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):

~~July~~August 2211, 2025

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.)

1052 Highland Colony Pkwy

Suite 200

Ridgeland

39157

(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

~~Check~~registrant ~~the~~under ~~appropriate~~any ~~box~~of ~~below if~~ the ~~Form~~following ~~8-K~~provisions ~~filing~~(see isGeneral ~~intended~~Instruction toA.2 ~~simultaneously~~below): ~~satisfy the filing obligation of the~~

☐

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:

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

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

OnCompensatory ~~July~~Arrangements ~~22,~~of ~~2025,~~Certain ~~Cal-Maine Foods, Inc~~Officers. ~~(the “Company”) issued a press release announcing its financial results for the fourth~~

On August 11,

2025, the

board of

directors (the

“Board”) of

Cal-Maine Foods,

Inc. (the

“Company”) increased

the size

of the

Board from seven

to eight directors,

designated the newly

created directorship

as a Class I

directorship, and

appointed Melanie

Boulden

as an

independent

Class I

director,

serve

until

the

Company’s

2025

annual meeting

stockholders

and until

her

successor

duly

elected

and

qualified.

Effective

September

2025,

Ms.

Boulden

will

join

the

Compensation, Audit,

and

Nominating and Corporate Governance Committees.

The Board affirmatively determined that

Ms. Boulden is independent

within

~~quarter~~the ~~and~~meaning ~~fiscal~~of ~~year~~Nasdaq’s ~~ended~~Listing ~~May~~Standards ~~31,~~and ~~2025.~~meets Aall ~~copy~~applicable ofrequirements ~~the~~to ~~Company’s~~serve ~~press~~on ~~release~~each issuch ~~attached~~committee, ~~hereto~~including asthe ~~Exhibit 99.1 to this~~

requirements of Nasdaq and the Securities Exchange Act

of 1934, as amended (the “Exchange

Act”) and the regulations pursuant

~~Current Report~~thereto.

Ms.

Boulden

will

compensated

for

her

services

accordance

with

the

Company’s

non-employee

director

compensation

program which provides for an annual fee of $45,000. The fee is paid in quarterly

installments, in advance. On August 11, 2025,

Ms. Boulden received

a grant of 938 restricted

stock awards (“RSAs”) under

the Company’s Amended and Restated

Cal-Maine

Foods, Inc. 2012 Omnibus Long-Term Incentive Plan, as amended.

Such RSAs vest 100% on January 14, 2028.

~~In accordance with General Instruction B.2 of Form 8-K, the information in this~~ Item 27.0201 ofRegulation ~~this~~FD ~~Current~~Disclosure ~~Report on Form 8-K,~~

On August 11, 2025

the Company issued a press

release announcing the appointment of Ms.

Boulden as a Class I

director. A

copy

of the Company’s press release is attached hereto as Exhibit 99.1 to this Current

Report.

~~including~~On ~~Exhibit~~August ~~99.1~~11, ~~hereto~~2025, ~~which~~the ~~are~~Company ~~furnished~~issued ~~herewith~~a ~~pursuant~~press torelease ~~and~~announcing ~~relate~~the toappointment ~~this~~of ~~Item~~Keira ~~2.02,~~Lombardo ~~shall~~as ~~not~~the beCompany’s ~~deemed~~first ~~"filed"~~

~~for~~Chief ~~purposes~~Strategy ofOfficer. ~~Section~~A 18copy of the ~~Securities~~Company’s ~~Exchange~~press ~~Act~~release ofis ~~1934,~~attached hereto as ~~amended~~Exhibit ~~(the~~99.2 ~~"Exchange~~to ~~Act"),~~this orCurrent ~~otherwise~~Report. ~~be subject~~

In accordance with

General Instruction B.2

of Form 8-K, the

information in this

Item 7.01 of this

Current Report on Form

8-K,

including Exhibits 99.1 and

99.2 hereto, which are

furnished herewith pursuant to

and relate to this

Item 7.01, shall not

be deemed

"filed" for

purposes of Section

18 of

the Exchange Act, or

otherwise be

subject to the

liabilities of

Section 18

of the Exchange

Act.

The

information

this

Item

7.01

this

Current

Report

Form

8-K

and

Exhibits

99.1

and

99.2

hereto

shall

not

toincorporated ~~the~~by ~~liabilities~~reference ofinto ~~Section~~any 18filing ofor ~~the~~other ~~Exchange~~document ~~Act.~~filed ~~The~~by ~~information~~the inCompany ~~this~~with ~~Item~~the ~~2.02~~SEC ofpursuant ~~this~~to ~~Current~~the ~~Report~~Securities onAct ~~Form~~of ~~8-K and~~

1933, as

amended, the

rules and

regulations of

the SEC

thereunder, the

Exchange Act, or

the rules

and regulations

of the

SEC

thereunder except as shall be expressly set forth by specific reference to this Form 8-K

in such filing or document.

~~Exhibit~~Item 998.101 ~~hereto~~Other ~~shall~~Events ~~not be incorporated by reference into any filing or other document filed by the Company with the SEC~~

On August 11, 2025,

the Company appointed Keira Lombardo as the Company’s first

Chief Strategy Officer, an executive officer

of the

Company, effective

immediately. Ms.

Lombardo is

a seasoned

food and

agriculture executive

with over

two decades

experience

leading transformation and growth across complex, multi-stakeholder food

systems.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the

rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference to this Form 8-K in such

filing or document.

Exhibit

Number

Description

99.1

Press Release issued by the Company on ~~July~~August 2211, 2025 announcing the appointment of Melanie

Boulden as a Class I director

99.2

Press Release issued by the Company on August 11, 2025 announcing the appointment of Keira

Lombardo as the Company's Chief Strategy Officer

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:

~~July~~August 2211, 2025

By:

/s/ Max P. Bowman

Max P. Bowman

Director, Vice President, and Chief Financial Officer

Filing Compare · CAL-MAINE FOODS INC