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

Rhea-AI Filing Summary

Cal-Maine Foods President & CEO Sherman Miller reported equity award activity and related tax withholding. On 01/12/2026, he received a grant of 4,097 shares of time-vesting restricted common stock at a stated price of $0, which will vest on the third anniversary of the grant date. On 01/13/2026, 1,097 common shares were withheld at $72.44 per share to cover taxes due upon the vesting of restricted stock. Following these transactions, Miller directly beneficially owned 26,899 common shares. He also had indirect holdings of 5,856 common shares through a KSOP and 1,492 common shares through his wife's KSOP, and he disclaims beneficial ownership of all securities held by his wife.

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^*

Miller Sherman

(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)
	PRESIDENT & CEO

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)		4,097	A	$0	27,996	D
Common Stock	01/13/2026		F(2)		1,097	D	$72.44	26,899	D
Common Stock								1,492	I	By wife's KSOP(3)(4)
Common Stock								5,856	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.

4. The reporting person disclaims beneficial ownership of all securities held by his wife, directly or indirectly, and this report should not be deemed an admission that the reporting person is the beneficial owner for the purposes of Section 16 or any other purpose.

Remarks:

	/s/Robert L. Holladay, Jr., on behalf of Sherman L. Miller, 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 President & CEO Sherman Miller report?

Sherman Miller reported a grant of 4,097 shares of time-vesting restricted common stock on 01/12/2026 and the withholding of 1,097 shares on 01/13/2026 to cover taxes due upon restricted stock vesting.

How many Cal-Maine Foods (CALM) shares does Sherman Miller directly own after these transactions?

After the reported transactions, Sherman Miller beneficially owned 26,899 shares of Cal-Maine Foods common stock in direct form.

What are the terms of the restricted stock granted to Sherman Miller at Cal-Maine Foods?

The filing states that the 4,097-share restricted stock grant is time-vesting and will vest on the third anniversary of the grant date of 01/12/2026.

Why were 1,097 CALM shares withheld from Sherman Miller?

The filing explains that the 1,097 shares of common stock were withheld to cover taxes due upon the vesting of restricted stock, at a price of $72.44 per share.

What indirect Cal-Maine Foods holdings are reported for Sherman Miller?

The report shows indirect holdings of 5,856 shares through a KSOP and 1,492 shares through his wife's KSOP, described as current allocations under the KSOP.

Does Sherman Miller claim beneficial ownership of shares held by his wife?

No. A footnote states that he disclaims beneficial ownership of all securities held by his wife, directly or indirectly, and that the report should not be deemed an admission that he is the beneficial owner.

What roles does Sherman Miller hold at Cal-Maine Foods (CALM)?

The filing identifies Sherman Miller as both a Director and an Officer of Cal-Maine Foods, with the officer title President & CEO.