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Cal-Maine inks $250M unsecured credit line

Cal-Maine Foods, Inc. (CALM) entered into a Second Amended and Restated Credit Agreement on August 31, 2026, establishing a senior unsecured revolving credit facility of up to $250 million with BMO Bank N.A. as administrative agent and a syndicate of lenders.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cal-Maine Foods, Inc. (CALM) entered into a Second Amended and Restated Credit Agreement on August 31, 2026, establishing a senior unsecured revolving credit facility of up to $250 million with BMO Bank N.A. as administrative agent and a syndicate of lenders. The facility includes a $25 million sublimit for standby letters of credit and a $25 million sublimit for swingline loans, and carries a five-year term maturing on August 31, 2031.

The agreement has an accordion feature that may increase total commitments by up to an additional $250 million, subject to lender consent. As of September 1, 2026, no amounts were drawn and $5.9 million of standby letters of credit were outstanding. Borrowings will bear interest at either the Term SOFR Rate plus an applicable margin or a base rate plus an applicable margin.

The facility carries customary negative covenants and requires Cal-Maine to maintain a maximum Total Funded Debt to Capitalization Ratio of 50% and Minimum Tangible Net Worth of $1.5 billion plus a formula tied to future net income and restricted payments. All current and future wholly owned domestic subsidiaries generally guarantee the facility. The agreement permits dividends and share repurchases so long as no default exists and the financial covenants are met on a pro forma basis.

Positive

  • $250 million senior unsecured revolver plus a potential $250 million accordion significantly enhances committed liquidity and flexibility for working capital, capex and acquisitions.
  • Facility terms allow dividends and share repurchases so long as no default exists and financial covenants are satisfied on a pro forma basis, preserving capital return flexibility.

Negative

  • Credit agreement adds ongoing financial covenants, including a maximum Total Funded Debt to Capitalization Ratio of 50% and a Minimum Tangible Net Worth of at least $1.5 billion plus a formula amount, which could constrain leverage or capital returns if performance weakens.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Revolving Credit Facility Size $250 million Initial aggregate principal amount of senior unsecured revolving credit facility
Standby Letter of Credit Sublimit $25 million Sublimit within the revolving credit facility
Swingline Loan Sublimit $25 million Sublimit within the revolving credit facility
Accordion Capacity $250 million Maximum increase in facility via incremental loans or increased revolver commitments
Outstanding Standby Letters of Credit $5.9 million Issued under the facility as of September 1, 2026
Maturity Date August 31, 2031 Scheduled maturity of the revolving credit facility
Max Total Funded Debt to Capitalization Ratio 50% Quarterly-tested financial covenant under the credit agreement
Minimum Tangible Net Worth Base $1.5 billion Base level for Minimum Tangible Net Worth covenant, subject to formula adjustments
senior unsecured revolving credit facility financial
"provides for a senior unsecured revolving credit facility in an initial aggregate"
A senior unsecured revolving credit facility is a bank loan line that a company can draw, repay and redraw up to an agreed limit, similar to a company credit card. It is “senior” because lenders are paid before other creditors if the company fails, and “unsecured” because it isn’t backed by specific assets; investors watch it for signals about a company’s short-term cash flexibility, borrowing cost and financial risk.
accordion feature financial
"The Credit Facility also includes an accordion feature permitting the Company"
An accordion feature is a clause in a loan or financing agreement that allows a company to expand the size of a credit line or the amount of securities available under the same contract without drafting a completely new deal. Like a suitcase that can be extended to hold more items, it gives a company quick flexibility to raise extra money, which can help fund growth but may increase debt or dilute existing shareholders—so investors watch it for changes in risk and ownership.
standby letters of credit financial
"includes a $25 million sublimit for the issuance of standby letters of credit"
A standby letter of credit is a bank’s written promise to pay a beneficiary if the customer fails to meet a contractual obligation, acting like a backup insurance policy that kicks in only if the borrower doesn’t pay or perform. Investors care because it reduces payment risk for counterparties and can create a potential obligation for the borrower’s finances, signaling how much external credit support or hidden risk a company has.
swingline loans financial
"and a $25 million sublimit for swingline loans"
A swingline loan is a very short-term, on-demand loan that sits inside a larger credit facility to cover immediate cash needs like payroll, small bills, or last-minute payments. Think of it as an emergency overdraft from a lender: it’s quick to draw, repaid fast, and usually carries faster fees, so investors watch it as a signal of a company’s liquidity pressure and potential cost or covenant stress.
Term SOFR Rate financial
"interest rate in connection with loans made under the Credit Facility will be based on either the Term SOFR Rate"
Term SOFR rate is a forward-looking interest rate for a set period (for example one or three months) based on the overnight cost of borrowing cash using Treasury securities as collateral. Think of it as a quoted, agreed-upon lending rate for a future interval, like locking in the expected short-term borrowing cost ahead of time. Investors care because it is used to price loans, bonds and derivatives as a transparent replacement for older benchmarks, affecting interest payments and valuation.
Minimum Tangible Net Worth financial
"requirement to maintain Minimum Tangible Net Worth at all times of $1.5 billion"

