CAL-MAINE FOODS INC

Our Business

We are the largest

producer and distributor of shell eggs in the United States. Our mission is to be the most sustainable

and reliable

supplier of

consistent, high

quality fresh

and egg

in the

country,

demonstrating

a "Culture

of

Sustainability" in everything we do, and

creating value for our shareholders,

customers, team members and communities. We sell

most of our shell eggs throughout the majority of the U.S.

and aim to maintain efficient, state-of-the-art operations located

close

to our customers. We

were founded in 1957 by the late Fred R. Adams, Jr.

and are headquartered in Ridgeland, Mississippi.

The Company has one reportable

operating segment, which is the production,

grading, packaging, marketing and distribution

of

shell eggs. Our integrated

operations consist of hatching

chicks, growing and maintaining

flocks of pullets, layers

and breeders,

manufacturing feed, and

producing, processing, packaging, and

distributing shell eggs.

Layers are mature

female chickens, pullets

are female chickens usually less than 18 weeks of age, and breeders are male and female chickens used to produce fertile eggs to

be hatched for egg production flocks.

Our total flock as of June 1, 2024

consisted of approximately 39.9 million

layers and 11.8

million pullets and breeders.

Many of our customers rely

on us to provide most of

their shell egg needs, including

specialty and conventional eggs.

eggs encompass

a broad

range of

products. We

classify cage-free,

brown, free-range,

and nutritionally

enhanced eggs as specialty eggs for accounting and reporting purposes. We classify all other shell eggs as

conventional products.

While we report separate sales information

for these egg types, there are

many cost factors that are not

specifically available for

conventional or

specialty eggs

due to

the nature

of egg

production. We

manage our

operations and

allocate resources

to these

types of eggs on a consolidated basis based on the demands of our customers.

We

believe that

an important

competitive advantage

for Cal-Maine

Foods is our

ability to meet

our customers’

evolving needs

with a favorable product mix of

conventional and specialty eggs, including

cage-free, organic, brown, free-range,

and nutritionally-enhanced eggs, as well

as egg products. While a

small part of our current business,

the free-range and pasture-

raised eggs we produce and sell continues to grow and represents attractive offerings to a subset of consumers, and therefore our

customers, and help us continue to serve as the trusted provider of quality food choices.

Throughout the Company’s

history, we have acquired other businesses in

our industry. Since 1989,

we have acquired and

integrated 24 businesses. 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. For information on our recent acquisitions, refer to

Part II. Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations - Acquisitions

.

When

we

use

“we,”

“us,”

“our,”

or

the

“Company”

in

this

report,

we

mean

Foods,

Inc.

and

our

subsidiaries,

unless

otherwise

indicated

or

the

context

otherwise

requires.

The

fiscal

year-end

is

on

the

Saturday

closest to May 31. Our fiscal

year 2024 ended June 1, 2024,

and the first three fiscal quarters

of fiscal 2024 ended September

2,

2023,

December 2, 2023,

and March 2, 2024.

All references herein

to a fiscal year

means our fiscal year

and all references to

a

year mean a calendar year.

Industry Background

According to the U.S.

Department of Agriculture (“USDA”) Agricultural

Marketing Service, in 2023

approximately 70% of table

eggs produced in the U.S. were sold as shell eggs, with 57% sold through food-at-home outlets such as grocery and convenience

stores,

11%

sold

to

food-away-from

home

channels such

as restaurants

and

2%

exported.

The

USDA estimated

that

in

approximately 30% of eggs produced in the U.S. were sold as egg products (shell eggs broken and sold in liquid, frozen, or dried

form) to institutions

(e.g. companies producing baked

goods). For information

about egg producers

in the U.S.,

see “Competition”

below.

Our

has

been

greatly

by

the

of

highly

avian

(“HPAI”)

.

For

information regarding

HPAI

and its impact

on our

industry and

business, see

and

Part II. Item 7.

.

