# CAL-MAINE FOODS INC (CALM)

Informational only - not investment advice.

CIK: 0000016160
SIC: 0200 Agricultural Prod-Livestock & Animal Specialties
SIC breadcrumb: [Agriculture, Forestry, And Fishing](/division/A/) > [SIC Major Group 02](/major-group/02/) > [SIC 0200 Agricultural Prod-Livestock & Animal Specialties](/industry/0200/)
Latest 10-K filed: 2025-07-22
SEC page: https://www.sec.gov/edgar/browse/?CIK=16160
Filing source: https://www.sec.gov/Archives/edgar/data/16160/000156276225000170/calm2025053110K.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 4261885000 | USD | 2025 | 2025-07-22 |
| Net income | 1220048000 | USD | 2025 | 2025-07-22 |
| Assets | 3084619000 | USD | 2025 | 2025-07-22 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-07-22. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000016160.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  |  |  | 1,361,188,000 | 1,351,609,000 | 1,348,987,000 | 1,777,159,000 | 3,146,217,000 | 2,326,443,000 | 4,261,885,000 |
| Net income | 316,041,000 | -74,278,000 | 125,932,000 | 54,229,000 | 18,391,000 | 2,060,000 | 132,650,000 | 758,024,000 | 277,888,000 | 1,220,048,000 |
| Operating income | 471,877,000 | -134,146,000 | 100,507,000 | 45,781,000 | 1,269,000 | -26,264,000 | 143,537,000 | 967,726,000 | 312,452,000 | 1,536,539,000 |
| Gross profit | 648,074,000 | 45,550,000 | 361,046,000 | 222,859,000 | 179,588,000 | 160,661,000 | 337,059,000 | 1,196,457,000 | 541,571,000 | 1,850,885,000 |
| Diluted EPS | 6.53 | -1.54 | 2.60 | 1.12 | 0.38 | 0.04 | 2.72 | 15.52 | 5.69 | 24.95 |
| Assets | 1,111,765,000 | 1,033,094,000 | 1,150,447,000 | 1,156,278,000 | 1,206,694,000 | 1,229,174,000 | 1,427,489,000 | 1,954,525,000 | 2,184,761,000 | 3,084,619,000 |
| Liabilities | 194,404,000 | 188,601,000 | 194,765,000 | 166,472,000 | 197,019,000 | 216,393,000 | 323,144,000 | 344,942,000 | 387,718,000 | 518,604,000 |
| Stockholders' equity | 915,275,000 | 842,687,000 | 953,333,000 | 986,624,000 | 1,009,675,000 | 1,012,781,000 | 1,104,551,000 | 1,611,081,000 | 1,800,147,000 | 2,560,624,000 |
| Cash and cash equivalents | 29,046,000 | 17,564,000 | 48,431,000 | 69,247,000 | 78,130,000 | 57,352,000 | 59,084,000 | 292,824,000 | 237,878,000 | 499,392,000 |
| Net margin |  |  |  | 3.98% | 1.36% | 0.15% | 7.46% | 24.09% | 11.94% | 28.63% |
| Operating margin |  |  |  | 3.36% | 0.09% | -1.95% | 8.08% | 30.76% | 13.43% | 36.05% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000016160.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2023-Q1 | 2022-08-27 |  |  | 2.57 | reported discrete quarter |
| 2023-Q2 | 2022-11-26 |  |  | 4.07 | reported discrete quarter |
| 2023-Q3 | 2023-02-25 |  |  | 6.62 | reported discrete quarter |
| 2023-Q4 | 2023-06-03 | 688,680,000 | 110,931,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2023-09-02 | 459,344,000 | 926,000 | 0.02 | reported discrete quarter |
| 2024-Q2 | 2023-12-02 | 523,234,000 | 17,009,000 | 0.35 | reported discrete quarter |
| 2024-Q3 | 2024-03-02 | 703,076,000 | 146,712,000 | 3.00 | reported discrete quarter |
| 2024-Q4 | 2024-06-01 | 640,789,000 | 113,241,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2024-08-31 | 785,871,000 | 149,976,000 | 3.06 | reported discrete quarter |
| 2025-Q2 | 2024-11-30 | 954,671,000 | 219,064,000 | 4.47 | reported discrete quarter |
| 2025-Q3 | 2025-03-01 | 1,417,685,000 | 508,533,000 | 10.38 | reported discrete quarter |
| 2025-Q4 | 2025-05-31 | 1,103,658,000 | 342,475,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2025-08-30 | 922,602,000 | 199,340,000 | 4.12 | reported discrete quarter |
| 2026-Q2 | 2025-11-29 | 769,498,000 | 102,759,000 | 2.13 | reported discrete quarter |
| 2026-Q3 | 2026-02-28 | 666,951,000 | 50,459,000 | 1.06 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/16160/000156276226000046/calm-20260228.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-04-01
Report date: 2026-02-28

ITEM

2.

MANAGEMENT’S

DISCUSSION

AND

ANALYSIS

OF

FINANCIAL

CONDITION

AND

RESULTS

OF

OPERATIONS

The following should

be read in

conjunction with Management’s

Discussion and Analysis of

Financial Condition

and Results

of Operations included in Part II Item 7 of the Company’s

Annual Report on Form 10-K for its fiscal year ended May 31, 2025

(the “2025 Annual Report”), and the

accompanying financial statements and

notes included in Part II

Item 8 of the 2025 Annual

Report and in

Part I Item 1

of this Quarterly Report on

Form 10-Q (“Quarterly

Report”).