FAQ

What new credit facility did CALM enter into on August 31, 2026?
Cal-Maine Foods entered into a Second Amended and Restated Credit Agreement providing a senior unsecured $250 million revolving credit facility, with BMO Bank N.A. as administrative agent and a five-year term maturing on August 31, 2031.

How much additional borrowing capacity can CALM add under the accordion feature?
The credit facility includes an accordion feature permitting increases of up to $250 million in the aggregate, through incremental senior term loans or increased revolving commitments, with the consent of the administrative agent.

How much of CALM's new credit facility was drawn as of September 1, 2026?
As of September 1, 2026, Cal-Maine Foods had no borrowings outstanding under the credit facility and had $5.9 million in standby letters of credit issued under it.

What are the key financial covenants in CALM's new credit agreement?
Key covenants include a maximum Total Funded Debt to Capitalization Ratio of 50% and a requirement to maintain Minimum Tangible Net Worth of $1.5 billion plus 50% of positive consolidated net income minus certain restricted payments after May 30, 2026.

Can CALM pay dividends or repurchase shares under the new credit facility?
Yes. The agreement permits dividend payments and share repurchases if, immediately before and after those actions, there is no uncured event of default or incipient default and Cal-Maine is in compliance with the financial covenants on a pro forma basis.

What interest rate applies to borrowings under CALM's new revolver?
Borrowings will bear interest, at Cal-Maine’s election, at either the Term SOFR Rate plus an applicable margin or the Base Rate plus an applicable margin, with customary provisions for replacement of the Term SOFR Rate.

