| Stock-Based Compensation |
Note 13 – Stock-Based Compensation The Company’s stock-based compensation plan, the Amended and Restated Cal -Maine Foods, Inc. 2012 Omnibus Long -Term Incentive Plan (the “LTIP Plan”), provides for the granting of equity -based awards such as restricted stock, performance stock units and stock options . Awards may be granted under the LTIP Plan to any employee, any non -employee member of the Board, and any consultant who is a natural person and provides services to us or one of our subsidiaries (except for incentive stock options, which may be granted only to our employees). As of May 30, 2026, the total number of shares available for issuance was 719,234 , and may be authorized but unissued shares or treasury shares. Common Stock issued from treasury shares under 89,867 47,700 86,803 shares for fiscal 2026, 2025 and 2024, respectively. Restricted stock outstanding under the LTIP Plan vests three years from the grant date, or upon death or disability, change in control, or retirement (subject to certain requirements). The restricted stock contains no other service or performance conditions. Restricted stock is awarded in the name of the recipient and, except for the right of disposal, constitutes issued and outstanding shares of the Company’s Common Stock for all corporate purposes during the period of restriction including the right to receive dividends. Compensation expense is a fixed amount based on the grant date closing price and is amortized on a straight-line basis over the vesting period. Forfeitures are recognized as they occur. Total stock-based compensation expense related to the restricted stock was $ 5.3 4.5 4.4 2026, 2025 and 2024, respectively. Our unrecognized compensation expense as a result of non-vested shares was $ 9.0 million at May 30, 2026 and $ 8.0 May 31, 2025 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.1 years. A summary of our activity and related information for our restricted stock is as follows:
Shares Date Fair Value Outstanding, June 1, 2024 277,954 $ 49.38 Granted 47,700 109.97 Vested (108,058) 41.32 Forfeited (4,879) 54.86 Outstanding, May 31, 2025 212,717 $ 66.93 Granted 89,867 76.47 Vested (88,519) 55.61 Forfeited (5,063) 83.85 Outstanding, May 30, 2026 209,002 $ 75.42
Performance-Based Long-Term Incentive Awards Effective June 1, 2025, the Company implemented a new performance -based long-term incentive award under our executive compensation program, which provides for awards of performance share units (“PSUs”) to certain key executives. Pursuant to these awards, certain officers have the opportunity to receive Common Shares after a three-year performance period contingent on (a) the executive’s continued service through the performance period, except as otherwise provided in the award agreement, and (b) the Company’s achievement of specific performance goals tied to the following two equally weighted measures: the Company’s cumulative adjusted EBITDA and relative total stockholder return compared to a peer group. Depending on the level of achievement of these two measures over the performance period, the PSUs will pay out between 0 % and 150 Total compensation expense as a result of the performance-based program was $ 387 Our unrecognized compensation expense as a result of non-vested shares in the performance-based program was $ 779 at May 30, 2026 . The unrecognized compensation expense will be amortized to stock compensation expense over a period of 2.0 years. A summary of our activity and related information for our performance-based awards is as follows:
Shares Date Fair Value Outstanding, May 31, 2025 — $ — Granted 9,260 101.95 Outstanding, May 30, 2026 9,260 $ 101.95 |