Given

historical

trends,

that general

demand

for

eggs in

increases basically

in line

overall

U.S.

population

growth;

specific

events

can

impact

egg

supply

and

in

a

particular

period,

as

occurred with the 2015 HPAI outbreak, the COVID-19 pandemic (particularly during

2020), and the most recent

HPAI outbreaks

starting in early 2022 and

again in late 2023. For fiscal

2024, shell egg household penetration

is approximately 97%. According

to the

USDA’s

Economic

Research Service,

estimated annual

per capita

in the

United

States between

and

varied,

ranging

from

to

eggs

which

is

directly

by

supply.

The

USDA

calculates

per

capita

consumption by dividing total shell egg disappearance in the U.S. by

the U.S. population.

The most significant

shift in demand

in recent years

has been among

specialty eggs, particularly

cage-free eggs.

For additional

information, see “Specialty Eggs.”

Prices for Shell Eggs

Wholesale shell egg sales prices

are a critical component

of revenue for the Company.

We sell the

majority of our conventional

shell eggs at prices

based on formulas

that take into

account, in varying

ways, independently quoted

regional wholesale market

prices for shell eggs or formulas

related to our costs of production,

which include the cost of corn

and soybean meal. We

do not

sell eggs directly to consumers or set the prices at which eggs are sold to consumers.

Wholesale shell

egg

prices are

volatile,

cyclical,

and impacted

by a

factors,

including consumer

demand, seasonal

fluctuations,

the number

and productivity

of laying

hens in

and outbreaks

of agricultural

diseases such

as HPAI.

We

believe the majority of

conventional shell eggs sold in

the U.S. in the retail

and foodservice channels are

sold at prices that take

into

account,

in

varying

ways,

independently

quoted

wholesale

market

prices,

such

as

those

published

by

Urner

Barry

Publications,

Inc.

(“UB”)

or the

USDA

for

shell

eggs;

grain-based

or variations

of

cost

plus arrangements

are

also

commonly utilized.

The weekly

average price for

the southeast region

for large white

conventional shell

eggs as quoted

by UB is

shown below for

the past three

fiscal years along with

the five-year average

price. The actual prices

that we realize on

any given transaction

will

not necessarily equal quoted market

prices because of the individualized terms

that we negotiate with

individual customers which

are

influenced

by many

factors.

As further

discussed

in

Part II. Item 7. Management’s Discussion and Analysis – Results of

Operations

, egg prices in fiscal 2022 through fiscal 2024 were significantly impacted by HPAI.

Wholesale prices for cage-free eggs are quoted by independent

sources such as UB and USDA.

There is no independently quoted

wholesale

market

price

for

other

eggs

such

as

enhanced,

pasture-raise

and

free-range

eggs.

Specialty eggs are typically sold at

prices and terms negotiated directly with

customers and in the case of cage-free

eggs, can be

sold at

prices that

take into

account independently

quoted markets.

Historically,

prices for

specialty eggs

have generally

been

higher due to

customer and consumer willingness

to pay more

for specialty eggs. We utilize several

different pricing mechanisms;

however, the majority of our specialty eggs are typically sold at prices

and terms negotiated directly with customers.

As a result,

specialty egg prices do not fluctuate as much as conventional pricing.

Depending on market conditions, input costs and individualized contract terms, the price we receive per dozen eggs in any given

transaction may be more than or less than our farm production and other costs per

dozen.

Feed Costs for Shell Egg Production

Feed is a primary cost component in

the production of shell eggs and

represented 56.0% of our fiscal 2024 farm

production costs.

We

routinely fill

our storage

bins during

harvest season

when prices

for feed

ingredients, primarily

corn and

to a

lesser extent

are generally

lower.

To

ensure continued

availability of

feed ingredients,

we may

enter into

contracts for

future

of

corn

and

and

as part

contracts,

we

may

lock-in

the basis

portion

of our

grain

several months

in advance.

Basis is

the difference

between the

local cash

price for

grain and

the applicable

futures price.

The

difference can be

due to transportation

costs, storage costs,

supply and demand,

local conditions and

other factors. A

basis contract

is a common

transaction in the

grain market

that allows us

to lock-in a

basis level for

a specific delivery

period and

wait to set

the futures price at a later date. Furthermore, due to the more limited supply for organic ingredients, we may commit to purchase

organic

ingredients

in

advance

to

help

assure

supply.

