CAL-MAINE FOODS INC

cash flow

and financial condition.

For further

discussion, see, in

this report,

the Consolidated

Financial Statements,

Note 10

– Commitments

and Contingencies

and, in

our 2024

Annual

Report,

Part

I.

Item

Legal

Proceedings

and

Part

II.

Item

Notes

to

the

Note

–

Commitments and Contingencies. Such lawsuits, investigations

and other legal matters are

expensive to respond to and

defend,

divert management’s

attention, and may

result in

significant adverse judgments

or settlements.

Legal proceedings may

expose

us

to

negative

publicity,

which

could

adversely

affect

our

reputation

and

preference

for

our

and

brands.

The Company’s pending Echo Lake Acquisition may not be completed and, if completed, may not achieve the results we

anticipate.

The completion

of the

pending acquisition

of Echo

is subject

to a

number of

risks and

uncertainties,

many of which are outside of the Company’s control, including:

●

conditions to the closing of the proposed transaction may not be satisfied;

Index

●

antitrust clearance required for the proposed transaction may not be obtained, or required antitrust clearance may delay

the

transaction

or

result

in

the

imposition

of

that

could

have

a

adverse

effect

on

the

Company

or

Echo

Lake

Foods

or

cause

certain

to

closing

not

to

be

satisfied,

which

could

result

in

the

termination of the acquisition agreement;

●

the timing of completion of the proposed transaction is uncertain;

●

the

of

the

Company

or

Echo

Lake

Foods

may

suffer

as

a

result

of

uncertainty

surrounding

the

transaction;

●

events, changes or other circumstances could occur that could give rise to the termination of the acquisition agreement;

●

there are

risks related

to disruption of

management’s

attention from

the ongoing

business operations

of the

Company

or Echo Lake Foods due to the proposed transaction;

●

the

announcement

or

pendency

of

the

transaction

could

affect

the

of

the

Company

or

Echo

Lake

Foods

with

its

supplier,

results

and

generally,

on

the

ability

of

the

Company or Echo Lake Foods to retain employees; and

●

the Company or

Echo Lake Foods

may be adversely

affected by other

economic, business, and/or

competitive factors

as well as management’s response to any of the aforementioned factors.

Although we have already

diversified our business with

ready-to-eat product offerings,

the Echo Lake Acquisition

represents a

significant expansion of

this strategy.

Accordingly, we

may experience unexpected

challenges in integrating

and managing the

business of

Foods. Integrating

Foods’ business

may be

more costly

or time

consuming than

we expect.

Even if

the acquisition

is completed

and the

business of

Foods is

successfully integrated,

we may

not realize

the

we

expect

from

the

the

synergies,

cost

savings,

reduction

in

earnings

volatility,

margin

expansion, financial returns, expanded customer relationships, or sales or growth opportunities.