Every 8-K that Calavo Growers Inc (CVGW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CVGW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CVGW filings page.
Calavo Growers, Inc. completed its previously announced merger with Mission Produce, Inc. on May 28, 2026 through a two-step merger structure. Each share of Calavo common stock was converted into the right to receive 0.9790 Mission Produce shares plus $14.85 in cash per share, subject to cash in lieu of fractional shares.
The aggregate merger consideration to Calavo shareholders was approximately 17,531,182 Mission Produce shares and $265,922,425 in cash, funded by Mission Produce with cash on hand and third-party debt. In connection with closing, Calavo repaid all obligations under, and terminated, its existing credit agreement.
Calavo common stock is being removed from listing on the Nasdaq Global Select Market following a Form 25 filing, and Mission Produce or the surviving company intends to file Form 15 to deregister Calavo shares and suspend Exchange Act reporting. A change in control occurred, and all Calavo directors resigned effective at the first merger effective time.
Calavo Growers, Inc. reports a key step forward in its sale to Mission Produce. Mexico’s Federal Economic Competition Commission has granted antitrust clearance for Mission Produce’s pending acquisition of Calavo, satisfying the merger agreement’s Mexican antitrust closing condition.
With this approval in place, Calavo and Mission Produce currently expect the mergers to close on May 28, 2026, subject to the continued satisfaction of all remaining closing conditions. The companies note that a Form S-4 registration statement, including a joint proxy statement/prospectus, is effective and was mailed to shareholders on or about March 25, 2026, and they urge investors to review these materials for full details of the transaction and related risks.
Calavo Growers, Inc. shareholders approved the Agreement and Plan of Merger with Mission Produce, Inc. at a special meeting held on April 28, 2026. The merger will occur through a two-step structure in which Calavo is first merged into a Mission subsidiary and then into a second Mission entity.
Of 17,874,079 shares entitled to vote, 13,082,457 shares were present, and the merger agreement received 12,110,759 votes in favor. A separate, non-binding advisory proposal on merger-related executive compensation did not pass. Closing still depends on regulatory approvals in Mexico, and Calavo’s Nasdaq listing is expected to end once the mergers close.
Calavo Growers, Inc. reports that the antitrust waiting period under the Hart-Scott-Rodino Act for its planned merger with Mission Produce, Inc. expired at 11:59 p.m. Eastern time on April 17, 2026, satisfying one of the conditions to closing.
The transaction involves a two-step merger in which Calavo will first become a wholly owned subsidiary of Mission Produce and then merge into a Mission Produce subsidiary. Completion of the mergers still depends on approvals from Calavo shareholders, Mission Produce stockholders, and Mexico antitrust authorities, along with other customary closing conditions.
Subject to meeting these requirements, the parties expect to consummate the mergers in the fiscal quarter ending July 31, 2026. The filing also reminds investors that detailed terms and disclosures are contained in Mission Produce’s effective Form S-4 registration statement and the joint proxy statement/prospectus mailed to shareholders.
Calavo Growers, Inc. updated the timing mechanics of its previously declared quarterly dividend. The Board had declared a quarterly cash dividend of $0.20 per share on common stock, payable on April 29, 2026, to shareholders of record as of April 1, 2026.
On April 13, 2026, the Board amended the dividend record date to April 24, 2026. The dividend amount of $0.20 per share and the payment date of April 29, 2026 remain unchanged. The change was made in connection with Nasdaq notice requirements for dividend actions.
Calavo Growers, Inc. reported softer results for the first fiscal quarter ended January 31, 2026 while advancing its planned merger with Mission Produce. Net sales fell to $122.2 million from $154.4 million, as Fresh segment sales dropped 25% to $104.7 million on a 35% decline in average avocado prices, partly offset by a 17% increase in avocado carton volume and weaker tomato sales. Prepared segment sales rose 20% to $17.5 million, driven by 21% higher volumes, new customers and expanded relationships.
Gross profit was $15.2 million (12% margin) versus $15.7 million (10% margin) a year earlier, but SG&A increased to $16.4 million, including about $7.2 million of non-recurring items such as $4.9 million of merger-related costs. GAAP net income attributable to Calavo declined to $0.7 million or $0.04 per diluted share from $4.4 million or $0.25. Adjusted net income was $4.8 million or $0.27 per diluted share, down from $6.3 million or $0.35, and Adjusted EBITDA was $8.0 million versus $9.3 million.
The company ended the quarter with $47.7 million of cash, total liquidity of $79.8 million, and total debt of $3.9 million. Calavo reiterated that its merger with Mission Produce, already approved by both boards, is expected to close in the third fiscal quarter of 2026, subject to regulatory and shareholder approvals and other customary conditions.
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.
Calavo Growers, Inc. filed a current report to disclose that it issued a press release with its financial results for the three-month and twelve-month periods ended October 31, 2025. The press release, dated January 14, 2026, is furnished as Exhibit 99.1 and contains the detailed results of operations and financial condition for those periods.
The company notes that this information, including Exhibit 99.1, is being furnished under a provision that means it is not treated as filed for certain liability purposes under the federal securities laws and is only incorporated into other filings if specifically referenced.
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.
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.
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. reported that it issued a press release on September 9, 2025 announcing its financial results for the three-month and nine-month periods ended July 31, 2025. The press release is provided as Exhibit 99.1 and is furnished, rather than filed, which means it is not subject to certain Exchange Act liabilities or automatically incorporated into other SEC documents unless specifically referenced.