Short answer
CALAVO GROWERS INC (CVGW) filed an 8-K current report with the SEC on May 29, 2026 reporting Item 1.02 (Termination of a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 3.01 (Notice of Delisting), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure/Election of Directors or Officers). Credit Agreement terminated concurrently with Mergers closing.
- This filing includes Item 3.01, an item that often signal trouble.
CALAVO GROWERS INC 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.02 · Termination of a Material Definitive Agreement
- Credit Agreement terminated concurrently with Mergers closing
- Calavo repaid all outstanding obligations under the facility
- Debt extinguishment removes associated lender commitments and financing arrangements
Item 2.01 · Completion of Acquisition or Disposition of Assets
- Calavo shareholders received 0.9790 Mission Produce shares plus $14.85 cash per Calavo share
- Aggregate consideration: approximately 17,531,182 Mission Produce shares and $265,922,425 cash
- Cash funding combined Mission Produce’s available cash with third-party debt financing
- Transaction value specified at $27.69 per Calavo share, establishing equity-award settlement value
- Calavo equity awards vested and were cancelled, with options, RSUs, and deferred RSUs settled in cash
Item 3.01 · Notice of Delisting
- Nasdaq delisting effective May 28, 2026 following completion of the Mergers
- Form 25 removes Calavo common stock from Nasdaq and Section 12(b) registration
- Mission Produce or Merger Sub II plans Form 15 filing to deregister shares
- SEC reporting obligations under Sections 13 and 15(d) expected to be suspended
Item 3.03 · Material Modification to Rights of Security Holders
- Calavo common shareholders lost shareholder rights at the first merger effective time
- Continuing holders retain only the right to receive merger consideration under the merger agreement
- Cancelled and dissenting shares excluded from standard merger consideration treatment
- Material change reflects merger completion and termination of Calavo’s public-equity ownership rights
Item 5.01 · Changes in Control of Registrant
- Calavo merged into Merger Sub II, making Merger Sub II the surviving company
- Change in control became effective on the closing date
- Transaction structure eliminated Calavo as the surviving corporate entity
Item 5.02 · Departure/Election of Directors or Officers
- All eight Calavo directors resigned at the First Effective Time upon consummation of the First Merger
- Resignations included board committee roles, indicating a complete governance transition
- Departures were transaction-driven, with no disagreements cited with Calavo or management
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other CALAVO GROWERS INC 8-K filings
Get the next CVGW 8-K as it lands
Follow CVGW for push alerts, or ask the research agent what this filing means.