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FALSE 0000016160 ☐ ☐ ☐ ☐ 0000016160 2026-08-31 2026-08-31
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange
Act
Date of Report (Date of
Earliest Event Reported):
August 31, 2026
Cal-Maine Foods, Inc.
(Exact name of registrant as
specified in its charter)
Delaware
001-38695
64-0500378
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1052 Highland Colony Pkwy
,
Suite 200
,
Ridgeland
,
MS
39157
(Address of principal executive
offices (zip code))
601
-
948-6813
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously
satisfy the filing obligation of
the
registrant under any of the following provisions
(see General Instruction
A.2 below):
☐
Written communications pursuant to Rule 425 under
the Securities Act
(17 CFR 230.425)
☐
Soliciting material pursuant to
Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under
the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section
12(b) of the
Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
CALM
The
NASDAQ
Global Select Market
Indicate by check mark
whether the registrant is an emerging growth
company as defined in Rule 405 of
the Securities
Act of
1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate
by check mark if the registrant
has elected not to use the extended
transition period
for complying with any new or revised
financial accounting standards provided
pursuant to Section 13(a)
of the Exchange
Act.
☐
Item 1.01 Entry into a Material
Definitive Agreement
On August 31, 2026, Cal-Maine Foods, Inc. (the “Company”), as
borrower, and certain of its wholly-owned direct and indirect
domestic subsidiaries,
as guarantors
(the “Guarantors”),
entered into a
Second
Amended and
Restated Credit
Agreement effective
as of that date (the “New
Credit Agreement”)
with BMO Bank N.A. (the “Administrative
Agent”), as
Administrative Agent, and
other lenders
party thereto.
The New
Credit
Agreement
amends and
restates
the Company’s existing
Amended
and Restated
Credit
Agreement, dated November
15, 2021 (as amended from time to time).
The New Credit Agreement provides for a senior unsecured revolving credit facility
in an initial aggregate principal amount
o
f
up to $250 million (the “Revolver”),
which includes a $25 million
sublimit for the issuance
of standby letters of credit and a $25
million sublimit for swingline
loans (collectively, the “Credit Facility”). The Credit
Facility also includes
an accordion feature
permitting the Company, with
the consent of the Administrative Agent, to increase the Credit Facility
by up to
$250 million in
the aggregate with one or more
incremental senior term loans or an increase in the revolving commitments under the
Revolver.
The proceeds
of the
Credit Facility
can be
used by
the Company
for general
working capital
and corporate
purposes, capital
expenditures, to finance
permitted acquisitions, for
such other
legal and
proper purposes
as are consistent
with all applicable
laws
and to fund fees and expenses associated
with the New Credit
Agreement. As of
September 1, 2026, no amounts were borrowed
under the Credit Facility and $5.9 million in
standby letters of credit were
issued under the Credit Facility.
The Credit Facility has a term of five
years and will mature on
August 31, 2031.
The interest rate in connection with loans made under the Credit Facility will be based, at the Company’s election, on either the
Term SOFR Rate
plus the Applicable Margin or
the Base Rate
plus the Applicable Margin, each as
defined in the
New Credit
Agreement. The
New Credit
Agreement contains customary provisions regarding
replacement of the
Term SOFR Rate.
The New Credit Agreement contains customary covenants, including, but not
limited to, restrictions on the incurrence of liens,
incurrence
of additional debt,
sales of assets,
joint venture
investments and
other fundamental
corporate changes
and investments.
The New
Credit
Agreement requires
maintenance of
two financial covenants:
(i) a maximum
Total Funded Debt
to Capitalization
Ratio tested quarterly of no greater
than 50%; and (ii) requirement
to maintain Minimum Tangible
Net Worth at all
times of $1.5
billion plus 50% of consolidated net income (if net income is positive) less permitted restricted
payments for each fiscal quarter
after May
30,
2026. The New
Credit Agreement also
includes customary
events of
default and
customary remedies
upon the
occurrence of an event
of default, including
acceleration of the
amounts due under
the Credit Facility. Further, under
the terms of
the New
Credit
Agreement, the Company
may make
dividend payments or
share repurchases,
as long as
both immediately before
and after giving effect to such
dividend payments or repurchases no uncured event of default
has occurred and is continuing or
any event
or condition the
occurrence
of which would,
with the passage
of time or
the giving of
notice or both,
constitute an event
of default has occurred and the
Company is in compliance with each
of the financial covenants on a pro forma basis.
With certain
limited exceptions,
the Credit
Facility is
guaranteed
by all
the wholly-owned
direct and
indirect domestic
subsidiaries
of the
Company
and the
New Credit
Agreement requires
that
any
future wholly-owned
direct or
indirect subsidiaries
of the
Company guarantee the Credit Facility.
The foregoing
description of
the New
Credit
Agreement
does not
purport to
be complete
and is
qualified in
its entirety
by reference
to such document,
which is
filed as
Exhibit 10.1
hereto and
incorporated herein
by reference.
Capitalized terms not
defined herein
have the meaning ascribed to them in the
New Credit
Agreement.
Item 2.03.
– Creation
of a
Direct Financial
Obligation or an
Obligation under
an Off-Balance Sheet Arrangement of
a
Registrant
The information contained in Item 1.01 to
this Current Report on Form 8-K is incorporated
herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number
Description
10.1
Second Amended and Restated Credit Agreement, dated August 31, 2026, among Cal-Maine Foods,
Inc., the Guarantors, the Lenders and BMO Bank N.A., as Administrative Agent
104
Cover Page Interactive Data
File, (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements for
the Securities Exchange
Act of 1934, the registrant has duly
caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
CAL-MAINE FOODS, INC.
Date:
September 2, 2026
By:
/s/ Max P. Bowman
Max P. Bowman
Director, Vice President, and
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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