Calavo Growers (NASDAQ: CVGW) reports SEC staff ends probe without enforcement

Rhea-AI Filing Summary

Calavo Growers, Inc. reports that on December 22, 2025, staff of the U.S. Securities and Exchange Commission informed the company it has concluded its investigation and, based on the information available as of that date, does not intend to recommend any enforcement action against the company. The investigation had been previously disclosed in Calavo’s periodic reports, including its Annual Report on Form 10-K for the fiscal year ended October 31, 2024, which was filed on January 14, 2025. This update signals the closure of that regulatory review without an anticipated enforcement proceeding.

Positive

• SEC staff does not intend to recommend enforcement action following the conclusion of its investigation, reducing a significant regulatory overhang for Calavo Growers, Inc.

Negative

• None.

Insights

Regulatory and disclosure analyst

SEC staff closed its investigation of Calavo without planning enforcement.

The SEC staff advised Calavo Growers, Inc. on December 22, 2025 that it has concluded its investigation and, based on the information available as of that date, does not intend to recommend an enforcement action against the company. This formally updates the market on the status of a previously disclosed regulatory review.

For investors, the key point is that a source of regulatory uncertainty appears to have eased, as the staff is not planning to seek an enforcement case on the information it has reviewed. The company points readers to its prior filings, including the Form 10-K for the year ended October 31, 2024, for background on the investigation.

The development reduces the risk of potential penalties or mandated changes arising from this specific SEC inquiry, based on current information. Future company filings can provide any additional context if circumstances change, but this notice indicates the staff’s present intent not to pursue an enforcement recommendation.

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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): December 22, 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 8.01 Other Events.

On December 22, 2025, Calavo Growers, Inc. (the “Company”) received a letter from the staff of the U.S. Securities and Exchange Commission (the “Commission”) advising the Company that the Commission’s staff (the “Staff”) has concluded its investigation relating to the Company (the “Investigation”) and, based on the information available as of that date, does not intend to recommend an enforcement action by the Commission against the Company.

The notice was provided under the guidelines set out in the final paragraph of Securities Act Release No. 5310.

The Investigation was previously disclosed by the Company in its periodic reports under the Securities Exchange Act of 1934, as amended. Additional information regarding the Investigation can be found in the Company’s prior filings, including the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, filed with the Commission on January 14, 2025.

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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.
December 23, 2025	​
​	By:	/s/ B. John Lindeman
​	Name:	B. John Lindeman
​	Title:	President and Chief Executive Officer
​	​	(Principal Executive Officer)

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