Ordinarily,

we

do

not

enter

into

contracts

beyond

a

year

to

purchase corn and

soybean meal or

hedge against increases

in the prices

of corn and

soybean meal. As

the quality and

composition

of feed

is a

critical factor

in the

nutritional value

health of

our chickens,

we formulate

and produce

the vast

majority of our own feed at our feed mills located near our production plants. Our annual feed requirements for fiscal

2024 were

1.9 million tons of

finished feed,

of which we

manufactured 1.8 million tons.

We currently have the

capacity to store

210 thousand

tons of corn and soybean meal, and we replenish these stores as needed

throughout the year.

Our primary feed ingredients, corn

and soybean meal, are commodities that

are subject to volatile price changes due

to weather,

various supply

and demand

factors, transportation

and storage

costs, speculators,

agricultural, energy

and trade

policies in

the

U.S. and internationally, and global instability that could disrupt the supply chain. We purchase the vast majority of our corn and

soybean meal from U.S sources but may be forced to purchase internationally when U.S. supplies are not readily available. Feed

grains are currently

available from an

adequate number of

sources in the

U.S. As a

point of reference,

a multi-year comparison

of the average of daily closing prices

per Chicago Board of Trade for each quarter in our fiscal

years 2020-2024 are shown below

for corn and soybean meal:

Shell Egg Production

Our percentage of dozens produced to sold was 88.8%

of our total shell eggs sold in fiscal 2024.

We supplement

our production

through purchases of eggs from others

when needed. The quantity of eggs purchased will vary based on many factors

such as

our own production capabilities and current market conditions. In

fiscal 2024, 91.2% of our production came from company-

owned facilities, and 8.8% from contract producers. The majority

of our contract production is with family-owned farms for

organic, pasture-raised and free-range eggs. Under a typical arrangement

with a contract producer, we own the flock, furnish

all

feed and critical supplies, own the shell eggs produced and assume market risks. The

contract producers own and operate their

facilities and are paid a fee based on production with incentives for performance.

The commercial production

of shell eggs requires a source

of baby chicks for laying

flock replacement. We

supply the majority

of

our

chicks

from

our

breeder

farms

and

hatch

them

in our

hatcheries

in

a

computer-controlled

environment

and

obtain the

balance from commercial

sources. The chicks

are grown in

our own pullet

farms and are

placed into the

laying flock once

they

reach maturity.

After eggs are

produced, they are

cleaned, graded and

packaged. Substantially all

our farms have

modern “in-line” facilities

which

mechanically

gather,

clean,

grade

and

package

the

eggs

at

the

location

where

they

are

laid.

The

in-line

generate

significant efficiencies

and cost

savings compared

to the

cost of

eggs produced

from non-in-line

facilities, which

process eggs

that

have

been

laid

at

another

location

and

transported

to the

facility.

The

in-line

also

produce

a

higher

percentage of USDA Grade A eggs, which sell at higher prices. Eggs

produced on farms owned by contractors are brought to our

processing plants to be graded

and packaged. We maintain a Safe Quality Food

(“SQF”) Management Program which is

overseen

by our

Food Safety

Department and

senior management

team. As

of June

every Company-owned

processing plant

is

SQF certified. Because shell eggs are perishable, we do not maintain large

egg inventories. Our egg inventory averaged

six days

of

sales during

fiscal

2024. We

believe

our constant

focus

on production

efficiencies

and

automation

throughout

our vertical

integrated operations enable us to be a low-cost supplier in our markets.

We

are proud

to have

created and

upheld

what we

believe is

a leading

poultry

Animal Welfare

Program

(“AWP”).

We

have

aligned our AWP

with regulatory,

veterinary and our third-party certifying

bodies’ guidance to govern the welfare

of animals in

our direct care,

our contract farmers’

care. We

continually review our

program to monitor

and evolve standards

that guide how

we hatch chicks,

rear pullets and nurture

breeder and layer hens.

At each stage

of our animals’ lives,

we are dedicated to

providing

welfare

aligned

to

our

commitment

to

the

of

the

internationally

Five

Freedoms

of

Animal

Welfare

.

We

do not

use artificial

hormones in

the production

of our

eggs. Hormone

use in

the poultry

and egg

production industry

has

been

effectively

banned

in

since

the

1950s.

