Every material Form 8-K Cal-Maine Foods has filed with the SEC since February 25, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Cal-Maine Foods reported a net loss attributable to the company of $58.6 million, or $1.26 per diluted share, for the first quarter ended August 29, 2026, compared with net income of $199.3 million, or $4.12 per diluted share, a year earlier. Net sales fell 41.5% to $539.6 million, mainly because conventional shell egg prices dropped sharply, and the company will pay no cash dividend for the quarter.
Net sales were $539.6 million, down from $922.6 million, a decrease of 41.5%.
Operating loss was $82.2 million, compared with operating income of $249.2 million a year earlier.
Conventional Shell Eggs segment loss was $71.0 million, with average selling price per dozen down 59.3%.
No cash dividend for the quarter; cumulative loss to recover before a future dividend was $94.5 million as of August 29, 2026.
Cal-Maine Foods entered a Second Amended and Restated Credit Agreement dated August 31, 2026, with BMO Bank N.A. as administrative agent, providing a senior unsecured revolving credit facility of up to $250 million. As of September 1, 2026, nothing had been borrowed under the facility and $5.9 million in standby letters of credit had been issued, and the facility matures August 31, 2031. The filing does not describe a new borrowing, but it sets the terms under which the company can borrow, including covenants that limit dividends and share repurchases.
Revolver of up to $250 million, with a $25 million sublimit for standby letters of credit and a $25 million sublimit for swingline loans
No amounts borrowed as of September 1, 2026; $5.9 million in standby letters of credit issued
Five-year term maturing August 31, 2031; amends and restates the credit agreement dated November 15, 2021
Covenants include a maximum Total Funded Debt to Capitalization Ratio of 50% tested quarterly and a minimum Tangible Net Worth of $1.5 billion plus 50% of consolidated net income (if positive) less permitted restricted payments
Cal-Maine Foods reported a fourth-quarter fiscal 2026 net loss attributable to the company of $35.9 million, or $0.76 per diluted share, compared with net income of $342.5 million, or $7.01 per diluted share, a year earlier. Net sales fell 49.9% to $552.6 million as industry oversupply drove wholesale shell egg prices to historically low inflation-adjusted levels, and the company did not declare a Q4 dividend.
Q4 net sales of $552.6 million, down 49.9% from $1.10 billion; Q4 operating loss of $58.8 million
Fiscal 2026 diluted EPS of $6.63, down from $24.95; fiscal year net sales of $2.91 billion, down 31.7%
Conventional Shell Eggs operating loss of $40.6 million in Q4; Prepared Foods operating income of $8.8 million
New $54 million investment to expand Prepared Foods capacity by about 30%, beginning in the first half of fiscal 2028
Cal-Maine Foods increased its board from eight to ten directors on June 23, 2026, and appointed Haley R. Fisackerly and Michael J. Highfield as independent directors. The filing says the board is now seven independent directors out of ten, and both new directors will join the Compensation, Audit, and Nominating and Corporate Governance Committees. The appointments are a governance change rather than a financial result, and the filing reports no earnings or guidance figures.
Board increased from eight to ten directors; Fisackerly (Class II, term to 2026 annual meeting) and Highfield (Class III, term to 2027 annual meeting)
Each new director receives a $45,000 annual fee and a restricted stock award with a target grant date value of $100,000, vesting 100% on January 12, 2029
Fisackerly is President and CEO of Entergy Mississippi, LLC; Highfield is Provost and Executive Vice President of Mississippi Christian University
Cal-Maine Foods added Dudley D. Wooley, CEO of Ross & Yerger Insurance, Inc., as an independent Class III director, filling the seat left by Jim Poole, who recently passed away. Mr. Wooley joins the Compensation, Audit, and Nominating and Corporate Governance committees and receives standard non-employee director pay, which the filing does not show affecting company financial results.
Term runs until the 2027 annual meeting; Board determined he is independent under Nasdaq listing standards.
Annual director fee of $45,000, paid quarterly in advance; RSAs with a $100,000 target grant value approved March 31, 2026, vesting 100% on January 12, 2029.
Succeeds Jim Poole, who recently passed away; press release announcing the appointment dated April 1, 2026.
The filing dates the appointment to March 31, 2025, while the RSA grant is dated March 31, 2026, so the appointment date appears to contain an error.
