As filed with the Securities and Exchange Commission on March 9, 2026

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Mission Produce, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-39561		95-3847744
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

 

2710 Camino Del Sol

Oxnard, CA 93030

(805) 981-3650

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

 

Stephen J. Barnard

Chief Executive Officer

2710 Camino Del Sol

Oxnard, CA 93030

(805) 981-3650

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

 

 

With copies to:

 

Steven Stokdyk Darren Guttenberg Latham & Watkins LLP 10250 Constellation Blvd., Suite 1100 Los Angeles, CA 90067 (213) 891-7421		Larry Laubach Seth Popick Rikisha Collins Cozen O’Connor 1650 Market Street, Suite 2800 Philadelphia, PA 19103 (215) 665-4666

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon completion of the merger described in the enclosed document. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer		☐		Accelerated filer		☒
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date or dates as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Based on Mission Produce’s closing stock price on January 13, 2026, the implied value of the Merger Consideration was $27.15, which represents a premium of approximately 26% over the 30-trading-day volume weighted average trading price per share of Calavo Common Stock on January 13, 2026, the last full trading day prior to the day on which the Mission Produce Board and the Calavo Board approved the Transaction. Based on Mission Produce’s closing stock price on March 6, 2026, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, the implied value of the Merger Consideration was $28.35 per share. The common stock of each of Mission Produce and Calavo is listed on the Nasdaq Stock Market LLC under the symbol “AVO” and “CVGW,” respectively. We urge you to obtain current market quotations for Mission Produce Common Stock and Calavo Common Stock.

Each of Mission Produce and Calavo will hold a special meeting of its stockholders in connection with the transactions contemplated by the Merger Agreement (the “Transaction”).

Mission Produce’s special meeting of stockholders (including any adjournment or postponement thereof, the “Mission Produce Special Meeting”) will be held virtually on    , 2026 at    , Pacific Time (unless it is adjourned or postponed to a later date), via live audio webcast at www.virtualshareholdermeeting.com/AVO2026SM. At the Mission Produce Special Meeting, Mission Produce stockholders will be asked to consider and vote on the following matters: (a) a proposal to approve the issuance of Mission Produce Common Stock in connection with the Mergers, pursuant to the Merger Agreement (the “Mission Produce Share Issuance Proposal”) and (b) a proposal to adjourn the Mission Produce Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Mission Produce Special Meeting to approve the Mission Produce Share Issuance Proposal or if quorum is not present at the Mission Produce Special Meeting (the “Mission Produce Adjournment Proposal”), in each case as more fully described in the accompanying joint proxy statement/prospectus. The Mission Produce Board has unanimously approved and declared advisable the Merger Agreement and the Transaction, including the Mergers and the Mission Produce Share Issuance, and unanimously recommends that Mission Produce stockholders vote “FOR” the Mission Produce Share Issuance Proposal and the Mission Produce Adjournment Proposal.

Calavo’s special meeting of shareholders (including any adjournment or postponement thereof, the “Calavo Special Meeting”) will be held virtually on    , 2026 at    , Pacific Time (unless it is adjourned or postponed to a later date), via live audio-visual webcast at www.virtualshareholdermeeting.com/CVGW2026SM. At the Calavo Special Meeting, Calavo shareholders will be asked to consider and vote on the following matters: (a) a proposal to approve the Merger Agreement pursuant to which Merger Sub I will merge with and into Calavo, with Calavo surviving the First Merger (the “Merger Agreement Proposal”); (b) a non-binding, advisory proposal to approve compensation that will or may become payable by Calavo to its named executive officers in connection with the Transaction (the “Merger-Related Compensation Proposal”); and (c) a proposal to approve the adjournment of the Calavo Special Meeting from time to time to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Agreement Proposal (the “Calavo Adjournment Proposal”). The Calavo Board has unanimously approved and declared advisable the Merger Agreement and the Transaction, including the First Merger, and unanimously recommends that Calavo shareholders vote “FOR” the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Calavo Adjournment Proposal.

The accompanying joint proxy statement/prospectus contains detailed information about Mission Produce, Calavo, the Merger Agreement and the Transaction, including the Mergers and the Mission Produce Share Issuance. In particular, please see the section entitled “Risk Factors” beginning on page 36. A copy of the Merger Agreement is attached as Annex A to the accompanying joint proxy statement/prospectus. We encourage you to read the accompanying joint proxy statement/prospectus and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain information about Mission Produce and Calavo from the U.S. Securities and Exchange Commission.

Your vote is very important regardless of the number of shares of Mission Produce Common Stock or Calavo Common Stock that you own. The Mergers cannot be consummated unless Mission Produce stockholders approve the issuance of shares of Mission Produce Common Stock pursuant to the Merger Agreement and Calavo shareholders approve the adoption of the Merger Agreement.

Whether or not you plan to attend your respective company’s special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at that meeting.

 

 

 

Please carefully read this entire document, including “Risk Factors” beginning on page 36, for a discussion of the risks relevant to the merger.

Neither the Securities and Exchange Commission nor any state securities regulatory authority has approved or disapproved of the Mergers or the securities to be issued under the accompanying joint proxy statement/prospectus or has passed upon the adequacy or accuracy of the disclosure in the accompanying joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of the accompanying proxy statement/prospectus is    , 2026, and it is first being mailed or otherwise delivered to the stockholders of Mission Produce and shareholders of Calavo on or about    , 2026.

Mission Produce, Inc.

2710 Camino Del Sol

Oxnard, California 93030

(805) 981-3650

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON    , 2026

To the Stockholders of Mission Produce, Inc. (“Mission Produce”):

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Mission Produce (the “Mission Produce Special Meeting”), will be held at     , Pacific Time, on     , 2026 via live audio webcast at www.virtualshareholdermeeting.com/AVO2026SM. The Mission Produce Special Meeting will be held exclusively online via live audio webcast.

We are pleased to notify you of, and invite you to attend, the Mission Produce Special Meeting. At the Mission Produce Special Meeting, Mission Produce stockholders will be asked to consider and vote on the following matters:

 

1.

a proposal to approve the issuance of Mission Produce common stock, par value $0.001 per share (“Mission Produce Common Stock”), pursuant to the Agreement and Plan of Merger, dated as of January 14, 2026 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Mission Produce, Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission Produce, Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission Produce, and Calavo Growers, Inc., a California corporation, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “Mission Produce Share Issuance Proposal”); and

 

2.

a proposal to adjourn the Mission Produce Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Mission Produce Special Meeting to approve the Mission Produce Share Issuance Proposal or if quorum is not present at the Mission Produce Special Meeting (the “Mission Produce Adjournment Proposal”).

Approval of the Mission Produce Share Issuance Proposal is required to consummate the Mergers.

Mission Produce will transact no other business at the Mission Produce Special Meeting, except for business properly brought before the Mission Produce Special Meeting or any adjournment or postponement thereof by or at the direction of the Mission Produce board of directors (the “Mission Produce Board”). The joint proxy statement/prospectus of which this notice is part, describes the matters to be considered at the Mission Produce Special Meeting in more detail.

The Mission Produce Board has set     , 2026 as the record date for the Mission Produce Special Meeting for determining the Mission Produce stockholders entitled to notice of and to vote at the Mission Produce Special Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on     , 2026 are entitled to notice of, and to vote at, the special meeting.

You may listen to the live audio webcast of the Mission Produce Special Meeting via the internet at www.virtualshareholdermeeting.com/AVO2026SM. Instructions on how to participate in the Mission Produce Special Meeting via live audio webcast are described in the accompanying joint proxy statement/prospectus and posted at www.virtualshareholdermeeting.com/AVO2026SM.

Your vote is very important regardless of the number of shares of Mission Produce Common Stock that you own. The Mergers cannot be consummated without approval of the Mission Produce Share Issuance Proposal by the affirmative vote of a majority in voting power of Mission Produce Shares present

in person or represented by proxy and entitled to vote thereon (the “Requisite Mission Produce Stockholder Approval”), at the Mission Produce Special Meeting, or any adjournment or postponement thereof. Whether or not you expect to participate in the Mission Produce Special Meeting, Mission Produce urges you to submit a proxy to have your shares voted as promptly as possible either: (a) via the internet at www.proxyvote.com (see enclosed proxy card for instructions); (b) by telephone (see enclosed proxy card for instructions); or (c) by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Mission Produce Special Meeting. If your shares are held in “street name” by a bank, broker, nominee, trustee or other record holder, please follow the instructions on the voting instruction card furnished by such bank, broker, nominee, trustee or other record holder.

The Mission Produce Board has unanimously approved and declared advisable the Merger Agreement and the Transaction, including the Mergers and the Mission Produce Share Issuance, and unanimously recommends that you vote “FOR” the Mission Produce Share Issuance Proposal and the Mission Produce Adjournment Proposal.

The joint proxy statement/prospectus of which this notice is a part provides a detailed description of the Merger Agreement, the transactions contemplated thereby, including the Mergers and the Mission Produce Share Issuance, and the matters to be considered at the Mission Produce Special Meeting. A summary of the Merger Agreement is included in the joint proxy statement/prospectus in the sections entitled “The Mergers” and “The Merger Agreement,” and a copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus, each of which are incorporated by reference into this notice to the same extent as if fully set forth herein. We encourage you to carefully read this joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference herein in their entirety.

PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE MERGERS, THE MISSION PRODUCE SHARE ISSUANCE PROPOSAL, THE MISSION PRODUCE ADJOURNMENT PROPOSAL OR VOTING YOUR SHARES, PLEASE CONTACT:

Sodali & Co

[email protected]

Stockholders: (800) 662-5200 (toll free)

Banks and brokers: (203) 648-9400 (collect)

By Order of the Mission Produce Board,

Stephen J. Barnard

Chief Executive Officer

Oxnard, California

Dated:     , 2026

Calavo Growers, Inc.

1141-A Cummings Road

Santa Paula, California 93060

(805) 525-1245

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON    , 2026

To the Shareholders of Calavo Growers, Inc. (“Calavo”):

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of Calavo (including any adjournment or postponement thereof, the “Calavo Special Meeting”), will be held at    , Pacific Time, on    , 2026 via live audio-visual webcast at www.virtualshareholdermeeting.com/CVGW2026SM. The Calavo Special Meeting will be held exclusively online via live audio-visual webcast.

At the Calavo Special Meeting, Calavo shareholders will be asked to consider and vote on the following matters:

 

1.

a proposal to approve the Agreement and Plan of Merger, dated as of January 14, 2026 (the “Merger Agreement”), by and among Calavo, Mission Produce, Inc., a Delaware corporation (“Mission Produce”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission Produce (“Merger Sub I”), and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Mission Produce (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), a copy of which is included in the joint proxy statement/prospectus as Annex A, pursuant to which Merger Sub I will merge with and into Calavo (“First Merger”), with Calavo surviving the First Merger (the “Surviving Corporation”) (such proposal, the “Merger Agreement Proposal”);

 

2.

a non-binding, advisory proposal to approve compensation that will or may become payable by Calavo to its named executive officers in connection with the transactions contemplated by the Merger Agreement (the “Merger-Related Compensation Proposal”); and

 

3.

a proposal to approve the adjournment of the Calavo Special Meeting from time to time to a later date or dates, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Agreement Proposal (the “Calavo Adjournment Proposal”).

Approval of the Merger Agreement Proposal is required to consummate the Mergers.

Calavo will transact no other business at the Calavo Special Meeting, except for business properly brought before the Calavo Special Meeting. The joint proxy statement/prospectus of which this notice is part describes the matters to be considered at the Calavo Special Meeting in more detail.

The Calavo Special Meeting will be held in virtual meeting format only. You will not be able to attend the meeting physically in person. To attend the Calavo Special Meeting, you must be a shareholder on the record date. If you are a shareholder of record, to submit your proxy through the internet, you may vote your shares at www.proxyvote.com. You will need the control number found on your proxy card or voting instruction form. Instructions on how to participate in the Calavo Special Meeting via live audio-visual webcast are described in the accompanying joint proxy statement/prospectus and posted at www.virtualshareholdermeeting.com/CVGW2026SM. Beneficial shareholders who do not have a control number should follow the instructions provided on the voting instruction form provided by your bank, broker, nominee, trustee or other record holder. Beneficial owners that wish to vote at the Calavo Special Meeting must obtain a legal proxy from their bank, broker, nominee or other record holder prior to the Calavo Special Meeting and must have an electronic image (such as a .pdf file or scan) of the legal proxy with you if you are voting at the Calavo Special Meeting.

The Calavo Board has set     , 2026, as the record date for the Calavo Special Meeting for determining the Calavo shareholders entitled to notice of, and to vote at, the Calavo Special Meeting. Any shareholder of record entitled to vote at the Calavo Special Meeting is entitled to appoint a proxy to vote on such shareholder’s behalf. Such proxy need not be a holder of Calavo Common Stock, par value $0.001 per share (“Calavo Common Stock”).

Your vote is very important regardless of the number of shares of Calavo Common Stock that you own. The Mergers cannot be consummated without approval of the Merger Agreement Proposal by the affirmative vote of the holders of a majority of issued and outstanding shares of Calavo Common Stock entitled to vote (personally or by proxy) at the Calavo Special Meeting (the “Requisite Calavo Shareholder Approval”). To ensure you are represented at the Calavo Special Meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the internet. Please vote promptly whether or not you expect to attend the Calavo Special Meeting. Submitting a proxy now will not prevent you from being able to vote virtually at the Calavo Special Meeting.

Immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II (“Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger (the “Surviving Company”). Pursuant to the Merger Agreement, if the Mergers are completed, each issued and outstanding share of Calavo Common Stock will be converted into the right to receive (i) $14.85 in cash, without interest and (ii) 0.9790 shares of common stock, par value of $0.001, of Mission Produce (the “Mission Produce Common Stock”, such issuance of cash and Mission Produce Common Stock and together with the Mergers and the other transactions contemplated by the Merger Agreement, the “Transaction”). For additional information about the Merger Agreement and the Transaction, please see the sections entitled “Summary”, beginning on page 17 and “The Merger Agreement”, beginning on page 166 of the joint proxy statement/prospectus.

Pursuant to Chapter 13 of the General Corporation Law of the State of California (“CGCL”), holders of Calavo Common Stock who vote against the Merger Agreement Proposal and who otherwise strictly comply with the procedures set forth in Chapter 13 of the CGCL will have the right to seek the fair market value of their shares of Calavo Common Stock, as determined by the applicable California superior court, in lieu of receiving the Merger Consideration if the Transaction is completed. To exercise this dissenters’ right, a Calavo shareholder must strictly comply with the procedures prescribed by California law, which are summarized in the section titled “The Mergers—Dissenters’ Rights in the Mergers” beginning on page 141 of the enclosed proxy statement/prospectus.

The Calavo Board has unanimously approved and declared advisable the Merger Agreement and approved the Transaction, including the First Merger, and unanimously recommends that you vote “FOR” the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Calavo Adjournment Proposal.

The joint proxy statement/prospectus of which this notice is a part provides a detailed description of the Merger Agreement, the Transaction, including the Mergers, and the other matters to be considered at the Calavo Special Meeting. A summary of the Merger Agreement is included in the joint proxy statement/prospectus in the sections entitled “The Mergers” and “The Merger Agreement” and a copy of the Merger Agreement is attached as Annex A to the joint proxy statement/prospectus. We encourage you to carefully read the joint proxy statement/prospectus (including the annexes thereto) and any other documents incorporated by reference therein in their entirety.

 

By Order of the Calavo Board,
B. John Lindeman		Kathleen M. Holmgren
President and Chief Executive Officer		Chair of the Board of Directors

Santa Paula, California

   , 2026

PLEASE VOTE YOUR SHARES PROMPTLY. IF YOU ARE A RECORD HOLDER, YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE MERGERS, THE MERGER AGREEMENT PROPOSAL, THE MERGER-RELATED COMPENSATION PROPOSAL, THE CALAVO ADJOURNMENT PROPOSAL OR VOTING YOUR SHARES, PLEASE CONTACT:

Georgeson Advisory

51 West 52nd Street, 6th Floor

New York, NY 10019

[email protected]

Shareholders, banks, and brokers may call toll free: (866) 766-9287

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates by reference important business and financial information about Mission Produce and Calavo from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus and additional information, see “Where You Can Find More Information.”

You can obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge by requesting them in writing or by telephone from Sodali & Co, Mission Produce’s proxy solicitor and Georgeson Advisory, Calavo’s proxy solicitor, at the following addresses and telephone numbers:

 

		For Mission Produce Stockholders: 430 Park Ave, 14th Floor New York, NY 10022 [email protected] Stockholders: (800) 662-5200 (toll free) Banks and brokers: (203) 648-9400 (collect)				For Calavo Shareholders: 51 West 52nd Street, 6th Floor New York, NY 10019 [email protected] (866) 766-9287 (toll free)

You will not be charged for any of these documents that you request. To receive timely delivery of the documents in advance of your respective special meeting, you should make your request no later than     , 2026, which is five business days prior to the applicable special meeting.

You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC website at www.sec.gov. In addition, you may obtain copies of documents filed by Mission Produce with the SEC by accessing Mission Produce’s website at https://investors.missionproduce.com/ under the Financial Information tab. You may also obtain copies of documents filed by Calavo with the SEC by accessing Calavo’s website at https://ir.calavo.com under the Financials tab.

We are not incorporating the contents of the websites of the SEC, Mission Produce, Calavo or any other entity into this joint proxy statement/prospectus. We are providing information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

 

i

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

Except where the context otherwise states, Mission Produce has supplied all information contained in or incorporated by reference into this joint proxy statement/prospectus relating to Mission Produce (including the annexes hereto), and Calavo has supplied all information contained in or incorporated by reference into this joint proxy statement/prospectus relating to Calavo (including the annexes hereto). Mission Produce and Calavo both contributed information relating to the Mergers.

This joint proxy statement/prospectus forms a part of a registration statement on Form S-4 (Registration No. 333-    ) filed by Mission Produce with the SEC. It constitutes a prospectus of Mission Produce under Section 5 of the Securities Act (as defined below) with respect to the shares of Mission Produce Common Stock to be issued to Calavo shareholders in connection with the Mergers. It also constitutes a proxy statement under Section 14(a) of the Exchange Act (as defined below) and a notice of meeting (a) with respect to the Mission Produce Special Meeting at which Mission Produce stockholders will consider and vote on the Mission Produce Share Issuance Proposal and the Mission Produce Adjournment Proposal, and (b) with respect to the Calavo Special Meeting at which Calavo shareholders will consider and vote on the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Calavo Adjournment Proposal.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus (including the annexes hereto).

No one has been authorized to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus (including the annexes hereto). You should not assume that the information included as annexes or contained in any document incorporated by reference herein is accurate as of any date other than the date of such document. Any statement contained in a document incorporated or deemed to be incorporated by reference into this joint proxy statement/prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference into this joint proxy statement/prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this joint proxy statement/prospectus. Neither Mission Produce nor Calavo assumes any obligation to update the information contained in this joint proxy statement/prospectus (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this joint proxy statement/prospectus to the stockholders of Mission Produce or the shareholders of Calavo, nor Mission Produce or Calavo taking any actions contemplated hereby at any time, will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

ii

TABLE OF CONTENTS

 

GLOSSARY			iv
QUESTIONS AND ANSWERS			1
SUMMARY			17
MARKET PRICE AND DIVIDEND INFORMATION			34
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			35
RISK FACTORS			36
THE PARTIES			50
MISSION PRODUCE SPECIAL MEETING			51
MISSION PRODUCE PROPOSALS			56
CALAVO SPECIAL MEETING			58
CALAVO PROPOSALS			65
THE MERGERS			67
MISSION PRODUCE BENEFICIAL OWNERSHIP TABLE			148
CALAVO BENEFICIAL OWNERSHIP TABLE			150
DESCRIPTION OF MISSION PRODUCE STOCK			153
COMPARISON OF RIGHTS OF HOLDERS OF MISSION PRODUCE COMMON STOCK AND CALAVO COMMON STOCK			157
THE MERGER AGREEMENT			166
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			189
MISSION PRODUCE EXECUTIVE COMPENSATION			200
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS			201
LEGAL MATTERS			205
EXPERTS			206
DATES FOR SUBMISSION OF STOCKHOLDER AND SHAREHOLDER PROPOSALS FOR ANNUAL MEETINGS			207
HOUSEHOLDING OF JOINT PROXY STATEMENT/PROSPECTUS			209
WHERE YOU CAN FIND MORE INFORMATION			210

 

ANNEX A		AGREEMENT AND PLAN OF MERGER
ANNEX B		OPINION OF EVERCORE GROUP L.L.C.
ANNEX C		OPINION OF JEFFERIES LLC
ANNEX D		CHAPTER 13 OF THE GENERAL CORPORATION LAW OF THE STATE OF CALIFORNIA

 

iii

GLOSSARY

The following terms have the following meanings in this joint proxy statement/prospectus:

 

2013 Mexican Tax Assessment Payable		has the meaning set forth in “The Mergers—Certain Calavo Unaudited Prospective Financial Information.”
2026E EBIT		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
2027E EBIT		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
A&R Credit Agreement		has the meaning set forth in “The Mergers—Financing Matters.”
A&R Credit Facilities		has the meaning set forth in “The Mergers—Financing Matters.”
A&R Revolving Facility		has the meaning set forth in “The Mergers—Financing Matters.”
Accelerated Cole Options		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Acceptable Confidentiality Agreement		has the meaning set forth in “The Merger Agreement—Calavo Non-Solicitation; Calavo Change in Recommendation.”
Acquiring Person		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement—Non-Solicitation.”
Acquiror		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Additional Credit Facilities		has the meaning set forth in “The Mergers—Financing Matters.”
Adjusted EBITDA		has the meaning set forth in “The Mergers— Opinion of Calavo’s Financial Advisor.”
Adverse Recommendation Change		has the meaning set forth in Section 6.6(d) of the Merger Agreement.
Aggregate Cash Amount		means the aggregate amount of cash to be paid to holders of Calavo Common Stock (including in respect of any Dissenting Shares and any fractional shares) in exchange for their Calavo Common Stock.
Aggregate Stock Consideration		means the product of (i) the aggregate number of Mission Produce Shares to be delivered to holders of Calavo Common Stock in exchange for their Calavo Common Stock (disregarding any fractional shares), multiplied by (ii) the Agreed Mission Produce Share Price.
Agreed Mission Produce Share Price		means $12.41.
Anniversary Date		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
ASC 805		means Accounting Standards Codification Topic 805, Business Combinations.
Assumed Transaction Financing		has the meaning set forth in “Unaudited Pro Forma Condensed Combined Financial Information.”
Bank of America		means Bank of America, N.A.

 

iv

Bidder A		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder A Initial Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder A November 14 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder A September 18 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder B		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder B Initial Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder B January 11 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder B November 14 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder C		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidder C Initial Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Bidders		has the meaning set forth in “The Mergers—Background of the Transaction.”
BofA Securities		means BofA Securities, Inc.
Broadridge		means Broadridge Financial Solutions, Inc.
Calavo		means Calavo Growers, Inc., a California corporation.
Calavo 2011 MIP		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Calavo 2020 EIP		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Calavo 2026 Annual Meeting		has the meaning set forth in “Dates for Submission of Stockholder Proposals for Annual Meetings—Calavo.”
Calavo Adjournment Proposal		has the meaning set forth in “Calavo Special Meeting—Date, Time, Place and Purpose of the Calavo Special Meeting.”
Calavo Assumed Synergies		has the meaning set forth in “The Mergers— Opinion of Calavo’s Financial Advisor.”
Calavo Benefit Plan		has the meaning set forth in “The Merger Agreement—Conduct of Business of Calavo Prior to Completion of the First Merger.”
Calavo Board		means the Board of Directors of Calavo.
Calavo Board Recommendation		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Calavo Bylaws		means the bylaws of Calavo, as amended.

