discussed in

Note 16 – Commitments and Contingencies

of Part

II. Item 8. Notes to Consolidated Financial Statements in this Annual Report.

Other general and administrative expenses

The increase in other general and administrative expenses

is primarily due to an increase of

$5.5 million in the fair value

of the contingent consideration associated with the Fassio asset acquisition, and increased legal costs, partially offset by

a decrease in accrued bonuses compared to the prior year.

GAIN ON INVOLUNTARY

CONVERSIONS

For fiscal 2024 and 2023,

we recorded a gain of $23.5 million and

$3.3 million, respectively,

due to recoveries under indemnity

and insurance programs that exceeded the amortized book value of

the covered assets and our direct costs.

OPERATING

INCOME

As a result of the above, our operating income was $312.5 million for fiscal 2024

compared to $967.7 million for fiscal 2023.

OTHER INCOME (EXPENSE)

Total

other

income

(expense)

consists

items

not

directly

charged

to,

operations

such

interest

income

and

expense, equity

in income or

loss of unconsolidated

entities, and patronage

dividends, among

other items. Patronage

dividends

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

The Company recorded

interest income of $32.3

million in fiscal 2024,

compared to $18.6 million

in fiscal 2023, primarily

due

to significantly

higher cash

and cash

equivalents and

investment securities

available-for-sale balances

and yields.

recorded

interest expense of $549 thousand and $583 thousand

in fiscal 2024 and 2023, respectively, primarily related to commitment fees

on our Credit Facility described below.

INCOME TAXES

For

the

fiscal

year

ended

June

2024,

our

pre-tax

income

was

$360.0

million,

compared

$998.6

million

for

fiscal

2023.

Income tax expense

of $83.7 million

was recorded for

fiscal 2024 with

an effective

tax rate of 23.

2%.

For fiscal 2023,

income

tax expense was $241.8 million with an effective tax rate of 24.2%.

Items causing

our effective

tax rate

to differ

from the

federal statutory

income tax

rate of

21% are

state income

taxes, certain

federal tax

credits and

certain items included

in income or

loss for financial

reporting purposes that

are not included

in taxable

income or

loss for income

tax purposes, including

tax exempt interest

income, certain

nondeductible expenses,

and net income

or loss attributable to noncontrolling interest.

NET LOSS ATTRIBUTABLE

TO NONCONTROLLING INTEREST

Net loss attributable to

noncontrolling interest was $1.6 million

for fiscal 2024 compared

to a $1.3 million

net loss for fiscal

2023.

NET INCOME ATTRIBUTABLE

TO CAL-MAINE FOODS, INC.

As a result of the above, net

income attributable to Cal-Maine Foods, Inc.

for fiscal 2024 was $277.9 million, or $5.70

per basic

and $5.69 per diluted share, compared to $758.0 million, or $15.58

per basic and $15.52 per diluted share for fiscal 2023.

Fiscal Year

Ended June 3, 2023 Compared to Fiscal Year

Ended May 28, 2022

The discussion of our results of operations for the fiscal

year ended June 3, 2023 compared to the fiscal

year ended May 28, 2022

can be found

in Part II. Item

7. Management's Discussion

and Analysis of

Financial Condition and

Results of Operations in

the

Company’s fiscal 2023 Annual Report

on Form 10-K.

LIQUIDITY AND CAPITAL

RESOURCES

We aim to maintain a

strong balance sheet and

liquidity, particularly given the cyclical nature

of our business.

We believe a strong

balance sheet supports our growth opportunities and stockholder returns. Our priorities for the use of cash in recent periods have

included the payment of dividends pursuant to our variable dividend policy, inorganic growth through acquisitions of businesses,

organic

growth

including

construction

and

conversion

cage-free

facilities

and

investment

value-added

products,

and

maintenance capital expenditures.

Working

Capital and Current Ratio

Our working

capital at

June 1,

2024 was

$1.0 billion, compared

to $942.2 million

at June

3, 2023.

The calculation

of working

capital is

defined as

current assets

less current

liabilities. Our current

ratio was

5.5 at

June 1,

2024 compared

to 6.2

at June

2023.

The current ratio is calculated by dividing current assets by current liabilities. The decrease

in our current ratio is primarily

due to the increase in total current liabilities,

which increased by $45.0 million to $227.7 million at

June 1, 2024, due to increases

income

tax

payable

and

accrued

expenses

and

other

liabilities

primarily

resulting

from

the

$19.6

million

litigation

loss

contingency

accrual

recorded in

fiscal 2024

Due to

seasonal factors

described

Part I. Item I. Business – Seasonality

, we

generally

expect

our

need

for

working

capital

highest

the

fourth

and

first

fiscal

quarters

ending

May/June and

August/September, respectively.

Cash Flows from Operating Activities

Net cash provided

by operating activities was

$451.4 million for

fiscal 2024 compared with

$863.0 million for fiscal

2023. The

decrease in cash

flow from operations

resulted primarily from

lower selling prices

for conventional eggs,

partially offset by

the

lower cost of feed ingredients.

Cash Flows from Investing Activities

For

fiscal

2024,

$412.6

million

was

used

investing

activities,

primarily

due

the

purchases

investment

securities,

the

acquisition of the assets

of Fassio Egg Farms,

Inc., and purchases of

property,

plant and equipment compared

to $375.1 million

used in investing activities in the same

period of fiscal 2023. Purchases of investment securities were

573.6 million in fiscal 2024

compared

530.8

million

fiscal

2023.

Sales

and

maturities

investment

securities

were

$358.9

million

fiscal

2024,

compared to $291.8 million for fiscal 2023. Purchases of property,

plant and equipment were $147.1 million and $136.6 million

in fiscal 2024 and 2023, respectively,

primarily reflecting progress on our construction projects.

Cash Flows from Financing Activities

We paid dividends

totaling $91.9 million and $252.3 million in fiscal 2024

and 2023, respectively.

As of June 1, 2024, cash decreased

$54.9 million since June 3, 2023.

Acquisition of ISE America, Inc. Assets

Subsequent to our

fiscal 2024 year-end,

we acquired substantially

all the assets of

ISE America, Inc.

and certain of its

affiliates

related to

their commercial

shell egg

production and

processing facilities.

The purchase

price was

approximately $112

million

and

was

funded

with

available

cash

hand.

For

additional

information,

refer

Part

II.

Item

Notes

the

Consolidated

Financial Statements,

Note 17 – Subsequent Events

Credit Facility

We had no

long-term debt outstanding at the end of fiscal 2024

and 2023. On November 15, 2021, we entered

into an Amended

and Restated Credit Agreement (as amended, the “Credit Agreement”) with a five-year term. The Credit Agreement provides for

a senior

secured revolving

credit facility

(the “Credit

Facility”), in

an initial

aggregate principal

amount of

up to

$250 million.

As of June 1, 2024, no amounts were borrowed under the

Credit Facility. We

have $4.7

million in outstanding standby letters of

credit, which were issued under our Credit Facility for the benefit of certain insurance companies. Refer to Part II. Item 8. Notes

to the Financial Statements,

Note 10 – Credit Facility

for further information regarding our long-term debt.

Material Cash Requirements

Material cash

requirements for

operating activities

primarily consist

of feed

ingredients, processing,

packaging and

warehouse

costs, employee related

costs, and other

general operating expenses,

which we expect

to be paid

from our cash

from operations

and cash and

investment securities on

hand for at

least the next

12 months. While

volatile egg prices

and feed ingredient

costs,

among

other

things,

make

long-term

predictions

difficult,

have

substantial

liquid

assets

and

availability

under

our

Credit

Facility to fund future operating requirements.

Our material cash requirements for capital expenditures consist primarily

of our projects to increase our cage-free production

capacity. We

continue to monitor the increasing demand for cage-free eggs and to engage

with our customers in efforts to help

them achieve their announced timelines for cage-free egg sales. The following

table presents material construction projects

approved as of June 1, 2024 (in thousands):

Project(s) Type

Projected

Completion

Projected Cost

Spent as of

June 1, 2024

Remaining

Projected Cost

Cage-Free Layer & Pullet Houses

Fiscal 2025

86,837

81,757

5,080

Dexter, MO Renovations

Fiscal 2025

10,944

771

10,173

Feed Mill

Fiscal 2026

10,480

3,254

7,226

Solar Project

Fiscal 2026

5,789

475

5,314

Cage-Free Layer & Pullet Houses

Fiscal 2026

135,905

108,035

27,870

249,955

194,292

55,663

As of June 1, 2024, we had $102.2 million of purchase obligations outstanding,

of which $84.6 million are due within one year.

