Cal-Maine Foods 11K Annual report of employee stock purchases

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

20549

FORM 11-K

(mark one)

☑

Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the annual period ended December 31, 2021

☐

Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________

Commission File Number:

001-38695

Full title of the plan and the address of the plan, if different from that of the issuer named below:

CAL-MAINE FOODS, INC. KSOP

Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

CAL-MAINE FOODS, INC.

1052 HIGHLAND COLONY PKWY,

SUITE 200

RIDGELAND, MS 39157

CAL-MAINE FOODS, INC. KSOP

TABLE OF CONTENTS

Page

REPORT OF THE INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

FINANCIAL STATEMENTS:

Statement of Net Assets Available

for Benefits

Statement of Changes in Net Assets Available

for Benefits

Notes to the Financial Statements

SUPPLEMENTAL SCHEDULE:

Form 5500, Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

SIGNATURE

Report of Independent Registered Public Accounting Firm

To Participants and the Audit Committee of

the

Cal-Maine Foods, Inc. KSOP

Jackson, Mississippi

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Cal-Maine

Foods, Inc.

KSOP

(the

“Plan”)

December

31,

2021

and

2020,

the

statement

changes

net

assets

available

for

benefits for the

years then ended,

and the related notes

(collectively,

referred to as the

“financial statements”).

In our

opinion, the financial statements present

fairly, in

all material respects, the net

assets available for benefits of

the Plan

as of

December 31,

2021 and

2020, and

the changes

in net

assets available

for benefits

for the

years then

ended, in

conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management.

Our responsibility is to express an

opinion on

the Plan’s

financial statements

based on

our audits.

are a

public accounting

firm registered

with the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect to

the Plan

in accordance

with the

U.S. federal

securities laws

and the

applicable rules

and regulations

of the

Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement, whether due to

error or fraud.

The Plan is

not required to have,

nor were we

engaged to perform, an

audit

of its

internal control

over financial

reporting.

As part

of our

audits, we

are required

to obtain

an understanding

internal control over financial reporting but not for

purposes of expressing an opinion on the

effectiveness of the Plan’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included examining,

on a test

basis, evidence

regarding the

amounts and

disclosures in

the financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

the

Plan’s

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying schedule

of assets (held at end

of year) as of December

31,

2021 has been subjected to audit procedures performed in conjunction with the audit of

the Plan’s financial statements.

The

supplemental

information

presented

for

the

purpose

additional

analysis

and

not

required

part

the

financial

statements

but

included

supplemental

information

required

the

Department

Labor’s

Rules

and

Regulations

for

Reporting

and

Disclosure

under

the

Employee

Retirement

Income

Security

Act

1974.

The

supplemental information is

the responsibility of

the Plan’s

management.

Our audit procedures

included determining

whether

the

supplemental

information

reconciles

the

financial

statements

the

underlying

accounting

and

other

records, as applicable,

and performing procedures

to test the

completeness and accuracy

of the information

presented

the

supplemental

information.

forming

our

opinion

the

supplemental

information

the

accompanying

schedule, we

evaluated whether

the supplemental

information, including its

form and

content, is

presented in

conformity

with the Department

of Labor’s

Rules and Regulations

for Reporting

and Disclosure under

the Employee

Retirement

Income Security

Act of

1974.

In our

opinion,

the supplemental

information

in the

accompanying

schedule is

fairly

stated, in all material respects, in relation to the financial statements as a whole.

/s/ Frost, PLLC

We have served as the Plan’s

auditor since 2007.

Little Rock, Arkansas

June 27, 2022

CAL-MAINE FOODS, INC. KSOP

Statement of Net Assets Available

for Benefits

December 31, 2021 and 2020

2021

2020

Assets

Investments, at fair value

148,162,481

142,480,157

Notes receivable from participants

2,803,857

2,949,841

Net assets available for benefits

150,966,338

145,429,998

See accompanying notes to the financial statements

CAL-MAINE FOODS, INC. KSOP

Statement of Changes in Net Assets Available

for Benefits

For the Years

Ended December 31, 2021 and 2020

2021

2020

Additions

Investment income

Interest and dividend income

Interest

178

16,917

Dividends

3,790,792

1,847,606

Total interest and dividend income

3,790,970

1,864,523

Net change in fair value of investments

5,303,855

(5,053,377)

