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Item 8.01 Other Events
On June 29, 2026, Cal-Maine Foods, Inc. (the “Company”) issued a press release announcing that the Company reached an
agreement with the U.S. Department of Justice (“DOJ”) and seventeen states’ attorneys general to resolve alleged antitrust claims
against the Company, subject to applicable court approvals and procedures. The agreement follows a fifteen-month investigation
by the DOJ that centered broadly on whether there was a violation of antitrust laws through alleged anticompetitive conduct by
and among egg producers. The agreement does not admit wrongdoing or violations of law by the Company and the Company
was not assessed any fines or penalties. Under the terms of the agreement, the Company agreed to implement certain antitrust
compliance and reporting measures, donate 30 million eggs, and pay a total of $1.5 million to such states to resolve the matter. A
copy of the Company’s press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
Description
99.1
104
Cover Page Interactive Data File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
CAL-MAINE FOODS, INC.
Date:
June 29, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and Chief Financial Officer
Exhibit 99.1
Press Release
Cal-Maine Foods Reaches Resolution with U.S. Department of Justice and 17 States’ Attorneys
General
RIDGELAND, Miss., June 29, 2026 — Cal-Maine Foods, Inc. (“Cal-Maine” or “the Company”) (Nasdaq:
CALM) today announced that it has reached an agreement to resolve the claims of the U.S. Department of
Justice (DOJ) and 17 states' attorneys general against the Company, subject to applicable approvals and
court procedures. The agreement follows a 15-month-long investigation by the DOJ that centered broadly
on whether egg producers that had organized a cooperative to supply eggs to customers in compliance
with cage-free requirements in certain markets were attempting to manipulate an industry price index by
sharing information about bidding activities. Cal-Maine was a member of the cooperative, but exited in
May 2024, prior to and unrelated to the initiation of the DOJ’s investigation.
Cal-Maine cooperated fully in the comprehensive review process. The Company denies all wrongdoing
and violations of law and continues to believe that such claims are baseless and that its conduct was
lawful, appropriate and in the best interest of supplying eggs to the marketplace. Cal-Maine further
maintains that the Company’s communications cited in the complaint—which were made primarily by a
single former employee—did not impact egg prices in any market. Nevertheless, Cal-Maine has entered
into this agreement to maintain its focus on serving customers, supporting its stakeholders, and investing
in its future growth.
Under the terms of the agreement, Cal-Maine was not assessed any fines or penalties and has agreed to
implement certain compliance and reporting measures. With respect to claims by the states’ attorneys
general, Cal-Maine agreed to donate 30 million eggs, supplementing its contributions to food banks and
non-profits across the country as part of the Company’s long-standing commitment to communities in
need. In addition, Cal-Maine agreed to pay a total of $1.5 million to such states to resolve this matter.
“We are pleased that this agreement enables us to move forward so we can devote our full attention to
what matters most: delivering affordable, high-quality eggs and egg-based prepared foods to consumers
nationwide, while helping ensure a reliable domestic supply of a nutritious, everyday staple that families
depend on,” said Sherman Miller, president and chief executive officer of Cal-Maine Foods.
markets, and the ability to navigate that delicate balance is what makes farmers so valuable to U.S. food
security. The period reviewed by the DOJ was a particularly challenging time. Temporary supply shocks,
including in connection with multiple outbreaks of avian influenza, the COVID-19 pandemic, weather and
other market dynamics – compounded by high inflation at the time – caused egg prices to surge
periodically over the past five years.
Exhibit 99.1
Miller continued, “In order to help customers avoid empty shelves, Cal-Maine took numerous steps to
protect and grow its hen flock during this period, including investing more than $88 million in industry-
leading biosecurity since 2015 and significantly increasing the number of total chicks hatched. As bird-
health issues resolved and supply recovered, the market has flipped: today, egg supply is higher and
wholesale egg prices are now at record lows. We will continue to manage highs and lows to proudly help
our customers keep shelves stocked to feed Americans.
Miller concluded, “Our values drive everything we do at Cal-Maine, and being a good partner to our
valued customers is core to how we do business. That’s why we regularly review and strengthen the way
we work across operations, governance, compliance, and safety. We have robust compliance policies and
training in place and hold ourselves to the highest standards.”
About Cal-Maine Foods
Cal-Maine Foods, Inc. (Nasdaq: CALM) is the largest egg company in the United States and a leading
player in the egg-based food industry. With a strong national footprint, Cal-Maine provides nutritious,
affordable, and sustainable protein to millions of households every day.
The Company’s portfolio spans the full egg value ladder—from conventional to specialty, including cage-
free, organic, brown, free-range, pasture-raised, and nutritionally enhanced—serving both retail and
foodservice customers nationwide. Cal-Maine Foods also participates in the growing prepared foods
sector, with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard-
cooked eggs, pancakes, waffles, and specialty wraps. Its branded portfolio includes Eggland’s Best®,
Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Sunny Meadow®, MeadowCreek Foods®,
Van’s®, and Crepini®.
Headquartered in Ridgeland, Mississippi, Cal-Maine’s strategy combines scale, operational excellence,
and financial discipline with a commitment to innovation and sustainability, to enable the company to
deliver trusted nutrition, enduring partnerships, and long-term value for its stakeholders.
Forward-Looking Statements
Statements contained in this press release that are not historical facts are forward-looking statements as
that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking
statements are based on management’s current intent, belief, expectations, estimates, and projections
regarding the Company’s agreement with the DOJ. These statements are not guarantees of future
performance and involve risks, uncertainties, assumptions, and other factors that are difficult to predict
and may be beyond our control. The factors that could cause actual results to differ materially from those
projected in the forward-looking statements include, among others, the Company’s ability to obtain court
approval of the its agreement with the DOJ as well as] the risk factors set forth in the Company’s SEC
filings (including its Annual Report on Form 10-K, as updated in Part II Item 1A of the Company’s
Quarterly Reports on Form 10-Q and in its Current Reports on Form 8-K). The Company’s SEC filings
may be obtained from the SEC or the Company’s website, www.calmainefoods.com. Readers are
cautioned not to place undue reliance on forward-looking statements because, while the company believes
the assumptions on which the forward-looking statements are based are reasonable, there can be no
assurance that these forward-looking statements will prove to be accurate. Further, forward-looking
statements included herein are made only as of the respective dates thereof, or if no date is stated, as of the
date hereof. Except as otherwise required by law, the Company disclaims any intent or obligation to
update publicly these forward-looking statements, whether because of new information, future events, or
otherwise.
Exhibit 99.1
Contacts
Investors: ir@cmfoods.com
Media: media@cmfoods.com
Telephone: (601) 948-6813
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