Every material Form 8-K Cal-Maine Foods filed with the SEC in 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 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.
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Cal-Maine Foods filing is on SEC EDGAR ↗. 8-K briefs of other companies →