Item 4 — Purpose of Transaction
Item 4 of this Schedule 13D is hereby supplemented by adding the following: Cal-Maine Foods, Inc. ("Cal-Maine Foods" or the "Issuer") has been controlled by members of the family of the Issuer's founder, Fred R. Adams, Jr., since its founding and since it became a public company. In connection with Mr. Adams' estate planning in 2018, Mr. Adams' four daughters and Adolphus B. Baker, Chairman of the Issuer's Board of Directors (the "Board") and Mr. Adams' son-in-law (and/or their respective predecessors-in-interest) took certain actions, including forming Daughters' LLC to enable Mr. Adams' family to continue to own and retain shares of the Issuer's Class A common stock, $0.01 par value per share (the "Class A Shares"), and common stock, $0.01 par value per share (the "Common Shares") sufficient to maintain majority voting control of the Issuer after his death and to provide for the long-term, stable and consistent ownership and governance of the Issuer. Mr. Adams passed away on March 29, 2020. Daughters' LLC holds 4,800,000 Class A Shares, representing 100% of the outstanding Class A Shares. The Class A Shares have ten votes per share and are convertible on a share-for-share basis into Common Shares, which have one vote per share. Generally, the Class A Shares automatically convert to Common Shares upon transfer to persons not related to the family. The outstanding Class A Shares currently represent approximately 52.0% of the Issuer's total voting power. In addition to the Class A Shares, Daughters' LLC also holds 1,087,956 Common Shares, bringing the total voting power of the shares held by Daughters' LLC to approximately 53.2%. Furthermore, the Members beneficially own (with sole or shared voting power) a total of 592,481 Common Shares outside of Daughters' LLC, resulting in the total voting power of the shares held by the Reporting Persons of approximately 53.9%. The Members have informed the Board that they are potentially interested in diversifying their respective financial portfolios (the "Potential Portfolio Diversification"), including through the potential sale of all or a portion of the Common Shares underlying the Class A Shares held by Daughters' LLC, as most of them have become more focused on their individual estate planning efforts and philanthropic endeavors. The Potential Portfolio Diversification could result in Daughters' LLC ceasing to have majority voting control of the Issuer, which in turn would result in the Issuer ceasing to be a "controlled company" pursuant to the rules of The Nasdaq Stock Market. Before giving effect to any potential sales, if Daughters' LLC were to convert its Class A Shares into Common Shares, Daughters' LLC's total voting power would decline from 53.2% to 12.0% of the voting power of the Issuer's then-outstanding Common Shares. The Class A Conversion (as defined below) would have no impact on the Daughters' LLC's economic interest in the Issuer, which would remain at 12.0%. As noted above, Mr. Baker has an interest in the Potential Portfolio Diversification and, as a director, has an interest in certain of the potential actions by the Issuer to address the Potential Portfolio Diversification. Because Mr. Baker's interests may be different from the interests of the stockholders generally, the Board authorized a special committee, consisting solely of disinterested independent directors (the "Special Committee"), to consider what corporate actions, if any, should be taken to address the impact of the Potential Portfolio Diversification on the Issuer and its stockholders. The Special Committee, among other things, considered and determined that it was in the best interests of the Issuer and its stockholders for the Issuer to facilitate the Members' sale of their Common Shares, including the Common Shares underlying their Class A Shares, and manage the loss of controlled company status, in each case, in an orderly manner in compliance with legal requirements. On February 24 , 2025, the Special Committee unanimously recommended to the Board, and, on February 25, 2025, the Board approved, the Agreement Regarding Conversion (the "Conversion Agreement"), by and among the Issuer and the Reporting Persons, including the documents contemplated by that agreement, which include: (i) the Third Amended and Restated Certificate of Incorporation of the Issuer ("Restated Charter"), to become effective upon filing with the Delaware Secretary of State (the "Restated Charter Effective Date"), (ii) the Amended and Restated Bylaws of the Issuer ("Restated Bylaws"), to become effective on the Restated Charter Effective Date, and (iii) an amendment and restatement of the Daughters' LLC's operating agreement to permit Daughters' LLC to take the actions provided for in the Conversion Agreement (the "Daughters' LLC Amendment"). The Conversion Agreement, including the documents contemplated by that agreement, are referred to collectively as the "Transactions." At the meeting at which the