We

have

an

written

protocol

that

allows

the

use

of

medically

important

antibiotics

only

when

animal

health

is

at

risk,

consistent

with

guidance

from

the

United

States

Food

and

Drug

Administration

(“FDA”)

and

the

Guidance

for

Judicious

Therapeutic

Use

of

Antimicrobials

in

Poultry,

developed

by

the

American Association of Avian Pathologists. When antibiotics are medically necessary, a licensed veterinary

doctor will approve

and

administer

doses

for

a

period.

We

do

not

use

antibiotics

for

growth

promotion

or

enhancement.

Specialty Eggs

We

are

one

of

the

largest

and

marketers

of

shell

eggs

in

the

U.S.,

which

continues

to

be

a

significant and growing segment

of the market.

We classify cage-free, organic, brown, free-range, pasture-raised and

enhanced as specialty eggs for accounting and

reporting purposes. Specialty eggs are intended to

meet the demands of consumers

sensitive to environmental, health and/or animal welfare issues and

to comply with state requirements for cage-free eggs.

Ten

states

have

passed

legislation

or

mandating

minimum

space

or

for

egg

or

mandated the sale of

only cage-free eggs and

egg products in

their states, with implementation

of these laws ranging

from January

2022 to January 2030. These states represent approximately 27% of the U.S. total population according to the 2020 U.S. Census.

California,

Massachusetts, Colorado, Oregon,

Washington,

and Nevada, which collectively

represent approximately 20% of

the

total estimated U.S. population have cage-free legislation in effect

currently.

A significant number of our customers have announced goals to either exclusively

offer cage-free eggs or significantly increase

the volume of

cage-free egg sales

in the future, subject

in most cases

to availability of supply, affordability and

consumer demand,

among other contingencies. Our customers typically do not commit to long-term purchases of specific quantities or types of eggs

with us, and as a result, it

is difficult to accurately predict customer requirements for cage-free eggs. We are focused on adjusting

our cage-free production capacity with

a goal of meeting the

future needs of our customers

in light of changing

state requirements

and our customer’s goals. As always, we strive to offer a product mix that aligns with current and

anticipated customer purchase

decisions. We are engaging with our customers to help them meet their announced goals and needs. We have invested significant

capital in recent years to acquire and construct cage-free facilities, and we expect our focus for future

expansion will continue to

include cage-free

facilities. Our

volume of

cage-free egg

sales has

continued to

increase and

account for

a larger

share of

our

product mix. Cage-free egg revenue represented approximately 29.5% of our total net shell egg

sales for fiscal year 2024. At the

same time, we understand the importance of our continued

ability to provide affordable conventional eggs in order to

provide our

customers with a variety of egg choices and to address hunger in our communities.

Branded Eggs

We are a member of the Eggland’s

Best, Inc. cooperative (“EB”) and produce, market, distribute and sell

Best®

and

Land O’

Lakes®

branded eggs

under license

from EB

at our

facilities under

EB guidelines.

EB hens

are fed

a proprietary

diet

and offerings

include nutritionally

enhanced, cage-free,

organic, pasture

-raised and

free-range eggs.

Land O’

Lakes®

branded

eggs are produced by hens that are fed a whole-grain vegetarian diet and

include brown, organic and cage-free eggs.

In 2023, EB was the third best-selling dairy brand in the U.S. The top two best-selling branded specialty egg SKUs in 2023 were

EB branded eggs

and seven

out of

10 best-selling SKUs

are EB

branded eggs. In

2023, our

sales (including sales

through affiliates)

represented approximately 50% of EB branded eggs and 45% of

Land O’ Lakes®

branded eggs nationwide.

Our

® brand eggs are

produced at our

facilities by hens that

are provided with a

vegetarian diet. Our

offerings

of

® include cage-free, organic and pasture raised eggs.

We market organic, vegetarian and omega-3 eggs under

our

4-Grain®

brand, which consists of

conventional and cage-free

eggs. Our

Sunups®

and

brands are sold

as

conventional eggs.

We also produce,

market and distribute private label specialty and conventional shell eggs to

several customers.

