Cal-Maine Foods (CALM) chair reports restricted stock grant and tax withholding

Rhea-AI Filing Summary

Cal-Maine Foods board chair Adolphus B. Baker reported equity award and related tax withholding transactions in company stock. On January 12, 2026, he received a grant of 1,310 shares of time-vesting restricted stock, which will vest on the third anniversary of the grant date. On January 13, 2026, 761 shares of common stock were withheld at $72.44 per share to cover taxes due upon the vesting of restricted stock, leaving him with 1,119,583 shares held directly.

The filing also notes additional shares held indirectly through his wife and KSOP accounts, and states that Mr. Baker disclaims beneficial ownership of all issuer securities held by his wife, directly or indirectly.

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

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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)
01/12/2026

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	01/12/2026		A(1)		1,310	A	$0	1,120,344	D
Common Stock	01/13/2026		F(2)		761	D	$72.44	1,119,583	D
Common Stock								6,252	I	By wife's KSOP(3)(4)
Common Stock								230,570	I	By wife(3)
Common Stock								147,559	I	By KSOP(4)

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. Represents a grant of time-vesting restricted stock, which will vest on the third anniversary of the date of grant.

2. Shares withheld to cover taxes due upon the vesting of restricted stock.

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.

4. Represents current allocation under KSOP.

Remarks:

	/s/Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney	01/14/2026
	** 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 insider transactions did CALM report for Adolphus B. Baker in January 2026?

The report shows that on January 12, 2026, Adolphus B. Baker received a grant of 1,310 shares of time-vesting restricted stock. On January 13, 2026, 761 shares were withheld at $72.44 per share to cover taxes due upon the vesting of restricted stock.

How many Cal-Maine Foods (CALM) shares does Adolphus B. Baker hold directly after these transactions?

Following the reported January 2026 transactions, Adolphus B. Baker directly beneficially owned 1,119,583 shares of common stock.

What is the nature of the restricted stock granted to the Cal-Maine Foods board chair?

The filing states that the 1,310-share grant is time-vesting restricted stock that will vest on the third anniversary of the date of grant.

Why were 761 Cal-Maine Foods shares withheld in the Form 4 for CALM?

The filing explains that the 761 shares of common stock with a price of $72.44 per share were withheld to cover taxes due upon the vesting of restricted stock.

Does Adolphus B. Baker claim beneficial ownership of Cal-Maine Foods shares held by his wife?

No. The filing states that Mr. Baker disclaims beneficial ownership of all issuer securities held by his wife, directly or indirectly, and that the report should not be deemed an admission that he is the beneficial owner for Section 16 or any other purpose.

What indirect Cal-Maine Foods holdings related to Adolphus B. Baker are disclosed?

The report lists indirect holdings of common stock by his wife's KSOP account, by his wife, and by KSOP, and notes that one line represents the current allocation under KSOP, while Mr. Baker disclaims beneficial ownership of securities held by his wife.

What roles does Adolphus B. Baker hold at Cal-Maine Foods (CALM)?

The filing identifies Adolphus B. Baker as both a Director and an Officer of Cal-Maine Foods, with the officer title of Board Chair.