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Form 8-K

sec.gov

8-K — CAL-MAINE FOODS INC

Accession: 0001562762-26-000111

Filed: 2026-09-30

Period: 2026-09-30

CIK: 0000016160

SIC: 0200 (AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — 8k20260930.htm (Primary)

EX-99.1 (exhibit991.htm)

GRAPHIC (exhibit991p1i0.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: 8k20260930.htm · Sequence: 1

8k20260930

0000016160

False

☐

☐

☐

☐

0000016160

2026-09-30

2026-09-30

UNITED

STATES

SECURITIES

AND EXCHANGE

COMMISSIONS

WASHINGTON,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13

or 15(d)

of the Securities

Exchange

Act.

Date of

Report

(Date of

Earliest Event

Reported):

September 30, 2026

Cal-Maine Foods, Inc.

(Exact

name

of registrant

as specified

in its charter)

Delaware

001-38695

64-0500378

(State

or other jurisdiction

of

incorporation)

(Commission

File Number)

(IRS Employer

Identification

No.)

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

MS

39157

(Address of

principal

executive

offices

(zip code))

601

-

948-6813

(Registrant’s

telephone

number,

including area

code)

Check

the appropriate

box below if the

Form 8-K filing is intended

to simultaneously

satisfy

the filing obligation of

the

registrant

under any

of the

following provision (See General

Instruction

A.2 below):

☐

Written

communications

pursuant

to rule 425

under the

Securities Act (17 CFR 230.425)

☐

Soliciting material

pursuant

to Rule 14a

-12 under

the Exchange

Act (17 CFR 240.14a

-12)

☐

Pre-commencement

communications

pursuant

to Rule 14d

-2(b) under the

Exchange

Act (17 CFR 240.14d

-2(b))

☐

Pre-commencement

communications

pursuant

to Rule 13

e

-4(c) under the

Exchange

Act (17 CFR 240.13e

-4(c))

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 per value per share

CALM

The

NASDAQ

Global

Select market

Indicate

by check

mark

whether the

registrant is an emerging growth company

as defined

in Rule 405 of

the Securities Act of

1933

(§230.405

of this chapter)

or rule 12b-2 of the

Securities Exchange

Act of 1934

(§240.12b

-2 of this chapter)

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.

☐

Item 2.02.

Results of

Operations

On September

30, 2026,

Cal

-Maine Foods,

Inc. (the

“Company”)

issued a press release

announcing

its financial

results for the

first quarter

ended

August 29, 2026.

A copy of

the Company’s

press release is attached

hereto as

Exhibit 99.1

to this Current

Report.

In accordance

with General Instruction

B.2 of Form

8-K, the information

in this Item

2.02 of

this Current Report

on Form 8-K,

including

Exhibit 99.1

hereto, which

are furnished

herewith pursuant

to and

relate to

this Item

2.02, shall not

be deemed

"filed"

for purposes

of Section

18 of

the Securities Exchange

Act of 1934,

as amended

(the "Exchange

Act"), or otherwise be subject

to the

liabilities of Section

18 of

the Exchange

Act. The information

in this Item

2.02 of

this Current Report

on Form 8-K

and

Exhibit

99.1 hereto shall

not be

incorporated

by reference into

any

filing or other document

filed by the

Company

with the SEC

pursuant

to the

Securities Act of 1933,

as amended,

the rules and

regulations of

the SEC thereunder,

the Exchange

Act, or the

rules an

d

regulations of

the SEC thereunder

except

as shall be

expressly set forth

by specific reference

to this Form 8-K

in such

filing or

document.

Item 9.01.

Financial

Statements

and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on September 30, 2026

104

Cover Page

Interactive

Data

File,

(embedded

within the Inline XBRL

document)

SIGNATURES

Pursuant

to the

requirements

for the

Securities Exchange

Act of 1934,

the registrant

has

duly caused

this report to be

signed on

its behalf

by the

undersigned hereunto

duly authorized.

CAL-MAINE

FOODS,

INC.

