Cal-Maine Foods(CALM) - 2026 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION This section provides Cal-Maine Foods, Inc.'s unaudited condensed consolidated financial statements and detailed notes on accounting policies, acquisitions, investments, and contingencies ITEM 1. FINANCIAL STATEMENTS This section presents Cal-Maine Foods, Inc.'s unaudited condensed consolidated financial statements and comprehensive notes on accounting policies, acquisitions, and financial details Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time | Metric | August 30, 2025 (in thousands) | May 31, 2025 (in thousands) | Change (in thousands) | | :-------------------------------- | :----------------------------- | :-------------------------- | :-------------------- | | Cash and cash equivalents | $251,920 | $499,392 | $(247,472) | | Investment securities | $1,001,475 | $892,708 | $108,767 | | Inventories | $328,429 | $295,670 | $32,759 | | Property, plant & equipment, net | $1,195,545 | $1,026,684 | $168,861 | | Goodwill | $75,815 | $46,776 | $29,039 | | Intangible assets, net | $50,444 | $15,157 | $35,287 | | Total Assets | $3,196,392 | $3,084,619 | $111,773 | | Total current liabilities | $269,951 | $308,371 | $(38,420) | | Total Liabilities | $494,475 | $518,604 | $(24,129) | | Total stockholders' equity | $2,701,917 | $2,566,015 | $135,902 | Condensed Consolidated Statements of Income This statement details the company's revenues, expenses, and net income over a specific period | Metric | Thirteen Weeks Ended August 30, 2025 (in thousands) | Thirteen Weeks Ended August 31, 2024 (in thousands) | Change (in thousands) | YoY Change (%) | | :-------------------------------- | :-------------------------------------------------- | :-------------------------------------------------- | :-------------------- | :------------- | | Net sales | $922,602 | $785,871 | $136,731 | 17.4% | | Cost of sales | $611,288 | $538,653 | $72,635 | 13.5% | | Gross profit | $311,314 | $247,218 | $64,096 | 25.9% | | Operating income | $249,184 | $186,957 | $62,227 | 33.3% | | Income before income taxes | $263,265 | $197,953 | $65,312 | 33.0% | | Net income | $199,107 | $149,590 | $49,517 | 33.1% | | Net income attributable to Cal-Maine Foods, Inc. | $199,340 | $149,976 | $49,364 | 32.9% | | Basic EPS | $4.13 | $3.08 | $1.05 | 34.1% | | Diluted EPS | $4.12 | $3.06 | $1.06 | 34.6% | Condensed Consolidated Statements of Comprehensive Income This statement presents net income and other comprehensive income components, reflecting total non-owner changes in equity | Metric | Thirteen Weeks Ended August 30, 2025 (in thousands) | Thirteen Weeks Ended August 31, 2024 (in thousands) | Change (in thousands) | YoY Change (%) | | :------------------------------------------------ | :-------------------------------------------------- | :-------------------------------------------------- | :-------------------- | :------------- | | Net income | $199,107 | $149,590 | $49,517 | 33.1% | | Other comprehensive income, net of tax | $1,961 | $1,299 | $662 | 50.9% | | Comprehensive income | $201,068 | $150,889 | $50,179 | 33.3% | | Comprehensive income attributable to Cal-Maine Foods, Inc. | $201,301 | $151,275 | $50,026 | 33.1% | Condensed Consolidated Statements of Cash Flows This statement categorizes cash inflows and outflows from operating, investing, and financing activities | Cash Flow Activity | Thirteen Weeks Ended August 30, 2025 (in thousands) | Thirteen Weeks Ended August 31, 2024 (in thousands) | Change (in thousands) | | :-------------------------------- | :-------------------------------------------------- | :-------------------------------------------------- | :-------------------- | | Net cash provided by operations | $278,604 | $117,452 | $161,152 | | Net cash used in investing activities | $(409,714) | $(135,871) | $(273,843) | | Net cash used in financing activities | $(114,181) | $(37,792) | $(76,389) | | Net change in cash, cash equivalents and restricted cash | $(245,291) | $(56,211) | $(189,080) | | Cash, cash equivalents and restricted cash at end of period | $254,101 | $181,667 | $72,434 | - The significant increase in cash used in investing activities was primarily due to the acquisition of businesses ($275.3 million in 2025 vs $111.5 million in 2024) and purchases of investment securities ($270.3 million in 2025 vs $202.2 million in 2024)[15] - Payments of dividends increased substantially from $37.8 million in the prior year to $114.2 million in the current period[15] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the financial statements, covering