Form 11-K CAL-MAINE FOODS INC For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(mark one)
☑
For the annual period ended
OR
☐
For the transition period from ____________ to ____________
Commission File Number: 001-38695
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CAL-MAINE FOODS, INC.
1052 HIGHLAND COLONY PKWY, SUITE 200
RIDGELAND, MS 39157
CAL-MAINE FOODS, INC. KSOP
TABLE OF CONTENTS
Page
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
4
Statement of Changes in Net Assets Available for Benefits
5
Notes to the Financial Statements
6
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
12
SIGNATURE
14
2
Report of Independent Registered Public Accounting Firm
To Participants and the Audit Committee of the
Cal-Maine Foods, Inc. KSOP
Ridgeland, Mississippi
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Cal-Maine Foods, Inc.
KSOP (the “Plan”) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for
benefits for the years then ended, and the related notes and schedules (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the years
then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an
opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with
respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of
internal control over financial reporting but not for purposes of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by the Plan’s
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
3
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31,
2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements.
The supplemental information is the responsibility of the Plan’s management. Our audit procedures included
determining whether the supplemental information reconciles to the financial statements or the underlying accounting
and other records, as applicable, and performing procedures to test the completeness and accuracy of the information
presented in the supplemental information. In forming our opinion on the supplemental information in the
accompanying schedule, we evaluated whether the supplemental information, including its form and content, is
presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying
schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Frost, PLLC
We have served as the Plan’s auditor since 2007.
Little Rock, Arkansas
June 5, 2026
CAL-MAINE FOODS, INC. KSOP
Statement of Net Assets Available for Benefits
December 31, 2025 and 2024
4
2025
2024
Assets
Noninterest-bearing cash
$
$
Receivables
Employer contributions
Participant contributions
Investments, at fair value
Notes receivable from participants
Net assets available for benefits
$
$
See accompanying notes to the financial statements
CAL-MAINE FOODS, INC. KSOP
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2025 and 2024
5
2025
2024
Additions
Investment income
Dividends
$
$
Net change in fair value of investments
(36,204,138 )
Total investment income
(15,030,597 )
Interest income on notes receivable from participants
Contributions
Employer
Participant
Rollover
Total contributions
Total additions
Deductions
Benefits paid to participants
Administrative expenses
Total deductions
Net change in net assets available for benefits
(26,925,663 )
Net assets available for benefits - beginning of year
Net assets available for benefits - end of year
$
$
See accompanying notes to the final statements
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
6
Note 1 – Summary of Significant Plan Provisions
The following description of the Cal-Maine Foods, Inc. KSOP (the “Plan”) provides only general information.
Participants should refer to the Plan documents for a more complete description of the Plan’s provisions.
General
The Plan covers substantially all employees of Cal-Maine Foods, Inc. and its subsidiaries (collectively, the “Company”).
It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Eligibility
Each employee, except leased employees, collective bargaining employees, contract employees, and employees of
independent contractors shall become eligible to participate in the Plan on the first day of the month following or
coinciding with the employee attaining
18 years of age and six months
provision whereby all newly eligible employees are automatically enrolled in the Plan unless they affirmatively elect
not to participate in the Plan.
Contributions
Participants may contribute a portion of pretax annual compensation, as defined by the Plan Document. Participants
may designate all or a portion of their contributions as Roth contributions. Participants who have attained age
the end of the Plan year are eligible to make catch-up contributions. The automatic deferral percentage for new
participants is
% of compensation. A participant may elect not to participate or to defer a different percentage of their
compensation. Employee deferrals will automatically increase by one percent (
%) on the first day of each Plan year,
up to a maximum of
%. Participants may contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans (rollovers). The Company made safe harbor nonelective contributions equal to
% of compensation during the years ended December 31, 2025 and 2024. These contributions are initially invested in
Cal-Maine Foods, Inc. common stock. The Company can also make additional discretionary nonelective contributions.
The Company did
t make an additional contribution for the years ended December 31, 2025 or 2024. Contributions
are subject to certain Internal Revenue Service (“IRS”) limitations.
Participant accounts
Each participant’s account is credited with participant and Company contributions and an allocation of Plan
earnings/losses, and is charged with applicable withdrawals and administrative expenses. Allocations are based on the
participant’s compensation, contributions or account balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant’s vested account.
A participant, alternate payee of a participant, or beneficiary of a deceased participant has the immediate right to elect
to diversify any publicly traded employer securities held in their Company stock account attributable to participating
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
7
Company contributions and any publicly traded securities held in their safe harbor nonelective contribution Company
stock account and reinvest the proceeds in any other investments available under the Plan.