Purchase obligations primarily include contractual agreements to purchase

feed ingredients and commitments to make capital

expenditures. Timing of payments and actual

amounts paid may be different depending on the timing

of the receipt of goods or

services or changes to agreed-upon amounts for some obligations.

believe our

current cash

balances, investments,

projected cash

flows from

operations, and

available borrowings

under our

Credit Facility

will be

sufficient to

fund our

capital needs

for at

least the next

12 months

and to fund

our capital

commitments

currently in place thereafter.

IMPACT OF

RECENTLY

ISSUED ACCOUNTING STANDARDS

For information on changes in accounting

principles and new accounting principles,

see “

New Accounting Pronouncements

and

Policies

” in Part II. Item 8. Notes to Consolidated Financial Statements,

Note 1 - Summary of Significant Accounting Policies

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates

and assumptions

that affect the

reported amounts of

assets and liabilities

at the date

of the financial

statements and the

reported amounts of

revenues

and expenses during the reporting period. Actual results could

differ from these estimates. Critical accounting estimates are

those

estimates made in

accordance with GAAP

that involve a

significant level of estimation

uncertainty and have had

or are reasonably

likely to have a material impact

on the financial condition or results

of operations. Our critical accounting estimates are described

below.

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

the

purchase

price

over

fair

values

identifiable

assets

and

liabilities

recorded

goodwill.

typically

use the

income method

approach for

intangible assets

acquired

in a

business combination.

Significant

judgment

exists in valuing certain intangible assets

and the most significant assumptions requiring judgment involve estimating the

amount

and timing of

future cash flows,

growth rates,

discount rates selected

to measure

the risks inherent

in the future

cash flows and

the asset’s expected useful lives.

The

fair

values

identifiable

assets

and

liabilities

are

generally

determined

internally

and

requires

estimates

and

the

use

various

valuation

techniques.

When a

market

value

is not

readily available,

our internal

valuation

methodology

considers the

remaining estimated

life of

the assets acquired

and significant

judgment is

required as

management determines

the fair

market

value for those assets.

Due

inherent

industry

uncertainties

including

volatile

egg

prices

and

feed

costs,

unanticipated

market

changes,

events,

circumstances may occur that could affect the estimates and assumptions

used, which could result in subsequent impairments.

INVENTORIES

Inventories of eggs, feed,

supplies and flocks

are valued principally

at the lower

of cost (first-in,

first-out method) or

net realizable

value. If

market

prices

for

eggs and

feed

grains

move

substantially

lower,

record

adjustments

write

down

the

carrying

values of eggs

and feed inventories

to fair market

value. The cost

associated with flock inventories,

consisting principally of chick

purchases

hatching

costs,

feed,

labor,

contractor

payments

and

overhead

costs,

are

accumulated

during

the

hatching

and

growing periods of approximately 22 weeks. Capitalized flock

costs are then amortized over the

flock’s productive life, generally

one to

two years. Judgment

exists in determining

the flock’s

productive life

including factors

such as

laying rate

and egg

size,

molt cycles, and customer demand. Furthermore, other factors such as hen type or weather conditions could affect the productive

life. These

factors could

make our

estimates of

productive life

differ

from actual

results. Flock

mortality is

charged

to cost

sales

incurred. High

mortality

from

disease

extreme

temperatures

will

result

abnormal

write-downs

flock

inventories. Management

continually

monitors

each

flock

and

attempts

take

appropriate

actions

minimize

the

risk

mortality loss.

GOODWILL

result

acquiring

businesses,

the

Company

has

$45.8

million

goodwill

June

2024.

Goodwill

evaluated

for

impairment

annually

first

performing

qualitative

assessment

determine

whether

quantitative

goodwill

test

necessary. After

assessing the totality of events or

circumstances, if we determine it

is more likely than not that

the fair value of

a reporting unit is less than its carrying

amount, then we perform additional quantitative tests to

determine the magnitude of any

impairment.

The

Company

has

determined

that

all

our

locations

similar

economic

characteristics

and

support

each

other

the

production of eggs and customer support. Therefore, we aggregate all our locations as a single reporting unit for testing goodwill

for

impairment.

When

the

Company

acquires

new

location,

determine

whether

should

integrated

into

our

single

reporting unit or

treated as a

separate reporting unit. Historically, we

have concluded that

acquired operations should be

integrated

into our single reporting unit due to the operational changes, redistribution of customers, and significant changes in management

that occur when we acquire businesses, which result in the acquired operations sharing

similar economic characteristics with the

rest of our locations. Once goodwill associated with acquired operations becomes part of goodwill of our single reporting unit, it

no longer represents the particular

acquired operations that gave rise to the

goodwill. We

may conclude that a business acquired

in the future should be treated as a separate reporting unit, in which case it would be tested separately

for goodwill impairment.

At June 1, 2024, goodwill represented 2.1% of total assets and 2.5% of stockholders’

equity.

Judgment exists in management’s evaluation

of the qualitative factors which include macroeconomic conditions, the current egg

industry environment, cost inputs such as

feed ingredients and overall financial performance. Furthermore, judgment

exists in the

evaluation

of the

threshold of

whether it

is more

likely than

not that

the fair

value of

a reporting

unit is

less than

its carrying

amount. Uncertainty exists due to uncontrollable events that could occur

that could negatively affect our operating conditions.

Goodwill

evaluated

for

impairment

least

annually

or more

frequently

impairment

indicators

arise.

During

our

annual

impairment test

which is

the first day

of the fourth

quarter, we

determined that

goodwill passed

the qualitative

assessment and

therefore no quantitative analysis of goodwill impairment was necessary in fiscal 2024.

REVENUE RECOGNITION

Revenue

recognition

completed

upon

satisfaction

the

performance

obligation

which

generally

occurs

upon

shipment

delivery to a customer based on terms of the sale.

Revenues

are

recognized

amount

that

reflects

the

net

consideration

expect

receive

exchange

for

delivery

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

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.

As the

estimates noted

above are

based on

historical information,

we do

not believe

that there

will be

a material

change in

the

estimates and assumptions used

to recognize revenue. However,

if actual results varied significantly

from our estimates it could

expose us to material gains or losses.

LOSS CONTINGENCIES

The Company evaluates

whether a loss contingency

exists, and if the

assessment of a contingency

indicates it is probable

that a

material loss has

been incurred and

the amount of

the loss can

be reasonably estimated,

the estimated loss

would be accrued

the Company’s financial statements.

The Company expenses the costs of litigation as they are incurred.

Except for

the $19.6

million litigation

loss contingency

accrual in

fiscal 2024,

there were

no loss

contingency accruals

for the

past three fiscal years. Our

evaluation of whether loss contingencies

exist primarily relates to litigation

matters. The outcome of

litigation is

uncertain due

to, among

other things,

uncertainties regarding

the facts

will be

established during

the proceedings,

uncertainties regarding

how the

law will

be applied

to the

facts established,

and uncertainties

regarding the

calculation of

any

potential damages

or the

costs of

any potential

injunctive relief.

If the

facts discovered

or the

Company’s

assumptions change,

future

accruals

for

loss

contingencies

may

required.

Results

operations

may

materially

affected

losses

loss

contingency accrual resulting from adverse legal proceedings.

INCOME TAXES

determine our

effective tax

rate by estimating

our permanent differences

resulting from differing

treatment of items

for tax

and accounting purposes. Judgment and uncertainty exist with management’s application of tax regulations

and evaluation of the

more-likely-than-not recognition and measurement thresholds. We

are periodically audited by taxing authorities. An adverse tax

settlement could have a negative impact on our effective tax rate

and our results of operations.

ITEM 7A.

