CVGW

CALAVO GROWERS, INC._March 12, 2026 0001133470false00011334702026-03-122026-03-12 ​

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, 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 March 12, 2026, Calavo Growers, Inc., (“Calavo” or the “Company”) issued a press release announcing our financial results for the three-month period ended January 31, 2026. 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended to be, and shall not constitute, an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

IMPORTANT ADDITIONAL INFORMATION FILED WITH THE SEC

In connection with the proposed transaction between the Company and Mission Produce, Inc. (“Mission Produce”) pursuant to the certain Agreement and Plan of Merger dated January 14, 2026 among the Company and Mission Produce, Mission Produce filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File Number 333-294128) (the “Registration Statement”) that includes the joint proxy statement of Calavo and Mission Produce and that constitutes a prospectus of Mission Produce (the “Joint Proxy Statement/Prospectus”), but the Registration Statement has not yet become effective. Each of Calavo and Mission Produce may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the Joint Proxy Statement/Prospectus or registration statement or any other document that Calavo or Mission Produce may file with the SEC. The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of Mission Produce and shareholders of Calavo. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY B

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