CALM 10-K & 10-Q changes, risk factors and insider trading
Cal-maine Foods Inc. · Nasdaq · Agricultural Prod-Livestock & Animal Specialties · CIK 16160 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Freedoms of Animal”
New heading “Marketing and Distribution”
New heading “Sunups® and Sunny Meadow®”
New heading “4Grain®, Egg -Land's Best® and Land”
New heading “Van's® and Crepini®”
New heading “Our business to numerous risks and uncertainties, many of which are beyond our control.”
New heading “a description known condition or results of operations.”
New heading “They should be considered carefully, in addition to the information set forth elsewhere in this on Form”
New heading “10-K, including”
New heading “Condition and Results of Operations, making any investment decisions securities.”
New heading “Additional risks or that are not currently known to us, that we are aware of but currently deem to be immaterial or that could apply to any company could also materially our business, financial condition or results of operations.”
New heading ““Forward -Looking”
New heading “Statements” at the beginning of this report.”
New heading “Market of wholesale eggs are volatile and decreases in these had, and in future may have, a on our revenues and profits.”
New heading “decline for shell our prepared have had, may have our business.”
New heading “Increases input materials, equipment, a result tariffs have,”
New heading “Agricultural risks, of avian as HPAI, have harmed future could harm”
New heading “Our shell eggs, prepared and egg are susceptible to contamination, and we be required or we may voluntarily, recall contaminated products.”
New heading “AND OPERATIONAL”
New heading “Disruptions of key channels, could our business and”
New heading “The sophistication and buying power of certain of our customers, their ability to expand private-label could adversely our pricing, margins of operations.”
New heading “arrangements key customers our revenues, gross profits and net income.”
New heading “to high egg prices, by state federal government agencies, may also adversely impact our business.”
New heading “Labor shortages of operations.”
New heading “Global or regional health crises including pandemics or epidemics could have a material and operations.”
New heading “we may incur significant costs to comply with any current or future regulations.”
New heading “Events extreme weather, disasters changing climate responses may have of operations.”
Removed heading “Industry Background”
Removed heading “Prices for Shell Eggs”
Removed heading “Shell Egg Production”
Removed heading “Egg Products and Prepared Foods”
Removed heading “Growth Strategy”
Removed heading “Farmhouse Eggs®”
Removed heading “Egg-Land's Best”
Removed heading “Rights Statement.”
Removed heading “Health and Safety”
Removed heading “RISK FACTORS numerous uncertainties, many beyond control. The following is a description of the known factors that may materially affect our business, financial condition or of operations. They should be considered carefully, in addition to the information set forth elsewhere in this Annual”
Removed heading “Operations, making decisions respect securities. Additional uncertainties 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.”
Removed heading “INDUSTRY RISK FACTORS”
Removed heading “Market prices of wholesale shell eggs are volatile, and decreases in these prices can adversely impact our revenues profits.”
Removed heading “A decline in consumer demand for shell eggs can negatively impact our business.”
Removed heading “Feed costs are volatile and increases in these costs can adversely impact our results of operations.”
Removed heading “Agricultural risks, including outbreaks of avian diseases such as”
Removed heading “HPAI, have harmed and in the future could harm our business.”
Removed heading “Shell susceptible to microbial contamination, and voluntarily, recall contaminated products.”
Removed heading “profitability impacted increases input packaging materials, delivery expenses, construction materials and equipment, including as a result of inflation and tariffs.”
Removed heading “realize anticipated benefits acquisition”
Removed heading “Echo strategy diversify product mix to include more prepared foods.”
Removed heading “The recent high market prices for eggs, primarily caused by the”
Removed heading “Labor shortages or increases in labor costs could adversely impact our business and results of operations.”
Removed heading “Climate change and legal or regulatory responses may have an adverse impact on our business and results of operations.”
Removed heading “Farmhouse Eggs®”
Removed heading “Events beyond our control such as extreme weather and natural disasters could negatively impact our business.”
Removed heading “The loss of controlled company status could disrupt our business.”