accounting policies and specific accounts Note 1 - Summary of Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements - The Company's dividend policy dictates a quarterly dividend equal to one-third (1/3) of quarterly net income attributable to Cal-Maine Foods, Inc., subject to cumulative profitability from the most recent dividend payment[20] - Revenue is recognized upon delivery and acceptance of products by customers, with sales incentives and programs recorded as a reduction in revenue at the time of sale[21][22] - The Company is evaluating the impact of new accounting pronouncements: ASU 2023-09 (Income Tax Disclosures, effective after Dec 15, 2024) and ASU 2024-03/2025-01 (Expense Disaggregation Disclosures, effective after Dec 15, 2026)[25][26] Note 2 - Acquisition This note details the acquisition of Echo Lake Foods, LLC, including its financial impact and goodwill recognition - Effective June 2, 2025, Cal-Maine Foods acquired Echo Lake Foods, LLC for a cash consideration of $275.4 million, expanding its prepared foods business[28][29] | Acquired Asset/Liability | Amount (in thousands) | | :----------------------- | :-------------------- | | Cash | $115 | | Investment securities | $14,147 | | Accounts receivable | $31,923 | | Inventories | $21,601 | | Property, plant & equipment | $151,697 | | Intangible assets | $36,800 | | Accounts payable and other current liabilities | $(13,047) | | Goodwill | $29,039 | - Goodwill of $29.0 million from the Echo Lake Foods acquisition is primarily attributable to projected synergies and is deductible for tax purposes[33] Note 3 - Investment Securities Available-for-Sale This note provides a breakdown of investment securities, their fair values, and contractual maturities | Security Type | August 30, 2025 Fair Value (in thousands) | May 31, 2025 Fair Value (in thousands) | | :------------------------------ | :---------------------------------------- | :--------------------------------------- | | Municipal bonds | $22,140 | $21,698 | | Commercial paper | $81,504 | $90,830 | | Corporate bonds | $538,393 | $431,508 | | Certificates of deposits | $4,968 | $5,194 | | US government and agency obligations | $245,084 | $240,395 | | Treasury bills | $109,386 | $103,083 | | Total current investment securities | $1,001,475 | $892,708 | | Contractual Maturities (August 30, 2025) | Estimated Fair Value (in thousands) | | :--------------------------------------- | :---------------------------------- | | Within one year | $472,795 | | 1-5 years | $528,680 | | Total | $1,001,475 | Note 4 - Fair Value Measurements This note describes the valuation techniques and inputs used for assets and liabilities measured at fair value - All investment securities available-for-sale are classified as Level 2 in the fair value hierarchy, utilizing observable inputs like yields, credit risks, default rates, and volatility[39] - Contingent consideration of $21.5 million is classified as Level 3, representing a potential earnout obligation to Fassio Egg Farms, Inc., valued using a discounted cash flow model with significant judgment in assumptions[39][40] Note 5 - Inventories This note details the composition of inventories, including flocks, feed, supplies, raw materials, and finished goods | Inventory Category | August 30, 2025 (in thousands) | May 31, 2025 (in thousands) | | :----------------- | :----------------------------- | :-------------------------- | | Flocks, net | $168,968 | $166,507 | | Feed and supplies | $107,165 | $99,188 | | Raw materials and finished goods | $52,296 | $29,975 | | Total Inventories | $328,429 | $295,670 | - The total flock at August 30, 2025, consisted of approximately 11.1 million pullets and breeders and 48.5 million layers[41] Note 6 - Equity This note outlines changes in stockholders' equity, including retained earnings, comprehensive income, and dividends | Equity Item | August 30, 2025 (in thousands) | May 31, 2025 (in thousands) | | :-------------------------------- | :----------------------------- | :-------------------------- | | Retained earnings | $2,698,811 | $2,565,928 | | Accumulated other comprehensive income (loss) | $954 | $(1,007) | | Total stockholders' equity | $2,701,917 | $2,566,015 | - Dividends of $66.5 million ($1.371 per share) were paid for the thirteen weeks ended August 30, 2025, compared to $49.9 million ($1.019 per share) in the prior year period[42] Note 7 - Net Income per Common Share This note presents the calculation of basic and diluted earnings per share for the reporting periods | Metric | Thirteen Weeks Ended August 30, 2025 | Thirteen