 

v

Calavo Common Stock		means the common stock of Calavo, par value $0.001 per share.
Calavo Compensation Committee		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Calavo Counterproposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Calavo Credit Agreement Termination		has the meaning set forth in “The Mergers—Financing Matters.”
Calavo Deferred RSUs		means each Calavo RSU pursuant to which the holder has a right to receive shares of Calavo Common Stock or cash on a deferred basis following vesting or lapse of restrictions applicable to such Calavo RSU.
Calavo Disclosure Letter		has the meaning set forth in “The Mergers—Background of the Transaction.”
Calavo Equity Awards		means, collectively, Calavo Options, Calavo Deferred RSUs, and Calavo RSUs.
Calavo Equity Plans		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Calavo Forecasts furnished to Evercore		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
Calavo Forecasts furnished to Jefferies		has the meaning set forth in “The Mergers—Opinion of Calavo’s Financial Advisor.”
Calavo Intervening Event		has the meaning set forth in “The Merger Agreement—Calavo Non-Solicitation; Calavo Change in Recommendation.”
Calavo January 10 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Calavo Management Unaudited Projections		has the meaning set forth in “The Mergers—Certain Calavo Unaudited Prospective Financial Information.”
Calavo Material Adverse Effect		has the meaning set forth in “The Merger Agreement—Material Adverse Effect.”
Calavo Notice Period		has the meaning set forth in “The Merger Agreement—Calavo Non-Solicitation; Calavo Change in Recommendation.”
Calavo Option(s)		means each outstanding option to purchase shares of Calavo Common Stock issued under any Calavo equity plan or otherwise.
Calavo Projected Cost Synergies		has the meaning set forth in “The Mergers—Certain Calavo Unaudited Prospective Financial Information.”
Calavo Record Date		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Calavo RSUs		means each RSU granted pursuant to a Calavo Equity Plan pursuant to which the holder has a right to receive shares of Calavo Common Stock or cash following vesting or lapse of restrictions.
Calavo Special Meeting		means Calavo’s special meeting of shareholders (including any adjournment or postponement thereof) to be held virtually on , 2026 at , Pacific Time (unless it is adjourned or postponed to a later date), via live audio-visual webcast at www.virtualshareholdermeeting.com/CVGW2026SM.

 

vi

Calavo Special Transactions Committee		has the meaning set forth in “The Mergers—Background of the Transaction.”
Cause; Good Cause		has the meaning set forth in the applicable agreement.
CEO Employment Agreement		has the meaning set forth in “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers.”
Certificate of First Merger		has the meaning set forth in “The Merger Agreement—Effective Times.”
Certificate of Second Merger		has the meaning set forth in “The Merger Agreement—Effective Times.”
CGCL		means the General Corporation Law of the State of California.
Change in Control Date		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Change in Control Period		has the meaning set forth in “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers.”
Closing		has the meaning set forth in Section 2.2 of the Merger Agreement.
Closing Date		has the meaning set forth in “The Mergers—Closing of the First Merger.”
CNA		means the Mexican National Antitrust Commission.
Code		means the Internal Revenue Code of 1986, as amended.
Cole Retirement Letter		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Cole Stock Option		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Combined Company		means Mission Produce and its subsidiaries, immediately following the completion of the Transaction.
Commitment Letter		has the meaning set forth in “The Mergers—Financing Matters.”
Commitment Parties		means, collectively, Bank of America and BofA Securities.
Company Disclosure Letter		means the disclosure letter that was delivered by Calavo to Mission Produce simultaneously with the execution of the Merger Agreement.
Competing Proposal		has the meaning set forth in Section 6.6(g)(i) of the Merger Agreement.
Continuing Employees		has the meaning set forth in “The Merger Agreement—Employee Benefits.”
Covered Executives		has the meaning set forth in “The Mergers— Interests of Mission Produce Directors and Executive Officers in the Mergers.”
Cozen O’Connor		means Cozen O’Connor, legal counsel to Calavo.
CVRs		has the meaning set forth in “The Mergers—Background of the Transaction.”
D&O Insurance		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
December 2025 Calavo Management Unaudited Projections		has the meaning set forth in “The Mergers—Background of the Transaction.”
Deferred RSU Consideration		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”

 

vii

Delay Draw Term Loan Facility		has the meaning set forth in “The Mergers—Financing Matters.”
DGCL		means the General Corporation Law of the State of Delaware.
Disclosure Letters		has the meaning set forth in “The Mergers—Background of the Transaction.”
Dissenting Shares		means shares of Calavo Common Stock held by a holder properly exercising dissenters’ rights under Chapter 13 of the CGCL.
Distribution Date		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
DLLCA		means the Delaware Limited Liability Company Act.
DOJ		means the U.S. Department of Justice.
Earn Date		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
EBIT		means earnings before interest and taxes.
EBITDA		means earnings before interest, taxes, depreciation and amortization.
Engagement Letter		has the meaning set forth in “The Mergers—Financing Matters.”
EPS		means earnings per share.
ERP		means enterprise resource planning.
Evercore		means Evercore Group L.L.C., financial advisor to Mission Produce.
Evercore Selected Companies		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
Evercore Selected Transactions		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
EVs		means enterprise values.
Exchange Act		means the Securities Exchange Act of 1934, as amended.
Exchange Agent		means the bank or trust company designated by Mission Produce (reasonably acceptable to Calavo) to handle exchanges of Calavo stock certificates and book- entry shares for the Merger Consideration.
Exchange Fund		has the meaning set forth in “The Merger Agreement—Exchange of Shares.”
Exchange Ratio		means 0.9790 shares of Mission Produce Common Stock for each share of Calavo Common Stock.
Excluded Shares		has the meaning set forth in “Summary—Merger Consideration.”
Exclusivity Agreement		has the meaning set forth in “The Mergers—Background of the Transaction.”
Existing Credit Agreement		has the meaning set forth in “The Mergers—Financing Matters.”
Existing Holder		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
Financing		has the meaning set forth in “The Mergers—Financing Matters.”
First Effective Time		has the meaning set forth in Section 2.3(a) of the Merger Agreement.
First Merger		has the meaning set forth in the Recitals of the Merger Agreement.

 

viii

Foreign Corrupt Practices Act; FCPA		has the meaning set forth in “Risk Factors—Risks Relating to the Combined Company.”
Form S-4		means the registration statement on Form S-4 filed by Mission Produce with the SEC, of which this joint proxy statement/prospectus forms a part.
Fourth Sail		has the meaning set forth in the “Calavo Beneficial Ownership Table.”
Fractional Share Consideration		means cash, without interest, in lieu of any fractional share of Mission Produce Common Stock, equal to the fractional amount multiplied by Agreed Mission Produce Share Price and rounded to the nearest cent.
FTC		means the Federal Trade Commission.
GAAP		means U.S. generally accepted accounting principles.
Georgeson Advisory		is a trade name of Georgeson, LLC.
Good Reason		has the meanings set forth in each respective agreement.
HSR Act		means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
Implied Spot Value Per Share		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
Implied VWAP Value Per Share		has the meaning set forth in “The Mergers—Summary of Evercore’s Financial Analysis.”
Indemnified Liabilities		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Indemnified Party; Indemnified Parties		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
IPO		has the meaning set forth in “Description of Mission Produce Stock—Registration Rights.”
IRS		means the Internal Revenue Service.
IVA Tax Receivable		has the meaning set forth in “The Mergers—Certain Calavo Unaudited Prospective Financial Information.”
Jefferies		means Jefferies LLC, financial advisor to Calavo.
Jefferies Selected Companies		has the meaning set forth in “The Mergers—Opinion of Calavo’s Financial Advisor.”
Jefferies Selected Transactions		has the meaning set forth in “The Mergers—Opinion of Calavo’s Financial Advisor.”
July 2025 Calavo Management Unaudited Projections		has the meaning set forth in “The Mergers—Background of the Transaction.”
Latham & Watkins		means Latham & Watkins LLP, legal counsel to Mission Produce.
Lindeman Offer Letter		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
LTM Adjusted EBITDA		means adjusted earnings before interest, taxes, depreciation, and amortization for the prior twelve months.
Material Adverse Effect		has the meaning set forth in “Summary—Expected Timing of the Mergers.”

 

ix

Merger Agreement		means the Agreement and Plan of Merger, dated January 14, 2026, by and among Mission Produce, Inc., Cantaloupe Merger Sub I, Inc., Cantaloupe Merger Sub II, LLC, and Calavo Growers, Inc., as amended from time to time.
Merger Agreement Proposal		has the meaning set forth in “Calavo Special Meeting—Date, Time, Place and Purpose of the Calavo Special Meeting.”
Merger Consideration		has the meaning set forth in Section 3.1(b) of the Merger Agreement.
Merger Consideration DCF		has the meaning set forth in “The Mergers—Opinion of Calavo’s Financial Advisor.”
Merger Consideration Value		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Merger Documents		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Merger-Related Compensation Proposal		has the meaning set forth in “Calavo Special Meeting—Date, Time, Place and Purpose of the Calavo Special Meeting.”
Mergers		means the First Merger and the Second Merger, collectively.
Merger Sub I		means Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission Produce.
Merger Sub II		means Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission Produce.
Merger Subs		means Merger Sub I and Merger Sub II.
Mission Produce		means Mission Produce, Inc., a Delaware corporation.
Mission Produce 2026 Annual Meeting		means the Mission Produce 2026 Annual Meeting of Stockholders held on April 9, 2026 or as adjourned or postponed to a later date.
Mission Produce Adjournment Proposal		has the meaning set forth in “Mission Produce Special Meeting—Date, Time, Place and Purpose of the Mission Produce Special Meeting.”
Mission Produce Adjusted Calavo Unaudited Projections		has the meaning set forth in “The Mergers—Certain Mission Produce Unaudited Prospective Financial Information.”
Mission Produce Adverse Recommendation Change		has the meaning set forth in “The Merger Agreement—Mission Produce Change in Recommendation.”
Mission Produce Assumed Costs		has the meaning set forth in “The Mergers—Certain Mission Produce Unaudited Prospective Financial Information.”
Mission Produce Assumed Cost Synergies		has the meaning set forth in “The Mergers—Certain Mission Produce Unaudited Prospective Financial Information.”
Mission Produce Assumed Synergies		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
Mission Produce Board		means the board of directors of Mission Produce.
Mission Produce Board Recommendation		has the meaning set forth in “Questions and Answers—For Mission Produce Stockholders.”
Mission Produce Bylaws		means the bylaws of Mission Produce, as amended.

 

x

Mission Produce Common Stock; Mission Produce Shares		means the shares of common stock, par value $0.001 per share, of Mission Produce.
Mission Produce Disclosure Letter		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Final Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Forecasts furnished to Evercore		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
Mission Produce Forecasts furnished to Jefferies		has the meaning set forth in “The Mergers—Opinion of Calavo’s Financial Advisor.”
Mission Produce January 7 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Initial Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Intervening Event		has the meaning set forth in “The Merger Agreement—Mission Produce Change in Recommendation.”
Mission Produce Management Unaudited Projections		has the meaning set forth in “The Mergers— Certain Mission Produce Unaudited Prospective Financial Information.”
Mission Produce Material Adverse Effect		has the meaning set forth in Appendix A of the Merger Agreement.
Mission Produce Notice Period		has the meaning set forth in “The Merger Agreement—Mission Produce Change in Recommendation.”
Mission Produce November 14 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce November 29 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Record Date		has the meaning set forth in “Questions and Answers—For Mission Produce Stockholders.”
Mission Produce Rights Agreement		has the meaning set forth in “Questions and Answers—About the Merger Agreement and the Mergers.”
Mission Produce September 18 Proposal		has the meaning set forth in “The Mergers—Background of the Transaction.”
Mission Produce Share Issuance		has the meaning set forth in Section 5.5 of the Merger Agreement.
Mission Produce Share Issuance Proposal		has the meaning set forth in “Mission Produce Special Meeting—Date, Time, Place and Purpose of the Mission Produce Special Meeting.”
Mission Produce Special Meeting		means Mission Produce’s special meeting of stockholders (including any adjournment or postponement thereof) to be held virtually on , 2026 at , Pacific Time (unless it is adjourned or postponed to a later date), via live audio webcast at www.virtualshareholdermeeting.com/AVO2026SM.
Named Director		means the director designated by mutual agreement of Calavo and Mission Produce to become a director of the Combined Company at the Closing.

 

xi

Nasdaq		means the Nasdaq Stock Market LLC.
Nasdaq Rules		has the meaning set forth in “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers.”
NEO		means named executive officer.
New Plans		has the meaning set forth in “The Merger Agreement—Employee Benefits.”
No Legal Restraints Condition		has the meaning set forth in “The Merger Agreement—Conditions to the Completion of the Merger.”
Notice of Mission Produce Adverse Recommendation Change		has the meaning set forth in “The Merger Agreement—Mission Produce Change in Recommendation.”
Old Plans		has the meaning set forth in “The Merger Agreement—Employee Benefits.”
Option Consideration		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
Order		means any writ, injunction, judgment, award, decree, ruling, determination, stipulation, subpoena, or verdict entered, issued, made or rendered in any action, by any arbitrator or by any Governmental Authority.
Parent Disclosure Letter		means the disclosure letter delivered by Mission Produce to Calavo simultaneously with the execution of the Merger Agreement.
Per Share Cash Consideration		has the meaning set forth in Section 3.1(b) of the Merger Agreement.
Per Share Stock Consideration		has the meaning set forth in Section 3.1(b) of the Merger Agreement.
Person		means an individual, a corporation, a limited liability company, a partnership, an association, a trust, an unincorporated organization or any other entity or group, including a Governmental Authority.
Pre-IPO Shares		has the meaning set forth in “Description of Mission Produce Stock—Registration Rights.”
Pro Forma Transactions		has the meaning set forth in “Unaudited Pro Forma Condensed Combined Financial Information.”
PSUs		means performance stock units.
Purchase Price		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
Redemption Price		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
Registrant		means Mission Produce.
Regulatory Approvals Condition		has the meaning set forth in “The Merger Agreement—Conditions to the Completion of the Merger.”
Regulatory Approvals Required for the Mergers		has the meaning set forth in “The Mergers—Regulatory Approvals Required for the Mergers.”
Requisite Calavo Shareholder Approval		means the affirmative vote of a majority of the shares of Calavo Common Stock outstanding and entitled to vote thereon at the Calavo Special Meeting (assuming a quorum).

 

xii

Requisite Mission Produce Stockholder Approval		means the affirmative vote of a majority of the shares of Mission Produce Common Stock outstanding and entitled to vote thereon at the Mission Produce Special Meeting (assuming a quorum).
Right; Rights		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
Rights Agreement		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
RSUs		means restricted stock units.
RSU Consideration		has the meaning set forth in “Questions and Answers—For Calavo Shareholders.”
SARs		has the meaning set forth in “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”
Second Request		has the meaning set forth in “Summary—Regulatory Approvals Required for the Mergers.”
Securities and Exchange Commission; SEC		means the U.S. Securities and Exchange Commission.
Second Effective Time		has the meaning set forth in Section 2.3(a) of the Merger Agreement.
Second Merger		has the meaning set forth in the Recitals of the Merger Agreement.
Securities Act		means the Securities Act of 1933, as amended.
September 2025 Calavo Management Unaudited Projections		has the meaning set forth in “The Mergers—Background of the Transaction.”
Series A Preferred		has the meaning set forth in “Description of Mission Produce Stock—Stockholders Rights Agreement.”
Severance Plan		has the meaning set forth in “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers.”
Sheppard Mullin		has the meaning set forth in “The Mergers—Background of the Transaction.”
Short-Term Incentive Plan Awards		means those awards described under “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers—2026 Short-Term Incentive Plan Awards.”
Stockholders’ Agreement		has the meaning set forth in “Description of Mission Produce Stock—Registration Rights.”
Superior Proposal		has the meaning set forth in Section 6.6(g)(iii) of the Merger Agreement.
Surviving Company		means Merger Sub II as the limited liability company that survives the Second Merger as a wholly owned subsidiary of Mission Produce.
Surviving Corporation		means Calavo, as the corporation surviving the First Merger as a wholly owned subsidiary of Mission Produce.
Termination Date		has the meaning set forth in Section 8.1(b)(i) of the Merger Agreement.
Termination Fee		has the meaning set forth in “The Merger Agreement—Termination Fees.”
Term Loan A-1 Facility		has the meaning set forth in “The Mergers—Financing Matters.”

 

xiii

Term Loan A-3 Facility		has the meaning set forth in “The Mergers—Financing Matters.”
TEV / 2026E EBIT		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
TEV / 2027E EBIT		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
TEV / LTM Adjusted EBITDA		has the meaning set forth in “The Mergers—Opinion of Mission Produce’s Financial Advisor.”
TG		has the meaning set forth in “The Mergers—Background of the Transaction.”
Threshold Percentage		means the quotient, expressed as a percentage, obtained by dividing (i) the Aggregate Stock Consideration by (ii) the sum of the Aggregate Stock Consideration plus the Aggregate Cash Amount.
Total Enterprise Value; TEV		means equity market capitalization plus total debt, plus preferred equity and minority interest, less cash and cash equivalents.
Transaction		means the issuance of cash and Mission Produce Common Stock, together with the Mergers and the other transactions contemplated by the Merger Agreement.
Treasury Regulations		means the income tax regulations promulgated under the Code.
Unlevered Free Cash Flow		has the meaning set forth in “The Mergers—Certain Calavo Unaudited Prospective Financial Information.”
U.S. Holder		has the meaning set forth in “Material U.S. Federal Income Tax Consequences of the Mergers.”
VWAP		means the volume weighted average price of a security over the 30-trading-day period.

 

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33

MARKET PRICE AND DIVIDEND INFORMATION

Mission Produce’s Common Stock is listed on the Nasdaq under the symbol “AVO.”

The high and low trading prices for Mission Produce Common Stock as of January 13, 2026, the last trading day prior to the day on which the Mission Produce Board and the Calavo Board approved the Transaction, were $12.62 and $12.46, respectively. The closing price for Mission Produce Common Stock on March 6, 2026, the last practicable trading day before the date of this joint proxy statement/prospectus, was $13.79 per share.

As of March 6, 2026, there were 70,846,364 shares of Mission Produce Common Stock issued and outstanding.

Because the aggregate Merger Consideration will not be adjusted for changes in the market price of Mission Produce Common Stock, the market value of Mission Produce Common Stock that Calavo shareholders will have the right to receive on the day the Mergers are completed may vary significantly from the market value of the Mission Produce Common Stock that Calavo shareholders would receive if the Mergers were completed on the date of this joint proxy statement/prospectus. As a result, you are encouraged to obtain current market quotations for Mission Produce Common Stock and to review carefully the other information contained in this joint proxy statement/prospectus or incorporated by reference herein. No assurance can be given concerning the market price of Mission Produce Common Stock before or after the effective date of the Mergers. Please see the sections entitled “Risk Factors” and “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

Mission Produce has not paid cash dividends on the Mission Produce Common Stock in the past and does not expect to make payment of cash dividends on the Mission Produce Common Stock for the foreseeable future. Notwithstanding the foregoing, any determination to pay cash dividends subsequent to the Mergers will be at the discretion of the Combined Company’s then-current board of directors and will depend upon a number of factors, including the Combined Company’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the then-current board of directors deems relevant.

 

34

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may be identified by words such as “anticipates,” “believes,” “could,” “continue,” “estimate,” “expects,” “intends,” “will,” “should,” “may,” “plan,” “predict,” “project,” “would” and similar expressions. Forward-looking statements are not statements of historical fact and reflect Mission Produce’s and Calavo’s current views about future events. Such forward-looking statements include, without limitation, statements about the benefits of the Transaction involving Mission Produce and Calavo, including future financial and operating results, Mission Produce’s and Calavo’s plans, objectives, expectations and intentions, the expected timing and likelihood of consummating the Mergers, and other statements that are not historical facts, including the Combined Company’s ability to create an advanced marketing and sales platform, the Combined Company’s ability to accelerate innovation and enhance efficiency through the transaction, and the Combined Company’s plan on future stockholder returns. No assurances can be given that the forward-looking statements contained in this communication will occur as projected, and actual results may differ materially from those projected. Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the ability to obtain the Requisite Mission Produce Stockholder Approval and Requisite Calavo Shareholder Approval; the risk that Mission Produce or Calavo may be unable to obtain governmental and regulatory approvals required for the Transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the Combined Company or the expected benefits of the Transaction); the risk that an event, change or other circumstance could give rise to the termination of the Transaction; the risk that a condition to closing of the Transaction may not be satisfied; the risk of delays in completing the Transaction; the risk that the businesses will not be integrated successfully or that the integration will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the Transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the Transaction could have adverse effects on the market price of the Mission Produce Common Stock or the Calavo Common Stock; the risk of litigation related to the Transaction; the risk that the credit ratings of the Combined Company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the Transaction; the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or consummation of the Mergers; adverse economic conditions; reductions in spending from Mission Produce or Calavo clients, a slowdown in payments by such clients; risks related to each company’s ability to attract new customers and retain existing customers; changes in customer advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients of each company; unanticipated changes related to competitive factors in the fresh foods or packaged foods industries; unanticipated changes to, or any inability to hire and retain key personnel at either company; currency exchange rate fluctuations; reliance on information technology systems and risks related to cybersecurity incidents; changes in legislation or governmental regulations; risks associated with assumptions made in connection with critical accounting estimates and legal proceedings; risks related to international operations; risks related to environmental, social, and governance goals and initiatives; and other risks inherent in Mission Produce’s and Calavo’s businesses.

All such factors are difficult to predict, are beyond Mission Produce’s and Calavo’s control, and are subject to additional risks and uncertainties, including those detailed in Mission Produce’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Mission Produce’s website at https://investors.missionproduce.com/financial-information/sec-filings and on the SEC’s website at http://www.sec.gov, and those detailed in Calavo’s most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that are available on Calavo’s website at https://ir.calavo.com/financial-information/sec-filing and on the SEC’s website at http://www.sec.gov. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither Mission Produce nor Calavo undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

 

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RISK FACTORS

In addition to the other information included and incorporated by reference into this joint proxy statement/prospectus, including, among others, the matters addressed in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 35, you should carefully consider the following risk factors before deciding whether to vote for the Mission Produce Share Issuance Proposal, in the case of Mission Produce stockholders, or for the Merger Agreement Proposal, in the case of Calavo shareholders. In addition, you should read and consider the risks associated with each of the businesses of Mission Produce and Calavo because these risks will relate to the Combined Company following the consummation of the Mergers. Descriptions of some of these risks can be found in the respective Annual Reports of Mission Produce and Calavo on Form 10-K for the fiscal year ended October 31, 2025, as such risks may be updated or supplemented in each company’s respective subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. You should also consider the other information in this document and the other documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 210.

Risks Relating to the Mergers

The consummation of the Mergers is contingent upon the satisfaction of a number of conditions that may be outside of Calavo’s or Mission Produce’s control and that Calavo and Mission Produce may be unable to satisfy, or that may delay the consummation of the Mergers or result in the imposition of conditions that could reduce the anticipated benefits from the Mergers or cause the parties to abandon the Mergers.

The consummation of the Mergers is subject to certain closing conditions, some of which are beyond Calavo’s or Mission Produce’s control including, among others: (a) the receipt of the Requisite Calavo Shareholder Approval and the Requisite Mission Produce Stockholder Approval, (b) the expiration or early termination of the applicable waiting period under the HSR Act and the applicable regulatory approvals in Mexico, and the expiration, termination or receipt of applicable clearances under other antitrust laws, as well as any required agreements with governmental authorities regarding timing, (c) the absence of any law, order, injunction or award by a governmental authority restraining, enjoining, prohibiting or making illegal the consummation of the Mergers, (d) the effectiveness of the Form S-4 of which this joint proxy statement/prospectus forms a part and the absence of any SEC stop order or related proceedings, (e) approval for listing on Nasdaq, subject to official notice of issuance, of the Mission Produce Shares to be issued in or reserved for issuance in connection with the First Merger, (f) the accuracy of each of Calavo’s and Mission Produce’s representations and warranties as of specified dates and as of Closing, subject to the materiality and “Material Adverse Effect” standards set forth in the Merger Agreement, including stricter standards for certain specified representations, (g) compliance in all material respects by each of Calavo, Mission Produce, Merger Sub I and Merger Sub II with their respective covenants and obligations under the Merger Agreement, (h) the absence of a continuing Calavo Material Adverse Effect from specified dates through closing, (i) the receipt by each of Calavo and Mission Produce of a written opinion from their respective counsel dated as of the Closing Date, to the effect that on the basis of facts, representations and assumptions set forth or referred therein, the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (j) the delivery of officer certificates by each of Calavo and Mission Produce confirming satisfaction of applicable conditions. See “The Merger Agreement—Conditions to the Completion of the Mergers” for a more detailed description.

