Calavo Growers (NASDAQ: CVGW) deregisters 201,939 shares post-merger

Rhea-AI Filing Summary

Calavo Growers, Inc. filed a Post-Effective Amendment to its Form S-3 (Registration No. 333-191702) to deregister 201,939 shares of common stock that remained unsold under that registration. The amendment states the deregistration is effective following the closing of a merger with Mission Produce, which became effective May 28, 2026.

The amendment cites the Agreement and Plan of Merger dated January 14, 2026, and confirms the company has removed from registration any unsold shares that were previously registered for offer and sale under the Registration Statement.

Insights

Corporate Transactions Lawyer

Post-effective amendment formally removes unsold S-3 shares after closing of a merger.

The filing confirms that 201,939 shares of common stock previously registered on Form S-3 (No. 333-191702) are being deregistered pursuant to an undertaking in the registration statement. The deregistration follows the mergers effected under the January 14, 2026 Merger Agreement with Mission Produce.

Key dependencies include the stated effective date of the Mergers (May 28, 2026) and the registrant's prior undertaking to remove unsold registered shares by post-effective amendment. Cash‑flow treatment and any remaining issuance mechanics are not described in the excerpt.

Key Figures

Registered shares removed: 201,939 shares Registration number: 333-191702 Merger effective date: May 28, 2026 +1 more

4 metrics

Registered shares removed 201,939 shares registered on Form S-3 (No. 333-191702)

Registration number 333-191702 Form S-3 registration statement

Merger effective date May 28, 2026 Mergers with Mission Produce became effective

Merger agreement date January 14, 2026 Agreement and Plan of Merger date

Key Terms

Post-Effective Amendment, Form S-3, deregister, Merger Sub

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 1 relates to the Registration Statement"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 regulatory

"Registration Statement on Form S-3 (No. 333-191702)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

deregister regulatory

"is being filed to deregister any and all such shares that remain unsold"

Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.

Merger Sub other

"Cantaloupe Merger Sub I, Inc., a Delaware corporation"

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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As filed with the Securities and Exchange Commission on May 29, 2026

Registration No. 333-191702

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

California		33-0945304
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

c/o Mission Produce, Inc.

2710 Camino Del Sol,

Oxnard, CA 93030

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

John Pawlowski

President and Chief Executive Officer

c/o Mission Produce, Inc.

2710 Camino Del Sol,

Oxnard, CA 93030

(805) 981-3650

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Steven Stokdyk

Darren Guttenberg

Latham & Watkins LLP

10250 Constellation Blvd., Suite 1100

Los Angeles, CA 90067

(213) 891-7421

Approximate date of commencement of proposed sale to the public: N/A. This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (No. 333-191702) (the “Registration Statement”) previously filed by Calavo Growers, Inc., a California corporation (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on October 11, 2013 to register the offer and sale of 201,939 shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”). This Post-Effective Amendment is being filed to deregister any and all such shares that remain unsold or otherwise unissued as of the date hereof under the Registration Statement (the “Shares”).

Effective May 28, 2026 pursuant to and in accordance with the Agreement and Plan of Merger, dated as of January 14, 2026 (the “Merger Agreement”), by and among the Registrant, Mission Produce, Inc., a Delaware corporation (“Mission Produce”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Mission Produce (“Merger Sub I”) and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission Produce (“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 Registrant, 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 the Registrant 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 (such merger, the “Second Merger” and together with the First Merger, the “Mergers”).

As a result of the Mergers and the other transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offers and sales of the Shares of Common Stock registered pursuant to the Registration Statement and is deregistering the remaining Shares registered but unsold as of the effective time of the First Merger under the Registration Statement, if any. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for offer and sale under the Registration Statement that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any and all such Shares registered but unsold as of the date of this Post-Effective Amendment. The Registration Statement is amended, as appropriate, to reflect the deregistration of the Shares as of the date of this Post-Effective Amendment.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post Effective Amendment No.1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oxnard, State of California, on May 28, 2026.

Calavo Growers, LLC As successor by merger to Calavo Growers, Inc.
By:		/s/ John Pawlowski
Name:		John Pawlowski
Title:		Manager

No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

FAQ

What did Calavo Growers (CVGW) deregister in the post-effective amendment?

Calavo deregistered 201,939 shares of its common stock that remained unsold under Form S-3 (Registration No. 333-191702). The amendment removes those registered but unsold shares following the transactions described in the Merger Agreement.

Why did Calavo file a Post-Effective Amendment No. 1?

The amendment deregesters unsold shares per an undertaking in the original registration statement. It effectuates removal of any shares still registered for offer and sale as of the effective time of the First Merger.

When did the merger with Mission Produce become effective?

The filing states the Mergers were effective May 28, 2026. The Agreement and Plan of Merger is dated January 14, 2026, and the deregistration is tied to the Mergers becoming effective.

Does the amendment state how proceeds are treated or who receives cash?

The amendment does not describe proceeds or cash treatment. It solely states the removal from registration of any registered but unsold shares; no use‑of‑proceeds or cash‑flow allocation is provided in the excerpt.

What registration statement is affected by this amendment?

Form S-3 Registration No. 333-191702 is amended; the amendment removes the previously registered 201,939 shares of common stock that remained unsold under that Registration Statement.