Calavo Growers (NASDAQ: CVGW) clarifies executive severance in 8-K/A

Rhea-AI Filing Summary

Calavo Growers, Inc. filed an amended current report to correct and clarify details of previously disclosed Executive Retention Agreements for its Chief Financial Officer, James Snyder, and Executive Vice President of the Calavo Foods Division, Ronald Araiza.

The amendment replaces an incorrect exhibit with the proper form of Retention Agreement and clarifies that if either executive resigns for Good Reason or is terminated without Good Cause, he is entitled to severance equal to one year of his then current annual base salary, contingent on signing a release. No other aspects of the earlier report are changed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2026

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

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California	​ ​	000-33385	​ ​	33-0945304
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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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:

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Title of each class	​ ​	Trading Symbol(s)	​ ​	Name of each exchange on which registered
Common Stock	​	CVGW	​	Nasdaq Global Select Market

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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. ☐

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Explanatory Note

This Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of Calavo Growers, Inc. (the “Company”) amends the Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on January 14, 2026 (the “Original Report”). Due to a clerical error, an incorrect version of the form of Retention Agreement (as defined below) was filed with the Original Report as Exhibit 10.1. This Amendment amends and restates in its entirety Exhibit 10.1 filed with the Original Report with an updated Exhibit 10.1 filed herewith, and amends Item 5.02 of the Original Report to clarify the severance provisions of the Retention Agreements (as defined below). Other than as described above, this Amendment does not amend any other information previously filed in the Original Report.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Original Report, on January 14, 2026, the Company entered into Executive Retention Agreements with James Snyder, the Company’s Chief Financial Officer and Ronald Araiza, Executive Vice President of Calavo Foods Division (each a “Retention Agreement” and collectively, the “Retention Agreements”), which amend in part the compensatory provisions of their existing offer letters.

This Amendment clarifies that the Retention Agreements provide that, in the event either executive resigns for Good Reason or is terminated by the Company without Good Cause (each as defined in the applicable Retention Agreement), he will be entitled to receive severance equal to one year of his then current annual base salary, subject to execution of a release.

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The foregoing description of the Retention Agreements does not purport to be complete and is qualified by reference to the full text of each agreement, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

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(d)	Exhibits	​
​	10.1	Form of Executive Officer Retention Agreement
​	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

​	Calavo Growers, Inc.
March 2, 2026	​
​	By:	/s/ B. John Lindeman
​	Name:	B. John Lindeman
​	Title:	President and Chief Executive Officer
​	​	(Principal Executive Officer)

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FAQ

What does Calavo Growers (CVGW) change in this amended 8-K/A?

Calavo Growers updates a prior current report to correct the form of Executive Retention Agreement attached as an exhibit and clarify the severance terms for two executives, without changing any other information in the original disclosure.

Which executives are covered by the updated Retention Agreements at Calavo Growers (CVGW)?

The Retention Agreements cover James Snyder, the Chief Financial Officer, and Ronald Araiza, Executive Vice President of the Calavo Foods Division. These agreements amend compensatory provisions in their existing offer letters and clarify how severance would be calculated under certain termination scenarios.

When do Calavo Growers (CVGW) executives receive severance under these Retention Agreements?

Each executive is eligible for severance if he resigns for Good Reason or is terminated by the company without Good Cause, as those terms are defined in the respective Retention Agreements attached as an exhibit and incorporated by reference into the amended report.

How much severance is provided under the Calavo Growers (CVGW) Retention Agreements?

Each executive is entitled to severance equal to one year of his then current annual base salary. Payment of this severance is contingent on the executive executing a release, as specified in the clarified Retention Agreement terms attached to the filing.

Does the Calavo Growers (CVGW) 8-K/A change any other prior disclosures?

The amendment states it only replaces the incorrect Retention Agreement exhibit and clarifies the severance provisions previously described. It expressly notes that no other information from the original current report is amended or updated by this filing.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 34.9 KB

Other Documents

• EX-101 EX-101.SCH 2.6 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.8 KB