Calavo Growers updates on executive change and potential sale review

Rhea-AI Filing Summary

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.

Insights

M&A and Corporate Governance Analyst

Calavo announces an EVP retirement while keeping its strategic review and potential sale process open.

Calavo Growers, Inc. disclosed that Executive Vice President, Sales and Operations, Mike Browne will retire effective December 1, 2025. This role is central to day-to-day sales execution and operations, so management succession and continuity will matter for ongoing performance, even though no replacement details are provided here.

The company also reiterated that a Special Transactions Committee of the Board is continuing to review a non-binding, indicative proposal to acquire all outstanding shares, along with other strategic alternatives, following the initial announcement on June 11, 2025. Because the proposal is explicitly described as non-binding and the review "may or may not result in a transaction," the information mainly confirms that the process is active rather than signaling a definitive outcome.

The statement that the company does not intend to comment further unless a specific development warrants disclosure means future information will likely come only with concrete milestones such as a transaction agreement or termination of the review. Until then, investors must rely on subsequent company filings and announcements for clarity on both leadership changes and any potential corporate transaction.

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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): November 19, 2025

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

On November 19, 2025, Mike Browne informed Calavo Growers, Inc. (the “Company”) that he will retire from his role as Executive Vice President, Sales and Operations, effective December 1, 2025.

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Item 7.01 Regulation FD.

As previously announced, the Company engaged a financial advisor and M&A legal counsel to assist the Company in its evaluation of the previously announced non-binding, indicative proposal to acquire all of the outstanding shares of the Company and all other strategic alternatives. Since announcing such proposal on June 11, 2025, the Board of Directors of the Company formed a Special Transactions Committee to lead such review process and evaluate all proposals. The review process remains ongoing and may or may not result in a transaction. The Company does not intend to comment further unless a specific development warrants disclosure or the evaluation of strategic alternatives comes to an end.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including expectations regarding financial performance and future business strategies. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described. Important factors are detailed in the Company’s most recent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise these statements, except as required by law.

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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.
November 25, 2025	​
​	By:	/s/ Lecil Cole
​	Name:	Lecil Cole
​	Title:	President and Chief Executive Officer
​	​	(Principal Executive Officer)

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