Date:

September

30, 2026

By:

/s/ Max

P. Bowman

Max

P. Bowman

Director,

Vice

President, and

Chief Financial

Officer

EX-99.1

EX-99.1

Filename: exhibit991.htm · Sequence: 5

exhibit991

Press Release

Cal-Maine Foods Reports First Quarter Fiscal 2027 Results

RIDGELAND,

Miss., September

30, 2026 – Cal-Maine Foods, Inc. (Nasdaq:

CALM) (“Cal-Maine Foods,”

“we,” “us,” “our” or the “company”),

the largest egg company

in the United States and a leading

player in

the

egg-based

food

industry,

today

reported

results

for

its

first

quarter

ended August

29,

2026.

Unless

otherwise indicated,

all comparisons

are to the comparable

period of fiscal

2026.

Financial Highlights

(in thousands except per share amounts and percentages)

First Quarter

2027

2026

$ Change

% Change

Net sales

$

539,607

$

922,602

$

(382,995)

(41.5)

%

Gross profit

$

403

$

311,314

$

(310,911)

(99.9)

%

Operating

income

(loss)

$

(82,165)

$

249,184

$

(331,349)

(133.0)

%

Net income

(loss) attributable

to Cal-Maine

Foods, Inc.

$

(58,615)

$

199,340

$

(257,955)

(129.4)

%

Income (loss)

per share

- diluted

$

(1.26)

$

4.12

$

(5.38)

(130.6)

%

Strategic Execution Highlights

●

Continued

focus on

sales

diversification

and mix

shift,

expected

to strengthen

earnings

durability

and

predictability

over time

o

In the first

quarter of fiscal

2027:

◾

Prepared Foods accounted for 11.7% of net sales compared to 7.8%

◾

Combined,

Specialty

Shell

Eggs

and

Prepared

Foods

increased

to

54.1%

of

net

sales

compared to 37.1%

●

Acquired

additional

Eggland’s

Best®

franchise

territory

in

Northeast,

expanding

the

company's

distribution

footprint

and

increasing

its

Specialty

Shell

Eggs

category

penetration

across

one

of

the

nation’s

largest, highest-income

consumer markets

●

Continued

progress

on previously

announced projects

to

increase

efficiency

and production

capacity,

which are

expected to increase Prepared

Foods production

capacity more than 60%

by the first

half of

fiscal 2028, compared to fiscal 2026 year-end

Commentary

Sherman Miller,

president and chief

executive officer

of Cal-Maine

Foods, said,

“Our first-quarter

results

reflect both the current point in

the conventional shell egg cycle and

the continued evolution of Cal-Maine

Foods’ earnings

model.

Conventional

Shell Egg

pricing

remains

under

pressure

from an

industry

supply

imbalance, while underlying demand remains healthy.

At the same time, Specialty Shell Eggs and

Prepared

Foods

now

represent

approximately

54%

of

our

net

sales, demonstrating

the

progress

we

have

made

in

broadening our

business. We

remain

focused on our

foundational

Conventional Shell

Egg business

while

scaling Specialty

and Prepared Foods

and converting

the investments we

have made

into profitable growth.”

Segment Results Summary

Segment Net

Sales

(in thousands except percentages)

First Quarter

2027

2026

Volume

Change

Avg.

Price

Change

Conventional Shell Eggs

$

201,683

$

498,433

(0.7)

%

(59.3)

%

Specialty Shell Eggs

236,932

275,590

(3.8)

%

(10.7)

%

Prepared

Foods

62,995

72,368

(19.3)

%

7.9

%

Total Reportable Segments

$

501,610

$

846,391

Operating

Income (Loss)

(in thousands except percentages)

First Quarter

Operating

Margin

2027

2026

2027

2026

Conventional Shell Eggs

$

(71,045)

$

168,236

(35.2)

%

33.8

%

Specialty Shell Eggs

14,937

64,196

6.3

%

23.3

%

Prepared

Foods

7,842

13,221

12.4

%

18.3

%

Total Reportable Segments

$

(48,266)

