calm2024x10kex191

CAL-MAINE FOODS, INC.

Exhibit 19.1

INSIDER TRADING POLICY AND RELATED MATTERS

General Applicability of Policy

This Policy applies to all transactions in the securities of Cal-Maine Foods,

Inc. and its direct and indirect subsidiaries

(collectively, the “Company”), including all classes of stock, options for

all classes of stock and any other securities the

Company may issue from time to time, such as preferred stock, restricted

stock, restricted stock units, warrants and convertible

debentures, as well as to derivative securities relating to the Company’s stock,

whether or not issued by the Company, such as

exchange-traded options (“Company’s securities”).

Except as otherwise stated below, the Policy applies to such securities

regardless of whether they are held in a brokerage account, a KSOP or similar account, through an employee

stock purchase

plan or otherwise. Transactions subject to this Policy include purchases, sales and gifts. The Policy also applies

to transactions

in the securities of other companies in certain circumstances as set forth below. The Policy applies to

all officers of the

Company, all members of the Company’s Board of Directors, and all

employees of, and consultants and contractors to, the

Company.

This group of people, and members of their immediate families, members of their households,

and their controlled

entities, are referred to in this Policy as “Insiders.”

For purposes of this Policy, “immediate family” means any family members

whose transactions in the Company’s securities are

directed by an Insider or subject to an Insider’s influence or control, and “controlled

entities” means any entity when

transactions in the Company’s securities by the entity are directed by an Insider

or subject to an Insider’s influence or control.

Insiders are responsible for transactions in the Company’s securities of immediate

family, members of their households and of

their controlled entities and therefore should make them aware of the need

to confer with the Insider before transacting in the

Company’s securities.

In addition to the requirements of this Policy for all Insiders, this Policy contains

additional requirements for the named

individuals and individuals holding certain positions who are notified

by the Company of such additional requirements as

described further below.

Statement of Policy

2.1.

Transacting on Material Nonpublic Information.

No Insider shall engage in any transaction involving a

purchase, sale or gift of the Company’s securities, including any offer to purchase

or offer to sell, during any period

commencing with the date that he or she possesses or is aware of Material Nonpublic

Information (defined below) concerning

the Company, and ending at the time the information has been publicly disclosed

for one full Trading Day, or at such time as

such nonpublic information is no longer material.

As used herein, the term “Trading Day” shall mean a day on which national

stock exchanges and the Nasdaq Stock Market (“Nasdaq”) are open for trading.

This restriction on transacting does not apply

to transactions made under a plan adopted pursuant to Securities and Exchange

Commission (“SEC”) Rule 10b5-1(c) (17 C.F.R.

§ 240.10b5-1(c)) (“Rule 10b5-1(c)”) and approved in writing by the Company (an

“approved Rule 10b5-1 plan”).

2.2.

Tipping.

No Insider shall disclose (“tip”) Material Nonpublic Information

to any other person (including

family members and other employees) nor shall such Insider make recommendations

or express opinions on the basis of

Material Nonpublic Information as to transactions in the Company’s

securities.

2.3.

Confidentiality of Nonpublic Information.

Nonpublic Information relating to the Company is the property

of the Company and the unauthorized disclosure of such information

is forbidden.

In the event any Insider receives any inquiry

from outside the Company, such as from a stock analyst, for information

(particularly financial results and/or projections) that

may involve Material Nonpublic Information, the inquiry should be referred

to the Company’s Disclosure Committee which is

responsible for coordinating and overseeing the release of such information to the public,

shareholders, analysts and others in

compliance with applicable laws and regulations.

2.4.

Applicability of Policy to Material Nonpublic Information Regarding

Other Companies.

This Policy

also applies to Material Nonpublic Information relating to other companies (a)

with which the Company does business or (b)

that are involved in a potential transaction or business relationship with the

Company, when that information is obtained in the

course of employment with, or the performance of services to or on behalf

of, the Company.

Civil and criminal penalties, and

termination of employment, may result from transacting on or “tipping”

Material Nonpublic Information regarding such other

companies.

