Cal-Maine Foods Inc.
05/13/2025 | Press release | Distributed by Public on 05/13/2025 14:49
Annual Report of Employee Stock Purchase/Savings Plan (Form 11-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
20549
FORM 11-K
(mark one)
☑
Annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the annual period ended December 31, 2024
OR
☐
Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from ____________ to ____________
Commission File Number:
001-38695
A.
Full title of the plan and the address of the plan, if different from that of the issuer
named below:
CAL-MAINE FOODS, INC. KSOP
B.
Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
CAL-MAINE FOODS, INC.
1052 HIGHLAND COLONY PKWY, SUITE 200
RIDGELAND, MS 39157
CAL-MAINE FOODS, INC. KSOP
TABLE OF CONTENTS
Page
REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
2
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits
4
Statement of Changes in Net Assets Available for Benefits
5
Notes to the Financial Statements
6
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Line 4i - Schedule of Assets (Held at End
of Year)
12
SIGNATURE
14
2
Report of Independent Registered Public Accounting Firm
To Participants and the Audit Committee of the
Cal-Maine Foods, Inc. KSOP
Ridgeland, Mississippi
Opinion on the Financial Statements
We have audited the accompanying statements of
net assets available for
benefits of the Cal-Maine Foods,
Inc.
KSOP (the "Plan") as of December 31, 2024 and 2023, and the related statement of changes in net assets available for
benefits
for
the
years
then
ended,
and
the
related
notes
and
schedules
(collectively
referred
to
as
the
"financial
statements").
In our opinion, the financial statements
present fairly, in all material respects, the net assets available
for
benefits of the Plan
as of December 31,
2024
and 2023, and the
changes in net assets
available for benefits
for the years
then ended, in conformity with accounting principles generally accepted
in the United States of America.
Basis for Opinion
These financial statements are the
responsibility of the Plan's management.
Our responsibility is to express
an
opinion on
the Plan's
financial statements
based on
our audits.
We
are a
public accounting
firm registered
with the
Public
Company Accounting
Oversight Board
(United States)
("PCAOB") and
are
required to
be independent
with
respect to the
Plan in accordance
with the U.S.
federal securities laws
and the applicable
rules and regulations
of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in
accordance with the
standards of the
PCAOB. Those standards
require that we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement, whether due
to error or
fraud.
The Plan is
not required to
have, nor were
we engaged to
perform, an audit
of its
internal control
over financial
reporting.
As part
of our
audits, we
are required
to obtain
an understanding
of
internal control over financial
reporting but not for purposes
of expressing an opinion
on the effectiveness of the
Plan's
internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether due
to
error
or
fraud, and
performing procedures
that
respond to
those
risks.
Such procedures
included examining, on
a test basis,
evidence regarding the amounts
and disclosures in
the financial statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
the
Plan's
management,
as
well
as
evaluating the
overall
presentation of
the
financial
statements.
We
believe
that
our
audits
provide a reasonable basis for our opinion.
3
Supplemental Information
The supplemental information
in the accompanying
schedule of assets (held
at end of year)
as of December 31,
2024 has been subjected to
audit procedures performed in conjunction
with the audit of
the Plan's financial statements.
The
supplemental
information
is
the
responsibility
of
the
Plan's
management.
Our
audit
procedures
included
determining whether the supplemental information reconciles to the financial
statements or the underlying accounting
and other records,
as applicable, and
performing procedures to test
the completeness and accuracy
of the information
presented
in
the
supplemental
information.
In
forming
our
opinion
on
the
supplemental
information
in
the
accompanying
schedule,
we
evaluated
whether
the
supplemental
information,
including
its
form
and
content,
is
presented in conformity with
the Department of Labor's Rules and
Regulations for Reporting and
Disclosure under the
Employee Retirement Income
Security Act
of 1974.
In our opinion,
the supplemental information
in the accompanying
schedule is fairly stated, in all material respects, in relation to the
financial statements as a whole.
We have served as the Plan's
auditor since 2007.