$

245,653

(9.6)

%

29.0

%

Other - Segment

Income (Loss)

(8,374)

12,219

N/A

N/A

Unallocated

Corporate

SG&A

(24,609)

(16,072)

N/A

N/A

Gain on Involuntary

Conversion

—

7,488

N/A

N/A

Loss on

Disposal of Fixed

Assets

(916)

(104)

N/A

N/A

Operating

Income (Loss)

$

(82,165)

$

249,184

(15.2)

%

27.0

%

N/A – Not Applicable

Conventional Shell Eggs

First-quarter

performance

reflected

an

abundantly

supplied

egg

market

following

industry

layer

flock

repopulation during

fiscal

2026. The

increase

in

egg supply,

together

with

the

first quarter’s

historically

softer seasonal pricing, resulted

in substantially lower conventional shell

egg prices compared with the

prior-

year period.

Conventional Shell

Eggs sales

decreased 59.5%,

primarily

reflecting a

59.3%

decrease in

average selling

price

per

dozen,

while

volume

remained

relatively

flat.

The

effect

of

lower

market

prices

was

partially

mitigated

by hybrid

and cost-plus

pricing

arrangements

with

certain

customers.

Segment

loss

was $71.0

million, compared

with segment income

of $168.2 million

in the prior-year

period, as lower

pricing more

than offset lower outside egg purchase costs.

Specialty Shell Eggs

Specialty Shell Eggs sales decreased 14.0%, reflecting a 10.7% decrease in average selling price per dozen

and a 3.8%

decrease in volume.

The prior-year period benefited from

atypical pricing relationships between

conventional

and specialty

shell

eggs

that

temporarily

accelerated

demand

for

certain

specialty

shell

egg

categories.

During the

current

quarter, lower

volumes

reflected

a more

typical

demand relationship

across

the conventional and specialty shell egg categories.

Segment income

was $14.9 million,

compared

with $64.2 million

in the

prior-year period,

primarily

due to

lower selling prices and higher cost per dozen resulting from

increased feed and production costs, partially

offset by lower

selling, general

and administrative

expense.

Prepared Foods

Prepared

Foods

sales

decreased

13.0%

reflecting

a

19.3%

decrease

in

pounds

sold,

primarily

related

to

temporary production reductions during capacity

expansion and network optimization activities, which

was

partially offset

by a

7.9% increase

in average

selling price

per

pound. Segment income

was $7.8

million,

compared with

$13.2 million

in

the prior-year

period. We

continue to

advance

our previously

announced

production capacity and optimization projects to support future growth and improved operating efficiency.

Outlook

Mr. Miller

commented, “Looking ahead, there

are two important timing

dynamics: when

the conventional

shell

egg market

begins

to

rebalance

and when

our investments

in

Prepared Foods

translate into

greater

earnings contribution. We cannot precisely predict the first, but we have considerably greater visibility into

the second.

Current earnings reflect

a difficult

point in

the commodity

cycle while

we are simultaneously

investing

ahead of

growth, and

we

do not

believe that

fully reflects

the

through-cycle earnings

power we

are

building.

With

a

strong

balance

sheet,

more

than

60%

planned

growth

in

Prepared

Foods

capacity

through

the first

half

of fiscal

2028, and

continued

opportunities

across

Specialty

Shell Eggs,

we are

well

positioned

to invest through

the cycle

and build a more

diversified

and durable earnings

profile.”

Share Repurchase Update

Cal-Maine

Foods

repurchased

66,601

shares

of

its

common

stock

under

the

company’s

current

share

repurchase

authorization

during the

first

quarter

of fiscal

2027 for

a total

of

$5.0 million.

The repurchase

program permits the

company to repurchase

up to

$500 million, of which

$315.7 million remained available

as of the end of the first quarter

of fiscal 2027. Subsequent to the end

of the first quarter, Cal-Maine Foods

repurchased 204,888 shares under the repurchase program for $14.9 million.