All officers, directors, employees, consultants and contractors should treat

Material Nonpublic Information about

such other companies with the same care required with respect to information

related directly to the Company.

2.5.

Application to the Company

It is the policy of the Company that the Company will not engage in

transactions in the Company’s securities in violation of applicable securities laws.

Potential Criminal and Civil Liability and/or Disciplinary Action

3.1.

Liability for Insider Trading.

Pursuant to federal and state securities laws, Insiders may be subject to

criminal and civil fines and penalties as well as imprisonment for engaging in

transactions in the Company’s securities at a time

when they have knowledge of Material Nonpublic Information

regarding the Company and for engaging in transactions in

another company’s securities when they have knowledge of Material Nonpublic

Information regarding such other company

gained through their service to or on behalf of the Company.

3.2.

Liability for Tipping.

Insiders may also be liable for improper transactions by any person (commonly

referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information

regarding the Company or regarding

another company gained through their service to or on behalf of the

Company, or to whom they have made recommendations or

expressed opinions on the basis of such information as to transacting in the Company’s

or such other company’s securities.

Criminal and civil fines and penalties and imprisonment have been

imposed even when the disclosing person did not profit

from the transaction.

The stock exchanges and securities regulatory authorities use sophisticated

electronic surveillance

techniques to uncover insider trading.

3.3.

Possible Disciplinary Actions.

Employees of the Company who violate this Policy shall also be subject to

disciplinary action by the Company, which may include ineligibility for

future participation in the Company’s equity incentive

plans or termination of employment.

Transaction Guidelines and Requirements

4.1.

Black-Out Periods and Transaction Window.

(a)

Quarterly Black-Out Period.

The period beginning at the close of market on the last Trading Day

preceding the last week of each fiscal quarter and ending at the time the financial

results for that quarter have been publicly

disclosed for one full Trading Day is a particularly sensitive period of time for transactions

in the Company’s stock from the

perspective of compliance with applicable securities laws.

This sensitivity is due to the fact that there often exists Material

Nonpublic Information about the expected financial results for the

quarter during that period.

Accordingly, this period of time

is referred to as a “quarterly black-out” period.

All Insiders who have been notified that they are subject to the quarterly black-

out period are prohibited from transacting during such period.

These restrictions on transactions do not apply to transactions

made under an approved Rule 10b5-1 plan.

(b)

Mandatory Transaction Window.

To ensure compliance with this Policy and applicable federal and

state securities laws, the Company requires that all individuals who have been

notified that they are subject to the quarterly

black-out periods refrain from conducting transactions involving

the purchase, sale or gift of the Company’s securities other

than during the period (the “transaction window”) commencing at the time

the financial results for the preceding fiscal quarter

or year have been publicly disclosed for one full Trading Day and continuing

until the close of the market on the last Trading

Day preceding the last week of the then fiscal quarter.

This restriction on transactions does not apply to transactions made

under an approved Rule 10b5-1 plan.

(c)

Event-Specific Black-Out Period.

From time to time, the Company may also prohibit directors,

officers and potentially a larger group of employees, consultants and contractors

from transacting in securities of the Company

because of material developments known to the Company and not yet disclosed

to the public.

In such event, directors, officers

and such employees, consultants and contractors may not engage

in any transaction involving the purchase, sale or gift of the

Company’s securities and should not disclose to others the fact of such

event-specific black-out period.

This restriction does

not apply to transactions made under an approved Rule 10b5 plan.

The Company would re-open the transaction window at the

time the information has been publicly disclosed for one full Trading Day, or at such

time as the information is no longer

material.

The prohibition against transacting during a quarterly or event-specific

black-out period encompasses the fulfillment of “limit

orders” by any broker, and the brokers with whom any such limit order is placed must

be so instructed at the time it is placed.

It should be noted that even during the transaction window, any person possessing

Material Nonpublic Information concerning

the Company, whether or not subject to the quarterly black-out period and

transaction window, should not engage in any

transactions in the Company’s securities until such information has

been known publicly for one full Trading Day, whether or

not the Company has recommended a suspension of transactions to that person.

