Calavo (NASDAQ: CVGW) plans cash-and-stock merger with Mission Produce

Rhea-AI Filing Summary

Calavo Growers, Inc. entered into a definitive merger agreement with Mission Produce, Inc. under which each Calavo share will be converted into 0.9790 Mission common shares plus $14.85 in cash, with cash paid for any fractional Mission shares. The transaction is structured to qualify as a tax reorganization, and if the stock portion would otherwise fall below 43% of total value, part of the cash will instead be paid in additional Mission shares at an agreed price.

Outstanding Calavo stock options will fully vest and be cashed out based on the merger consideration value, while underwater options will be cancelled for no payment. Restricted stock units, including deferred RSUs, will vest (if unvested) and be cancelled in exchange for cash. The deal requires shareholder approvals, regulatory clearances, Nasdaq listing of new Mission shares, and a tax opinion, and includes mutual non-solicitation and recommendation covenants plus termination and reverse termination fees for specified failure scenarios. Calavo also approved retention and change-in-control bonuses for two senior executives and currently expects not to hold a 2026 annual stockholder meeting to focus on closing the merger.

Insights

M&A and corporate governance analyst

Calavo agreed to a cash-and-stock sale to Mission with standard conditions and break fees.

The merger gives Calavo shareholders a mix of Mission stock and cash: each Calavo share is slated to receive 0.9790 Mission shares plus $14.85 cash, with a mechanism to keep at least 43% of total value in stock for tax reorganization purposes. Equity awards are monetized in cash at closing using the defined merger consideration value, which simplifies the combined company’s capital structure while cancelling options that are out of the money.

Closing depends on shareholder approvals at both companies, antitrust and other regulatory clearances, effectiveness of a Form S-4, and Nasdaq listing of the new Mission shares. The agreement includes customary non-solicitation and board recommendation protections, with a Calavo termination fee of about $12.87M in specified competitive or recommendation-change scenarios and Mission reverse termination fees of about $15.02M or $12.87M, depending on why the deal fails. Separate executive retention and change-in-control bonuses for two senior leaders are intended to support management continuity through the transaction, while the board currently anticipates skipping a 2026 annual meeting to prioritize the merger process.

CALAVO GROWERS INC false 0001133470 0001133470 2026-01-14 2026-01-14

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): January 14, 2026

Calavo Growers, Inc.

(Exact name of registrant as specified in its charter)

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

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:

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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2026, Calavo Growers, Inc., a California corporation (“Calavo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Calavo, Mission Produce, Inc., a Delaware corporation (“Mission”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Mission (“Merger Sub I”) and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission (“Merger Sub II”), pursuant to which, subject to the terms and conditions of the Merger Agreement, (a) Merger Sub I will merge with and into the Calavo, pursuant to the provisions of the California Corporations Code, as amended (the “CCC”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), with Calavo as the surviving entity (the “Surviving Corporation” and such transaction the “First Merger”) and (b) immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub II as the surviving entity (the “Surviving Company”), in accordance with the applicable provisions of the CCC, the DGCL and the Delaware Limited Liability Company Act, as amended (the “DLLCA”) (such merger, the “Second Merger” and together with the First Merger, the “Mergers”). All defined terms used in this summary of the Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

The Mergers

Subject to the terms and conditions of the Merger Agreement, at the date and time the First Merger becomes effective (the “First Effective Time”), each share of common stock, par value $0.001 per share of Calavo (the “Calavo Common Stock”) issued and outstanding immediately prior to the First Effective Time will be converted into and thereafter represent the right to receive (i) a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of Mission (the “Mission Shares”) equal to 0.9790 (the “Exchange Ratio”, and such shares the “Per Share Stock Consideration”), subject to the right to receive cash in lieu of fractional Mission Shares, if any, into which such shares of Calavo Common Stock have been converted (the “Fractional Share Consideration”) and (ii) $14.85 in cash without interest (the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration and the Fractional Share Consideration, the “Merger Consideration”). The Mergers, taken together, are intended to be treated as a single integrated transaction that qualifies as a “reorganization” under Section 368(a) of the Internal Revenue Code. To support the intended U.S. federal income tax treatment, if the stock portion of the total consideration would otherwise be less than 43% of the total value, a corresponding portion of the cash consideration will instead be paid in additional shares of Mission common stock valued at an agreed share price, with cash paid in lieu of any resulting fractional shares.