Egg Products

Egg products are shell eggs broken

and sold in liquid, frozen, or

dried form. We

sell liquid and frozen egg products

primarily to

the institutional, foodservice and food manufacturing sectors in the U.S. Our egg products are primarily sold

through our wholly

owned subsidiaries

American Egg

Products, LLC

located in

Georgia and

Texas

Egg Products,

LLC located

in Texas.

2024, egg product sales constituted approximately 3.8% of our revenue.

During March 2023,

MeadowCreek Food,

LLC (“Meadowcreek”),

a majority-owned subsidiary,

began operations with

a focus

on

being

a

leading

provider

of hard

-cooked

eggs.

We

serve

as the

preferred

supplier

of specialty

and

eggs that

MeadowCreek

needs

to

manufacture

egg

products.

MeadowCreek’s

plan

is

to

extend

our

reach

in

the

foodservice and retail marketplace and bring

new opportunities in the restaurant,

institutional and industrial food products arenas.

Summary of Conventional and Specialty Shell Egg and Egg Product

Sales

The

table

sets

forth

the

contribution

as

a

percentage

of

revenue

and

volumes

of

dozens

sold

of

and

specialty shell egg and egg product sales for the following fiscal years:

Revenue

Volume

Revenue

Volume

Revenue

Volume

Conventional Eggs

Branded

4.3

%

4.9

%

6.6

%

6.4

%

6.5

%

7.1

%

Private-label

46.8

54.4

52.9

52.6

48.3

54.9

Other

4.4

5.8

5.7

6.3

5.0

7.0

Total Conventional

Eggs

55.5

%

65.1

%

65.2

%

65.3

%

59.8

%

69.0

%

Specialty Eggs

Branded

20.3

%

17.4

%

18.0

%

20.4

%

24.2

20.0

%

Private-label

18.5

16.3

11.3

12.9

11.3

9.5

Other

1.0

1.2

1.1

1.4

1.0

1.5

Total Specialty Eggs

39.8

%

34.9

%

30.4

%

34.7

%

36.5

%

31.0

%

Egg Products

3.8

%

3.9

%

3.4

%

Marketing and Distribution

sold our

and egg products

in 39 states

through the

southwestern, southeastern,

mid-western, mid-

Atlantic and northeastern regions of the U.S. as

well as Puerto Rico through our

extensive distribution network to a diverse group

of customers, including national and regional grocery store chains,

club stores, companies servicing independent supermarkets in

the U.S., foodservice distributors

and egg product consumers.

Some of our sales are

completed through co-pack

agreements – a

common practice in the industry whereby production and processing of

certain products are outsourced to another producer.

The majority of eggs sold are based on the daily

or short-term needs of our customers. Most sales to established

accounts are on

payment terms ranging from

seven to 30

days. Although we

have established long-term relationships

with many of

our customers,

most of them are free to acquire shell eggs from other sources.

The shell eggs we

sell are either delivered to

our customers’ warehouse or retail

stores, by our own

fleet or contracted refrigerated

delivery trucks, or are picked up by our customers at our processing facilities.

We

are a member

of the Eggland’s

Best, Inc. cooperative

and produce, market,

distribute and

sell

Best®

and

Land

O’ Lakes®

branded eggs directly and through

our joint ventures, Specialty

Eggs, LLC and Southwest

Specialty Eggs, LLC, under

exclusive

license

in

Alabama,

Arizona,

Florida,

Georgia,

Louisiana,

Mississippi

and

Texas,

and

in

portions

of

Arkansas, California,

Nevada, North

Carolina,

Oklahoma and

South Carolina.

We

an exclusive

license in New

York

City in addition

to exclusivity in

select New York

metropolitan areas, including

areas within New

Jersey and Pennsylvania.

As

discussed above under “Branded Eggs,” we also sell our own

® and

4-Grain

® branded eggs.

In 2022, we

joined as a member

during the formation

of ProEgg, Inc. (“ProEgg”),

a new egg farmer

cooperative in the

western

United

States.

During

2024,

after

careful

review

and

full

we

decided

to

withdraw

our

membership

in

ProEgg.

The

withdrawal from ProEgg did not affect any of our existing customer

relationships.