Total investment income (loss)

9,094,825

(3,188,854)

Interest income on notes receivable from participants

135,397

158,806

Contributions

Employer contributions

3,839,875

3,696,021

Participant contributions

5,134,489

4,430,654

Rollover

514,287

166,369

Total contributions

9,488,651

8,293,044

Total additions

18,718,873

5,262,996

Deductions

Benefits paid to participants

14,175,804

6,885,687

Administrative expenses

176,043

148,749

Total deductions

14,351,847

7,034,436

Net increase (decrease) in net assets available for benefits

4,367,026

(1,771,440)

Transfer of Plan assets from the Red River Valley

Egg Farm, LLC 401(k) Plan

1,169,314

—

Net assets available for benefits - beginning of year

145,429,998

147,201,438

Net assets available for benefits - end of year

150,966,338

145,429,998

See accompanying notes to the final statements

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

Note 1 – Summary of Significant Plan Provisions

The

following

description

the

Cal-Maine

Foods,

Inc.

KSOP

(the

“Plan”)

provides

only

general

information.

Participants should refer to the Plan documents for a more complete description of the Plan’s

provisions.

General

The Plan

covers substantially

all employees

of Cal-Maine

Foods, Inc.

and its

subsidiaries (collectively, the

“Company”).

It is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Effective September 27, 2021, the Red River Valley

Egg Farm, LLC 401(k) Plan was merged into the Plan.

Eligibility

Each

employee,

except

leased

employees,

collective

bargaining

employees,

contract

employees,

and

employees

independent contractors shall

become eligible to participate

in the Plan

on the entry date

next following or coinciding

with the employee attaining 21 years of age and one year of service during which the employee accrues 1,000

hours or

service.

Entry

dates

are

January 1,

April 1,

July 1

and

October 1.

The

Plan

includes

auto-enrollment

provision whereby

all newly

eligible employees

are automatically

enrolled in the

Plan unless they

affirmatively elect

not to

participate in

the Plan.

Automatically enrolled

participants have

their deferral

rate set

at 3

percent of

eligible

compensation and their contributions invested in a designated balanced fund until changed by the participant.

Contributions

Participants may

contribute a

portion of

pretax annual

compensation, as

defined by

the Plan

Document.

Participants

who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions.

Participants may

contribute

amounts

representing

distributions

from

other

qualified

defined

benefit

defined

contribution

plans

(rollovers).

The Company made

safe harbor nonelective

contributions equal

to 3% of

compensation during the

years

ended December 31, 2021

and 2020.

These contributions are

initially invested in

Cal-Maine Foods, Inc.

common stock.

The

Company

can

also

make

additional

discretionary

nonelective

contributions.

The

Company

did

not

make

additional contribution

for the

years ended

December 31, 2021

or 2020.

Contributions are

subject to

certain Internal

Revenue Service (“IRS”) limitations.

Participant accounts

Each

participant’s

account

credited

with

participant

and

Company

contributions

and

allocation

Plan

earnings/losses, and is charged with applicable withdrawals and administrative expenses.

Allocations are based on the

participant’s compensation, contributions or account balances, as defined.

The benefit to which a

participant is entitled

is the benefit that can be provided from the participant’s vested account.

A participant, alternate payee of

a participant, or beneficiary of

a deceased participant has the immediate

right to elect

to diversify

any publicly

traded employer

securities held

in their

Company stock

account attributable

to participating

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

Company contributions and

any publicly traded securities

held in their safe

harbor nonelective contribution

Company

stock account and reinvest the proceeds in any other investments available under the Plan.

Vesting

Participants are vested immediately in

their contributions and Company

safe harbor contributions plus

actual earnings

thereon.

Investment options

Participants may direct

the investment of

their interest in

the Plan into

the investment options

offered under

the Plan.

Participants may change their investment selections at any time.

Notes receivable from participants

Participants may borrow

from their accounts a

minimum of $1,000 up

to a maximum of

the lesser of $50,000

or 50%

of the

vested interest

in their

account balance.

Note terms

range from

one to

five years

or up

to 15

years if

for the

purchase of a primary residence.