Treatment of Restricted Stock Units and Option Awards

Calavo Options

As of the First Effective Time, each option to purchase Calavo Common Stock (“Calavo Options”) issued under Calavo’s 2020 Equity Incentive Plan (the “Calavo 2020 EIP”) and 2011 Management Incentive Plan, in each case as amended or restated from time to time (the “Calavo Equity Plans”), whether or not vested or exercisable, that is outstanding immediately prior to the First Effective Time and that has not been validly exercised will automatically and without any action required by the holder become vested and exercisable in full and shall be cancelled as of the First Effective Time and each holder of a cancelled Calavo Option will be entitled to receive from Mission or the Surviving Company, with respect to the shares of Calavo Common Stock that would have been issuable upon the exercise of such Calavo Option, an amount in cash without interest (the “Option Consideration”) equal to the product of (x) the number of shares of Calavo Common Stock subject to the Calavo Option immediately prior to the First Effective Time and (y) the excess if any of (1) the sum of (i) an amount equal to the product of (a) the Exchange Ratio and (b) the volume weighted average price of the Mission Shares for the 30 consecutive trading days ending on the trading day immediately preceding the day on which the Mergers close, plus (ii) the Per Share Cash Consideration (such sum, the “Merger Consideration Value”) over (2) the exercise price per share of Calavo Common Stock applicable to the Calavo Option. If the Merger Consideration Value is less than or equal to the exercise price per share of a Calavo Option, the Calavo Option shall be cancelled and terminated for no consideration.

Calavo Restricted Stock Units

As of the First Effective Time, each restricted stock unit granted pursuant to a Calavo Equity Plan (“Calavo RSU”) that is outstanding immediately prior to the First Effective Time will automatically and without any action required by Mission, Calavo, or the holder, vest in full (if unvested) and be cancelled as of the First Effective Time and each holder of a cancelled Calavo RSU will be entitled to receive from Mission or the Surviving Company, with respect to such shares of Calavo Common Stock, an amount in cash without interest (the “RSU Consideration”) equal to the product of (x) the number of shares of Calavo Common Stock subject to the Calavo RSU as immediately prior to the First Effective Time and (y) the Merger Consideration Value.

Calavo Deferred Restricted Stock Units

As of the First Effective Time, each Calavo RSU for which a deferral election has been made (“Calavo Deferred RSU”) will automatically and without any action required by Mission, Calavo or the holder be cancelled as of the First Effective Time and each holder of a cancelled Calavo Deferred RSU will become entitled to receive from Mission or the Surviving Company, with respect to shares of Calavo Common Stock subject to such cancelled Calavo Deferred RSU, an amount in cash without interest (the “Deferred RSU Consideration”) equal to the product of (x) the number of shares of Calavo Common Stock subject to such Calavo Deferred RSU as of immediately prior to the First Effective Time and (y) the Merger Consideration Value. Prior to the closing of the Mergers and in accordance with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations thereunder, each Calavo Deferred RSU will be vested in full and terminated by irrevocable action of the Calavo Board in return for the consideration specified in the Merger Agreement.

Certain Governance Matters

As of the First Effective Time, Mission shall cause one (1) director mutually agreeable to Calavo and Mission to be appointed as a director of the board of directors of Mission (the “Mission Board”) as a director in the class of directors with the longest remaining term as of the First Effective Time, who shall be a member of the board of directors of Calavo (the “Calavo Board”) as of immediately prior to the First Effective Time and shall qualify as an “independent director” under the listing standards of Nasdaq and the applicable rules of the Securities Exchange Commission (the “SEC”).