Little Rock, Arkansas
May 13, 2025
CAL-MAINE FOODS, INC. KSOP
Statement of Net Assets Available for Benefits
December 31, 2024 and 2023
4
2024
2023
Assets
Noninterest-bearing cash
$
82,405
$
-
Investments, at fair value
286,136,143
185,824,927
Notes receivable from participants
4,932,462
3,896,209
Net assets available for benefits
$
291,151,010
$
189,721,136
See accompanying notes to the financial statements
CAL-MAINE FOODS, INC. KSOP
Statement of Changes in Net Assets Available for Benefits
For the Years
Ended December 31, 2024 and 2023
5
2024
2023
Additions
Investment income
Dividends
$
9,198,699
$
10,819,469
Net change in fair value of investments
93,268,425
13,704,476
Total investment income
102,467,124
24,523,945
Interest income on notes receivable from participants
324,534
220,173
Contributions
Employer
4,707,505
4,400,817
Participant
7,137,160
6,361,448
Rollover
7,599,899
124,777
Total contributions
19,444,564
10,887,042
Total additions
122,236,222
35,631,160
Deductions
Benefits paid to participants
20,597,917
14,343,473
Administrative expenses
208,431
186,349
Total deductions
20,806,348
14,529,822
Net increase in net assets available for benefits
101,429,874
21,101,338
Net assets available for benefits - beginning of year
189,721,136
168,619,798
Net assets available for benefits - end of year
$
291,151,010
$
189,721,136
See accompanying notes to the final statements
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
6
Note 1 - Summary of Significant Plan Provisions
The
following
description
of
the
Cal-Maine
Foods,
Inc.
KSOP
(the
"Plan")
provides
only
general
information.
Participants should refer to the Plan documents for a more complete description
of the Plan's provisions.
General
The Plan
covers substantially
all employees
of Cal-Maine
Foods, Inc.
and its
subsidiaries (collectively, the
"Company").
It is subject to the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA").
Eligibility
Each
employee,
except
leased
employees,
collective
bargaining
employees,
contract
employees,
and
employees
of
independent contractors shall become eligible to
participate in the Plan on
the entry date next following or
coinciding
with the employee attaining 21 years of age and one
year of service during which the employee
accrues 1,000 hours or
more
of
service.
Entry
dates
are
January
1,
April
1,
July
1,
and
October
1.
Effective
July
1,
2024,
the
eligibility
requirements and
entry date
were amended
to the
first day
of the
month following
or coinciding
with the
employee
attaining 18 years of
age and six months of
service.
The Plan includes an auto-enrollment
provision whereby all newly
eligible employees are automatically enrolled in the Plan unless they
affirmatively elect not to participate in the Plan.
Contributions
Participants may contribute
a portion
of pretax annual
compensation, as defined
by the
Plan Document.
Participants
may designate all
or a portion
of their contributions
as Roth
contributions.
Participants who
have attained
age 50 before
the
end
of
the
Plan
year
are
eligible
to
make
catch-up
contributions.
The
automatic
deferral
percentage
for
new
participants is 3% of
compensation.
A participant may elect
not to participate or
to defer a different percentage
of their
compensation.
Employee deferrals will automatically increase by one percent (1%) on the first day of each Plan year,
up to a maximum of 5%.
Participants may contribute amounts representing distributions from other qualified defined
benefit or
defined contribution plans
(rollovers).
The Company
made safe
harbor nonelective
contributions equal to
3% of compensation during
the years ended December 31,
2024 and 2023.
These contributions are
initially invested in
Cal-Maine Foods, Inc.
common stock.
The Company can
also make additional
discretionary nonelective
contributions.
The Company did not make an additional contribution for
the years ended December 31, 2024 or 2023. Contributions
are subject to certain Internal Revenue Service ("IRS") limitations.
Participant accounts
Each
participant's
account
is
credited
with
participant
and
Company
contributions
and
an
allocation
of
Plan
earnings/losses, and is charged with applicable withdrawals and
administrative expenses.
Allocations are based on the
participant's compensation, contributions or account
balances, as defined.
The benefit to which
a participant is
entitled
is the benefit that can be provided from the participant's vested account.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
7
A participant, alternate payee of a participant, or beneficiary of a deceased participant has the immediate right to elect
to diversify any
publicly traded employer
securities held in
their Company stock
account attributable to
participating
Company contributions and any publicly traded securities
held in their safe harbor nonelective
contribution Company
stock account and reinvest the proceeds in any other investments
available under the Plan.
Vesting
Participants are vested immediately in their contributions and Company safe harbor contributions plus actual earnings
thereon.
