CALAVO GROWERS INC

CALAVO GROWERS INC false 0001133470 0001133470 2026-04-28 2026-04-28 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): April 28, 2026 CALAVO GROWERS, INC. (Exact Name of Registrant as Specified in 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) (Former Name or Former Address, if Changed Since Last Report) Registrant’s telephone number, including area code: (805) 525-1245 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. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. At a special meeting of the shareholders (the “Calavo Special Meeting”) held on April 28, 2026, the shareholders of Calavo Growers, Inc. (“Calavo”) voted to approve the proposals as set forth below. The proposals are described in detail in Calavo’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2026. The voting results regarding each proposal, as determined by Calavo’s Inspector of Election, are set forth below. As of the close of business on March 16, 2026, the record date of the Calavo Special Meeting, there were 17,874,079 shares of common stock, par value $0.001 per share of Calavo (the “Calavo Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Calavo Special Meeting. At the Calavo Special Meeting, a total of 13,082,457 shares of Calavo Common Stock, representing approximately 73.19% of the outstanding shares of Calavo Common Stock entitled to vote, were present or represented by proxy, constituting a quorum to conduct business. Proposal No. 1: To approve the Agreement and Plan of Merger, dated as of January 14, 2026 (the “Merger Agreement”), by and among Calavo, Mission Produce, Inc., a Delaware corporation (“Mission Produce”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission Produce (“Merger Sub I”), and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Mission Produce (“Merger Sub II”), pursuant to which Merger Sub I will merge with and into Calavo (“First Merger”), with Calavo surviving the First Merger (the “Surviving Corporation”) (such proposal, the “Merger Agreement Proposal”). The Merger Agreement Proposal was approved by the requisite vote of Calavo’s shareholders. Votes For Votes Against Abstentions 12,110,759 960,154 11,544 Proposal No. 2: To approve, on a non-binding advisory basis, the compensation that will or may become payable by Calavo to its named executive officers in connection with the transactions contemplated by the Merger Agreement (such proposal, the “Merger-Related Compensation Proposal”). The Merger-Related Compensation Proposal was not approved by the requisite vote of Calavo’s shareholders. Votes For Votes Against Abstentions 5,327,795 7,724,865 29,797 Adjournment of the Calavo Special Meeting was deemed unnecessary because there was a quorum present and there were sufficient votes at the time of the Calavo Special Meeting to approve the Merger Agreement Proposal. Pursuant to the terms of the Merger Agreement, the completion of the proposed transaction remains subject to certain closing conditions including but not limited to Calavo and/or Mission Produce receiving the applicable regulatory approvals in Mexico and the expiration or termination of all applicable waiting periods (and any extensions thereof) applicable to the proposed transaction under the antitrust laws in Mexico, or Calavo and/or Mission having obtained all requisite clearances, consents and approvals pursuant thereto. Assuming timely satisfaction of the remaining customary closing conditions set forth in the Merger Agreement, the closing of the Mergers (as defined below) is expected to occur during the fiscal quarter ending July 31, 2026. Trading of Calavo’s Common Stock, $0.001 par value per share (“Calavo Common Stock”), on the Nasdaq Global Select Market is expected to be halted before the opening of the market on the closing date, and upon the closing of the Mergers, Calavo Common Stock will be delisted from the Nasdaq Global Select Market. Important Information About the Proposed Transaction and Where to Find It On March 9, 2026, Mission Produce filed a registration statement on Form S-4 (as amended, the “Registration Statement”) with the SEC, which includes a prospectus with respect to the shares of Mission Produce’s common stock to be issued in the First Merger and a joint proxy statement for Mission Produce’s stockholders and Calavo’s shareholders. On March 18, 2026, Mission Produce filed Amendment No. 1 to the Registration Statement. The Registration Statement was declared effective on March 20, 2026, and Mission Produce filed a final prospectus on March 20, 2026, and Calavo filed a definitive proxy statement on March 20, 2026 (together, the “Joint Proxy Statement/Prospectus”). Mission Produce commenced mailing the Joint Proxy Statement/Prospectus to its stockholders and Calavo commenced mailing the Joint Proxy Statement/Prospectus to its shareholders on or about March 25, 2026. Each of Calavo and Mission Produce may also file with or furnish to the SEC other relevant documents regarding the “Mergers,” which refer to, collectively, the First Merger and such other merger to be consummated immediately following the First Merger, in which the Surviving Corporation will merge with and into Merger Sub II (“Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Calavo may mail to its shareholders or Mission Produce may mail to its stockholders in connection with the Mergers. INVESTORS AND SECURITY HOLDERS OF CALAVO AND MISSION PRODUCE ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING CALAVO, MISSION PRODUCE, THE MERGERS AND RELATED MATTERS. Investors and security holders are able to obtain free copies of the Registration Statement and Joint Proxy Statement/Prospect