CALAVO GROWERS INC

CALAVO GROWERS INC false 0001133470 0001133470 2026-05-28 2026-05-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2026 CALAVO GROWERS, INC. (Exact name of registrant as specified in its charter) California 000-33385 33-0945304 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1141-A Cummings Road , Santa Paula , California 93060 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (805) 525-1245 (Former name or former address, if changed since last report.) 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: ☐ 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 CVGW 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. ☐ Introductory Note. On May 28, 2026 (the “Closing Date”), Calavo Growers, Inc., a California corporation (“Calavo”), completed the previously announced mergers pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated January 14, 2026, by and among Calavo, Mission Produce, Inc., a Delaware corporation (“Mission Produce”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Mission Produce (“Merger Sub I”) and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission Produce (“Merger Sub II”). On the Closing Date, pursuant to the Merger Agreement and on the terms and conditions set forth therein, (a) Merger Sub I merged with and into Calavo, pursuant to the provisions of the California Corporations Code, as amended (the “CCC”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with Calavo as the surviving entity (the “Surviving Corporation” and such transaction the “First Merger”) and (b) immediately following the First Merger, the Surviving Corporation merged with and into Merger Sub II, with Merger Sub II as the surviving entity (the “Surviving Company”), in accordance with the applicable provisions of the CCC, the DGCL and the Delaware Limited Liability Company Act, as amended (the “DLLCA” and such merger, the “Second Merger” and together with the First Merger, the “Mergers”). All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. Item 1.02 Termination of a Material Definitive Agreement. In connection with the closing of the Mergers, Calavo repaid all obligations outstanding under, and concurrently terminated, the Credit Agreement, dated as of June 26, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among Calavo, certain subsidiaries of Calavo as borrowers, the banks and other financial institutions or entities party thereto from time to time, and Wells Fargo Bank, National Association, as the administrative agent. Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in the Introductory Note and Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. Merger Consideration; Effect on Capital Stock Pursuant to the Merger Agreement, upon the execution, acknowledgement, delivery and filing of the certificate of merger with respect to the First Merger with the Office of the Secretary of State of California as provided under the CCC and the Secretary of State of the State of Delaware as provided under the DGCL (the “First Effective Time”), each share of common stock, par value $0.001 per share of Calavo (“Calavo Common Stock”) issued and outstanding immediately prior to the First Effective Time (other than shares held by Calavo or any subsidiary of Calavo, including shares held as treasury stock, or held, directly or indirectly, by Mission Produce, Merger Sub I or Merger Sub II or any of their wholly owned subsidiaries immediately prior to the First Effective Time (which were canceled at the First Effective Time for no consideration) (such shares, the “Cancelled Shares”)) and any shares of Calavo Common Stock held by a dissenting shareholder who exercised its rights pursuant to Chapter 13 of the CCC (such shares, the “Dissenting Shares”) was converted into the right to receive, in accordance with the terms of the Merger Agreement (i) a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of Mission Produce (“Mission Produce Shares”) equal to 0.9790 (the “Exchange Ratio” and such shares the “Per Share Stock Consideration”), subject to the right to receive cash in lieu of fractional Mission Produce Shares, if any, into which such shares of Calavo Common Stock have been converted (the “Fractional Share Consideration”) and (ii) $14.85 in cash, without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, the “Merger Consideration”). Treatment of Calavo Equity Awards Additionally, at the First Effective Time and as a result of the Mergers, each (i) option to purchase Calavo Common Stock (“Calavo Option”) issued under Calavo’s 2020 Equity Incentive Plan (as amended, the “Calavo 2020 EIP”) and 2011 Management Incentive Plan (the “Calavo 2011 MIP”, together with the Calavo 2020 EIP, the “Calavo Equity Plans”), (ii) restricted stock unit granted pursuant to a Calavo Equity Plan (“Calavo RSU”), and (iii) Calavo RSU for which a deferral election has been made (“Calavo Deferred RSU”) was treated as follows: • each Calavo Option, whether or not vested or exercisable, that was outstanding immediately prior to the First Effective Time and that had not been validly exercised automatically and without any action required by the holder became vested and exercisable in full and was cancelled and each holder of a cancelled Calavo Option is entitled to receive from Mission or the Surviving Company, with respect to the shares of Calavo Common Stock that would have been issuable upon the exercise of such Calavo Option, an amount in cash without interest equal to the product of (x) the number of shares of Calavo Common Stock subject to the Calavo Option immediately prior to the First Effective Time and (y) the excess if any of (1) the Merger Consideration Value of $27.69 over (2) the exercise price per share of Calavo Common Stock applicable to the Calavo Option; • each Calavo RSU that was outstanding immediately prior to the First Effective Time automatically and without any action required by Mission Produce, Calavo, or the holder, vested in full (if unvested) and was cancelled as of the First Effective Time, and each holder of a cancelled Calavo RSU is entitled to receive from Mission Produce or