Investment options
Participants may direct the
investment of their interest
in the Plan
into the investment
options offered under
the Plan.
Participants may change their investment selections at any time.
Notes receivable from participants
Participants may borrow from their accounts a
minimum of $1,000 up to
a maximum of the lesser of
$50,000 or 50%
of the
vested interest
in their
account balance.
Note terms
range from
one to
five years
or up
to 15
years if
for the
purchase of a primary residence.
The notes are secured by the balance in the participant's account and bear interest at
a rate
determined by the
Plan Administrative Committee
equivalent to that
charged by
major financial institutions
in
the community.
Principal and interest is paid ratably through weekly or biweekly payroll
deductions.
Payment of benefits
Benefits
are
generally payable
on
termination, retirement,
death
or
disability.
If
the
participant's
vested balance
is
$5,000 or less, it will
be automatically distributed. In-service withdrawals are
allowed from all participant accounts if
the participant
has attained
age 59½,
at any
time from
a participant's rollover
account, or
once a
year from
a participant's
non-safe harbor Company stock
account and non-elective deferral
Company Stock Account for
participants with five
or more years
of participation.
In addition,
in-service withdrawals
are available to
participants meeting
certain hardship
requirements.
Distributions from a participant's Company stock account are made either in cash or Company stock, as elected
by the
participant.
Non-company stock accounts are distributed in lump sum or
installments.
Voting
rights of stock
Each participant
shall have
the right
to
direct the
committee or
trustee as
to the
manner in
which whole
and partial
shares of the Company's
stock allocated to their accounts as
of the record date are
to be voted in
each matter brought
before an annual or special shareholders' meeting.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
8
Termination of the Plan
Although
it
has
not
expressed
any
intent
to
do
so,
the
Company
has
the
right
under
the
Plan
to
discontinue
its
contributions at any time and to terminate the Plan subject to the provisions
of ERISA.
Note 2 - Summary of Significant Accounting Policies
Basis of accounting
The
accompanying
financial
statements
are
prepared
under
the
accrual
method
of
accounting
in
accordance
with
accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation
of financial
statements in
conformity with
accounting principles
generally accepted
in the United
States
of America requires management to make estimates
and assumptions that affect certain reported amounts
of assets and
liabilities and changes
therein, and disclosure
of contingent assets
and liabilities.
Accordingly, actual results may
differ
from those estimates.
Investment valuation and income recognition
Investments are reported at fair value.
See Note 3 for a discussion of fair value measurements.
Purchases and sales
of securities are
recorded on a
trade-date basis.
Interest is recorded
on the accrual
basis.
Dividends
are recorded
on the
ex-dividend date.
Net change
in fair
value includes
the Plan's
gains and
losses on
investments
bought and sold, as well as held during the year.
Notes receivable from participants
Notes receivable from
participants are
measured at their
unpaid principal balance
plus any accrued,
but unpaid, interest.
Delinquent notes
receivable from
participants are
recorded as
a distribution
based upon
the terms
of the
Plan documents.
Payment of benefits
Benefits are recorded when paid.
Administrative expenses
Certain administrative and recordkeeping fees are paid by the Plan, unless otherwise paid
by the Company.
Expenses
that are paid by the Company are excluded from these financial statements.
Fees related to loans and distributions are
charged directly to the participants' accounts.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
9
Note 3 - Fair Value Measurements
The Plan is required
to categorize both
financial and nonfinancial
assets and liabilities
based on the
following fair value
hierarchy.
The fair
value of
an asset
is the
price at
which the
asset could
be sold
in an
orderly transaction
between
unrelated, knowledgeable, and willing parties able to
engage in the transaction. A liability's fair value is defined as the
amount that would
be paid to
transfer the liability
to a new
obligor in a
transaction between such
parties, not the
amount
that would be paid to settle the liability with the creditor.
•
Level 1
- Quoted prices in active markets for identical assets or liabilities
•
Level 2
- Inputs other than
quoted prices included in
Level 1 that
are observable for the
asset or liability,
either directly or indirectly, including:
◦
Quoted prices for similar assets or liabilities in active markets
◦
Quoted prices for identical or similar assets in non-active markets
◦
Inputs other than quoted prices that are observable for the asset
or liability
◦
Inputs derived principally from or corroborated by other observable
market data
•
Level 3
- Unobservable inputs for the asset or
liability that are supported by little or no
market activity and
that are significant to the fair value of the assets or liabilities
The asset or liability's
fair value measurement level within the fair value hierarchy is
based on the lowest level of
any input that is significant to the fair value
measurement.
