20
ITEM2.MANAGEMENT’S
DISCUSSION
ANDANALYSISOFFINANCIALCONDITIONANDRESULTSOF
OPERATIONS
The following shouldbe read inconjunction with Management’sDiscussion and Analysis ofFinancial Conditionand Results
of Operations included in Part II Item 7 of the Company’sAnnual Report on Form 10-K for its fiscal year ended May 31, 2025
(the “2025 Annual Report”), and theaccompanying financial statements andnotes included in Part IIItem 8 of the 2025 Annual
Report and in
of this Quarterly Report onForm 10-Q (“QuarterlyReport”).
This Quarterly Report contains numerousforward-looking statements within the meaning of Section27A of the SecuritiesAct
of 1933(the “Securities Act”)and Section21E oftheSecurities Exchange Actof 1934(the “Exchange Act”)relating toour
business,including potentialfuture supplyofanddemandforourproducts,potentialfuture cornandsoybeanpricetrends,
potentialfutureimpactonourbusinessofhighlypathogenicavianinfluenza(“HPAI”),estimatedfutureproductiondata,
expected construction schedules, projected construction costs, potential future impact on our business of inflation and changing
interestrates,potentialfutureimpactonourbusinessofnewlegislation,rulesorpolicies,potentialoutcomesoflegal
proceedings,includinglosscontingencyaccrualsandfactorsthatmayresultinchangesintheamountsrecorded,other
projected operating data, including anticipated results of operations and financial condition, and potential future cash returns to
stockholders including thetiming andamount ofany repurchases under ourshare repurchase program.Such forward-looking
statementsareidentifiedbytheuseofwordssuchas“believes,”“intends,”“expects,”“hopes,”“may,”“should,”“plans,”
“projected,”“contemplates,”“anticipates,”orsimilarwords.Actualoutcomesorresultscoulddiffermateriallyfromthose
projected in the forward-looking statements. The forward-looking statements are based onmanagement’s current intent, belief,
expectations, estimates, and projections regarding the Companyand its industry.These statements are not guarantees offuture
performance and involve risks, uncertainties, assumptions, and other factors that are difficult topredict and may be beyond our
control. Thefactors thatcould cause actualresults todiffer materiallyfrom those projectedin theforward-looking statements
include, among others, (i) the risk factorsset forth in Part I Item 1A Risk Factors of our 2025 Annual Report, as updated in Part
II Item1A ofour quarterly reporton Form 10-Qfor the quarterended November 29,2025, aswell as thoseincluded inother
reports we file from time to time with the United StatesSecurities 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
preparedfoodsoperations(including,asapplicable,disease,pests,weatherconditions,andpotentialforproductrecall),
including but not limited to the currentoutbreak of HPAI affecting poultry in the U.S., Canada and other countriesthat was first
detected incommercial flocksintheU.S.inFebruary 2022and thatimpacted ourflocks inthethirdand fourthquarters of
fiscal 2024 and again inMarch 2026, (iii) changesin the demand forand market prices ofshell eggs and feedcosts as well as
increase in input costs for prepared foods,(iv) our ability to predict and meet demand for cage-free andother specialty eggs, (v)
risks,changes, orobligations thatcould resultfrom ourrecent orfuture acquisitionof newflocks orbusinesses, suchas our
acquisitionofEchoLakeFoodscompletedJune2,2025,andrisksorchangesthatmaycauseconditionstocompletinga
pending acquisition notto be met,(vi) our ability tosuccessfully integrate and manage recentlyacquired businesses like Echo
LakeFoodsandrealizetheexpectedbenefitsofsuchacquisitions,includingsynergies, costsavings,reductioninearnings
volatility,marginexpansion,financialreturns,expandedcustomerrelationships,orsalesorgrowthopportunities,(vii)our
abilitytocompeteeffectivelywithexistingcompetitorsandnewmarketentrants,retainexistingcustomers,acquirenew
customersandgrowourproductmixincludingourpreparedfoodsproductofferings,(viii)theimpactsofgovernment,
customerandconsumerreactionstohighmarketpricesforeggs,including,withoutlimitation,potentialneworexpanded
government regulations, (ix) potential impacts to our business as aresult of our Company ceasing to be a “controlled company”
under the rules of The NasdaqStock Market on April 14, 2025, (x) risks relating topotential changes in inflation, interest rates
andtradeandtariffpolicies,(xi)adverseresultsinpendinglitigationandotherlegalmatters,and(xii)globalinstability,
including as a result of geopolitical conflicts andother uncertainties. The actual timing,number and value ofshares repurchased
underoursharerepurchase programwillbedeterminedbymanagementinitsdiscretionandwilldependonanumberof
factors, including but not limitedto, the market price ofour Common Stock and general market and economicconditions. The
share repurchase program may be suspended, modified ordiscontinued at any time without prior notice.Readers are cautioned
not toplace undue relianceonforward-looking statements because, whilewe believetheassumptions onwhich theforward-
looking statementsare based arereasonable, there can beno assurance thatthese forward-looking statements willprove to be
accurate. Further, forward-lookingstatements included herein aremade only asof the respective datesthereof, or ifno date is
stated, as of thedate hereof. Except as otherwise required by law,we disclaim any intent or obligation to updatepublicly these
forward-looking statements, whetherbecause of new information, futureevents, or otherwise.
COMPANY OVERVIEW
Cal-Maine Foods,Inc. (“Cal-Maine Foods,”the “Company,”“we,” “us,” “our”) isthe largestegg companyin theU.S. anda
leadingplayerintheegg-basedfoodindustry.Withastrongnationalfootprint,Cal-MaineFoodsprovidesnutritious,
affordable, and sustainable protein to millionsof households every day.