calm2026053010K
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 30, 2026
☐
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 28, 2025,
which was the date of
the last business day of the registrant’s
most recently completed second fiscal quarter,
was $
3,825,418,582
.
As of July 22, 2026,
46,917,080
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
Annual Report on Form 10-K is incorporated herein by reference
from the registrant’s
Definitive
Proxy Statement for
its 2026 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 Annual Report on Form 10-K.
3
TABLE
OF CONTENTS
Item
Page
Number
Part I
FORWARD-LOOKINGSTATEMENTS
1.
Business
4
1A.
Risk Factors
14
1B.
UnresolvedStaffComments
25
1C.
Cybersecurity
25
2.
Properties
26
3.
Legal Proceedings
26
4.
Mine SafetyDisclosures
26
Part II
5.
MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuer
Purchasesof EquitySecurities
26
6.
Reserved
28
7.
Management’sDiscussion and Analysis of FinancialCondition andResults of Operations
28
7A.
QuantitativeandQualitativeDisclosures About MarketRisk
38
8.
FinancialStatementsandSupplementaryData
40
9.
Changes in andDisagreements with Accountantson Accounting and Financial Disclosure
72
9A.
Controls andProcedures
72
9B.
Other Information
74
9C.
Disclosure RegardingForeign JurisdictionsThatPrevent Inspections
74
Part III
10.
Directors, ExecutiveOfficersandCorporateGovernance
74
11.
ExecutiveCompensation
74
12.
SecurityOwnershipofCertainBeneficialOwnersandManagementandRelated
StockholderMatters
75
13.
CertainRelationshipsandRelatedTransactions,andDirector Independence
75
14.
Principal AccountantFees andServices
75
Part IV
15.
ExhibitandFinancialStatementSchedules
75
16.
Form 10-K Summary
77
Signatures
78
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
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
am
ount
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) changes
in wholesale shell egg market
prices, (iii) changes in the demand
for shell eggs and our prepared foods
offerings,
(iv) increases
in feed
costs
for our
shell egg
operations
as well
as increases
in input
costs for
prepared foods,
(v)
our
ability
to
predict
and
meet
demand
for cage
-free and
other
specialty
eggs, (vi) the
risks and
hazards
inherent
in 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