M&A - BAKER ADOLPHUS B

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025032620

Filing Summary: On April 14, 2025, Cal-Maine Foods, Inc. underwent significant changes due to a class conversion that affected its corporate structure and shareholder dynamics. Adolphus B. Baker, along with members of his family, participated in the redemption of Class A Units, which subsequently converted into Common Shares, significantly altering their voting powers and ownership structure. This Amendment No. 8 to Schedule 13D reflects ongoing disclosures about these changes, including the cessation of Daughters' LLC's majority control over the Issuer and the implications thereof. The special committee authorized by the Board considered the impacts of potential portfolio diversification among the Members, who expressed interest in selling shares to manage their financial portfolios. The corporate actions taken approved by the Board include a public offering of 2,978,740 Common Shares at $90.60 per share planned for April 17, 2025, along with a simultaneous Share Repurchase for $50 million for 551,876 Common Shares. The planned restructuring and these transactions are integral to aligning the company with regulatory compliance and maintaining shareholder interests in a competitive market.