While each of Mission Produce and Calavo have agreed in the Merger Agreement to use reasonable best efforts to satisfy the closing conditions, Mission Produce or Calavo, as applicable, may not be successful in its efforts to do so. The failure to satisfy all of the required conditions could delay the consummation of the Mergers for a significant period of time or prevent consummation from occurring at all. Any delay in consummating the Mergers could cause Mission Produce and Calavo not to realize some or all of the benefits, or realize them on a different timeline than expected, that Mission Produce and Calavo, expect to achieve if the Mergers are

 

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successfully consummated within the expected timeframe. There can be no assurance that the conditions in the Merger Agreement will be satisfied or (to the extent permitted) waived or that the Mergers will be consummated.

In addition, each of Mission Produce and Calavo may terminate the Merger Agreement under certain specified circumstances, including, but not limited to, (a) if the First Merger is not consummated on or before July 14, 2026; (b) if a Governmental Authority issues a final, non-appealable law or order permanently restraining, enjoining, rendering illegal or otherwise prohibiting the Transaction; (c) if the Requisite Calavo Shareholder Approval is not obtained at the duly convened Calavo Special Meeting, provided that Calavo’s right to terminate the Merger Agreement for such failure to obtain the Requisite Calavo Shareholder Approval shall not be available to Calavo if Calavo’s failure to perform its obligations under the Merger Agreement was the principal cause of such failure; or (d) if the Requisite Mission Produce Stockholder Approval is not obtained at the duly convened Mission Produce Special Meeting (or any adjournment or postponement), provided that Mission Produce’s right to terminate the Merger Agreement for failure to obtain the Requisite Mission Produce Stockholder Approval shall not be available to Mission Produce if Mission Produce’s failure to perform its obligations under the Merger Agreement was the principal cause of such failure.

Upon termination of the Merger Agreement, each of Calavo and Mission Produce, under specified circumstances, including termination by Calavo to accept a Superior Proposal or termination by the other party upon a change in such party’s board of directors’ recommendation to its stockholders, will be required to pay the other party a termination fee of $12.87 million. Additionally, Mission Produce, under specified circumstances, including termination in connection with legal restraint under the HSR Act and the applicable regulatory approvals in Mexico, or the failure to receive certain required regulatory approvals from specified governmental authorities by the Termination Date, will be required to pay Calavo a reverse termination fee of $15.02 million. See “Summary—No Solicitation of Alternate Proposals; Changes in Calavo Board Recommendation—No Solicitation,” and “The Merger Agreement—Termination Fees.”

If the Mergers are not consummated, Mission Produce’s and Calavo’s respective ongoing businesses and financial results and the trading prices of Mission Produce’s and Calavo’s respective common stock may be materially adversely affected and, without realizing any of the benefits of having consummated the Mergers, Mission Produce and Calavo will be subject to a number of risks, including the following:

 

•

if the Merger Agreement is terminated and the Mission Produce Board or the Calavo Board seeks another business combination, Mission Produce stockholders and Calavo shareholders cannot be certain that Mission Produce or Calavo will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms in the Merger Agreement;

 

•

negative reactions from the financial markets, including declines in the market prices of Mission Produce’s and Calavo’s Common Stock due to the fact that current prices may reflect a market assumption that the Mergers will be consummated;

 

•

negative reactions from their respective customers, suppliers, employees, labor unions, or other business partners;

 

•

having to pay certain significant costs relating to the Mergers, notwithstanding the fact that the Mergers were not consummated; and

 

•

the attention of Mission Produce’s and Calavo’s respective management teams will have been diverted to the Mergers rather than our own operations and pursuit of other opportunities that could have been beneficial to Mission Produce or Calavo, as applicable.

In addition, if the Mergers are not consummated, Mission Produce or Calavo could be subject to litigation related to any failure to complete the Mergers or related to any enforcement proceeding commenced against either party to perform its obligations under the Merger Agreement, and whether or not any such litigation has any merit, the cost of defending such litigation may be significant. The materialization of any of these risks could adversely impact Mission Produce’s and Calavo’s respective ongoing businesses.

 

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Similarly, delays in the consummation of the Mergers could, among other things, result in additional transaction costs, loss of revenue, or other negative effects associated with uncertainty about consummation of the Mergers.

Even if the Merger Agreement Proposal is approved by Calavo shareholders, the date that Calavo shareholders will be entitled to receive the Merger Consideration is still uncertain.

As described in this joint proxy statement/prospectus, consummating the Mergers is subject to numerous conditions, not all of which are controllable or waivable by Calavo or Mission Produce. Accordingly, if the Merger Agreement Proposal is approved by Calavo shareholders, the date that Calavo shareholders will be entitled to receive the Merger Consideration depends on the Closing Date, which is uncertain.

The Exchange Ratio is fixed and will not be adjusted in the event of any change in either Mission Produce’s or Calavo’s stock price. As a result, the value of the Merger Consideration payable to Calavo’s shareholders may be subject to change if Mission Produce’s stock price fluctuates.

At the First Effective Time, each share of Calavo Common Stock (other than the Excluded Shares and any Dissenting Shares) will be converted into the right to receive 0.9790 shares of Mission Produce Common Stock, subject to the right to receive cash in lieu of fractional shares of Mission Produce Common Stock, and $14.85 in cash, without interest, subject to applicable withholding taxes. The Exchange Ratio will not be adjusted for changes in the market price of either Mission Produce Common Stock or Calavo Common Stock prior to the consummation of the Mergers. Due to the fixed Exchange Ratio, fluctuations in the price of Mission Produce Common Stock will drive corresponding changes in the value of the stock component of the Merger Consideration payable to each Calavo shareholder. As a result, changes in the price of Mission Produce Common Stock prior to the First Effective Time will affect the value of Mission Produce Common Stock that Calavo shareholders will be entitled to receive at the First Effective Time.

The price of Mission Produce Common Stock has fluctuated during the period between January 13, 2026 and the date of this joint proxy statement/prospectus and may continue to change through the date of each of Mission Produce’s stockholder meeting, Calavo’s shareholder meeting and the date the Mergers are consummated. For example, based on the range of closing prices of Mission Produce Common Stock during the period from January 13, 2026, the last full trading day prior to the day on which the Mission Produce Board and the Calavo Board approved the Transaction, through March 6, 2026, the last practicable trading day before the date of this joint proxy statement/prospectus, the Exchange Ratio resulted in an implied value of the Merger Consideration ranging from a high of approximately $29.55 to a low of approximately $25.00 for each share of Calavo Common Stock. The actual market value of the Mission Produce Common Stock received by Calavo shareholders upon consummation of the Mergers may result in an implied value of the Merger Consideration outside this range. Neither Mission Produce nor Calavo is permitted to terminate the Merger Agreement solely as a result of any increase or decrease in the market price of Mission Produce Common Stock or Calavo Common Stock.

These variations could result from changes in the business, operations or prospects of Mission Produce or Calavo prior to or following the consummation of the Mergers, market perceptions as to whether the Transaction will close, regulatory considerations, general market and economic conditions, and other factors both within and beyond the control of Mission Produce or Calavo. At the time of the Calavo Special Meeting, Calavo shareholders will not know with certainty the value of the shares of Mission Produce Common Stock that they will be entitled to receive upon consummation of the Mergers.

The shares of Mission Produce Common Stock to be received by Calavo shareholders upon consummation of the Mergers will entitle the holders thereof to different rights from shares of Calavo Common Stock.

Upon consummation of the Mergers, Calavo shareholders will no longer be shareholders of Calavo but will instead become stockholders of Mission Produce, and their rights as Mission Produce stockholders will be

 

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governed by the terms of Mission Produce’s Certificate of Incorporation and Mission Produce’s Bylaws. The terms of Mission Produce’s Certificate of Incorporation and Mission Produce’s Bylaws are in some respects materially different from the terms of Calavo’s Articles of Incorporation and Calavo’s Bylaws, respectively, which currently govern the rights of Calavo shareholders. For a discussion of the different rights associated with shares of Calavo Common Stock and shares of Mission Produce Common Stock, please see the sections entitled “Comparison of Rights of Holders of Mission Produce Common Stock and Calavo Common Stock.”

Members of Mission Produce and Calavo management and the Mission Produce Board and Calavo Board have interests in the Mergers that may be different from, or in addition to, those of other stockholders.

In considering whether to approve the Mission Produce Share Issuance Proposal and the Merger Agreement Proposal, Mission Produce stockholders and Calavo shareholders, as applicable, should recognize that members of Mission Produce or Calavo management and the Mission Produce Board or Calavo Board have interests in the Mergers that may be different from, or in addition to, their interests as stockholders of Mission Produce or shareholders of Calavo, as applicable, including treatment of the outstanding Calavo Equity Awards in connection with the Transaction, potential severance benefits, potential transaction bonuses and rights to ongoing indemnification and insurance coverage.

These interests include that the board of directors of the Combined Company will be comprised of ten directors and will consist of: (a) nine directors designated by the Mission Produce Board; and (b) one Named Director. Each of the Mission Produce Board and Calavo Board were aware of these interests and considered them, among other matters, in approving and declaring advisable the Merger Agreement and the Transaction. These and other such interests are further described in “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers” and “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers.”

The Mergers are subject to the receipt of the requisite regulatory approvals, which requisite regulatory approvals may never be obtained, therefore preventing consummation of the Mergers. In addition, in granting such approvals, regulatory authorities may impose conditions that could have a significant adverse effect on Mission Produce, Calavo or the Combined Company and the expected benefits of the Mergers therefore preventing consummation of the Mergers.

Before the Mergers may be consummated, the requisite regulatory approvals must have been obtained, as described in the section “The Mergers—Regulatory Approvals.” The terms and conditions of the approvals that are granted may impose requirements, concessions, limitations or costs, or place restrictions on the conduct of the Combined Company’s business. Upon the terms and subject to conditions of the Merger Agreement, each party to the Merger Agreement has agreed to use its reasonable best efforts to make or cause to be made, in cooperation with the other parties thereto and to the extent applicable: (a) as soon as reasonably practicable after January 14, 2026 (but in any event within 20 business days after January 14, 2026) an appropriate filing of a Notification and Report Form pursuant to the HSR Act and the applicable regulatory approvals in Mexico with respect to the Mergers; and (b) as promptly as practicable after thereafter, making all other necessary filings, forms, declarations, notifications, registrations and notices with other governmental bodies under other applicable antitrust laws and investment screening laws relating to the Mergers. For purposes of the foregoing, “reasonable best efforts” includes, among others, (x) complying at the earliest reasonably practicable date with any request under the HSR Act and the applicable regulatory approvals in Mexico for additional information, documents or other materials (including responding to any second request) received by such party from the U.S. Federal Trade Commission, the Antitrust Division of the DOJ or by any other Governmental Authority under any applicable antitrust laws in respect of any such filings with respect to the Transaction, including the Mergers; and (y) acting in good faith and reasonably cooperating with the other party in connection with any such filings and in connection with resolving any investigation or other inquiry of such agency or other Governmental Authority under any applicable antitrust laws. Notwithstanding the foregoing, Mission Produce will not be required to: (A) sell, divest, license or otherwise dispose of, or hold separate and agree to sell, divest, license or otherwise

 

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dispose of, any assets of any party to the Merger Agreement or their respective affiliates, (B) terminate, amend or assign existing relationships and contractual rights and obligations, (C) require any party to the Merger Agreement or any of their respective affiliates to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party, (D) impose limitations on any party to the Merger Agreement or any of their respective affiliates with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets, or (E) otherwise offer, propose, negotiate, agree to, commit to or effect any other remedy, condition, commitment or undertaking of any kind, in each case, if such action would reasonably be expected to be, individually or in the aggregate, material to Mission Produce, the Surviving Company, and their subsidiaries, taken as a whole.

If such regulatory and governmental authorities seek to impose such terms, conditions, obligations or restrictions, lengthy negotiations may ensue among such authorities, Mission Produce and Calavo. Such terms, conditions, obligations or restrictions and the process of obtaining regulatory approvals could have the effect of jeopardizing or delaying consummation of the Mergers and such terms, conditions, obligations or restrictions may not be identified or satisfied for an extended period of time following the Mission Produce Special Meeting and the Calavo Special Meeting. Such terms, conditions, obligations or restrictions may also impose additional costs or limitations on the Combined Company following the consummation of the Mergers. Neither Mission Produce nor Calavo can provide assurance that any such terms, conditions, obligations or restrictions and each party’s respective best efforts to comply with any such terms, conditions, obligations or restrictions will not result in the delay or abandonment of the Mergers. These requirements, concessions, and conditions may also reduce the anticipated benefits of the Mergers, including synergies, which could also have a significant adverse effect on the Combined Company’s business and cash flows and results of operations, and neither Mission Produce nor Calavo can predict what, if any, requirements, concessions, and conditions may be required by regulatory or governmental authorities whose approvals are required. The requisite regulatory approvals may not be obtained at all, may not be obtained in a timely fashion, and may contain conditions on the consummation of the Mergers.

For a more detailed description of the regulatory review process, please see the sections entitled “The Mergers—Regulatory Approvals” and “The Mergers—Regulatory Approvals Required for the Mergers—Reasonable Best Efforts.”

Each party is subject to business uncertainties and contractual restrictions while the Mergers are pending, which could adversely affect each party’s business and operations.

Under the terms of the Merger Agreement, each of Mission Produce and Calavo is subject to certain restrictions on the conduct of its business prior to consummating the Mergers that may adversely affect its ability to execute certain of its business strategies, including but not limited to, the ability (subject to certain limited exceptions) of:

 

(i)

Calavo to (A) modify, amend or terminate (other than in accordance with its terms) any material contracts, permits, or real property leases, except in the ordinary course of business consistent with past practice; or (B) enter into, modify, amend, renew or terminate any contract which has payments of $3 million or more or which if so entered into, modified, amended or terminated would be a Calavo Material Adverse Effect, impair in any material respect the ability of Calavo to perform its obligations under the Merger Agreement or prevent or materially delay the consummation of the Transaction;

 

(ii)

Calavo to acquire (including by merger, consolidation, or acquisition of stock or assets), except for in respect of any merger, consolidation, or business combination among Calavo and its wholly owned subsidiaries or among Calavo’s subsidiaries, any equity interest in or material amount of assets of any person, business or division thereof; make any loan advance, capital contribution to or investment in, any person, business or division thereof or sell, license or otherwise subject to a lien (other than a permitted lien) or otherwise dispose of any material tangible properties, rights (excluding intellectual property) or assets of Calavo or its subsidiaries, other than (A) sales of inventory in the ordinary course of business consistent with past practice, (B) pursuant to agreements in effect prior to the execution of the Merger Agreement, or (C) entered into after the date of the Merger Agreement in the ordinary course of business with total consideration not exceeding $2.5 million;

 

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(iii)

Calavo to incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith that, individually or in the aggregate, are in excess of $500,000, other than any capital expenditure (or series of related capital expenditures) consistent in all material respects with Calavo’s annual capital expenditure budget or delay any material capital expenditures;

 

(iv)

Calavo to commence, settle or compromise or otherwise voluntarily resolve any action, except in the ordinary course of business and except for any action for which the amount in controversy does not exceed $500,000 individually and $1 million in the aggregate;

 

(v)

Calavo to incur or amend in any material respect the terms of any indebtedness or create, assume, issue, guarantee or otherwise become liable for any such indebtedness for any person;

 

(vi)

Calavo and Mission Produce to amend organizational documents;

 

(vii)

Calavo and Mission Produce to declare or pay dividends; and

 

(viii)

Calavo to enter into any new business lines.

Such limitations could adversely affect each of Calavo and Mission Produce’s businesses and operations prior to the consummation of the Mergers.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the consummation of the Mergers.

The announcement and pendency of the Mergers could divert the attention of management and cause disruptions in the businesses of Mission Produce and Calavo, as applicable, which could have an adverse effect on the business and financial results of both Mission Produce and Calavo.

Management of both Mission Produce and Calavo may be required to divert attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Mergers. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the consummation of the Mergers. These factors could adversely affect the financial position or results of operations of Mission Produce or Calavo, regardless of whether the Mergers are consummated.

Mission Produce and Calavo will incur direct and indirect costs as a result of the Mergers.

Mission Produce and Calavo will incur substantial expenses in connection with and as a result of consummating the Mergers, including advisory, legal and other transaction costs, and, following the consummation of the Mergers, Mission Produce expects to incur additional expenses in connection with combining the companies. Significant costs have already been incurred or will be incurred regardless of whether the Mergers are ultimately consummated. Factors beyond Mission Produce’s and Calavo’s control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately. Management of Mission Produce and Calavo continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Mergers. Although Mission Produce and Calavo expect that the realization of benefits related to the Mergers will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all. In addition, each of the parties may be required to pay a termination fee, or other costs and expenses, if the Transaction is not consummated. For more information, please see the section entitled “The Merger Agreement—Termination Fees.”

Mission Produce and Calavo may be targets of securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Mergers from being consummated, whether or not such lawsuits have any merit.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into Merger Agreements. Even if the lawsuits are without merit, defending against or otherwise resolving

 

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these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Mission Produce’s and Calavo’s respective liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Mergers, then that injunction may delay or prevent the Mergers from being consummated, or from being consummated within the expected timeframe, which may adversely affect Mission Produce’s and Calavo’s respective business, financial position and results of operation.

Mission Produce expects to obtain financing in connection with the Mergers but cannot guarantee that it will be able to obtain such financing on favorable terms or at all.

Mission Produce anticipates that the funds needed to consummate the Mergers will be derived from a combination of (a) available cash on hand and (b) third-party debt financing, please see the section entitled “The Mergers—Financing Matters.” Mission Produce’s ability to obtain any such new debt financing in the amount needed for the go-forward operations of the Combined Company, and the pay its obligations under the Merger Agreement will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions, the terms of such financing, and other factors beyond Mission Produce’s control. Mission Produce’s obligation to consummate the Mergers is not conditioned upon the receipt of any financing by Mission Produce, and Calavo is entitled to specifically enforce Mission Produce’s obligation to consummate the Mergers, even if any financing is unavailable. Mission Produce makes no assurance that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition, including its ability to pay the cash portion of the Merger Consideration and the other transaction expenses in the Transaction, to repay the indebtedness of Calavo contemplated or required to be repaid at the Closing, and/or to adequately capitalize the Combined Company for its anticipated-go forward operations and to realize the anticipated synergies.

The Mission Produce Board and the Calavo Board have not requested, and do not anticipate requesting, an updated opinion from their respective financial advisors reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The Mission Produce Board received an opinion rendered by Evercore, financial advisor to Mission Produce, dated January 14, 2026, and the Calavo Board received an opinion rendered by Jefferies, financial advisor to Calavo, dated January 14, 2026, in connection with the Mission Produce Board’s and the Calavo Board’s respective evaluation of the Transaction. Neither the Mission Produce Board, nor the Calavo Board has obtained an updated opinion from their respective financial advisors as of the date of this joint proxy statement/prospectus, and the Mission Produce Board and the Calavo Board have not requested, and do not anticipate requesting, an updated opinion from their respective financial advisors reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement. Changes to the operations and prospects of Mission Produce or Calavo, general market and economic conditions or other changes which may be beyond the control of Mission Produce and Calavo may significantly alter the value of Mission Produce or Calavo or the prices of the shares of Mission Produce Common Stock or Calavo Common Stock by the time the Mergers are consummated. The opinions of Evercore and Jefferies speak as of the date each opinion was rendered, and do not speak as of the date the Mergers will be consummated or as of any date other than the date of each such opinion. The opinions of Evercore and Jefferies do not address the fairness of the Merger Consideration or the Exchange Ratio, as applicable, at any time other than the time each such opinion was rendered.

For a description of the opinion that the Mission Produce Board received from Evercore, please see the section entitled “The Mergers—Opinion of Mission Produce’s Financial Advisor.” For a description of the opinion that the Calavo Board received from Jefferies, please see the section entitled “The Mergers—Opinion of Calavo’s Financial Advisor.”

Holders of Mission Produce Common Stock will not have appraisal rights or dissenters’ rights in the Mergers.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that a corporation pay

 

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the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Delaware law, Mission Produce stockholders will not be entitled to any appraisal rights in connection with the Transaction, including the Mergers and the Mission Produce Share Issuance.

For additional information on the dissenters’ rights Calavo shareholders are entitled to in connection with the First Merger, please see the section entitled “The Mergers—Dissenters’ Rights in the Mergers.”

The market price of Mission Produce Common Stock may decline as a result of the Mergers.

The market price of Mission Produce Common Stock may decline as a result of the Mergers, and holders of Mission Produce Common Stock, including holders of Calavo Common Stock who become holders of Mission Produce Common Stock as a result of the Mergers, could lose the value of their investment in Mission Produce Common Stock, if, among other things, the Combined Company is unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation, and operational efficiencies, from the Transaction are not realized, or if the costs related to the Transaction are greater than expected, or if any financing related to the transaction is on unfavorable terms. The market price also may decline if the Combined Company does not achieve the perceived benefits of the Transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the Transaction on the Combined Company’s financial position, results of operations, or cash flows is not consistent with the expectations of financial or industry analysts. The issuance of shares of Mission Produce Common Stock to the Calavo shareholders in the First Merger could on its own have the effect of depressing the market price for Mission Produce Common Stock. In addition, many Calavo shareholders may decide not to hold the shares of Mission Produce Common Stock they receive as a result of the Transaction. Other Calavo shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers or issuers that do not pay a dividend on a regular basis, may be required to sell the shares of Mission Produce Common Stock they receive as a result of the Transaction. Any such sales of Mission Produce Common Stock could have the effect of depressing the market price for Mission Produce Common Stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, the Mission Produce Common Stock, regardless of the actual operating performance of the Combined Company.

Mission Produce or Calavo may waive one or more of the closing conditions without re-soliciting stockholder or shareholder approval, respectively.

Mission Produce or Calavo may determine to waive, in whole or part, one or more of the conditions to its obligations to consummate the Mergers. Mission Produce and Calavo currently expect to evaluate the materiality of any waiver and its effect on Mission Produce stockholders or Calavo shareholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies or voting cards is required in light of such waiver. Any determination whether to waive any condition to the Mergers or as to re-soliciting approval from their respective stockholders or shareholders, or amending this joint proxy statement/prospectus as a result of a waiver will be made by Mission Produce or Calavo, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

The consummation of the Mergers is conditioned on the receipt of an opinion of tax counsel of each of Mission Produce and Calavo dated as of the Closing Date to the effect that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge that position or that a court will not sustain that challenge.

Mission Produce and Calavo intend for the Mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, and Mission Produce and Calavo intend to report the Mergers consistent with such qualification. The consummation of the Mergers is

 

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conditioned on the receipt of an opinion of tax counsel of each of Mission Produce and Calavo dated as of the Closing Date to the effect that the Mergers, taken together, will qualify as such a “reorganization.” An opinion of tax counsel neither binds the IRS nor precludes the IRS or the courts from adopting a contrary position. Mission Produce and Calavo have not sought and will not seek any ruling from the IRS regarding the qualification of the Mergers, taken together, as a “reorganization” and, as a result, there can be no assurance that the IRS will not assert that the Mergers, taken together, do not qualify as a “reorganization” or that a court will not sustain such a position. If the IRS or a court were to determine that the Mergers, taken together, do not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. Holder of Calavo Common Stock that exchanges such Calavo Common Stock for shares of Mission Produce Common Stock and cash pursuant to the First Merger generally will recognize taxable gain or loss in an amount equal to the difference, if any, between (a) the sum of the cash and the fair market value of the Mission Produce Common Stock received by such U.S. Holder and (b) such U.S. Holder’s adjusted tax basis in the Calavo Common Stock exchanged therefor.