This Quarterly Report contains numerous

forward-looking statements within the meaning of Section

27A of the Securities

Act

of 1933

(the “Securities Act”)

and Section

21E of

the

Securities Exchange Act

of 1934

(the “Exchange Act”)

relating to

our

business,

including potential

future supply

of

and

demand

for

our

products,

potential

future corn

and

soybean

price

trends,

potential

future

impact

on

our

business

of

highly

pathogenic

avian

influenza

(“HPAI”),

estimated

future

production

data,

expected construction schedules, projected construction costs, potential future impact on our business of inflation and changing

interest

rates,

potential

future

impact

on

our

business

of

new

legislation,

rules

or

policies,

potential

outcomes

of

legal

proceedings,

including

loss

contingency

accruals

and

factors

that

may

result

in

changes

in

the

amounts

recorded,

other

projected operating data, including anticipated results of operations and financial condition, and potential future cash returns to

stockholders including the

timing and

amount of

any repurchases under our

share repurchase program.

Such forward-looking

statements

are

identified

by

the

use

of

words

such

as

“believes,”

“intends,”

“expects,”

“hopes,”

“may,”

“should,”

“plans,”

“projected,”

“contemplates,”

“anticipates,”

or

similar

words.

Actual

outcomes

or

results

could

differ

materially

from

those

projected in the forward-looking statements. The forward-looking statements are based on

management’s current intent, belief,

expectations, estimates, and projections regarding the Company

and its industry.

These statements are not guarantees of

future

performance and involve risks, uncertainties, assumptions, and other factors that are difficult to

predict and may be beyond our

control. The

factors that

could cause actual

results to

differ materially

from those projected

in the

forward-looking statements

include, among others, (i) the risk factors

set forth in Part I Item 1A Risk Factors of our 2025 Annual Report, as updated in Part

II Item

1A of

our quarterly report

on Form 10-Q

for the quarter

ended November 29,

2025, as

well as those

included in

other

reports we file from time to time with the United States

Securities and Exchange Commission

(“SEC”) (including our Quarterly

Reports on Form 10-Q and Current Reports on Form 8-K), (ii)

the risks and hazards inherent in the shell egg, egg products and

prepared

foods

operations

(including,

as

applicable,

disease,

pests,

weather

conditions,

and

potential

for

product

recall),

including but not limited to the current

outbreak of HPAI affecting poultry in the U.S., Canada and other countries

that was first

detected in

commercial flocks

in

the

U.S.

in

February 2022

and that

impacted our

flocks in

the

third

and fourth

quarters of

fiscal 2024 and again in

March 2026, (iii) changes

in the demand for

and market prices of

shell eggs and feed

costs as well as

increase in input costs for prepared foods,

(iv) our ability to predict and meet demand for cage-free and

other specialty eggs, (v)

risks,

changes, or

obligations that

could result

from our

recent or

future acquisition

of new

flocks or

businesses, such

as our

acquisition

of

Echo

Lake

Foods

completed

June

2,

2025,

and

risks

or

changes

that

may

cause

conditions

to

completing

a

pending acquisition not

to be met,

(vi) our ability to

successfully integrate and manage recently

acquired businesses like Echo

Lake

Foods

and

realize

the

expected

benefits

of

such

acquisitions,

including

synergies, cost

savings,

reduction

in

earnings

volatility,

margin

expansion,

financial

returns,

expanded

customer

relationships,

or

sales

or

growth

opportunities,

(vii)

our

ability

to

compete

effectively

with

existing

competitors

and

new

market

entrants,

retain

existing

customers,

acquire

new

customers

and

grow

our

product

mix

including

our

prepared

foods

product

offerings,

(viii)

the

impacts

of

government,

customer

and

consumer

reactions

to

high

market

prices

for

eggs,

including,

without

limitation,

potential

new

or

expanded

government regulations, (ix) potential impacts to our business as a

result of our Company ceasing to be a “controlled company”

under the rules of The Nasdaq

Stock Market on April 14, 2025, (x) risks relating to

potential changes in inflation, interest rates

and

trade

and

tariff

policies,

(xi)

adverse

results

in

pending

litigation

and

other

legal

matters,

and

(xii)

global

instability,

including as a result of geopolitical conflicts and

other uncertainties. The actual timing,

number and value of

shares repurchased

under

our

share

repurchase program

will

be

determined

by

management

in

its

discretion

and

will

depend

on

a

number

of

factors, including but not limited

to, the market price of

our Common Stock and general market and economic

conditions. The

share repurchase program may be suspended, modified or

discontinued at any time without prior notice.

Readers are cautioned

not to

place undue reliance

on

forward-looking statements because, while

we believe

the

assumptions on

which the

forward-

looking statements

are based are

reasonable, there can be

no assurance that

these forward-looking statements will

prove to be

accurate. Further, forward-looking

statements included herein are

made only as

of the respective dates

thereof, or if

no date is

stated, as of the

date hereof. Except as otherwise required by law,

we disclaim any intent or obligation to update

publicly these

forward-looking statements, whether

because of new information, future

events, or otherwise.

COMPANY OVERVIEW

Cal-Maine Foods,

Inc. (“Cal-Maine Foods,”

the “Company,”

“we,” “us,” “our”) is

the largest

egg company

in the

U.S. and

a

leading

player

in

the

egg-based

food

industry.

With

a

strong

national

footprint,

Cal-Maine

Foods

provides

nutritious,

affordable, and sustainable protein to millions

of households every day.

Index

21

The

Company’s

shell

egg

portfolio

spans

the

full

egg

value

ladder—from

conventional

to

specialty,

including

cage-free,

organic,

brown,

free-range,

pasture-raised,

and

nutritionally

enhanced

eggs—serving

both

retail

and

foodservice

customers

nationwide. Cal-Maine

Foods

also

participates in

the

growing prepared

foods

sector,

with

offerings such

as

pre-cooked egg

patties,

omelets,

folded and

scrambled egg

formats, hard-cooked

eggs, pancakes,

waffles,

and specialty

wraps.

Our branded

portfolio

includes

Eggland’s

Best®,

Land

O’Lakes®,

Farmhouse

Eggs®,

4Grain®,

Sunups®,

MeadowCreek

Foods®,

and

Crepini®.

Our operations are integrated, and we have one operating

and one reportable segment. Our total

flock as of February 28,

2026,

of approximately 48.0

million layers and

14.3 million pullets and

breeders,

is the largest

in the

U.S. We

sell our products to

a

diverse group of customers, including national

and regional grocery store chains, club stores, companies servicing independent

supermarkets

in

the

U.S.,

and

foodservice

distributors

serving

restaurants,

convenience

stores,

healthcare

and

education

facilities,

and hotels throughout

the majority of the

U.S. and aim

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

close

to our customers.

Our

strategy

includes

three

primary

priorities:

expanding

specialty

eggs

and

prepared

foods,

pursuing

disciplined

growth

through acquisitions and leveraging our

scale, vertical integration, operational

excellence and financial

strength.

Our operating

results

are materially

impacted by

market prices

for eggs

and feed

grains (corn

and soybean

meal), which

are

highly

volatile,

independent

of

each other,

and out

of

our

control. Generally,

higher market

prices

for

eggs

have

a

positive

impact on

our financial results

while higher market prices

for feed grains

have a negative

impact on

our financial results.

Our

pricing for shell eggs

is negotiated with

our customers on individual

terms. We

sell our shell

eggs at prices based

on formulas

that take into

account, in varying ways, independently quoted regional wholesale market prices for shell eggs,

formulas related

to

our costs

of production,

such as

grain-based and

variations of

cost-plus arrangements,

or hybrid

models including

cost

of

production and wholesale market prices.

Almost all of our conventional eggs are priced and sold under market-based

pricing frameworks or the hybrid models described

above,

split almost evenly between such frameworks.

The majority of our specialty eggs are priced and

sold under frameworks

that are based on cost

of production,

although we do have some

customers that prefer market-based pricing for cage-free eggs.

As

a result,

specialty egg

prices

typically

do

not

fluctuate as

much

as conventional

pricing.

We

do

not

sell

eggs directly

to

consumers or set the prices at which

eggs are sold to consumers.

Retail

sales

of

shell

eggs

historically

have

been

highest

during

the

fall

and

winter

months

and

lowest

during

the

summer

months. Prices

for shell eggs

fluctuate in response to

seasonal demand factors and

a natural increase in

egg production during

the

spring

and early

summer.

Historically,

shell

egg prices

tend

to

increase with

the

start

of the

school

year

and tend

to

be

highest prior to holiday periods, particularly Thanksgiving, Christmas

and Easter. As a result,

we have historically experienced,

and may experience in the future, lower

shell egg selling prices, sales volumes and shell egg sales (and have incurred, and

may

incur in

the future,

net losses)

in our

first

and fourth

fiscal quarters

ending in

August/September and May/June,

respectively.

Because of

the

seasonal and

quarterly fluctuations, comparisons

of our

sales and

operating results

between different

quarters

within a single fiscal year are

not necessarily meaningful comparisons.

We

routinely

fill

our

storage

bins

during

harvest

season

when

prices

for

feed

ingredients

are

generally

lower.

To

ensure

continued availability

of feed ingredients,

we may

enter into

contracts for future

purchases of

corn and

soybean meal,

and as

part

of

these

contracts,

we

may

lock-in

the

basis

portion

of

our

grain

purchases

several

months

in

advance.

Basis

is

the

difference between the

local cash

price for grain

and the

applicable futures price. A

basis contract is

a common transaction

in

the grain

market that allows

us to lock-in

a basis level

for a

specific delivery period and

wait to

set the futures

price at

a later

date. Furthermore, due

to the

more limited

supply for organic

ingredients,

we may

commit to purchase

organic ingredients

in

advance to help ensure supply. Ordinarily, we do not enter into long-term contracts beyond

a year to purchase corn and

soybean

meal

or

hedge

against

increases

in

the

prices

of

corn

and

soybean

meal.

Corn

and

soybean

meal

are

commo

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

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

Financial Condition and Results of Operations - Acquisitions

and Part
 
II. Item
 
8. Notes
 
to Consolidated
 
Financial Statements,

Note 17 - Subsequent Events

.