QUANTITATIVE

AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISKS

COMMODITY PRICE RISK

Our primary exposure to market risk arises from changes

in the prices of conventional eggs,

which are subject to significant price

fluctuations that are largely

beyond our control. We

are focused on growing our

specialty shell egg business

because the selling

prices

specialty

shell

eggs are

generally

not

volatile

as conventional

shell

egg

prices. Our

exposure

market

risk

also

includes changes in

the prices of corn

and soybean meal,

which are commodities

subject to significant

price fluctuations due

market conditions

that are

largely beyond

our control.

ensure continued

availability of

feed ingredients,

we may

enter into

contracts for future

purchases of corn

and soybean meal,

and as part of

these contracts, we

may lock-in the

basis portion of

our

grain purchases several months in

advance and commit to purchase

organic ingredients to help

assure supply.

Ordinarily, we

not enter

long-term contracts

beyond a

year to

purchase corn

and soybean

meal or

hedge against

increases in

the price

of corn

and soybean meal.

The following table

outlines the impact

of price changes

for corn and

soybean meal on

feed costs per dozen

as feed ingredient pricing varies:

Change in price per bushel of corn

(0.84)

(0.56)

(0.28)

0.00

0.28

0.56

0.84

Change

in price

per ton

soybean

meal

(76.50)

0.49

0.50

0.51

0.52

0.53

0.54

0.55

(51.00)

0.50

0.51

0.52

0.53

0.54

0.55

0.56

(25.50)

0.51

0.52

0.53

0.54

0.55

0.56

0.57

0.00

0.52

0.53

0.54

0.55

(a)

0.56

0.57

0.58

25.50

0.53

0.54

0.55

0.56

0.57

0.58

0.59

51.00

0.54

0.55

0.56

0.57

0.58

0.59

0.60

76.50

0.55

0.56

0.57

0.58

0.59

0.60

0.61

(a)

Based on 2024

actual costs, table flexes feed cost inputs to show $0.01 impacts to per dozen egg feed production

costs.

INTEREST RATE

RISK

have

$250 million

Credit

Facility,

borrowings

under

which

would

bear

interest

variable

rates.

amounts

were

outstanding under that facility during fiscal 2024 or fiscal 2023. Under our current policies, we do not use interest rate derivative

instruments to manage our exposure to interest rate changes.

FIXED INCOME SECURITIES RISK

At June 1,

2024, the effective

maturity of our

cash equivalents and

investment securities available

for sale was

8.5 months, and

the composite

credit rating

of the holdings

are A+ /

A1 / A+

(S&P / Moody’s

/ Fitch).

Generally speaking,

rising interest rates

decrease the value of

fixed income securities portfolios. As

of June 1,

2024, the estimated fair

value of our fixed

income securities

portfolio

was

approximately

$574.5

million

and

reflected

unrealized

losses

approximately

$1.2

million.

For

additional

information see

Note 1 – Summary of Significant Accounting Policies

under the heading

“Investment Securities

Available-for-

Sale” and

Note 3 – Investment Securities Available -for-Sale

in Part II. Item 8. Notes to the Consolidated Financial Statements.

CONCENTRATION

OF CREDIT RISK

Our financial instruments exposed to concentrations of credit risk consist primarily of trade receivables. Concentrations of credit

risk with

respect to

receivables are

limited due

to our

large number

of customers

and their

dispersion across

geographic areas,

except that

at June

1, 2024

and June

3, 2023,

26.8% and

30.1%, respectively,

of our

net accounts

receivable balance

was due

from

Walmart

Inc.

(including

Sam’s

Club).

other

single

customer

group

represented

10%

greater

net

accounts receivable at June 1, 2024 and June 3, 2023.

ITEM 8.

FINANCIAL STATEMENTS

AND SUPPLEMENTARY

DATA

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Cal-Maine Foods, Inc. and Subsidiaries

Ridgeland, Mississippi

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Cal-Maine Foods, Inc. and Subsidiaries as of June 1,

2024

and June

3, 2023,

the related

consolidated

statements of

income, comprehensive

income, stockholders’

equity,

and cash

flows for each

of the three

years in the

period ended June

1, 2024, and

the related consolidated

notes and schedule

listed in the

Index

Items

15(a)(1)

and

15(a)(2)

(collectively

referred

the

“consolidated

financial

statements”).

our

opinion,

the

consolidated

financial

statements

present

fairly,

all

material

respects,

the

financial

position

Cal-Maine

Foods,

Inc.

and

Subsidiaries as

of June

1, 2024

and June

3, 2023,

and the

results of

their operations

and their

cash flows

for each

of the

three

years

the

period

ended

June

2024,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

also have

audited, in

accordance with

the standards

of the

Public Company

Accounting Oversight

Board (United

States) (“PCAOB”),

the Cal-Maine

Foods,

Inc.

and Subsidiaries’

internal

control over

financial

reporting

as of

June 1,

2024,

based

the

criteria

established

2013

Internal

Control

–

Integrated

Framework

issued

the

Committee

Sponsoring

Organizations of the Treadway

Commission and our report dated July 23, 2024 expressed an unqualified

opinion.

Basis for Opinion

These

consolidated

financial

statements

are

the

responsibility

the

entities’

management.

Our

responsibility

express an

opinion on

these consolidated

financial statements

based on

our audits.

are a

public accounting

firm registered

with the PCAOB and

are required to be

independent with respect to

Cal-Maine Foods, Inc.

and Subsidiaries in accordance

with

the

U.S.

federal

securities

laws and

the

applicable

rules

and

regulations

of the

Securities and

Exchange

Commission

and

the

PCAOB.

conducted

our audits

in accordance

with the

standards of

the PCAOB.

Those

standards require

that we

plan and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

consolidated

financial

statements

are

free

material

misstatement,

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement of the

consolidated financial statements,

whether due to error

or fraud, and performing

procedures that respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

consolidated financial

statements. Our

audits also

included evaluating

the accounting

principles used

and significant

estimates

made

by management,

as well

as evaluating

the overall

presentation

of the

consolidated financial

statements. We

believe

our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The

critical

audit

matter

communicated

below

matter

arising

from

the

current

period

audit

the

consolidated

financial

statements

that

were

communicated

required

communicated

the

Audit

Committee

and

that:

(1)

relate

accounts

or disclosures

that are

material

to the

consolidated

financial

statements and

(2) involved

our especially

challenging,

subjective, or

complex judgments. The

communication of

the critical audit

matter does

not alter in

any way

our opinion on

the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,

providing

a separate opinion on the critical audit matter or on the accounts or disclosures to

which it relates.

Contingent Liabilities – Litigation and Claims – Refer to Note 16 in the Consolidated

Financial Statements

Critical Audit Matter Description

Cal-Maine Foods, Inc. and Subsidiaries record liabilities for legal proceedings and claims in those instances where they

can reasonably estimate the amount of the loss and when the liability is probable.

Where the reasonable estimate of the probable

loss is a range, Cal-Maine

Foods, Inc. and Subsidiaries record

the most likely estimate of

the loss, or the low end of

the range if

there is no one best estimate.

Cal-Maine Foods, Inc. and Subsidiaries either disclose the

amount of a possible loss

or range of loss

excess

established

accruals

estimable,

states

that

such

estimate

cannot

made.

Cal-Maine

Foods,

Inc.

and

Subsidiaries disclose significant

legal proceedings and

claims even where

liability is not

probable or the

amount of the

liability

is not

estimable, or

both, if

Cal-Maine Foods,

Inc. and

Subsidiaries believe

there is

at least

a reasonable

possibility that

a loss

may be incurred.

We identified litigation and claims as a critical

audit matter because of the challenges

auditing management’s judgments

applied

determining

the

likelihood

loss

the

resolution

such

claims.

Specifically,

auditing

management’s

determination of

whether any

contingent loss

arising from

the related

litigation and

claims is

probable, reasonably

possible, or

remote, and the related disclosures, is subjective and requires significant judgment

due to the sensitivity of the issue.

How the Critical Audit Matter was addressed during

the Audit

Addressing the

matter involved

performing procedures

and evaluating

audit evidence

in connection

with forming

our

overall

opinion

the

consolidated

financial

statements.