Conditions to the Merger

Completion of the Mergers is subject to the mutual satisfaction or waiver of certain conditions including (i) approval of the Merger Agreement and issuance of Mission shares in the First Merger (the “Mission Share Issuance”) by the requisite vote of the shareholders and stockholders of Calavo and Mission, respectively; (ii) the expiration or termination of any waiting period or attainment of any clearance applicable to the consummation of the Mergers under (a) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any commitment to, or agreement with, any governmental authority to delay the consummation of, or not to consummate before a certain date, the Mergers and (b) any other applicable antitrust and foreign investment laws shall have expired, been terminated or been obtained; (iii) the absence of any law or order prohibiting the consummation of the Mergers; (iv) authorization for listing on Nasdaq of the Mission Shares to be issued in the First Merger and such other Mission Shares to be reserved for issuance in connection with the First Merger, subject to official notice of issuance; and (v) effectiveness of the Registration Statement on Form S-4 (such Form S 4, and any amendments or supplements thereto, the “Form S 4”) under the Securities Act of 1933, as amended (“Securities Act”), for the Mission Shares to be issued in the First Merger. Each party’s obligation to complete the Mergers is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement, (iii) receipt by such party of a certificate duly executed by a senior executive officer certifying to the effect that certain conditions set forth in the Merger Agreement have been satisfied, and (iv) receipt of a written opinion of the party’s counsel to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, for U.S. federal income tax purposes the Mergers, taken together, will qualify for the intended tax treatment.

Representations, Warranties and Covenants

The Merger Agreement contains mutual customary representations and warranties of Calavo and Mission relating to their respective businesses and public filings. The Merger Agreement also contains customary mutual pre-closing covenants, including the obligation of Calavo and Mission to conduct their businesses in the ordinary course of business consistent with past practice and to refrain from taking certain specified actions without the consent of the other party.

Mission and Calavo have also agreed to customary non-solicitation obligations of Calavo related to soliciting or engaging in any discussions, communications or negotiations regarding Competing Proposals (as defined in the Merger Agreement) and of the Calavo Board to withdraw, withhold, qualify or modify its recommendation that the shareholders vote in favor of the Merger Agreement and First Merger (the “Calavo Board Recommendation”).

Mission has also agreed to restrictions on the ability of the Mission Board to withdraw, withhold, qualify or modify its recommendation that the stockholders vote in favor of the Mission Share Issuance (the “Mission Board Recommendation”).

Termination

The Merger Agreement contains provisions granting each of Calavo and Mission the right to terminate the Merger Agreement by mutual written consent, or by either Calavo or Mission, under specified circumstances, including: (i) if the First Merger is not completed on or before July 14, 2026 (the “Termination Date”) (which date may be extended if the failure to close is due solely to any law or order under applicable antitrust law, for up to two periods, each of 90 days, in Mission’s sole discretion and upon written notice to Calavo), subject to certain terms and conditions set forth in the Merger Agreement; (ii) if prior to the First Effective Time any governmental authority has enacted, issued, promulgated, enforced or entered any law, order or taken any other action permanently restraining, enjoining, rendering illegal or otherwise prohibiting the transactions contemplated by the Merger Agreement; (iii) if either party fails to obtain the requisite stockholder approval at a stockholder’s meeting duly convened or any adjournment or postponement thereof; (iv) if the other party has breached or failed to perform its representations, warranties, covenants or other agreements set forth in the Merger Agreement which breach or failure to perform would give rise to the failure of certain conditions under the Merger Agreement and is not capable of being cured or is not cured before the earlier of the Termination Date or 30 calendar days following delivery of written notice by the other party; (v) if the other party’s board of directors has failed to include the requisite board recommendation in the Joint Proxy Statement/Prospectus (as defined below); or (vi) if the other party materially breaches its non-solicitation obligations or restrictions on the party’s board of directors from changing its recommendation to the stockholders, as applicable. In addition, Calavo may terminate the Merger Agreement if, prior to receipt of the requisite stockholder approval by Calavo, the Calavo Board (or a committee thereof) shall have determined to terminate the Merger Agreement in order to concurrently with such termination enter into a definitive agreement with respect to a Superior Proposal (as defined in the Merger Agreement).

