8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (Date of Earliest Event Reported):

May 12, 2021

Cal-Maine Foods, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38695

64-0500378

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

3320 W Woodrow Wilson Ave

Jackson

,

MS

39209-3409

(Address of principal executive offices (zip code))

601

-

948-6813

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions (see General Instruction A.2 below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

CALM

The

NASDAQ

Global Select Market

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of

1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not

to use the extended transition period

for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange

Act.

☐

Item 8.01.

Other Events

On May 12, 2021,

Cal-Maine Foods,

Inc. (the

“Company”) issued

a press

release announcing

it had

reached a

definitive

agreement to

acquire Rose Acre Farms,

Inc.’s 50% membership

interest in

Red River Valley

Egg Farm, LLC.

The

acquisition will

bring the

Company’s total

ownership to 100%.

A copy of

the Company’s

press release

is attached

hereto as Exhibit 99.1 to this Current Report.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on May 12, 2021

104

Cover Page Interactive Data File, (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements for the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned hereunto duly authorized.

CAL-MAINE FOODS, INC.

Date:

May 12, 2021

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

exhibit991

Exhibit 99.1

-END-

Contacts:

Dolph Baker, Chairman and CEO

Max P. Bowman,

Vice President and CFO

(601) 948-6813

CAL-MAINE FOODS, INC. ACQUIRES REMAINING

INTEREST IN RED RIVER VALLEY EGG FARM

LLC

JACKSON, Miss. (May

12, 2021)

—

Cal-Maine Foods, Inc.

(NASDAQ: CALM) today

announced that the

Company has reached a definitive agreement to purchase the

remaining 50 percent membership interest

in Red

River Valley

Egg Farm,

LLC from

Rose Acre Farms, Inc.

The entity

will become

a wholly

owned

subsidiary

of

the

Company.

The

purchase

price

is

$48.5

million

for

the

balance

of

the

joint

venture’s

membership

interests.

Red

River

Valley

Egg

Farm,

LLC

owns

and

operates

a

specialty

shell

egg

production complex with approximately 1.7 million laying hens, pullet capacity, feed mill, processing plant,

related offices and

outbuildings and related

equipment located on

approximately 400 acres near

Bogata,

Texas.

The

Company

expects

to

close

the

transaction

by

the

end

of

the

month,

subject

to

customary

closing conditions.

Commenting on

the announcement,

Dolph Baker,

chairman and

chief executive

officer of

Cal

-

Maine

Foods, Inc., stated, “We

have enjoyed a good working

relationship with Rose

Acre Farms since we

formed

this

partnership

and

are

pleased

to

assume

full

ownership

of

Red

River

Valley

Egg

Farm.

When

it

commenced operations in

2015, Red River

Valley Egg Farm

significantly increased

the availability of

cage-

free

and

other

specialty

eggs

to

meet

the

growing

consumer

demand

for

those

products,

and

we

look

forward to

continuing to

support our

valued customers

in this

important region.

Red River

Valley Egg

Farm’s

experienced management team will

remain in place and be

integrated into Cal-Maine’s already

deep roots

in Texas.

We believe

this transaction

will offer

us additional

opportunities to

expand our

production capacity

and to meet the anticipated growing demand for cage-free and specialty

eggs.”

Cal-Maine Foods,

Inc. is

primarily engaged

in the

production, grading,

packing and

sale of fresh

shell eggs,

including

conventional,

cage-free,

organic

and

nutritionally

enhanced

eggs.

The Company,

which is headquartered in Jackson, Mississippi,

is the largest producer and

distributor of fresh shell eggs

in the

United States and

sells the majority of

its shell

eggs in

states across

the southwestern,

southeastern,

mid-western and mid-Atlantic regions of the United States.

Statements contained in this press release that

are not historical facts are

forward-looking statements as that

term is defined in the Private Securities

Litigation Reform Act of 1995. The forward

-looking statements are based on

management’s current intent, belief,

expectations, estimates and projections

regarding our company and

our industry.

These statements are not

guarantees of future

performance and involve

risks, uncertainties, assumptions

and other

factors that are difficult to predict and may be beyond our control. The factors that could cause actual results

to differ

materially from those

projected in the

forward-looking statements

include, among others,

(i) the risk

factors set forth

in

the

Company’s

SEC filings

(including

its Annual

Reports on

Form

10-K,

Quarterly

Reports

on

Form

10-Q

and

Current Reports on Form 8-K), (ii) the risks and hazards inherent in the shell

egg business (including disease, pests,

weather conditions and potential for

recall), (iii) changes in the

demand for and market prices

of shell eggs and feed

costs,

(iv)

our

ability

to

predict

and

meet

demand

for

cage-free

and

other

specialty

eggs,

(v)

risks,

changes

or

obligations that

could result

from our

future acquisition

of new flocks

or businesses

and risks

or changes

that may

cause

conditions

to

completing

a

pending

acquisition

not

to

be

met,(vi)

risks

relating

to

the

evolving

COVID-19

pandemic, and

(vii) adverse

results in pending

litigation matters.

SEC filings

may be obtained

from the

SEC or

the

Company’s website, www.calmainefoods.com. Readers are cautioned not to

place undue reliance on forward-looking

statements because,

while

we

believe the assumptions

on

which the

forward-looking

statements

are

based

are

reasonable, there can be no assurance that these forward-looking

statements will prove to be accurate.

Further, the

forward-looking statements included

herein are only

made as of the

respective dates thereof,

or if no date

is stated,

as of

the date

hereof.

Except as

otherwise

required

by law,

we disclaim

any intent

or obligation

to publicly

update

these forward-looking statements, whether as a result

of new information, future events or otherwise.