Valuation
techniques used need to maximize the use of
observable inputs and minimize the use of unobservable inputs.
The following is
a description of the
valuation methodologies used for
assets measured at fair
value.
There have
been no changes in the methodologies used at December 31, 2024 or 2023:
Common stock and mutual funds
:
These investments are valued based on quoted market prices at the end
of the Plan year.
Common collective trust
funds
:
This investment is
valued based on
the net asset
value ("NAV")
of units
held
by the
Plan at
year end,
as
calculated by
the issuer,
as a
practical expedient
to
estimate fair
value.
NAV
is calculated based on the fair value of the underlying assets owned by the
fund, minus its liabilities,
divided by the number of units outstanding.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable
value
or
reflective
of
future
fair
values.
Furthermore,
although
the
Plan
believes
its
valuation
methods
are
appropriate
and consistent
with
other
market
participants, the
use
of
different
methodologies or
assumptions to
determine the
fair value
of certain
financial instruments
could result
in a
different fair
value measurement
at the
reporting date.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
10
The following table sets forth the Plan's assets at fair value.
December 31, 2024
Level 1
Level 2
Level 3
Total
Assets
Cal-Maine Foods, Inc. common stock
$
196,595,844
$
-
$
-
$
196,595,844
Mutual funds
86,910,290
-
-
86,910,290
Total assets measured at fair value
$
283,506,134
$
-
$
-
$
283,506,134
Investments measured at net asset value*
2,630,009
Investment at fair value
$
286,136,143
December 31, 2023
Level 1
Level 2
Level 3
Total
Assets
Cal-Maine Foods, Inc. common stock
$
113,458,629
$
-
$
-
$
113,458,629
Mutual funds
69,511,066
-
-
69,511,066
Total assets measured at fair value
$
182,969,695
$
-
$
-
$
182,969,695
Investments measured at net asset value*
2,855,232
Investment at fair value
$
185,824,927
*
The investment measured
at fair value
using the net
asset value per
share (or its
equivalent) practical expedient has
not been classified
in the fair
value
hierarchy. The fair value amount included above is intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of
net assets available for benefits.
The following
table summarizes
investments for
which fair
value is
measured using
the NAV per share
as a
practical
expedient.
Unfunded
Redemption
Redemption
Fair Value
Commitments
Frequency
Notice Period
December 31, 2024
Common collective trust fund
$
2,630,009
N/A
Daily
None
December 31, 2023
Common collective trust fund
$
2,855,232
N/A
Daily
None
Note 4 - Risks and Uncertainties
There is
a high
concentration of
the Company's
stock owned
by the
Plan.
As of
December 31,
2024 and
2023,
approximately 68% and 60% of the Plan's assets were invested
in the Company's common stock, respectively.
CAL-MAINE FOODS, INC. KSOP
Notes to Financial Statements
December 31, 2024 and 2023
11
The Plan invests in various investment securities that are exposed to various risks such as interest rate, market
and
credit risks.
Due to the level of risk associated with certain investment securities, it is at least reasonably possible
that changes
in the
values of
investment securities
will occur
in the
near term
and that
such changes
could materially
affect the participants' account balances and the amounts reported in the financial
statements.
Note 5 - Tax Status
The IRS
has determined
and informed
the Company
by a
letter dated
January 14,
2015 that
the amended
and restated
Plan document
is designed
in accordance
with applicable
sections of
the IRC.
Although the
plan document
has
been amended
since receiving
the determination
letter,
the
Plan
administrator believes
the Plan
is
designed and
currently being operated
in compliance with
the applicable requirements of
the IRC.
Therefore, no provision
for
income taxes has been included in the Plan's financial statements.
Accounting principles generally accepted
in the United States
of America require Plan
management to evaluate tax
positions taken by the
Plan and recognize a
tax liability (or asset)
if the Plan
has taken an uncertain
position that,
more likely than
not, would not
be sustained upon examination
by the IRS.
The Plan administrator has
analyzed
the tax
positions taken
by the
Plan, and
has concluded
that, as
of December 31,
2024, there
are no
uncertain positions
taken or
expected to be
taken that would
require recognition of
a liability (or
asset) or
disclosure in the
financial
statements.
