8k20260331

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):

March 31, 2026

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

registrant under any of the following provisions (see General Instruction A.2 below):

☐

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:

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

Act.

☐

Item 5.02.

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

Compensatory Arrangements of Certain Officers.

On March 31, 2025,

the board of

directors (the “Board”) of Cal-Maine

Foods, Inc. (the “Company”) appointed Dudley

D. Wooley

as an independent Class III director, to serve until the Company’s 2027

annual meeting of stockholders and until his successor is

duly elected and

qualified. Mr. Wooley

will join the Board

’s Compensation, Audit,

and Nominating and

Corporate Governance

Committees.

The

Board

affirmatively

determined

that

Mr.

Wooley

independent

within

the

meaning

Nasdaq’s

Listing

Standards and meets all applicable requirements to serve on each such committee,

including the requirements of Nasdaq and the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the regulations pursuant thereto.

Mr.

Wooley

will

compensated

for

his

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

March 31, 2026,

the Compensation

Committee approved

a grant of

shares of

restricted stock

awards (“RSAs”)

with a target

grant date

value of

$100,000 to Mr.

Wooley 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 12, 2029.

Item 7.01 Regulation FD Disclosure

On April 1, 2026

the Company issued a

press release announcing

the appointment of Mr. Wooley

as a Class III

director. A copy

of the Company’s press release is attached hereto

as Exhibit 99.1 to this Current Report on Form 8-K.

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 Exhibit

99.1 hereto,

which is 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 in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 hereto shall not be incorporated by reference

into any

filing or