Holders of Calavo Common Stock should consult with their tax advisors to determine the particular U.S. federal, state, local, or non-U.S. income or other tax consequences of the Mergers to them. For a more detailed description of the U.S. federal income tax consequences of the Mergers, please see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.”

Risks Relating to the Combined Company

The Combined Company may be unable to successfully integrate the businesses of Mission Produce and Calavo and realize the anticipated benefits of the Transaction.

The success of the Transaction will depend, in part, on the Combined Company’s ability to successfully combine the businesses of Mission Produce and Calavo, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the Mergers. After consummation of the Mergers, the Combined Company will have significantly more systems, assets, investments, businesses, customers and employees than each company did prior to the Transaction. If the Combined Company is unable to achieve anticipated benefits within the anticipated time frame, or at all, the anticipated benefits may not be realized fully, or at all, or may take longer to realize than expected and the value of Mission Produce Common Stock following the Transaction may be harmed.

The Transaction involves the integration of Calavo’s business with Mission Produce’s existing business, which is a complex, costly and time-consuming process. Management of each company will be required to devote a significant amount of time and attention to the integration process before the Transaction is consummated. There is a significant degree of difficulty and management involvement inherent in that process. These difficulties include:

 

•

the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management’s attention to the Transaction;

 

•

integrating the companies’ operations and corporate functions;

 

•

integrating the companies’ technologies, networks and customer service platforms;

 

•

integrating and unifying the product offerings and services available to customers;

 

•

creating, implementing and executing a unified business strategy, and operational, financial and managerial control with respect to the Combined Company;

 

•

maintaining employee morale, and attracting, motivating and retaining management personnel and other key employees;

 

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•

maintaining existing relationships and agreements with customers, providers, growers and other vendors and avoiding delays in entering into new agreements with prospective customers, providers, growers and other vendors and attracting new business and operational relationships;

 

•

the possibility of faulty assumptions underlying expectations regarding the integration process;

 

•

addressing possible differences in business backgrounds, corporate cultures and management philosophies;

 

•

coordinating programming and marketing efforts;

 

•

coordinating geographically dispersed organizations;

 

•

integrating information, purchasing, provisioning, accounting, finance, sales, billing, payroll, reporting and regulatory compliance systems;

 

•

consolidating corporate and administrative infrastructures and eliminating duplicative operations and inconsistencies in standards, controls, procedures, and policies; and

 

•

managing a significantly larger company than before the consummation of the Transaction.

Many of these factors will be outside of the Combined Company’s control and any one of them could result in delays, increased costs, decreases in the amount of expected revenues, and diversion of management’s time and energy, which could materially affect the Combined Company’s financial position, results of operations and cash flows.

Mission Produce and Calavo have operated, and until consummation of the Mergers will continue to operate, independently. Mission Produce and Calavo are currently permitted to conduct only limited planning for the integration of the two companies following the Mergers and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the Mergers. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized.

Mission Produce stockholders and Calavo shareholders will have a reduced ownership and voting interest after the Mergers and will exercise less influence over the policies of the Combined Company than they now have on the policies of Mission Produce and Calavo, respectively.

Mission Produce stockholders presently have the right to vote in the election of the Mission Produce Board and on other matters affecting Mission Produce. Calavo shareholders presently have the right to vote in the election of the Calavo Board and on other matters affecting Calavo. Immediately after the Mergers are consummated, it is expected that current Mission Produce stockholders will own approximately 80% of the then-outstanding Mission Produce Common Stock, and current Calavo shareholders will own approximately 20%, based on the number of shares and stock-based awards of Mission Produce and Calavo outstanding as of March 6, 2026, the last practicable trading day before the date of the joint proxy statement/prospectus.

As a result, current Mission Produce stockholders and current Calavo shareholders will have less influence on the policies of the Combined Company than they now have on the policies of Mission Produce and Calavo, respectively.

The future results of the Combined Company may be adversely impacted if the Combined Company does not effectively manage its expanded operations following the consummation of the Mergers.

Following the consummation of the Mergers, the size of the Combined Company’s business will be significantly larger than the current size of either Mission Produce’s or Calavo’s respective businesses. The Combined Company’s ability to successfully manage this expanded business will depend, in part, upon

 

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management’s ability to design and implement operational, managerial, financial and strategic initiatives that address not only the integration of two independent stand-alone companies, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that the Combined Company will be successful or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Mergers.

The pro forma condensed combined financial information in this joint proxy statement/prospectus are presented for illustrative purposes only and may

not be reflective of the financial position and results of operations of the Combined Company following consummation of the Mergers.

The pro forma condensed combined financial information in this joint proxy statement/prospectus were prepared for illustrative and informational purposes only to demonstrate the estimated effects of the Mergers and certain other related transactions and adjustments. The pro forma condensed combined financial information were prepared using the acquisition method of accounting in accordance with U.S. GAAP with the expectation, as of the date of this joint proxy statement/prospectus, that identified Mission Produce as the acquiror. The pro forma condensed combined financial information were prepared on the basis that such preliminary estimated adjustments will be incurred to achieve the Mergers, are pending finalization of various estimates, inputs and analyses, and do not include adjustments to reflect any potential costs that may be incurred in connection with actions required by regulatory or governmental authorities for regulatory approvals and clearances of the Mergers, including divestitures or concessions; anticipated benefits, including synergies, costs savings, innovation and operational efficiencies; or potential post-Merger costs, such as restructuring and integration charges.

The pro forma condensed combined financial information are not necessarily indicative of what the Combined Company’s actual financial position or results of operations would have actually been had the Mergers been consummated as of the dates indicated. Further, the pro forma condensed combined financial information do not purport to project the future financial position or results of operations of the Combined Company after the Mergers, which may differ materially and adversely from the pro forma condensed combined financial information that are included in this joint proxy statement/prospectus. The final acquisition accounting will be based upon the actual consideration and the fair value of the assets to be acquired and liabilities to be assumed of the party that is determined to be the acquiree under GAAP as of the date of the consummation of the Mergers. In addition, subsequent to the Closing Date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the pro forma condensed combined financial information reflected in this joint proxy statement/prospectus. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Calavo’s and Mission Produce’s financial forecasts are based on various assumptions that may not prove to be correct.

The financial forecasts set forth in “The Mergers—Mission Produce’s Unaudited Financial Projections” and “The Mergers—Calavo’s Unaudited Financial Projections” are based on assumptions of, and information available to, Calavo and Mission Produce at the time they were prepared and provided to the Calavo Board and Mission Produce Board, respectively, along with their respective financial advisors. Calavo and Mission Produce do not know whether such assumptions will prove correct. Any or all of such forecasts may turn out to be wrong. Such forecasts can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Calavo’s and Mission Produce’s control. Many factors discussed in, or in documents incorporated by reference into, this joint proxy statement/prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Cautionary Statement Regarding Forward-Looking Statements,” will be important in determining Calavo’s, Mission Produce’s, and the Combined Company’s future results. As a result of these contingencies, actual future results may vary materially from Calavo’s and Mission Produce’s forecasts.

 

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In view of these uncertainties, the inclusion of Calavo’s and Mission Produce’s financial forecasts in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecast results will be achieved. Further, any forward-looking statement speaks only as of the date on which it is made, and Calavo and Mission Produce undertake no obligation, other than as required by applicable law, to update the financial forecasts herein to reflect events or circumstances after the date those financial forecasts were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

Consummation of the Mergers may trigger change in control, assignment or other provisions in certain agreements to which Calavo is a party, which may have an adverse impact on the Combined Company’s business and results of operations.

The consummation of the Mergers may trigger change in control, assignment and other provisions in certain agreements to which Calavo is a party. If Calavo is unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, which may include potentially terminating the agreements or seeking monetary damages or other remedies. Even if Calavo is able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the Combined Company. Any of the foregoing or similar developments may have an adverse impact on the Combined Company’s business and results of operations following the consummation of the Mergers or the ability of Mission Produce and Calavo to successfully integrate their respective businesses.

Uncertainties associated with the Mergers may cause a loss of management personnel and other key employees, and Mission Produce and Calavo may have difficulty attracting, motivating and retaining management personnel and other key employees, which could adversely affect the future business and operations of the Combined Company.

Mission Produce and Calavo are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. The Combined Company’s success after the consummation of the Mergers will depend in part upon the ability of Mission Produce and Calavo to attract, motivate, and retain key management personnel and other key employees. Prior to the consummation of the Mergers, current and prospective employees of Mission Produce and Calavo may experience uncertainty about their roles within the Combined Company following the consummation of the Mergers, which may have an adverse effect on the ability of each of Mission Produce and Calavo to attract, motivate, or retain management personnel and other key employees. In addition, no assurance can be given that the Combined Company will be able to attract, motivate, or retain management personnel and other key employees of Mission Produce and Calavo to the same extent that Mission Produce and Calavo have previously been able to attract or retain their own employees.

The Combined Company is expected to incur substantial expenses related to the consummation of the Mergers and the integration of Mission Produce and Calavo.

The Combined Company is expected to incur substantial expenses in connection with the consummation of the Mergers and the integration of Mission Produce and Calavo. There are a large number of processes, policies, procedures, operations, technologies and systems that must be integrated, including purchasing, accounting and finance, sales, payroll, pricing, revenue management, marketing, and benefits. Many of these costs will be non- recurring expenses related to the Mergers (including any financing of the Mergers), facilities, and systems consolidation costs. The Combined Company may incur additional costs to retain employees and/or maintain employee morale and to attract, motivate, or retain management personnel and other key employees. Mission Produce and Calavo will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs. Additionally, as a result of the Mergers, rating agencies may take negative actions with regard to the Combined Company’s credit ratings, which may increase the Combined Company’s financing costs. These incremental transaction and merger-related costs may exceed the savings the Combined Company expects to achieve from the elimination of

 

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duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term, and in the event there are material unanticipated costs.

The Combined Company’s indebtedness may limit its flexibility and increase its borrowing costs.

As of March 6, 2026, Mission Produce had approximately $110.25 million of outstanding indebtedness and Calavo had approximately $3.9 million of outstanding indebtedness. The Combined Company’s consolidated indebtedness may have the effect of, among other things, increasing borrowing costs. In addition, the amount of cash required to service the indebtedness levels will be greater than the amount of cash flows required to service the indebtedness of Mission Produce or Calavo individually prior to consummation of the Mergers. The level of indebtedness could also reduce share repurchases, limit Mission Produce’s ability to pay dividends in the future, and adversely affect other activities and may create competitive disadvantages relative to other companies with lower debt levels. The Combined Company may be required to raise additional financing for working capital, capital expenditures, acquisitions, or other general corporate purposes. The Combined Company’s ability to arrange additional financing or refinancing will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions, the terms of third-party debt financing incurred in connection with the consummation of the Mergers (if any), and other factors beyond its control. There can be no assurance that the Combined Company will be able to obtain additional financing or arrange refinancing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. For more information on the financial impact of the Mergers on the Combined Company’s indebtedness, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The financing arrangements that the Combined Company will enter into or assume in connection with the Mergers may, under certain circumstances, contain restrictions and limitations that could increase the risks associated with the Combined Company’s level of indebtedness and could significantly impact the Combined Company’s ability to operate its business and negatively affect its financial condition.

As of March 6, 2026, Mission Produce had approximately $110.25 million of outstanding indebtedness and Calavo had approximately $3.9 million of outstanding indebtedness.

As a result of the indebtedness incurred or assumed in connection with the Mergers, the Combined Company’s leverage could have important consequences for our business, operating results, and financial condition, including:

 

•

increasing the Combined Company’s vulnerability to adverse changes in economic, regulatory, competitive, or industry conditions;

 

•

reducing the Combined Company’s ability to compete effectively or limiting our flexibility in planning for, or responding to, changes in the combined business and the broader industry;

 

•

placing the Combined Company at a competitive disadvantage relative to peers with lower levels of indebtedness;

 

•

increasing the Combined Company’s interest expense and potentially requiring the Combined Company to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on our debt, thereby reducing funds available for operating needs, capital expenditures, strategic initiatives, or other corporate purposes;

 

•

limiting the Combined Company’s ability to return capital to stockholders, including through stock repurchases or dividends; and

 

•

limiting the Combined Company’s ability to borrow additional funds in the future to support growth opportunities, acquisitions, working capital needs, capital expenditures, or other purposes.

 

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The market price of the Combined Company’s common stock may be affected by factors different from those that are currently affecting or have historically affected the price of Mission Produce Common Stock or Calavo Common Stock.

Upon consummation of the Mergers, holders of Mission Produce Common Stock and Calavo Common Stock will be holders of Mission Produce Common Stock. As the businesses of Mission Produce and Calavo are different, the results of operations as well as the price of the Combined Company’s common stock may in the future be affected by factors different from those factors affecting Mission Produce and Calavo as independent stand-alone companies. The Combined Company will face additional risks and uncertainties that Mission Produce or Calavo may not currently be exposed to as independent companies.

The Combined Company is subject to the Foreign Corrupt Practices Act and other anti-corruption laws, the violation of which could have a material adverse effect on the Combined Company’s business.

Mission Produce and Calavo have substantial international operations which are subject to the U.S. and foreign anti-corruption and anti-bribery laws and regulations, such as the Foreign Corrupt Practices Act (“FCPA”). The anti-bribery laws generally prohibit companies and their intermediaries from engaging in bribery or making improper payments, offers or promises to government officials for the purpose of obtaining or retaining business or other advantages. In addition, the FCPA imposes recordkeeping and internal controls requirements on publicly traded corporations and their foreign affiliates. As part of the Combined Company’s business, we may interact with non-U.S. government agencies, the employees and representatives of which may be considered government officials for purposes of the FCPA. In addition, some of the international locations in which Mission Produce and Calavo operate have elevated levels of corruption and cartel activity. Despite training and compliance programs designed to detect and prevent violations of the FCPA and other anti-corruption laws, internal controls and policies and procedures may not always protect the Combined Company from violations of anti-corruption laws committed by employees or by third parties, including, but not limited to, wholesale partners and distributors. Therefore, there can be no assurance that our employees or third parties have not and will not take actions that violate our policies or applicable laws, for which we may be ultimately held responsible.

In January 2024, Calavo announced that its internal audit process identified matters related to operations in Mexico that raised potential issues under the FCPA that it voluntarily disclosed to the SEC and the DOJ. On September 2, 2025, the DOJ closed its investigation with no action and on December 22, 2025, the SEC advised that it did not intend to recommend an enforcement action. Calavo cannot guarantee that U.S. regulators or Mexican authorities will not revisit these decisions and pursue enforcement actions against Calavo, or initiate additional investigations.

Any violations of anti-bribery and anti-corruption laws or allegations of such violations could result in disruptive and costly investigations, criminal fines and imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts, as well as other remedial measures, and could materially adversely affect our reputation, business, results of operations or financial condition. In addition, the U.S. government may seek to hold Mission Produce liable on a theory of successor liability for FCPA violations that may have been committed by Calavo.

Other Risk Factors of Mission Produce and Calavo

Mission Produce’s and Calavo’s businesses are and will be subject to the risks described above. In addition, Mission Produce and Calavo are, and will continue to be subject to the risks described in Mission Produce’s and Calavo’s respective Annual Reports on Form 10-K for the fiscal year ended October 31, 2025.

 

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THE PARTIES

Mission Produce, Inc.

Mission Produce, Inc., a Delaware corporation, is a global leader in the avocado industry which farms, packs, markets, and distributes avocados to food retailers, foodservice, distributors and produce wholesalers worldwide. Mission Produce primarily procures avocados from California, Mexico and Peru. Mission Produce Common Stock is publicly traded on Nasdaq under the ticker symbol “AVO.”

Mission Produce’s principal executive office is located at 2710 Camino Del Sol, Oxnard, California 93030, and its telephone number is (805) 981-3650. For additional information about Mission Produce, please see the section entitled “Where You Can Find More Information” or visit Mission Produce’s website at http://www.missionproduce.com. Information contained on Mission Produce’s website does not constitute part of this joint proxy statement/prospectus.

Cantaloupe Merger Sub I, Inc.

Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Mission Produce, was formed solely for the purpose of facilitating the Transaction. Merger Sub I has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. At the First Effective Time, Merger Sub I will merge with and into Calavo Growers, Inc., with Calavo Growers, Inc. continuing as the Surviving Corporation. Merger Sub I’s principal executive office is located at 2710 Camino Del Sol, Oxnard, California 93030, and its telephone number is (805) 981-3650.

Cantaloupe Merger Sub II, LLC

Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Mission Produce, Inc., was formed solely for the purpose of facilitating the Transaction. Merger Sub II has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement. 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, with Merger Sub II continuing as the Surviving Company and a wholly-owned subsidiary of Mission Produce. Merger Sub II’s principal executive office is located at 2710 Camino Del Sol, Oxnard, California 93030, and its telephone number is (805) 981-3650.

Calavo Growers, Inc.

Calavo Growers, Inc., a California corporation, is a global leader in sourcing, packing and distribution of fresh avocados, tomatoes, and papayas and processing of guacamole and other avocado products. Drawing on decades of expertise with fresh and prepared produce, Calavo delivers a broad portfolio of products to retail grocers, club and mass-merchandise stores, foodservice operators, and wholesalers worldwide. Calavo procures avocados from California, Mexico and other key growing regions. Across its operating facilities, Calavo (i) sorts, packs, ripens, and ships avocados, tomatoes, and Hawaiian-grown papayas, all of which Calavo procures primarily from independent growers, and (ii) processes and packages fresh and frozen guacamole. Calavo’s products are distributed both domestically and internationally. Calavo Common Stock is publicly traded on Nasdaq under the ticker symbol “CVGW.”

Calavo’s principal executive offices are located at 1141-A Cummings Road, Santa Paula, California 93060; and its telephone number is (805) 525-1245. For additional information about Calavo, please see the section entitled “Where You Can Find More Information” or visit Calavo’s website at https://calavo.com/. Information contained on Calavo’s website does not constitute part of this joint proxy statement/prospectus.

 

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MISSION PRODUCE SPECIAL MEETING

This joint proxy statement/prospectus is being provided to the Mission Produce stockholders as part of a solicitation of proxies by the Mission Produce Board for use at the Mission Produce Special Meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Mission Produce stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Mission Produce Special Meeting.

Date, Time, Place and Purpose of the Mission Produce Special Meeting

The Mission Produce Special Meeting will be held virtually at    , Pacific Time, on    , 2026 (unless it is adjourned or postponed to a later date), via live audio webcast at www.virtualshareholdermeeting.com/AVO2026SM, for the following purposes:

 

1.

to consider and vote on a proposal to approve, pursuant to Nasdaq Rule 5635, the issuance of Mission Produce Common Stock pursuant to the First Merger (the “Mission Produce Share Issuance Proposal”); and

 

2.

to consider and vote on a proposal to approve the adjournment of the Mission Produce Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Mission Produce Special Meeting to approve the Mission Produce Share Issuance Proposal or if quorum is not present at the Mission Produce Special Meeting (the “Mission Produce Adjournment Proposal”).

Recommendation of the Mission Produce Board

THE MISSION PRODUCE BOARD RECOMMENDS THAT MISSION PRODUCE STOCKHOLDERS VOTE “FOR” THE MISSION PRODUCE SHARE ISSUANCE PROPOSAL AND “FOR” THE MISSION PRODUCE ADJOURNMENT PROPOSAL.

Mission Produce stockholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the Merger Agreement and the Transaction including the Mergers.

Mission Produce Record Date; Outstanding Shares; Stockholders Entitled to Vote

The Mission Produce Record Date is    , 2026. Only holders of record of Mission Produce Common Stock as of the close of business on the Mission Produce Record Date are entitled to notice of, and to vote at, the Mission Produce Special Meeting, unless a new record date is set in connection with any adjournment or postponement of the Mission Produce Special Meeting. Each Mission Produce stockholder entitled to vote at the Mission Produce Special Meeting is entitled to one vote per share at the Mission Produce Special Meeting. As of the Mission Produce Record Date, there were    issued and outstanding shares of Mission Produce Common Stock, and the issued and outstanding Mission Produce Common Stock was held by approximately     stockholders of record. As of the Mission Produce Record Date, less than    % of the issued and outstanding Mission Produce Common Stock was owned and entitled to be voted by Mission Produce directors and executive officers and their affiliates.

Quorum

The Mission Produce Bylaws provide that the holders of a majority in voting power of the issued and outstanding stock and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum at the Mission Produce Special Meeting.

 

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A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, a quorum is not present, then either (i) the person presiding over the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to recess the meeting or adjourn the meeting from time to time until a quorum is present or represented. At any recessed or adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. Failure of a quorum at the Mission Produce Special Meeting may result in an adjournment of the Mission Produce Special Meeting and may subject Mission Produce to additional costs and expenses.

Required Vote

Assuming a quorum is present, approval of the Mission Produce Share Issuance Proposal requires the affirmative vote of a majority in voting power of the Mission Produce stockholders present in person or by proxy and entitled to vote thereon. Only holders of record of Mission Produce Common Stock at the close of business on the Mission Produce Record Date will be entitled to vote on the Mission Produce Share Issuance Proposal. Assuming a quorum is present, shares present in person or by proxy at the Mission Produce Special Meeting but abstaining from voting on the Mission Produce Share Issuance Proposal will have the effect of a vote “AGAINST” the Mission Produce Share Issuance Proposal. Any failure of a Mission Produce stockholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder to give voting instructions to that bank, broker, nominee, trustee or other record holder (assuming quorum is met) will have no effect on the Mission Produce Share Issuance Proposal. No “broker non-votes” are expected at the Mission Produce Special Meeting.

Assuming a quorum is present, approval of the Mission Produce Adjournment Proposal requires the affirmative vote of a majority in voting power of the votes cast. As a result, assuming a quorum is present, shares present in person or by proxy at the Mission Produce Special Meeting, but abstaining from voting on the Mission Produce Adjournment Proposal, will have no effect on the outcome of the Mission Produce Adjournment Proposal. If a quorum is not present at the Mission Produce Special Meeting, then the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the Mission Produce Adjournment Proposal have the power to adjourn. Under this standard, assuming a quorum is not present, then shares present in person or by proxy at the Mission Produce Special Meeting, but abstaining from voting on the Mission Produce Adjournment Proposal will have the same effect as a vote “AGAINST” the Mission Produce Adjournment Proposal. Any failure of a Mission Produce stockholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder to give voting instructions to that bank, broker, nominee, trustee or other record holder (assuming quorum is met) will have no effect on the Mission Produce Adjournment Proposal. No “broker non-votes” are expected at the Mission Produce Special Meeting. The vote on the Mission Produce Adjournment Proposal is separate and apart from the vote to approve the Mission Produce Share Issuance Proposal and is not a condition to the consummation of the Mergers.

Stock Ownership and Voting by Directors and Executive Officers

As of March 6, 2026, the last practicable trading day prior to the date of this joint proxy statement/prospectus, Mission Produce’s directors and executive officers and their affiliates beneficially owned in the aggregate 21,853,473 shares of Mission Produce Common Stock, which represents 30.85% of the shares of Mission Produce Common Stock outstanding on that date. The number and percentage of shares of Mission Produce Common Stock beneficially owned by directors and executive officers of Mission Produce and their affiliates as of the Mission Produce Record Date are not expected to be meaningfully different from the number and percent as of March 6, 2026.

Each of Mission Produce’s directors and executive officers is expected, as of the date of this joint proxy statement/prospectus, to vote his or her shares of Mission Produce Common Stock “FOR” the Mission Produce

 

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Share Issuance Proposal and the Mission Produce Adjournment Proposal, although none of Mission Produce’s directors and executive officers have entered into any agreement requiring them to do so. For information with respect to Mission Produce Common Stock owned by directors and executive officers of Mission Produce, please see the section entitled “Mission Produce Beneficial Ownership Table.”

Methods of Voting

If you were the record holder of your Mission Produce Shares as of the Mission Produce Record Date, you may submit your proxy to vote by mail, by telephone or via the internet.

To submit your proxy via the internet, go to www.proxyvote.com. Have your Mission Produce proxy card in hand when you access the website and follow the instructions to vote your shares. To submit your proxy by telephone, call 1-800-690-6903. Have your Mission Produce proxy card in hand when you call and then follow the instructions to vote your shares. If you vote via the internet or by telephone, you must do so no later than 11:59 p.m. Pacific Time on    , 2026.

