Form 8-K

8-K — CAL-MAINE FOODS INC

Accession: 0001562762-26-000076

Filed: 2026-06-30

Period: 2026-06-29

CIK: 0000016160

SIC: 0200 (AGRICULTURE PRODUCTION - LIVESTOCK & ANIMAL SPECIALTIES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — calm-20260629_8K.htm (Primary)

EX-99.1 (exhibit991.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: calm-20260629_8K.htm · Sequence: 1

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0000016160

☐

0000016160

2026-06-29

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

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 8.01

Other Events

June

29,

2026,

Cal-Maine

Foods,

Inc.

(the

“Company”)

issued

press

release

announcing

that the

Company

reached

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

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

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

EX-99.1

Filename: exhibit991.htm · Sequence: 5

exhibit991

Exhibit

99.1

Press Release

Cal-Maine Foods Reaches Resolution with U.S. Department of Justice and 17 States’ Attorneys

General

RIDGELAND,

Miss., June

29, 2026 — Cal-Maine Foods, Inc. (“Cal-Maine” or “the Company”) (Nasdaq:

CALM) today announced that it has reached an agreement to resolve the claims of the U.S. Department of

Justice (DOJ) and 17 states' attorneys general against the Company, subject to applicable approvals and

court procedures. The agreement follows a 15-month-long investigation by the DOJ that centered broadly

on whether egg producers that had organized a cooperative to supply eggs to customers in compliance

with cage-free

requirements

in certain

markets were attempting

to manipulate

an industry

price index

sharing information

about bidding activities.

Cal-Maine was a member

of the cooperative,

but exited

May 2024, prior to

and unrelated

to the initiation

of the DOJ’s investigation.

Cal-Maine cooperated fully in the comprehensive review process. The Company denies all wrongdoing

and violations

of law and continues

to believe

that such claims

are baseless

and that its

conduct was

lawful, appropriate

and in the best

interest

of supplying eggs

to the marketplace.

Cal-Maine further

maintains

that the

Company’s communications

cited in the

complaint—which

were made primarily

by a

single former

employee—did not

impact

egg prices in any market.

Nevertheless,

Cal-Maine has entered

into this

agreement

to maintain

its focus

on serving customers,

supporting its

stakeholders,

and investing

in its future growth.

Under the terms of the agreement, Cal-Maine was not assessed any fines or penalties and has agreed to

implement

certain

compliance

and reporting

measures. With

respect

to claims

by the states’

attorneys

general, Cal-Maine

agreed to donate 30 million

eggs, supplementing

its contributions

to food banks and

non-profits

across the

country as part

of the Company’s

long-standing

commitment

to communities

need. In addition,

Cal-Maine agreed

to pay a total

of $1.5 million

to such states

to resolve

this matter.

“We are pleased

that this

agreement enables

us to move

forward so we can devote our full

attention

what matters

most:

delivering

affordable, high-quality

eggs and egg-based

prepared foods to

consumers

nationwide, while

helping ensure a

reliable

domestic supply

of a nutritious,

everyday staple

that families

depend on,” said Sherman Miller, president and chief executive officer of Cal-Maine Foods.

“As farmers,

we face extreme

variability

across supply

and demand in dynamic

and often unpredictable

markets,

and the ability

to navigate

that delicate

balance is what makes

farmers

so valuable

to U.S. food

security. The period reviewed by the DOJ was a particularly challenging time. Temporary supply shocks,

including in connection with multiple outbreaks of avian influenza, the COVID-19 pandemic, weather and

other market

dynamics

– compounded by high inflation

at the time

– caused egg prices

to surge

periodically

over the past

five years.

Exhibit

99.1

Miller

continued, “In

order to help customers

avoid empty

shelves, Cal-Maine

took numerous

steps to

protect and

grow its hen flock

during this

period, including

investing

more than $88 million

in industry-

leading biosecurity since 2015 and significantly increasing the number of total chicks hatched. As bird-

health issues resolved and supply recovered, the market has flipped: today, egg supply is higher and

wholesale egg prices are now at record lows. We will continue to manage highs and lows to proudly help

our customers keep shelves stocked to feed Americans.

Miller concluded, “Our values drive everything we do at Cal-Maine, and being a good partner to our

valued customers is core to how we do business. That’s why we regularly review and strengthen the way

we work across operations, governance, compliance, and safety. We have robust compliance policies and

training

in place and hold

ourselves to

the highest standards.”

About Cal-Maine Foods

Cal-Maine Foods, Inc. (Nasdaq: CALM) is the largest egg company in the United States and a leading

player in the

egg-based food industry.

With

a strong national

footprint,

Cal-Maine

provides nutritious,

affordable, and sustainable protein to millions of households every day.

The Company’s portfolio spans the full egg value ladder—from conventional to specialty, including cage-

free, organic, brown, free-range, pasture-raised, and nutritionally enhanced—serving both retail and

foodservice customers nationwide. Cal-Maine Foods also participates in the growing prepared foods

sector, with offerings such as pre-cooked egg patties, omelets, folded and scrambled egg formats, hard-

cooked eggs, pancakes, waffles, and specialty wraps. Its branded portfolio includes Eggland’s Best®,

Land O’Lakes®, Farmhouse Eggs®, 4Grain®, Sunups®, Sunny Meadow®, MeadowCreek Foods®,

Van’s®, and Crepini®.

Headquartered in

Ridgeland, Mississippi,

Cal-Maine’s

strategy combines

scale, operational

excellence,

and financial

discipline

with a commitment

to innovation

and sustainability,

to enable the

company to

deliver trusted

nutrition,

enduring partnerships,

and long-term

value for its

stakeholders.

Forward-Looking Statements

Statements

contained in

this press

release that

are not historical

facts are

forward-looking

statements

that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking

statements

are based on management’s

current intent,

belief, expectations,

estimates,

and projections

regarding the Company’s agreement with the DOJ. These statements are not guarantees of future

performance

and involve risks,

uncertainties,

assumptions,

and other factors

that are difficult

to predict

and may be beyond our control.

The factors

that could cause

actual results

to differ

materially

from

those

projected

in the forward-looking

statements

include, among

others, the Company’s

ability

to obtain

court

approval of the its agreement with the DOJ as well as]

the risk factors set forth in the Company’s SEC

filings (including its Annual Report on Form 10-K, as updated in Part II Item 1A of the Company’s

Quarterly Reports on Form 10-Q and in its Current Reports on Form 8-K). The Company’s SEC

filings

may be obtained from the SEC or the Company’s website, www.calmainefoods.com. Readers are

cautioned not to place undue reliance on forward-looking statements because, while the company believes

the assumptions on which the forward-looking statements are based are reasonable, there can be no

assurance that these forward-looking statements will prove to be accurate. Further, forward-looking

statements

included herein

are made only as

of the respective

dates thereof,

or if no date is

stated,

as of the

date hereof. Except as otherwise required by law, the Company disclaims any intent or obligation to

update publicly these forward-looking statements, whether because of new information, future events, or

otherwise.

Exhibit

99.1

Contacts

Investors:

ir@cmfoods.com

Media: media@cmfoods.com

Telephone: (601) 948-6813

###

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Document and Entity Information

Jun. 29, 2026

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