Weeks Ended August 31, 2024 | | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Net income attributable to Cal-Maine Foods, Inc. | $199,340 (in thousands) | $149,976 (in thousands) | | Basic EPS | $4.13 | $3.08 | | Diluted EPS | $4.12 | $3.06 | | Weighted-average common shares outstanding, basic | 48,281 (in thousands) | 48,761 (in thousands) | | Weighted-average common shares outstanding, diluted | 48,424 (in thousands) | 48,932 (in thousands) | Note 8 - Stock Based Compensation This note details stock-based compensation expense and activity for equity-based awards | Metric | Thirteen Weeks Ended August 30, 2025 | Thirteen Weeks Ended August 31, 2024 | | :-------------------------------- | :----------------------------------- | :----------------------------------- | | Total stock-based compensation expense | $1.3 million | $1.1 million | - Unrecognized compensation expense for non-vested equity-based awards was $8.0 million as of August 30, 2025, to be recognized over a weighted average period of 2.0 years[47] | Equity-Based Award Activity (Thirteen Weeks Ended August 30, 2025) | Number of Shares | Weighted Average Grant Date Fair Value | | :------------------------------------------------- | :--------------- | :------------------------------------- | | Outstanding, May 31, 2025 | 212,717 | $66.93 | | Granted | 13,518 | $101.14 | | Vested | (529) | $54.10 | | Forfeited | (793) | $73.93 | | Outstanding, August 30, 2025 | 224,913 | $68.99 | Note 9 - Segment Reporting This note describes the company's single reportable segment and provides revenue breakdowns by product and sales channel - The Company operates as a single reportable segment: production, packaging, marketing, and distribution of shell eggs, prepared foods, and egg products[49] | Product Category | Thirteen Weeks Ended August 30, 2025 (in thousands) | Thirteen Weeks Ended August 31, 2024 (in thousands) | YoY Change (%) | | :----------------- | :-------------------------------------------------- | :-------------------------------------------------- | :------------- | | Conventional shell egg sales | $505,941 | $484,736 | 4.4% | | Specialty shell egg sales | $283,456 | $256,777 | 10.4% | | Prepared foods | $83,936 | $8,938 | 839.1% | | Egg products | $37,107 | $26,237 | 41.4% | | Other | $12,162 | $9,183 | 32.4% | | Total | $922,602 | $785,871 | 17.4% | | Sales Channel | Thirteen Weeks Ended August 30, 2025 (in thousands) | Thirteen Weeks Ended August 31, 2024 (in thousands) | YoY Change (%) | | :-------------- | :-------------------------------------------------- | :-------------------------------------------------- | :------------- | | Retail | $739,787 | $669,709 | 10.5% | | Foodservice | $152,085 | $109,845 | 38.5% | | Other | $30,730 | $6,317 | 386.5% | | Total | $922,602 | $785,871 | 17.4% | Note 10 - Commitments and Contingencies This note discloses ongoing legal proceedings, antitrust investigations, and potential financial liabilities - The Company received a Civil Investigative Demand from the DOJ and a subpoena from New York State in March and August 2025, respectively, related to antitrust investigations into anticompetitive conduct and high egg prices[53] - In the Kraft Foods Global, Inc. antitrust case, a jury awarded $17.8 million in damages in December 2023, leading to a final judgment of $43.6 million (trebled) against the Company and other defendants in November 2024. The Company posted a $23.9 million bond and intends to appeal[59] - In the State of Oklahoma Watershed Pollution Litigation, the court found defendants jointly and severally liable for nuisance and trespass in January 2023. The State is seeking over $100 million in total fines, including approximately $18.2 million from the Company, but management believes the ultimate loss will be substantially less[64] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management discusses the company's financial performance, condition, and strategic priorities for Q1 FY26, including market dynamics, acquisitions, and operational results COMPANY OVERVIEW This section provides an overview of Cal-Maine Foods' business, strategic focus, and market position as the largest U.S. egg company - Cal-Maine Foods is the largest egg company in the U.S., offering a full portfolio from conventional to specialty eggs and prepared foods, with fully integrated operations and the largest flock in the U.S. (48.5 million layers, 11.1 million pullets/breeders as of Aug 30, 2025)[68][69][71] - The Company's strategy focuses on expanding specialty eggs and prepared foods, pursuing disciplined growth through