Adolphus B. Baker - Apr 17, 2025 Form 4 Insider Report for CAL-MAINE FOODS INC (CALM)

Role
Board Chair, Director
Signature
/s/Robert L. Holladay, Jr., on behalf of Adolphus B. Baker, pursuant to a power of attorney
Stock symbol
CALM
Transactions as of
Apr 17, 2025
Transactions value $
-$116,658,010
Form type
4
Date filed
4/17/2025, 05:21 PM
Previous filing
Apr 16, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CALM Common Stock Sale -$12.7M -140K -9.61% $90.60 1.32M Apr 17, 2025 Direct F1
transaction CALM Common Stock Sale -$104M -1.15M -83.27% $90.60 231K Apr 17, 2025 By wife F2, F3
holding CALM Common Stock 147K Apr 17, 2025 By KSOP F4
holding CALM Common Stock 5.82K Apr 17, 2025 By wife's KSOP F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 118,340 shares sold in the Secondary Offering and 21,926 shares repurchased by the issuer under the Stock Repurchase Agreement (see Remarks).
F2 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).
F3 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.
F4 Represents current allocation under KSOP.

Remarks:

On April 17, 2025, Mr. Baker and his wife, among other selling stockholders, sold shares of the issuer's Common Stock at a price of $90.60 per share to the underwriter pursuant to an Underwriting Agreement dated April 15, 2025, in connection with an underwritten registered public offering (the "Secondary Offering"). Also on April 17, 2025, Mr. Baker and his wife, among other selling stockholders, sold shares of the issuer's Common Stock at a price of $90.60 to the issuer pursuant to a Stock Repurchase Agreement dated as of April 15, 2025 (the "Stock Repurchase Agreement"). For more information regarding these transactions, see the Schedule 13D/A Amendment No. 9 filed by Mr. Baker, his wife, and the other selling stockholders, with the Securities and Exchange Commission on April 17, 2025.