This restriction does not apply to transactions

made under an approved Rule 10b5-1 plan.

Transacting in the company’s securities during the transaction window should

not be considered a “safe harbor,” and all Insiders should use good judgment at

all times.

4.2.

Pre-Clearance of Transactions.

The Company has determined that all executive officers and directors of

the

Company and certain other key persons identified by the Company from time to

time and who have been notified that they have

been so identified must refrain from transacting in the Company’s securities, even

during the transaction window, without first

complying with the Company’s “pre-clearance” process.

Each such person should contact the Company’s Chief Financial

Officer prior to commencing any transaction in the Company’s securities.

The Chief Financial Officer will consult as necessary

with senior management and/or counsel to the Company before clearing

any proposed transaction.

Although an Insider wishing

to transact pursuant to an approved Rule 10b5-1 plan need not seek preclearance

from the Company’s Chief Financial Officer

before each transaction takes place, such an insider must obtain Company

approval of the proposed Rule 10b5-1 plan before it

is adopted.

4.3.

Individual Responsibility.

Every Insider has the individual responsibility to comply with this Policy against

insider trading.

An Insider may, from time to time, have to forego a proposed transaction in the Company’s securities

even if he

or she planned to make the transaction before learning of the Material Nonpublic Information

and even though the Insider

believes he or she may suffer an economic loss or forego anticipated profit by

waiting.

Definition of Material Nonpublic Information

Information is “material” if there is a substantial likelihood that a reasonable

investor would consider the information important

in deciding whether to purchase, sell or hold a security, or if there is a substantial likelihood

that the information would be

viewed by a reasonable investor as significantly altering the total mix of publicly

available information about the Company.

Any information that could reasonably be expected to affect the market price of a security

is likely to be considered material.

This determination is made based on the facts and circumstances of each particular

situation and is often evaluated by

enforcement personnel with the benefit of hindsight.

There are various categories of information that are particularly sensitive and,

as a general rule, should be considered material.

Examples of such information include:

●

Financial results

●

Known but unannounced future earnings or losses

●

News of a pending or proposed merger, or acquisition

●

News of the disposition or acquisition of significant assets or opening or closing of a significant

business

operation

●

Significant developments related to intellectual property

●

Significant developments involving corporate relationships

●

Changes in dividend policy

●

Stock splits

●

New equity or debt offerings

●

Significant litigation exposure due to actual or threatened litigation

●

Significant cybersecurity incidents

Either positive or negative information may be material. The above list is not exclusive and many other

types of information

may be considered material, depending on the circumstances. The probability of

whether an event will or will not occur, along

with the magnitude of the potential event, affects the determination

of whether it is material.

Nonpublic information is information that has not been previously disclosed

to the general public and is otherwise not available

to the general public. For information to be considered public, it must be widely

disseminated in a manner making it generally

available to investors, including through the issuance of a press release or a filing

with the SEC. In addition, even after a public

announcement of material information, a reasonable period of time must elapse

in order for the market to absorb and react to

the information. Generally, Insiders should not engage in any transactions

in the Company’s securities until such information

has been known publicly for at least one full Trading Day.

Insiders with questions concerning whether particular information is Material Nonpublic

Information may consult with their

supervisor or the Company’s general counsel.

Exceptions to this Policy

For purposes of this Policy, the Company considers that the exercise of stock options

or similar equity awards for cash under

any Company equity incentive plan, the use of shares delivered or withheld

from the exercise to cover the cost of the option

exercise or to cover the satisfaction of tax withholding obligations, and the purchase

of shares pursuant to any Company

employee stock purchase plan (but not the sale or gift of any shares issued upon

such exercise or purchase, not a cashless

exercise (accomplished by a sale of a portion of the shares issued upon

exercise of an option), and not any other market sale for

the purpose of generating cash to pay the exercise price or taxes) are exempt from

this Policy.