The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for
any tax periods in progress.
Note 6 - Parties-in-Interest Transactions
The Plan
invests in
shares of
the Company.
The Company
is the
Plan sponsor
and is,
therefore, by
definition a
party-in-interest.
All
investments
and
investment
transactions
related
to
company
stock
were
with
a
party-in-
interest. As of December 31, 2024 and 2023 the fair value
of the investment in Company stock was $196,595,844
and $113,458,629
,
respectively.
Total
dividend income
received
during the
year ended
December 31,
2024 and
2023 was $5,588,690 and $8,271,896, respectively.
Empower Annuity Insurance
Company serves as
recordkeeper to the
Plan, OneDigital Investment
Advisors LLC
serves as investment
advisor to the
Plan, and Empower
Advisory Group, LLC
serves as investment
managers to the
Plan.
Fees
are
paid
to
these
companies
for
their
services.
These
service
providers
are
by
definition
parties-in-
interest.
The Plan
also holds
notes receivable
from participants.
As a
result, these
notes receivable
and all
related transactions
were with a party-in-interest.
All of these transactions are exempt from being prohibited transactions
under ERISA.
CAL-MAINE FOODS, INC. KSOP
PLAN NUMBER 001
EMPLOYER IDENTIFICATION NUMBER 64-0500378
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
12
Description of investment including
Identity of issue, borrower,
maturity date, rate of interest,
Current
(a)
(b)
lessor or similar party
(c)
collateral, par or maturity value
(e) value
Common collective trust funds
Federated Hermes
Capital Preservation Fund
2,630,009
Mutual funds
Allspring
Special Mid Cap Value Fund R6
2,262,383
BlackRock
Inflation Prted Bd Blackrock K
1,264,736
BlackRock
Liquidity FedFund Instl
4,012,294
BlackRock
Mid-Cap Growth Equity K
537,131
Invesco
Growth and Income Fund R6
4,453,054
MFS
Massachusetts Investors Gr Stk R6
3,712,993
MFS
Total Return Bond R6
2,912,026
MFS
Total Return R6
2,373,298
T. Rowe Price
Retirement 2010 Fund I
307,207
T. Rowe Price
Retirement 2020 Fund I
5,821,762
T. Rowe Price
Retirement 2030 Fund I
11,110,400
T. Rowe Price
Retirement 2040 Fund I
13,420,233
T. Rowe Price
Retirement 2050 Fund I
8,141,854
T. Rowe Price
Retirement 2060 Fund I
2,860,558
Vanguard
500 Index Fund - Admiral
14,115,325
Vanguard
Developed Markets Index Admiral
3,729,848
Vanguard
Explorer Adm
2,827,502
Vanguard
Mid Cap Index Adm
1,563,363
Vanguard
Small Cap Index Fund - Admiral
1,484,323
Total mutual funds
86,910,290
Column (d) not applicable for participant directed investments.
See Report of the Independent Registered Public Accounting Firm
CAL-MAINE FOODS, INC. KSOP
PLAN NUMBER 001
EMPLOYER IDENTIFICATION NUMBER 64-0500378
Form 5500, Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
13
Description of investment including
Identity of issue, borrower,
maturity date, rate of interest,
Current
(a)
(b)
lessor or similar party
(c)
collateral, par or maturity value
(e) value
Common stock
*
Cal-Maine Foods, Inc.
1,910,181 shares of common stock,
$.01 par value
$
196,595,844
*
Participant loans
Interest rates from 3.25% to 9.5% with
maturity dates from January 2025
through September 2038
4,932,462
Total
$
291,068,605
* Party-in-interest
Column (d) not applicable for participant directed investments.
See Report of the Independent Registered Public Accounting Firm
14
SIGNATURE
Pursuant to the requirements of
the Securities Exchange Act of
1934, the trustees (or other
persons who administer
the
employee
benefit
plan)
have
duly
caused
this
annual
report
to
be
signed
on
its
behalf
by
the
undersigned
hereunto duly authorized.
CAL-MAINE FOODS, INC. KSOP
Date:
May 13, 2025
/s/ Jim Golden
Jim Golden
Director of Human Resources
EXHIBIT INDEX
Exhibit
Number
Description
23.1
Consent of Independent Registered Public Accounting Firm
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