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Executive Change · Reg FD Disclosure

Filed Apr 1, 2026 · 3mo ago · Accession 0001562762-26-000048

Plain English

Material event — a significant development the company must disclose promptly.

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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): 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 , 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 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 is independent within the meaning of 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 be compensated for his services in 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 other document filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder except as shall be expressly set forth by specific reference in such filing or document. Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press Release issued by the Company on April 1, 2026 announcing the appointment of Dudley D. Wooley as a Class III director 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: April 1, 2026 By: /s/ Max P. Bowman Max P. Bowman Director, Vice President, and Chief Financial Officer
Filing details
Ticker
CALM
CIK
16160
Form type
8-K
Filing date
Apr 1, 2026
Report date
Mar 31, 2026
Document
8k20260331.htm
Size
219 KB