calm-20260629_8K

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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):

June 29, 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

,

MS

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 8.01

Other Events

On

June

29,

2026,

Cal-Maine

Foods,

Inc.

(the

“Company”)

issued

a

press

release

announcing

that the

Company

reached

an

agreement

with the U.S. Department

of Justice (“DOJ”)

and seventeen

states’

attorneys general

to resolve alleged antitrust

claims

against the

Company, subject

to applicable

court approvals and procedures.

The agreement follows

a fifteen-month investigation

by the

DOJ that

centered

broadly on

whether

there was a

violation

of antitrust

laws through

alleged anticompetitive

conduct

by

and

among

egg producers.

The

agreement

does not

admit

wrongdoing

or violations

of law by

the

Company

and the

Company

was

not assessed

any

fines

or penalties.

Under the

terms

of the

agreement,

the Company

agreed

to implement

certain

antitrust

compliance

and reporting measures,

donate

30 million

eggs, and pay

a total of $1.5

million to such

states to resolve

the matter. A

copy

of the Company’s

press release is attached

hereto as Exhibit

99.1.

Item 9.01.

Financial

Statements

and Exhibits

(d)

Exhibits

Exhibit

Number

Description

99.1

Press Release issued by the Company on June 29, 2026

104

Cover Page

Interactive

Data File,

(embedded

within

the Inline

XBRL document)

SIGNATURES

Pursuant to

the requirements

for the Securities

Exchange

Act of 1934,

the registrant

has duly

caused

this report

to be signed

on

its behalf by the undersigned hereunto

duly authorized.

CAL-MAINE

FOODS,

INC.

Date:

June 29,

2026

By:

/s/ Max

P. Bowman

Max P. Bowman

Director, Vice

President, and

Chief Financial

Officer