Latham Advises on Cal-Maine Foods’ ~US$276.28 Million Secondary Offering of Common Stock and Concurrent Share Repurchase

Cal-Maine Foods, Inc. (NASDAQ: CALM), a company engaged in the production, packaging, marketing, and distribution of fresh shell eggs, has announced the pricing of an underwritten public offering of 2,978,740 shares of its common stock by the four daughters of the Company’s late founder, Fred R. Adams, Jr., Dinnette Adams Baker, Luanne Adams, Nancy Adams Briggs, and Laurel Adams Krodel, and Adolphus B. Baker, Board Chair, at a public offering price of US$92.75 per share. Subject to the satisfaction of customary conditions, the offering is expected to close on April 17, 2025. In anticipation of the offering, all outstanding shares of the Company’s Class A common stock (with ten votes per share) were converted into shares of the Company’s common stock, as a result of which the Company has ceased to be a “controlled company” pursuant to the rules of The Nasdaq Stock Market. In addition, the Company has agreed to purchase from the Selling Stockholders approximately US$50 million of its common stock, or 551,876 shares, at a price per share equal to the per share purchase price to be paid by the underwriter in the offering (the Share Repurchase). The Share Repurchase is being made pursuant to the Company’s US$500 million share repurchase program, which was approved by the Company’s Board of Directors on February 25, 2025. After the completion of the Share Repurchase, there will be US$450 million remaining under the Share Repurchase Program.

Latham & Watkins LLP represented the underwriter in the offering with a capital markets team led by partners Ian Schuman, Stelios Saffos, and Scott Westhoff, with associates Sofia Sitterson and Sheen Moaleman. Advice was also provided on tax matters by partner Jared Grimley; on compliance matters by partners Meredith Monroe and Anna Rathbun, with associate Lucas Novaes; on environment, land, and resources matters by counsel David Langer, with associate Brittany Curcuru; on healthcare and life sciences matters by counsel Chad Jennings, with associate Trevor Thompson; and on real estate matters by counsel Shira Bressler.