CALMNasdaq

CAL-MAINE FOODS INC

Agricultural Prod-Livestock & Animal Specialties · DE · CIK 16160

CAL-MAINE FOODS INC produces and sells shell eggs, with operations impacted by feed costs and avian diseases

red 8-K · 90d

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$3.70B

Market cap

$79.34

Last close

-1.1%

+4.4%

736K

Volume

Price · last 39 sessions+6.1%

May 4L $74.46 · H $80.23Jun 29

356

Total filings

Jun 23, 2026

Last filing

05/30

Fiscal year end

All 8-K · 178 10-Q · 70 DEF 14A · 25 10-K · 23 SC 13G · 23 11-K · 13 DEFA14A · 10 10-Q/A · 6

Insider Activity

In the 90 days to Oct 2, 2025: 1 insider bought $259K.

Date	Insider	Action	Shares	Price	Value
Oct 2, 2025	Lombardo Keira LChief Strategy Officer	Buy	1,823	$92.40	$168K
Oct 2, 2025	Lombardo Keira LChief Strategy Officer	Buy	500	$92.22	$46K
Oct 2, 2025	Lombardo Keira LChief Strategy Officer	Buy	267	$92.37	$25K
Oct 2, 2025	Lombardo Keira LChief Strategy Officer	Buy	110	$92.39	$10K
Oct 2, 2025	Lombardo Keira LChief Strategy Officer	Buy	100	$92.18	$9K

Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.

What Changed

Risk factors · Jul 23, 2024 → Jul 22, 2025

87 added · 89 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

We have expanded our 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.
In addition, on July 9, 2025, the DOJ filed a lawsuit against the State of California alleging that California’s cage-free laws “impose burdensome red tape on the production of eggs and poultry products nationally in violation of the Supremacy Clause of 19 the U.S.
In March 2025, we received a civil investigative demand in connection with a widely publicized investigation by the Antitrust Division of the Department of Justice (“DOJ”) into the causes behind nationwide increases in egg prices.
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.
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.
Persistent high-price cycles and the 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.
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.
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 Secretary’s five-pronged strategy includes an additional $500 million for biosecurity measures, $400 million in financial relief for affected farmers, and $100 million for vaccine research, actions to reduce regulatory burdens, and exploring temporary egg import options.
The outcome of this litigation could further complicate and the cage-free egg landscape and affect our ability to successfully navigate these issues.
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.

No longer disclosed

Baker controls the vote of 100% of our outstanding Class A Common Stock, except that certain extraordinary matters requiring the vote of the Company’s stockholders such as a merger or amendment of the Company’s Second Amended and Restated Certificate of Incorporation require joint approval of Mr.
As a result of this ownership, the Family has the ability to exert substantial influence over matters requiring action by our stockholders, including amendments to our certificate of incorporation and by-laws, the election and removal of directors, and any merger, consolidation, or sale of all or substantially all of our assets, or other corporate transactions.
Delaware law provides that the holders of a majority of the voting power of shares entitled to vote must approve certain fundamental corporate transactions such as a merger, consolidation and sale of all or substantially all of a corporation’s assets; accordingly, such a transaction involving us and requiring stockholder approval cannot be effected without the approval of the Family.
Such ownership will make an unsolicited acquisition of our Company more difficult and discourage certain types of transactions involving a change of control of our Company, including transactions in which the holders of our Common Stock might otherwise receive a premium for their shares over then current market prices.
For additional information, refer to Exhibit 4.1 to this Annual Report on Form 10-K, “Description of Registrant’s Securities Registered Under Section 12 of the Exchange Act.” The price of our Common Stock may be affected by the availability of shares for sale in the market, and you may experience significant dilution as a result of future issuances of our securities, which could materially and adversely affect the market price of our Common Stock.
Increases in these costs are largely outside of our control and have an adverse effect on our profitability and cash flow. 15 BUSINESS AND OPERATIONAL RISK FACTORS Our acquisition growth strategy subjects us to various risks.
Subsequent to the end of our 2024 fiscal year, we acquired our 25 th business when we purchased substantially all the assets of ISE America, Inc. and certain of its affiliates, relating to their commercial shell egg production and processing business.
In 2023, our sales (including sales through affiliates) represented approximately 50% of EB branded eggs and 45% of Land O’ Lakes® branded eggs nationwide. 9 Our Farmhouse Eggs ® brand eggs are produced at our facilities by hens that are provided with a vegetarian diet.
Since the HPAI outbreaks in 2015, there were no reported significant outbreaks of HPAI in the commercial table egg layer flocks in the U.S. until the February – December 2022 time period and then again beginning in November 2023.
During the third and fourth quarters of our fiscal 2024, we experienced HPAI outbreaks within our facilities located in Kansas and Texas, resulting in total depopulation of 3.1 million laying hens and 577,000 pullets.
Shell egg prices have also risen during periods of constrained supply, such as the latest highly pathogenic avian influenza (“HPAI”) outbreak that was first detected in domestic commercial flocks in February 2022.
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.

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