The company increased the size of the deal from 25 million shares. The offering includes a 30-day option for underwriters to purchase up to 4,492,500 additional shares.
The stock was down 0.31% to $22.72 at 11:52 a.m.
Whole Foods will need to launch and conclude a strategic review of its operations by September or add dissident directors to its board.
Analysts attribute its weakness to subdued growth at Apple and loss of businesses at Intel, Mediatek.