Calavo will be required to pay Mission a termination fee of approximately $12.87 million (the “Termination Fee”) if the Merger Agreement is terminated as follows: (i) if the Merger Agreement is terminated (x) by either the Calavo or Mission upon Calavo not having achieved the requisite stockholder approval at a time when the Merger Agreement was terminable by Mission when it was entitled to do so due to a change in Calavo’s Board Recommendation, or (y) by Mission due to a change in the Calavo Board Recommendation or Calavo having materially breached the non-solicit obligations related to soliciting or engaging in any discussions or negotiations regarding Competing Proposals; (ii) if the Merger Agreement is terminated by Calavo because prior to obtaining the requisite stockholder approval the Calavo Board determined to terminate the Merger Agreement in order to, concurrently with such termination, enter into a definitive agreement with respect to a Superior Proposal; provided, Calavo has complied with its non-solicitation obligations and pays the Termination Fee concurrently or prior to such termination; or (iii) if (x) the Merger Agreement is terminated (a) by Mission or Calavo for failure of Calavo to obtain the requisite stockholder approval, (b) by Mission for failure by Calavo to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform is not capable of being cured or is not cured on or before the earlier of the Termination Date and within the 30 calendar days following delivery of notice or (c) because the First Merger is not completed by the Termination Date, subject to any extensions in accordance with the terms of the Merger Agreement; (y) in any such case a Competing Proposal shall have been publicly announced or, in the case of a termination pursuant to clause (ii) or (iii) above, otherwise communicated to the Calavo Board (and in each case not withdrawn) after the date of the Merger Agreement and prior to the date of meeting of Calavo’s shareholders, in the case of clause (i) above, or the date of termination, in the case of clauses (ii) and (iii) above; and (z) if within twelve (12) months after the date of such termination, a transaction in respect of such Competing Proposal is consummated or Calavo enters into a definitive agreement in respect of such Competing Proposal which is ultimately consummated.

Mission will be required to pay Calavo a reverse termination fee of approximately $15.02 million if the Merger Agreement is terminated as follows: if the Merger Agreement is terminated because (a) the First Merger is not completed by the Termination Date, subject to any extensions in accordance with the terms of the Merger Agreement, or (b) any governmental authority has enacted, issued, promulgated, enforced or entered any law or order or taken any other action permanently restraining, enjoining, rendering illegal or otherwise prohibiting the transactions contemplated by the Merger Agreement and all other conditions to closing are satisfied or waived. Mission will be required to pay Calavo a reverse termination fee of approximately $12.87 million if the Merger Agreement is terminated by (a) either Calavo or Mission for failure of Mission to obtain the requisite stockholder approval at a time when the Merger Agreement is terminable by Calavo for a change in Mission’s Board Recommendation, or (b) by Calavo due to a change in Mission’s Board Recommendation.

General

The Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement.

The Merger Agreement has been included to provide security holders and investors with information regarding its terms. It is not intended to provide any other factual information about Calavo, Mission, or any other person. The representations, warranties and covenants contained in the Merger Agreement were made solely for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders and investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Calavo or Mission. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Calavo or Mission’s public disclosures.

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

On January 14, 2026, Calavo entered into Executive Retention Agreements with James Snyder, Calavo’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. Subject to Messrs. Snyder and Araiza’s continued employment with Calavo through the earlier of the first anniversary of their acceptance of each Retention Agreement (the “Anniversary Date”) and the date upon which Calavo consummates a Change in Control (as defined below) (such date, the “Change in Control Date” and the earlier of the Change in Control Date and the Anniversary Date, the “Earn Date”), Calavo agrees to pay Messrs. Snyder and Araiza a one-time retention bonus of $559,000 and $447,000, respectively, on the next regular payroll following the Earn Date through Calavo’s regular payroll processes and subject to applicable tax withholdings.

In the event either Messrs. Snyder and Araiza resign for Good Reason (as defined in the Retention Agreements) or their employment is terminated by Calavo without Good Cause (as defined in the Retention Agreements) and such resignation or termination does not occur within three months prior to or following the consummation of a Change in Control, as defined in Section 13(i) of the Calavo 2020 EIP (a “Change in Control”), Messrs. Snyder and Araiza will be entitled to one year of their then current annual base salary, provided that they execute a release in a form acceptable to Calavo to be paid on the next regular payroll following the effective date of such release through Calavo’s regularly payroll processes and subject to applicable tax withholdings. In the event that there is a Change in Control during Messrs. Snyder and Araiza ’s employment, Messrs. Snyder and Araiza will be entitled to a one-time bonus equal to 50% of their then current annualized base salary paid on the next regular payroll following the consummation of such Change in Control through Calavo’s regular payroll processes and subject to applicable tax withholdings.

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.

Item 7.01 Regulation FD Disclosure.