These

procedures

included

testing

the

effectiveness

the

controls

relating to the

Cal-Maine Foods, Inc.

and Subsidiaries’ evaluation

of the

liability related

to legal

proceedings and claims,

including

controls over determining the likelihood

of a loss

and whether the amount

of loss can be

reasonably estimated, as well

as financial

statement disclosures over the legal proceedings and claims.

These procedures also included obtaining and evaluating

the letters

of audit inquiry with external

legal counsel, evaluating the reasonableness of

Cal-Maine Foods, Inc. and Subsidiaries’ assessment

regarding

whether

unfavorable

outcome

reasonably

possible

probable,

and

reasonably

estimable,

evaluating

the

sufficiency

of Cal-Maine

Foods, Inc.

and Subsidiaries’

disclosures

to legal

proceedings and

claims and

evaluating

the

completeness and accuracy of Cal-Maine Foods, Inc. and Subsidiaries’ legal

contingencies.

/s/ Frost, PLLC

We have served

as the Company’s auditor since 2007.

Little Rock, Arkansas

July 23, 2024

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except for par value amounts)

June 1, 2024

June 3, 2023

Assets

Current assets:

Cash and cash equivalents

237,878

292,824

Investment securities available-for-sale

574,499

355,090

Receivables:

Trade receivables, net

138,550

110,980

Income tax receivable

10,459

66,966

Other

13,433

9,267

Total receivables,

net

162,442

187,213

Inventories, net

261,782

284,418

Prepaid expenses and other current assets

5,238

5,380

Total current

assets

1,241,839

1,124,925

Property, plant &

equipment, net

857,234

744,540

Investments in unconsolidated entities

11,195

14,449

Goodwill

45,776

44,006

Intangible assets, net

15,996

15,897

Other long-term assets

12,721

10,708

Total assets

2,184,761

1,954,525

Liabilities and stockholders’ equity

Current liabilities:

Trade accounts payable

75,862

82,590

Dividends payable

37,760

37,130

Accrued wages and benefits

32,971

38,733

Income tax payable

43,348

8,288

Accrued expenses and other liabilities

37,802

15,990

Total current

liabilities

227,743

182,731

Other noncurrent liabilities

17,109

9,999

Deferred income taxes

142,866

152,212

Total liabilities

387,718

344,942

Commitments and contingencies - see

Note 16

—

Stockholders’ equity:

Common stock ($

0.01

par value):

Common stock – authorized

120,000

shares, issued

70,261

703

Class A convertible common stock – authorized and issued

4,800

Paid-in capital

76,371

72,112

Retained earnings

1,756,395

1,571,112

Accumulated other comprehensive loss, net of tax

(1,773)

(2,886)

Common stock in treasury,

at cost –

26,022

and

26,077

shares in 2024 and 2023,

respectively

(31,597)

(30,008)

Total Cal-Maine Foods,

Inc. stockholders’ equity

1,800,147

1,611,081

Noncontrolling interest in consolidated equity

(3,104)

(1,498)

Total stockholders’

equity

1,797,043

1,609,583

Total liabilities and stockholders’

equity

2,184,761

1,954,525

See Notes to Consolidated Financial Statements.

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Income

(in thousands, except per share amounts)

Fiscal years ended

June 1, 2024

June 3, 2023

May 28, 2022

52 weeks

53 weeks

52 weeks

Net sales

2,326,443

3,146,217

1,777,159

Cost of sales

1,784,872

1,949,760

1,440,100

Gross profit

541,571

1,196,457

337,059

Selling, general and administrative

252,625

232,207

198,631

Gain on involuntary conversions

(23,532)

(3,345)

(5,492)

(Gain) loss on disposal of fixed assets

(131)

383

Operating income

312,452

967,726

143,537

Other income (expense):

Interest expense

(549)

(583)

(403)

Interest income

32,275

18,553

988

Patronage dividends

11,331

10,239

10,130

Equity in income of unconsolidated entities

1,420

746

1,943

Other, net

3,042

1,869

9,820

Total other income

47,519

30,824

22,478

Income before income taxes

359,971

998,550

166,015

Income tax expense

83,689

241,818

33,574

Net income

276,282

756,732

132,441

Less:

Net loss attributable to noncontrolling interest

(1,606)

(1,292)

(209)

Net income attributable to Cal-Maine Foods, Inc.

277,888

758,024

132,650

Net income per share attributable to Cal-Maine Foods, Inc.:

Basic

5.70

15.58

2.73

Diluted

5.69

15.52

2.72

Weighted average

shares outstanding:

Basic

48,717

48,648

48,581

Diluted

48,873

48,834

48,734

See Notes to Consolidated Financial Statements.

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of

Comprehensive Income

(in thousands)

Fiscal years ended

June 1, 2024

June 3, 2023

May 28, 2022

Net income

276,282

756,732

132,441

Other comprehensive income (loss), before tax:

Unrealized holding gain (loss) available-for-sale securities, net of

reclassification adjustments

1,271

(1,714)

(1,398)

(Increase) decrease in accumulated post-retirement benefits obligation,

net of

reclassification adjustments

167

(27)

(9)

Other comprehensive income (loss), before tax

1,438

(1,741)

(1,407)

Income tax expense (benefit) related to items of other comprehensive income

(loss)

325

(451)

(369)

Other comprehensive income (loss), net of tax

1,113

(1,290)

(1,038)

Comprehensive income

277,395

755,442

131,403

Less: comprehensive loss attributable to the noncontrolling interest

(1,606)

(1,292)

(209)

Comprehensive income attributable to Cal-Maine Foods, Inc.

279,001

756,734

131,612

See Notes to Consolidated Financial Statements.

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity

(in thousands)

Accum.

Other

Common Stock

Comp.

Amount

Class A

Amount

Treasury

Amount

Paid In

Capital

Retained

Earnings

Income

(loss)

Noncontrolling

Interest

Total

Balance at May 29, 2021

70,261

703

4,800

26,202

(27,433)

64,044

975,977

(558)

—

1,012,781

Stock compensation plan transactions

—

(81)

(1,014)

3,945

—

2,931

Dividends ($

0.874

per share)

Common

—

(38,578)

—

(38,578)

Class A common

—

(4,195)

—

(4,195)

Contributions

—

Net income (loss)

—

132,650

—

(209)

132,441

Other comprehensive loss, net of tax

—

(1,038)

—

(1,038)

Balance at May 28, 2022

70,261

703

4,800

—

26,121

(28,447)

67,989

1,065,854

(1,596)

(206)

1,104,345

Stock compensation plan transactions

—

(44)

(1,561)

4,123

—

2,562

Dividends ($

5.161

per share)

Common

—

(227,993)

—

(227,993)

Class A common

—

(24,773)

—

(24,773)

Net income (loss)

—

758,024

—

(1,292)

756,732

Other comprehensive loss, net of tax

—

(1,290)

Balance at June 3, 2023

70,261

703

4,800

26,077

(30,008)

72,112

1,571,112

(2,886)

(1,498)

1,609,583

Stock compensation plan transactions

—

(55)

(1,589)

4,259

—

2,670

Dividends ($

1.889

per share)

Common

—

(83,565)

—

(83,565)

Class A common

—

(9,040)

—

(9,040)

Net income (loss)

—

277,888

—

(1,606)

276,282

Other comprehensive income, net of tax

—

1,113

—

1,113

Balance at June 1, 2024

70,261

703

4,800

26,022

(31,597)

76,371

1,756,395

(1,773)

(3,104)

1,797,043

See Notes to Consolidated Financial Statements.