Cal-Maine Foods reported fiscal third-quarter 2026 results for the period ended February 28, 2026, with net sales down 53.0% to $667.0 million and net income attributable to the company down 90.1% to $50.5 million. Management attributed the decline mainly to much lower egg prices compared with the prior year, and the filing gives no updated numeric guidance, so shareholders face a sharply weaker quarter.
Net sales of $667.0 million, down 53.0%; conventional egg sales fell 72.1% with 70.1% lower selling prices
Net income attributable to Cal-Maine Foods of $50.5 million, down 90.1%; diluted EPS of $1.06 versus $10.38 a year earlier
The company repurchased 329,830 shares for $24.3 million in the quarter; $350.8 million remains under its $500 million authorization
Cash dividend of about $0.36 per share, payable May 14, 2026 to holders of record on April 29, 2026
Cal-Maine Foods reported fiscal 2026 second-quarter results for the period ended November 29, 2025. Net sales fell 19.4% to $769.5 million, and diluted earnings per share fell 52.3% to $2.13, as shell egg selling prices dropped 26.5%. The company also said it will pay a dividend of approximately $0.72 per share and repurchased $74.8 million of its stock during the quarter.
Net sales were $769.5 million, down 19.4% from $954.7 million a year earlier.
Net income attributable to Cal-Maine Foods was $102.8 million, down 53.1%; diluted EPS was $2.13 versus $4.47.
Shell egg sales fell 28.1%, with selling prices 26.5% lower and sales volume 2.2% lower.
Dividend of approximately $0.72 per share is payable February 12, 2026, to holders of record on January 28, 2026.
Cal-Maine Foods reported results for the first quarter of fiscal 2026, ended August 30, 2025. Net sales rose 17.4% to $922.6 million, and diluted earnings per share rose 34.6% to $4.12, with the Echo Lake Foods acquisition adding $70.5 million to sales. The company also declared a dividend of $1.37 per share, payable November 13, 2025, to holders of record on October 29, 2025.
Net sales of $922.6 million, up 17.4% from $785.9 million a year earlier
Diluted EPS of $4.12, up from $3.06; net income attributable to the company of $199.3 million, up 32.9%
Operating income of $249.2 million, up 33.3%; gross profit of $311.3 million, up 25.9%
Dividend of $1.37 per share, payable November 13, 2025, to holders of record on October 29, 2025
Cal-Maine Foods increased its board from seven to eight directors by appointing Melanie Boulden as an independent Class I director effective August 11, 2025. The company also named Keira Lombardo as its first Chief Strategy Officer, effective immediately, and the filing describes both appointments as changes to its leadership and governance structure without reporting any financial results.
Melanie Boulden appointed independent Class I director effective August 11, 2025, serving until the 2025 annual meeting; she joins the Compensation, Audit, and Nominating and Corporate Governance Committees effective September 1, 2025
Boulden receives an annual director fee of $45,000 paid quarterly in advance, plus a grant of 938 restricted stock awards that vest 100% on January 14, 2028
Keira Lombardo appointed first Chief Strategy Officer, an executive officer, effective immediately; she most recently served as Chief Executive Officer of Dairy MAX
Cal-Maine Foods reported fourth-quarter fiscal 2025 net sales of $1.1 billion and net income attributable to the company of $342.5 million, or $7.04 per diluted share, compared with $640.8 million and $2.32 a year earlier. The company said higher egg prices, driven by reduced shell egg supply from avian influenza outbreaks, were the main reason for the increase. The company also declared a dividend of approximately $2.35 per share, payable August 19, 2025, under its variable dividend policy.
Q4 net sales were $1.1 billion, compared with $640.8 million a year earlier.
Q4 net income attributable to Cal-Maine Foods was $342.5 million, or $7.04 per diluted share, versus $113.2 million, or $2.32 per diluted share.
Fiscal 2025 net income attributable to the company was $1.2 billion, or $24.95 per diluted share, versus $277.9 million, or $5.69 per diluted share.
Dividend of approximately $2.35 per share is payable August 19, 2025, to holders of record on August 4, 2025.
