Cal-maine Foods (CALM) 10-K Changes Lead 22 July 2026 Filing Roundup

Weak or unstable economic conditions, including continued high inflation and interest rates, may adversely affect our business by: ● Limiting our access to capital markets or increasing the cost of capital we may need to grow or operate our business; ● Changing consumer spending and habits and demand for eggs, particularly higher-priced eggs; ● Restricting the supply of energy sources or increasing our cost to procure energy; or ● Reducing the availability of feed ingredients, packaging material, and other raw materials, or increasing the cost of these items. Deterioration of economic conditions could also negatively impact: ● The financial condition of our suppliers, which may make it more difficult for them to supply raw materials; ● The financial condition of our customers, which may decrease demand for eggs or increase our bad debt expense; or ● The financial condition of…

Specialty Shell Eggs Fiscal Year Ended 2026 Compared to 2025 Compared to May 30, 2026 May 31, 2025 June 1, 2024 2025 % Change 2024 % Change Net sales $ 1,070,458 $ 1,154,951 $ 873,619 (7.3) % 32.2 % Cost of sales 777,920 717,411 648,236 8.4 % 10.7 Selling, general and administrative 110,994 103,938 89,188 6.8 % 16.5 Segment income $ 181,544 $ 333,602 $ 136,195 (45.6) % 144.9 % Fiscal 2026 compared to fiscal 2025 – Net sales decreased $84.5 million, or 7.3% compared to fiscal 2025, primarily due to a decrease of 9.5% in prices of specialty shell eggs, resulting in a $112.6 million decrease in net sales, partially offset by a 2.4% increase in specialty dozens sold, resulting in a $28. 33 – Cost of sales increased $60.5 million, or 8.4% compared to fiscal 2025, primarily due to a 5.9% increase in the cost per dozen sold as well as an increase of 2.4% in sales volume.

Bureau of Labor Statistics, from May 2021 to May 2022, the Consumer Price Index for All Urban Consumers (“CPI-U”) increased 8.5 percent, the largest 12-month increase since the period ending December 1981. The CPI-U increased 4.1%, 3.3%, and 2.4% annually from May 2022 to May 2025. Inflationary costs have increased our input costs, and if we are unable to pass these costs through to the customer it could have an adverse effect on our business.

Specialty Shell Eggs Fiscal Year Ended 2026 Compared to 2025 Compared to May 30, 2026 May 31, 2025 June 1, 2024 2025 % Change 2024 % Change Net sales $ 1,070,458 $ 1,154,951 $ 873,619 (7.3) % 32.2 % Cost of sales 777,920 717,411 648,236 8.4 % 10.7 Selling, general and administrative 110,994 103,938 89,188 6.8 % 16.5 Segment income $ 181,544 $ 333,602 $ 136,195 (45.6) % 144.9 % Fiscal 2026 compared to fiscal 2025 – Net sales decreased $84.5 million, or 7.3% compared to fiscal 2025, primarily due to a decrease of 9.5% in prices of specialty shell eggs, resulting in a $112.6 million decrease in net sales, partially offset by a 2.4% increase in specialty dozens sold, resulting in a $28. 33 – Cost of sales increased $60.5 million, or 8.4% compared to fiscal 2025, primarily due to a 5.9% increase in the cost per dozen sold as well as an increase of 2.4% in sales volume. Cost per dozen sold increased as our specialty shell egg mix shifted to higher cost specialty types. – Selling, general, and administrative expenses increased $7.1 million, or 6.8% compared to fiscal 2025, primarily due to a $4.7 million increase in franchise fees.

Key assumptions and unobservable inputs that require significant judgement used in the estimate include weighted average cost of capital, egg prices, projected revenue and expenses over the period for which the contingent consideration is measured, and the probability assessments with respect to the likelihood of achieving the forecasted projections. See further discussion in Note 2 – Acquisition . The following table shows the beginning and ending balances in fair value of the contingent consideration: Fassio Contingent Consideration Balance, June 1, 2024 $ 6,500 Fair value adjustments 15,000 Balance, May 31, 2025 $ 21,500 Adjustments to the fair value of contingent consideration are recorded within selling, general and administrative expenses in the consolidated statements of income.

Risk Factors for further discussion about risks from cybersecurity threats. Cybersecurity Risk Board Of Directors Oversight [Text Block] Governance The Board is responsible for the oversight of management’s process for identifying and mitigating risks related to cybersecurity threats.

Management’s Discussion and Analysis of Financial Condition and Results of Operations contain certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or similar expressions and the negatives of those terms.

Management’s Discussion and Analysis of Financial Condition and Results of Operations contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be identified because they contain words such as ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘likely,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘seek,’’ ‘‘should,’’ ‘‘target,’’ ‘‘will,’’ ‘‘would,’’ or similar expressions and the negatives of those terms.

