Cal-Maine Foods Ends Dual-Class Share Structure, No Longer a Controlled Company

Cal-Maine Foods, Inc. (NASDAQ: CALM) has completed the conversion of all its Class A shares into common stock, effectively eliminating its dual-class equity structure. The 4.8 million Class A shares, which carried ten votes per share, were converted on a one-for-one basis into common stock carrying one vote per share, reducing the company’s authorized capital accordingly.

This strategic move, executed under a prior agreement with DLNL, LLC and its members, marks the end of Cal-Maine’s “controlled company” status under Nasdaq rules. The change does not impact shareholder economic rights, as both share classes were previously entitled to the same dividends and liquidation preferences.

Following the conversion, the company filed a Certificate of Retirement and a Fourth Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, formally removing references to Class A shares from its charter. No shareholder vote was required for this amendment, and no new voting bloc gained control as a result.

Cal-Maine emphasized that the conversion represents a dissipation of control rather than a traditional change in control, maintaining continuity in management and operations.