acquisitions, and leveraging its scale, vertical integration, operational excellence, and financial strength[72] - Operating results are materially impacted by volatile market prices for eggs and feed grains; conventional eggs are primarily market-based, while most specialty eggs are sold under non-market-based frameworks[73][74] HPAI This section discusses the impact of Highly Pathogenic Avian Influenza on the layer flock and the company's mitigation efforts - In calendar year 2025, an additional 42.4 million commercial layer hens and pullets were depopulated due to HPAI as of September 30, 2025, following 40.2 million in 2024[78] - The estimated U.S. table-egg layer flock as of August 1, 2025, was approximately 296.9 million, a decrease from 301.9 million in the prior year[79] - The Company increased its average number of layer hens by 10% and total chicks hatched by 77% in Q1 FY26 YoY, and is investing in expansion projects to add approximately 1.1 million cage-free layer hens and 250,000 pullets by end of calendar 2025 to mitigate tight egg supply[80] CAGE-FREE EGGS This section highlights legislative mandates and the company's progress and revenue contribution from cage-free egg sales - Ten states have passed legislation or regulations mandating cage-free egg production or sales, with implementation ranging from January 2022 to January 2030, representing approximately 27% of the U.S. total population[81] - Cage-free egg revenue represented approximately 27.3% of total shell egg revenue for the first quarter of fiscal year 2026, reflecting continued investment in cage-free facilities[82] ACQUISITIONS This section details recent acquisitions, including Echo Lake Foods, and their contributions to the company's business expansion - Effective June 2, 2025, the Company acquired Echo Lake Foods, LLC, which contributed $70.5 million to prepared foods revenue in Q1 FY26 and expanded its product line and customer base[83][84] - Other recent acquisitions include Deal-Rite Foods, Inc. (feed mills, Q3 FY25), a strategic investment in Crepini LLC (egg products/prepared foods venture, Q2 FY25), full ownership of MeadowCreek Food, LLC (hard-cooked eggs, Q2 FY25), and ISE America, Inc. (shell egg production/processing, Q1 FY25)[85][86][87][88] EXECUTIVE OVERVIEW This section provides a high-level summary of key financial performance drivers, including gross profit, sales volumes, and production costs - Gross profit for Q1 FY26 increased to $311.3 million from $247.2 million in Q1 FY25, driven by higher net average selling prices for shell eggs, increased specialty egg volumes, lower feed ingredient prices, and the Echo Lake Foods acquisition[89] | Metric | Q1 FY26 Average Price per Dozen | Q1 FY25 Average Price per Dozen | YoY Change (%) | | :-------------------- | :------------------------------ | :------------------------------ | :------------- | | All shell eggs | $2.486 | $2.392 | 3.9% | | Conventional egg prices | $2.539 | $2.424 | 4.7% | | Specialty egg prices | $2.396 | $2.335 | 2.6% | - Dozens sold increased by 2.5% in Q1 FY26 compared to Q1 FY25, benefiting from fully operational facilities in Kansas and Texas and full production capacity from the ISE acquisition[91] | Farm Production Cost per Dozen Produced | Q1 FY26 | Q1 FY25 | YoY Change (%) | | :-------------------------------------- | :------ | :------ | :------------- | | Feed | $0.473 | $0.494 | (4.3)% | | Other | $0.458 | $0.421 | 8.8% | | Total | $0.931 | $0.915 | 1.7% | RESULTS OF OPERATIONS This section provides a detailed analysis of the company's financial results, including net sales, cost of sales, and operating expenses NET SALES This section analyzes the company's net sales performance, breaking down revenue by product category and sales channels | Category | Q1 FY26 Net Sales (in thousands) | Q1 FY25 Net Sales (in thousands) | YoY Change (%) | | :---------------- | :------------------------------- | :------------------------------- | :------------- | | Total net sales | $922,602 | $785,871 | 17.4% | | Shell Eggs | $789,397 | $741,513 | 6.5% | | Prepared foods | $83,936 | $8,938 | 839.1% | | Egg products | $37,107 | $26,237 | 41.4% | - Shell egg sales represented 85.6% of total net sales in Q1 FY26, down from 94.4% in Q1 FY25, reflecting the growth in prepared foods[98] - Conventional egg sales increased 4.4% ($21.2 million) due to a 4.7% price increase, while specialty egg sales increased 10.4% ($26.7 million) due to a 7.5% volume increase and a 2.6% price increase[104] COST OF SALES This section details the components of cost of sales, including farm production, prepared