calm2025053110K
1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM
10-K
☑
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended
May 31, 2025
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number:
001-38695
CAL-MAINE FOODS, INC.
(Exact name of registrant as specified in its charter)
Delaware
64-0500378
(State or other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
Mississippi
39157
(Address of principal executive offices) (Zip Code)
(
601
)
948-6813
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class:
Trading Symbol(s)
Name of each exchange on which registered:
Common Stock, $0.01 par value per share
CALM
The Nasdaq Global Select Market
Securities registered pursuant to Section 12 (g) of the Act:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.
Yes
☑
No
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
No
☑
Indicate by check mark whether the registrant
(1) has filed all reports required
to be filed by Section 13
or 15(d) of the Securities Exchange Act
of 1934 during the preceding
12 months (or for such
shorter period that the registrant
was required to file such
reports), and (2) has been
subject
to such filing requirements for the past 90 days.
Yes
☑
No
☐
Indicate by check mark
whether the registrant has
submitted electronically every Interactive
Data File required to
be submitted pursuant to
Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit
such files).
Yes
☑
No
☐
Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
a
smaller
reporting
company,
or an emerging
growth company.
See the
definitions of “large
accelerated filer,”
“accelerated filer,”
“smaller reporting
company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an
emerging
growth company,
indicate by
check mark
if the
registrant has
elected
not to
use the
extended transition
period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
☐
Indicate by
check mark
whether the registrant
has filed
a report on
and attestation
to its
management's assessment of
the effectiveness
of its
internal control over
financial reporting under
Section 404(b) of
the Sarbanes-Oxley Act
(15 U.S.C. 7262(b))
by the registered
public accounting
firm that prepared or issued its audit report.
☑
If securities are
registered pursuant
to Section 12(b)
of the Act,
indicate by
check mark whether
the financial
statements of the
registrant included
in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate
by
a
check
mark
whether
any
of
those
error
corrections
are
restatements
that
required
a
recovery
analysis
of
incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐
No
☑
The aggregate market value, as reported by
The Nasdaq Global Select Market, of
the registrant’s Common Stock, $0.01 par value, held by
non-
affiliates at November 29,
2024, which was the date
of the last business day of
the registrant’s most
recently completed second fiscal quarter,
was $
4,128,739,014
.
As of July 22, 2025,
48,497,477
shares of the registrant’s Common Stock, $0.01 par value, were outstanding.
2
DOCUMENTS INCORPORATED BY REFERENCE
The information called
for by Part III
of this Form 10-K
is incorporated herein
by reference from the
registrant’s Definitive
Proxy Statement
for its 2025
annual meeting of
stockholders which will be
filed pursuant to Regulation
14A not later than
120 days after the
end of the
fiscal
year covered by this report.
3
TABLE OF CONTENTS
Item
Page
Number
Part I
FORWARD-LOOKING STATEMENTS
1.
Business
4
1A.
Risk Factors
13
1B.
Unresolved Staff Comments
22
1C.
Cybersecurity
23
2.
Properties
24
3.
Legal Proceedings
24
4.
Mine Safety Disclosures
24
Part II
5.
MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuer
Purchases of Equity Securities
24
6.
Reserved
27
7.
Management’s Discussion and Analysis of FinancialCondition and Results ofOperations
27
7A.
Quantitative and Qualitative Disclosures About Market Risk
39
8.
Financial Statements and Supplementary Data
40
9.
Changes inand Disagreementswith Accountantson Accountingand FinancialDisclosure
66
9A.
Controls and Procedures
66
9B.
Other Information
68
9C.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
68
Part III
10.
Directors, Executive Officers and Corporate Governance
68
11.
Executive Compensation
68
12.
SecurityOwnershipofCertainBeneficialOwnersandManagementandRelated
Stockholder Matters
68
13.
Certain Relationships and Related Transactions, and Director Independence
68
14.
Principal Accountant Fees and Services
69
Part IV
15.
Exhibit and Financial Statement Schedules
69
16.
Form 10-K Summary
71
Signatures
72
4
PART
I.
FORWARD
-LOOKING STATEMENTS
This report contains numerous forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the
“Securities Act”)
and Section
21E of
the Securities
Exchange Act
of 1934
(the “Exchange
Act”) relating
to our
business, including
estimated future
production data,
expected construction
schedules, projected
construction costs,
potential future
supply of
and
demand for our
products, potential future
corn and soybean
price trends, potential
future impact on
our business of
the resurgence
in
United
States
(“U.S.”)
commercial
table
egg
layer
flocks
of
highly
pathogenic
avian
influenza
(“HPAI”),
potential
future
impact on our business of
inflation and changing interest rates, potential
future impact on our business
of new legislation, rules
or policies, potential outcomes
of legal proceedings, including
loss contingency accruals and
factors that may result
in changes
in the amounts recorded,
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
Item 1A. Risk
Factors and elsewhere
in this report
as
well as
those included
in other
reports we
file from
time to
time with
the Securities
and Exchange
Commission (the
“SEC”)
(including our Quarterly Reports
on Form 10-Q and Current
Reports on Form 8-K),
(ii) the risks and hazards
inherent in the shell
egg
business
(including
disease,
pests,
weather
conditions,
and
potential
for
product
recall),
including
but
not
limited
to
the
current outbreak of HPAI
affecting poultry in the U.S.,
Canada and other countries that was
first detected 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
Lake Foods
and realize
the expected
benefits of the
acquisition, including synergies, cost
savings, reduction in earnings
volatility, margin expansion, financial returns,
expanded
customer
relationships, or
sales or
growth
opportunities, (vii)
our
ability
to retain
existing customers,
acquire new
customers
and
grow
our
product
mix
including
our
prepared
foods
product
offerings,
(viii)
the
impacts
and
potential
future
impacts of
government, customer
and consumer
reactions to
recent high
market prices
for eggs,
(ix) potential
impacts to
our
business as a result of our Company ceasing to be a “controlled company” under the rules of The Nasdaq Stock
Market on April
14, 2025,
(x) risks
relating to
potential changes
in inflation,
interest rates
and trade
and tariff
policies, (xi)
adverse results
in
pending litigation
and other
legal matters,
(xii) global
instability, including as
a result
of the
war in
Ukraine, the
conflicts involving
Israel and
Iran, and
attacks on
shipping in
the Red
Sea. The
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.
ITEM 1.
BUSINESS
Our Business
We are the largest producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable producer
and
reliable
supplier
of
consistent,
high
quality
fresh
shell
eggs,