CALM · Cal-Maine Foods Inc · Insider Trading

Represents a grant of time-vesting restricted stock, which will vest on January 12, 2029.

Represents a grant of time-vesting restricted stock, which will vest on January 12, 2029.

Represents a grant of time-vesting restricted stock, which will vest on January 12, 2029.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Shares purchased by The Lombardo Family Trust.

Shares purchased by The Lombardo Family Trust.

Includes 938 restricted shares subject to vesting conditions.

Shares purchased by The Lombardo Family Trust.

Includes 4,743 shares of time-vesting restricted stock, which will vest on the third anniversary of the date of each grant.

Represents a grant of time-vesting restricted stock, which will vest on January 14, 2028.

Represents a grant of time-vesting restricted stock, which will vest on January 14, 2028.

Represents 118,340 shares sold in the Secondary Offering and 21,926 shares repurchased by the issuer under the Stock Repurchase Agreement (see Remarks).

Represents 968,006 shares sold by Mr. Baker's spouse in the Secondary Offering and 179,344 shares repurchased by the issuer from Mr. Baker's spouse under the Stock Repurchase Agreement (see Remarks).

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.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Represents the transfer of 1,309,245 shares of Class A Common Stock to Mr. Baker upon his redemption of his related membership interests in DLNL, LLC.

Represents 4,578,711 shares of Common Stock transferred to the members of DLNL, LLC, other than Mr. Baker, upon their redemption of their membership interests in DLNL, LLC, in exchange for the shares, which consisted of the 3,490,755 shares of Common Stock received by DLNL, LLC upon conversion of the Class A Common Stock and 1,087,956 shares of Common Stock already held by DLNL, LLC. After such redemptions, DLNL, LLC no longer holds any equity interests in the issuer.

As the managing member of DLNL, LLC, Mr. Baker has included all shares of Common Stock and Class A Common Stock held by DLNL, LLC in his Section 16 filings. However, Mr. Baker disclaims beneficial ownership of all issuer securities held or once held by DLNL, LLC, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

Represents 4,578,711 shares of Common Stock transferred to the members of DLNL, LLC, other than Mr. Baker, upon their redemption of their membership interests in DLNL, LLC, in exchange for the shares, which consisted of the 3,490,755 shares of Common Stock received by DLNL, LLC upon conversion of the Class A Common Stock and 1,087,956 shares of Common Stock already held by DLNL, LLC. After such redemptions, DLNL, LLC no longer holds any equity interests in the issuer.

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

As the managing member of DLNL, LLC, Mr. Baker has included all shares of Common Stock and Class A Common Stock held by DLNL, LLC in his Section 16 filings. However, Mr. Baker disclaims beneficial ownership of all issuer securities held or once held by DLNL, LLC, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

Represents the transfer of 1,309,245 shares of Class A Common Stock to Mr. Baker upon his redemption of his related membership interests in DLNL, LLC. See footnote (2).

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

As the managing member of DLNL, LLC, Mr. Baker has included all shares of Common Stock and Class A Common Stock held by DLNL, LLC in his Section 16 filings. However, Mr. Baker disclaims beneficial ownership of all issuer securities held or once held by DLNL, LLC, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.

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

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

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

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

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

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