Vesting
Participants are vested immediately in their contributions and Company safe harbor contributions plus actual earnings
thereon.
Investment options
Participants may direct the investment of their interest in the Plan into the investment options offered under the Plan.
Participants may change their investment selections at any time.
Notes receivable from participants
Participants may borrow from their accounts a minimum of $
%
of the vested interest in their account balance. Note terms range from
one
purchase of a primary residence. The notes are secured by the balance in the participant’s account and bear interest at
a rate determined by the Plan Administrative Committee equivalent to that charged by major financial institutions in
the community. Principal and interest is paid ratably through weekly or biweekly payroll deductions.
Payment of benefits
Benefits are generally payable on termination, retirement, death or disability. If the participant’s vested balance is
$
the participant has attained age
59½
, at any time from a participant’s rollover account, or once a year from a participant’s
non-safe harbor Company stock account and non-elective deferral Company Stock Account for participants with five
or more years of participation. In addition, in-service withdrawals are available to participants meeting certain hardship
requirements.
Distributions from a participant’s Company stock account are made either in cash or Company stock, as elected by the
participant. Non-company stock accounts are distributed in lump sum or installments.
Voting rights of stock
Each participant shall have the right to direct the committee or trustee as to the manner in which whole and partial
shares of the Company’s stock allocated to their accounts as of the record date are to be voted in each matter brought
before an annual or special shareholders’ meeting.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
8
Termination of the Plan
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the provisions of ERISA.
Note 2 – Summary of Significant Accounting Policies
Basis of accounting
The accompanying financial statements are prepared under the accrual method of accounting in accordance with
accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect certain reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ
from those estimates.
Investment valuation and income recognition
Investments are reported at fair value. See Note 3 for a discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest is recorded on the accrual basis. Dividends
are recorded on the ex -dividend date. Net change in fair value includes the Plan’s gains and losses on investments
bought and sold, as well as held during the year.
Notes receivable from participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued, but unpaid, interest.
Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the Plan documents.
Payment of benefits
Benefits are recorded when paid.
Administrative expenses
Certain administrative and recordkeeping fees are paid by the Plan, unless otherwise paid by the Company. Expenses
that are paid by the Company are excluded from these financial statements. Fees related to loans and distributions are
charged directly to the participants' accounts.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
9
Note 3 – Fair Value Measurements
The Plan is required to categorize both financial and nonfinancial assets and liabilities based on the following fair value
hierarchy. The fair value of an asset is the price at which the asset could be sold in an orderly transaction between
unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s fair value is defined as the
amount that would be paid to transfer the liability to a new obligor in a transaction between such parties, not the amount
that would be paid to settle the liability with the creditor.
•
Level 1
•
Level 2
either directly or indirectly, including:
◦
Quoted prices for similar assets or liabilities in active markets
◦
Quoted prices for identical or similar assets in non-active markets
◦
Inputs other than quoted prices that are observable for the asset or liability
◦
Inputs derived principally from or corroborated by other observable market data
•
Level 3
that are significant to the fair value of the assets or liabilities
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of
any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for assets measured at fair value. There have
been no changes in the methodologies used at December 31, 2025 or 2024:
Common stock and mutual funds
: These investments are valued based on quoted market prices at the end
of the Plan year.
Common collective trust funds
: This investment is valued based on the net asset value (“NAV”) of units
held by the Plan at year end, as calculated by the issuer, as a practical expedient to estimate fair value.
NAV is calculated based on the fair value of the underlying assets owned by the fund, minus its liabilities,
divided by the number of units outstanding.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable
value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are
appropriate and consistent with other market participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could result in a different fair value measurement at the
reporting date.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
10
The following table sets forth the Plan’s assets at fair value.
December 31, 2025
Level 1
Level 2
Level 3
Total
Assets
Cal-Maine Foods, Inc. common stock
$
$
$
$
Mutual funds
Total assets measured at fair value
$
$
$
$
Investments measured at net asset value*
Investment at fair value
$
December 31, 2024
Level 1
Level 2
Level 3
Total
Assets
Cal-Maine Foods, Inc. common stock
$
$
$
$
Mutual funds
Total assets measured at fair value
$
$
$
$
Investments measured at net asset value*
Investment at fair value
$
* The investment measured at fair value using the net asset value per share (or its equivalent) practical expedient has not been classified in the fair value
hierarchy. The fair value amount included above is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of
net assets available for benefits.
The following table summarizes investments for which fair value is measured using the NAV per share as a practical
expedient.
