CAL-MAINE FOODS INC

ITEM

MARKET

FOR

REGISTRANT’S

COMMON

EQUITY,

RELATED

STOCKHOLDER

MATTERS

AND

ISSUER PURCHASES OF EQUITY SECURITIES

We

began fiscal

year 2025

with two

classes of

capital stock,

and Class

Stock. During

fiscal year

2025, we retired our Class A Common Stock following the conversion of all of

these shares into Common Stock. Our Common

Stock trades on the Nasdaq Global Select Market under the symbol “CALM”.

With the conversion of Class

A Common Stock, we are no longer

a “controlled company” under the rules of The Nasdaq

Stock

Market. For

additional information,

see

.

At July 11,

2025, there

were approximately

230 record

holders

of

our

Common

Stock

and

97,658

beneficial

owners

whose

shares

were

held

by

nominees

or

broker

dealers. For additional information about

our capital structure and the

conversion of our Class A

Common Stock into Common

Stock, see

in Part II. Item 8. Notes to the Consolidated Financial Statements and Exhibit 4.1 to this report.

Dividends

Cal-Maine has

a variable

dividend policy

adopted by

the Board. Pursuant

to the

policy, Cal-Maine pays

a dividend

to stockholders

of its Common Stock (and, when it was outstanding, Class A Common Stock) on a

quarterly basis for each quarter for which the

Company reports net income attributable to Cal-Maine Foods,

Inc. computed in accordance with generally accepted accounting

principles

(“GAAP”)

in

the

U.S.,

in

an

amount

equal

to

one-third

(1/3)

of

such

quarterly

net

income. Dividends

are

paid

to

stockholders of record as of

the 60th day following

the last day of such

quarter, except for the fourth fiscal

quarter. For the fourth

quarter, the

Company pays dividends to

stockholders of record on

the 65th day after

the quarter end. Dividends

are payable on

the 15th

day following

the record

date. Following

a quarter

for which

does not

report net

income attributable

to

Cal-Maine Foods, Inc., the Company will not pay a dividend for a subsequent profitable quarter until the

Company is profitable

on a

cumulative basis

computed from

of the

last quarter

for which

a dividend

was paid. Under

the Company's

Credit

Facility, dividends are restricted to the amount permitted under the Company’s current dividend policy,

and may not be paid if a

default exists or will

arise after giving effect

to the dividend or

if the sum of

cash and cash equivalents of

the Company and its

subsidiaries plus availability under the Credit Facility equals less than $50 million.

Stock Performance Graph

The

Company

utilized

the

(i)

Russell

Total

Return,

and

(ii)

S&P

Composite

Food

Products

Industry

Index

to

benchmark the Company’s

total shareholder return. The

Company is a

member of each

of these indexes

and believes the

other

in

these

indexes

provide

and

services

similar

to

Foods.

The

graph

total

shareholder return and assumes $100 was invested on May 29, 2020 in the stock or index and dividends were reinvested.

May 29, 2020

May 28, 2021

May 27, 2022

June 2, 2023

May 31, 2024

May 30, 2025

$

100.00

$

78.41

$

108.43

$

117.77

$

158.30

$

264.77

Russell 2000 Total Return

100.00

164.56

138.45

136.40

156.55

158.40

S&P Composite 1500 Food

Products Industry Index

100.00

124.39

133.27

140.76

128.16

118.82

Issuer Purchases of Equity Securities

The following table is a summary of our fourth quarter 2025 shares repurchases:

Issuer Purchases of Equity Securities

Total Number of

Maximum Approximate

Shares Purchased

Dollar Value of

Total Number

Average

as Part of Publicly

Shares that May Yet

of Shares

Price Paid

Announced Plans

Be Purchased Under

Period

Purchased

per Share

or Programs

the Plans or Programs (a)

3/02/25 to 3/29/25

—

$

—

—

$

—

3/30/25 to 4/26/25

551,876

90.60

551,876

450,000,034

4/27/25 to 5/31/25

—

—

—

—

551,876

$

—

551,876

$

450,000,034

(a)

On February 25, 2025,

the Company announced a $500

million share repurchase program.

The share repurchase program

authorizes the Company, in management’s discretion, to repurchase shares of Common Stock from time

to time for an aggregate

purchase price

up to

$500 million

(exclusive of

any fees,

taxes, commissions

or other

expenses related

to such

repurchases),

subject to market conditions and other

factors. The share repurchase program does

not obligate the Company to repurchase any

specific amount of shares, does

not have an expiration date,

and may be suspended, modified

or discontinued at any time

without

prior notice. For

additional information regarding

the shares repurchased

under the program

during the fourth

quarter of 2025,

see

in Part II. Item 8. Notes to the Consolidated Financial Statements.

Recent Sales of Unregistered Securities

Except as

previously disclosed

the issuance

of Common

Stock upon

conversion of

Stock, no

sales of securities without registration under the Securities Act of 1933 occurred during our fiscal year ended May 31, 2025.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

(a)

(b)

(c)

Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights

Weighted average

exercise price of

outstanding

options, warrants

and rights

Number of securities

remaining available for future

issuance under equity

compensation plans (excluding

securities reflected in column

(a))

Equity compensation plans

approved by stockholders

—

$

—

813,298

Equity compensation plans not

approved by stockholders

—

—

—

Total

—

$

—

813,298

(a)

There were no outstanding options, warrants or rights as of May 31, 2025. There were 212,717 shares of restricted

stock outstanding under our Amended and Restated 2012 Omnibus Long-Term Incentive Plan as of May 31, 2025.

(b)

There were no outstanding options, warrants or rights as of May 31, 2025.

(c)

Reflects shares available for

future issuance as of

May 31, 2025 under

our Amended and Restated 2012

Omnibus

Long-Term Incentive Plan.

For additional

information, see

Note 13 – Stock-Based Compensation

in Part

to the

Consolidated Financial

Statements.