CALAVO GROWERS INC 8-K

What Happened Calavo Growers, Inc. (CVGW) filed a Form 8-K on May 29, 2026 reporting that the previously announced mergers closed on May 28, 2026, resulting in a change in control. As part of the closing, Calavo repaid all outstanding obligations and terminated its Credit Agreement dated June 26, 2023 (with Wells Fargo Bank, N.A. as administrative agent). Nasdaq filed a Form 25 on May 28, 2026 to remove Calavo common stock from the Nasdaq Global Select Market and withdraw its registration under Section 12(b). Following that removal, Mission Produce or its merger subsidiary intends to file Form 15 to deregister the shares and suspend Calavo’s reporting obligations under Sections 13 and 15(d).

Key Details

• Mergers effective: May 28, 2026; Merger Sub I merged into Calavo, and then Calavo merged into Merger Sub II (Merger Sub II is the surviving company) — change in control occurred on the closing date.
• Credit facility: All obligations under the Credit Agreement dated June 26, 2023 (and any amendments) were repaid and the agreement was terminated; Wells Fargo Bank, N.A. was administrative agent.
• Listing/registration: Nasdaq filed Form 25 on May 28, 2026 to remove Calavo common stock from Nasdaq and withdraw 12(b) registration; a Form 15 deregistration/suspension is intended to be filed thereafter.
• Merger agreement: The Agreement and Plan of Merger dated January 14, 2026 is referenced as Exhibit 2.1 (schedules/exhibits omitted from the filing but available to the SEC on request).

Why It Matters

• Delisting and deregistration mean Calavo’s shares will no longer trade on Nasdaq and the company expects to suspend SEC reporting — investors will receive less public disclosure and may face reduced liquidity and transparency.
• The change in control confirms mission-related ownership and governance shifts described in the merger agreement, which can affect strategic direction and management decisions.
• Repayment and termination of the credit agreement eliminate outstanding bank debt obligations disclosed in the filing, which may alter the company’s balance sheet and lender relationships.