Largest changes
“Factors and elsewhere in this report well as those included in other reports we file from time to time with 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 (including disease, pests, weather conditions, recall), but limited 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. …”see in full comparison
“profitability impacted increases input packaging materials, delivery expenses, construction materials and equipment, including as a result of inflation and tariffs.”see in full comparison
“Increasing frequency of severe weather events, whether tied to climate change or any other cause, may negatively impact ability to raise poultry and produce eggs profitably or to operate our transportation and logistics supply chains. Regulatory and market pricing may drive the 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. …”see in full comparison
“In March 2025, we received a civil investigative demand in connection with a widely publicized investigation Antitrust Division Department of Justice (“DOJ”) into the causes behind nationwide increases in egg prices. In persistent cause some consumers fewer Persistent high-price cycles existence of the DOJ investigation may also increase attention on the egg industry, and the Company specifically, by state and federal government agencies, which may lead to additional government investigations or related activities. …”see in full comparison
“supply and demand factors, transportation and storage costs, speculators, agricultural, energy and trade policies 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. …”see in full comparison
see in full comparisonSuchInlawsuits, investigations and otheraddition, legalmatters are expensive to respond defend, divert management’s attention, adverse judgments, penalties settlements. Legalproceedingsmayexpose us to negative publicity, all of which couldadverselyhaveaffecta material on ourbusinessbusiness, condition, result of operations, reputationand customerpreference for our productsandbrands.
Full comparison: every changed paragraph (885)
Factors and elsewhere in this report well as those included in other reports we file from time to time with 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 (including disease, pests, weather conditions, recall), but limited current outbreak of HPAI affecting poultry in the U.S., Canada and other countries that was first detected in commercial flocks in the U.S. in November 2023 and that first impacted our flocks in December 2023, (iii) changes in the demand for and market prices of shell eggs and feed costs, (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 the business of Echo and realize the expected benefits of the acquisition, including synergies, cost savings, reduction in earnings volatility, margin expansion, financial returns, expanded relationships, or sales or opportunities, (vii) ability to retain existing customers, acquire new grow mix offerings, (viii) impacts impacts of government, customer and consumer reactions to recent high market prices for eggs, (ix) potential impacts to 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 potential changes in inflation, interest rates and trade and tariff policies, (xi) adverse results pending litigation legal matters, (xii) global instability, including as a result war in Ukraine, the conflicts involving Israel and Iran, and attacks on shipping in the Red Sea. The actual timing, number and value of shares repurchased under our share repurchase program will be determined by management in its discretion and will depend on a number of factors, including but not limited to, the market price of our Common general market and economic conditions.
The share 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.
ITEM 1.
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 reliable supplier consistent, quality fresh States.
operating approach is built around operational excellence, a "Culture of Sustainability" and creating value for our stockholders, customers, team members and communities. We sell most products throughout much of the United States (“U.S.”)
aim maintain efficient, state-of-the-art located close customers.
founded headquartered in Ridgeland,
Mississippi.
The Company has one operating and one reporting segment, which is the production, packaging, marketing and distribution of shell eggs, egg products and prepared foods. 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 May
31, 2025 consisted of
48.3 million layers and 11.5 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.
We believe that one of our important competitive advantages 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 and prepared foods.
While a small part of our current business, demand for the free-range and pasture-raised eggs we produce and sell continues to grow. They represent attractive offerings to a subset of consumers, and therefore our customers, and help us serve as the trusted provider of quality food choices. We have expanded prepared foods product offerings, including with our strategic investment in Crepini Foods, LLC in September 2024, and our acquisition of Echo Lake Foods, LLC (formerly Echo Lake Foods, Inc.) and certain related companies (collectively “Echo Lake Foods”) subsequent to the end of our 2025 fiscal year.
Throughout history, businesses industry.
Since
1989, integrated 25 businesses. Subsequent to the end of our 2025 fiscal year, we acquired our 26 th business when we purchased Echo Foods.
recent acquisitions, refer
Part II. Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations - Acquisitions and Part 8. Notes to Consolidated Financial Statements, Note 17 - Subsequent Events When “we,” “us,” “our,” “Company” this report, mean subsidiaries, unless otherwise indicated or the context otherwise requires. The fiscal year-end 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 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 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 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 increases basically in line with the overall population growth;
however, specific events can supply consumption particular period, occurred with the 2015 HPAI outbreak, the COVID-19 pandemic (particularly during 2020), and the most recent HPAI outbreaks starting early 2022.
household penetration
97%.
USDA’s
Economic Research
Service, estimated annual per capita consumption
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.
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 and outbreaks of agricultural diseases such as HPAI.
believePrices for Shell Eggs sales prices are a critical component of revenue shell egg prices are volatile, cyclical, and impacted by a number of factors, consumer demand, the number and productivity of laying hens in U.S. and of agricultural 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.
grain-based or variations of cost plus arrangements are also commonly utilized.
