CAL-MAINE FOODS INC

ITEM

MARKET

FOR

REGISTRANT’S

COMMON

EQUITY,

RELATED

STOCKHOLDER

MATTERS

AND

ISSUER PURCHASES OF EQUITY SECURITIES

We

have two

classes of

capital stock,

and Class

A Common

Stock. Our

trades on

the Nasdaq

Global Select Market under the symbol “CALM”. There is no public

trading market for the Class A Common Stock.

All

shares

of

Class

A

Common

Stock

are

owned

by

a

limited

company

of

which

Adolphus

Baker,

our

Chairman, is the sole managing member. For additional information, see

, “We are controlled by the

family of our late founder, Fred R. Adams, Jr.,

and Adolphus B. Baker, Chairman of our Board of Directors, controls the vote

of

100%

of

our

Class

A

Common

Stock.”

At

July 19,

2024,

there

were

record

holders

of

our

Common

Stock

and

69,898

beneficial

owners

whose

shares

were

held

by

nominees

or

broker

dealers.

For

additional information

about our

capital structure,

see

Note 11 - Equity

in Part

II. Item

8. Notes

to the

Consolidated Financial

Statements.

Dividends

Cal-Maine has a

variable dividend policy

adopted by its

Board of Directors.

Pursuant to the

policy,

Cal-Maine pays

a dividend

to shareholders of

its Common Stock and

Class A Common Stock

on a quarterly basis

for each quarter

for which the Company

reports net

income attributable

to Cal-Maine

Foods, Inc.

computed in

GAAP in

equal to

one-third

(1/3) of

such quarterly

income. Dividends

of record

as of

the 60th

day following

the last

day of

such

quarter, except for

the fourth fiscal quarter.

For the fourth quarter,

the Company will pay dividends

to shareholders of record on

the 65th day after the

quarter end. Dividends are payable

on the 15th day following

the record date. Following a

quarter for which

the

Company

does

not

report

net

income

attributable

to

Foods,

Inc.,

the

Company

will

not

pay

a

for

a

subsequent profitable quarter until the Company is profitable on a

cumulative basis computed from the date of the

last quarter for

which

a

was

paid. Under

the

Credit

Facility,

dividends

are

to

the

amount

permitted

under

the

current dividend policy,

and may not

be paid if

a default exists

or will arise

after giving effect

to the dividend

or if

the sum of

cash and cash

equivalents of

the Company and

its subsidiaries plus

availability under

the Credit Facility

equals less

than $50 million.

Stock Performance Graph

The

Company

utilized

the

(i)

Russell

Total

Return,

and

(ii)

S&P

Composite

Food

Products

Industry

Index

to

benchmark the

total shareholder

return. The

Company is a

member of

each of these

indexes and

believes the other

in

these

indexes

provide

and

services

similar

to

Foods.

The

graph

presents

total

shareholder return and assumes $100 was invested on May 31, 2019

in the stock or index and dividends were reinvested.

May 31, 2019

May 29, 2020

May 28, 2021

May 27, 2022

June 2, 2023

May 31, 2024

$

100.00

$

120.37

$

94.39

$

130.51

$

141.75

$

190.54

Russell 2000 Total Return

100.00

96.56

158.91

133.69

131.71

151.16

S&P Composite 1500 Food

Products Industry Index

100.00

110.09

136.95

146.73

154.96

141.10

Issuer Purchases of Equity Securities

There were

no purchases

of our

made by

or on

behalf of

our Company

or any

affiliated purchaser

during our

fiscal 2024 fourth quarter.

Recent Sales of Unregistered Securities

No sales of securities without registration under the Securities Act of 1933

occurred during our fiscal year ended June 1, 2024.

Securities Authorized for Issuance under Equity Compensation Plans

Equity Compensation Plan Information

(a)

(b)

(c)

Number of

securities to be

issued upon exercise

of outstanding

options, warrants

and rights

Weighted average

exercise price of

options, warrants

and rights

Number of securities

remaining available for future

issuance under equity

compensation plans (excluding

securities reflected in column

(a))

Equity compensation plans

approved by shareholders

—

$

—

277,954

Equity compensation plans not

approved by shareholders

—

—

—

Total

—

$

—

277,954

(a)

There were

no outstanding options,

warrants or

rights as of

June 1, 2024.

There were 856,119

shares of restricted

stock outstanding under our Amended and Restated 2012 Omnibus Long-Term

Incentive Plan as of June 1, 2024.

(b)

There were no outstanding options, warrants or rights as of June 1, 202

(c)

Reflects shares

available for

future issuance

as of

June 1,

2024 under

our Amended

and Restated

2012 Omnibus

Long-Term Incentive

Plan.

For

see

Note 14 – Stock Compensation Plans

in

Part

II.

Item

Notes

to

the

Statements.