- Cal-Maine Foods (CALM, Financial) announces secondary offering of 2,978,740 shares at $92.75 per share.
- Concurrent $50 million share repurchase by CALM as part of a $500 million repurchase program.
- Conversion of Class A shares to common stock ends "controlled company" status under Nasdaq.
Cal-Maine Foods, Inc. (CALM) has set the pricing for a secondary offering of 2,978,740 shares of its common stock at $92.75 per share. This stock sale is orchestrated by the family of the company's late founder and is anticipated to close on April 17, 2025. The offering is facilitated by Goldman Sachs & Co., serving as the sole underwriter.
Alongside this offering, Cal-Maine Foods will execute a share repurchase of 551,876 shares, valued at approximately $50 million, from the selling stockholders at the same price. This transaction is a part of the recently approved $500 million share repurchase program, announced on February 25, 2025, leaving a balance of $450 million for future repurchases.
A pivotal change accompanying the offering is the conversion of all outstanding Class A common stock into regular common stock. This conversion removes Cal-Maine Foods from the "controlled company" category under Nasdaq regulations, expected to enhance shareholder democracy and improve corporate governance.
This strategic repurchase and structural shift signal Cal-Maine Foods’ confidence in its financial stability and future prospects. The actions provide liquidity for the founding family's estate planning needs without negatively impacting the company’s outlook. The repurchase partially mitigates the dilution effects from the secondary offering, aligning with the company's commitment to enhancing shareholder value.