Wholesale prices for cage-free eggs are also quoted by independent sources such as UB and the USDA. There is no independently quotedwholesale wholesalemarket price for other specialty shell eggs such as nutritionally enhanced, organic, pasture-raisepasture -raise and free-range Specialty eggs are typically sold at prices and terms negotiated directly with customers and in the case of cage-freecage -free eggs, can be sold at prices that take into account one of the independently quoted markets.
Historically, prices for specialty eggs have generally higher due to customer and consumer willingness to pay more for specialty eggs.
TheHistorically, prices for specialty eggs have generally been higher due to customer willingness more for weekly average price for the southeast region for large white conventional shell eggs as quoted by UB is shown below fiscal quarter for the past three fiscal years along with the five-year average price.price past five The actual shell egg 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 byaccount many factors. As further discussed 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.
discussed
Part II. Item 7.
Management’s Discussion and Analysis – Results of Operations , egg prices in fiscal 202 through fiscal were significantly 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, one of the independently quoted regional wholesale market prices for shell eggs, formulasour relatedcosts of production, grain-basedsuch andas variationsgrain-based, cost-plus arrangements,or hybrid modelswhich includinginclude elements of cost productionof and wholesale marketAlmost prices.priced pricing frameworks hybrid described above, split almost evenly between such frameworks.
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 shell eggs are priced and sold under frameworks that doare notbased utilizeon market-basedcost formulas,of production, although we do have some customers that prefer market-basedmarket -based pricing for cage-free eggs.cage-eggs. As a result, specialty egg prices typically do not fluctuate as much as conventional pricing.shell Weegg do not sell eggs directly to consumers or set the prices at which eggs are sold to consumers.prices.
sell eggs directly to or set the prices at which eggs are sold to consumers.
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.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.
WeEgg Production is a primary cost component of shell routinely fill our feed storage bins during harvest season when prices for feed ingredients, primarilyingredients corn and to a lesser extent soybean meal, are generally lower.
Management's Discussion & Analysis (MD&A)
New heading “Freedoms of Animal”
New heading “Marketing and Distribution”
New heading “Sunups® and Sunny Meadow®”
New heading “4Grain®, Egg -Land's Best® and Land”
New heading “Van's® and Crepini®”
New heading “Our business to numerous risks and uncertainties, many of which are beyond our control.”
New heading “a description known condition or results of operations.”
New heading “They should be considered carefully, in addition to the information set forth elsewhere in this on Form”
New heading “10-K, including”
New heading “Condition and Results of Operations, making any investment decisions securities.”
New heading “Additional risks or that are not currently known to us, that we are aware of but currently deem to be immaterial or that could apply to any company could also materially our business, financial condition or results of operations.”
New heading ““Forward -Looking”
New heading “Statements” at the beginning of this report.”
New heading “Market of wholesale eggs are volatile and decreases in these had, and in future may have, a on our revenues and profits.”
New heading “decline for shell our prepared have had, may have our business.”
New heading “Increases input materials, equipment, a result tariffs have,”
New heading “Agricultural risks, of avian as HPAI, have harmed future could harm”
New heading “Our shell eggs, prepared and egg are susceptible to contamination, and we be required or we may voluntarily, recall contaminated products.”
New heading “AND OPERATIONAL”
New heading “Disruptions of key channels, could our business and”
New heading “Our largest have accounted for a significant portion of our net sales, and the loss of, reduced purchases by, pricing pressure from, one or more of such customers could”
New heading “The sophistication and buying power of certain of our customers, their ability to expand private-label could adversely our pricing, margins of operations.”
New heading “High market prices for eggs, primarily caused by HPAI-related reductions in supply, have led to pressure from customers to change long-standing market-based pricing frameworks and/or otherwise the price of our eggs and may do so future.”
New heading “arrangements key customers our revenues, gross profits and net income.”
New heading “to high egg prices, by state federal government agencies, may also adversely impact our business.”
Removed heading “Industry Background”
Removed heading “Prices for Shell Eggs”
Removed heading “Shell Egg Production”
Removed heading “Egg Products and Prepared Foods”
Removed heading “Growth Strategy”
Removed heading “Farmhouse Eggs®”
Removed heading “Egg-Land's Best”
Removed heading “Rights Statement.”
Removed heading “Health and Safety”
Removed heading “RISK FACTORS numerous uncertainties, many beyond control. The following is a description of the known factors that may materially affect our business, financial condition or of operations. They should be considered carefully, in addition to the information set forth elsewhere in this Annual”
Removed heading “Operations, making decisions respect securities. Additional uncertainties 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.”