The notes are secured by the balance

in the participant’s

account and bear interest at

a rate

determined by

the Plan

Administrative Committee

equivalent to

that charged

by major

financial institutions

the community.

Principal and interest is paid ratably through weekly or biweekly payroll deductions.

Payment of benefits

Benefits

are

generally

payable

termination,

retirement,

death

disability.

the

participant’s

vested

balance

$1,000 or less,

it will be automatically

distributed. In-service withdrawals

are allowed from

all participant accounts

the participant

has attained

age 59½,

at any

time from

a participant’s rollover account,

or once

a year

from a

participant’s

non-safe harbor

Company stock account

and non-elective deferral

Company Stock Account

for participants with

five

or more years of participation.

Distributions from a participant’s Company stock account are made either in cash or Company

stock, as elected by the

participant.

Non-company stock accounts are distributed in lump sum or installments.

Voting

rights of stock

Each participant

shall have

the

right

to direct

the

committee

trustee as

the

manner in

which

whole

and

partial

shares of the

Company’s stock

allocated to their

accounts as of

the record date

are to be

voted in each

matter brought

before an annual or special shareholders’ meeting.

Termination

of the Plan

Although

has

not

expressed

any

intent

so,

the

Company

has

the

right

under

the

Plan

discontinue

its

contributions at any time and to terminate the Plan subject to the provisions of ERISA.

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

Note 2 – Summary of Significant Accounting Policies

Basis of accounting

The

accompanying

financial

statements

are

prepared

under

the

accrual

method

accounting

accordance

with

accounting principles generally accepted in the United States of America.

Use of Estimates

The preparation of

financial statements in

conformity with accounting

principles generally accepted

in the United

States

of America requires management to make estimates and assumptions that affect certain reported amounts of assets and

liabilities and changes therein,

and disclosure of contingent

assets and liabilities.

Accordingly, actual results may differ

from those estimates.

Investment valuation and income recognition

Investments are reported at fair value.

See Note 3 for a discussion of fair value measurements.

Purchases and sales of

securities are recorded on

a trade-date basis.

Interest is recorded on

the accrual basis.

Dividends

are recorded

the ex-dividend

date.

Net change

fair value

includes the

Plan’s

gains

and

losses on

investments

bought and sold, as well as held during the year.

Notes receivable from participants

are measured at their

unpaid principal balance plus

any accrued, but unpaid,

interest.

Delinquent notes receivable

from participants are

recorded as a

distribution based

upon the

terms of

the Plan

documents.

Payment of benefits

Benefits are recorded when paid.

Administrative expenses

Certain administrative and recordkeeping

fees are paid by the

Plan, unless otherwise paid by

the Company.

Expenses

that are

paid by

the Company

are excluded

from these

financial statements.

Fees related

to distributions

are charged

directly to the participants' accounts.

Note 3 – Fair Value

Measurements

The Plan is required to

categorize both financial and nonfinancial

assets and liabilities based

on the following fair value

hierarchy.

The fair

value

of an

asset is

the price

at which

the asset

could

be sold

in an

orderly transaction

between

unrelated, knowledgeable, and willing parties able to engage in the transaction. A liability’s

fair value is defined as the

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

amount that would be

paid to transfer the

liability to a new

obligor in a transaction

between such parties, not

the amount

that would be paid to settle the liability with the creditor.

•

Level 1

- Quoted prices in active markets for identical assets or liabilities

•

Level 2

- Inputs

other than quoted

prices included in

Level 1 that

are observable

for the asset

or liability,

either directly or indirectly, including:

◦

Quoted prices for similar assets or liabilities in active markets

◦

Quoted prices for identical or similar assets in non-active markets

◦

Inputs other than quoted prices that are observable for the asset or liability

◦

Inputs derived principally from or corroborated by other observable market data

•

Level 3

- Unobservable inputs for the asset or liability that are supported by little or no market activity and

that are significant to the fair value of the assets or liabilities

The asset or liability’s

fair value measurement level

within the fair value hierarchy

is based on the lowest

level of

any input that is significant to the fair value measurement.

Valuation

techniques used need to maximize the use of

observable inputs and minimize the use of unobservable inputs.

The following is

a description of

the valuation methodologies

used for assets

measured at fair

value.

