Cal-Maine Foods (NASDAQ: CALM) COO reports stock grant, tax withholding

Rhea-AI Filing Summary

Cal-Maine Foods COO Michael Todd Walters reported routine equity compensation and related tax withholding transactions. On January 12, 2026, he received 2,688 shares of Cal-Maine common stock as a grant of time-vesting restricted stock at a stated price of $0; this award will vest on the third anniversary of the grant date.

On January 13, 2026, 455 shares of common stock were withheld at $72.44 per share to cover taxes due upon the vesting of restricted stock. After these transactions, Walters directly beneficially owned 8,003 shares of common stock and indirectly held 7,473 shares through a KSOP allocation.

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^*

Walters Michael Todd

(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)

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

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)		2,688	A	$0	8,458	D
Common Stock	01/13/2026		F(2)		455	D	$72.44	8,003	D
Common Stock								7,473	I	By KSOP(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. 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. Represents current allocation under KSOP.

Remarks:

	/s/Robert L. Holladay, Jr., on behalf of Michael T. Walters, 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 activity did CALM COO Michael Todd Walters report?

Michael Todd Walters, COO of Cal-Maine Foods, reported a grant of 2,688 shares of restricted common stock and a withholding of 455 shares to cover taxes.

When did the CALM restricted stock grant to the COO occur and how many shares were included?

The grant occurred on January 12, 2026 and included 2,688 shares of Cal-Maine common stock as time-vesting restricted stock.

What are the vesting terms of the restricted stock granted to the CALM COO?

The filing states the time-vesting restricted stock will vest on the third anniversary of the grant date.

Why were 455 CALM shares reported as disposed of by the COO?

The filing explains that 455 shares were withheld at $72.44 per share to cover taxes due upon the vesting of restricted stock.

How many CALM shares does the COO own directly after these transactions?

Following the reported transactions, Michael Todd Walters directly beneficially owned 8,003 shares of Cal-Maine common stock.

What does the Form 4 say about the COO’s indirect holdings in CALM?

The Form 4 notes that Walters indirectly holds 7,473 shares of Cal-Maine common stock through a current allocation under a KSOP.