Cal-Maine Foods, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

Fiscal year ended

June 1, 2024

June 3, 2023

May 28, 2022

Cash flows from operating activities:

Net income

276,282

756,732

132,441

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation and amortization

80,241

72,234

68,395

Deferred income taxes

(9,672)

24,467

5,676

Stock compensation expense, net of amounts paid

4,358

4,205

4,063

Loss on change in fair value contingent consideration

5,500

—

Other operating activities, net

(6,908)

(1,491)

(9,099)

Change in operating assets and liabilities, net of effects from acquisitions:

Increase (decrease) in trade receivables

(27,570)

58,129

(88,063)

Increase (decrease) in inventories

28,800

(21,102)

(36,152)

Increase (decrease) in income taxes payable/receivable

91,567

(42,218)

26,056

Increase in accounts payable and current accrued expenses

9,353

14,944

29,993

Decrease in other operating assets and liabilities

(553)

(2,890)

(7,101)

Net cash provided by operating activities

451,398

863,010

126,209

Cash flows from investing activities:

Purchases of investments

(573,565)

(530,781)

(98,243)

Sales of investments

358,932

291,832

92,703

Acquisition of business, net of cash acquired

(53,746)

—

(44,823)

Investment in unconsolidated entities

(363)

(1,673)

(3,000)

Distributions from unconsolidated entities

3,000

1,500

400

Purchases of property,

plant and equipment

(147,116)

(136,569)

(72,399)

Net proceeds from insurance settlement - property,

plant and equipment

—

7,655

Net proceeds from disposal of property,

plant and equipment

272

580

686

Net cash used in investing activities

(412,586)

(375,111)

(117,021)

Cash flows from financing activities:

Principal payments on finance lease

(214)

(224)

(215)

Purchase of common stock by treasury

(1,688)

(1,643)

(1,127)

Payments of dividends

(91,856)

(252,292)

(6,117)

Contributions

—

Net cash used in financing activities

(93,758)

(254,159)

(7,456)

Increase (decrease) in cash and cash equivalents

(54,946)

233,740

1,732

Cash and cash equivalents at beginning of year

292,824

59,084

57,352

Cash and cash equivalents at end of year

237,878

292,824

59,084

Supplemental information:

Income taxes paid

35,101

258,247

1,747

See Notes to Consolidated Financial Statements.

Cal-Maine Foods, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Nature of Operations

Cal-Maine

Foods,

Inc.

(“we,”

“us,”

“our,”

the

“Company”)

primarily

engaged

the

production,

grading,

packaging,

marketing and distribution

of fresh shell eggs,

including conventional, cage-free,

organic, brown, free

-range, pasture-raised and

nutritionally-enhanced

eggs.

The

Company,

which

headquartered

Ridgeland,

Mississippi,

the

largest

producer

and

distributor of fresh shell eggs in the United States and sells most of its shell eggs throughout

the majority of the United States.

Principles of Consolidation

The consolidated financial statements include

the accounts of all wholly-owned

subsidiaries and of majority-owned subsidiaries

over which we exercise control. All significant intercompany transactions and

accounts have been eliminated in consolidation.

Fiscal Year

The

Company’s

fiscal

year-end

the

Saturday

closest

May 31.

The

fiscal

years

ending

June

2024

and

May

28,

2022 included

weeks and the fiscal year ended June 3, 2023 included

weeks.

Use of Estimates

The preparation of the consolidated financial statements in conformity

with generally accepted accounting principles (“GAAP”)

in the United States of America requires management to make

estimates and assumptions that affect the amounts

reported in the

consolidated financial statements and accompanying notes. Actual results could

differ from those estimates.

Cash Equivalents

The

Company

considers

all

highly

liquid

investments

with

maturity

three

months

less

when

purchased

cash

equivalents.

maintain

bank

accounts

that

are

insured

the

Federal

Deposit

Insurance

Corporation

250,000

. The

Company

routinely

maintains

cash

balances

with

certain

financial

institutions

excess

federally

insured

amounts.

The

Company has not experienced any loss in such accounts. The Company manages this risk through maintaining cash deposits and

other highly liquid investments in high quality financial institutions.

primarily utilize a

cash management system

with a series of

separate accounts consisting

of lockbox accounts

for receiving

cash, concentration

accounts to which

funds are moved,

and zero-balance disbursement

accounts for funding

accounts payable.

Checks issued,

but not

presented to

the banks

for payment,

may result

in negative

book cash

balances,

which are

included in

accounts payable.

Investment Securities Available-for-Sale

The Company

has determined

that its

debt securities

are available-for-sale

investments. We

classify these

securities as

current

because the amounts invested are available for current operations. Available

-for-sale securities are carried at fair value, based on

quoted market prices as of the balance sheet date, with unrealized gains and losses recorded in other comprehensive income. The

amortized cost of debt securities is adjusted for amortization

of premiums and accretion of discounts to maturity and

is recorded

in interest income. The Company regularly evaluates changes to the rating of

its debt securities by credit agencies and economic

conditions

to assess

and

record any

expected

credit losses

through

allowance for

credit losses,

limited to

the amount

that fair

value was less than the amortized cost basis.

The cost

basis for

realized gains

and losses

on available-for-sale

securities is

determined by

the specific

identification method.

Gains and losses are recognized in other income (expenses) as Other,

net in the Company’s Consolidated

Statements of Income.

Interest and dividends on securities classified as available-for-sale

are recorded in interest income.

Trade Receivables

Trade receivables are stated at their carrying

values, which include a reserve for credit losses. At June 1, 2024

and June 3, 2023,

reserves for credit losses were $

490

thousand and $

579

thousand, respectively.

The Company extends credit to customers

based

on an

evaluation of

each customer’s

financial condition

and credit

history.

Collateral is

generally

not required.

The Company

minimizes exposure to

counter party credit

risk through credit analysis

and approvals, credit

limits, and monitoring

procedures.

In determining our

reserve for

credit losses, receivables

are assigned an

expected loss based

on historical loss

information adjusted

needed

for

economic

and

other

forward-looking

factors.

June

2024

and

June

2023,

one

customer

accounted

for

approximately

26.8

% and

30.1

% of the Company’s trade accounts receivable,

respectively.

Inventories

Inventories of eggs, feed,

supplies and flocks

are valued principally

at the lower

of cost (first-in,

first-out method) or

net realizable

value.

The

cost

associated

with

flocks,

consisting

principally

chicks,

feed,

labor,

contractor

payments

and

overhead

costs,

are

accumulated during a growing period

of approximately

weeks. Flock costs are amortized

to cost of sales over

the productive

lives of the flocks, generally

one

two years

. As the amortization period of the flocks is relatively short, disclosure of the gross

cost and accumulated amortization is omitted. Flock mortality is charged

to cost of sales as incurred.

Property,

Plant and Equipment

Property,

plant and equipment

are stated at

cost. Depreciation is

provided by the

straight-line method over

the estimated useful

lives, which

are

years for

buildings and

improvements

and

years for

machinery and

equipment. Repairs

and

maintenance are expensed as incurred.

Expenditures that increase the

value or productive capacity of

assets are capitalized. When

property,

plant, and

equipment are

retired, sold,

or otherwise

disposed of,

the asset’s

carrying amount

and related

accumulated

depreciation are

removed from

the accounts

and any

gain or

loss is

included in

operations. When

certain events

or changes

operating conditions occur, asset lives may be adjusted and an impairment assessment may be performed on the recoverability of

the carrying amounts.

Investments in Unconsolidated Entities

The equity method

of accounting is used

when the Company can

exert significant influence

over an entity,

but does not control

its financial

and

operating

decisions.

Under

the

equity

method,

original

investments

are recorded

cost

and

adjusted

the

Company’s share of undistributed earnings

or losses of

these entities. Equity

investments without readily

determinable fair values,

when

the

Company

does

not

have

the

ability

exercise

significant

influence

over

the

investee,

are

recorded

cost,

less

impairment, plus or minus observable price changes.

Membership in cooperatives are recorded at cost, plus or minus any

allocated equities and retains.

Goodwill

represents

the

excess

the

purchase

price

over

the

fair

value

the

identifiable

net

assets

acquired.

Goodwill

evaluated

for

impairment

least annually

or more

frequently

impairment

indicators

arise

first

performing

a qualitative

assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances,

if we determine it is

more likely than not

that the fair value of

a reporting unit is less

than its carrying amount,

then we perform

additional quantitative tests to determine the magnitude of any impairment.

Intangible Assets

Intangible assets are

initially recorded at

fair value

in business

acquisitions, which include

franchise rights, customer

relationships,

non-compete agreements, trademarks and right of use intangibles. They are amortized over their estimated useful lives of

years. The

gross

cost

and

accumulated

amortization

intangible

assets

are

removed

when

the

recorded

amounts

are

fully

amortized and

the asset is

no longer

in use or

the contract

has expired. When

certain events or

changes in

operating conditions

occur, asset lives may

be adjusted and an

impairment assessment may be

performed on the recoverability

of the carrying amounts.