When
 
we
 
use
 
“we,”
 
“us,”
 
“our,”
 
or
 
the
 
“Company”
 
in
 
this
 
report,
 
we
 
mean
 
Cal-Maine
 
Foods,
 
Inc.
 
and
 
our
 
consolidated

subsidiaries, unless
 
otherwise indicated
 
or the
 
context otherwise
 
requires. The
 
Company’s
 
fiscal year-end
 
is
 
on
 
the Saturday

closest to May 31. Our
 
fiscal year 2025 ended May
 
31, 2025, and the
 
first three fiscal quarters of
 
fiscal 2025 ended August 31,

2024, November 30, 2024, and March 1, 2025. All references herein to a fiscal year means our fiscal year and all references to a

year mean a calendar year.

Industry Background

According to the
 
U.S. Department of
 
Agriculture (“USDA”) Agricultural
 
Marketing Service, in
 
2024 approximately 71%
 
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, 12%
 
sold to
 
food-away-from home
 
channels such
 
as restaurants
 
and 2%
 
exported. The
 
USDA estimated
 
that in
 
2024

approximately 29% 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 by several outbreaks of highly pathogenic avian influenza (“HPAI”) in recent years. 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
 
in
 
a
 
particular
 
period,
 
as

occurred with the
 
2015 HPAI outbreak, the COVID-19
 
pandemic (particularly during
 
2020), and the
 
most recent HPAI outbreaks

starting
 
in
 
early
 
2022.
 
For
 
fiscal
 
2025,
 
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 2020
 
and 2024
 
varied, ranging

from 271 to 288 eggs which is directly impacted by 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” below.

6

Prices for Shell Eggs

Wholesale shell egg
 
sales prices are
 
a critical component
 
of revenue for
 
the Company.
 
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.
 
We
 
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, in
 
varying ways, independently

quoted and certified wholesale market prices,
 
such as those published by Urner
 
Barry Publications, Inc. (“UB”) or the
 
USDA for

shell eggs; however, grain-based or variations of cost plus arrangements are also commonly utilized.

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
 
as
 
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.

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
 
in

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

Operations

, egg prices in fiscal 2023 through fiscal 2025 were significantly impacted by HPAI.

Our pricing for
 
shell eggs is
 
negotiated with our
 
customers on individual
 
terms. We sell our shell
 
eggs at prices
 
based on formulas

that take into account,
 
in varying ways, independently
 
quoted regional wholesale market
 
prices for shell eggs,
 
formulas related

to
 
our
 
costs of
 
production,
 
such
 
as
 
grain-based
 
and variations
 
of
 
cost-plus arrangements,
 
or
 
hybrid models
 
including cost
 
of

production and wholesale market prices.

The majority of our conventional eggs are priced and sold under frameworks
 
that generally utilize market-based formulas tied to

independently quoted regional wholesale market
 
quotes.
 
The majority of our
 
specialty eggs are sold
 
under frameworks that do

not utilize market-based formulas, although we do have some customers that prefer market-based pricing for cage-free eggs. As

a result, specialty
 
egg prices typically
 
do not fluctuate
 
as much as
 
conventional pricing. We do not
 
sell eggs directly
 
to consumers

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

7

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 production cost per dozen.

Feed Costs for Shell Egg Production

Feed is a primary
 
cost component in the
 
production of shell eggs
 
and represented 53.4%
 
of our fiscal 2025
 
farm production costs.

We routinely fill our
 
feed storage bins
 
during harvest season
 
when prices for
 
feed ingredients, primarily
 
corn and to
 
a lesser extent

soybean meal, are
 
generally lower.
 
To
 
ensure continued availability
 
of feed ingredients,
 
we may enter
 
into contracts for
 
future

purchases of
 
corn and
 
soybean meal,
 
and as
 
part of
 
these contracts,
 
we may
 
lock-in the
 
basis portion
 
of our
 
grain purchases

several months
 
in advance.
 
Basis is
 
the difference
 
between the
 
local cash
 
price for
 
grain and
 
the applicable
 
futures price.
 
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
 
in
 
advance
 
to
 
help
 
assure
 
supply.
 
Ordinarily,
 
we
 
do
 
not
 
enter
 
into
 
long-term
 
contracts
 
beyond
 
a
 
year
 
to

purchase corn
 
and soybean
 
meal or
 
hedge against
 
increases in
 
the prices
 
of corn
 
and soybean
 
meal. 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
 
2025 were

2.1 million tons
 
of finished
 
feed, of
 
which we
 
manufactured 1.9 million
 
tons. We currently
 
have the
 
capacity to
 
store 215
 
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 2021-2025 are
 
shown below

for corn and soybean meal:

8

Shell Egg Production

Our percentage of dozens produced to sold was 88.6% of our total shell eggs sold in fiscal 2025. 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 2025, 90.8% of our production came
 
from Company-owned

facilities, and
 
9.2% 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

of our
 
chicks from
 
our breeder
 
farms
 
and hatch
 
them in
 
our hatcheries
 
in a
 
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
 
at
 
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
 
at
 
another
 
location
 
and
 
transported
 
to the
 
processing facility.
 
The
 
in-line facilities
 
also
 
produce a
 
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 May
 
31, 2025, every Company-owned processing
 
plant was

SQF certified. Because shell
 
eggs are perishable, we
 
do not maintain large egg
 
inventories. Our egg inventory
 
averaged five days

of sales during
 
fiscal 2025. We
 
believe our constant
 
focus on production
 
efficiencies and automation
 
throughout our vertically

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

We
 
are
 
proud
 
to
 
have
 
created,
 
implemented
 
and
 
maintained
 
what
 
we
 
believe
 
is
 
a
 
leading
 
poultry
 
Animal
 
Welfare
 
Program

(“AWP”).
 
