{"filing":{"accession_number":"0001193125-26-246170","cik":"0001133470","ticker":"CVGW","company_name":"CALAVO GROWERS INC","form":"8-K","filing_date":"2026-05-29","report_date":null,"primary_document":"d334380d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"events":[{"id":8084,"run_id":7098,"accession_number":"0001193125-26-246170","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Calavo Growers was acquired by Mission Produce in a two-step merger transaction, with shareholders receiving 0.9790 Mission Produce shares plus $14.85 cash per Calavo share (approximately 17.5 million Mission Produce shares and $265.9 million in cash in aggregate consideration). The merger resulted in a change of control, termination of Calavo's credit facility, delisting from Nasdaq, and cessation of shareholder rights in the independent company.","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29","form":"8-K","submitted_at":null,"items":[{"id":2659,"accession_number":"0001193125-26-246170","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes termination of a credit agreement \"in connection with the closing of the Mergers,\" indicating that a material acquisition or change-of-control transaction has closed. While Item 1.02 formally addresses agreement termination, the substantive event is the completion of a merger that triggered repayment and termination of the company's primary credit facility. This is material to investors as it signals a completed M\u0026A transaction and refinancing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2660,"accession_number":"0001193125-26-246170","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Calavo Growers was acquired by Mission Produce. The filing details the merger consideration (0.9790 Mission Produce shares plus $14.85 cash per Calavo share), treatment of equity awards, and aggregate consideration of approximately 17.5 million Mission Produce shares and $265.9 million in cash. This is a material acquisition/change of control event that fundamentally alters the registrant's status as an independent public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2661,"accession_number":"0001193125-26-246170","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Calavo disclosed that Nasdaq filed a Form 25 on May 28, 2026 to remove shares of Calavo Common Stock from listing on Nasdaq and withdraw registration under Section 12(b) of the Exchange Act. This is a definitive delisting event triggered by the effectiveness of a merger, with Mission Produce or Merger Sub II intending to file Form 15 to deregister the shares and suspend reporting obligations. The disclosure directly addresses Item 3.01 and represents a terminal change in listing status material to any investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2662,"accession_number":"0001193125-26-246170","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses a material modification to security holder rights in connection with a merger transaction. The prose explicitly states that Calavo Common Stock holders \"ceased to have any rights as shareholders in Calavo\" upon the \"First Effective Time\" of the \"Mergers,\" with their only remaining right being receipt of merger consideration. This is a terminal change of control event. The reference to Items 2.01 and 3.01 (which typically cover acquisitions and plan of merger/reorganization) confirms this is part of a completed or substantially completed merger transaction, making it a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2663,"accession_number":"0001193125-26-246170","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a two-step merger transaction where Merger Sub I merged with Calavo (with Calavo as surviving corporation), followed immediately by Calavo merging into Merger Sub II, resulting in an explicit change of control. This is a material acquisition/change of control event under Item 5.01, constituting a fundamental M\u0026A transaction that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""},{"id":2664,"accession_number":"0001193125-26-246170","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 5.02 formally discloses director resignations, the prose explicitly states these resignations were \"solely in connection with the consummation of the First Merger\" and references incorporation of Item 2.01 (M\u0026A activity). The material event is the merger completion, not routine director departures. The resignations are a mechanical consequence of the merger's consummation at the \"First Effective Time.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":2659,"accession_number":"0001193125-26-246170","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes termination of a credit agreement \"in connection with the closing of the Mergers,\" indicating that a material acquisition or change-of-control transaction has closed. While Item 1.02 formally addresses agreement termination, the substantive event is the completion of a merger that triggered repayment and termination of the company's primary credit facility. This is material to investors as it signals a completed M\u0026A transaction and refinancing event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"},{"id":2660,"accession_number":"0001193125-26-246170","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"This Item 2.01 discloses the completion of a merger in which Calavo Growers was acquired by Mission Produce. The filing details the merger consideration (0.9790 Mission Produce shares plus $14.85 cash per Calavo share), treatment of equity awards, and aggregate consideration of approximately 17.5 million Mission Produce shares and $265.9 million in cash. This is a material acquisition/change of control event that fundamentally alters the registrant's status as an independent public company.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"},{"id":2661,"accession_number":"0001193125-26-246170","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Calavo disclosed that Nasdaq filed a Form 25 on May 28, 2026 to remove shares of Calavo Common Stock from listing on Nasdaq and withdraw registration under Section 12(b) of the Exchange Act. This is a definitive delisting event triggered by the effectiveness of a merger, with Mission Produce or Merger Sub II intending to file Form 15 to deregister the shares and suspend reporting obligations. The disclosure directly addresses Item 3.01 and represents a terminal change in listing status material to any investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"},{"id":2662,"accession_number":"0001193125-26-246170","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"This Item 3.03 discloses a material modification to security holder rights in connection with a merger transaction. The prose explicitly states that Calavo Common Stock holders \"ceased to have any rights as shareholders in Calavo\" upon the \"First Effective Time\" of the \"Mergers,\" with their only remaining right being receipt of merger consideration. This is a terminal change of control event. The reference to Items 2.01 and 3.01 (which typically cover acquisitions and plan of merger/reorganization) confirms this is part of a completed or substantially completed merger transaction, making it a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"},{"id":2663,"accession_number":"0001193125-26-246170","item_number":"5.01","item_title":"Changes in Control of Registrant","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses a two-step merger transaction where Merger Sub I merged with Calavo (with Calavo as surviving corporation), followed immediately by Calavo merging into Merger Sub II, resulting in an explicit change of control. This is a material acquisition/change of control event under Item 5.01, constituting a fundamental M\u0026A transaction that would materially affect investor assessment of the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"},{"id":2664,"accession_number":"0001193125-26-246170","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"While Item 5.02 formally discloses director resignations, the prose explicitly states these resignations were \"solely in connection with the consummation of the First Merger\" and references incorporation of Item 2.01 (M\u0026A activity). The material event is the merger completion, not routine director departures. The resignations are a mechanical consequence of the merger's consummation at the \"First Effective Time.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-30T02:10:09.340768+00:00","company_name":"CALAVO GROWERS INC","ticker":"CVGW","filing_date":"2026-05-29"}]}