Mission Produce, Inc. SEC Filings

Mission Produce, Inc. and Calavo Growers, Inc. are proceeding with a proposed merger governed by an Agreement and Plan of Merger dated January 14, 2026. Mission Produce filed a Form S-4 registration statement on March 9, 2026, amended it on March 18, 2026, and the Registration Statement was declared effective by the SEC on March 20, 2026.

The Joint Proxy Statement/Prospectus was filed on March 20, 2026; Calavo intends to mail the definitive Joint Proxy Statement/Prospectus to Calavo shareholders on March 25, 2026. A special stockholder meeting is scheduled for April 28, 2026, and votes must be received by April 27, 2026 to be counted.

Mission Produce, Inc. and Calavo Growers, Inc. are proceeding with a proposed merger governed by an Agreement and Plan of Merger dated January 14, 2026. Mission Produce filed a Form S-4 registration statement on March 9, 2026, amended it on March 18, 2026, and the Registration Statement was declared effective by the SEC on March 20, 2026.

The Joint Proxy Statement/Prospectus was filed on March 20, 2026; Calavo intends to mail the definitive Joint Proxy Statement/Prospectus to Calavo shareholders on March 25, 2026. A special stockholder meeting is scheduled for April 28, 2026, and votes must be received by April 27, 2026 to be counted.

The boards of Mission Produce and Calavo Growers have agreed to a two-step merger under an Agreement and Plan of Merger dated January 14, 2026. At the First Effective Time each share of Calavo common stock will convert into 0.9790 shares of Mission Produce common stock plus $14.85 in cash, subject to applicable withholding and cash‑in‑lieu for fractional shares. Based on shares and awards outstanding as of March 17, 2026, former Calavo shareholders are expected to own approximately 20% of the combined company's common stock and Mission Produce stockholders approximately 80%. The parties cite expected cost and operational synergies; the Merger Consideration implied value was $27.15 per Calavo share using Mission Produce’s close on January 13, 2026 (an approximate 26% premium to Calavo’s 30‑day VWAP on that date). Mission Produce and Calavo will hold virtual special meetings on April 28, 2026 (record date: March 16, 2026) for stockholder approvals required to consummate the transaction.

Globalharvest Holdings Venture Ltd, a greater-than-10% owner of Mission Produce, Inc., purchased 3,695 shares of Mission Produce common stock in an open-market transaction.

The shares were bought on March 17, 2026 at a weighted average price of $11.94 per share, with individual trade prices ranging from $11.83 to $12.00. Following this purchase, Globalharvest directly holds 9,991,577 Mission Produce shares.

Mission Produce filed an amended Form S-4 registering shares to effect a proposed merger with Calavo Growers under an Agreement and Plan of Merger dated January 14, 2026. Under the Merger, each Calavo share will convert into 0.9790 shares of Mission Produce plus $14.85 cash.

Based on shares and awards outstanding as of March 17, 2026, former Calavo shareholders are expected to own approximately 20% of the combined company and Mission Produce stockholders approximately 80%. Special meetings are scheduled virtually for April 28, 2026 (record date March 16, 2026). The filing reports an implied Merger Consideration value of $27.15 per Calavo share using Mission Produce’s close on January 13, 2026, and $26.75 using Mission Produce’s close on March 17, 2026.

Mission Produce, Inc. large shareholder Globalharvest Holdings Venture Ltd reported open-market purchases of the company’s common stock. On March 13, 2026, it bought 40,509 shares at a weighted average price of $11.99 per share, in multiple trades priced between $11.95 and $12.00. On March 16, 2026, it bought an additional 176,765 shares at a weighted average price of $11.87 per share, across trades between $11.81 and $12.00. After these net purchases of 217,274 shares, Globalharvest directly holds 9,987,882 shares of Mission Produce common stock.

Mission Produce reported fiscal first quarter 2026 net sales of $278.6 million, down from $334.2 million, as avocado prices fell about 30% while volume rose 14% on strong Mexican supply. Gross profit held roughly flat at $31.6 million and margin improved to 11.3% from 9.4%.

Higher selling, general and administrative costs, including $7.0 million of Calavo transaction advisory fees, reduced operating income to $2.5 million from $9.3 million, and the company posted a small net loss attributable to Mission of $0.7 million, versus income of $3.9 million a year earlier.

Adjusted EBITDA was $18.5 million, slightly above last year. Mission agreed to acquire Calavo for mixed cash and stock valued at about $490 million at announcement, adopted a one‑year shareholder rights plan triggered at 15% ownership, and ended the quarter with $44.8 million in cash and $100.2 million of long‑term debt.

Mission Produce reported mixed fiscal Q1 2026 results while advancing its Calavo Growers acquisition. Revenue was $278.6 million, down 17% as avocado prices fell about 30%, partially offset by 14% volume growth. Gross profit held at $31.6 million and gross margin improved to 11.3%.

The company posted a net loss attributable to Mission of $0.7 million, or $(0.01) per diluted share, driven by $7.0 million of Calavo transaction advisory costs. On an adjusted basis, net income was $7.3 million, or $0.10 per diluted share, and adjusted EBITDA rose 5% to $18.5 million.

Marketing & Distribution adjusted EBITDA grew 33% to $12.9 million on higher avocado volumes and better per‑unit margins, while Blueberries adjusted EBITDA fell to $3.3 million due to lower yields and higher production costs. Cash and cash equivalents were $44.8 million and long‑term debt was $97.0 million as of January 31, 2026.

The pending Calavo Growers deal totals roughly $490 million in cash and stock and is expected to close in the fiscal third quarter, with at least $25 million in anticipated annual synergies and expansion into prepared foods. For Q2, the company expects avocado industry volumes up 10–15% and prices 30–35% lower year over year, and plans about $40 million in capital expenditures for fiscal 2026.

Wu Joanne C reported acquisition or exercise transactions in this Form 4 filing.

Mission Produce, Inc. granted its General Counsel and Secretary, Joanne C. Wu, 7,063 restricted stock units (RSUs) of common stock as a stock-based award. The RSUs were reported at a price of $0.00 per share, reflecting a grant rather than an open-market transaction.

According to the award terms, each RSU represents the right to receive one share of Mission Produce common stock. The RSUs vest in three equal installments on March 6, 2027, 2028, and 2029, contingent on Wu’s continued employment on each vesting date. Following this grant, her directly held common stock-based holdings total 93,892 shares/units.

Mission Produce files a Form S-4 registering shares for its proposed merger with Calavo. Under the Merger Agreement, each share of Calavo Common Stock will convert into 0.9790 shares of Mission Produce Common Stock plus $14.85 in cash (the "Merger Consideration"), subject to the conditions in the agreement. Based on closing prices cited, the implied per‑share value ranged from $27.15 to $28.35, representing an approximately 26% premium on the referenced VWAP. After closing, former Calavo shareholders are expected to own approximately 20% of the combined company and Mission Produce stockholders approximately 80%, based on counts as of March 6, 2026. The transaction requires approval by both Mission Produce and Calavo stockholders and other customary closing conditions.