Calavo Growers (NASDAQ: CVGW) deregisters 1.397M S-3 shares after merger

Rhea-AI Filing Summary

Calavo Growers, Inc. deregistered 1,397,213 shares of common stock previously registered on Form S-3. The company filed a Post-Effective Amendment No. 1 to remove any unsold shares under Registration No. 333-199754. The amendment states that, effective May 28, 2026, the company completed two-step merger transactions with Mission Produce and its subsidiaries.

The filing says the Registrant terminated offers and sales of the registered shares and removed any remaining unsold shares from registration in accordance with the prior undertaking in the Registration Statement.

Insights

Corporate Counsel

Legal close-out following merger: deregistration of unsold S-3 shares.

The Post-Effective Amendment states the Registrant removed from registration 1,397,213 shares that had been registered under Form S-3 (No. 333-199754). The filing ties the deregistration to the completion of the two-step mergers effective May 28, 2026.

The operative qualifier is the Registrant's prior undertaking to remove unsold shares by post-effective amendment; timing and cash-flow treatment are governed by the Merger Agreement terms cited in the excerpt.

M&A Strategist

Transaction execution: two-step statutory mergers produced successor LLC and closed prior equity registration.

The excerpt describes a First Merger (Merger Sub I into the Registrant) followed by a Second Merger (Registrant into Merger Sub II), resulting in Calavo Growers, LLC as successor by merger. The filing expressly states offers and sales of the registered shares were terminated.

Subsequent disclosures or agreements may describe consideration or post-closing mechanics; this amendment documents the administrative step of deregistering any unsold shares.

Key Figures

Registered shares: 1,397,213 shares Registration number: 333-199754 Merger effective date: May 28, 2026

3 metrics

Registered shares 1,397,213 shares originally registered on Form S-3

Registration number 333-199754 Form S-3 registration referenced in amendment

Merger effective date May 28, 2026 effective date of the two-step mergers with Mission Produce

Key Terms

Post-Effective Amendment, Form S-3, deregister

3 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. 333-199754)"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Calavo Growers (CVGW) deregister in this filing?

Calavo deregistered 1,397,213 shares of Common Stock that had been registered on Form S-3 (Registration No. 333-199754). The amendment removes any unsold shares that remained under that registration.

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

The amendment was filed to comply with the Registrant's undertaking to remove from registration any shares unsold at the termination of the offering. The filing effectuates deregistration after the related transactions closed.

When did the merger transactions referenced in the filing become effective?

The filing states the Mergers became effective on May 28, 2026, reflecting a two-step merger sequence with Mission Produce and its subsidiaries that produced the successor entity.

Does the filing state who will receive proceeds from any sales of the registered shares?

The amendment states the Registrant terminated offers and sales of the registered shares; it does not state proceeds recipients or pricing details in the provided excerpt.

What is the Registration Statement number associated with the deregistered shares?

The shares were originally registered under Form S-3, Registration No. 333-199754, which is referenced in the Post-Effective Amendment as the registration being amended.

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

Registration No. 333-199754

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. 333-199754) (the “Registration Statement”) previously filed by Calavo Growers, Inc., a California corporation (the “Registrant”) with the Securities and Exchange Commission (the “SEC”) on October 31, 2014 to register the offer and sale of 1,397,213 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.