Customers

Our top

three customers

an aggregate of

49.0%, 50.1%

and 45.9%

of net sales

dollars for

2023, and

2022,

Our largest

customer,

Walmart

Inc. (including

Sam's Club),

34.0%, 34.2%

and 29.5%

of net

sales dollars for fiscal 2024, 2023 and 2022, respectively.

For shell

egg

sales in

,

89% of

our revenue

related

to sales

to retail

and

11%

to sales

to

foodservice providers. Retail customers include primarily national and regional

grocery store chains, club stores, and companies

servicing independent

supermarkets in the U.S.

Foodservice customers include

primarily companies that

sell food products

and

related items to restaurants, healthcare and education facilities and hotels.

Competition

The production, processing,

and distribution of shell

eggs is an intensely

competitive business, which

has traditionally attracted

large numbers of

producers in the U.S. Shell

egg competition is generally

based on price, service and

product quality.

The shell

egg

remains

highly

fragmented.

to

Egg

Industry

Magazine

,

the

ten

largest

owned

approximately 54% and 53% of industry table egg layer hens at calendar

year-end 2023

Seasonality

Retail sales of shell eggs historically have been highest during the fall and winter months and lowest during the summer months.

Prices for shell eggs fluctuate

in response to seasonal demand

factors and a natural

increase in egg production during

the spring

and early summer.

Historically,

shell egg prices tend

to increase with the

start of the school

year and tend

to be highest prior

to

holiday

periods,

particularly

Thanksgiving,

Christmas

and

Easter.

Consequently,

and

all

other

things

being

equal,

we

would

expect to experience

lower selling prices,

sales volumes and net

income (and may

incur net losses) in

our first and

fourth fiscal

quarters ending in August/September and May/June, respectively. Accordingly, we generally expect our need for

working capital

to be highest during those quarters.

Growth Strategy

Our

growth

strategy

is

centered

on

growth

through

strategic

acquisitions,

organic

growth,

and

expansion

of

our

We

believe

that

we

can

to

expand

our

market

reach

through

strategic

and

achieve

favorable

returns

through

our

proven

model

emphasizing

synergies

and

efficient

Organic

growth

is

grounded in

our culture of

operational excellence

to optimize everything

we can control.

We

are committed

to investing in

our

existing operations

to increase sales,

profitability and

customer service.

We

have continued to

increase our production

of cage-

free shell eggs and

other higher value specialty

eggs such as pasture-raised,

free-range and organic

shell eggs. We

believe there

is long-term

growth potential

in value-added

products such

as hard-cooked

eggs, which

will enable

us to

leverage our

existing

channels,

expand

our

reach

in

foodservice

and

retail

marketplaces

and

bring

new

opportunities

in

the

restaurant,

institutional and industrial food products arenas.

Trademarks

and License Agreements

We own the trademarks

Farmhouse Eggs®

,

Sunups®

,

and

4Grain®

. We produce and

market

Egg-Land's Best

®

and

Land O’ Lakes

® branded eggs under

license agreements with

EB. We

believe these trademarks

and license agreements

are

important to our business.

Government Regulation

Our facilities and

operations are subject

to regulation by

various federal, state,

and local agencies,

including, but not

limited to,

the FDA,

USDA, Environmental

Protection

Agency (“EPA

”), Occupational

Safety and

Health Administration

("OSHA") and

corresponding state agencies. The applicable regulations relate to grading, quality control, labeling,

sanitary control and reuse or

disposal of waste. Our shell egg facilities are subject to periodic USDA, FDA, EPA and OSHA

inspections. Our feed production

facilities are subject to FDA, EPA

and OSHA regulation and inspections.

We maintain

inspection programs

and in certain cases

utilize

certification

bodies

to

monitor

compliance

with

our

own

and

specifications. It is possible that

we will be required to incur

significant costs for compliance with

such statutes and regulations.

In the future, additional rules could be proposed that, if adopted, could

increase our costs.

A number of

states have passed

legislation or regulations mandating

minimum space or

cage-free requirements for

or have

mandated the

sale of

only cage-free

in their

states. For

further information

the heading

“Specialty Eggs” within this section.

