CVGW

CALAVO GROWERS, INC._January 14, 2026 0001133470false00011334702026-01-142026-01-14 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 14, 2026

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​

California ​ ​ 000-33385 ​ ​ 33-0945304

(State or other jurisdiction of incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ 1141-A Cummings Road, Santa Paula, California 93060

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (805) 525-1245 (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ ​ ​ ​ ​

Title of each class ​ ​ Trading Symbol(s) ​ ​ Name of each exchange on which registered

Common Stock ​

CVGW

​ Nasdaq Global Select Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​

Item 2.02. Results of Operations and Financial Condition. On January 14, 2026, Calavo Growers, Inc., (the “Company”) issued a press release announcing our financial results for the three-month and twelve-month periods ended October 31, 2025.  A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ​ ​ Item 9.01. Financial Statements and Exhibits. ​

​

​

(d) Exhibits ​

​ 99.1 Press Release dated January 14, 2026 of the Company.

​ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​ ​ ​ ​

2

​ ​ ​ ​

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ Calavo Growers, Inc.

January 20, 2026 ​

​ By: /s/ B. John Lindeman

​ Name: B. John Lindeman

​ Title: President and Chief Executive Officer

​ ​ (Principal Executive Officer)

​ ​ ​

3

0001133470false00011334702025-09-092025-09-09 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 9, 2025

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter) ​ ​

​

​

​

​

California

000-33385

33-0945304

(State or other jurisdiction of incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ ​

​

​

1141-A Cummings Road, Santa Paula, California

93060

(Address of principal executive offices) ​ (Zip Code)

​ Registrant’s telephone number, including area code: (805) 525-1245

(Former name or former address, if changed since last report) ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ​

CVGW

​ Nasdaq Global Select Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

​ ​ ​ ​

Item 2.02. Results of Operations and Financial Condition.

​ On September 9, 2025, Calavo Growers Inc., (the “Company”) issued a press release announcing our financial results for the three-month and nine-month periods ended July 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. ​ In accordance with General Instruction B.2 of Form 8 - K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ​ Item 9.01. Financial Statements and Exhibits. ​ (d) Exhibits

​ 99.1 Press Release dated September 9, 2025 of the Company.

​ 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

​ ​ ​ ​ ​ ​

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​ Calavo Growers, Inc.

September 11, 2025 ​

​ By: /s/ Lecil Cole

​ Lecil Cole

​ Chief Executive Officer (Principal Executive Officer)

​ ​ ​

3

0001133470false00011334702025-03-122025-03-12 ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 12, 2025

CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter) ​ ​

​

​

​

​

California

000-33385

33-0945304

(State or Other Jurisdiction of Incorporation) ​ (Commission File Number) ​ (IRS Employer Identification No.)

​ 1141-A Cummings Road, Santa Paula, California 93060

(Address of Principal Executive Offices) (Zip Code)

(Former Name or Former Address, if Changed Since Last Report) ​ Registrant’s telephone number, including area code: (805) 525-1245 ​ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ​

CVGW

​ Nasdaq Global Market

​ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ ​ ​ ​

Item 2.02 Results of Operations and Financial Condition. On March 12, 2025, Calavo Growers, Inc. (Calavo) issued a press release containing our financial results for the three-month period ended January 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed by Calavo under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. ​ ​ Item 9.01. Financial Statements and Exhibits. ​ (d) Exhibits

​ 99.1 Press release dated March 12, 2025 of the Registrant.

​ 104 Cover Page Interactive Data File (formatted as inline XBRL).

​ ​ ​ ​

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ​ ​ Calavo Growers, Inc.

March 12, 2025 ​

​ By: /s/ Lecil Cole

​ Lecil Cole

​ Chief Executive Officer (Principal Executive Officer)

​ ​ ​

3