Mission Produce Inc.

04/20/2026 | Press release | Distributed by Public on 04/20/2026 05:00

Material Event (Form 8-K)

Item 8.01

Other Events.

As previously disclosed, on January 14, 2026, Mission Produce, Inc. ("Mission Produce") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among Mission Produce, Calavo Growers, Inc. ("Calavo"), Cantaloupe Merger Sub I, Inc. ("Merger Sub I") and Cantaloupe Merger Sub II, LLC ("Merger Sub II"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub I will merge with and into Calavo (the "First Merger"), with Calavo surviving the First Merger as a wholly owned subsidiary of Mission Produce (the "Surviving Corporation"), and (ii) immediately following the First Merger, and as the second step in a single integrated transaction with the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the "Second Merger," and together with the First Merger, the "Mergers"), with Merger Sub II continuing as the surviving entity in the Second Merger and a wholly owned subsidiary of Mission Produce.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in connection with the Mergers, expired at 11:59 p.m., Eastern time, on April 17, 2026. The expiration of the waiting period under the HSR Act satisfies one of the conditions to consummating the Mergers. The consummation of the Mergers remains subject to other customary closing conditions, including receipt of approval from Mission Produce stockholders and Calavo shareholders and approval from the Mexico antitrust authorities. Subject to satisfaction of these conditions, the parties expect to consummate the Mergers in the fiscal quarter ending July 31, 2026.

Important Information About the Proposed Transaction and Where to Find It

On March 9, 2026, Mission Produce filed a registration statement on Form S-4 (as amended, the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), which includes a prospectus with respect to the shares of Mission Produce's common stock to be issued in the First Merger and a joint proxy statement for Mission Produce's stockholders and Calavo's shareholders. On March 18, 2026, Mission Produce filed Amendment No. 1 to the Registration Statement. The Registration Statement was declared effective on March 20, 2026, and Mission Produce filed a final prospectus on March 20, 2026, and Calavo filed a definitive proxy statement on March 20, 2026 (together, the "Joint Proxy Statement/Prospectus"). Mission Produce commenced mailing the Joint Proxy Statement/Prospectus to its stockholders and Calavo commenced mailing the Joint Proxy Statement/Prospectus to its shareholders on or about March 25, 2026. Each of Mission Produce and Calavo may also file with or furnish to the SEC other relevant documents regarding the Mergers. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that Mission Produce may mail to its stockholders or Calavo may mail to its shareholders in connection with the Mergers.

INVESTORS AND SECURITY HOLDERS OF MISSION PRODUCE AND CALAVO ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE MERGERS OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY CONTAIN IMPORTANT INFORMATION REGARDING MISSION PRODUCE, CALAVO, THE MERGERS AND RELATED MATTERS.

Investors and security holders are able to obtain free copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents containing important information about Mission Produce, Calavo and the proposed transaction through the website maintained by the SEC at http://www.sec.gov. Copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Mission Produce may be obtained free of charge on Mission Produce's website at www.investors.missionproduce.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Mission Produce's Corporate Secretary at Attention: Corporate Secretary, Mission Produce, Inc., 2710 Camino Del Sol, Oxnard, CA 93030. Copies of the Registration Statement and Joint Proxy Statement/Prospectus (if and when available) and other documents filed with the SEC by Calavo may be obtained free of charge on Calavo's website at www.ir.calavo.com/financial-information/sec-filings or, alternatively, by directing a request by mail to Calavo's Corporate Secretary at Attention: Corporate Secretary, Calavo Growers, Inc., 1141A Cummings Road, Santa Paula, CA 93060.

Participants in the Solicitation

Mission Produce, Calavo and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with the proposed transaction. Information about Mission Produce's directors and executive officers is available in Mission Produce's Annual Proxy Statement, which was filed with the SEC on February 24, 2026. Information about Calavo's directors and executive officers is available in Calavo's annual report on Form 10-K for the year ended October 31, 2025, as amended. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement and Joint Proxy Statement/Prospectus, and all other relevant materials filed or to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Registration Statement and Joint Proxy Statement/Prospectus carefully before making any voting or investment decisions.

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 of 1933, as amended.

Mission Produce Inc. published this content on April 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 20, 2026 at 11:01 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]