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- Delisting (new) — Calavo Common Stock delisted from Nasdaq following merger completion—expected outcome for acquired company.
Mission Produce closes $266M Calavo Growers acquisition, issues 17.5M shares
Filed May 29, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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Mission Produce completed acquisition of Calavo Growers on May 28, 2026, paying $14.85 cash plus 0.979 Mission shares per Calavo share—totaling ~$266M cash and 17.5M shares. Calavo delisted from Nasdaq same day.
Item 2.01: Acquisition verify on EDGAR → -
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Cash portion funded through new borrowings under Mission's credit agreement with Bank of America, increasing company's debt load and future interest expense.
Item 2.01: Financing verify on EDGAR → -
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Deal represents significant dilution to existing Mission shareholders through issuance of 17.5M new shares, while combining two major avocado/produce companies to expand market presence.
Item 2.01: Consideration verify on EDGAR → -
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Kathleen Holmgren, former Calavo vice-chair, appointed to Mission's Board as Class III director with term through 2029. Will receive standard non-employee director compensation.
Item 5.02: Board appointment verify on EDGAR → -
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Mission will file Calavo's audited financials and pro forma combined results within 71 days, allowing investors to assess the merged entity's financial profile.
Item 9.01: Financial statements verify on EDGAR →
Summary
Mission Produce closed its transformative acquisition of Calavo Growers on May 28, 2026, combining two major players in the avocado and fresh produce industry. The deal valued Calavo at approximately $266 million in cash plus 17.5 million Mission shares, with each Calavo shareholder receiving $14.85 cash and 0.979 Mission shares per share held.
Mission funded the cash portion through new borrowings under its Bank of America credit facility, increasing leverage, while the share issuance represents meaningful dilution to existing holders. Retail investors should care because this merger significantly expands Mission's scale and market position but comes at the cost of higher debt and immediate shareholder dilution.
The combined entity should benefit from operational synergies and broader distribution, but integration risks and debt service will pressure near-term margins. Watch for the pro forma financials due within 71 days—these will reveal the merged company's leverage ratios, combined revenue run-rate, and management's synergy targets. The appointment of former Calavo board vice-chair Kathleen Holmgren to Mission's board signals continuity and may smooth integration.
Section-by-Section Diff
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Item 2.01 — Completion of Acquisition or Disposition of Assets filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In order to fund the cash portion of the Merger Consideration and to pay certain other transaction costs and expenses, on the Closing Date, Mission Produce borrowed additional funds under the term loan facilities and the revolving credit facility, in each case, governed by that certain Amended and Restated Credit Agreement (the “Credit Agreement”), dated April 1, 2026, by and among Mission Produce, Bank of America, N.A., as administrative agent, and the other parties thereto.
Mission Produce borrowed additional funds under its credit agreement with Bank of America to finance the $266 million cash portion of the acquisition. The increased debt levels will affect the company's leverage ratios and interest expense going forward.
Added in current filing · verify on EDGAR →
Subject to applicable tax withholding, (i) each outstanding Calavo option that was outstanding immediately prior to the First Effective Time became fully vested, was cancelled and converted into the right to receive a cash payment equal to the excess, if any, of the per-share merger consideration value over the applicable exercise price, multiplied by the number of shares subject to the Calavo option, and (ii) each outstanding Calavo restricted stock unit (including any deferred restricted stock units) that was outstanding immediately prior to the First Effective Time vested, was cancelled and converted into the right to receive a cash payment equal to the per-share merger consideration value multiplied by the number of shares subject to such award.
All outstanding Calavo stock options and restricted stock units were fully vested and cashed out at closing. Option holders received the difference between the merger consideration value and their exercise price, while RSU holders received the full merger consideration value in cash.
Added in current filing · verify on EDGAR →
On May 28, 2026, Nasdaq filed with the SEC a Notification of Removal from Listing and/or Registration Under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to remove shares of Calavo Common Stock from listing on Nasdaq and withdraw the registration of Calavo Common Stock under Section 12(b) of the Exchange Act.
Calavo Common Stock was delisted from Nasdaq on May 28, 2026, following completion of the merger. The surviving entity was renamed from Cantaloupe Merger Sub II, LLC to Calavo Growers, LLC and will operate as a wholly owned subsidiary of Mission Produce.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
In connection with the closing of the Mergers, effective as of the Closing Date, Kathleen Holmgren was appointed to the Board of Directors of the Company (the “Board”). Ms. Holmgren was appointed to fill a newly created seat on the Board and will serve as a Class III director, with a term expiring at the Company’s 2029 annual meeting of stockholders.
Mission Produce expanded its Board by creating a new seat for Kathleen Holmgren, who will serve as a Class III director until 2029. This appointment occurred in connection with the closing of mergers referenced elsewhere in the filing. Ms. Holmgren brings extensive technology and operations experience, having previously served as vice-chair and compensation committee chair at Calavo (the apparent merger counterparty) and currently serving on the board of Extreme Networks.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Ms. Holmgren, 68, served as vice-chair of the Board of Directors and chair of the Compensation Committee of Calavo from January 2017 until the First Effective Time, and as a member of the Board of Directors of Extreme Networks, Inc. (NASDAQ: EXTR) since November 2015.
Holmgren's appointment appears strategically tied to the Calavo merger, as she served in senior board roles at Calavo until the merger closed. Her concurrent service on the Extreme Networks board and prior executive roles at Sun Microsystems and Automation Anywhere suggest she brings technology operations expertise to Mission Produce's board composition.
Added in current filing · verify on EDGAR →
The newly appointed director will not receive compensation from the Company for her services as a director other than the Company’s standard non-employee director compensation program.
Holmgren will receive standard non-employee director compensation with no special arrangements. The company also entered into its standard indemnification agreement with her, consistent with protections provided to other directors.
Event · Item 7.01 — Regulation FD Disclosure
Mission Produce completed mergers and issued a press release announcing the transaction closure on May 28, 2026.
Added in current filing · verify on EDGAR →
On the Closing Date, Mission Produce issued a press release announcing the completion of the Mergers described under Item 2.01 above.
Mission Produce announced the completion of merger transactions on the closing date. The 8-K references Item 2.01 for merger details but does not include that section in the provided text. The press release is attached as Exhibit 99.1.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The company is furnishing rather than filing this information under Regulation FD. This means the disclosure is not subject to Section 18 liability and will not be automatically incorporated by reference into other SEC filings unless specifically referenced.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Agreement and Plan of Merger, dated January 14, 2026, by and among Mission Produce, Inc., Calavo Growers, Inc., Cantaloupe Merger Sub I, Inc. and Cantaloupe Merger Sub II, LLC
Mission Produce has completed its acquisition of Calavo Growers, Inc. pursuant to a merger agreement originally dated January 14, 2026. The company is filing this 8-K to announce the transaction close and will provide required financial statements and pro forma information within 71 days.
Added in current filing · verify on EDGAR →
The Company intends to file the financial statements of Calavo required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
Mission Produce is using the permitted 71-day extension to file Calavo's audited financial statements. This is a standard practice for acquisition announcements, allowing time to prepare required disclosures about the acquired business.
Added in current filing · verify on EDGAR →
The Company intends to file the pro forma financial information required by Item 9.01(b) as an amendment to this Current Report on Form 8-K no later than 71 days after the required filing date for this Current Report on Form 8-K.
Mission Produce will file pro forma financial information showing the combined company's results within 71 days. This will help investors understand the financial impact of combining Mission Produce and Calavo Growers operations.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify