Entry into a Material Definitive Agreement On August 31, 2026, Cal-Maine Foods, Inc. (the “Company”), as borrower, and certain of its wholly-owned direct and indirect domestic subsidiaries, as guarantors (the “Guarantors”), entered into a Second Amended and Restated Credit Agreement effective as of that date (the “New Credit Agreement”) with BMO Bank N.A. (the “Administrative Agent”), as Administrative Agent, and other lenders party thereto. The New Credit Agreement amends and restates the Co…

– Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information contained in

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules an d regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

Director — Haley R. Fisackerly and Michael J. Highfield: The board expanded its size and appointed two new independent directors.

Director — Dudley D. Wooley: Mr. Wooley was appointed as an independent Class III director and will join several Board committees.

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

Other Events On March 2, 2026, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing the acquisition of the shell egg, egg products, and prepared foods assets of Creighton Brothers LLC , including Crystal Lake LLC , for a total purchase price of approximately $130 million, subject to customary post-closing adjustments. Cal-Maine Foods is funding the acquisition with available cash on hand. A copy of the Company’s press release is attached hereto as Exhibit 99.1 to this Curre…

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

Director — Melanie Boulden: The filing discloses the appointment of a new independent director to an expanded board, which is a routine governance action rather than an executive departure.

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

Other Events On June 2, 2025, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing it has closed the previously announced acquisition of Echo Lake Foods, LLC (formerly Echo Lake Foods, Inc.) and certain related companies (collectively “Echo Lake Foods”). Echo Lake Foods produces, packages, markets and distributes ready-to-eat egg products and breakfast foods, including waffles, pancakes, scrambled eggs, frozen cooked omelets, egg patties, toast and diced eggs. A copy of the…

Entry into a Material Definitive Agreement. Secondary Offering On April 15, 2025, the Company entered into an underwriting agreement (the “ Underwriting Agreement ”) with the Selling Stockholders (as defined below) and Goldman Sachs & Co. LLC in connection with the offer and sale (the “ Offering ”) of 2,978,740 shares (the “ Underwritten Shares ”) of the common stock, par value $0.01 per share (the “ Common Stock ”), of Cal-Maine Foods, Inc. (the “ Company ”) by the four daughters of the Comp…

Material Modification to Rights of Security Holders. The information set forth in

Unregistered Sales of Equity Securities. In connection with the Class A Conversion, and pursuant to the Conversion Agreement and the Third Restated Charter, on April 14, 2025, the Company issued 4,800,000 Common Shares in exchange for the 4,800,000 Class A Shares that were converted. The issuance of the Common Shares as a result of the Class A Conversion was made without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration afforded by Secti…

Changes in Control of Registrant. As a result of the Class A Conversion, Daughters’ LLC and its members no longer control a majority of the Company’s total voting power, and the Company is no longer considered a “controlled company” under the rules of The Nasdaq Stock Market. The Class A Conversion represents a dissipation of control, not a “change of control” in the traditional sense, because no third party acquired control of the Company as a result of the Class A Conversion. For example, t…

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.

The filing describes the entry into standard indemnification agreements with officers, which is a routine administrative or legal arrangement rather than a change in management personnel.

Material Modification to Rights of Security Holders. On the Restated Charter Effective Date, the Company filed the Restated Charter with the Delaware Secretary of State and the Restated Charter became effective upon filing. The Restated Bylaws also became effective on the Restated Charter Effective Date. The Restated Charter and Restated Bylaws modified the rights of the holders of a class of securities of the Company registered pursuant to Section 12(b) of the Securities Exchange Act of 1934…

Entry into a Material Definitive Agreement Lender Consent (Second Amendment to Amended and Restated Credit Agreement) On March 25, 2025, the Company entered into the Second Amendment to Amended and Restated Credit Agreement (as amended, the “Credit Agreement”) between Cal-Maine Foods, Inc. and certain subsidiaries as guarantors, BMO Bank N.A. as administrative agent and the lenders party thereto (the “Second Amendment”). Under the Credit Agreement, a Change of Control is an event of default.…

Changes in Control of Registrant. (a) The Company has not experienced a change of control. (b) As described in Item 1.01, if the Class A Conversion occurs, Daughters’ LLC will no longer control a majority of the Company’s total voting power, and the Company would no longer be a “controlled company” under the rules of The Nasdaq Stock Market. As described in Item 1.01, the Conversion Agreement does not require Daughters’ LLC to convert its Class A Shares or to sell any shares of the Company. T…

Regulation FD Disclosure. The Company also announced on February 25, 2025 that its Board has approved a new $500 million share repurchase program. The share repurchase program authorizes the Company, in management’s discretion, to repurchase Common Shares 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 actual timing, number and val…

Termination of a Material Definitive Agreement. Pursuant to the Conversion Agreement, that certain Agreement Regarding Common Stock, dated as of July 20, 2018, by and among the Company and the Members, among others, which is filed as Exhibit 10.1 to the Company’s annual report on Form 10- K for the fiscal year ended June 1, 2024, terminated on February 25, 2025, upon execution and delivery of the Conversion Agreement.

Entry into a Material Definitive Agreement. Background Cal-Maine Foods, Inc. (“Cal-Maine Foods,” the “Company,” “we,” “us” or “our”) has been controlled by members of the family of our founder, Fred R. Adams, Jr., since its founding and since it became a public company. In connection with Mr. Adams’ estate planning in 2018, Mr. Adams’ four daughters and Adolphus B. Baker, Chair of the Company’s Board of Directors (the “Board”) and Mr. Adams’ son-in-law (the “Members”) (and/or their respective…

of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such filing or document.