Dividend Payment

Pursuant to

the

company’s

variable

dividend policy,

Cal-Maine

Foods

will not

pay a

cash

dividend with

respect to the first quarter

of fiscal 2027. The company

will not pay a

dividend for a subsequent profitable

quarter

until

it

is

profitable

on

a cumulative

basis

computed

from

the

date

of

the

last

quarter

in

which a

dividend was paid.

As of August

29, 2026, the

cumulative loss to

be recovered before payment of

any future

dividend under the variable dividend policy was $94.5 million.

Conference Call and Webcast

Management will host

a conference call and

webcast at 9:00

a.m. ET on September

30, 2026. Participants

can

access

the

live

webcast

on

the

Investor

Relations

page

of

the

Cal-Maine

Foods

website

at

https://www.calmainefoods.com/events-presentations

.

To join

by telephone,

participants

can register

here.

Upon registration,

participants

will receive a confirmation

email with detailed

instructions,

including a dial-

in

number,

unique

passcode,

and

registrant

ID. A

replay

of

the

webcast

will

be

available

for

30

days

following

the

call

on

the

Investor

Relations

page

of

the

Cal-Maine

Foods

website

at

https://www.calmainefoods.com/events-presentations.

About Cal-Maine Foods

Cal-Maine Foods, Inc.

(Nasdaq: CALM) is

the largest

egg company

in the

United States and

a leading

player

in

the

egg-based

food

industry.

With

a

strong

national

footprint,

Cal-Maine

Foods

provides

nutritious,

affordable, and sustainable protein to millions of households every day.

The company’s

portfolio spans

the full egg

value ladder—from

conventional

to specialty, including

cage-

free,

nutritionally

enhanced,

organic,

brown,

pasture-raised,

and

free-range

eggs—serving

retail,

foodservice and

industrial customers nationwide.

Cal-Maine Foods also

participates in

the growing

prepared

foods

sector,

with

offerings

such

as

pre-cooked

egg patties,

omelets, folded

and scrambled

egg formats,

hard-cooked eggs, pancakes, waffles, and specialty

wraps. Its branded portfolio includes

Eggland’s Best®

,

Land

O’Lakes®

,

Farmhouse

Eggs®

,

4Grain®

,

Sunups®

,

Sunny

Meadow®

,

MeadowCreek

Foods®

,

Van’s®

, and

Crepini®

.

Headquartered in Ridgeland,

Mississippi,

Cal-Maine’s

strategy combines

scale, operational

excellence, and

financial

discipline

with a

commitment

to innovation

and sustainability,

to enable

the company

to deliver

trusted

nutrition,

enduring partnerships,

and long-term

value for its

stakeholders.

Forward Looking Statements

Statements

contained in this

press release

that are not historical

facts are forward-looking

statements

as that

term is defined in

the Private Securities Litigation Reform

Act of 1995.

The forward-looking statements are

based

on

management’s

current

intent,

belief,

expectations,

estimates

and

projections

regarding

our

Company and

our

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)

changes

in

wholesale

shell

egg

market

prices,

(ii)

changes

in

the

demand

for

shell

eggs

and

our

prepared

foods

offerings,

(iii)

increases

in

feed

costs

for

our

shell

egg

operations as well

as increases in input

costs for prepared foods,

(iv) our ability

to predict and meet

demand

for cage-free and other specialty

shell eggs, (v) 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

of

HPAI

affecting

poultry

in

the

U.S.,

Canada and

other countries

that was first

detected in commercial

flocks in

the

U.S. in February

2022 and

that impacted

our flocks

in the third

and fourth quarters

of fiscal

2024 and again in

March 2026, (vi)