Environmental Regulation

Our operations and facilities are subject to various federal, state, and local environmental, health and safety laws and regulations

governing,

among

other

things,

the

generation,

storage,

handling,

use,

transportation,

and

of

hazardous

materials. Under these laws and regulations, we must obtain permits from governmental authorities,

including, but not limited to,

wastewater discharge

permits. We

have made, and

will continue to make,

capital and other expenditures

relating to compliance

with

existing

environmental,

health

and

safety

and

permits.

We

are not

currently

aware

of any

capital expenditures necessary to comply with such laws and regulations; however,

as environmental, health and safety laws and

regulations are becoming increasingly

more stringent, including

those relating to animal wastes

and wastewater discharges,

it is

possible that we will have to incur significant costs for compliance with such

laws and regulations in the future.

Human Capital Resources

As of June 1, 2024, we had 3,067 employees, of whom 2,370 worked in egg production, processing,

and marketing, 204 worked

in

feed

mill operations

and 493, including

our

executive officers,

were

employees. Approximately

4.5% of

our

personnel

are

part-time, and we

utilize

employment

agencies

and

contractors

to

augment

our

staffing needs when necessary.

For fiscal 2024, we

had 1,962 average monthly

contingent workers. As of June

1, 2024, none of

our employees were covered by a collective bargaining agreement.

We consider our

relations with employees to be good.

Culture and Values

We

are

proud

to

be contributing corporate

citizens

where

we live

and

work and to

help create healthy,

prosperous

communities. Our

colleagues

help

us

to

enhance our community

contributions,

which are driven

by

our longstanding culture that strives to promote an environment that upholds integrity and respect and provides opportunities for

each colleague to

realize full potential. These commitments

are encapsulated in

the

Cal-Maine Foods Code

of Ethics and

Conduct

and in our

Human Rights Statement

.

Health and Safety

Our top priority is the

health and safety of our

employees, who continue to produce

high-quality,

affordable egg choices for

our

customers and contribute to a

stable food supply. Our enterprise safety committee is

comprised

of two corporate safety managers,

nine area compliance managers (three

specifically for worker health and

safety), and 55 local

site compliance managers, feed mill

managers

and

general

managers.

The

committee

that

oversees health

and

safety regularly

reviews

our

written policies

and

changes to OSHA regulation standards and shares information as it relates to outcomes from incidents in order to improve future

performance and

our health

and safety

practices.

The committee’s

goals include

working to

help ensure

that our

engagements

with our consumers, customers, and regulators evidence our strong

commitment to our workers’ health and safety.

Our commitment to our colleagues’ health includes a strong

commitment to on-site worker safety,

including a focus on accident

prevention and life safety.

Our Safety and Health Program

is designed to promote best

practices that help prevent

and minimize

workplace accidents and illnesses. The scope of our Safety and

Health Program applies to all enterprise colleagues. Additionally,

to

help

protect

the health

and well-being

of

our

colleagues and

people

in our

value

chain,

we

require

that any

contractors

or

vendors

acknowledge

and

agree

to

comply

with

the

guidelines

governed

by

our

Safety

and

Health

Program.

At

each

of

our

locations, our general managers are expected to

uphold and implement our Safety and Health Program in alignment

with OSHA

requirements. We

believe that

this program,

which is reviewed

annually by

our senior management

team, contributes

to strong

safety outcomes. As part of our

Safety and Health Program, we conduct multi-lingual training that

covers topics such as slip-and-

fall avoidance, respiratory protection, prevention of

hazardous communication of chemicals, the

proper use of personal

protective

equipment, hearing

conservation, emergency

response, lockout

and tagout

of equipment

and forklift

safety,

among others.

We

have

also

installed dry

hydrogen

peroxide biodefense

systems

in

our

to

help

protect

our

colleagues’

respiratory health. To help drive

our focus on

colleague safety, we developed safety

committees at each

of our sites

with employee

representation from each department.

We

review

the success

of our

safety programs

on a

monthly basis

to monitor

their effectiveness

and

the development

of any

trends that need to

be addressed. During fiscal

year 2024

our recordable incident rates

decreased by 20% compared to

People

Our

strength

as

a

company

comes

from

our

at

all

levels

and

we

have

a

long-established

culture

that

values

each

individual’s

contributions

and

encourages

productivity

and

growth.