Unfunded
Redemption
Redemption
Fair Value
Commitments
Frequency
Notice Period
December 31, 2025
Common collective trust fund
$
N/A
Daily
None
December 31, 2024
Common collective trust fund
$
N/A
Daily
None
Note 4 – Risks and Uncertainties
There is a high concentration of the Company's stock owned by the Plan. As of December 31, 2025 and 2024,
approximately
% and
% of the Plan's assets were invested in the Company's common stock, respectively.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2025 and 2024
11
The Plan invests in various investment securities that are exposed to various risks such as interest rate, market and
credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible
that changes in the values of investment securities will occur in the near term and that such changes could materially
affect the participants' account balances and the amounts reported in the financial statements.
Note 5 – Tax Status
The IRS has determined and informed the Company by a letter dated January 14, 2015 that the amended and restated
Plan document is designed in accordance with applicable sections of the IRC. Although the plan document has
been amended since receiving the determination letter, the Plan administrator believes the Plan is designed and
currently being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for
income taxes has been included in the Plan’s financial statements .
Accounting principles generally accepted in the United States of America require Plan management to evaluate tax
positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that,
more likely than not, would not be sustained upon examination by the IRS. The Plan administrator has analyzed
the tax positions taken by the Plan, and has concluded that, as of December 31, 2025, there are no uncertain positions
taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial
statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for
any tax periods in progress.
Note 6 – Parties -in-Interest Transactions
The Plan invests in shares of the Company. The Company is the Plan sponsor and is, therefore, by definition a
party-in-interest. All investments and investment transactions related to company stock were with a party-
in
-
interest. As of December 31, 2025 and 2024 the fair value of the investment in Company stock was $
and $
, respectively. Total dividend income received during the year ended December 31, 2025 and
2024 was $
, respectively.
Empower Annuity Insurance Company serves as recordkeeper to the Plan, OneDigital Investment Advisors LLC
serves as investment advisor to the Plan, and Empower Advisory Group, LLC serves as investment managers to the
Plan. Fees are paid to these companies for their services. These service providers are by definition parties-
in
-
interest.
The Plan also holds notes receivable from participants. As a result, these notes receivable and all related transactions
were with a party-in-interest.
All of these transactions are exempt from being prohibited transactions under ERISA.
12
CAL-MAINE FOODS, INC. KSOP
PLAN NUMBER
EMPLOYER IDENTIFICATION NUMBER
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
Description of investment including
Identity of issue, borrower,
maturity date, rate of interest,
Current
(a)
(b)
lessor or similar party
(c)
collateral, par or maturity value
(e) value
Common collective trust funds
Federated Hermes
Capital Preservation Fund
Mutual funds
Allspring
Special Mid Cap Value Fund R6
BlackRock
Inflation Prted Bd Blackrock
BlackRock
Liquidity FedFund Instl
BlackRock
Mid-Cap Growth Equity K
Invesco
Growth and Income Fund R6
MFS
Massachusetts Investors Gr Stk R6
MFS
Total Return Bond R6
MFS
Total Return R6
T. Rowe Price
Retirement 2010 Fund I
T. Rowe Price
Retirement 2020 Fund I
T. Rowe Price
Retirement 2030 Fund I
T. Rowe Price
Retirement 2040 Fund I
T. Rowe Price
Retirement 2050 Fund I
T. Rowe Price
Retirement 2060 Fund I
Vanguard
500 Index Fund - Admiral
Vanguard
Developed Markets Index Admiral
Vanguard
Explorer Adm
Vanguard
Mid Cap Index Adm
Vanguard
Small Cap Index Fund - Admiral
Total mutual funds
Column (d) not applicable for participant directed investments.
See Report of the Independent Registered Public Accounting Firm
13
CAL-MAINE FOODS, INC. KSOP
PLAN NUMBER 001
EMPLOYER IDENTIFICATION NUMBER 64-0500378
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
Description of investment including
Identity of issue, borrower,
maturity date, rate of interest,
Current
(a)
(b)
lessor or similar party
(c)
collateral, par or maturity value
(e) value
Common stock
*
Cal-Maine Foods, Inc.
$
$
*
Participant loans
Interest rates from
% to
% with
maturity dates from January 2026
through March 2040
Total
$
* Party-in-interest
Column (d) not applicable for participant directed investments.
See Report of the Independent Registered Public Accounting Firm
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer
the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CAL-MAINE FOODS, INC. KSOP
Date:
June 5, 2026
/s/ Teresa Odom
Teresa Odom
Director of Human Resources
EXHIBIT INDEX
Exhibit
Number
Description
Consent of Independent Registered Public Accounting Firm
ATTACHMENTS / EXHIBITS