Indefinite life assets are recorded at fair value in business acquisitions and

represent water rights. They are not amortized, but

are reviewed for impairment at least annually or more frequently if

impairment indicators arise.

Accrued Self Insurance

We use a combination of insurance

and self-insurance mechanisms to provide coverage for the potential liabilities for health and

welfare,

workers’

compensation,

auto

liability

and

general

liability

risks.

Liabilities

associated

with

our

risks

retained

are

estimated, in part, by considering claims experience, demographic factors,

severity factors and other actuarial assumptions.

Dividend Payable

accrue dividends at

the end of

each quarter according

to the Company’s

dividend policy adopted

by its Board

of Directors.

The Company

pays a dividend

to shareholders

of its Common

Stock and

Class A Common

Stock on

a quarterly basis

for each

quarter for which the Company reports net income attributable to Cal-Maine

Foods, Inc. computed in accordance with GAAP in

an amount

equal to

one-third (1/3)

of such

quarterly income.

Dividends

are paid

to shareholders

of record

as of

the 60th

day

following the last day of such quarter, except for the fourth fiscal quarter.

For the fourth quarter, the Company pays dividends to

shareholders of

record on

the 65th

day after

the quarter

end. Dividends

are payable

on the

15th day

following the

record date.

Following a quarter for which the Company does not report net income

attributable to Cal-Maine Foods, Inc., the Company will

not pay a dividend

for a subsequent profitable

quarter until the Company

is profitable on a cumulative

basis computed from the

date of the most recent quarter

for which a dividend was paid.

The dividend policy is subject to

periodic review by the Board of

Directors.

Treasury Stock

Treasury

stock purchases

are accounted

for under

the cost

method whereby

the entire

cost of

the acquired

stock is

recorded as

treasury

stock. The

grant

restricted

stock

through

the

Company’s

share-based

compensation

plans

funded

through

the

issuance of

treasury stock. Gains

and losses

on the

subsequent reissuance

of shares

in accordance

with the

Company’s

share-

based compensation plans are credited or charged to paid-in

capital in excess of par value using the average-cost method.

Revenue Recognition

The

Company

recognizes

revenue

through

sale of

its products

customers

through

retail, foodservice

and

other

distribution

channels.

The

majority

the

Company’s

revenue

derived

from

agreements

contracts

with

customers

based

upon

the

customer

ordering

its

products

with

single

performance

obligation

delivering

the

product.

The

Company

believes

the

performance

obligation

met

upon

delivery

and

acceptance

the

product

our

customers,

which

generally

occurs

upon

shipment or delivery to a customer

based on terms of the

sale. Costs paid to third

party brokers to obtain agreements are

expensed

as the Company’s agreements are

generally less than one year.

Revenues are

recognized in

an amount

that reflects

the net

consideration we

expect to

receive in

exchange for

delivery of

the

products. The Company periodically offers sales incentives or other programs such as rebates,

discounts, coupons, volume-based

incentives, guaranteed

sales and

other programs.

The Company

records an

estimated allowance

for costs

associated with

these

programs, which

is recorded as

a reduction in

revenue at the

time of sale

using historical trends

and projected redemption

rates

each

program.

The

Company

regularly

reviews these

estimates

and

any

difference

between

the

estimated

costs and

actual

realization of these programs would be recognized the subsequent period.

Shipping and Distribution

Costs

deliver

product

customers

are

included

selling,

general

and

administrative

expenses

the

accompanying

Consolidated Statements

of Income

and totaled

72.7

million, $

77.5

million, and

62.7

million in

fiscal years

2024, 2023,

and

2022, respectively.

Income Taxes

Income

taxes

are

accounted

for

using

the

liability

method.

Deferred

income

taxes

reflect

the

net

tax

effects

temporary

differences

between

the

carrying

amounts

assets

and

liabilities

for

financial

reporting

purposes

and

the

amounts

used

for

income tax purposes. The

Company’s policy with respect

to evaluating

uncertain tax

positions is

based upon whether

management

believes it

is more

likely than

not the

uncertain

tax positions

will be

sustained upon

review by

the taxing

authorities. The

tax

positions must meet the more-likely-than-not

recognition threshold with consideration

given to the amounts and

probabilities of

the outcomes

that could

be realized

upon settlement

using the

facts, circumstances

and information

at the

reporting date.

The

Company

will reflect

only

the portion

of the

tax benefit

that will

sustained

upon resolution

of the

position

and

applicable

interest on the portion of the tax benefit not recognized. The Company initially and subsequently measures the largest amount

tax benefit

that is

greater than

50% likely

to be

realized upon

settlement with

a taxing

authority that

has full

knowledge of

all

relevant

information. The

Company

records

interest

and

penalties on

uncertain

tax

positions

component

income

tax

expense. Based

upon management’s

assessment, there

are no uncertain

tax positions expected

to have a

material impact on

the

Company’s consolidated

financial statements.

Stock Based Compensation

The

Company

recognizes

all

share-based

payments

employees

and

directors,

including

grants

employee

stock

options,

restricted stock and performance-based shares, in the Consolidated Statements

of Income based on their fair values. The benefits

tax

deductions

excess

recognized

compensation

cost

are

reported

financing

cash

flow. See

Note 14 – Stock

Compensation Plans

for more information.

Business Combinations

The Company applies the acquisition

method of accounting, which

requires that once control is obtained,

all the assets acquired

and liabilities assumed,

including amounts

attributable to noncontrolling

interests, are recorded

at their respective

fair values at

the date of acquisition. We

determine the fair values of identifiable assets and liabilities

internally,

which requires estimates and

the

use

various

valuation

techniques.

When

market

value

not

readily

available,

our

internal

valuation

methodology

considers the remaining estimated life of the assets acquired and

what management believes is the market value for those assets.

typically use the income

method approach for

intangible assets acquired in

a business combination. Significant

estimates in

valuing certain intangible assets include, but

are not limited to,

the amount and timing of

future cash flows, growth rates,

discount

rates and useful

lives. The excess

of the purchase

price over fair

values of identifiable

assets and liabilities

is recorded as

goodwill.

Gain on Involuntary Conversions

The Company

maintains insurance

for both

property damage

and business

interruption relating

to catastrophic

events, such

fires, hurricanes,

tornadoes

and other

acts of

God, and

is eligible

to participate

in U.S.

Department

of Agriculture

(“USDA”)

indemnity

and

compensation

programs

for

certain

losses

due

disease

outbreaks

such as

highly

pathogenic

avian

influenza

(“HPAI”).

Specifically, the Animal

Health Protection Act authorizes the USDA to provide indemnity

payments to producers for

birds and eggs

that must be

destroyed during a

disease response. Payments

received under these

programs are based

on the fair

market value

of the

poultry and/or

eggs at

the time

that HPAI

virus is

detected in

the flock.

Other covered

costs include

feed,

depopulation and

disposal costs,

and virus

elimination costs.

The USDA

does not

provide indemnity

for income

or production

losses

suffered

due

downtime

other

business

disruptions

nor

for

indirect

continuing

expenses.

Recoveries

received

for

property damage, business

interruption and disease

outbreaks in excess

of the net

book value

of damaged assets,

including poultry,

clean-up and

demolition costs,

and other

direct post-event

costs are

recorded within

“Gain on

involuntary conversions”

in the

period received or committed when all contingencies associated with the

recoveries are resolved.

Loss Contingencies

Certain conditions may exist as of the date the financial statements are issued that may result in a loss to the Company but which

will only be

resolved when one

or more future

events occur or

fail to occur.

The Company’s

management and

its legal counsel

assess

such

contingent

liabilities,

and

such

assessment

inherently

involves

exercise

judgment.

assessing

loss

contingencies

to legal

proceedings

that are

pending against

the Company

or unasserted

claims that

may result

in such

proceedings, the

Company’s

legal counsel evaluates

the perceived merits

of any legal

proceedings or unasserted

claims as well

as the perceived merits of the amount of relief sought or expected to be

sought therein.