The transaction restrictions under this Policy do not apply to the grant or award

of options, restricted stock, restricted stock

units or stock application rights by the Company.

The transaction restrictions under this Policy do not apply to the vesting,

cancellation or forfeiture of stock options, restricted stock, restricted stock units

or stock appreciation rights in accordance with

the applicable plans and agreements.

However, the transaction restrictions do apply to any subsequent transactions in

such

securities and to any sale or gift of Company

securities received upon the settlement of any restricted stock unit or similar

award.

The Company may withhold shares to cover taxes due upon vesting.

The Policy does not apply to the purchase of Company stock in the Company’s

KSOP resulting from periodic contributions of

money to the plan pursuant to payroll deduction elections.

The Policy does apply to certain elections that may be made under

the KSOP, including (a) an election to increase or decrease the percentage

of periodic contributions to the KSOP based on the

payroll contribution election that will be allocated to Company stock;

(b) an election to make an intra-plan transfer of an

existing account balance into or out of Company stock; (c) an election to borrow

against a KSOP account if the loan will result

in liquidation of stock in the Company Stock Accounts; and (d) an election to prepay a KSOP loan if the prepayment will result

in the allocation of the loan proceeds to any Company Stock Accounts.

Any purchase of the Company’s securities from the Company or sales of the

Company’s securities to the Company are not

subject to this Policy.

Transactions made pursuant to and in compliance with an approved Rule 10b5-1

plan are not subject to the transaction

restrictions in this Policy.

Special Situations

7.1.

Section 16 and Rule 144 Restrictions and Reporting for Directors and Certain Officers.

Section 16 of

the Securities Exchange Act of 1934, as amended (“Section 16”), and Rule 144 under the Securities Act of 1933, as amended

(“Rule 144”) impose additional transaction restrictions and reporting obligations

on directors, certain officers and certain

principal stockholders. The Company will notify its directors and officers subject to these additional

restrictions and reporting

requirements and provide additional information regarding compliance.

Some transactions that are not subject to restrictions under this Policy may nevertheless be

subject to Section 16 and Rule 144,

so in addition to this Policy, directors and notified officers should

consult the additional information provided by the Company

before transacting in the Company’s securities.

7.2.

Short Sales.

While employees who are not executive officers and directors are not prohibited by

law from

engaging in short sales of the Company’s securities, the Company believes

it is inappropriate for employees to engage in such

transactions and therefore strongly discourages all employees from

such activity.

7.3.

Hedging Transactions

Hedging or monetization transactions can be accomplished through

a number of

possible mechanisms, including through the use of financial instruments such

as prepaid variable forwards, equity swaps,

collars and exchange funds. Such transactions may permit a director,

officer or employee to continue to own Company

securities obtained through employee benefit plans or otherwise, but without

the full risks and rewards of ownership. When that

occurs, the director, officer or employee may no longer have the same objectives

as the Company’s other stockholders.

Therefore, Insiders are prohibited from engaging in any such transactions.

7.4.

Margin Accounts and Pledging Transactions

Securities held in a margin account as collateral for a margin

loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin

call. Securities pledged as

collateral for a loan may be sold in foreclosure if the borrower defaults on the loan.

Because a margin sale or foreclosure sale

may occur at a time when the pledgor is aware of Material Nonpublic Information

or otherwise is not permitted to transact in

the Company’s securities, persons subject to this Policy are prohibited from holding

the Company’s securities in a margin

account or otherwise pledging the Company’s securities as collateral for

a loan, except (1) for those Company securities held in

a margin account or otherwise pledged as collateral for a loan as of July 23, 2024 and (2) pledges

of the Company’s securities

as collateral for a loan (not including margin debt) when the person demonstrates to

the Company the financial capacity to

repay the loan without resorting to the pledged securities, with the prior approval

of the Company.

Adoption and Amendment

This Policy was adopted by the Board of Directors of Cal-Maine Foods, Inc. effective

July 23, 2024 and supersedes previous

versions of the policy.

This Policy may be amended from time to time in the discretion of the Company.