We
 
have aligned our
 
AWP
 
with regulatory,
 
veterinary and our
 
third-party certifying bodies’
 
guidance to govern
 
the

welfare of animals in
 
our direct care and
 
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 to our commitment to the principles of the internationally recognized

Five

Freedoms of Animal Welfare

.

We
 
do not
 
use artificial
 
hormones in
 
the production
 
of our
 
eggs. Hormone
 
use in
 
the poultry
 
and egg
 
production industry
 
has

been
 
effectively
 
banned in
 
the U.S.
 
since the
 
1950s. We
 
have an
 
extensive written
 
protocol that
 
allows the
 
use of
 
medically

important
 
antibiotics
 
only
 
when
 
animal
 
health
 
is
 
at
 
risk,
 
consistent
 
with
 
guidance
 
from
 
the
 
United
 
States
 
Food
 
and
 
Drug

Administration
 
(“FDA”)
 
and
 
the
 
Guidance
 
for
 
Judicious
 
Therapeutic
 
Use
 
of
 
Antimicrobials
 
in
 
Poultry,
 
developed
 
by
 
the

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

and
 
administer
 
approved
 
doses
 
for
 
a
 
restricted
 
period.
 
We
 
do
 
not
 
use
 
antibiotics
 
for
 
growth
 
promotion
 
or
 
performance

enhancement.

Specialty Eggs

We
 
are
 
one
 
of
 
the
 
largest
 
producers
 
and
 
marketers
 
of
 
value-added
 
specialty
 
shell
 
eggs
 
in
 
the
 
U.S.,
 
which
 
continues
 
to
 
be
 
a

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
 
in
 
the
 
U.S.
 
have
 
passed
 
legislation
 
or
 
regulations
 
mandating
 
minimum
 
space
 
or
 
cage-free
 
requirements
 
for
 
egg

production or
 
mandated the
 
sale of
 
only cage-free
 
eggs and
 
egg products
 
in their states,
 
with implementation
 
of these laws
 
ranging

from January 2022 to January
 
2030. These states represent approximately
 
27% of the U.S. total
 
population according to the 2020

U.S. Census.
 
California, Massachusetts,
 
Colorado, Michigan,
 
Oregon, Washington,
 
and Nevada,
 
which collectively
 
represent

approximately 23% of the total estimated
 
U.S. population, have cage-free legislation in
 
effect.
 
Due to the national egg
 
shortage

caused by HPAI, Nevada temporarily suspended its cage-free egg mandate and other states are considering similar actions.

A significant
 
number of
 
our customers
 
previously 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

9

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
 
22.5% of our total net shell egg sales for

fiscal year
 
2025. 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 2024, EB
 
was the third
 
best-selling dairy brand
 
in the U.S.
 
The top three
 
best-selling branded specialty
 
egg SKUs in
 
2024 were

EB branded eggs
 
and seven out
 
of 10 best-selling
 
SKUs were EB
 
branded eggs. In
 
2024, our sales
 
(including sales from
 
affiliates)

represented approximately 50% of EB branded eggs and 46% 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

of

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 as

conventional eggs.

We also produce, market and distribute private label specialty and conventional shell eggs to several customers.

Egg Products and Prepared Foods

Our egg product
 
offerings include liquid
 
and frozen egg
 
products, as well
 
as prepared foods
 
such as hard-cooked
 
eggs, egg wraps,

protein pancakes,
 
crepes and
 
wrap-ups. Liquid
 
and frozen
 
egg products
 
are primarily
 
sold to
 
the institutional,
 
foodservice and

food manufacturing sectors in the U.S. Prepared foods are sold primarily within the retail and foodservice channels.

During March 2023, MeadowCreek Food,
 
LLC (“Meadowcreek”),
 
a majority-owned subsidiary,
 
began operations with a
 
focus

on being
 
a leading
 
provider of
 
hard-cooked eggs.
 
During second
 
fiscal quarter
 
2025, we
 
acquired the
 
remaining ownership
 
interest

in MeadowCreek and it became a wholly-owned subsidiary.

Effective on
 
September 9,
 
2024, we
 
completed a
 
strategic investment
 
with Crepini
 
LLC, establishing
 
a new
 
egg products
 
and

prepared foods venture. Crepini LLC,
 
founded in 2007, grew its
 
brand throughout the U.S.
 
and in Mexico featuring egg
 
wraps,

protein pancakes, crepes,
 
and wrap-ups, which
 
are sold online
 
and in over
 
3,500 retail stores.
 
The new entity, located in
 
Hopewell

Junction, New
 
York,
 
operates as
 
Crepini Foods
 
LLC (“Crepini”).
 
We
 
capitalized Crepini with
 
approximately $6.75
 
million in

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

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

Subsequent
 
to
 
fiscal
 
2025,
 
we
 
acquired
 
Echo
 
Lake
 
Foods
 
for
 
approximately
 
$258
 
million.
 