Selling stockholders, including four daughters of the late founder Fred R. Adams Jr. and Board Chair Adolphus B. Baker, sold 2,978,740 shares in an underwritten offering at $92.75 per share, completed April 17, 2025. The company sold no shares and received no offering proceeds, but it separately repurchased 551,876 of the shares from the sellers for approximately $50 million under its $500 million share repurchase program, leaving about $450 million remaining under that program.
Selling stockholders sold 2,978,740 shares at a public offering price of $92.75 per share; the sale was completed April 17, 2025.
The company did not sell any shares in the offering and received no proceeds from it.
The company repurchased 551,876 shares from the selling stockholders at $90.60 per share, for a total of approximately $50 million.
The repurchase was made under a $500 million program approved February 25, 2025; about $450 million remains.
Cal-Maine Foods converted 4,800,000 Class A shares into the same number of common shares on April 14, 2025, then retired the Class A shares and cut authorized shares by 4,800,000. The company says the change removes the ten-vote Class A stock, so each share now carries one vote, and that Daughters' LLC and its members no longer control a majority of voting power or qualify the company as a 'controlled company' under Nasdaq rules.
On April 14, 2025, the company issued 4,800,000 common shares in exchange for 4,800,000 Class A shares.
Former Class A holders now have one vote per share, down from ten votes per Class A share.
The Certificate of Retirement was filed April 15, 2025, reducing authorized shares by 4,800,000.
The company states the change does not alter economic interests or total outstanding shares.
For the quarter ended March 1, 2025, Cal-Maine reported net sales of $1.4 billion, up from $703.1 million a year earlier, as average selling prices rose amid tight egg supply from avian influenza. The company also signed a definitive agreement to acquire Echo Lake Foods for approximately $258 million in cash, with closing expected by the end of fiscal 2025. Higher profit and the planned acquisition are the main items for shareholders.
Net income attributable to Cal-Maine was $508.5 million, or $10.38 per diluted share, versus $146.7 million, or $3.00 per diluted share, a year earlier.
Net average selling price was $4.060 per dozen, compared with $2.247 a year earlier.
Echo Lake Foods acquisition for approximately $258 million, excluding expected tax assets, to be funded with cash on hand; closing expected by end of fiscal 2025.
Cash dividend of approximately $3.46 per share, payable May 15, 2025 to holders of record on April 30, 2025; no shares were repurchased under the $500 million program in the quarter.
Cal-Maine Foods filed a restated certificate of incorporation and amended bylaws on March 27, 2025, as part of governance changes tied to a planned conversion of its Class A common stock into common stock. The company also amended its credit agreement so the conversion does not trigger a change of control default, and it entered indemnification agreements with directors and certain officers. The filing says DLNL, LLC is not required to complete the conversion and gives no assurance of its timing.
Restated charter filed with the Delaware Secretary of State on March 27, 2025; restated bylaws effective the same day.
Second Amendment to the credit agreement with BMO Bank N.A., dated March 25, 2025, excludes the Class A conversion from the change of control definition; after conversion, a 30.0% or greater beneficial ownership acquisition would be a chang
Indemnification agreements entered effective March 25, 2025, with directors and certain officers, including Adolphus B. Baker, Sherman L. Miller and Max P. Bowman.
Board appointed Letitia C. Hughes as lead independent director and formed a Nominating and Corporate Governance Committee on March 25, 2025.
Cal-Maine Foods and Daughters' LLC, a holding company for family members of founder Fred R. Adams, Jr., signed an agreement on February 25, 2025, that allows possible sales of Common Shares and a conversion of Class A Shares that would reduce the family's voting power. If the conversion occurs, the company would no longer be a controlled company under Nasdaq rules, and the company said there is no assurance the conversion will happen. The filing also adopts a Third Amended and Restated Certificate of Incorporation and a 2018 stock agreement terminated on the same date.
Daughters' LLC holds 4,800,000 Class A Shares and 1,087,956 Common Shares, about 53.2% of total voting power before any conversion.
If all Class A Shares convert, Daughters' LLC's voting power would fall to 12.0% while its economic interest stays at 12.0%.
The Restated Charter, effective on or after the 20th calendar day following distribution of the definitive Information Statement, authorizes up to 10,000,000 shares of undesignated preferred stock.
Registration rights for the Members end on the earlier of the 12-month anniversary of the Class A Conversion Date or December 31, 2026.
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