foods, and egg products | Cost of Sales Category | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :--------------------- | :--------------------- | :--------------------- | :------------- | | Total cost of sales | $611,288 | $538,653 | 13.5% | | Farm production | $259,927 | $241,701 | 7.5% | | Prepared foods | $65,214 | $10,115 | 544.7% | | Egg products | $21,406 | $26,677 | (19.8)% | - Feed costs decreased 4.3% in Q1 FY26 due to lower soybean meal prices, resulting in a $5.9 million decrease in cost of sales[109] - Prepared foods costs increased significantly by $51.7 million, primarily due to the acquisition of Echo Lake Foods[109] GROSS PROFIT This section analyzes the drivers behind changes in gross profit, including pricing, volumes, and feed costs | Metric | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :--------- | :--------------------- | :--------------------- | :------------- | | Gross profit | $311,314 | $247,218 | 25.9% | - The increase in gross profit was primarily due to higher net average selling prices for shell eggs (especially conventional), higher specialty volumes, lower feed ingredient prices, and contributions from Echo Lake Foods[110] SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES This section details the components and changes in selling, general, and administrative expenses | Expense Category | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :----------------- | :--------------------- | :--------------------- | :------------- | | Delivery expense | $26,043 | $21,064 | 23.6% | | Marketing expense | $14,462 | $14,352 | 0.8% | | Other general and administrative expenses | $29,009 | $26,516 | 9.4% | | Total SGA expenses | $69,514 | $61,932 | 12.2% | - Delivery expense increased due to higher sales volumes from the Echo Lake Foods acquisition and increased specialty shell egg sales[117] - Other general and administrative expenses increased primarily due to the acquisition of Echo Lake Foods[117] GAIN ON INVOLUNTARY CONVERSION This section reports on gains from business interruption insurance recoveries - The Company recorded a $7.5 million gain in Q1 FY26 from business interruption insurance recoveries related to a fiscal 2021 weather event[112] OPERATING INCOME This section presents the company's operating income and its year-over-year change | Metric | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :------------- | :--------------------- | :--------------------- | :------------- | | Operating income | $249,184 | $187,000 | 33.3% | OTHER INCOME (EXPENSE) This section details other non-operating income and expenses, primarily interest income | Metric | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :------------- | :--------------------- | :--------------------- | :------------- | | Interest income, net | $12,850 | $9,785 | 31.3% | | Total other income, net | $14,081 | $10,996 | 28.1% | - Interest income increased primarily due to higher average cash, cash equivalents, and investment securities balances, coupled with higher yields[115] INCOME TAXES This section presents the company's income tax expense and effective tax rate | Metric | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :------------- | :--------------------- | :--------------------- | :------------- | | Income before income taxes | $263,265 | $197,953 | 33.0% | | Income tax expense | $64,158 | $48,363 | 32.7% | | Effective tax rate | 24.4% | 24.4% | 0.0% | NET INCOME ATTRIBUTABLE TO CAL-MAINE FOODS, INC. This section reports the net income attributable to Cal-Maine Foods, Inc. and corresponding earnings per share | Metric | Q1 FY26 (in thousands) | Q1 FY25 (in thousands) | YoY Change (%) | | :------------- | :--------------------- | :--------------------- | :------------- | | Net income attributable to Cal-Maine Foods, Inc. | $199,340 | $149,976 | 32.9% | | Basic EPS | $4.13 | $3.08 | 34.1% | | Diluted EPS | $4.12 | $3.06 | 34.6% | LIQUIDITY AND CAPITAL RESOURCES This section discusses the company's financial liquidity, cash flow activities, and capital expenditure plans | Metric | August 30, 2025 (in thousands) | May 31, 2025 (in thousands) | | :------------ | :----------------------------- | :-------------------------- | | Working capital | $1,576,903 | $1,659,739 | | Current ratio | 6.8 | 6.4 | - Net cash provided by operating activities increased to $278.6 million in Q1 FY26 from $117.5 million in Q1 FY25, driven by increased revenue from shell egg sales and the Echo Lake Foods acquisition[122] - Net cash used in investing activities significantly increased to $409.7 million in Q1 FY26 from $135.9 million in Q1 FY25, primarily due to the Echo Lake Foods acquisition ($275.3 million) and increased purchases of investment securities[123] - The Company paid $114.2 million in dividends in Q1 FY26, up from $37.8 million in Q1 FY25[124] - The Board approved a $500 million share repurchase program in February 2025, with $450 million remaining authorization as of Q1 FY26. No shares were repurchased under this program during Q1 FY26[127][128] | Capital Project Type | Projected Completion | Projected Cost (in thousands) | Spent as of Aug 30, 2025 (in thousands) | Remaining Projected Cost (in thousands) | | :------------------- | :------------------- | :---------------------------- | :-------------------------------------- | :-------------------------------------- | | Feed Mills | Fiscal 2026 | $9,800 | $7,386 | $2,414 | | Prepared Foods Expansion | Fiscal 2026 | $14,853 | - | $14,853 | | Egg Products Expansion | Fiscal 2026 | $19,582 | $15,891 | $3,691 | | Cage-Free Layer & Pullet Houses | Fiscal 2026 | $213,107 | $186,976 | $26,131 | | Total | | $257,342 | $210,253 | $47,089 | Impact of Recently Issued Accounting Standards This section addresses the evaluation of new accounting pronouncements and their potential impact on financial disclosures - The Company refers to Note 1 for information on new accounting pronouncements and policies, including ASU 2023-09 and ASU 2024-03/2025-01, which are currently being evaluated for their impact on financial statement disclosures[132] CRITICAL ACCOUNTING ESTIMATES This section confirms no changes to the critical accounting estimates previously identified - There have been no changes to the critical accounting estimates identified in the Company's 2025 Annual Report[134] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK No material changes in the company's market risk exposure were reported for the thirteen weeks ended August 30, 2025 - No material changes in market risk exposure were reported for the thirteen weeks ended August 30, 2025[135] ITEM 4. CONTROLS AND PROCEDURES The company confirms effective disclosure controls and procedures, with no material changes in internal control over financial reporting - The Company's disclosure controls and procedures were effective as of August 30, 2025, at the reasonable assurance level[136] - There were no material changes in internal control over financial reporting during the quarter ended August 30, 2025[137] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales ITEM 1. LEGAL PROCEEDINGS This section refers to Note 10 for detailed information on ongoing legal proceedings, including antitrust investigations and litigation - Legal proceedings are discussed in detail in Note 10 of the Condensed Consolidated Financial Statements[139] ITEM 1A. RISK FACTORS No material changes to the company's previously disclosed risk factors were reported - No material changes in risk factors were reported from the 2025 Annual Report[140] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This section summarizes share repurchases, including shares withheld for tax obligations, and details the remaining authorization under the share repurchase program | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :----------------- | :------------------------------- | :--------------------------- | | 06/01/25 to 06/28/25 | 194 | $98.13 | | 06/29/25 to 07/26/25 | — | — | | 07/27/25 to 08/30/25 | — | — | | Total | 194 | $98.13 | - 194 shares were withheld to satisfy tax withholding obligations for employees in connection with the vesting of restricted common stock[141] - As of August 30, 2025, $450 million remained authorized under the $500 million share repurchase program approved in February 2025[141][142] ITEM 5. OTHER INFORMATION No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated by directors or officers during Q1 FY26 - No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during Q1 FY26[143] ITEM 6. EXHIBITS This section lists all exhibits filed with the Form 10-Q, including key agreements, corporate documents, and certifications - The exhibits include the Echo Lake Purchase Agreement, corporate governance documents, CEO/CFO certifications (Rule 13a-14(a) and Section 1350), and Inline XBRL Taxonomy Extension Documents[146] Signatures This section contains the required signatures for the Form 10-Q, confirming its submission by the Principal Financial Officer and Principal Accounting Officer - The report is signed by Max P. Bowman, Vice President, Chief Financial Officer, and Matthew S. Glover, Vice President – Accounting, on October 1, 2025[148]