Adolphus B. Baker - 14 Apr 2025 Form 4 Insider Report for CAL-MAINE FOODS INC (CALM)

Footnote F1

As previously reported, prior to the transactions reported herein, DLNL, LLC held 4,800,000 shares of the issuer's Class A Common stock, representing all outstanding shares of Class A Common Stock (convertible on a one-for-one basis into Common Stock), and 1,087,956 shares of the issuer's Common Stock. DLNL, LLC's members held membership interests corresponding to their underlying interests in such shares. Adolphus Baker, the managing member of DLNL, LLC, held membership interests representing 1,309,245 shares of Class A Common Stock and no shares of Common Stock.

Footnote F2

On April 14, 2025, as contemplated by the terms of (i) the Agreement Regarding Conversion dated as of February 25, 2025 among the issuer, DLNL, LLC, a Delaware limited liability company and each member of DLNL, LLC, (ii) the Amended and Restated Limited Liability Company Operating Agreement of DLNL, LLC, dated as of February 25, 2025, and (iii) a Letter Agreement entered into by and among DLNL, LLC and the members of DLNL, LLC dated as of April 14, 2025, Mr. Baker redeemed his membership interests representing all 1,309,245 shares of Class A Common Stock, and then immediately converted those shares of Class A Common Stock into shares of Common Stock.

Footnote F3

Under the terms of the issuer's Third Amended and Restated Certificate of Incorporation, as a result of Mr. Baker's conversion, all remaining 3,490,755 shares of Class A Common Stock, all of which were owned by DLNL, LLC, automatically converted into shares of Common Stock, without any further action taken by Mr. Baker, DLNL, LLC or any other person. Accordingly, no shares of Class A Common Stock are authorized or outstanding.

Footnote F4

The Class A Common Stock was convertible into an equal number of shares of Common Stock at any time, at the holder's election, and had no expiration date. The conversions of the Class A Common Stock and issuances of Common Stock by the issuer pursuant to the conversions were approved by a Special Committee of the Board of Directors of the issuer and by the Board of Directors of the issuer. For more information regarding the conversions of the Class A Common Stock, see the Schedule 13D/A Amendment No. 8 filed by DLNL, LLC and its members with the Securities and Exchange Commission (the "SEC") on April 16, 2025.

Footnote F5

As the managing member of DLNL, LLC, Mr. Baker has included all shares of Common Stock and Class A Common Stock held by DLNL, LLC in his Section 16 filings. However, Mr. Baker disclaims beneficial ownership of all issuer securities held or once held by DLNL, LLC, except to the extent of his pecuniary interest therein, and this report should not be deemed an admission that he is the beneficial owner for purposes of Section 16 or any other purpose.

Footnote F6

Represents 4,578,711 shares of Common Stock transferred to the members of DLNL, LLC, other than Mr. Baker, upon their redemption of their membership interests in DLNL, LLC, in exchange for the shares, which consisted of the 3,490,755 shares of Common Stock received by DLNL, LLC upon conversion of the Class A Common Stock and 1,087,956 shares of Common Stock already held by DLNL, LLC. After such redemptions, DLNL, LLC no longer holds any equity interests in the issuer.

Footnote F7

Represents current allocation under KSOP.

Footnote F8

Mr. Baker disclaims beneficial ownership of all issuer securities held by his wife, directly or indirectly, and this report should not be deemed an admission that he is the beneficial owner for the purposes of Section 16 or any other purpose.

Footnote F9

Shares reported in column 5 include 1,147,360 shares of Common Stock previously reported by Mr. Baker as indirectly held through DLNL, LLC which shares were transferred to Mr. Baker's wife upon her redemption of her membership interests in DLNL, LLC and are now reported as indirectly held through her.

Footnote F10

Represents the transfer of 1,309,245 shares of Class A Common Stock to Mr. Baker upon his redemption of his related membership interests in DLNL, LLC. See footnote (2).