Investor Presentation

In connection with the announcement of the Merger Agreement, Calavo and Mission intend to provide supplemental information regarding the proposed transaction in connection with a presentation to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Press Release

On January 14, 2026, Calavo and Mission issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth in such filing.

Annual Meeting Date

As a result of Calavo’s entry into the Merger Agreement and to facilitate the timely completion of the Mergers, the Calavo Board expects that it will not hold its 2026 annual meeting of stockholders. If the Board of Directors determines that an annual meeting of stockholders is to be held in 2026 prior to the consummation of the Mergers, if any, it will make a further announcement of the date of such meeting, as well as the periods for shareholders to nominate directors under Calavo’s bylaws and make other proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any such proposals by shareholders and submissions by shareholders of director nominees must comply with the procedures set forth in Calavo’s Articles of Incorporation and, if intended for inclusion in the proxy statement, Rule 14a-8 under the Exchange Act.

FORWARD-LOOKING STATEMENTS

This communication contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Calavo’s and Mission’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the proposed transaction involving Calavo and Mission, including future financial and operating results, Calavo’s and Mission’s plans, objectives, expectations and intentions, the expected timing and likelihood of completion of the proposed transaction, and other statements that are not historical facts, including the combined company’s ability to create an advanced marketing and sales platform, the combined company’s ability to accelerate innovation and enhance efficiency through the transaction, and the combined company’s plan on future stockholder returns. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the requisite Calavo and Mission stockholder approvals; the risk that Calavo or Mission may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction; the risk that the businesses will not be integrated successfully or that the integration will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Calavo’s or Mission’s common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; adverse economic conditions; reductions in spending from Calavo or Mission clients, a slowdown in payments by such clients; risks related to each company’s ability to attract new clients and retain existing clients; changes in client advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients of each company; unanticipated changes related to competitive factors in the fresh foods or packaged foods industries; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; changes in legislation or governmental regulations; risks associated with assumptions made in connection with critical accounting estimates and legal proceedings; risks related to international operations; risks related to environmental, social, and governance goals and initiatives; and other risks inherent in Calavo’s and Mission’s businesses.

All such factors are difficult to predict, are beyond Calavo’s and Mission’s control, and are subject to additional risks and uncertainties, including those detailed in Calavo’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on its website at www.ir.calavo.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov, and those detailed in Mission’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Mission’s website at www.investors.missionproduce.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither Calavo nor Mission undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

NO OFFER OR SOLICITATION

This communication is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transaction, Calavo and Mission intend to file a joint proxy statement with the SEC and Calavo intends to file with the SEC a registration statement on Form S-4 that will include the joint proxy statement of Calavo and Mission and that will also constitute a prospectus of Calavo (the “Joint Proxy Statement/Prospectus”). Each of Calavo and Mission may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Joint Proxy Statement/Prospectus or registration statement or any other document that Calavo or Mission may file with the SEC. The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of Calavo and Mission. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT CALAVO, MISSION AND THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement and Joint Proxy Statement/Prospectus (if and when available) and other documents containing important information about Calavo , Mission and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the Form S-4 and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Calavo may be obtained free of charge on Calavo’s website at www.ir.calavo.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Calavo’s Corporate Secretary at Attention: Corporate Secretary, Calavo Growers, Inc., 1141A Cummings Road, Santa Paula, CA 93060. Copies of the registration statement and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Mission may be obtained free of charge on Mission’s website at www.investors.missionproduce.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Mission’s Corporate Secretary at Attention: Corporate Secretary, Mission Produce, Inc., 2710 Camino Del Sol, Oxnard, CA 93030.