If the assessment

of a contingency

indicates it is

probable that

a material loss

has been incurred

and the amount

of the liability

can be

estimated, the

estimated liability

would be accrued

in the Company’s

financial statements.

If the assessment

indicates a

potentially material loss contingency is

not probable, but is reasonably possible,

or is probable but cannot be estimated,

then the

nature of the

contingent liability,

together with an

estimate of the

range of possible

loss if determinable

and material, would

disclosed. Loss

contingencies considered

remote are

generally not

disclosed unless

they involve

guarantees, in

which case

the

nature of the guarantee would be disclosed.

The Company expenses the costs of litigation as they are incurred.

New Accounting Pronouncements and Policies

No new accounting pronouncement issued or effective

during the fiscal year had or is expected to have a material impact on

our

Consolidated Financial Statements.

Note 2 – Acquisition

October 4, 2023

, the

Company announced

the acquisition

of the

assets of

Fassio Egg

Farms, Inc.

(“Fassio”), related

to its

commercial

shell

egg

production

and

processing

business.

Fassio

owned

and

operated

commercial

shell

egg

production

and

processing facilities

with a

capacity at

the time

of acquisition

of approximately

1.2

million laying

hens, primarily

cage-free, a

feed mill,

pullets, a

fertilizer production

and composting

operation and

land located

in Erda,

Utah, outside

Salt Lake City.

The

Company accounted for the acquisition as a business combination.

The following

table summarizes

the consideration

paid for

the Fassio

assets and

the amounts

of assets

acquired and

liabilities

assumed recognized at the acquisition date (in thousands):

Cash consideration paid

53,746

Fair value of contingent consideration

1,000

Total estimated purchase

consideration

54,746

Recognized amounts of identifiable assets acquired and

liabilities assumed

Inventory

6,164

Property, plant and equipment

44,540

Intangible assets

2,272

Other long-term assets

143

Liabilities assumed

(143)

Total identifiable

net assets

52,976

Goodwill

1,770

54,746

Inventory consisted

primarily of

flock, feed

ingredients, packaging,

and egg

inventory.

Flock inventory

was valued at

carrying

value

management

believes

that

its

carrying

value

best

approximates

its

fair

value.

Feed

ingredients,

packaging

and

egg

inventory were all valued based on market prices as of September 30, 2023.

Property,

plant and

equipment were

valued utilizing

the cost

approach which

is based

on replacement

or reproduction

costs of

the assets and subtracting any depreciation resulting from physical deterioration

and/or functional or economic obsolescence.

Intangible

assets

consisted

primarily

water

rights

within

the

property

acquired.

Water

rights

were

valued

using

the

sales

comparison approach.

Contingent

consideration

liability

was

recorded

and

represents

potential

future

cash

payment

the

sellers

contingent

the

acquired

business

meeting

certain

return

profitability

milestones over

three-year

period,

commencing

the date

the

acquisition. The fair value of the contingent consideration

is estimated using a discounted cash flow

model. Key assumptions and

unobservable inputs that require significant

judgement used in the estimate include

weighted average cost of capital,

egg prices,

projected

revenue

and

expenses

over

the

period

for

which

the

contingent

consideration

measured,

and

the

probability

assessments

with

respect

the

likelihood

achieving

the

forecasted

projections.

range

potential

outcomes

cannot

reasonably estimated due to market volatility of egg prices.

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

connection

with

the Fassio

acquisition

is primarily

attributable

to improved

efficiencies

from

integrating the assets of Fassio

with the operations of the

Company. The Company recognized goodwill of $

1.8

million as a result

of the acquisition.

Note 3 - Investment Securities Available

-for-Sale

The following presents

the Company’s investment securities available-for-sale

as of June

1, 2024 and

June 3, 2023

(in thousands):

June 1, 2024

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated Fair

Value

Municipal bonds

4,100

—

4,059

Commercial paper

137,856

—

121

137,735

Corporate bonds

233,289

—

697

232,592

Certificates of deposits

3,505

—

3,491

US government and agency obligations

154,520

—

251

154,269

Asset backed securities

3,154

—

3,124

Treasury bills

39,239

—

39,229

Total current

investment securities

575,663

—

1,164

574,499

June 3, 2023

Amortized

Cost

Unrealized

Gains

Unrealized

Losses

Estimated Fair

Value

Municipal bonds

16,571

—

275

16,296

Commercial paper

56,486

—

56,409

Corporate bonds

139,979

—

1,402

138,577

Certificates of deposits

675

—

675

US government and agency obligations

101,240

—

471

100,769

Asset backed securities

13,459

—

151

13,308

Treasury bills

29,069

—

29,056

Total current

investment securities

357,479

—

2,389

355,090

Proceeds

from

the

sales and

maturities

available-for-sale

securities

were

358.9

million,

291.8

million,

and

92.7

million

during fiscal 2024, 2023,

and 2022, respectively.

Gross realized gains for

fiscal 2024, 2023, and

2022 were $

199

thousand, $

thousand, and $

181

thousand, respectively. Gross realized losses for

fiscal 2024, 2023, and

2022 were $

thousand, $

thousand,

and $

thousand, respectively.

There was

allowance for credit losses at June 1, 2024 and June 3, 2023.

Actual maturities

may differ

from contractual

maturities as some

borrowers have

the right to

call or prepay

obligations with

without penalties. Contractual maturities of investment securities at June

1, 2024 are as follows (in thousands):

Estimated Fair Value

Within one year

397,917

1-5 years

176,582

Total

574,499

Note 4 - Fair Value

Measures

The Company

is required

to categorize

both financial

and nonfinancial

assets and

liabilities based

on the

following fair

value

hierarchy. The

fair value

of an

asset is

the price

at which

the asset

could be

sold in

an orderly

transaction between

unrelated,

knowledgeable, and willing

parties able to engage in

the transaction. A liability’s

fair value is defined

as the amount that would

be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount that would be

paid to settle

the liability with the creditor.

●

Level 1

- Quoted prices in active markets for identical assets or liabilities

●

Level 2

- Inputs

other than

quoted

prices included

in Level

1 that

are observable

for the

asset or

liability,

either

directly or indirectly,

including:

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 supported

by little or

no market activity

and are significant

to the fair value of the assets or liabilities

The disclosure of fair value of certain financial assets and liabilities 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

June 1, 2024 and June 3, 2023 (in thousands):

June 1, 2024

Level 1

Level 2

Level 3

Balance

Investment securities available-for-sale

Municipal bonds

—

4,059

—

4,059

Commercial paper

—

137,735

—

137,735

Corporate bonds

—

232,592

—

232,592

Certificates of deposits

—

3,491

—

3,491

US government and agency obligations

—

154,269

—

154,269

Asset backed securities

—

3,124

—

3,124

Treasury bills

—

39,229

—

39,229

Total investment

securities available-for-sale

measured at fair value

—

574,499

—

574,499

Liabilities

Contingent consideration

—

6,500

Total liabilities measured

at fair value

—

6,500

June 3, 2023

Level 1

Level 2

Level 3

Balance

Investment securities available-for-sale

Municipal bonds

—

16,296

—

16,296

Commercial paper

—

56,409

—

56,409

Corporate bonds

—

138,577

—

138,577

Certificates of deposits

—

675

—

675

US government and agency obligations

—

100,769

—

100,769

Asset backed securities

—

13,308

—

13,308

Treasury bills

—

29,056

—

29,056

Total investment

securities available-for-sale

measured at fair value

—

355,090

—

355,090

Investment securities – available-for-sale are all classified as Level 2 and

consist of securities with maturities of three months or

longer when purchased. Observable inputs for these securities are yields, credit

risks, default rates, and volatility.

Contingent

consideration

classified

Level

consists

the

potential

obligation

pay

earnout

the

sellers

Fassio

contingent on the

acquired business meeting

certain return on

profitability milestones over

three-year

period, commencing on

the date of

the acquisition. The fair

value of the

contingent consideration is

estimated using a

discounted cash flow

model. Key

assumptions and

unobservable inputs

that require

significant judgement

used in

the estimate

include weighted

average cost

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.