As an alternative to submitting your proxy via the internet or by telephone, you may submit your proxy by mail. To submit your proxy by mail, simply mark your Mission Produce proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed Mission Produce proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your Mission Produce proxy card must be received no later than the close of business on    , 2026.

Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility. All properly signed proxies that are timely received and that are not revoked will be voted at the Mission Produce Special Meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the Mission Produce Board.

Revocability of Proxies

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the transmission was authorized by the stockholder.

Solicitation of Proxies; Expenses of Solicitation

The Mission Produce Board is soliciting proxies for the Mission Produce Special Meeting from its stockholders. Mission Produce will bear a portion of the cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this joint proxy statement/prospectus, the Mission Produce proxy card and any additional materials furnished to Mission Produce stockholders. Proxies may be solicited by directors, officers and a small number of Mission Produce’s regular employees personally, by mail or by telephone, but such persons will not be specially compensated for such service. Mission Produce has retained Sodali & Co, a proxy solicitation firm, to assist in the solicitation of proxies and will pay Sodali & Co $30,000 plus $2,500 for administration, technology and data fees. It is possible there will be additional payments due at the conclusion of the solicitation. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of Mission Produce Common Stock of record for beneficial owners for forwarding to such beneficial owners. Mission Produce may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

 

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Attending Mission Produce Special Meeting

You will not be able to attend the Mission Produce Special Meeting physically. You or your authorized proxyholder may participate, vote, and ask questions at the Mission Produce Special Meeting by visiting www.virtualshareholdermeeting.com/AVO2026SM.

The Mission Produce Special Meeting will begin promptly at    . Online check-in will begin at    , and you should allow ample time for online check-in procedures. If you encounter any difficulties while accessing the virtual Mission Produce Special Meeting, during the check-in or meeting time, a technical assistance phone number will be made available on the Mission Produce Special Meeting registration page 15 minutes prior to the start of the Mission Produce Special Meeting.

If you hold shares through an intermediary, such as a bank, broker or other nominee, you will need to contact such bank, broker or other nominee to request a legal proxy and register for the Mission Produce Special Meeting in advance through our transfer agent, Equiniti Trust Company, LLC. Registration must be received no later than    , on    , 2026.

Householding

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this joint proxy statement/prospectus is being delivered to Mission Produce stockholders residing at the same address, unless such stockholders have notified Mission Produce, of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement/prospectus, or if you are receiving multiple copies of this joint proxy statement/prospectus and wish to receive only one, please contact Mission Produce, at the address identified below. Mission Produce will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to: Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

A number of brokerage firms have instituted householding for shares held in “street name.” If you and members of your household have multiple accounts holding shares of Mission Produce Common Stock, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this joint proxy statement/prospectus or wish to revoke your decision to household. These options are available to you at any time.

Inspector of Elections; Tabulation of Votes

Mission Produce has appointed Broadridge to serve as an inspector of election for the Mission Produce Special Meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.

Adjournment

Subject to certain restrictions contained in the Merger Agreement, the Mission Produce Special Meeting may be adjourned to allow additional time for obtaining additional proxies. No notice of an adjourned meeting need be given if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the Mission Produce Special Meeting at which the adjournment was taken.

 

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At any adjourned meeting, Mission Produce may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Mission Produce Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such meeting as of the record date so fixed for notice of such adjourned meeting.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Mission Produce Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

Questions and Additional Information

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed Mission Produce proxy card, you should contact Sodali & Co, the proxy solicitation agent for Mission Produce, at (800) 662-5200 (toll free) or (203) 658-9400 (collect).

 

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MISSION PRODUCE PROPOSALS

Proposal 1: Approval of the Mission Produce Share Issuance Proposal

This joint proxy statement/prospectus is being furnished to you as a stockholder of Mission Produce as part of the solicitation of proxies by the Mission Produce Board for use at the Mission Produce Special Meeting to consider and vote upon the Mission Produce Share Issuance Proposal. The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

The Mission Produce Board unanimously recommends that Mission Produce stockholders approve the Mission Produce Share Issuance Proposal, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus entitled “The Mergers” beginning on page 67 and “The Merger Agreement” beginning on page 166 and as attached as Annex A to this joint proxy statement/prospectus.

Vote Required

Assuming a quorum is present, approval of the Mission Produce Share Issuance Proposal requires the affirmative vote of a majority in voting power of the Mission Produce stockholders present in person or by proxy and entitled to vote thereon. Only holders of record of Mission Produce Common Stock at the close of business on the Mission Produce Record Date will be entitled to vote on the Mission Produce Share Issuance Proposal. As a result, assuming a quorum is present, shares present in person or by proxy at the Mission Produce Special Meeting but abstaining from voting on the Mission Produce Share Issuance Proposal will have the same effect as a vote “AGAINST” the Mission Produce Share Issuance Proposal. Any failure of a Mission Produce stockholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder to give voting instructions to that bank, broker, nominee, trustee or other record holder (assuming quorum is met) will have no effect on the Mission Produce Share Issuance Proposal. No “broker non-votes” are expected at the Mission Produce Special Meeting.

Board Recommendation

THE MISSION PRODUCE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MISSION PRODUCE SHARE ISSUANCE PROPOSAL.

Proposal 2: Approval of the Mission Produce Adjournment Proposal

The Mission Produce Special Meeting may be adjourned from time to time to a later date, if necessary or appropriate, to solicit additional proxies in favor of the Mission Produce Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve the Mission Produce Share Issuance Proposal.

Mission Produce is asking its stockholders to authorize the holder of any proxy solicited by the Mission Produce Board to vote in favor of any adjournment of the Mission Produce Special Meeting to solicit additional proxies if there are insufficient votes at the time of such adjournment to approve the Mission Produce Share Issuance Proposal or if a quorum is not present at the Mission Produce Special Meeting.

Vote Required

Assuming a quorum is present, approval of the Mission Produce Adjournment Proposal requires the affirmative vote of a majority in voting power of the votes cast on such proposal. As a result, assuming a quorum is present, shares present in person or by proxy at the Mission Produce Special Meeting, but abstaining from voting on the Mission Produce Adjournment Proposal, will have no effect on the outcome of the Mission Produce Adjournment Proposal. If a quorum is not present at the Mission Produce Special Meeting, then the

 

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affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the Mission Produce Adjournment Proposal have the power to adjourn. Under this standard, assuming a quorum is not present, then shares present in person or by proxy at the Mission Produce Special Meeting, but abstaining from voting on the Mission Produce Adjournment Proposal will have the same effect as a vote “AGAINST” the Mission Produce Adjournment Proposal. Any failure of a Mission Produce stockholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder to give voting instructions to that bank, broker, nominee, trustee or other record holder (assuming quorum is met) will have no effect on the Mission Produce Adjournment Proposal. No “broker non-votes” are expected at the Mission Produce Special Meeting. The vote on the Mission Produce Adjournment Proposal is separate and apart from the vote to approve the Mission Produce Share Issuance Proposal and is not a condition to the consummation of the Mergers.

Board Recommendation

THE MISSION PRODUCE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MISSION PRODUCE ADJOURNMENT PROPOSAL.

 

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CALAVO SPECIAL MEETING

This joint proxy statement/prospectus is being provided to the Calavo shareholders as part of a solicitation of proxies by the Calavo Board for use at the Calavo Special Meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Calavo shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Calavo Special Meeting.

Date, Time, Place and Purpose of the Calavo Special Meeting

The Calavo Special Meeting will be held virtually at      Pacific Time, on     , 2026 (unless it is adjourned or postponed to a later date) via live audio-visual webcast at www.virtualshareholdermeeting.com/CVGW2026SM, for the following purposes:

 

1.

to consider and vote on a proposal to approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus (the “Merger Agreement Proposal”);

 

2.

to consider and vote, on a non-binding, advisory proposal to approve compensation that will or may become payable by Calavo to its named executive officers in connection with the Transaction (the “Merger-Related Compensation Proposal”); and

 

3.

to consider and vote on a proposal to approve the adjournment of the Calavo Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Calavo Special Meeting to approve the Merger Agreement Proposal (the “Calavo Adjournment Proposal”).

Recommendation of the Calavo Board

THE CALAVO BOARD RECOMMENDS THAT CALAVO SHAREHOLDERS VOTE “FOR” THE MERGER AGREEMENT PROPOSAL, “FOR” THE MERGER-RELATED COMPENSATION PROPOSAL AND “FOR” THE CALAVO ADJOURNMENT PROPOSAL. 

Calavo shareholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the Merger Agreement and the Transaction including the Mergers.

Calavo Record Date; Outstanding Shares; Shareholders Entitled to Vote

The Calavo Record Date is     , 2026. Only holders of record of Calavo Common Stock as of the close of business on the Calavo Record Date will be entitled to notice of, and to vote at, the Calavo Special Meeting, unless a new record date is set in connection with any adjournment or postponement of the Calavo Special Meeting. As of the close of business on the Calavo Record Date, there were      shares of Calavo Common Stock outstanding and entitled to vote at the Calavo Special Meeting, and the issued and outstanding Calavo Common Stock was held by approximately     shareholders of record. As of the Calavo Record Date, approximately     % of the issued and outstanding Calavo Common Stock was beneficially owned and entitled to be voted by directors and executive officers of Calavo and their affiliates. Each share of Calavo Common Stock outstanding on the Calavo Record Date entitles the holder thereof to one vote on each proposal to be considered at the Calavo Special Meeting, via online presence or by proxy through the internet or by telephone or by a properly executed and delivered proxy with respect to the Calavo Special Meeting.

Your vote is important. We expect that many Calavo shareholders will not attend the Calavo Special Meeting via online presence and, instead, will be represented by proxy. Most Calavo shareholders have a choice of voting over the internet, by using a toll-free telephone number, or by returning a completed proxy card or voting instruction form. Please check your notice, proxy card or the information forwarded by your broker, bank

 

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or other holder of record to see which options are available to you. The internet and telephone voting procedures have been designed to authenticate shareholders, to allow you to vote your shares, and to confirm that your instructions have been properly recorded. The internet and telephone voting facilities for Calavo shareholders of record will close at 11:59 p.m. Eastern Time on     , 2026. If your shares are held through a broker, bank or other holder of record and internet or telephone facilities are made available to you, these facilities may close sooner than those for Calavo shareholders of record.

You can revoke your proxy at any time before it is exercised by delivering a properly executed, later-dated proxy (including an internet or telephone vote) or by voting by virtual ballot at the Calavo Special Meeting. Executing your proxy in advance will not limit your right to vote at the Calavo Special Meeting if you decide to attend via online presence. However, if your shares are held in the name of a broker, bank or other holder of record, you cannot vote at the Calavo Special Meeting unless you have a legal proxy, executed in your favor, from the holder of record.

All shares entitled to vote and represented by properly executed proxies received prior to the Calavo Special Meeting and not revoked will be voted at the Calavo Special Meeting in accordance with your instructions. If you sign and return your proxy but do not indicate how your shares should be voted on a proposal, the shares represented by your proxy will be voted as the Calavo Board recommends for such proposal.

Quorum

The Calavo Bylaws provide that the holders of a majority of the outstanding shares of Calavo Common Stock entitled to vote at the Calavo Special Meeting, represented in person or by proxy, will constitute a quorum for the transaction of business at the Calavo Special Meeting. Abstentions will count for the purpose of determining the presence of a quorum for the transaction of business at the Calavo Special Meeting.

A quorum, once established, may continue to do business until adjournment, notwithstanding the withdrawal of enough Calavo shareholders to leave less than a quorum, provided that any action taken, other than adjournment, is approved by at least a majority of the shares of Calavo Common Stock required to constitute a quorum. If a quorum is not present, then a majority of the shares entitled to be voted at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time until a quorum is present or represented. At any adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. Failure of a quorum at the Calavo Special Meeting may result in an adjournment of the Calavo Special Meeting and may subject Calavo to additional costs and expenses.

Required Vote

Assuming that a quorum is present, approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Calavo Common Stock entitled to vote on the Merger Agreement Proposal (in person or by proxy) at the Calavo Special Meeting. Calavo cannot consummate the Mergers unless the Merger Agreement Proposal is approved at the Calavo Special Meeting. Assuming that a quorum is present, if a Calavo shareholder present in person at the Calavo Special Meeting abstains from voting, or responds by proxy with an “ABSTAIN” vote, or if a Calavo shareholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder fails to give voting instructions to that bank, broker, nominee, trustee or other record holder it will have the effect of a vote cast “AGAINST” the Merger Agreement Proposal.

Assuming that a quorum is present, approval of the Merger-Related Compensation Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Calavo Common Stock represented and voting on the Merger-Related Compensation Proposal (in person or by proxy) at the Calavo Special Meeting (which shares voting affirmatively “FOR” the Merger-Related Compensation Proposal also constitute at least a

 

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majority of the required quorum). Assuming that a quorum is present, if a Calavo shareholder present in person at the Calavo Special Meeting abstains from voting, or responds by proxy with an “ABSTAIN” vote, or if a Calavo shareholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder fails to give voting instructions to that bank, broker, nominee, trustee or other record holder it will have no effect on the Merger-Related Compensation Proposal, unless there are insufficient votes in favor of the proposal, such that the affirmative votes “FOR” the Merger-Related Compensation Proposal constitute less than a majority of the required quorum. In such cases, abstentions, failures to submit a proxy, failures to vote in person (by virtual presence) at the Calavo Special Meeting, or failures to instruct your bank, broker or other nominee how to vote with respect to the Merger-Related Compensation Proposal will have the same effect as a vote “AGAINST” this proposal.

Assuming that a quorum is present, approval of the Calavo Adjournment Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Calavo Common Stock represented and voting on the Calavo Adjournment Proposal (in person or by proxy) at the Calavo Special Meeting (which shares voting affirmatively “FOR” the Calavo Adjournment Proposal also constitute at least a majority of the required quorum), provided that in the absence of a quorum, the Calavo Adjournment Proposal requires the vote of a majority of the shares represented either in person or by proxy. Assuming that a quorum is present, if a Calavo shareholder present in person at the Calavo Special Meeting abstains from voting, or responds by proxy with an “ABSTAIN” vote, or if a Calavo shareholder who holds his, her or its shares in “street name” through a bank, broker, nominee, trustee or other record holder fails to give voting instructions to that bank, broker, nominee, trustee or other record holder it will have no effect on the Calavo Adjournment Proposal, unless either (i) at such time as a quorum is present at the Calavo Special Meeting there are insufficient votes in favor of the Calavo Adjournment Proposal, such that the affirmative votes “FOR” the Calavo Adjournment Proposal constitute less than a majority of the required quorum or (ii) a quorum is not present at such time at the Calavo Special Meeting. In such cases, abstentions, failures to submit a proxy, failures to vote in person (by virtual presence) at the Calavo Special Meeting, or failures to instruct your bank, broker or other nominee how to vote with respect to the Calavo Adjournment Proposal will have the same effect as a vote “AGAINST” this proposal.

Stock Ownership and Voting by Directors and Executive Officers

As of the close of business on March 6, 2026, the most recent practicable trading day prior to the date of this joint proxy statement/prospectus, Calavo directors and executive officers and their affiliates beneficially owned and were entitled to vote in the aggregate 628,194 shares of Calavo Common Stock or approximately 3.5% of the shares of Calavo Common Stock outstanding on that date. The number and percentage of shares of Calavo Common Stock owned by directors and executive officers of Calavo and their affiliates as of the Calavo Record Date are not expected to be meaningfully different from the number and percentage as of March 6, 2026.

Each of Calavo’s directors and executive officers is expected, as of the date of this joint proxy statement/prospectus, to vote his or her shares of Calavo Common Stock “FOR” the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Calavo Adjournment Proposal, although none of Calavo’s directors and executive officers have entered into any agreement requiring them to do so. For information with respect to Calavo Common Stock owned by directors and executive officers of Calavo, please see the section entitled “Calavo Beneficial Ownership Table.”

The number of shares reflected above does not include shares underlying outstanding Calavo Options, Calavo RSUs or Calavo Deferred RSUs. For information with respect to Calavo Options, Calavo RSUs or Calavo Deferred RSUs, please see the section entitled “The Mergers—Treatment of Calavo Equity Awards.”

Methods of Voting

If you were the record holder of your shares of Calavo Common Stock as of the Calavo Record Date, you may submit your proxy to vote by mail, by telephone or via the internet.

 

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To submit your proxy via the internet, go to www.proxyvote.com. Have your Calavo proxy card in hand when you access the website and follow the instructions to vote your shares. To submit your proxy by telephone, call 1-800-690-6903. Have your Calavo proxy card in hand when you call and then follow the instructions to vote your shares. If you vote via the internet or by telephone, you must do so no later than 11:59 p.m. Eastern Time on     , 2026.

As an alternative to submitting your proxy via the internet or by telephone, you may submit your proxy by mail. To submit your proxy by mail, simply mark your Calavo proxy card, date and sign it and return it in the postage-paid envelope. If you do not have the postage-paid envelope, please mail your completed Calavo proxy card to the following address: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your Calavo proxy card must be received no later than the close of business on     , 2026.

Please be aware that any costs related to voting via the internet, such as internet access charges, will be your responsibility. All properly signed proxies that are timely received and that are not revoked will be voted at the Calavo Special Meeting according to the instructions indicated on the proxies or, if no direction is indicated, they will be voted as recommended by the Calavo Board.

Shares Held in Street Name

If your shares of Calavo Common Stock are held in an account at a bank, broker or other nominee holder of record (i.e., in “street name”), you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank, broker or other nominee. You may not vote shares held in street name by returning a Calavo proxy card directly to Calavo or by voting via online presence at the Calavo Special Meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee. Further, banks, brokers or other nominees who hold shares of Calavo Common Stock on behalf of their customers may not give a proxy to Calavo to vote those shares with respect to the Merger Agreement Proposal, the Merger-Related Compensation Proposal and the Calavo Adjournment Proposal without specific instructions from their customers, as banks, brokers and other nominees do not have discretionary voting power on these “non-routine” matters. If you provide voting instructions, your shares must be voted as you direct. If you do not furnish voting instructions with respect to shares registered in the name of organizations that are not governed by Nasdaq Rule 2251, those shares will not be voted at the meeting because such organizations do not have discretionary voting power. If you do not furnish voting instructions to brokerage firms that are governed by Nasdaq Rule 2251, one of two things can happen, depending upon whether a proposal is “routine.” Under Nasdaq Rule 2251, brokerage firms, banks, broker-dealers, and other similar organizations have the discretion to cast votes on routine matters, without voting instructions from their clients. Brokerage firms, banks, broker-dealers, and other similar organizations are not permitted, however, to cast votes on “non-routine” matters, such as the Merger Agreement Proposal (as requested in Proposal No. 1), the Merger-Related Compensation Proposal (as requested in Proposal No. 2) or the Calavo Adjournment Proposal (as requested in Proposal No. 3), without such voting instructions.

Therefore, if you are a Calavo shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

•

your bank, broker or other nominee may not vote your shares on the Merger Agreement Proposal, which broker non-votes, if any, will have the same effect as a vote “AGAINST” such proposal;

 

•

your bank, broker or other nominee may not vote your shares on the Merger-Related Compensation Proposal, which broker non-votes, if any, will have no effect on the vote count for such proposal, unless there are insufficient votes in favor of the Merger-Related Compensation Proposal, such that the affirmative votes “FOR” the Merger-Related Compensation Proposal constitute less than a majority of the required quorum. In such case, broker non-votes will have the same effect as a vote “AGAINST” the Merger-Related Compensation Proposal; and

 

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•

your bank, broker or other nominee may not vote your shares on the Calavo Adjournment Proposal, which broker non-votes, if any, will have no effect on the vote count for such proposal, unless either (i) at such time as a quorum is present at the Calavo Special Meeting there are insufficient votes in favor of the Calavo Adjournment Proposal, such that the affirmative votes “FOR” the Calavo Adjournment Proposal constitute less than a majority of the required quorum, or (ii) a quorum is not present at such time at the Calavo Special Meeting. In such case, broker non-votes will have the same effect as a vote “AGAINST” the Calavo Adjournment Proposal.

 

•

any broker non-votes will count for purposes of determining whether a quorum is present.

Revocability of Proxies

Any Calavo shareholder of record giving a proxy has the power to revoke it. If you are a Calavo shareholder of record, you may revoke your proxy in any of the following ways:

 

•

by logging onto the internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

 

•

by sending a notice of revocation to the Corporate Secretary of Calavo;

 

•

by sending a completed proxy card bearing a later date than your original proxy card; or

 

•

by attending the Calavo Special Meeting virtually.

If you choose any of the first three methods, you must take the described action no later than the beginning of the Calavo Special Meeting.

If your shares are held in an account at a bank, broker or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your bank, broker or other nominee or your applicable plan administrator, you should contact your bank, broker or other nominee or your applicable plan administrator to change your vote.

Solicitation of Proxies; Expenses of Solicitation

The Calavo Board is soliciting proxies for the Calavo Special Meeting from its shareholders. Calavo will bear a portion of the cost of the solicitation of proxies, including preparation, assembly and delivery, as applicable, of this joint proxy statement/prospectus, the Calavo proxy card and any additional materials furnished to Calavo shareholders. Proxies may be solicited by directors, officers and a small number of Calavo’s regular employees personally or by mail, telephone or facsimile, but such persons will not be specially compensated for such service. Calavo has retained Georgeson Advisory, a proxy solicitation firm, to assist with the distribution of proxies from the shareholders of record, and will pay Georgeson Advisory an initial fee of $20,000 plus additional fees to be determined at the conclusion of the solicitation and reasonable out-of-pocket expenses. As appropriate, copies of solicitation material will be furnished to brokerage houses, fiduciaries and custodians that hold shares of Calavo Common Stock of record for beneficial owners for forwarding to such beneficial owners. Calavo may also reimburse persons representing beneficial owners for their costs of forwarding the solicitation material to such owners.

Attending the Calavo Special Meeting

You or your authorized proxyholder may participate, vote, and ask questions at the Calavo Special Meeting by visiting www.virtualshareholdermeeting.com/CVGW2026SM and using your control number found on your proxy card.

 

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To be admitted to the virtual Calavo Special Meeting, you will need the control number included on your proxy card, or the instructions that accompanied your proxy materials. The Calavo Special Meeting will begin promptly at      Pacific Time on     , 2026. Online check-in will begin at      Pacific Time, and you should allow ample time for online check-in procedures. If you encounter any difficulty while accessing the virtual Calavo Special Meeting, during the check-in or meeting time, a technical assistance phone number will be made available on the Calavo Special Meeting registration page 15 minutes prior to the start of the Calavo Special Meeting.

If you hold shares through an intermediary, such as a bank, broker or other nominee, you will need to contact such bank, broker or other nominee to request a legal proxy and register for the Calavo Special Meeting in advance through our transfer agent, Computershare. Once proof of your proxy power (legal proxy) has been obtained, send the proof reflecting your holdings along with your name and email address to [email protected] to obtain your control number. Registration must be received no later than     , on     , 2026.

Householding

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more shareholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those shareholders. As permitted by the Exchange Act, only one copy of this joint proxy statement/prospectus is being delivered to Calavo shareholders residing at the same address, unless such shareholders have notified Calavo of their desire to receive multiple copies of the proxy statement/prospectus. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement/prospectus, or if you are receiving multiple copies of this joint proxy statement/prospectus and wish to receive only one, please contact Calavo, at the address identified below. Calavo will promptly deliver, upon oral or written request, a separate copy of this joint proxy statement/prospectus to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to: Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

A number of brokerage firms have instituted householding for shares held in “street name.” If you and members of your household have multiple accounts holding shares of Calavo Common Stock, you may have received a householding notification from your broker. Please contact your broker directly if you have questions, require additional copies of this joint proxy statement/prospectus or wish to revoke your decision to household. These options are available to you at any time.

Inspector of Elections; Tabulation of Votes

Calavo has appointed Broadridge to serve as an inspector of election for the Calavo Special Meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.

