Welcome to our dedicated page for Calavo Growers SEC filings (Ticker: CVGW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Calavo Growers, Inc. filings document material-event reports for a California fresh produce and avocado-products company with common stock registered on the Nasdaq Global Select Market under CVGW. Recent disclosure subjects include operating and financial results, dividend record-date and payment information, material agreements, capital-structure matters, shareholder-voting materials, and governance items such as executive retention and compensatory arrangements.
The company's regulatory record also describes its Fresh and Prepared business activities, including avocado sourcing, produce packing and distribution, and guacamole and avocado-product processing, together with formal corporate-governance and public-company reporting disclosures.
Mission Produce, Inc. and Calavo Growers, Inc. are proceeding with a proposed merger governed by an Agreement and Plan of Merger dated January 14, 2026. Mission Produce filed a Form S-4 registration statement on March 9, 2026, amended it on March 18, 2026, and the Registration Statement was declared effective by the SEC on March 20, 2026.
The Joint Proxy Statement/Prospectus was filed on March 20, 2026; Calavo intends to mail the definitive Joint Proxy Statement/Prospectus to Calavo shareholders on March 25, 2026. A special stockholder meeting is scheduled for April 28, 2026, and votes must be received by April 27, 2026 to be counted.
Calavo Growers, Inc. and Mission Produce, Inc. disclosed that their joint proxy statement/prospectus relating to the proposed merger, filed on Form S-4, was declared effective by the SEC on March 20, 2026.
The companies say the definitive Joint Proxy Statement/Prospectus will be mailed to Calavo shareholders on March 25, 2026, and investors are urged to read the Registration Statement and Joint Proxy Statement/Prospectus for important information about the proposed transaction under the Agreement and Plan of Merger dated January 14, 2026.
Mission Produce and Calavo propose a merger under an Agreement and Plan of Merger dated January 14, 2026 to combine the two avocado businesses.
Under the Merger, each share of Calavo common stock will convert into 0.9790 shares of Mission Produce common stock plus $14.85 in cash per share. Based on closing prices, the implied Merger Consideration was $27.15 on January 13, 2026 and $26.75 on March 17, 2026. Post-closing ownership is expected to be approximately 20% for former Calavo shareholders and 80% for Mission Produce stockholders, using counts as of March 17, 2026.
Each company will hold virtual special meetings on April 28, 2026; the record date for voting is March 16, 2026. The joint proxy statement/prospectus and the Merger Agreement are incorporated into a Form S-4 registration statement.
Calavo Growers, Inc. furnished a press release reporting results for the three-month period ended January 31, 2026. The company disclosed the ongoing proposed merger with Mission Produce, Inc. and noted that Mission Produce filed a Form S-4 registration statement that has not yet become effective.
The filing states the definitive Joint Proxy Statement/Prospectus will be mailed to stockholders if and when available and directs readers to the SEC and each company’s investor website for copies. The merger-related disclosures are subject to customary closing conditions, regulatory approvals, and stockholder votes.
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. reported weaker results for the quarter ended January 31, 2026. Net sales fell to $122.2 million from $154.4 million, mainly because avocado prices dropped about 35%, partly offset by a 17% increase in carton volume. The Fresh segment declined 25%, while Prepared segment sales grew 20% on higher guacamole volumes.
Gross profit was stable at $15.2 million, but higher selling, general and administrative costs of $16.4 million (including $4.9 million merger-related costs and $1.8 million higher stock-based compensation) led to an operating loss of $1.4 million. Net income attributable to Calavo dropped to $0.7 million, or $0.04 per diluted share, from $4.4 million or $0.25 a year earlier.
Operating activities used $8.7 million of cash, and cash and equivalents declined to $47.7 million, with no borrowings under a $75 million credit facility and $32.1 million available to draw. The company paid and declared quarterly dividends of $0.20 per share and continues to carry an $11 million provision related to a Mexican 2013 tax assessment and a large Mexican VAT receivable of $60.8 million. A pending merger with Mission Produce progressed with a Form S-4 filing, and a brief avocado industry disruption in Mexico caused only a one-day facility shutdown.
Calavo Growers, Inc. filed Amendment No. 1 to its annual report to add the Part III sections on directors, executive compensation, ownership and auditor matters, which were omitted previously because no proxy statement was filed amid a pending acquisition by Mission Produce.
The filing details an eight‑member board, committee structures and governance policies, including codes of ethics, insider‑trading and anti‑hedging rules. It explains that fiscal 2025 executive bonuses under the performance plan were not earned because Adjusted Net Income of $28.9 million fell below the $34 million threshold, though several discretionary cash bonuses and later retention agreements were granted to key executives.
The amendment also discloses CEO total pay of $79,857 and a CEO pay ratio of 1.7:1, director fee and RSU programs, outstanding and exercisable options (including 500,000 options held by former CEO Lecil Cole), equity plan share availability, significant related‑party avocado purchases from entities tied to Mr. Cole and director J. Link Leavens, and 2025 audit and tax fees totaling $2.153 million paid to Deloitte & Touche.
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. reports that Fourth Sail-related entities beneficially own 1,109,341 Ordinary Shares, representing 6.21% of the class as of 02/06/2026. The filing states the ownership percentage is based on 17,874,079 Class A Common Shares outstanding. Fourth Sail Long Short LLC directly holds 1,109,341 shares, and Fourth Sail Capital LP, Fourth Sail Capital US LP and Ariel Merenstein are disclosed as affiliated reporting persons with shared voting and dispositive power over those shares.
Mission Produce plans to acquire Calavo Growers in a cash-and-stock transaction valued at approximately $430 million. Calavo shareholders are expected to receive $27.00 per share, made up of $14.85 in cash plus 0.9790 shares of Mission Produce stock for each Calavo share. The offer represents roughly a 20% premium to Calavo’s share price prior to the announcement and about a 26% premium to the 30‑day volume-weighted average price. The combined business targets around $25 million or more of annual cost synergies and is described as more than 20% accretive to earnings in the first full fiscal year after closing, assuming the anticipated synergies. Mission expects a pro forma net leverage ratio of about 1.7x, including roughly $188 million of new acquisition debt, supported by strong combined cash flow to pay down debt.