Cal-Maine Foods Inc SEC Filing
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Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
CAL-MAINE FOODS INC (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
128030202 (CUSIP Number) |
Adolphus B. Baker c/o Cal-Maine Foods, Inc., 1052 Highland Colony Parkway, Ste. 200 Ridgeland, MS, 39157 (601) 948-6813 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 128030202 |
| 1 |
Name of reporting person
Adolphus B. Baker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,466,568.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.02 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1 See details in answers to paragraphs (a), (b) and (c) of Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 128030202 |
| 1 |
Name of reporting person
Dinnette Adams Baker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
236,647.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.49 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
3 See details in answers to paragraphs (a), (b) and (c) of Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 128030202 |
| 1 |
Name of reporting person
Luanne Adams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
201,525.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.42 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
4 See details in answers to paragraphs (a), (b) and (c) of Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 128030202 |
| 1 |
Name of reporting person
Nancy Adams Briggs | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
600,794.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.24 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
5 See details in answers to paragraphs (a), (b) and (c) of Item 5 below.
SCHEDULE 13D
|
| CUSIP No. | 128030202 |
| 1 |
Name of reporting person
Laurel Adams Krodel | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
444,674.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.92 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
6 See details in answers to paragraphs (a), (b) and (c) of Item 5 below.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value |
| (b) | Name of Issuer:
CAL-MAINE FOODS INC |
| (c) | Address of Issuer's Principal Executive Offices:
1052 HIGHLAND COLONY PKWY, Suite 200, Ridgeland,
MISSISSIPPI
, 39157. |
| Item 2. | Identity and Background |
| (a) | (a), (b) & (c) This Amendment No. 10 ("Amendment No. 10") amends and supplements the Statement on Schedule 13D filed on August 28, 2015 by Adolphus B. Baker, Jean Reed Adams and the other reporting persons identified therein with the Securities and Exchange Commission ("SEC") (the "Original Schedule 13D"); Amendment No. 1 to Schedule 13D filed on June 5, 2018 ("Amendment No. 1"); Amendment No. 2 to Schedule 13D filed on July 20, 2018 ("Amendment No. 2"); Amendment No. 3 to Schedule 13D filed on August 24, 2018 ("Amendment No. 3"); and Amendment No. 4 to Schedule 13D filed on August 27, 2020 ("Amendment No. 4"). Subsequent to the filing of Amendment 4, Jean Reed Adams (aka Jean Morris Adams) unilaterally filed Amendment No. 5 to Schedule 13D on October 14, 2022 ("Amendment No. 5") and Amendment No. 6 to Schedule 13D on December 20, 2022 ("Amendment No. 6"). Mr. Baker did not participate in the filing of either Amendment No. 5 or Amendment No. 6.
In Amendment No. 6 filed by Jean Reed Adams, Ms. Adams disclosed that she was no longer a part of the reporting "group" with Adolphus B. Baker, within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). She also disclosed that she had ceased to be the beneficial owner of more than 5% of the Issuer's Common Stock. |
| (b) | Adolphus B. Baker has continuously been a Reporting Person under this Schedule 13D since the Original Schedule 13D was filed on August 28, 2015. In connection with the execution of the Conversion Agreement (as defined and described in Item 4 below), Mr. Baker filed Amendment No. 7 ("Amendment No. 7") on February 25, 2025, adding the following additional Reporting Persons: DLNL, LLC ("Daughters' LLC") and its four LLC members who were not already Reporting Persons: namely, Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs and Laurel Adams Krodel. These four LLC members are the daughters of the Issuer's founder Fred R. Adams, Jr., and, together with Adolphus B. Baker, are referred to as the "Members." Dinnette Adams Baker is married to Adolphus B. Baker, and Mr. Baker is the managing member of Daughters' LLC. Mr. Baker is Board Chair and an executive officer of the Issuer.