We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. General Overview We report our activities in four business segments: ● Parts Supply, primarily consisting of our sales of used serviceable material (“USM”), including aircraft, engine and airframe parts and components and distribution of new parts (“Distribution”); ● Repair & Engineering, primarily consisting of our maintenance, repair, and overhaul (“MRO”) services across airframes (“Airframe MRO”) and components (“Component Services”); ● Integrated Solutions, primarily consisting of our fleet management and operations of customer-owned aircraft, customized performance-based supply chain logistics programs in support of the U.S. Department of Defense (“DoD”) and foreign governments, flight hour component inventory and repair programs for commercial airlines, and integrated software solutions, including Trax; and ● Expeditionary…

We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. General Overview During the fourth quarter of fiscal 2026, we changed our operating segment structure to realign our Integrated Solutions segment which resulted in the following changes: ● Combined our government programs activities and our Mobility Systems business, previously reported as Expeditionary Services, into a new operating segment named Government Solutions; ● Re-positioned our software platform to our Repair and Engineering segment, which is renamed Repair, Engineering, and Software; and ● Legacy Commercial Programs, the remaining business unit within the Integrated Solutions segment, is now separately reported as its own operating segment. Department of State (“DoS”) and foreign governments and the engineering, design, integration, manufacture, and repair of pallets, shelters, and containers (“Mobility Systems”); and ● Legacy Commercial Programs consists of asset-heavy flight hour-based component repair programs for commercial airlines and distribution of consumables and expendables inventory.

AAR was incorporated in 1955 and we are a leading independent provider of solutions to the global aviation aftermarket. We offer a broad line of products and services to commercial and government aerospace customers. We operate globally in over 20 countries through four business segments: Parts Supply, Repair & Engineering, Integrated Solutions and Expeditionary Services.

AAR was incorporated in 1955 and we are a leading independent provider of solutions to the global aviation aftermarket. We offer a broad line of products and services to commercial and government aerospace customers and operate globally in over 20 countries. During the fourth quarter of fiscal 2026, we changed our operating segment structure to realign our Integrated Solutions segment which resulted in the following changes: ● Combined our government programs activities and our Mobility Systems business, previously reported as Expeditionary Services, into a new operating segment named Government Solutions; ● Re-positioned our software platform to our Repair and Engineering segment, which was renamed Repair, Engineering, and Software; and ● Legacy Commercial Programs, the remaining business unit within the Integrated Solutions segment, is now separately reported as its own operating segment.

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and procedures were…

We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based upon that evaluation, our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and procedures were not effective due to the material weakness as described herein. – 53 – Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Previously, management had determined that we had a material weakness related to IT controls. Upon further review and consideration, management determined that the previously disclosed material weakness represented a significant deficiency and does not rise to the level of a material weakness. – 55 – Planned Remediation We are implementing measures designed to improve our internal control over financial reporting to remediate material weaknesses, including continuing to formalize our internal control documentation and strengthening supervisory reviews by our management. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively.

Management has identified the following material weakness: · We do not have sufficient resources in our accounting department, which restricts our ability to perform sufficient reviews and approval of manual journal entries posted to the general ledger and to consistently execute review procedures over general ledger account reconciliations, financial statement preparation and accounting for non-routine transactions. Planned Remediation We are implementing measures designed to improve our internal control over financial reporting to remediate material weaknesses, including continuing to formalize our internal control documentation and strengthening supervisory reviews by our management. Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively.

This dose, providing lithium at a lithium carbonate equivalent dose of 240 mg 3-times daily (“TID”), is designed to be unlikely to require lithium therapeutic drug monitoring (“TDM”). Also, this MTD is risk mitigated for the purpose of treating fragile populations, such as Alzheimer’s patients. – 47 – Lithium is a commonly prescribed drug for manic episodes in BD type 1 as well as maintenance therapy of BD in patients with a history of manic episodes. Lithium is also prescribed off-label for MDD, BD and treatment of PTSD, among other disorders.

This dose, providing lithium at a lithium carbonate equivalent dose of 240 mg 3-times daily (“TID”), is designed to be unlikely to require lithium therapeutic drug monitoring (“TDM”). Also, this MTD is risk-mitigated for the purpose of treating fragile populations, such as Alzheimer’s patients. Based on the results from our Phase IIA MAD study, we plan to initiate five clinical trials to determine relative increased lithium levels in the brain compared to a marketed lithium salt for healthy subject and patients diagnosed with mild to moderate Alzheimer’s, BD, MDD and PTSD, based on published mouse studies that predict that lithium can be given at lower doses for equivalent therapeutic benefit when treating with AL001.

Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts would be measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses would be based on the best information available, including internal estimates of discounted cash flows; market participant assumptions; quoted market prices, when available; and independent appraisals, as…

Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts are measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses are based on the best information available, including internal estimates of discounted cash flows, market participant assumptions, quoted market prices, when available, and independent appraisals, as appropriate, to determine fair values.

If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts would be measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses would be based on the best information available, including internal estimates of discounted cash flows; market participant assumptions; quoted market prices, when available; and independent appraisals, as appropriate, to determine fair values. Cash flow estimates would be based on our historical experience and our internal business plans, with appropriate discount rates applied.

If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts are measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses are based on the best information available, including internal estimates of discounted cash flows, market participant assumptions, quoted market prices, when available, and independent appraisals, as appropriate, to determine fair values. Cash flow estimates are based on our historical experience and our internal business plans, with appropriate discount rates applied.