CALAVO GROWERS INC 8-K

What Happened

• Calavo Growers, Inc. announced that the Hart-Scott-Rodino (HSR) waiting period in connection with its previously disclosed merger agreement with Mission Produce expired at 11:59 p.m. ET on April 17, 2026, satisfying one regulatory condition to closing. The merger agreement (dated January 14, 2026) contemplates a two-step transaction: Merger Sub I will merge into Calavo (First Merger), then the surviving Calavo will merge into Merger Sub II (Second Merger), with Mission Produce ultimately owning the combined business. The parties expect to close the transaction in the fiscal quarter ending July 31, 2026, subject to remaining closing conditions.

Key Details

• Merger Agreement signed January 14, 2026; HSR waiting period expired April 17, 2026.
• Remaining approvals needed: Calavo shareholders, Mission Produce stockholders, and Mexican antitrust authorities.
• Mission Produce filed a Form S-4 (registration statement) on March 9, 2026 (amended March 18) that was declared effective March 20; joint proxy/prospectus mailed around March 25, 2026.
• Expected closing window: fiscal quarter ending July 31, 2026, but completion remains subject to customary conditions.

Why It Matters

• For investors, the HSR clearance removes a key U.S. regulatory hurdle, reducing one source of timing uncertainty for the merger. However, the deal is not yet final: shareholder votes and Mexican antitrust approval are still required before closing. Calavo and Mission Produce have filed a joint proxy/prospectus (Form S-4) with detailed transaction terms, risks and voting materials—investors should read those documents before deciding how to vote or invest. Copies are available on the SEC website (www.sec.gov) and the companies’ investor sites (Calavo: www.ir.calavo.com/financial-information/sec-filings; Mission Produce: www.investors.missionproduce.com/financial-information/sec-filings).