Removed heading “INDUSTRY RISK FACTORS”
Removed heading “Market prices of wholesale shell eggs are volatile, and decreases in these prices can adversely impact our revenues profits.”
Removed heading “A decline in consumer demand for shell eggs can negatively impact our business.”
Removed heading “Feed costs are volatile and increases in these costs can adversely impact our results of operations.”
Removed heading “Agricultural risks, including outbreaks of avian diseases such as”
Removed heading “HPAI, have harmed and in the future could harm our business.”
Removed heading “Shell susceptible to microbial contamination, and voluntarily, recall contaminated products.”
Removed heading “profitability impacted increases input packaging materials, delivery expenses, construction materials and equipment, including as a result of inflation and tariffs.”
Removed heading “realize anticipated benefits acquisition”
Removed heading “Echo strategy diversify product mix to include more prepared foods.”
Largest changes
“profitability impacted increases input packaging materials, delivery expenses, construction materials and equipment, including as a result of inflation and tariffs.”see in full comparison
“supply and demand factors, transportation and storage costs, speculators, agricultural, energy and trade policies 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. …”see in full comparison
“Our shell eggs, prepared and egg are susceptible to contamination, and we be required or we may voluntarily, recall contaminated products.”see in full comparison
“In addition to feed ingredient costs, other significant input costs include costs of packaging materials and delivery expenses. Our packing materials increased during the past three fiscal years due to inflation and higher labor costs, and during also as a result of supply chain constraints initially caused by the pandemic, and these costs may continue to increase.”see in full comparison
“Shell susceptible to microbial contamination, and voluntarily, recall contaminated products.”see in full comparison
“Increases input materials, equipment, a result tariffs have,”see in full comparison
Full comparison: every changed paragraph (594)
Financial Condition and Results of Operations - Acquisitions and Part 8. Notes to Consolidated Financial Statements, Note 17 - Subsequent Events When “we,” “us,” “our,” “Company” this report, mean subsidiaries, unless otherwise indicated or the context otherwise requires. The fiscal year-end 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 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 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 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 increases basically in line with the overall population growth;
however, specific events can supply consumption particular period, occurred with the 2015 HPAI outbreak, the COVID-19 pandemic (particularly during 2020), and the most recent HPAI outbreaks starting early 2022.
household penetration
97%.
USDA’s
Economic Research
Service, estimated annual per capita consumption
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.
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 and outbreaks of agricultural diseases such as HPAI.
believe the majority of conventional shell eggs sold in 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 specialty nutritionally enhanced, organic, pasture-raise free-range 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 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 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, one of the independently quoted regional wholesale market prices for shell eggs, formulasour relatedcosts of production, grain-basedsuch andas variationsgrain-based, cost-plus arrangements,or hybrid modelswhich includinginclude elements of cost productionof and wholesale marketAlmost prices.priced pricing frameworks hybrid described above, split almost evenly between such frameworks.
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 shell eggs are priced and sold under frameworks that doare notbased utilizeon market-basedcost formulas,of production, although we do have some customers that prefer market-basedmarket -based pricing for cage-free eggs.cage-eggs. As a result, specialty egg prices typically do not fluctuate as much as conventional pricing.shell Weegg do not sell eggs directly to consumers or set the prices at which eggs are sold to consumers.prices.
sell eggs directly to or set the prices at which eggs are sold to consumers.
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.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.
WeEgg Production is a primary cost component of shell routinely fill our feed storage bins during harvest season when prices for feed ingredients, primarilyingredients corn and to a lesser extent soybean meal, are generally lower.
currently have to store 242 tons of corn meal, and we replenish these stores as needed the year.
To ensure continued availability of feed ingredients, we may enter into contracts for purchases of corn and soybean meal, and as part of these contracts, we may lock-in the basis portion grain purchases several months in advance.
Basis is the difference between the local cash price for grain and the applicable futures price.
difference can be due to transportation costs, storage costs, supply and demand, local conditions 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, do enter long-term contracts beyond 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 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 20252026 were 2.12.2 million tons of finished feed, of which we manufactured 1.92.1 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.
To ensure of feed ingredients enter into contracts for future purchases of corn and meal, as part contracts, lock-in the basis portion grain purchases several in advance Basis is the grain the applicable futures price.
costs, storage costs, supply and demand, local conditions and other factors.
A basis contract is a common transaction the grain allows us lock-in basis level specific wait set futures later due to the more limited supply for organic ingredients, commit to purchase organic ingredients in advance to help ensure supply.