Echo
 
Lake
 
Foods
 
is
 
based
 
in

Burlington, Wisconsin and produces, packages,
 
markets and distributes prepared foods, including waffles,
 
pancakes, scrambled

eggs, frozen cooked
 
omelets, egg patties, toast
 
and diced eggs. For
 
additional information regarding
 
our acquisition of
 
Echo Lake

Foods, see

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

and Part II. Item 8. Notes to Consolidated Financial Statements,

Note 17 - Subsequent Events

.

10

Summary of Product Sales

The
 
following
 
table
 
sets
 
forth
 
the
 
contribution
 
as
 
a
 
percentage
 
of
 
revenue
 
and
 
volumes
 
of
 
dozens
 
sold
 
of
 
conventional
 
and

specialty shell eggs and egg products and prepared food sales for the following fiscal years:

2025

2024

2023

Revenue

Volume

Revenue

Volume

Revenue

Volume

Conventional Eggs

Branded

6.0

%

5.1

%

4.3

%

4.9

%

6.6

%

6.4

%

Private-label

53.8

49.7

46.8

54.4

52.9

52.6

Other

7.1

8.5

4.4

5.8

5.7

6.3

Total Conventional Eggs

66.9

%

63.3

%

55.5

%

65.1

%

65.2

%

65.3

%

Specialty Eggs

Branded

12.2

%

17.0

%

20.3

%

17.4

%

18.0

20.4

%

Private-label

14.1

17.8

18.5

16.3

11.3

12.9

Other

1.3

1.9

1.0

1.2

1.1

1.4

Total Specialty Eggs

27.6

%

36.7

%

39.8

%

34.9

%

30.4

%

34.7

%

Egg Products and Prepared Foods

4.6

%

3.8

%

3.9

%

Marketing and Distribution

In
 
fiscal
 
2025,
 
we
 
sold
 
our
 
products
 
in
 
40
 
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.

We
 
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
 
in
 
Alabama,
 
Arizona,
 
Florida,
 
Georgia,
 
Louisiana,
 
Mississippi
 
and
 
Texas,
 
and
 
in
 
portions
 
of

Arkansas, California, Kansas, Nevada,
 
North Carolina, Oklahoma and
 
South Carolina. We 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.

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

Farmhouse Eggs

® and

4-Grain

® branded eggs.

Customers

Our top three
 
customers accounted for
 
an aggregate of
 
49.2%, 49.0% and
 
50.1% of our
 
net sales dollars
 
for fiscal 2025,
 
2024,

and 2023, respectively.
 
Our largest customer,
 
Walmart
 
Inc. (including Sam's Club),
 
accounted for 33.6%, 34.0%
 
and 34.2% of

net sales dollars for fiscal 2025, 2024 and 2023, respectively.

For shell
 
egg sales
 
in fiscal
 
2025, approximately
 
86% of
 
our revenue
 
related to
 
sales to
 
retail customers
 
and 13%
 
to sales
 
to

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.

11

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
 
to

Egg
 
Industry
 
Magazine

,
 
the
 
ten
 
largest
 
producers
 
owned

approximately 54% of industry table egg layer hens at calendar year-end 2024 and 2023.

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 to

holiday
 
periods,
 
particularly
 
Thanksgiving,
 
Christmas
 
and
 
Easter.
 
Consequently,
 
and
 
all
 
other
 
things
 
being
 
equal,
 
we
 
would

expect to experience lower selling
 
prices, sales volumes and net
 
income (and may incur net
 
losses) in our first and
 
fourth fiscal

quarters ending in
 
August/September and May/June, respectively. Accordingly, we generally
 
expect our need
 
for working capital

to be highest during those quarters.

Growth Strategy

Our growth
 
strategy is
 
centered on
 
both organic
 
growth and
 
growth through
 
acquisitions while
 
also diversifying
 
our product

portfolio.
 
Organic
 
growth
 
is
 
a
 
core,
 
ongoing
 
focus
 
area
 
for
 
us
 
which
 
is
 
grounded
 
in our
 
culture of
 
operational
 
excellence to

streamline workflows, reduce waste,
 
optimize resources and enhance
 
productivity. We are committed to investing in our existing

operations to strive for improved profitability by increasing sales, lowering costs and maintaining exceptional customer service.

We
 
have continued to grow our production
 
of cage-free shell eggs and other
 
higher value specialty eggs such as
 
pasture-raised,

free-range and organic shell
 
eggs. In addition to organic
 
efforts, we believe that
 
we can continue to expand
 
the market reach of

our shell egg and egg product businesses, as
 
well as grow our prepared foods business through
 
accretive acquisitions that deliver

favorable returns through our operating model emphasizing synergies and efficient operations.

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
 
to
 
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
 
of
 
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. We
 
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.

12

Human Capital Resources

As of May
 
31, 2025, we
 
had 3,828 employees, of whom 3,064 worked
 
in egg production,
 
processing, and marketing,
 
231 worked

in feed
 
mill operations
 
and 533, including our
 
executive officers, were
 
administrative employees. Approximately
 
3.8% of
 
our

personnel
 
are
 
part-time, and we
 
utilize
 
temporary
 
employment
 
agencies
 
and
 
independent
 
contractors
 
to
 
augment
 
our

staffing needs when
 
necessary.
 
For
 
fiscal
 
2025,
 
we
 
had
 
1,975
 
average monthly
 
contingent workers.
 
As
 
of
 
May
 
31,
 
2025,
 
43

employees were covered by a collective bargaining agreement. We consider our relations with employees to be good.

