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AI brief of an SEC Form 8-K · Cal-Maine Foods (CALM)

Cal-Maine Foods family holder agreement may end controlled company status

Neutral Impact 4 of 5 shareholder Written later

Cal-Maine Foods and Daughters' LLC, a holding company for family members of founder Fred R. Adams, Jr., signed an agreement on February 25, 2025, that allows possible sales of Common Shares and a conversion of Class A Shares that would reduce the family's voting power. If the conversion occurs, the company would no longer be a controlled company under Nasdaq rules, and the company said there is no assurance the conversion will happen. The filing also adopts a Third Amended and Restated Certificate of Incorporation and a 2018 stock agreement terminated on the same date.

Key points

  • Daughters' LLC holds 4,800,000 Class A Shares and 1,087,956 Common Shares, about 53.2% of total voting power before any conversion.
  • If all Class A Shares convert, Daughters' LLC's voting power would fall to 12.0% while its economic interest stays at 12.0%.
  • The Restated Charter, effective on or after the 20th calendar day following distribution of the definitive Information Statement, authorizes up to 10,000,000 shares of undesignated preferred stock.
  • Registration rights for the Members end on the earlier of the 12-month anniversary of the Class A Conversion Date or December 31, 2026.

The filing

CompanyCal-Maine Foods (CALM)
Form8-K, current report
Filed with the SECFeb 25, 2025, 5:10 PM ET
Accession number0001562762-25-000030

Items reported: 1.01 Material Definitive Agreement1.02 Termination of Material Agreement5.01 Change in Control5.03 Bylaw / Charter Amendment5.07 Shareholder Vote Results7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 1:49 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on February 25, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.