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, (vii)

our ability

to successfully

integrate

and

manage

recently

acquired

businesses,

like

Echo

Lake

Foods,

and

realize

the

expected

benefits

of

such

acquisitions, including synergies, cost savings, reduction in earnings volatility, margin expansion, financial

returns,

expanded

customer

relationships,

or

sales

or

growth

opportunities,

(viii)

our

ability

to

produce,

supply

and

distribute

shell

eggs

and

prepared

foods

efficiently

and

reliably,

(ix)

our

ability

to

compete

effectively

with

existing

competitors

and

new

market

entrants,

retain

existing

customers,

acquire

new

customers and

grow

our product

mix including

our

prepared

foods

product offerings,

(x)

the

impacts of

government, customer and consumer

reactions to high

market prices for eggs,

including, without limitation,

potential

new

or

expanded

government

regulations,

(xi)

risks

relating

to

potential

changes

in

inflation,

interest

rates and

trade and

tariff

policies,

(xii)

the loss

or expiration

of any registered

trademarks

or other

intellectual

property that

we use in

our business,

(xiii)

adverse results

in pending

litigation

and other

legal

matters,

(xiv)

global

instability,

including

as

a result

of geopolitical

conflicts

and other

uncertainties

and

(xv)

the

risk factors

set forth

the company’s

SEC Filings

(including its Annual

Report

on Form

10-K, as

may be updated by

the company’s Quarterly Reports on

Form 10-Q and Current Reports

on Form 8-K).

The

Company’s SEC filings

may be

obtained from the

SEC or

the company’s website,

www.calmainefoods.com.

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.

CAL-MAINE

FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands, except per share amounts)

SUMMARY STATEMENTS

OF OPERATIONS

13 Weeks

Ended

August 29,

2026

August 30,

2025

Net sales

$

539,607

$

922,602

Cost of sales

539,204

611,288

Gross profit

403

311,314

Selling,

general

and administrative

81,652

69,514

Gain on involuntary

conversions

—

(7,488)

Loss on

disposal

of fixed assets

916

104

Operating

income

(loss)

(82,165)

249,184

Other income,

net

7,969

14,081

Income (loss)

before

income

taxes

(74,196)

263,265

Income tax

expense

(benefit)

(17,992)

64,158

Net income

(loss)

(56,204)

199,107

Less: Income

(loss) attributable

to noncontrolling

interest

2,411

(233)

Net income

(loss) attributable

to Cal-Maine

Foods, Inc.

$

(58,615)

$

199,340

Net income

(loss) per common

share:

Basic

$

(1.26)

$

4.13

Diluted

$

(1.26)

$

4.12

Weighted

average

shares outstanding:

Basic

46,703

48,281

Diluted

46,703

48,424

CAL-MAINE

FOODS, INC. AND SUBSIDIARIES

FINANCIAL HIGHLIGHTS

(Unaudited)

(In thousands)

SUMMARY BALANCE SHEETS

August 29,

2026

May 30, 2026

Assets

Cash and

short-term investments

$

767,592

$

924,057

Receivables, net

285,232

264,431

Inventories,

net

394,690

375,265

Prepaid expenses

and other

current assets

24,379

17,789

Current assets

1,471,893

1,581,542

Property,

plant

and equipment,

net

1,312,285

1,318,335

Other noncurrent

assets

229,201

207,693

Total assets

$

3,013,379

$

3,107,570

Liabilities and stockholders' equity

Accounts payable and accrued expenses

$

191,127

$

205,516

Current liabilities

191,127

205,516

Deferred

income

taxes and

other liabilities

242,305

261,522

Stockholders'

equity

2,579,947

2,640,532

Total liabilities and stockholders' equity

$

3,013,379

$

3,107,570

Contacts

Investors:

ir@cmfoods.com

Media: media@cmfoods.com

Telephone: (601) 948-6813

GRAPHIC

GRAPHIC

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Document and Entity Information

Sep. 30, 2026

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Entity Registrant Name

Cal-Maine Foods, Inc.

Entity File Number

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Entity Incorporation State Country Code

DE

Entity Tax Identification Number

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Entity Address Address Line 1

1052 Highland Colony Pkwy

Entity Address Address Line 2

Suite 200

Entity Address City Or Town

Ridgeland

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