Culture and Values

We are proud
 
to be contributing corporate citizens where we live and work and to help
 
create healthy, prosperous communities.

Our
 
colleagues help
 
us
 
continue to
 
enhance our
 
community contributions,
 
which
 
are driven
 
by
 
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 products
 
for our

customers and contribute
 
to a stable
 
food supply. Our enterprise safety
 
committee is comprised of
 
two corporate safety
 
managers,

and
 
seven
 
local
 
site
 
compliance
 
managers.
 
The
 
committee
 
that
 
oversees health
 
and
 
safety reviews
 
our
 
written policies
 
and

changes to OSHA regulation standards annually and shares information as it relates to
 
outcomes from incidents monthly with all

our facilities to improve future performance and our health and safety practices. The
 
committee’s goals include working to help

ensure that our engagements with 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,

to help
 
protect the
 
health and
 
well-being of
 
our colleagues
 
and people
 
in our
 
value chain,
 
we require
 
that any
 
contractors or

vendors
 
acknowledge
 
and
 
agree
 
to
 
comply
 
with
 
the
 
guidelines
 
governed
 
by
 
our
 
Safety
 
and
 
Health
 
Program.
 
At
 
each
 
of
 
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.
 
We

have
 
also
 
installed dry
 
hydrogen
 
peroxide biodefense
 
systems
 
in
 
our
 
processing
 
facilities
 
to
 
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.

We
 
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.

People

Our
 
strength
 
as
 
a
 
company
 
comes
 
from
 
our
 
employees
 
at
 
all
 
levels
 
and
 
we
 
have
 
a
 
long-established
 
culture
 
that
 
values
 
each

individual’s contributions and
 
encourages productivity
 
and growth. This
 
culture is driven by
 
our Board of
 
Directors (the
 
“Board”)

and
 
executive
 
management
 
team.
 
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.

We
 
are
 
an
 
Equal
 
Opportunity
 
Employer
 
that
 
prohibits
 
any
 
violation
 
of
 
applicable
 
federal,
 
state,
 
or
 
local
 
law
 
regarding

employment. Discrimination
 
on any
 
basis protected
 
by applicable
 
law is
 
prohibited. We
 
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

We
 
believe
 
in
 
compensating
 
our
 
colleagues
 
with
 
fair
 
and
 
competitive
 
wages,
 
in
 
addition
 
to
 
offering
 
competitive
 
benefits.

Approximately 79%
 
of
 
our
 
employees
 
are paid
 
at
 
hourly
 
rates,
 
which
 
are
 
all
 
paid
 
at
 
rates
 
above
 
the
 
federal
 
minimum wage

13

requirement. We offer our full-time eligible
 
employees a range
 
of benefits, including company-paid
 
life insurance. The
 
Company

provides
 
a
 
comprehensive
 
self-insured
 
health
 
plan
 
and
 
pays
 
approximately
 
76%
 
of
 
the
 
costs
 
of
 
the
 
plan
 
for
 
participating

employees and their families
 
as of December 31,
 
2024. Recent benchmarking of
 
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
 
six months
 
of employment,
 
full-time employees

who
 
meet
 
eligibility
 
requirements may
 
elect
 
to
 
participate
 
in
 
our
 
KSOP
 
retirement
 
plan,
 
which
 
offers
 
a
 
range
 
of
 
investment

alternatives and includes many positive
 
features, such as automatic
 
enrollment with scheduled automatic contribution increases

and
 
loan
 
provisions.
 
Regardless
 
of
 
the
 
employees’
 
elections
 
to
 
contribute
 
to
 
the
 
KSOP,
 
the
 
Company
 
contributes
 
shares
 
of

Company stock or cash equivalent at 3% of participants’ eligible compensation for each pay period that hours are worked.

We

provide
 
extensive
 
training
 
and
 
development related
 
to
 
safety,
 
regulatory
 
compliance,
 
and
 
task
 
training.

We

invest
 
in

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
 
the 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

we exercise responsible
 
natural resource
 
stewardship and
 
conservation. We
 
published our most
 
recent sustainability report for

our fiscal 2024 in July 2025, 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

We
 
maintain
 
a
 
website
 
at
 
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 or

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
 
we
 
file
 
them
 
with,
 
or
 
furnish
 
them
 
to,
 
the
 
SEC.
 
In
 
addition,
 
the
 
SEC
 
maintains
 
a
 
website
 
at

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
 
of
 
operations
 
are
 
subject
 
to
 
numerous
 
risks
 
and
 
uncertainties,
 
many
 
of
 
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
 
of
 
Financial
 
Condition
 
and
 
Results
 
of

Operations,
 
in
 
making
 
any
 
investment
 
decisions
 
with
 
respect
 
to
 
our
 
securities. Additional
 
risks
 
or
 
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 of

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
 
of
 
constrained
 
supply,
 
such
 
as
 
during
 
outbreaks
 
of
 
highly
 
pathogenic
 
avian
 
influenza

(“HPAI”).
 