Ordinarily, we do not enter into long-term to purchase corn and soybean meal or hedge against increases in the meal.
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 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:
the vast majority of our corn and soybean
U.S sources but be forced internationally when U.S. supplies are not readily available.
grains adequate sources
U.S. As point reference, multi-year comparison of daily closing prices per Chicago of Trade for each in our fiscal years 202 2-2026 is shown below for corn and meal:
Our percentage of dozens to sold was 92.1 total shell eggs sold in fiscal 2026.
supplement through purchases of eggs from other when needed
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 2025,2026, 90.8% of our production90.0 came from Company-ownedCompany facilities,-owned and10.0% 9.2% from contractcame producers.
Thefamily majority contract production is with family-owned-owned farms for organic, pasture-raised-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 of shell eggs a source of baby chicks for laying flock replacement.
supply the chicks breeder farms hatch hatcheries a computer -controlled environment obtain from commercial sources.
The chicks are grown in our own pullet farms and are placed into the laying flock once they reach maturity.
The commercial production of shell eggs requires a source of baby chicks for laying flock replacement. We supply the majority chicks from our breeder farms and hatch them in our hatcheries computer-controlled environment and obtain 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
After eggs are produced, they are cleaned, graded and packaged. Substantially all our farms have modern “in-line” facilities which mechanically gather, clean, grade package location where they laid.
in-line generate efficiencies cost savings eggs produced non-in-line facilities, which that process eggs that laid at one location and transported to a separate in-line facilities also produce a higher percentage of USDA Grade A eggs, which sell at higher prices, compared to eggs that are either not graded or lower grade Eggs produced on farms owned by contract producers are brought to our processing plants to be graded packaged.
What changed in the latest 10-Q
Risk Factors
New heading “Pronouncements and”
New heading “ITEM 3. QUANTITATIVE”
New heading “AND QUALITATIVE”
New heading “Controls and Procedures”
New heading “Changes in Internal”
New heading “II. OTHER INFORMATION”
Largest changes
“$7.37 per basic and $7.34 per diluted common share, compared to net income attributable to Cal-Maine of $877.6 million or $17.99 per basic and $17.92 per diluted common share, for the same period of fiscal LIQUIDITY AND CAPITAL RESOURCES Working Capital and Current Ratio working capital $1.5 $1.7 May 31, calculation working capital is defined as current assets less current liabilities.”see in full comparison
“Current indications for corn and soybean project a favorable stocks-to-use ratio for us near the levels prevailing today remainder of fiscal 2026; however, as long as outside factors remain uncertain (including trade and tariff negotiations, weather patterns and global supply chain disruptions), volatility could remain.”see in full comparison
Full comparison: every changed paragraph (715)
set forth in Part I Item
1A Risk Factors of our 202
Report, as well included in other we file from with the Securities and Commission (the “SEC”) (including Quarterly Reports Form 10-Q Current Reports Form 8-K). The timing, will be in its discretion depend limited to, price of Stock economic conditions.
suspended, modified discontinued without prior notice.
Readers are cautioned not to place undue reliance on because, while we believe the assumptions which the are based are reasonable, there can be no assurance that these forward prove to be accurate.
Further, forward included herein are made only as respective dates thereof, or if no is stated, as hereof. Except as otherwise required by law, we disclaim intent or obligation update publicly these -looking statements, whether because of new information, events, or otherwise.
COMPANY
OVERVIEW (“Cal
Foods,”
“Company,”
“we,” “us,”
“our”) is the largest egg company
U.S.
leading player egg-based industry, headquartered in Ridgeland, Mississippi. With a strong national footprint, Cal- Maine Foods provides nutritious, affordable, sustainable protein to millions of households every day.
portfolio spans full ladder —from specialty, cage-free, nutritionally enhanced, organic, brown, pasture -raised free-range eggs—serving retail, foodservice industrial nationwide.
participates growing prepared sector, offerings pre-cooked egg patties, omelets, folded scrambled egg formats, eggs, pancakes, waffles, wraps. Our portfolio Best®, Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Van’s®, MeadowCreek Foods®, and Crepini®.
sell products diverse group located majority
U.S., including national regional grocery store chains, club stores, companies servicing independent supermarkets U.S., foodservice distributors serving restaurants, convenience stores, healthcare education facilities, hotels manufacturers our products as ingredients or inputs in further processing, we aim to maintain efficient, -of-the-art located close to our customers.
Our fiscal year ends on the
Saturday closest to May 31.
