CAL-MAINE FOODS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC

FORM

10-K

☑

ANNUAL REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For The Fiscal Year

Ended

☐

TRANSITION REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number:

001-38695

CAL-MAINE FOODS, INC.

(Exact name of registrant as specified in its charter)

64-0500378

(State or other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1052 Highland Colony Pkwy

,

Suite 200

,

Ridgeland

,

Mississippi

(Address of principal executive offices) (Zip Code)

(

)

948-6813

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12 (g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.

Yes

☑

No

☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

☐

No

☑

Indicate by check mark whether the registrant (1)

has filed all reports required to be filed

by Section 13 or 15(d) of the

Securities Exchange Act

of 1934 during the preceding

12 months (or for such

shorter period that the registrant

was required to file

such reports), and (2) has

been subject

to such filing requirements for the past 90 days.

Yes

☑

No

☐

Indicate by check mark whether

the registrant has submitted

electronically every Interactive Data

File required to be

submitted pursuant to Rule

405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to

submit

such files).

Yes

☑

No

☐

Indicate

by

check

mark

whether

the

registrant

is

a

large

accelerated

filer,

an

accelerated

filer,

a

non-accelerated

filer,

a

smaller

company,

or an

emerging growth

company.

See the

definitions of “large

accelerated filer,”

“accelerated filer,”

“smaller reporting

company”

and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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

☐

Indicate by

check mark

whether the registrant

has filed

a report on

and attestation

to its

management's assessment of

the effectiveness

of its

internal control over

financial reporting under

Section 404(b) of

the Sarbanes-Oxley Act

(15 U.S.C.

7262(b)) by the

registered public accounting

firm that prepared or issued its audit report.

☑

If securities are

registered pursuant

to Section

12(b) of the

Act, indicate

by check mark

whether the

financial statements

of the registrant

in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate

by

a

check

mark

whether

any

of

those

error

corrections

are

restatements

that

a

recovery

of

incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

☐

No

☑

The aggregate market value, as

reported by The NASDAQ Global Select

Market, of the registrant’s

Common Stock, $0.01 par value,

held by

non-affiliates at December 2, 2023,

which was the

date of the last

business day of the

registrant’s most recently completed second fiscal

quarter,

was $

2,076,631,567

.

As of

July 23,

2024,

44,238,766

the registrant’s

Common Stock,

$0.01 par value,

and

4,800,000

the registrant’s

Class A

Common Stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED

BY REFERENCE

The information called

for by Part

III of this Form

10-K is incorporated

herein by reference

from the registrant’s

Definitive Proxy Statement

for its 2024

annual meeting of

stockholders which will be

filed pursuant to

Regulation 14A not later

than 120 days

after the end

of the fiscal

year covered by this report.

TABLE OF CONTENTS

Item

Page

Number

Part I

FORWARD -LOOKING STATEMENTS

1A.

1B.

1C.

Part II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

7A.

9A.

9B.

9C.

Part III