Cal-Maine Foods, Inc. (NASDAQ: CALM) (the “Company”) has announced the pricing of an underwritten public offering (the “Offering”) of 2,978,740 shares of its common stock. The shares are being offered by the four daughters of the Company’s late founder, Fred R. Adams, Jr., namely Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs, and Laurel Adams Krodel, along with Adolphus B. Baker, who is the Company’s Board Chair and the son-in-law of Mr. Adams. Cal-Maine Foods These individuals are collectively referred to as the “Selling Stockholders.” The offering price for the shares is set at $92.75 per share. The Offering is expected to close on April 17, 2025, subject to the fulfillment of customary closing conditions.
In connection with the Offering, the Company has announced that all outstanding shares of its Class A common stock, which carry ten votes per share, were converted into shares of Cal-Maine Foods the Company’s common stock. This conversion has resulted in the Company ceasing to be classified as a “controlled company” under the rules of The Nasdaq Stock Market.
Cal-Maine Foods Prices Secondary Stock Offering by Founder’s Family and Announces Share Repurchase
Moreover, Cal-Maine Foods has agreed to purchase approximately $50 million worth of its common stock, or 551,876 shares, from the Selling Stockholders at the same price per share that will be paid by the underwriter in the Offering. This purchase, referred to as the “Share Repurchase,” is a part of the Company’s broader $500 million share repurchase program (the “Share Repurchase Program”), which was approved by the Company’s Board of Directors on February 25, 2025. While the completion of the Offering is not contingent on the Share Repurchase, the Share Repurchase is conditional on the successful closing of the Offering. Following the Share Repurchase, the Company will have $450 million remaining in its share repurchase program.
Goldman Sachs & Co. LLC is serving as the sole underwriter for this Offering. It’s important to note that Cal-Maine Foods is not selling any shares in the Offering, and as such, the Company will not receive any proceeds from the Offering.
The Company has filed a registration statement with the Securities and Exchange Commission (the “SEC”), which includes a prospectus that became effective automatically upon filing. Those interested in further information regarding the Offering can access the details through the prospectus supplement, which will be filed by the Company with the SEC. Copies of the prospectus supplement and accompanying prospectus may be obtained by contacting Goldman Sachs & Co. LLC’s Prospectus Department at 200 West Street, New York, New York 10282, by phone at (866) 471-2526, via fax at (212) 902-9316, or by email at
This public offering is being made solely through the prospectus supplement and the accompanying prospectus. This press release does not constitute an offer to sell or a solicitation to buy any securities. There will be no sale of securities in any state or jurisdiction where such an offer, solicitation, or sale would be illegal unless registered or qualified under the securities laws of the respective jurisdiction.