Each three-month periods ended on August 29, included 13 weeks. All references herein to a fiscal year or quarter means our fiscal year or quarter, as applicable, all references mean a calendar year.
strategy three primary priorities: expanding shell eggs and foods, pursuing disciplined growth through acquisitions leveraging our scale, vertical integration, operational excellence and strength.
results are impacted prices for eggs and grains (corn soybean meal), which are highly volatile, independent each other, out control.
Generally, higher prices for eggs have positive on our financial results while higher market prices for feed grains have a negative on our financial results.
sell our shell eggs under -based, hybrid, cost-plus pricing arrangements.
Hybrid arrangements incorporate both prices and costs.
Cost-plus arrangements on production costs and include grain-based pricing. Approximately half shell egg sales priced based prices. The remaining half are priced under hybrid and cost-plus arrangements, with grain-based pricing representing one form of cost-plus pricing.
Most shell egg sales priced based although some cage -free eggs are sold -based arrangements.
As a result, shell egg prices generally fluctuate less than prices.
We do not sell eggs directly to consumers or set retail egg prices.
historically highest fall winter months lowest summer months.
Prices for shell eggs fluctuate in response seasonal factors a natural increase in egg production spring and early summer.
Historically, prices tend start school tend highest prior holiday periods, particularly Thanksgiving, Christmas Easter.
As a result, we have historically experienced, experience future, lower shell egg selling prices, sales volumes and sales (and incurred, and incur future, losses) in our first and quarters ending in August/September May/June, For example, we incurred a net loss in the fourth quarter of fiscal 2026 and Additionally, when shell egg prices are significantly higher, resulting in higher sales volume shell eggs.
Because seasonal quarterly fluctuations, comparisons results different quarters within a single fiscal year necessarily meaningful comparisons.
Our industry greatly impacted several outbreaks
HPAI in recent years.
Following the HPAI outbreaks in 2015, there were no reported significant outbreaks of HPAI in the commercial egg layer flocks until February through 2022.
Thereafter, there were no HPAI cases affecting layers until November 2023.
Since 2023, outbreaks of HPAI continued occur in U.S. poultry flocks.
40.2
45.2 million commercial layer hens pullets were depopu lated HPAI, To date in 2026, through 28, 2026, 19.2 million layer hens pullets have been depopulated HPAI.
However, the recent recovery of the layer hen population in the U.S. appears to be outweighing the impact of depopulation.
An important competitive advantage for Cal -Maine Foods is our ability to meet our customers’ evolving needs with a favorable mix of private -label products of conventional shell eggs, including cage-free, nutritionally enhanced, organic, brown, pasture -raised and free-range eggs, as well as egg products.
previously operated as one segment. Effective in the fourth its operations organized three segments:
(1) Conventional
Shell Eggs; (2)
Shell Eggs; and (3) Prepared
Foods.
As we expanded offerings align how reviews operating results and makes decisions about resource allocation strategic initiatives. All prior fiscal year periods have been recast to reflect the new reportable segments, see Note 9 – Segment Reporting in Part I, Item 1. Notes Statements.
“Risk Factors” under the sub-heading “Legal and Regulatory Risk Factors.”
Throughout our history, we have other businesses in our industry.
Since 1989, we have integrated businesses.
During last completed made following acquisitions.
July 10, territory in
Northeast
$25 million. The gives the exclusive right to distribute sell
Egg-Land’s
Land
O’ Lakes® in Maine,
Management's Discussion & Analysis (MD&A)
Financial Condition and Results of Operations
3.
Full comparison: every changed paragraph (1)
3.
CALM insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-23 | Highfield Michael J |
Grant/award | 1,301 | — | — |
| 2026-06-23 | Fisackerly Haley |
Grant/award | 1,301 | — | — |
| 2026-04-17 | Wooley Dudley D |
Grant/award | 1,284 | — | — |
Well-known investors holding CALM (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,569,268 | $126.4M | 0.17% | Reduced 12% |
| Millennium Management (Israel Englander) | 2026-06-30 | 252,844 | $20.4M | 0.01% | Added 861% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 255,434 | $20.2M | — | Sold out |
| First Eagle Investment Management | 2026-06-30 | 67,000 | $5.4M | 0.01% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 48,825 | $3.9M | 0.0% | Reduced 23% |
| Two Sigma Investments | 2026-06-30 | 24,700 | $2.0M | — | Sold out |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 16,913 | $1.4M | 0.0% | Reduced 33% |
| Bridgewater Associates | 2026-06-30 | 2,487 | $200.4K | 0.0% | Reduced 2% |