CALM Form 4: Board Chair Reports 200K Share Disposals, Retains 1.12M

Rhea-AI Filing Summary

Adolphus B. Baker, board chair and officer of Cal-Maine Foods, reported multiple open-market sales on 08/22/2025. The filing shows three non-derivative disposal transactions totaling 200,000 shares sold (60,000; 70,000; 70,000) for $0 reported price codes, leaving him with 1,119,034 shares owned directly after the last sale. The report also discloses 147,552 shares indirectly held via a KSOP, 6,160 under his wife's KSOP allocation, and 230,570 indirectly held by his wife. The filing includes 4,743 time-vesting restricted shares that vest on the third anniversary of each grant.

Positive

• Substantial retained ownership: Mr. Baker still directly owns 1,119,034 shares after sales.
• Complete disclosure: Indirect holdings via KSOP and spouse are clearly reported and include vesting details for restricted shares.

Negative

• Insider sales: Three disposals totaling 200,000 shares were reported on 08/22/2025.

Insights

Financial Analyst

TL;DR: Insider sales of 200,000 shares reduced direct holdings but significant direct and indirect ownership remains; transaction appears routine.

The 08/22/2025 Form 4 shows Mr. Baker executed three disposal transactions aggregating 200,000 common shares, leaving over 1.1 million shares directly held. The filing separately discloses indirect holdings via KSOP and his spouse, plus a small time-vesting restricted stock component. The report does not state sale proceeds or motivations beyond standard Form 4 reporting conventions. For investors, this is a disclosure of sizable insider selling but paired with continued substantial ownership, limiting immediate governance or control concerns based solely on these entries.

Corporate Governance Expert

TL;DR: Multiple Form 4 disposals were reported; disclosures about spouse and KSOP follow required attribution conventions.

The filing includes appropriate attribution statements: indirect ownership via KSOP and a disclaimer regarding beneficial ownership of securities held by Mr. Baker's wife. It also notes time-vesting restricted shares and a power-of-attorney signature on the filing. There is no indication of unusual transactions such as derivatives, plan-based trades, or amendments that would raise governance red flags within the report's content.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BAKER ADOLPHUS B

(Last) (First) (Middle)

1052 HIGHLAND COLONY PKWY, SUITE 200

(Street)

RIDGELAND MS 39157

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAL-MAINE FOODS INC [ CALM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Board Chair

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/22/2025		G		60,000	D	$0	1,259,034	D
Common Stock	08/22/2025		G		70,000	D	$0	1,189,034	D
Common Stock	08/22/2025		G		70,000	D	$0	1,119,034(1)	D
Common Stock								147,552	I	By KSOP(2)
Common Stock								6,160	I	By wife's KSOP(3)(2)
Common Stock								230,570	I	By wife(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 4,743 shares of time-vesting restricted stock, which will vest on the third anniversary of the date of each grant.

2. Represents current allocation under KSOP.

3. Mr. Baker disclaims beneficial ownership of all issuer securities held by his wife, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for the purposes of Section 16 or any other purpose.

Remarks:

	/s/Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Adolphus B. Baker report on Form 4 for CALM?

He reported three non-derivative disposals on 08/22/2025 totaling 200,000 shares (60,000; 70,000; 70,000).

How many CALM shares does Mr. Baker own after the reported transactions?

He directly owned 1,119,034 shares following the reported sales.

Are there any indirect holdings disclosed by the reporting person in this Form 4?

Yes. The filing shows 147,552 shares via KSOP, 6,160 via his wife's KSOP allocation, and 230,570 indirectly held by his wife.

Does the Form 4 indicate any restricted or time-vesting shares?

Yes. It includes 4,743 time-vesting restricted shares that vest on the third anniversary of each grant.

Was the Form 4 signed directly by the reporting person?

No. The filing was signed on behalf of Adolphus B. Baker by Robert L. Holladay, Jr., pursuant to a power of attorney.