CAL-MAINE FOODS INC
For the period ended May 31, 2025. Filed Jul 22, 2025.
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FY2025 · Filed Jul 22, 2025
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Part IV
SCHEDULES
(a)(1)
Financial Statements
The following consolidated financial
statements and notes thereto
of Cal-Maine Foods, Inc.
and its subsidiaries are
included in
(PCAOB
)
3, 2023
Consolidated Statements of Changes in Stockholders' Equity for the Fiscal Years Ended May 31, 2025, June 1,
2024, and June 3, 2023
Notes to Consolidated Financial Statements
(a)(2)
Financial Statement Schedule
All schedules are
omitted either because
they are not
applicable or required, or
because the required
information is included
in
the financial statements or notes thereto.
(a)(3)
Exhibits Required by Item 601 of Regulation S-K
See Part (b) of this Item 15.
(b)
Exhibits Required by Item 601 of Regulation S-K
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number
Exhibit
2.1
Echo Lake Purchase Agreement (incorporated by reference to Exhibit 10.5 to the Registrant's Form 10-Q, filed
April 8, 2025)
3.1
Fourth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to
Exhibit 4.1 in the Registrant’s Form S-3, filed April 15, 2025, Registration No. 333-286548)
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
Form 8-K, filed March 27, 2025)
4.1
Description of Registrant's Securities Registered Under Section 12 of the Exchange Act
10.1
Amended and Restated Credit Agreement, dated November 15, 2021, among Cal-Maine Foods, Inc., the
Guarantors, BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to
Exhibit 10.1 in the Registrant's Form 8-K, filed November 19, 2021)
10.2
First Amendment to Credit Agreement, dated May 26, 2023, among Cal-Maine Foods, Inc., the Guarantors,
BMO Harris Bank N.A., as Administrative Agent, and the Lenders (incorporated by reference to Exhibit 10.5
to the Registrant's Form 10-K filed July 25, 2023)
10.3
Second Amendment entered into as of March 25, 2025 to Amended and Restated Credit Agreement between
Cal-Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative agent and the
lenders party thereto (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed March 27,
10.4
Agreement Regarding Conversion dated February 25, 2025 by and among Cal-Maine Foods, Inc. DLNL, LLC,
and each member of DLNL, LLC (incorporated by reference to Exhibit 99.1 to the Registrant's Form 8-K,
filed February 25, 2025)
10.5*
Form of Indemnification Agreement with Directors and Officers (incorporated by reference to Exhibit 99.2 to
the Registrant’s Form 8-K, filed March 27, 2025)
10.6*
Cal-Maine Foods, Inc. KSOP, as amended and restated, effective April 1, 2012 (incorporated by reference to
Exhibit 4.4 in the Registrant’s Form S-8, filed March 30, 2012)
10.7*
Cal-Maine Foods, Inc. KSOP Trust, as amended and restated, effective April 1, 2012 (incorporated by
reference to Exhibit 4.5 in the Registrant’s Form S-8, filed March 30, 2012)
10.8*
Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 8-K filed October 2, 2020)
10.9*
Amendment No. 1 to the Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-Term Incentive
Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Form 8-K, filed March 27, 2025)
10.10*
Form of Restricted Stock Agreement for Amended and Restated Cal-Maine Foods, Inc. 2012 Omnibus Long-
Term Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant's Form 10K filed July 19,
10.11*
Form of Performance Share Unit Awards (incorporated by reference to Exhibit 10.7 to the Registrant’s Form
10-Q, filed April 8, 2025)
10.12*
Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.6 to the
Registrant’s Form 10-Q, filed April 8, 2025)
10.13*
Supplemental Executive Retirement Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.1
to the Registrant’s Form 8-K filed March 27, 2023)
10.14*
Split Dollar Life Insurance Plan, adopted March 24, 2023 (incorporated by reference to Exhibit 10.2 to the
Registrant’s Form 8-K filed March 27, 2023)
10.15*
Deferred Compensation Plan, dated November 15, 2021 (incorporated by reference to Exhibit 10.2 in the
Registrant's Form 8-K, filed November 19, 2021)
19.1
Insider Trading Policy (incorporated by reference to Exhibit 19.1 in the Registrant's Form 10-K, filed July 23,
21
Subsidiaries of the Registrant
23.1
Consent of FROST, PLLC
31.1
Rule 13a-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a) Certification of Chief Financial Officer
32*
Section 1350 Certifications of the Chief Executive Officer and the Chief Financial Officer
Incentive-Based Compensation Recovery Policy (incorporated by reference to Exhibit 97 in the Registrant's
Form 10-K, filed July 23, 2024)
101.SCH***+
Inline XBRL Taxonomy Extension Schema Document
101.CAL***+
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF***+
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB***+
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE***+
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Management contract or compensatory plan or arrangement
Filed herewith as an Exhibit
Furnished herewith as an Exhibit
Submitted electronically with this Annual Report on Form 10-K
(c)
Financial Statement Schedules Required by Regulation S-X
All schedules for which provision is made in
the applicable accounting regulations of the Securities and Exchange Commission
are not required under the related instructions or are inapplicable and therefore have been omitted.
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