During
 
times
 
when
 
prices
 
are
 
high,
 
the
 
egg
 
industry
 
has
 
typically
 
geared
 
up
 
to
 
produce
 
more
 
eggs,
 
primarily
 
by

14

increasing the number of 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

of
 
our
 
sales
 
and
 
operating
 
results
 
between
 
different
 
quarters
 
within
 
a
 
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 53%
 
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, agricultural,
 
energy and
 
trade policies
 
in the
 
U.S. and
 
internationally,
 
and global

instability, including as
 
a result of the war in Ukraine,
 
the conflicts involving Israel and Iran and
 
attacks on shipping in the Red

Sea. For example, while
 
feed costs declined during
 
fiscal 2025, we saw
 
higher prices for corn
 
and soybean meal over
 
the last five

fiscal years 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. Recent HPAI outbreaks in the

U.S. caused
 
significant depopulation
 
of U.S.
 
commercial table
 
egg layer
 
flocks, lower
 
shell egg
 
supplies and
 
higher shell
 
egg

prices. During the third
 
and fourth quarters of
 
fiscal 2024, we experienced
 
HPAI outbreaks within our facilities located in
 
Kansas

and Texas,
 
which are now
 
fully operational. For
 
additional information, refer
 
to

Part II. Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations – HPAI

.

We
 
maintain controls
 
and procedures
 
designed to
 
reduce the
 
risk of
 
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 be

materially and adversely affected.

Shell
 
eggs
 
and
 
shell
 
egg
 
products
 
are
 
susceptible to
 
microbial
 
contamination, and
 
we
 
may
 
be
 
required
 
to,
 
or
 
we
 
may

voluntarily, recall contaminated products.

Shell eggs
 
and shell
 
egg products
 
are vulnerable
 
to contamination by
 
pathogens such
 
as Salmonella
 
Enteritidis. 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 by
 
the FDA
 
“Prevention of
 
Salmonella Enteritidis
 
in Shell
 
Eggs During
 
Production, Storage,
 
and

Transportation,” and the FDA’s
 
Food Safety Modernization Act. Shipment of contaminated products, even if inadvertent, could

15

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.
 
We
 
have
 
little,
 
if
 
any,
 
control
 
over
 
proper
 
handling
 
once
 
the
 
product
 
has
 
been
 
shipped
 
or

delivered. In
 
addition,
 
products
 
purchased
 
from
 
other
 
producers
 
could
 
contain
 
contaminants
 
that
 
might
 
be
 
inadvertently

redistributed by us. This has occurred in the past and we were
 
required to recall eggs redistributed to our customers. 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 in many cases such insurance is
 
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,
 
delivery

expenses, construction materials and equipment, including as a result of inflation and tariffs.

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.
 
Changes in U.S. trade and
 
tariffs policies may cause higher costs

for construction materials, equipment, packaging and other
 
items. Increases in these costs are
 
largely outside of our control
 
and

could have a material 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
 
of
 
other
 
businesses engaged
 
in
 
the production
 
and sale
 
of
 
shell
 
eggs, with
 
a priority
 
on
 
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,

as
 
most
 
production
 
of
 
shell
 
eggs
 
by
 
other
 
companies
 
in
 
our
 
markets
 
currently
 
does
 
not
 
meet
 
customer
 
demands
 
or
 
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
 
or
 
legal
 
requirements
 
for
 
cage-free
 
eggs
 
were
 
to
 
change,
 
the
 
resulting
 
lack
 
of

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.

No
 
assurance can
 
be
 
given
 
that
 
businesses
 
we
 
acquire
 
in
 
the
 
future
 
will
 
contribute
 
positively
 
to
 
our
 
results
 
of
 
operations
 
or

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

to
 
use
 
a
 
portion
 
of
 
our
 
available cash
 
or
 
credit
 
facility
 
to
 
consummate
 
the
 
acquisition.
 
To
 
the
 
extent
 
we
 
issue
 
shares
 
of
 
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.

16

We
 
may
 
not
 
realize
 
the
 
anticipated
 
benefits
 
of
 
our
 
acquisition
 
of
 
Echo
 
Lake
 
Foods
 
and
 
our
 
strategy
 
to
 
diversify
 
our

product mix to include more prepared foods.

As discussed
 
elsewhere in
 
this report,
 
we completed
 
our acquisition
 
of Echo
 
Lake Foods
 
on June
 
2, 2025.
 
Although we
 
had

already diversified our business
 
with some prepared foods
 
product offerings, the
 
acquisition of Echo Lake
 
Foods represented a

significant expansion of
 
this strategy.
 
Accordingly, we
 
may experience unexpected
 
challenges in integrating
 
and managing the

business of
 
Echo Lake
 
Foods. Integrating
 
Echo Lake
 
Foods’ business
 
may be
 
more costly
 
or time
 
consuming than
 
we expect.

Even if
 
the business
 
of Echo
 
Lake Foods
 
is successfully
 
integrated, we
 
may not
 
realize the
 
benefits we
 
expect from
 
the acquisition,

including the
 
synergies, cost
 
savings, reduction
 
in earnings
 
volatility,
 
margin expansion,
 
financial returns,
 
expanded customer

relationships, or sales
 
or growth opportunities.
 
Our experience managing
 
prepared foods businesses
 
is much more
 
limited than

our experience managing
 
our shell egg
 
and egg products
 
businesses, and our
 
strategy to diversity
 
our product mix
 
to include more

prepared foods may not produce the
 
favorable financial and other results
 
that we anticipate. For additional information
 
regarding

our
 
acquisition of
 
Echo Lake
 
Foods, see

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

Results of Operations - Acquisitions

and