Adjournment

Subject to certain restrictions contained in the Merger Agreement, the Calavo Special Meeting may be adjourned to allow additional time for obtaining additional proxies. No notice of an adjourned meeting need be given if the time and place thereof are announced at the Calavo Special Meeting at which the adjournment was taken unless:

 

•

the adjournment is for more than 45 days, in which case a notice of the adjourned meeting will be given to each Calavo shareholder of record entitled to vote at the Calavo Special Meeting; or

 

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•

if, after the adjournment, a new record date for determination of Calavo shareholders entitled to vote is fixed for the adjourned meeting, in which case the Calavo Board will fix as the record date for determining Calavo shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of Calavo shareholders entitled to vote at the adjourned meeting, and will give notice of the adjourned meeting to each Calavo shareholder of record as of such record date.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Calavo Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

Questions and Additional Information

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed Calavo proxy card, you should contact Georgeson Advisory, the proxy solicitation agent for Calavo, at (866) 766-9287 (toll-free).

Your vote is very important regardless of the number of shares of Calavo Common Stock that you own and the matters to be considered at the Calavo Special Meeting are of great importance to the shareholders of Calavo. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy via the internet or by telephone or, if applicable, complete, date, sign and promptly return the enclosed Calavo proxy card or voting instruction form in the enclosed postage-paid envelope. If you submit your proxy via the internet or by telephone, you do not need to return the enclosed Calavo proxy card.

Please vote your shares via the internet or by telephone, or sign, date and return a Calavo proxy card or voting instruction form promptly to ensure that your shares can be represented, even if you otherwise plan to attend the Calavo Special Meeting via virtual presence.

 

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CALAVO PROPOSALS

Proposal 1: Approval of the Merger Agreement Proposal

This joint proxy statement/prospectus is being furnished to you as a shareholder of Calavo as part of the solicitation of proxies by the Calavo Board for use at the Calavo Special Meeting to consider and vote upon the Merger Agreement Proposal and approve the Transaction. The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

The Calavo Board unanimously recommends that Calavo shareholders approve the Merger Agreement Proposal, as disclosed in this joint proxy statement/prospectus and particularly the related narrative disclosures in the sections of this joint proxy statement/prospectus entitled “The Mergers” beginning on page 67 and “The Merger Agreement” beginning on page 166 and as attached as Annex A to this joint proxy statement/prospectus.

Assuming a quorum is present, the Transaction cannot be completed without the affirmative vote of at least a majority of the outstanding shares of Calavo Common Stock entitled to vote on the Merger Agreement Proposal at the Calavo Special Meeting. A failure to vote, a broker non-vote or an abstention will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

Vote Required

The affirmative vote of at least a majority of the outstanding shares of Calavo Common Stock entitled to vote on the Merger Agreement Proposal at the Special Meeting is required to approve the Merger Agreement Proposal.

Board Recommendation

THE CALAVO BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

Proposal 2: Advisory Vote on Merger-Related Named Executive Compensation Arrangements

The Merger-Related Compensation Proposal

Section 14A of the Exchange Act and Rule 14a-21 thereunder, which were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that Calavo provide its shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may become payable by Calavo to its named executive officers in connection with the Transaction, as disclosed in the section entitled “The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers—Golden Parachute Compensation.”

Accordingly, Calavo is seeking approval of the following resolution at the Calavo Special Meeting:

“RESOLVED, that the shareholders of Calavo Growers, Inc. approve, ratify and confirm, on a non-binding, advisory basis, the compensation that will or may become payable to Calavo’s named executive officers in connection with the Transaction as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “ The Mergers—Interests of Calavo Directors and Executive Officers in the Mergers—Golden Parachute Compensation” in the joint proxy statement/prospectus for the Special Meeting of shareholders.”

Calavo shareholders should note that approval of this proposal is not a condition to consummation of the Transaction, and as an advisory vote, the result will not be binding on Calavo or the Calavo Board.

 

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Accordingly, regardless of the outcome of the advisory vote, if the Transaction is consummated, Calavo’s named executive officers will be eligible to receive the compensation that is based on, or otherwise relates to, the Transaction in accordance with the terms and conditions applicable to those payments.

Vote Required

The affirmative vote of at least a majority of the shares of Calavo Common Stock represented and voting at the Special Meeting (which shares voting affirmatively “FOR” the Merger-Related Compensation Proposal also constitute at least a majority of the required quorum), is required to approve, by means of a non-binding, advisory vote, the Merger-Related Compensation Proposal.

Board Recommendation

THE CALAVO BOARD RECOMMENDS THAT YOU VOTE “FOR” THE MERGER-RELATED COMPENSATION PROPOSAL.

Proposal 3: Calavo Adjournment Proposal

The Calavo Special Meeting may be adjourned from time to time to a later date, if necessary or appropriate, to solicit additional proxies in favor of the Merger Agreement Proposal if there are insufficient votes at the time of such adjournment to approve the Merger Agreement Proposal.

Calavo is asking its shareholders to authorize the holder of any proxy solicited by the Calavo Board to vote in favor of any adjournment of the Calavo Special Meeting to solicit additional proxies if there are insufficient votes at the time of such adjournment to approve the Merger Agreement Proposal.

Vote Required

The affirmative vote of at least a majority of the shares of Calavo Common Stock represented and voting at the Calavo Special Meeting (which shares voting affirmatively “FOR” the Calavo Adjournment Proposal also constitute at least a majority of the required quorum), is required to approve, the Calavo Adjournment Proposal, provided that in the absence of a quorum, the Calavo Adjournment Proposal requires the vote of a majority of the shares represented either in person or by proxy.

Board Recommendation

THE CALAVO BOARD RECOMMENDS THAT YOU VOTE “FOR” THE CALAVO ADJOURNMENT PROPOSAL.

 

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THE MERGERS

The following discussion contains certain information about the Mergers. The discussion is subject, and qualified in its entirety by reference, to the Merger Agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire joint proxy statement/prospectus, including the Merger Agreement attached as Annex A, for a more complete understanding of the Mergers.

Terms of the Mergers

The Mission Produce Board and the Calavo Board have each approved and declared advisable the Merger Agreement and the Transaction. Upon the terms and subject to the conditions of the Merger Agreement, the parties thereto will consummate the Mergers. At the First Effective Time, Merger Sub I shall be merged with and into Calavo, the separate existence of Merger Sub I shall cease, and Calavo will become a wholly owned subsidiary of Mission Produce and will continue as the Surviving Corporation. Immediately following the First Effective Time and as part of a single integrated transaction, at the Second Effective Time, the Surviving Corporation shall be merged with and into Merger Sub II, the separate existence of the Surviving Corporation shall cease, and Merger Sub II will be a wholly owned subsidiary of Mission Produce and will continue as the Surviving Company, in accordance with the CGCL, DGCL and DLLCA.

Merger Consideration

At the First Effective Time, each share of Calavo Common Stock issued and outstanding immediately prior to that time (other than the Excluded Shares and any Dissenting Shares) will be converted into the right to receive the Merger Consideration. To support the intended tax treatment of the Mergers as a “reorganization” within the meaning of Section 368(a) of the Code, if the Threshold Percentage is less than 43%, then the amount of cash consideration otherwise payable to the holders of Calavo Common Stock under the Merger Agreement (other than to holders of Dissenting Shares), equal to the amount of cash consideration that would be necessary to cause the recomputed Threshold Percentage to equal 43%, shall instead be payable to such holders in an equivalent amount of Mission Produce Common Stock.

Subject to the above exceptions, each holder of shares of Calavo Common Stock will be entitled to receive as Merger Consideration for each share of Calavo Common Stock held by such holder:

 

(i)

0.9790 shares of Mission Produce Common Stock, without interest; and

 

(ii)

$14.85 in cash, without interest, subject to applicable withholding taxes.

No fractional shares of Mission Produce Common Stock will be issued in connection with the Mergers, and Calavo shareholders will be entitled to receive cash, without interest, in lieu of any fractional shares of Mission Produce Common Stock to which they otherwise would have been entitled, rounded to the nearest cent, equal to the fractional amount multiplied by the Agreed Mission Produce Share Price.

As a result of the foregoing, based on the number of shares and stock-based awards of Mission Produce and Calavo outstanding as of March 6, 2026, the last practicable trading day before the date of the joint proxy statement/prospectus, it is expected that Mission Produce stockholders will own approximately 80% of the then-outstanding Mission Produce Common Stock, and Calavo shareholders will own approximately 20%, immediately after the Mergers.

Pursuant to the Mission Produce Rights Agreement, as long as the Rights are attached to the Mission Produce Common Stock, Mission Produce will issue one Right (subject to adjustment) with each new share of Mission Produce Common Stock. Accordingly, if the Rights remain attached to the Mission Produce Common Stock as of the First Effective Time, each Calavo shareholder will also be entitled to receive one Right for each share of Mission Produce Common Stock included in such Calavo shareholder’s Merger Consideration.

 

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Notwithstanding the above, if the Threshold Percentage is less than 43%, then the amount of cash consideration otherwise payable to the holders of Calavo Common Stock under the Merger Agreement (other than to holders of Dissenting Shares), equal to the amount of cash consideration that would be necessary to cause the recomputed Threshold Percentage to equal 43%, shall instead be payable to such holders in an equivalent amount of Mission Produce Common Stock (with each share of Mission Produce Common Stock valued for purposes of this paragraph at the Agreed Mission Produce Share Price).

Background of the Transaction

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation and correspondence among representatives of Calavo, Mission Produce and other bidders and their respective affiliates or advisors. All dates and times referred to in the following chronology are Eastern Time unless otherwise indicated.

The Calavo Board, together with members of Calavo management and with the assistance of Calavo’s outside advisors, regularly reviews Calavo’s strategic and financial alternatives in light of developments in Calavo’s business, the sectors in which it operates, and the economy and financial markets generally, including their potential impact on Calavo’s long-term strategic goals and business plans. These reviews have included, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives in response to unsolicited inquiries and through proactive outreach to third parties, in all cases with a view toward strengthening Calavo’s business and/or identifying opportunities to enhance shareholder value. Representatives of third parties from time to time have contacted or met with members of Calavo management and/or Calavo’s financial advisors to discuss Calavo’s business, including with a view to exploring whether to pursue a potential transaction with Calavo and, at the direction of the Calavo Board, Calavo’s management and financial advisors from time to time have held discussions with third parties in furtherance of these inquiries.

The Mission Produce Board, together with members of Mission Produce management and with the assistance of Mission Produce’s outside advisors, regularly reviews Mission Produce’s strategic and financial opportunities in light of developments in Mission Produce’s business, the sectors in which it operates, and the economy and financial markets generally, including their potential impacts on Mission Produce’s long-term strategic goals and business plans. These reviews have included, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives, in all cases with a view toward strengthening Mission Produce’s business and/or identifying opportunities to enhance stockholder value. As part of these ongoing efforts, members of Mission Produce management and/or Mission Produce’s financial advisors from time to time have contacted or met with representatives of third parties to discuss potential strategic transactions and, at the direction of the Mission Produce Board, have held discussions with third parties regarding potential acquisition opportunities.

As participants in the same industry, representatives of Mission Produce and Calavo have from time to time interacted at industry conferences and other events and have engaged in informal discussions regarding their businesses and conditions in the avocado industry generally. Prior to June 16, 2025, interactions did not involve discussions regarding a potential business combination or other strategic transaction between the parties.

On May 23, 2025, a publicly traded agribusiness company (“Bidder A”) delivered an unsolicited non-binding proposal (the “Bidder A Initial Proposal”) to the Calavo Board pursuant to which Bidder A proposed to enter into a transaction to acquire 100% of the outstanding shares of Calavo Common Stock for consideration nominally valued at $32.00 per share. The per share consideration included in the Bidder A Initial Proposal consisted of 42% in cash, or $13.48 per share of Calavo Common Stock, without interest, and the remaining 58% in Bidder A common stock, then with a nominal value of $18.52 per share, reflecting a premium of approximately 25% to the closing price per share of Calavo Common Stock of $25.51 as of May 22, 2025. On the basis of this proposal, Calavo shareholders would have owned approximately 46% of the combined company.

 

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On each of May 28 and 29, 2025, the Calavo Board met with Lecil E. Cole, Calavo’s then-Chief Executive Officer, and discussed the terms of the Bidder A Initial Proposal. Following discussion, the Calavo Board agreed that the terms and implied value of the consideration reflected in the Bidder A Initial Proposal did not appear to represent a sufficiently attractive opportunity for Calavo or its shareholders at that time relative to Calavo’s continued prospects as a stand-alone company but determined that it could warrant further potential discussion. The Calavo Board instructed Farha Aslam, then-Chairperson of the Calavo Board, to coordinate with Calavo’s advisors to engage in discussions with Bidder A to further explore a potential transaction.

Following such meeting of the Calavo Board, Ms. Aslam and Michael A. DiGregorio, another member of the Calavo Board, spoke with Sheppard, Mullin, Richter & Hampton LLP, Calavo’s outside special counsel (“Sheppard Mullin”), and representatives of Jefferies regarding the Bidder A Initial Proposal. Jefferies has acted as a long-standing strategic and financial advisor to Calavo under an existing engagement letter with respect to any potential material strategic transactions.

On June 3 and 4, 2025, the Mission Produce Board held a meeting, with representatives of the Mission Produce management team and Evercore attending. At this meeting, the Mission Produce Board reviewed its recent financial performance, market status and trends, as well as various potential strategic alternatives available to Mission Produce, including potential opportunities for a strategic business combination with Calavo and other potential strategic targets. At the request of the Mission Produce Board, representatives of Evercore presented certain preliminary financial analyses regarding Mission Produce, Calavo and a potential strategic combination. The Mission Produce Board discussed the potential strategic benefits and opportunities for cost synergies that a combination with Calavo could represent, as well as the timing, processes and strategic considerations related to exploring such a potential transaction. The Mission Produce Board also discussed various potential structures for such a potential transaction, including the potential mix of consideration and its implications on pro forma ownership of a combined company. The Mission Produce Board considered with management and its advisors potential negotiation strategies with respect to engaging with Calavo, including preliminary perspectives as to valuation and price, the benefits and drawbacks of submitting a preliminary proposal with and without an initial proposed price, and the additional analyses and information the Mission Produce Board would require in order to inform the directors’ respective views on valuation and price. Following discussions, the Mission Produce Board authorized the Mission Produce management team to deliver a non-binding indication of interest to express interest in a possible business combination with Calavo, without proposing a price. At this meeting, the Mission Produce Board approved the engagement of Evercore as Mission Produce’s financial advisor in connection with the potential transaction, based on Evercore’s expertise and reputation in the industry, knowledge of Mission Produce, and experience in strategic mergers and acquisitions and instructed the Mission Produce management team to negotiate an engagement letter with Evercore with respect to a potential transaction.

On June 6, 2025, Mission Produce entered into an engagement letter with Evercore.

On June 6, 2025, the Calavo Board held a meeting, in which Ms. Aslam and Mr. DiGregorio summarized their discussions with representatives of each of Sheppard Mullin and Jefferies. Ms. Aslam and Mr. DiGregorio recommended that representatives of Jefferies present to the Calavo Board before responding to Bidder A regarding the Bidder A Initial Proposal and the Calavo Board resolved to schedule a meeting with representatives of Jefferies. The Calavo Board also considered with representatives of Sheppard Mullin defensive tactics that Calavo may adopt to protect Calavo against potential hostile takeover bids that may not be in the best interests of Calavo or its shareholders. In addition, Ms. Aslam informed the Calavo Board that, following the receipt of the Bidder A Initial Proposal, she was considering participating in a potential proposal to take Calavo private with one or more unspecified financial partners, and accordingly would recuse herself from discussions by the Calavo Board about the Bidder A Initial Proposal and any other potential transactions involving a potential change in control of Calavo. Ms. Aslam then recused herself from the meeting. From June 6, 2025 until October 17, 2025 (at which time Ms. Aslam indicated that she no longer intended to pursue a potential take-private transaction with Calavo), Ms. Aslam did not participate in any discussion of the Calavo Board related to the Bidder A Initial Proposal or any other potential transactions involving a potential change in control of Calavo, and did not receive any materials related thereto.

 

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Upon Ms. Aslam disclosing her intent to potentially submit a proposal to acquire Calavo, the Calavo Board proposed the formation of a special transactions committee of the Calavo Board having such powers and authority to be designated by the Calavo Board at a subsequent meeting (the “Calavo Special Transactions Committee”), with Mr. DiGregorio, Marc L. Brown and Steven Hollister as its proposed members, to be formed by unanimous written consent of the Calavo Board at a later date.

On June 10, 2025, Mr. DiGregorio met with the Chief Executive Officer of Bidder A, and representatives of Jefferies separately met with representatives of the financial advisor to Bidder A to discuss the Bidder A Initial Proposal, in order to obtain a better understanding of certain aspects of the proposal to assist with the Calavo Board’s consideration, while also advising Bidder A that the Calavo Board intended to meet soon to review the Bidder A Initial Proposal prior to providing any response.

On June 10, 2025, the proposed members of the Calavo Special Transactions Committee met, with representatives of Jefferies present, to discuss the Bidder A Initial Proposal. At the meeting, representatives of Jefferies presented preliminary financial analyses of the Bidder A Initial Proposal to the Calavo Special Transactions Committee.

On June 11, 2025, the Calavo Board met to discuss the potential public announcement of the proposal, including the risks and benefits of disclosing the Bidder A Initial Proposal relative to keeping it private, whether or not to concurrently announce a strategic review process and whether or not to include the identity of the bidder. Following these discussions, the Calavo Board authorized the issuance of a press release to announce the receipt of the Bidder A Initial Proposal, including the nominal value of the consideration offered, but excluding the identity of Bidder A.

Later that day, on June 11, 2025, Calavo issued a press release after market close announcing that a non-binding cash-and-stock proposal for consideration nominally valued at $32.00 per share of Calavo Common Stock was received from Bidder A (but without disclosing the identity of Bidder A) and that the Bidder A Initial Proposal was being reviewed by the Calavo Board in consultation with its legal and financial advisors. On June 11, 2025, the closing price per share of Calavo Common Stock was $23.58. On June 12, 2025, the trading day following the public announcement, the closing price per share of Calavo Common Stock was $27.68.

On June 12, 2025, the proposed members of the Calavo Special Transactions Committee met with representatives of Jefferies to further discuss the Bidder A Initial Proposal and Jefferies’ preliminary analysis of the Bidder A Initial Proposal. The Jefferies representatives reviewed, among other things, the proposed offer price per share of Calavo Common Stock included in the Bidder A Initial Proposal as compared to historical trading prices of Calavo Common Stock, the preliminary implied value of Calavo Common Stock reflected in the Bidder A Initial Proposal, and the potential value creation to Calavo shareholders from the Bidder A Initial Proposal.

On June 13, 2025, the Calavo Special Transactions Committee engaged TroyGould PC (“TG”) as its legal counsel.

On June 16, 2025, the Calavo Board met with representatives of Jefferies and representatives of TG to review an updated presentation by representatives of Jefferies regarding certain preliminary financial analyses of the Bidder A Initial Proposal. The Calavo Board also discussed with representatives of Jefferies other strategic acquirors or financial buyers that might be interested in a strategic transaction with Calavo following the public announcement of the Bidder A Initial Proposal on June 11, 2025. The Calavo Board also instructed Mr. DiGregorio and Mr. Hollister to direct Calavo management to prepare a long-range strategic plan with respect to Calavo as a stand-alone entity. The Calavo Board also revisited the potential benefits and drawbacks of contacting additional potential bidders to solicit potential interest in participating in a strategic process, including the potential for competitive tension, the relative merits of a broad and more selective process, the implications of Calavo’s prior public announcement, and the identities of the potential additional bidders. The members of the

 

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Calavo Board also reviewed all information available to it regarding the interests of the proposed members of the Calavo Special Transactions Committee, and the Calavo Board determined (to be confirmed by unanimous written consent) that each of Mr. DiGregorio, Mr. Brown and Mr. Hollister was independent and did not have any material interest in the Bidder A Initial Proposal or other known potential acquisition proposals. Following these discussions, at the meeting of the Calavo Board, the members of the Calavo Special Transactions Committee recommended to the Calavo Board that (i) Calavo continue to engage in discussions with Bidder A regarding the Bidder A Initial Proposal; and (ii) representatives of Jefferies conduct a process to determine potential interest from selected strategic and financial acquirors, the identities and scope of which were discussed in this and subsequent meetings. The Calavo Board reviewed and approved the preliminary recommendations of the Calavo Special Transactions Committee, and instructed Calavo management and Calavo’s advisors to seek to execute a non-disclosure agreement containing customary standstill provisions with any potential interested bidder, and, thereafter, to provide due diligence to encourage such parties to submit potential proposals to acquire Calavo.

Later that day, pursuant to a unanimous written consent of the Calavo Board, the Calavo Board appointed Mr. DiGregorio, Marc L. Brown and Steven Hollister to serve on the Calavo Special Transactions Committee, to review and evaluate the Bidder A Initial Proposal, as well as possible alternative transactions to the Bidder A Initial Proposal. The Calavo Special Transactions Committee was delegated exclusive power and authority to, among other things (i) review, negotiate and make recommendations to the Calavo Board with respect to the Bidder A Initial Proposal, as well as alternatives to the Bidder A Initial Proposal, including indications of interest and proposals received from other parties regarding a possible merger, partnership, acquisition of assets or similar transaction involving Calavo, provided, however, that the Calavo Board retained the sole power and authority to approve any definitive agreement regarding such a transaction; (ii) retain such legal, accounting, auditing and other advisors as the Calavo Special Transactions Committee shall determine as necessary in its discretion; (iii) establish and direct the process related to the evaluation and consideration of the Bidder A Initial Proposal and alternatives to the Bidder A Initial Proposal; and (iv) direct and supervise legal, accounting, auditing and other advisors retained by the Calavo Special Transactions Committee. Mr. DiGregorio was appointed as the Chairperson of the Calavo Special Transactions Committee. After a review of all information available to the Calavo Board, the Calavo Board determined that each of Mr. DiGregorio, Mr. Brown and Mr. Hollister was independent and did not have any material interest in the Bidder A Initial Proposal or other known potential acquisition proposals.

Also on June 16, 2025, representatives of Mission Produce (with the support of the Mission Produce Board) submitted to Calavo (via Mr. Cole) a written, non-binding indication of interest regarding Mission Produce’s interest in a business combination with Calavo (the “Mission Produce Initial Proposal”). The Mission Produce Initial Proposal did not contain a price, but Mission Produce expressed its belief that it could provide greater value than the terms of the Bidder A Initial Proposal. The Mission Produce Initial Proposal also included a proposed form of non-disclosure agreement from Mission Produce and a list of due diligence requests related to information Mission Produce indicated would be necessary to enable Mission Produce to formalize a proposal and transaction structure. A copy of the Mission Produce Initial Proposal was provided by Mr. Cole to the Calavo Special Transactions Committee on June 17, 2025.

During the weeks of June 16 and 23, 2025, at the direction of the Calavo Special Transactions Committee, representatives of Jefferies engaged in correspondence with Bidder A, Mission Produce, Ms. Aslam’s affiliated investment firm and their respective financial advisors, including Evercore, regarding their expressions of interest, and distributed a draft non-disclosure agreement containing customary standstill provisions (including customary “fall-away” rights) to each of them. Each of Bidder A, Mission Produce and Ms. Aslam executed a non-disclosure agreement with Calavo containing such provisions on June 24, 2025, June 25, 2025 and June 30, 2025, respectively.

Starting from the week of June 30, 2025 at the direction of the Calavo Special Transactions Committee, representatives of Jefferies also reached out to 17 other selected potential strategic and financial acquirors

 

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(inclusive of inbound parties) with ties to the perishable food industry to discuss a potential transaction and, if interested, execute a non-disclosure agreement. Of the additional parties contacted by representatives of Jefferies, five parties expressed interest in pursuing a potential strategic transaction with Calavo and received a draft non-disclosure agreement.

On July 7, 2025, the Calavo Special Transactions Committee retained Cozen O’Connor as outside legal advisor to Calavo with respect to a possible transaction and TG continued to advise Calavo and the Calavo Special Transactions Committee from time to time related to the strategic review process and other matters.