PARTICIPANTS IN THE SOLICITATION

Calavo, Mission and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Calavo, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Calavo’s annual report on Form 10-K for the year ended October 31, 2024, including under the heading “ Directors, Executive Officers, and Corporate Governance;” proxy statement for Calavo’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on February 28, 2025, including under the headings and subheadings “Executive Compensation,” “Proposal No. 1 Election Board of Directors,” and “Common Stock Ownership Information of Certain Beneficial Owners and Managers;” and Item 5.02 of Calavo’s current reports on Form 8-K filed on November 13, 2025, November 25, 2025, and December 12, 2025. To the extent holdings of Calavo Common Stock by the directors and executive officers of Calavo have changed from the amounts reflected therein, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 (“Form 3”), Statements of Changes in Beneficial Ownership on Form 4 (“Form 4”) or Annual Statements of Changes in Beneficial Ownership of Securities on Form 5 (“Form 5”), subsequently filed by Calavo’s directors and executive officers with the SEC. Information about the directors and executive officers of Mission, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Mission’s annual report on Form 10-K for the year ended October 31, 2025, and proxy statement for Mission’s 2025 Annual Meeting of Stockholders, which was filed with the SEC on February 25, 2025, including under the headings and subheadings “2024 Director Composition,” “Executive Compensation” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent holdings of Mission Shares by the directors and executive officers of Mission have changed from the amounts reflected therein, such changes have been or will be reflected on Forms 3, Forms 4 or Forms 5, subsequently filed by Mission’s directors and executive officers with the SEC. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement and Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors and security holders should read the registration statement and Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of any of the documents referenced herein from Calavo or Mission using the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of January 14, 2026, by and among Calavo Growers, Inc., Mission Produce, Inc., Cantaloupe Merger Sub I, Inc. and Cantaloupe Merger Sub II, LLC.
10.1†		Form of Executive Officer Retention Agreement.
99.1		Investor Presentation.
99.2		Joint Press Release dated January 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Calavo Growers, Inc. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

† Identifies each management contract or compensatory plan or arrangement.

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.
January 14, 2026
				By:		/s/ B. John Lindeman
				Name:		B. John Lindeman
				Title:		President and Chief Executive Officer
						(Principal Executive Officer)

FAQ

What merger did Calavo Growers (CVGW) announce with Mission Produce?

Calavo Growers, Inc. entered into an Agreement and Plan of Merger with Mission Produce, Inc. under which Calavo will merge in a two-step structure into Mission-controlled entities, leaving a Mission subsidiary as the surviving company.

What consideration will Calavo Growers (CVGW) shareholders receive in the Mission merger?

At the first merger’s effective time, each Calavo common share will be converted into 0.9790 Mission common shares plus $14.85 in cash, with cash paid instead of any fractional Mission shares, and an adjustment mechanism that increases the stock portion if it would otherwise fall below 43% of total value.

How will Calavo Growers (CVGW) stock options and RSUs be treated in the merger?

At closing, outstanding Calavo options under its equity plans will fully vest, be cancelled, and paid in cash based on the merger consideration value to the extent they are in the money, while underwater options will be cancelled for no payment. Calavo RSUs, including deferred RSUs, will vest if unvested, be cancelled, and their holders will receive cash equal to the number of underlying shares multiplied by the merger consideration value.

What conditions must be satisfied before the Calavo–Mission merger can close?

The merger requires approvals from Calavo shareholders and Mission stockholders, expiration or termination of applicable antitrust and foreign investment waiting periods, absence of legal prohibitions, Nasdaq authorization for listing the Mission shares to be issued, effectiveness of a Form S-4 registering those shares, and satisfaction of customary accuracy, performance, officer certificate, and tax opinion conditions.

Are there termination or reverse termination fees in the Calavo–Mission merger agreement?

Yes. Calavo must pay Mission a termination fee of approximately $12.87M in certain situations, including specified failures to obtain Calavo shareholder approval or acceptance of a superior proposal. Mission must pay Calavo a reverse termination fee of about $15.02M if the deal fails due to timing out or regulatory blocks with other conditions satisfied, and about $12.87M if Mission stockholder approval fails in certain board-recommendation scenarios.

What retention or change-in-control benefits were granted to Calavo executives in connection with the merger?

Calavo entered into Executive Retention Agreements with its Chief Financial Officer, James Snyder, and Executive Vice President of the Calavo Foods Division, Ronald Araiza, providing one-time retention bonuses of $559,000 and $447,000, respectively, upon an earn date tied to a first anniversary or a change in control, as well as severance and additional one-time bonuses equal to 50% of base salary upon certain terminations or if a change in control occurs during their employment.

Will Calavo Growers (CVGW) hold a 2026 annual meeting given the pending Mission merger?

Calavo’s board currently expects not to hold a 2026 annual meeting of stockholders in order to facilitate timely completion of the mergers. If it later decides to hold an annual meeting before the merger closes, it will announce the meeting date and related shareholder proposal and nomination deadlines.