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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.
Calavo Growers, Inc. filed a current report to note that it issued a press release on January 14, 2026 announcing financial results for the three‑month and twelve‑month periods ended October 31, 2025. The press release is furnished as Exhibit 99.1 and, consistent with Form 8‑K rules, this information is treated as furnished rather than filed, limiting its exposure to certain Exchange Act liabilities.
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.
A holder of common stock in the issuer filed a Form 144 indicating an intention to sell 12,800 shares through broker Charles Schwab Corp. The planned sale has an aggregate market value of $328,960.00, based on the figures provided, with 17,874,079 shares of this class shown as outstanding and the approximate sale date listed as 01/16/2026 on the Nasdaq exchange.
The securities to be sold were previously acquired in an open market purchase on 04/10/2025, with 12,800 shares bought and payment made on 04/11/2025 by broker’s check. The section covering securities sold during the past three months does not list any additional sales by this person.
Mission Produce agreed to acquire Calavo Growers through a two-step merger structure. For each share of Calavo common stock, holders are expected to receive 0.9790 Mission Produce shares plus $14.85 in cash, with cash paid instead of any fractional Mission shares. The deal is structured so the stock portion of the total value is intended to be at least 43%, and if needed, part of the cash will be replaced with additional Mission shares at an agreed price to support tax treatment as a reorganization under Section 368(a) of the Internal Revenue Code.
All outstanding Calavo stock options, restricted stock units and deferred RSUs will vest (if unvested) and be cancelled at closing in exchange for cash based on the combined cash-and-stock merger value, with underwater options cancelled for no payment. One independent Calavo director will join Mission’s board in the class with the longest remaining term. Closing requires shareholder approvals at both companies, antitrust and other regulatory clearances, Nasdaq listing of new Mission shares and effectiveness of a Form S-4 registration statement.
The agreement includes a termination fee of approximately $12.87 million payable by Calavo to Mission in specified deal-failure scenarios and a reverse termination fee of approximately $15.02 million payable by Mission to Calavo if the merger cannot close due to timing or blocking regulatory orders after other conditions are satisfied.
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 on its avocado-focused business and a planned merger with Mission Produce. Under a January 14, 2026 Merger Agreement, each Calavo share is expected to be converted into consideration valued at $27.00 per share, consisting of 0.9790 Mission shares plus $14.85 in cash, subject to shareholder approvals, antitrust clearances and other customary closing conditions, with no assurance the deal will close.
Calavo operates two segments: Fresh (avocados, tomatoes, papayas) and Prepared (guacamole and avocado pulp), sourcing mainly from California and Mexico and serving large retail and foodservice customers. The company highlights key risks, including seasonal and price volatility in perishable produce, reliance on its top ten customers for about half of net sales, and concentration of guacamole production in a single Mexican plant.
Calavo also discloses a long-running dispute with the Mexican tax authority over a 2013 assessment now totaling about $187.0 million and related employee profit-sharing, as well as delayed recovery of Mexican VAT receivables of $55.8 million as of October 31, 2025. Management believes its tax positions are supportable but acknowledges that an adverse outcome could materially affect its financial condition and potentially impact its credit facility.
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.