This

culture is driven

by

our

board

and

executive

management team. Our

board is comprised

of seven members, four

of whom are independent,

two of whom

are women, one of

whom is of

a racial

or ethnic minority. As of

June 1,

2024, our

total workforce was comprised

of 31% women and

56% individuals

who identify as

racial or ethnic

minorities. Our Policy against Harassment,

Discrimination, Unlawful

or Unethical Conduct

and

Retaliation; Reporting

Procedure affirms

our commitment

to supporting

our employees

regardless of race,

color, religion,

sex,

national origin or any other basis protected by applicable law.

We

are

an

Equal

Opportunity

Employer

that

prohibits

any

violation

of

federal,

state,

or

local

law

employment. Discrimination

on any

basis protected

by applicable

law is

prohibited.

We

maintain strong

protocols to

help our

colleagues perform their jobs

free from harassment

and discrimination. We are committed

to offering our

colleagues opportunities

commensurate with our operational needs and their experiences, goals

and contributions.

Recruitment, Development and Retention

We

believe

in compensating

our

colleagues

with

fair

and competitive wages, in

addition

to offering

competitive benefits. Approximately 76% of our employees

are paid at hourly rates, which are all paid at rates above

the federal

minimum

wage

requirement.

We

offer

our

full-time

eligible

a

range

of

benefits,

company-paid

life

insurance. The Company provides a comprehensive self-insured health plan and pays approximately 82% of the costs of the plan

for

participating

and

their

families

as

of

December

31,

2023. Recent

benchmarking

of

our health

plan

indicates comparable

benefits, at

lower

employee contributions, when compared

to an applicable

Agriculture

and

Food Manufacturing sector grouping, as well as peer group data.

In addition, we offer employees the opportunity to purchase an

extensive range of other group

plan benefits, such as dental, vision,

accident, critical illness, disability

and voluntary life.

After

one

year

of

employment, full-time employees

who

meet

eligibility

requirements may

elect

to participate

in

our

KSOP retirement plan,

which

offers

a

range

of

alternatives

and

many positive features,

such

as

automatic enrollment with scheduled

automatic contribution

increases and loan

provisions. Regardless of

the

employees’ elections

to contribute

to

the

KSOP,

the

Company contributes shares

of Company

stock or

cash

equivalent

to 3%

of participants’ eligible compensation for each pay period that hours

are worked.

We

provide

training

and

development related

to

safety,

compliance,

and

task

training.

We

invest

in

developing our future leaders through our Management Intern, Management

Trainee and informal mentoring programs.

Sustainability

We understand that climate, and the potential

consequences of climate change, freshwater availability and preservation of global

biodiversity, in addition to

responsible management of

our flocks, are

vital to

the production of

high-quality eggs and

and to the success of our

Company. We have engaged in agricultural production for

more than 60

years. Our agricultural practices

continue to evolve as we continue to strive to meet the need for nutritious, affordable foods to feed a growing population

even as

we

exercise responsible

natural

resource

stewardship

and

conservation.

We

published our

most

recent sustainability report

for

our fiscal 2023 in July

2024, which is available on

our website. Information

contained on our website is not

a part of this report

on Form 10-K.

Our Corporate Information

We

a

website

at

www.calmainefoods.com

where

general

about

our

and

governance

matters is

available. The

information contained

in our

website is

not a

part of

this report.

Our Annual

Reports on

Form 10-K,

Quarterly Reports on

Form 10-Q, Current Reports

on Form 8-K, proxy

statements, and all amendments

to those reports filed

or

furnished pursuant

to Section

13(a) or

15(d) of

the Exchange

Act are

available, free

of charge,

through our

website as

soon as

practicable

after

we

file

them

with,

or

furnish

them

to,

the

SEC.

In

the

SEC

maintains

a

website

at

www.sec.gov

that

contains

reports,

proxy

and

statements,

and

other

issuers

that

file

electronically with the SEC. Cal-Maine Foods, Inc. is a Delaware corporation,

incorporated in 1969.