There have

been no changes in the methodologies used at December 31, 2021 or 2020:

Interest-bearing cash

This investment is valued at historical cost, which approximates fair value.

Common stock and mutual funds

These investments are valued based

on quoted market prices at

the end

of the Plan year.

Common collective

trust funds

These investments

are valued

based on

the net

asset value

(“NAV”)

units held by the

Plan at year end,

as calculated by the issuer, as

a practical expedient to estimate

fair value.

NAV

is calculated based on the fair value of the underlying assets owned by the fund, minus its liabilities,

divided by the number of units outstanding.

The preceding methods described may produce a fair

value calculation that may not be indicative

of net realizable

value

reflective

future

fair

values.

Furthermore,

although

the

Plan

believes

its

valuation

methods

are

appropriate

and

consistent

with

other

market

participants,

the

use

different

methodologies

assumptions

determine the

fair value

of certain

financial instruments

could result

in a

different fair

value measurement

at the

reporting date.

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

The following table sets forth the Plan’s assets at fair value.

December 31, 2021

Level 1

Level 2

Level 3

Total

Assets

Cal-Maine Foods, Inc. common stock

74,110,725

—

74,110,725

Mutual funds

72,637,916

—

72,637,916

Total assets measured at fair value

146,748,641

—

146,748,641

Investments measured at net asset value*

1,413,840

Investment at fair value

148,162,481

December 31, 2020

Level 1

Level 2

Level 3

Total

Assets

Cal-Maine Foods, Inc. common stock

76,727,758

—

76,727,758

Interest-bearing cash

5,548,940

—

5,548,940

Mutual funds

59,012,550

—

59,012,550

Total assets measured at fair value

141,289,248

—

141,289,248

Investments measured at net asset value*

1,190,909

Investment at fair value

142,480,157

The investment

measured at

fair value

using the

net asset

value per

share (or

its equivalent)

practical expedient

has not

been classified

in the

fair value

hierarchy. The fair value

amount included above is intended to permit reconciliation

of the fair value hierarchy to the amounts

presented in the statements of

net assets available for benefits.

The following

table summarizes

investments for

which fair

value is

measured using

the NAV per share as

a practical

expedient.

Unfunded

Redemption

Fair Value

Commitments

Frequency

Notice Period

December 31, 2021

Common collective trust fund

1,413,840

N/A

Daily

None

December 31, 2020

Common collective trust fund

1,190,909

N/A

Daily

None

Note 4 – Risks and Uncertainties

There is

a high

concentration of

the Company's

stock owned

by the

Plan.

As of

December 31,

2021 and

2020,

approximately 49% and 53% of the Plan's assets were invested in the Company's common stock, respectively.

CAL-MAINE FOODS, INC. KSOP

Notes to Financial Statements

December 31, 2021 and 2020

The Plan invests in various investment securities that are exposed

to various risks such as interest rate, market and

credit risks.

Due to the level of risk

associated with certain investment securities, it

is at least reasonably possible

that changes in

the values of

investment securities will

occur in the

near term

and that such

changes could materially

affect the participants' account balances and the amounts reported in the financial statements.

Note 5 – Tax

Status

The IRS

has determined

and informed the

Company by

a letter

dated January

14, 2015

that the

amended and

restated

Plan document is designed in accordance with applicable

sections of the IRC.

Therefore, no provision for income

taxes has been included in the Plan’s financial statements.

Accounting principles generally accepted in the United States of

America require Plan management to evaluate tax

positions taken by

the Plan and

recognize a tax

liability (or asset)

if the Plan

has taken an

uncertain position that,

more likely than

not, would not

be sustained upon

examination by the

IRS.

The Plan administrator

has analyzed

the tax

positions taken

by the

Plan, and

has concluded

that, as

of December 31,

2021, there

are no

uncertain positions

taken or

expected to

be taken

that would

require recognition

of a

liability (or

asset) or

disclosure in

the financial

statements.

The Plan is subject to routine audits by

taxing jurisdictions; however, there

are currently no audits for

any tax periods in progress.

Note 6 – Parties-in-Interest Transactions

As of

December 31,

2020 the

Plan was

invested in

an interest-bearing

cash account

in the

amount of

$5,548,940

with the previous trustee and third party administrator, SunTrust Bank (now Truist) (“Truist”). As trustee and third

party

administrator

the

Plan,

Truist

definition

party-in-interest

and

all

investments

and

investment

transactions with Truist were with a party-in-interest.

The

Plan

invests in

the

Company.

The

Company is

the

Plan

sponsor

and

is, therefore,

by definition

party-in-interest.

All

investments

and

investment

transactions

company

stock

were

with

party-in-

interest. As

of December

31, 2021

and 2020

the fair value

of the

investment in Company

stock was $74,110,725

and

$76,727,758,

respectively.

Total

dividend

income

received

during

the

year

ended

December

31,

2021

was

$69,318.

The Plan

also holds

notes receivable

from participants.

As a

result, these

notes receivable and

all related

transactions

were with a party-in-interest.

All of these transactions are exempt from being prohibited transactions under ERISA.

CAL-MAINE FOODS, INC. KSOP

PLAN NUMBER 001

EMPLOYER IDENTIFICATION

NUMBER 64-0500378

Form 5500, Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

Description of investment including

Identity of issue, borrower,

maturity date, rate of interest,

Current

(a)

(b)

lessor or similar party

(c)

collateral, par or maturity value

(e) value

Common collective trust funds

Federated Investors

Capital Preservation Fund R6P

1,413,840

Mutual funds

Allspring

Special Mid Cap Value

2,607,808

BlackRock

Inflation Prted Bd BlackRock K

2,063,596

BlackRock

Liquidity Fedfund Instl

4,190,446

BlackRock

Mid-Cap Growth Equity K

527,317

Invesco

Growth and Income R6

4,659,996

MFS Family of Funds

Massachusetts Investors Gr Stk R6

3,558,629

MFS Family of Funds

Total Return Bond R6

4,219,973

MFS Family of Funds

Total Return R6

3,229,078

T. Rowe Price

Retirement I 2010 Fund I Class

529,186

T. Rowe Price

Retirement I 2020 Fund I Class

4,746,637

T. Rowe Price

Retirement I 2030 Fund I Class

8,909,880

T. Rowe Price

Retirement I 2040 Fund I Class

6,948,385

T. Rowe Price

Retirement I 2050 Fund I Class

5,090,000

T. Rowe Price

Retirement I 2060 Fund I Class

679,503

Vanguard

500 Index Fund - Admiral

11,516,806

Vanguard

Developed Markets Index Admiral

3,269,747

Vanguard

Explorer Adm

3,481,746

Vanguard

Mid Cap Index Adm

1,135,857

Vanguard

Small Cap Index Fund - Admiral

1,273,326

Total mutual funds

72,637,916

* Party-in-interest

Column (d) not applicable for participant directed investments.

See Report of the Independent Registered Public Accounting Firm

CAL-MAINE FOODS, INC. KSOP

PLAN NUMBER 001

EMPLOYER IDENTIFICATION

NUMBER 64-0500378

Form 5500, Schedule H, Line 4i

Schedule of Assets (Held at End of Year)

Description of investment including

Identity of issue, borrower,

maturity date, rate of interest,

Current

(a)

(b)

lessor or similar party

(c)

collateral, par or maturity value

(e) value

Common stock

Cal-Maine Foods, Inc.

2,003,534 shares of common stock,

$.01 par value

74,110,725

Participant loans

Interest rates from 4.25% to 6.5% with

maturity dates from January 2022

through January 2035

2,803,857

Total

150,966,338

* Party-in-interest

Column (d) not applicable for participant directed investments.

See Report of the Independent Registered Public Accounting Firm

SIGNATURE

Pursuant to the requirements of the

Securities Exchange Act of 1934,

the trustees (or other persons

who administer

the

employee

benefit

plan)

have

duly

caused

this

annual

report

signed

its

behalf

the

undersigned

hereunto duly authorized.

CAL-MAINE FOODS, INC. KSOP

Date:

June 27, 2022

/s/ Jim Golden

Jim Golden

Director of Human Resources

EXHIBIT INDEX

Exhibit

Number

Description

23.1

Consent of Independent Registered Public Accounting Firm

Cal-Maine Foods (CALM) 11-KAnnual report of employee stock purchases