Calavo Growers SEC Filings

Calavo Growers, Inc. detailed a retirement agreement with former President and Chief Executive Officer Lecil E. Cole and provided an update on its strategic review.

Effective December 8, 2025, the company amended Cole’s March 15, 2023 stock option grant to immediately vest 300,000 shares subject to the option, extend the time to exercise those options through the agreement’s term, and provide that, upon a Change of Control, each option delivers the per‑share transaction consideration minus the exercise price and applicable taxes when that value is positive.

The agreement also grants Calavo a right of first offer to purchase all avocados grown by Cole or his affiliates at prices consistent with the company’s quote sheet for a defined period. Separately, a Special Transactions Committee continues to review strategic alternatives, which may or may not result in a transaction. If no definitive agreement is reached, the board will consider returning capital to shareholders through a share repurchase or special dividend.

Calavo Growers, Inc. reported that Mike Browne will retire from his role as Executive Vice President, Sales and Operations, effective December 1, 2025. This marks a leadership transition in a key operational and commercial position.

The company also confirmed that its previously announced review of a non-binding, indicative proposal to acquire all outstanding shares of the company, along with other strategic alternatives, remains ongoing. A Special Transactions Committee of the Board is leading this process, which began after the proposal was announced on June 11, 2025, and may or may not result in a transaction. The company plans to provide further updates only if a specific development requires disclosure or the evaluation of alternatives concludes.

Calavo Growers (CVGW) announced a leadership transition: President and CEO Lee E. Cole will retire on December 8, 2025, and the Board appointed B. John Lindeman as President and CEO effective the same date. Lindeman, age 57, is a current director and former CFO (2015–2020), and most recently served as CEO of Hydrofarm.

Lindeman’s offer includes a $800,000 base salary; an annual bonus opportunity of 50%–200% of salary tied to Board‑set financial targets; fully vested awards at commencement of stock options to purchase 25,000 shares and restricted stock equal to $500,000 divided by the prior business day’s closing price; plus additional options for 75,000 shares vesting in equal annual tranches over three years. He will receive a $450,000 relocation allowance, standard benefits and indemnification, severance of one year’s base salary upon certain terminations, and change‑in‑control benefits under the 2020 Equity Incentive Plan plus one year of base salary and a bonus equal to 200% of base salary. He will continue to serve as a director.

Calavo Growers, Inc. (CVGW) reports mixed third-quarter results across its Fresh and Prepared segments. Avocado sales declined sequentially, down $4.3 million (3%) year-over-year due to a 5% volume decline despite a 2% higher average selling price. Tomato sales fell sharply, down $3.8 million (40%) driven by a 27% volume drop and an imposed ~17% anti-dumping duty after the U.S. ended the 2019 Tomato Suspension Agreement. For the nine months, avocado sales rose $44.6 million (12%) driven by a 22% increase in average price, partially offset by a 9% volume decline. The company recorded approximately $4.2 million of discrete costs tied to an FDA detention hold, which reduced avocado profitability. Calavo disclosed material Mexican tax audit exposures: an assessed amount adjusted for inflation to ~3.0 billion MXN (approx. $160 million) plus ~118 million MXN (~$6.3 million) in employee profit-sharing liabilities, and ongoing disputes with Mexican tax authorities. Related-party activity includes advances to Don Memo and purchases from Avocado de Jalisco, with advances and payables detailed in the filing.