On July 8, 2025, Mission Produce entered into an amendment to the engagement letter with Evercore.

From mid-June through the early part of August 2025, representatives of Jefferies coordinated with Calavo management and Cozen O’Connor and TG to execute non-disclosure agreements (which each contained customary standstill provisions, including customary “fall-away” rights) with the five additional interested strategic and financial parties that had not previously executed a non-disclosure agreement, including a privately held, international agricultural production and distribution company (“Bidder B”), and an investment and advisory firm focused on cross border transactions (“Bidder C,” together with Mission Produce and Bidders A and B, Ms. Aslam, and the other interested parties under non-disclosure agreements the “Bidders”). The non-disclosure agreements entered into with each of Mission Produce, Bidder A, Bidder B and certain additional strategic Bidders that signed non-disclosure agreements were mutual to permit Calavo to conduct reverse due diligence as appropriate. During this period, Calavo also executed clean team agreements with each of the strategic Bidders that signed non-disclosure agreements, including Mission Produce, Bidder A, Bidder B and certain others. During this time, Calavo management and representatives of Jefferies coordinated to compile responses to due diligence requests of all Bidders, including access to a virtual data room beginning on August 1, 2025. Also during this period, Calavo management and representatives of Jefferies made preliminary reverse due diligence information requests to each of Mission Produce and Bidder A.

On July 15, 2025, the Calavo Board met, with representatives of TG attending (with the consent of the Special Transactions Committee). Representatives of TG reviewed the directors’ fiduciary duties and, in light of the volume of in-bound interest from potential bidders to date, provided a summary of potential defensive tactics that the Calavo Board could consider adopting to protect Calavo against hostile takeover bids that the Calavo Board believed may not be in the best interests of Calavo or its shareholders. James Snyder, Calavo’s Chief Financial Officer, also presented to the Calavo Board the proposed draft of Calavo’s five-year financial forecast as a stand-alone business, including underlying assumptions and uncertainties.

On July 24, 2025, the members of the Calavo Special Transactions Committee reviewed an updated version of Calavo’s five-year financial forecast as a stand-alone business, including underlying assumptions and uncertainties, which had been updated since the Calavo Board meeting on July 15, 2025 (the “July 2025 Calavo Management Unaudited Projections”). The July 2025 Calavo Management Unaudited Projections were approved by each of the members of the Calavo Special Transactions Committee, and the Calavo Special Transactions Committee authorized management to furnish the July 2025 Calavo Management Unaudited Projections to representatives of Jefferies for its use in connection with its preliminary financial analyses, and to distribute the July 2025 Calavo Management Unaudited Projections to the Bidders in connection with their due diligence of Calavo.

Beginning on August 14, 2025, at the direction of the Calavo Special Transactions Committee, representatives of Jefferies distributed process letters to each of the Bidders, outlining instructions for submitting non-binding indications of interest by no later than September 18, 2025.

On August 27 and 28, 2025, the Calavo Board held a regular meeting with each of the Calavo directors present, other than Ms. Aslam, along with representatives of Calavo management. At the meeting, the Chair of the Calavo Special Transactions Committee updated the Calavo Board regarding the due diligence process and timing for

 

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submitting indications of interest. The Calavo Board also received a report from Calavo management regarding progress in its operations and expected improvements in its projected results. In light of these anticipated improvements, the Calavo Board instructed the Calavo Special Transactions Committee to work with Calavo management to revise the July 2025 Calavo Management Unaudited Projections to reflect such anticipated improved prospects. Following the regular Calavo Board meeting, Mr. DiGregorio met with Calavo management to request that the July 2025 Calavo Management Unaudited Projections be revised to incorporate the expected improvements reported to the Calavo Board.

Throughout August and early September 2025, Calavo management and its advisors continued to address business and financial due diligence requests from the Bidders and their advisors, as well as to review preliminary reverse due diligence information that had been received from Bidder A.

On September 3 and 4, 2025, the Mission Produce Board held a meeting, with representatives of Mission Produce management and Evercore attending. At this meeting, the Mission Produce Board reviewed an update regarding its recent financial performance, and management’s evaluation of strategic alternatives, including the potential business combination with Calavo. Representatives of Mission Produce management provided an update to the Mission Produce Board regarding the business due diligence performed to date and its interactions with Calavo since submitting its initial proposal, and representatives of Evercore presented certain updated preliminary financial analyses regarding Mission Produce, Calavo and a potential strategic combination. The Mission Produce Board discussed with Mission Produce management and its advisors the requested timing for initial proposals, updated perspectives as to valuation and price, and considerations related to participating in Calavo’s strategic process. Following discussions, the Mission Produce Board authorized Mission Produce management to submit a non-binding indication of interest to Calavo on September 18, 2025, the requested proposal deadline, to acquire 100% of the outstanding shares of Calavo Common Stock in exchange for consideration of between $27.00 and $31.00 per share of Calavo Common Stock, and indicated that 50% of the consideration would be paid in cash, and the remaining 50% would be paid in shares of Mission Produce Common Stock, but that Mission Produce was willing to consider changes regarding the mix of consideration. At the meeting, Mission Produce management also presented to the Mission Produce Board a proposed draft of Mission Produce’s five-year financial forecast, including underlying assumptions and uncertainties.

On September 11, 2025, the Calavo Special Transactions Committee and the Calavo Board reviewed and approved an update to the July 2025 Calavo Management Unaudited Projections, reflecting, among other things, Calavo’s expectations with respect to the recent positive developments in the trajectory of its guacamole business in its Prepared segment (the “September 2025 Calavo Management Unaudited Projections”). The Calavo Board authorized Calavo management to furnish the September 2025 Calavo Management Unaudited Projections to representatives of Jefferies for its use in connection with Jefferies’ preliminary financial analyses, and to distribute the September 2025 Calavo Management Unaudited Projections to the Bidders in connection with their due diligence of Calavo.

On September 11, 2025, at the direction of the Calavo Special Transactions Committee, representatives of Jefferies distributed the September 2025 Calavo Management Unaudited Projections to the Bidders.

On September 14, 2025, the Mission Produce Board held a meeting, with representatives of Mission Produce management, Evercore and Latham & Watkins attending. At this meeting, representatives of Mission Produce management provided an update to the Mission Produce Board regarding business due diligence performed to date, including the September 2025 Calavo Management Unaudited Projections. Representatives of Evercore then discussed certain updated preliminary financial analyses, including estimated cost synergies, regarding Mission Produce, Calavo and a potential strategic combination, in each case, based on the September 2025 Calavo Management Unaudited Projections. Following discussions, the Mission Produce Board authorized Mission Produce management to seek four weeks of exclusivity for Mission Produce to conduct due diligence and to submit the non-binding indication of interest, which was submitted on September 18, 2025, to acquire 100% of the outstanding shares of Calavo Common Stock in exchange for consideration of between $28.00 and $32.00 per share

 

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of Calavo Common Stock, indicating that 50% of the consideration would be paid in cash, and the remaining 50% would be paid in shares of Mission Produce Common Stock, but that Mission Produce was willing to consider changes regarding the mix of consideration.

On September 18, 2025, representatives of Jefferies received four indications of interest from each of Mission Produce, Bidder A, Bidder B and Bidder C, as summarized below:

 

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Mission Produce delivered a non-binding indication of interest, which proposed an acquisition of 100% of the outstanding shares of Calavo Common Stock in exchange for consideration having a stated value of approximately $28.00 to $32.00 per share of Calavo Common Stock (the “Mission Produce September 18 Proposal”). The Mission Produce September 18 Proposal indicated that 50% of the consideration would be paid in cash, and the remaining 50% would be paid in shares of Mission Produce Common Stock, but that Mission Produce was willing to consider changes regarding the consideration mix. The Mission Produce September 18 Proposal did not specify the implied pro forma ownership of the Calavo shareholders in the potential combined company, but included estimated cost synergies based on the due diligence to date.

 

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Bidder A delivered a non-binding indication of interest, which revised the Bidder A Initial Proposal to propose the acquisition of 100% of the outstanding shares of Calavo Common Stock in exchange for either: (a) 100% stock consideration at a fixed exchange ratio based on the pricing date of the offer, plus contingent value rights (“CVRs”) linked to the potential release of Mexican IVA tax receivables, or (b) cash and stock consideration, with $7.60 per share payable in cash and a fixed amount of shares for each share of Calavo Common Stock, representing a mix of 25% cash and 75% stock, plus CVRs (the “Bidder A September 18 Proposal”). Following such transactions in the Bidder A September 18 Proposal, the Calavo shareholders would own a majority of the combined company’s shares. Both offers implied a price per share of $30.00, or $33.00 per share, assuming full payment of the CVRs. In addition, Bidder A indicated that its revised proposal was contingent on the satisfactory resolution of Calavo’s ongoing tax disputes with Mexican tax authorities.

 

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Bidder B delivered a non-binding indication of interest, which proposed a reverse merger pursuant to which Calavo would merge with and into a newly formed subsidiary of Bidder B, and in connection with such proposal the entity affiliated with Bidder B would become a publicly traded company (the “Bidder B Initial Proposal”). The Bidder B Initial Proposal included per share consideration having a stated value of approximately $32.50, consisting of $8.90 of cash, representing 27% of the total consideration, and the remaining 73% consisting of shares of Bidder B to become publicly listed in connection with such transaction, based on certain proposed valuation assumptions by Bidder B, representing implied pro forma ownership by the Calavo shareholders in the combined company of approximately 16%.

 

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Bidder C delivered a non-binding indication of interest, which proposed that an affiliated entity of Bidder C would merge into Calavo by exchanging 100% of its shares for Calavo Common Stock with an undefined ownership split. Bidder C additionally proposed that Bidder C would invest approximately $110 million into Calavo through a special purpose vehicle in exchange for additional shares of Calavo Common Stock (the proposed merger together with the investment, the “Bidder C Initial Proposal”). The Bidder C Initial Proposal did not indicate a value for the proposed consideration, nor was the value calculable based on information provided in the Bidder C Initial Proposal.

The other Bidders that had initially expressed interest in a transaction with Calavo all declined to submit an indication of interest, other than Ms. Aslam who indicated that while she was not yet in a position to deliver a written indication of interest, discussions with potential financial partners were continuing. On September 18, 2025, the closing price per share of Calavo Common Stock was $27.82.

On September 25, 2025, representatives of Jefferies and Cozen O’Connor met with each of the Calavo Special Transactions Committee and the Calavo Board to discuss the non-binding initial proposals received to

 

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date. The Calavo Special Transactions Committee and the Calavo Board each considered (i) the implied values per share of Calavo Common Stock offered in connection with each of the initial proposals and the underlying earnings multiples used by each Bidder, and the implied premium of such offers relative to the closing price per share of Calavo Common Stock on June 11, 2025 (prior to the public announcement of the Bidder A Initial Proposal) and September 24, 2025 (the latest trading date); (ii) the potential cost synergies to be achieved through each combination; (iii) the proposed mix of cash and equity consideration proposed by each Bidder; (iv) the tax treatment of the consideration to the Calavo shareholders; (v) the amount of debt financing proposed in the transaction and the resulting pro forma leverage profile of each of the Bidders; and (vi) the certainty of closing each potential transaction, including the impact of a potential antitrust review. Following these discussions, the Calavo Board authorized representatives of Jefferies to advance Mission Produce, Bidder A and Bidder B to the next phase of the process and allow them to begin more fulsome due diligence and seek to improve the terms of their proposals, and to seek key preliminary reverse due diligence information from each.

Throughout the remainder of September, October and early November, Calavo management and its advisors facilitated extensive due diligence with each of Mission Produce, Bidder A and Bidder B, including site visits, management meetings and responding to detailed due diligence requests regarding Calavo’s financial performance, operations and tax matters. During this period, Calavo also received access to information of Mission Produce, Bidder A and Bidder B to enable Calavo to conduct reverse due diligence.

On October 7, 2025, at the direction of the Calavo Special Transactions Committee, representatives of Jefferies distributed a process letter for the next phase of the transaction to Mission Produce, Bidder A, and Bidder B and their financial advisors outlining instructions for submitting updated, non-binding proposals no later than October 30, 2025.

On October 17, 2025, Ms. Aslam notified representatives of Jefferies by e-mail that she no longer intended to pursue a potential take-private transaction of Calavo.

On October 27, 2025, representatives of Jefferies communicated to Mission Produce, Bidder A, Bidder B and their financial advisors that the deadline to submit updated, non-binding proposals would be extended to November 14, 2025 to allow for additional responses to the Bidders’ additional due diligence requests, and to better inform the Bidders’ proposals.

On November 6, 2025, at the request of Bidder B, members of Bidder B’s management and board of directors met with the Calavo Board and members of Calavo management, with representatives of each of their advisors in attendance, to provide an overview of their business, as well as present their vision for a potential strategic combination and capital markets considerations.

On November 12, 2025, Calavo announced that Mr. Cole would retire as President and Chief Executive Officer effective as of December 8, 2025 and B. John Lindeman would be appointed as his successor effective upon Mr. Cole’s retirement.

On November 13, 2025, in advance of the deadline to submit updated proposals, the Mission Produce Board held a meeting, with representatives of the Mission Produce management team and Evercore attending. At this meeting, representatives of Mission Produce management provided an update to the Mission Produce Board regarding business due diligence since the last meeting. Representatives of Evercore then presented certain updated preliminary financial analyses, including projected financial information and projected cost synergies, regarding Mission Produce, Calavo and a potential strategic combination. Following discussions, the Mission Produce Board authorized the Mission Produce management team to submit an updated non-binding indication of interest, which was submitted on November 14, 2025, to acquire 100% of the outstanding shares of Calavo Common Stock in exchange for consideration of $30.00 per share of Calavo Common Stock, consisting of: $18.00 in cash (60% of the consideration per share) and the remainder in Mission Produce Common Stock (40% of the consideration per share).

 

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On November 14, 2025, representatives of Jefferies received updated proposals from Mission Produce, Bidder A and Bidder B, each of which presented revised proposals, subject to confirmatory due diligence and definitive documentation, and each requesting a period of exclusivity on terms summarized below.

 

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Mission Produce delivered an updated non-binding indication of interest (the “Mission Produce November 14 Proposal”), which offered consideration at the stated value of $30.00 per share of Calavo Common Stock, consisting of: $18.00 in cash (60% of the consideration per share); and $12.00 in Mission Produce Common Stock (40% of the consideration per share). The Mission Produce November 14 Proposal included projected cost synergies resulting from SG&A efficiency gains, distribution and logistics optimization, improved packing and sourcing and removal of certain public company costs based on extensive commercial and operational due diligence by Mission Produce’s advisors. The Mission Produce November 14 Proposal indicated that exclusivity would be required through confirmatory legal and tax due diligence process, which was estimated by Mission Produce to be approximately two weeks.

 

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Bidder A delivered an updated non-binding indication of interest, which increased the Bidder A Initial Proposal (the “Bidder A November 14 Proposal”) to a stated value of $30.77 per share of Calavo Common Stock, consisting of: $7.50 in cash (24% of the consideration per share); $20.27 in Bidder A common stock (consisting of 66% of the consideration per share), representing approximately 59% of the pro forma shares outstanding after the consummation of the transaction; and $3.00 in CVRs linked to the potential release of Mexican IVA tax receivables. In addition, the proposal also remained contingent on the satisfactory settlement of Calavo’s disclosed Mexican tax dispute. The Bidder A November 14 Proposal requested exclusivity for 60 days following acceptance of the Bidder A November 14 Proposal.

 

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Bidder B delivered an updated non-binding indication of interest, which further revised the Bidder B Initial Proposal (the “Bidder B November 14 Proposal”), which contemplated the same structure, and proposed per share consideration having a stated value of approximately $32.50 per share of Calavo Common Stock consisting of: $8.90 in cash prior to the proposed deduction of Calavo’s transaction expenses from such consideration (27% of the consideration per share); and $23.60 in shares of the combined company (73% of the consideration per share) based on certain proposed valuation assumptions presented by Bidder B, representing approximately 16% of the pro forma shares outstanding after the consummation of the transaction. Bidder B proposed the same stated valuation for its contributed business as in the Bidder B Initial Proposal although it provided 2025E and 2026E financial projections that were reduced from the levels provided with the Bidder B Initial Proposal. The Bidder B November 14 Proposal requested exclusivity for 60 days following acceptance of the Bidder B November 14 Proposal.

On November 14, 2025, the closing price per share of Calavo Common Stock was $20.87.

On November 17, 2025, at Mission Produce’s request, Stephen J. Barnard, Chief Executive Officer of Mission Produce, and John M. Pawlowski, President and Chief Operating Officer of Mission Produce, met with members of the Calavo Board, with representatives of Jefferies and Evercore present, to present Mission Produce’s view on the combination of the companies, as well as discuss the Mission Produce November 14 Proposal. Mission Produce conveyed its strong belief in the strategic merits of a potential combination, including opportunities for cost synergies and value creation.

On November 20, 2025, each of the Calavo Special Transactions Committee and the Calavo Board met with representatives of Jefferies and Cozen O’Connor and reviewed a summary of the three revised proposals from Mission Produce, Bidder A and Bidder B. The Calavo Special Transactions Committee and the Calavo Board analyzed with representatives of Jefferies and Cozen O’Connor each proposal based on several factors, including (i) the preliminary financial analyses provided by representatives of Jefferies, which reflected the implied value of each of the revised proposals based on ranges of potential pro forma trading multiples and anticipated synergies, indicating a higher implied value for the Mission Produce November 14 Proposal compared to the

 

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other proposals; (ii) in the case of Bidder B, adjustments to the cash consideration for transaction expenses and other adjustments; (iii) the relative certainty of consummating each of the proposed transactions, including (a) the potential impact of an antitrust review, (b) the length of the expected period between signing and closing of each such transaction, (c) the likelihood of obtaining necessary shareholder approval, including the impact of recent acquisitions of equity securities in Mission Produce, as reflected in filings made under Section 13(d) of the Exchange Act, and (d) other structural and capital markets considerations; and (iv) the status of due diligence review by each of the Bidders. The Calavo Special Transactions Committee and the Calavo Board also reviewed with its advisors the timelines associated with each of the potential transactions, the stated requirement of each of Mission Produce, Bidder A and Bidder B to proceed under exclusivity considering the time and efforts expended to date and the costs associated with working toward a definitive agreement. The Calavo Board also received a presentation from Mr. Lindeman regarding his preliminary plan for Calavo as a stand-alone business following the effective date of his appointment to Chief Executive Officer of Calavo. Cozen O’Connor also presented a review of the Calavo Board’s fiduciary duties under the CGCL in connection with the strategic review process and a potential transaction, including in connection with the potential grant of exclusivity. The Calavo Board assessed Calavo’s short- and long-term opportunities and threats, including opportunities to enhance shareholder value, against an opportunity to return capital to shareholders through cash consideration, while retaining an equity interest in a larger business through the equity consideration. Based on these discussions, the Calavo Board instructed representatives of Jefferies to continue discussions with Mission Produce and indicate that Calavo would be prepared to grant two weeks of exclusivity to Mission Produce, if Mission Produce revised its proposal to (i) increase to $32.50 per share of Calavo Common Stock (with the $2.50 of incremental consideration expected to be in the form of equity), with the stock consideration to be valued based on a fixed exchange ratio to be agreed at signing; (ii) provide for the appointment of two Calavo directors to the Mission Produce Board; (iii) provide for a reverse termination fee in the event of failure to receive antitrust approval; and (iv) to provide confirmation of the opportunity for Calavo to complete comprehensive reverse due diligence and to understand Mission Produce’s approach to retention and severance. The Calavo Board also directed representatives of Jefferies to seek Mission Produce’s response to this counter-proposal by November 23, 2025 to facilitate the Calavo Board’s consideration prior to potentially making counter-proposals to one or more other parties.

On November 21, 2025 (the last trading day preceding Sunday, November 23, 2025), the closing price per share of Calavo Common Stock was $18.81 and the closing price per share of Mission Produce Common Stock was $12.02.

On November 21, 2025, representatives of Jefferies communicated to Evercore that the Calavo Board was willing to grant exclusivity to Mission Produce, subject to the terms discussed by the Calavo Board and Calavo Special Transactions Committee.

On November 22, 2025, the Mission Produce Board held a meeting with representatives of Mission Produce management and Evercore attending. At that meeting, members of Mission Produce management and representatives of Evercore reviewed with the Mission Produce Board the status of negotiations with and due diligence of Calavo since the prior meeting, including Calavo’s expression of interest in pursuing a transaction with Mission Produce and its request for an improved proposal in exchange for exclusivity. The Mission Produce Board also discussed Calavo’s requests regarding non-economic terms. Representatives of Evercore then presented certain updated preliminary financial analyses regarding Mission Produce, Calavo and a potential strategic combination. Following discussions, the Mission Produce Board authorized Mission Produce management to submit an updated non-binding indication of interest to acquire 100% of the outstanding shares of Calavo Common Stock in exchange for consideration of $31.00 per share of Calavo Common Stock, with 60% of the consideration payable in cash and 40% payable in shares of Mission Produce Common Stock, valued using a fixed exchange ratio to be set at signing. In addition, the Mission Produce Board authorized that the revised proposal reflect that (i) Mission Produce would appoint one independent director from the Calavo Board to serve on the Mission Produce Board and may consider an additional representative from the Calavo Board to serve on the Mission Produce Board; (ii) the definitive merger agreement would be subject to a reverse termination fee

 

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equal to 3% of Calavo’s enterprise value; and (iii) negotiation of a definitive merger agreement would be subject to an exclusivity period of three weeks, subject to two successive seven-day extensions under certain conditions.

On November 23, 2025, representatives of Evercore verbally communicated to representatives of Jefferies that Mission Produce would be willing to increase its proposal to $31.00 per share (60% of which would be in the form of cash and 40% would be in the form of Mission Produce Common Stock, valued using a fixed exchange ratio to be set at signing). In addition, the revised proposal from Mission Produce reflected that (i) Mission Produce would appoint one independent director from the Calavo Board to serve on the Mission Produce Board and may consider an additional representative from the Calavo Board to serve on the Mission Produce Board; (ii) the definitive merger agreement would be subject to a reverse termination fee equal to 3% of Calavo’s enterprise value; and (iii) negotiation of a definitive merger agreement would be subject to an exclusivity period of three weeks, subject to two successive seven-day extensions under certain conditions.

On November 23, 2025, the Calavo Board held a special meeting. At the meeting, representatives of Jefferies reviewed with the Calavo Board the further revised proposal from Mission Produce that was verbally delivered by representatives of Evercore and the Calavo Board discussed the revised proposal and requested exclusivity agreement, including the risks and benefits related thereto. The Calavo Board instructed representatives of Jefferies to negotiate a revised proposal that provided for a reverse termination fee equal to 5% of Calavo’s enterprise value and limited the exclusivity period to two weeks, rather than three weeks, subject to two successive seven-day extensions under certain conditions.

From November 23 to November 25, 2025, representatives of Latham and Cozen O’Connor negotiated the terms of the exclusivity agreement.

On November 25, 2025, Calavo publicly announced that Michael Browne, Executive Vice President of Sales & Operations, would retire effective December 31, 2025. On the same day, representatives of Evercore contacted representatives of Jefferies to indicate Mission Produce’s interest in understanding recently announced leadership changes, as well as Calavo’s preliminary financial results for the fourth quarter.

On November 28, 2025, the Chairperson of the Calavo Special Transactions Committee, select members of the Calavo Board and Calavo management, and advisors met with Mission Produce management and its advisors to discuss recently announced leadership changes and management succession at Calavo, and to provide information regarding Calavo’s preliminary financial and operational performance for the recently completed fourth quarter, which was still being finalized but which was expected to fall short of market expectations and the September 2025 Calavo Management Unaudited Projections, resulting primarily from the impacts of challenging conditions in the avocado market on Calavo’s Fresh business.

