SCHEDULE: Cal-Maine Foods Insiders Dissolve Reporting Group
Beneficial Ownership Update
A group of Cal-Maine Foods insiders, including Board Chair Adolphus B. Baker, have dissolved their reporting group, with no individual now holding over 5% beneficial ownership.
Summary
- This is Amendment No. 10 to the Schedule 13D filing for Cal-Maine Foods, Inc.
- The reporting group, consisting of Adolphus B. Baker, Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs, and Laurel Adams Krodel, formally ceased to be a reporting "group" as of August 4, 2025.
- No individual reporting person now beneficially owns more than 5% of Cal-Maine Foods' common stock.
- As of July 30, 2025, there were 48,497,477 common shares issued and outstanding.
- Adolphus B. Baker beneficially owns 1,466,568 common shares, representing 3.02% of the total outstanding.
- Dinnette Adams Baker beneficially owns 236,674 common shares, representing 0.49%.
- Luanne Adams beneficially owns 201,525 common shares, representing 0.42%.
- Nancy Adams Briggs beneficially owns 600,794 common shares, representing 1.24%.
- Laurel Adams Krodel beneficially owns 444,674 common shares, representing 0.92%.
- Recent transactions within the past 60 days include 106 common shares credited to Mr. Baker's KSOP account and 210 common shares credited to Ms. Baker's KSOP account.
Sentiment
Score: 5
Explanation: Neutral. This is a compliance filing detailing changes in beneficial ownership and group status, not a performance or strategic announcement. It reflects a technical change in reporting requirements rather than a positive or negative business event.
Future Outlook
NA
Industry Context
This filing is a routine compliance update regarding beneficial ownership and group formation/dissolution. It does not provide information relevant to broader industry trends or competitive dynamics within the egg production or food industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Reporting Group Dissolution | The group of reporting persons, including Adolphus B. Baker, Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs, and Laurel Adams Krodel, formally ceased to be a reporting 'group' under Section 13(d) of the Exchange Act. | 2025-08-04 | This change means that these individuals will no longer be required to file jointly as a group, and their individual beneficial ownership percentages are now below the 5% threshold for individual Schedule 13D reporting, unless their holdings increase above that threshold. Adolphus B. Baker remains Board Chair and an executive officer of the Issuer. |
Stakeholder Impact
- Shareholders: The dissolution of the reporting group and individual ownership falling below 5% may reduce the perceived influence of a concentrated insider block, potentially signaling a more dispersed ownership structure. However, the individuals remain significant shareholders.
Key Dates
| Date | Description |
|---|---|
| 2015-08-28 | Original Schedule 13D filed by Adolphus B. Baker, Jean Reed Adams, and other reporting persons. |
| 2018-06-05 | Amendment No. 1 to Schedule 13D filed. |
| 2018-07-20 | Amendment No. 2 to Schedule 13D filed. |
| 2018-08-24 | Amendment No. 3 to Schedule 13D filed. |
| 2020-08-27 | Amendment No. 4 to Schedule 13D filed. |
| 2022-10-14 | Jean Reed Adams unilaterally filed Amendment No. 5 to Schedule 13D, disclosing she was no longer part of the reporting group. |
| 2022-12-20 | Jean Reed Adams unilaterally filed Amendment No. 6 to Schedule 13D, disclosing she ceased to be a beneficial owner of more than 5%. |
| 2025-02-25 | Amendment No. 7 filed, adding DLNL, LLC and its four LLC members (Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs, Laurel Adams Krodel) as Reporting Persons. |
| 2025-04-14 | Daughters' LLC ceased to be a beneficial owner of any shares of the Issuer's Common Stock. |
| 2025-04-16 | Amendment No. 8 filed, disclosing Daughters' LLC is no longer part of the reporting group. |
| 2025-04-17 | Amendment No. 9 filed, disclosing the consummation of the Secondary Offering and Share Repurchase. |
| 2025-07-30 | Total of 48,497,477 Common Shares were issued and outstanding. |
| 2025-08-04 | Date of event requiring this filing; each reporting person ceased to be part of a reporting group. |
| 2025-08-05 | Joint Filing Agreement executed and this Amendment No. 10 signed. |
Recommendation
holdThis filing is a routine compliance update regarding changes in beneficial ownership and the dissolution of a reporting group. It does not contain information that would fundamentally alter the investment thesis for Cal-Maine Foods, nor does it provide financial performance data or strategic shifts. Therefore, a 'hold' recommendation is appropriate as there's no new information to warrant a change in existing positions based solely on this filing.
Keywords
Cal-Maine Foods, CMF, Schedule 13D, Beneficial Ownership, Insider Ownership, SEC Filing, Corporate Governance, Shareholder Group, Adolphus B. Baker
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