See further discussion in

Note 2 -

Acquisition

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

the contingent consideration:

Fassio Contingent Consideration

Balance, June 4, 2023

—

Acquisition of Fassio

1,000

Fair value adjustments

5,500

Balance, June 1, 2024

6,500

Adjustments to the fair value of contingent

consideration are recorded within selling, general and

administrative expenses in the

consolidated statements of income.

Note 5 - Inventories

Inventories consisted of the following (in thousands):

June 1, 2024

June 3, 2023

Flocks, net of amortization

149,985

164,540

Eggs and egg products

25,217

28,318

Feed and supplies

86,580

91,560

261,782

284,418

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 June 1,

2024 and

June 3,

2023, consisted

of approximately

11.8

million and

10.8

million pullets

and breeders

and

39.9

million and

41.2

million

layers, respectively.

The Company expensed amortization and mortality associated with the

flocks to cost of sales as follows (in thousands):

June 1, 2024

June 3, 2023

May 28, 2022

Amortization

198,298

186,973

160,107

Mortality

10,640

10,455

8,011

Total flock costs charged

to cost of sales

208,938

197,428

168,118

Note 6 - Property,

Plant and Equipment

Property, plant and equipment

consisted of the following (in thousands):

June 1, 2024

June 3, 2023

Land and improvements

131,051

117,279

Buildings and improvements

627,121

552,669

Machinery and equipment

782,736

715,205

Construction-in-progress

121,266

98,605

1,662,174

1,483,758

Less: accumulated depreciation

804,940

739,218

857,234

744,540

Depreciation expense

was $

77.2

million, $

69.4

million and

65.8

million in

the fiscal

years ended

June 1,

2024, June

3, 2023,

and May 28, 2022, respectively.

Note 7 - Investment in Unconsolidated Entities

June

2024

and

June

2023,

the

Company

owned

Specialty

Eggs,

LLC

(“Specialty

Eggs”)

and

Southwest

Specialty Eggs,

LLC (“Southwest

Specialty Eggs”),

which are

accounted for

using the

equity method

of accounting.

Specialty

Eggs owns the Egg-Land’s Best franchise for most of Georgia and South Carolina, as

well as a portion of western

North Carolina

and eastern Alabama. Southwest Specialty Eggs owns the Egg-Land’s

Best franchise for Arizona, southern California and Clark

County, Nevada (including

Las Vegas).

Equity method investments are included

in “Investments in unconsolidated entities”

in the accompanying Consolidated Balance

Sheets and totaled $

8.2

million and $

9.7

million at June 1, 2024 and June 3, 2023, respectively.

Equity in income of

unconsolidated entities of $

1.4

million, $

746

thousand, and $

1.9

million from these entities

has been included

in the Consolidated Statements of Income for fiscal 2024, 2023,

and 2022, respectively.

The consolidated financial information for the Company’s

unconsolidated joint ventures was as follows (in thousands):

For the fiscal year ended

June 1, 2024

June 3, 2023

May 28, 2022

Net sales

159,698

222,602

145,281

Net income

2,840

1,492

3,942

Total assets

31,578

27,784

42,971

Total liabilities

15,468

9,854

21,892

Total equity

16,110

17,930

21,079

The following relates to the Company’s

transactions with these unconsolidated affiliates (in thousands):

For the fiscal year ended

June 1, 2024

June 3, 2023

May 28, 2022

Sales to unconsolidated entities

100,553

136,351

94,311

Purchases from unconsolidated entities

63,916

75,024

60,016

Distributions from unconsolidated entities

3,000

1,500

400

June 1, 2024

June 3, 2023

Accounts receivable from unconsolidated entities

8,490

4,719

Accounts payable to unconsolidated entities

1,233

3,187

Note 8 - Goodwill and Other Intangible Assets

Goodwill and other intangibles consisted of the following (in thousands):

Other Intangibles

Franchise

Customer

Non-compete

Right of

Water

Total

Goodwill

rights

relationships

agreements

Use

rights

Trademark

intangibles

Balance May 28, 2022

44,006

15,071

1,326

860

720

136

62,137

Amortization

—

(1,657)

(356)

(152)

(18)

—

(51)

(2,234)

Balance June 3, 2023

44,006

13,414

970

708

—

720

59,903

Additions

1,770

—

2,222

—

4,042

Amortization

—

(1,627)

(362)

(134)

—

(50)

(2,173)

Balance June 1, 2024

45,776

11,787

608

624

—

2,942

61,772

For the Other Intangibles listed above, the gross carrying amounts and

accumulated amortization are as follows (in thousands):

June 1, 2024

June 3, 2023

Gross carrying

Accumulated

Gross carrying

Accumulated

amount

amortization

amount

amortization

Other intangible assets:

Franchise rights

29,284

(17,497)

29,284

(15,870)

Customer relationships

2,900

(2,292)

9,644

(8,674)

Non-compete agreements

1,500

(876)

1,450

(742)

Water rights *

2,942

—

720

—

Trademark

400

(365)

400

(315)

Total

37,026

(21,030)

41,498

(25,601)

Water rights are

an indefinite life intangible asset.

No significant residual value is estimated for these

intangible assets. Aggregate amortization expense for fiscal years 2024, 2023,

and 2022 totaled $

2.2

million.

The following table presents the total estimated amortization of intangible

assets for the five succeeding years (in thousands):

For fiscal year

Estimated amortization expense

2025

2,040

2026

1,836

2027

1,833

2028

1,763

2029

1,701

Thereafter

3,881

Total

13,054

Note 9 - Employee Benefit Plans

The Company maintains a medical plan that is qualified under Section

401(a) of the Internal Revenue Code and is not subject to

tax under present income tax laws. The plan is funded by contributions from the Company and its employees. Under its plan, the

Company

self-insures

its

portion

medical

claims

for

substantially

all

full-time

employees. The

Company

uses

stop-loss

insurance

limit

its

portion

medical

claims

275,000

per

occurrence. The

Company’s

expenses

including

accruals

for

incurred but not

reported claims were approximately

23.0

million, $

21.9

million, and $

24.6

million in fiscal years

2024, 2023,

and 2022, respectively.

The liability recorded

for incurred but

not reported claims

was $

2.8

million and $

2.9

million as of

June

2024

and

June

2023,

respectively

and

are

classified

within

“Accrued

expenses

and

other

liabilities”

the

Company’s

Consolidated Balance Sheets.

The Company

has a KSOP

plan that

covers substantially

all employees

(the “Plan”). The

Company makes

contributions to

the

Plan at a rate

% of participants’

eligible compensation, plus

an additional amount

determined at the

discretion of the

Board

of Directors. Contributions can

be made in cash or

the Company’s

Common Stock, and vest immediately.

The Company’s

cash

contributions to the Plan were $

4.3

million, $

4.3

million, and $

3.9

million in fiscal years 2024, 2023 and 2022, respectively. The

Company did

t make direct contributions of the Company’s

Common Stock in fiscal years 2024, 2023, or 2022. Dividends on

the Company’s Common Stock are paid to the Plan in cash. The Plan acquires the Company’s Common Stock, which is listed on

the Nasdaq Global Select Market,

by using the dividends and the Company’s

cash contributions

to purchase shares in the public

markets. The Plan sells Common

Stock on the Nasdaq

to pay benefits to

Plan participants. Participants may

make contributions

the

Plan

the

maximum

allowed

Internal

Revenue

Service

regulations. The

Company

does

not

match

participant

contributions.

Deferred Compensation Plans

The

Company

has

deferred

compensation

agreements

with

certain

officers

for

payments

made

over

specified

periods

beginning when the officers

reach age

or over as specified in the

agreements. Amounts accrued for

the agreements are based

upon

deferred

compensation

earned

over

the

estimated

remaining

service

period

each officer.

Payments

made

under

these

agreements were $

100

thousand, $

170

thousand, and $

170

thousand in fiscal years

2024, 2023 and 2022.

The liability recorded

related to these agreements was $

844

thousand and $

1.0

million at June 1, 2024 and June 3, 2023, respectively and are classified

within “Other noncurrent liabilities” in the Company’s

Consolidated Balance Sheets.

The

Company

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	6th grade V good

Cal-Maine Foods (CALM) 10-K2024 FY Annual report

Content analysis