Item 1.01 Entry into a MaterialDefinitive Agreement
On August 31, 2026, Cal-Maine Foods, Inc. (the “Company”), asborrower, and certain of its wholly-owned direct and indirect
domestic subsidiaries,as guarantors(the “Guarantors”),entered into aSecondAmended andRestated CreditAgreement effective
as of that date (the “NewCredit Agreement”)with BMO Bank N.A. (the “AdministrativeAgent”), asAdministrative Agent, and
other lendersparty thereto.The NewCreditAgreementamends andrestatesthe Company’s existingAmendedand RestatedCredit
Agreement, dated November15, 2021 (as amended from time to time).
The New Credit Agreement provides for a senior unsecured revolving credit facilityin an initial aggregate principal amounto
f
up to $250 million (the “Revolver”),which includes a $25 millionsublimit for the issuanceof standby letters of credit and a $25
million sublimit for swinglineloans (collectively, the “Credit Facility”). The CreditFacility also includesan accordion feature
permitting the Company, withthe consent of the Administrative Agent, to increase the Credit Facilityby up to$250 million in
the aggregate with one or moreincremental senior term loans or an increase in the revolving commitments under theRevolver.
The proceedsof theCredit Facilitycan beused bythe Companyfor generalworking capitaland corporatepurposes, capital
expenditures, to financepermitted acquisitions, forsuch otherlegal andproper purposesas are consistentwith all applicablelaws
and to fund fees and expenses associatedwith the New CreditAgreement. As ofSeptember 1, 2026, no amounts were borrowed
under the Credit Facility and $5.9 million instandby letters of credit wereissued under the Credit Facility.
The Credit Facility has a term of fiveyears and will mature onAugust 31, 2031.
The interest rate in connection with loans made under the Credit Facility will be based, at the Company’s election, on either the
Term SOFR Rateplus the Applicable Margin orthe Base Rateplus the Applicable Margin, each asdefined in theNew Credit
Agreement. TheNew CreditAgreement contains customary provisions regardingreplacement of theTerm SOFR Rate.
The New Credit Agreement contains customary covenants, including, but notlimited to, restrictions on the incurrence of liens,
incurrenceof additional debt,sales of assets,joint ventureinvestments andother fundamentalcorporate changesand investments.
The NewCreditAgreement requiresmaintenance oftwo financial covenants:(i) a maximumTotal Funded Debtto Capitalization
Ratio tested quarterly of no greaterthan 50%; and (ii) requirementto maintain Minimum TangibleNet Worth at alltimes of $1.5
billion plus 50% of consolidated net income (if net income is positive) less permitted restrictedpayments for each fiscal quarter
after May30,2026. The NewCredit Agreement alsoincludes customaryevents ofdefault andcustomary remediesupon the
occurrence of an eventof default, includingacceleration of theamounts due underthe Credit Facility. Further, underthe terms of
the NewCreditAgreement, the Companymay makedividend payments orshare repurchases,as long asboth immediately before
and after giving effect to suchdividend payments or repurchases no uncured event of defaulthas occurred and is continuing or
any eventor condition theoccurrenceof which would,with the passageof time orthe giving ofnotice or both,constitute an event
of default has occurred and theCompany is in compliance with eachof the financial covenants on a pro forma basis.
With certainlimited exceptions,the CreditFacility isguaranteedby allthe wholly-owneddirect andindirect domesticsubsidiaries
of theCompanyand theNew CreditAgreement requiresthatanyfuture wholly-owneddirect orindirect subsidiariesof the
Company guarantee the Credit Facility.
The foregoingdescription ofthe NewCreditAgreementdoes notpurport tobe completeand isqualified inits entiretyby reference
to such document,which isfiled asExhibit 10.1hereto andincorporated hereinby reference.Capitalized terms notdefined herein
have the meaning ascribed to them in theNew CreditAgreement.
Item 2.03.– Creationof aDirect FinancialObligation or anObligation underan Off-Balance Sheet Arrangement ofa
Registrant
The information contained in Item 1.01 tothis Current Report on Form 8-K is incorporatedherein by reference.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits
Exhibit
Number
Description
10.1
104
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