On April 16, 2025, the Reporting Persons filed Amendment No. 8 ("Amendment No. 8"), in which Daughters' LLC disclosed that, on April 14, 2025, it had ceased to be a beneficial owner of any shares of the Issuer's Common Stock. As a result, Daughters' LLC is no longer part of the reporting "group" (within the meaning of Section 13(d) of the Exchange Act) with the other Reporting Persons. On April 17, 2025, the remaining Reporting Persons filed Amendment No. 9 ("Amendment No. 9") to disclose the consummation of the Secondary Offering and the Share Repurchase (each as defined in Amendment No. 9). |
| (c) | The address of each Reporting Person's principal office is c/o Cal-Maine Foods, Inc., 1052 Highland Colony Parkway, Ste. 200, Ridgeland, MS 39157. Mr. Baker is Board Chair of the Issuer, as well as the managing member of the Daughters' LLC. |
| (d) | None of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the past five years. |
| (e) | None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the past five years. |
| (f) | Each of the Reporting Persons is a United States citizen. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of July 30, 2025, a total of 48,497,477 Common Shares were issued and outstanding. |
| (b) | Set forth below is the beneficial ownership of Common Shares for each person named in Item 2 as of the date of filing. Unless otherwise indicated, each such person has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of such shares.
(i) Adolphus B. Baker beneficially owns 1,466,568 Common Shares, representing 3.02% of the total number of outstanding Common Shares. His beneficial ownership includes direct ownership of an additional 46 Common Shares with Dinnette Adams Baker, as joint tenants in common, with respect to which he has shared voting and dispositive power. Mr. Baker's beneficial ownership also includes 147,534 Common Shares that he owns through the Issuer's KSOP, as well as 4,743 Common Shares of unvested restricted stock. With respect to his shares of unvested restricted stock, Mr. Baker has sole voting power and no dispositive power. With the exception of the 46 Common Shares that he owns as a joint tenant in common with his wife, Dinnette Adams Baker, Mr. Baker disclaims beneficial ownership of all Common Shares beneficially owned by Ms. Baker.
(ii) Dinnette Adams Baker beneficially owns 236,674 Common Shares, representing 0.49% of the total number of outstanding Common Shares. Her beneficial ownership includes direct ownership of an additional 46 Common Shares with Adolphus B. Baker, as joint tenants in common, with respect to which she has shared voting and dispositive power. Ms. Baker's beneficial ownership also includes 6,031 Common Shares that she owns through the Issuer's KSOP. With the exception of the 46 Common Shares that she owns as a joint tenant in common with her husband, Adolphus B. Baker, Ms. Baker disclaims beneficial ownership of all Common Shares beneficially owned by Mr. Baker.
(iii) Luanne Adams beneficially owns 201,525 Common Shares, representing 0.42% of the total number of outstanding Common Shares. Ms. Adams' beneficial ownership includes 738 Common Shares that she owned outside of Daughters' LLC.
(iv) Nancy Adams Briggs beneficially owns 600,794 Common Shares, representing 1.24% of the total number of outstanding Common Shares. Ms. Briggs' beneficial ownership includes 57,007 Common Shares that she owned outside of Daughters' LLC. Of those 57,007 Common Shares, 42,280 Common Shares are held jointly with her husband as co-trustees of a family living trust (as a result of which she has shared voting power and shared dispositive power for those living trust shares).
(v) Laurel Adams Krodel beneficially owns 444,674 Common Shares, representing 0.92% of the total number of outstanding Common Shares. Ms. Krodel's beneficial ownership includes 887 Common Shares that she owned jointly with her husband outside of Daughters' LLC. With respect to those 887 Common Shares that she owns jointly with her husband, Ms. Krodel has shared voting power and shared dispositive power. |
| (c) | Except as described below, within the past 60 days prior to August 4, 2025 or since the most recent filing of this Schedule 13D prior to the filing of this Amendment No. 10, whichever period is shorter, the persons named in response to paragraph 2(a) have not effected any transactions in the Issuer's securities. During such period, in accordance with the terms of the Issuer's KSOP, an additional 106 Common Shares have been credited to Mr. Baker's KSOP account, and additional 210 Common Shares have been credited to Ms. Baker's KSOP account. |
| (d) | Not applicable. |
| (e) | On August 4, 2025, each of the Reporting Persons ceased to be part of a reporting "group" (within the meaning of Section 13(d) of the Exchange Act). None of the Reporting Persons individually owns more than 5% of the issued and outstanding Common Shares. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Number - Exhibit Name
1* - Joint Filing Agreement by Adolphus B. Baker, Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs and Laurel Adams Krodel.
* Filed herewith. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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