On November 29, 2025, the Mission Produce Board held a meeting, with representatives of Mission Produce management and Evercore attending. At that meeting, members of Mission Produce management and representatives of Evercore updated the Mission Produce Board on the status of due diligence and negotiations by members of Mission Produce management and representatives of Evercore, including the recently announced leadership changes and management succession at Calavo, and Calavo’s preliminary financial performance for the fourth quarter, the subsequent discussions with Calavo management, and the remaining open due diligence matters. The Mission Produce Board considered the benefits and drawbacks of entering into exclusivity with Calavo, including the nature and scope of remaining due diligence and its potential impacts on valuation. Following these discussions, the Mission Produce Board authorized the Mission Produce management team to reaffirm Mission Produce’s willingness to enter into exclusivity and proceed on the terms previously discussed at the November 22 Mission Produce Board meeting, subject to the satisfactory completion of Mission Produce’s due diligence review and the designation of one director to the Mission Produce Board by mutual determination of Mission Produce and Calavo.

 

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Later that day, representatives of Mission Produce management provided Calavo with a written proposal reflecting the increased purchase price of $31.00 per share of Calavo Common Stock consistent with the terms previously discussed, subject to the satisfactory completion of Mission Produce’s due diligence review and the designation of one director to the Mission Produce Board by mutual determination of Mission Produce and Calavo (the “Mission Produce November 29 Proposal”). On November 28, 2025 (the last trading day preceding Saturday, November 29, 2025), the closing price per share of Calavo Common Stock was $20.49 and the closing price per share of Mission Produce Common Stock was $12.02.

Later that evening, after further discussion with the Calavo Special Transactions Committee, its advisors, and Mission Produce regarding valuation, process and Calavo’s recent business performance and material recent management transitions, by unanimous written consent, the Calavo Board authorized Calavo to enter into a 14-day exclusivity agreement with Mission Produce subject to two successive seven-day extensions of such agreement under certain conditions (the “Exclusivity Agreement”).

On November 30, 2025, Mission Produce and Calavo executed the Exclusivity Agreement. Shortly thereafter, representatives of Jefferies notified the financial advisors to Bidders A and B that Calavo had entered a period of exclusivity with another party.

Beginning November 30, 2025 and into January 2026, Calavo and its legal, financial and tax advisors facilitated responses to due diligence requests by Mission Produce, and performed reverse due diligence on Mission Produce, including financial, tax and legal matters and cost synergies analysis, in each case, in light of the significant equity component of the proposed transaction. Calavo also engaged various third-party advisors to assist Calavo in its reverse due diligence, including engaging a third-party advisor to assist Calavo management in its analysis of the potential cost synergies to be implemented by the Combined Company following the Closing. Such analysis considered the cost synergies previously identified by Mission Produce in the Mission Produce November 14 Proposal and the Mission Produce November 29 Proposal, as well as cost synergies potentially available to the Combined Company, and analyzed the opportunities for the Combined Company to realize such projected cost synergies following the Closing. During this period and through the signing of the Merger Agreement, based on the information available to Calavo management, Calavo management and its advisors considered a range of projected cost synergies for the Combined Company consistent with the expected cost synergies described in “—Certain Calavo Unaudited Prospective Financial Information—Calavo Projected Cost Synergies” and provided such information to the Calavo Special Transactions Committee and the Calavo Board. During this period, Calavo management and its advisors regularly updated members of the Calavo Special Transactions Committee and the Calavo Board of their reverse due diligence findings. During this period, Mission Produce management and its advisors regularly updated members of the Mission Produce Board of their due diligence findings and negotiations with respect to the Merger Agreement, and the Mission Produce Board provided their perspectives and feedback thereon.

On December 4, 2025, Latham & Watkins circulated an initial draft of the Merger Agreement.

On December 5, 2025, the Calavo Board met and discussed retention efforts for key members of the management team in light of the potential transaction and the receipt of the initial draft of the Merger Agreement. The Calavo Board also discussed recent feedback from select Calavo shareholders regarding the timing of completion for the previously announced strategic review process or potential return of capital to Calavo shareholders in the event that a strategic transaction was not consummated.

On December 8, 2025, in accordance with the previously announced CEO-transition, Mr. Cole retired as Chief Executive Officer of Calavo and Mr. Lindeman became Calavo’s Chief Executive Officer.

On December 8, 2025, representatives of Jefferies delivered to Cozen O’Connor, on behalf of Calavo, disclosures regarding Jefferies’ relationships during the prior two years with Calavo, Mission Produce and each of their affiliates. For additional information, see “ —Opinion of Calavo’s Financial Advisor.”

 

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On December 9, 2025, the Calavo Special Transactions Committee met, with representatives of Cozen O’Connor present, to review the Merger Agreement, including key issues such as the exchange ratio, treatment of Calavo equity awards in the Mergers, regulatory approval process, conduct of the businesses between signing a definitive agreement and closing, and termination rights of each of the parties and the fees payable on certain terminations, among other topics. The Calavo Special Transactions Committee and Cozen O’Connor also discussed the process for reviewing and confirming Calavo’s representations and warranties with Calavo’s management.

On December 10, 2025, the Calavo Special Transactions Committee met with representatives of Cozen O’Connor and Jefferies to further discuss perspectives on open items in the Merger Agreement, including the exchange ratio and Calavo’s right to terminate the Merger Agreement in the event of an extended antitrust review.

On December 15, 2025, Cozen O’Connor circulated a revised draft of the Merger Agreement to Latham & Watkins, and on December 22, 2025, Cozen O’Connor circulated an initial draft of the Calavo Disclosure Letter to the Merger Agreement (the “Calavo Disclosure Letter”).

On December 18, 2025, Mission Produce publicly announced its financial results for the fiscal fourth quarter and the fiscal year ended October 31, 2025. On December 18, 2025, the closing price per share of Mission Produce Common Stock was $13.13.

Later that day, the Calavo Special Transactions Committee reviewed Calavo’s actual financial results for the fiscal fourth quarter and the fiscal year ended October 31, 2025. Calavo’s Adjusted EBITDA for this period was approximately $7 million less than Calavo had forecasted internally and in the September 2025 Calavo Management Unaudited Projections. At the Calavo Special Transactions Committee’s direction, representatives of Jefferies shared Calavo’s fiscal year 2025 actual financial results with Mission Produce later that day.

On December 22, 2025, representatives of Latham & Watkins and Cozen O’Connor met to discuss issues related to the Merger Agreement and Calavo Disclosure Letter.

On December 22, 2025, the Calavo Special Transactions Committee met, with Cozen O’Connor attending, to discuss the preliminary results of Calavo’s reverse due diligence to date, and the issues related to the Merger Agreement and Calavo Disclosure Letter.

On December 22, 2025, Calavo and Mission Produce agreed to extend the Exclusivity Agreement to January 6, 2026, with a provision that such date shall be automatically extended for an additional five days (until January 11, 2026) if the parties continued good faith negotiations.

On December 23, 2025, representatives of Cozen O’Connor and Latham & Watkins met to discuss issues related to the Merger Agreement and Calavo Disclosure Letter.

On December 30, 2025, representatives of Evercore and Jefferies discussed the status of negotiations with respect to the proposed transaction, due diligence and the potential timeline for seeking final approvals and announcing a transaction. The representatives of Evercore indicated that Mission Produce had concerns about the decrease in Calavo’s recent financial performance and its impact on projected financial performance and expected that the Mission Produce Board would have a comprehensive discussion with its advisors and Mission Produce management on the topic.

On December 31, 2025, the Calavo Board met and adopted a revised five-year forecast (the “December 2025 Calavo Management Unaudited Projections”), which revisions were primarily driven by a decrease in Calavo’s financial results for the fiscal fourth quarter and the fiscal year ended October 31, 2025, primarily

 

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caused by an oversupply in the avocado market and other market conditions. The Calavo Board authorized representatives of Jefferies to use the December 2025 Calavo Management Unaudited Projections in connection with its financial analysis and to provide the December 2025 Calavo Management Unaudited Projections to Mission Produce in connection with its due diligence.

Later that day, on December 31, 2025, Latham & Watkins circulated a revised draft of the Merger Agreement and Calavo Disclosure Letter to Cozen O’Connor, and representatives of Jefferies provided Mission Produce with the December 2025 Calavo Management Unaudited Projections.

On January 2, 2026, the Calavo Special Transactions Committee met to review and discuss issues on the Merger Agreement and the Calavo Disclosure Letter relating to the treatment of Calavo equity awards in the Mergers, covenants relating to the operation of each respective business between signing a definitive agreement and closing, regulatory approval, access to information regarding Calavo’s business between signing the definitive merger agreement and closing, termination rights of each of the parties and the fees payable on certain terminations, among other topics, and the intended tax treatment and opinions of counsel regarding the same, among other topics.

On January 4, 2026, the Calavo Special Transactions Committee met with representatives of Jefferies and Cozen O’Connor to discuss developments since the last update to the Calavo Special Transactions Committee, including the announcement of Mission Produce’s results for the fourth quarter of fiscal year 2025, analysts’ expectations for Calavo’s fourth quarter results against the results that were scheduled to be announced by January 14, 2026 and the impact thereof on the projected exchange ratio. Representatives of Jefferies reviewed with the Calavo Special Transactions Committee a summary of its December 30, 2025 conversation with representatives of Evercore and outlined the factors that representatives of Jefferies would consider in connection with its financial analysis.

On January 5, 2026, Cozen O’Connor circulated a revised draft of the Merger Agreement and Calavo Disclosure Letter to Latham & Watkins.

On January 5, 2026, the Calavo Board met with representatives of Cozen O’Connor and Jefferies. Representatives of Cozen O’Connor reviewed the fiduciary duties of Calavo’s directors and officers and summarized the key terms of the latest draft of the Merger Agreement including structure, consideration, treatment of equity awards, dissenters’ rights, taxability of the transaction, representations and warranties of Calavo and proposed announcement timeline for the transaction. Representatives of Jefferies reviewed with the Calavo Board certain preliminary financial analyses with respect to Mission Produce’s latest proposal and Calavo continuing as a standalone business. Representatives of Jefferies also discussed its recent conversations with representatives of Evercore, including Mission Produce’s concern regarding Calavo’s recent financial performance and lowered projections. Representatives of Jefferies also presented certain preliminary analyses and considerations relating to the potential trading impact of the upcoming public announcement of Calavo’s recent results (planned for January 14, 2026) and financial outlook. The Calavo Board also discussed the projected cost synergies, as further described in “—Certain Calavo Unaudited Prospective Financial Information; Calavo Projected Cost Synergies.” The Calavo Board also reviewed the transaction process including Mission Produce’s financing obligations, the antitrust review timeline, conduct of business between signing and closing, the implied value of the proposed consideration and potential alternatives should Mission Produce reduce its proposed valuation resulting in the termination of exclusivity. Following these discussions, the Calavo Board instructed representatives of Jefferies to speak with representatives of Evercore to highlight the significant strategic and financial opportunities associated with the potential transaction for Mission Produce, if completed on the terms of the Mission Produce November 29 Proposal, and the likelihood that the Calavo Board would immediately seek alternatives if the proposed transaction terms changed.

Subsequent to this meeting, at the direction of the Calavo Board, representatives of Jefferies again spoke with representatives of Evercore to communicate the Calavo Board’s message.

 

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On January 6, 2026, the Mission Produce Board held a meeting, with representatives of Mission Produce management, Latham & Watkins and Evercore attending. At that meeting, Mission Produce management and representatives of Evercore reviewed with the Mission Produce Board the status of due diligence and negotiations with Calavo to date. At the meeting, Mission Produce management summarized the key findings from due diligence, including concerns regarding Calavo’s fourth quarter and fiscal year 2025 financial performance and December 2025 Calavo Management Unaudited Projections. The Mission Produce Board also reviewed with Mission Produce management and its advisors, management’s updated synergy analyses. Representatives of Evercore then presented certain updated preliminary financial analyses regarding Mission Produce, Calavo and a potential strategic combination, in each case, based on the December 2025 Calavo Management Unaudited Projections. The Mission Produce Board discussed the impact of this information on their most recent proposal to Calavo, and the potential strategies for negotiating a revised proposal with Calavo, including Calavo’s potential responses thereto, its potential impacts on exclusivity, and the expected timing of Calavo’s announcement of its financial results. After discussion, the Mission Produce Board authorized Mission Produce management to deliver to Calavo a revised non-binding proposal at a price of $24.00 per share, with consideration to consist of at least 40% Mission Produce Common Stock, subject to further due diligence and resolution of the remaining open issues in the Merger Agreement.

On January 7, 2026, representatives of Mission Produce delivered to Calavo a revised non-binding proposal reflecting a proposed price per share of $24.00, consisting of a mix of 60% cash and 40% Mission Produce Common Stock (the “Mission Produce January 7 Proposal”). The Mission Produce January 7 Proposal was also subject to completion of due diligence and finalization of the terms of the Merger Agreement.

On January 7, 2026, following discussions among the Calavo Special Transactions Committee and representatives of Jefferies and Cozen O’Connor, Calavo terminated the Exclusivity Agreement in accordance with its terms.

On January 7, 2026, the Calavo Special Transactions Committee met with Cozen O’Connor and representatives of Jefferies to recount representatives of Jefferies’ conversation with Evercore regarding the Mission Produce January 7 Proposal and the reasons given for the price reduction resulting from Mission Produce’s due diligence, including the impact of Calavo’s results for fourth quarter of fiscal 2025, and the December 2025 Calavo Management Unaudited Projections. The Calavo Special Transactions Committee discussed with representatives of Jefferies a review of alternatives to the Mission Produce January 7 Proposal such as the potential to revisit the proposals of other Bidders since the Exclusivity Agreement with Mission Produce had been terminated or alternatives to return capital to Calavo’s shareholders. The Special Transactions Committee authorized representatives of Jefferies to contact the financial advisor to Bidder B to assess Bidder B’s interest in further negotiation over a potential transaction.

Later on January 7, 2026, at the direction of the Calavo Special Transactions Committee, representatives of Jefferies contacted the financial advisor to Bidder B to update them on the process and to reopen discussions on a potential transaction. A detailed discussion between the financial advisors was held on the morning of January 8, 2026, in which representatives of Jefferies indicated that Calavo was no longer in exclusivity and was open to restarting discussions on a potential transaction. Following the meeting, representatives of Jefferies provided representatives of Bidder B with Calavo’s results for the fourth quarter of fiscal year 2025 and the December 2025 Calavo Management Unaudited Projections.

On January 8, 2026, the Calavo Board met with representatives of Cozen O’Connor and Jefferies to discuss the Mission Produce January 7 Proposal. In that meeting, representatives of Jefferies reviewed with the Calavo Board a revised preliminary financial analysis based on the Mission Produce January 7 Proposal and the December 2025 Calavo Management Unaudited Projections. Additionally, the Calavo Board discussed the recent communications with Bidder B following the termination of the Exclusivity Agreement and Calavo’s potential alternatives to a strategic transaction, including a potential share repurchase. The Calavo Board and its advisors also discussed the planned release of Calavo’s fiscal fourth quarter results on January 14, 2026 and the likely

 

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impact of such results on Calavo’s share price, particularly in the absence of the announcement of a strategic transaction. Following a discussion, upon the recommendation of the Calavo Special Transactions Committee, the Calavo Board instructed representatives of Jefferies to submit a counterproposal to Mission Produce with a proposed price of $30.00 per share of Calavo Common Stock, consisting of at least 41% of Mission Produce Common Stock (the “Calavo Counterproposal”), and to request the best offer from Bidder B as soon as practicable, indicating the aspects of the Bidder B November 14 Proposal that made it a less attractive alternative.

Also on January 8, 2026, representatives of Jefferies, on behalf of Calavo, submitted to representatives of Evercore the Calavo Counterproposal.

That same day, representatives of Jefferies also requested on a call with Bidder B’s financial advisors that Bidder B submit its best offer by no later than January 12, 2026, while also providing guidance on the aspects of Bidder B’s prior proposals that had made them less attractive, including the mix of cash and stock, and the significant uncertainty associated with valuing a private, international company not known to domestic public investors at a premium multiple, along with the challenges of a comparatively long and uncertain path to completion of a transaction (including its potential impacts on the proposed valuation that would be attributable to Bidder B’s business), to encourage Bidder B to improve its proposed price.

At the request of the Calavo Board, on January 9, 2026, Mr. Lindeman met with Mr. Pawlowski to discuss the Mission Produce January 7 Proposal and the Calavo Counterproposal. Mr. Pawlowski indicated that, based on the feedback from the Mission Produce Board, he did not expect that the Mission Produce Board would be supportive of proceeding on the basis of the Calavo Counterproposal, but he would be willing to consider discussing with the Mission Produce Board a potential revised offer at $26.00 per share of Calavo Common Stock and asked Mr. Lindeman to discuss with the Calavo Board their interest in such a potential revised proposal. Mr. Lindeman indicated that he would discuss the potential proposal with the Calavo Board, and would provide feedback as soon as available but he indicated that he did not expect that the Calavo Board would support such a transaction at that price.

On January 10, 2026, members of Calavo management and representatives of Jefferies met with Bidder B and its financial advisors to address due diligence questions and review Calavo’s fourth quarter results and the December 2025 Calavo Management Unaudited Projections to assist Bidder B in finalizing its revised proposal.

On January 10, 2026, the Calavo Board met with representatives of Jefferies and Cozen O’Connor to discuss the January 9 meeting of the Mission Produce President and Chief Operating Officer and Calavo Chief Executive Officer, and representatives of Jefferies’ revised preliminary financial analysis. Additionally, representatives of Jefferies discussed with the Calavo Board the status of the discussions with Bidder B following the termination of exclusivity under the Exclusivity Agreement. Following a discussion of the risks and benefits of a combination with Mission Produce, the certainty of closing such a transaction in light of factors such as due diligence being substantially complete and the termination rights available including with respect to antitrust review, and the January 9 meeting, the Calavo Board authorized Mr. Lindeman to submit a revised offer to Mission Produce at $28.00 per share of Calavo Common Stock, consisting of 50% cash and 50% Mission Produce Common Stock (the “Calavo January 10 Proposal”).

On January 11, 2026, Mr. Lindeman called Mr. Pawlowski to deliver the Calavo January 10 Proposal from the Calavo Board of $28.00 per share of Calavo Common Stock, consisting of 50% cash and 50% Mission Produce Common Stock. Mr. Pawlowski indicated that the Mission Produce Board would need to consider the counteroffer.

Later that day, on January 11, 2026, the Calavo Board met to discuss and strategize with respect to the preliminary reaction from representatives of Mission Produce to Calavo’s latest counteroffer. The Calavo Board discussed the short- and long-term trajectory of Calavo as a stand-alone business and the impact of a potential

 

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share buyback and/or a cash dividend as a form of return of capital to the Calavo shareholders, as well as alternative transactions, including a combination with Bidder B if a new offer was made. The Calavo Board also discussed the strengths and opportunities available to Calavo, as well as potential threats to Calavo’s business plan as a stand-alone business, including among other things, challenges of responding to a shareholder activism campaign or changes in the make-up of the Calavo Board that may require changes to such business plan. Following this meeting, representatives of Jefferies also contacted Evercore to discuss the Calavo January 10 Proposal and the rationale therefor, and to emphasize the Calavo Board’s active consideration of alternatives.

Later on January 11, 2026, representatives of the financial advisor to Bidder B contacted representatives of Jefferies and provided an oral non-binding indication of interest (the “Bidder B January 11 Proposal”) to combine with Calavo for consideration having a stated value of $32.50 per share, consisting of approximately $10.00 in cash (less transaction expenses) and $22.50 in shares of a newly formed public company to be created by Bidder B, with no change made to Bidder B’s proposed valuation of Bidder B (which was based on certain proposed valuation assumptions by Bidder B that were more favorable to Bidder B than the previously proposed valuation), which formed the basis of the stated $22.50 per share value of the to-be-formed public company. In addition, the Bidder B January 11 Proposal was based on Calavo granting Bidder B a 60-day exclusivity period, as well as payment of a 4% break-up fee in the event that no transaction with Bidder B was completed and an alternative transaction was subsequently closed. Representatives of Jefferies and of Bidder B’s financial advisor also met on January 13, 2026 to discuss the Bidder B January 11 Proposal and the transaction process and timing in relation to Calavo’s anticipated earnings release.

On January 12, 2026, at the direction of the Calavo Board, representatives of Jefferies contacted representatives of Evercore to notify Mission Produce that Calavo had solicited and received a non-binding proposal from another active party in excess of the $31.00 per share proposal that had been the basis for entering exclusivity with Mission Produce, and that the Calavo Board was supportive of continuing those discussions if a supportable transaction could not be reached promptly with Mission Produce. Representatives of Jefferies indicated that it expected that the Calavo Board might be willing to re-engage with Mission Produce at a price moderately below $28.00 per share, as long as the consideration mix approached 50% Mission Produce Common Stock.

On January 12, 2026, the Mission Produce Board held a meeting with representatives of Mission Produce management attending. At that meeting, members of Mission Produce management reviewed with the Mission Produce Board the status of negotiations, developments and discussions with Calavo since the prior meeting, including recent communications with representatives of Jefferies. The Mission Produce Board then discussed with management and its advisors the strategic opportunities represented by the potential transaction (including management’s views on potential synergies), as well as updates regarding the completion of Mission Produce’s due diligence, as well as potential strategic alternatives available to Mission Produce. Following discussions, the Mission Produce Board authorized the Mission Produce management team and its advisors to submit to Calavo a revised proposal at a price of $27.00 per share, with consideration to consist of 45% Mission Produce Common Stock and 55% cash, with the stock to be valued on a fixed exchange ratio to be calculated based on a 30-trading day VWAP, subject to resolution of the remaining open issues in the Merger Agreement and completion of Mission Produce’s due diligence.

Throughout the day on January 12, 2026, the President and Chief Operating Officer of Mission Produce and the Chief Executive Officer of Calavo engaged in several discussions regarding the terms of an acceptable proposal. On the evening of January 12, 2026, representatives of Evercore contacted representatives of Jefferies and offered, at the direction of the Mission Produce Board, a revised offer of $27.00 per share of Calavo Common Stock, consisting of a mix of 55% cash and 45% Mission Produce Common Stock, with the stock to be valued on a fixed exchange ratio to be calculated based on the 30-trading day VWAP (the “Mission Produce Final Proposal”), subject to resolution of the remaining open issues in the Merger Agreement and completion of Mission Produce’s due diligence, with the expectation of announcing a transaction simultaneously with Calavo’s planned release of its fourth quarter and full year financial results on January 14, 2026.

 

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On January 12, 2026, the closing price per share of Calavo Common Stock was $22.18, and the closing price per share of Mission Produce Common Stock was $12.51.

Later on January 12, 2026, the Calavo Board, including each of the members of the Calavo Special Transactions Committee, met with representatives of Jefferies and Cozen O’Connor. The Calavo Board reviewed and compared the Bidder B January 11 Proposal and the Mission Produce Final Proposal. With respect to the Bidder B January 11 Proposal, representatives of Jefferies explained that the stated value of the offer from Bidder B reflected an above-market valuation multiple for Bidder B’s contributed business that would likely be viewed as an outlier among comparable public companies, and therefore the equity consideration from Bidder B would likely be valued at a meaningfully lower price in the public markets following the closing of a potential business combination than the stated consideration suggested. Furthermore, the new entity would be foreign-domiciled, controlled and unknown to domestic public investors, and could face an overhang risk with legacy shareholders seeking liquidity in the public markets. The Calavo Board also considered the certainty and timing of closing a transaction with Bidder B and the risk of a break-up fee requested by Bidder B on the potential for future transactions, should the Bidder B proposal not be consummated. The Calavo Board also noted that when compared to the Mission Produce Final Proposal, the implied value of the Bidder B January 11 Proposal was likely lower. Representatives of Jefferies also confirmed with representatives of Evercore that Mission Produce’s outside legal counsel would deliver a customary tax opinion under the terms of the Mission Produce Final Proposal. With respect to the Mission Produce Final Proposal, the Calavo Board considered, among other things, the strength, growth trajectory and resilience of the combined company, the near-term and long-term value of the consideration offered by Mission Produce and potential risks to the combined company. The Calavo Board also considered alternative methods of returning capital to Calavo shareholders if Calavo remained a standalone business, as well as the short- and long-term prospects and challenges to Calavo’s business, including the likely impact of the planned release of Calavo’s fiscal fourth quarter results on Calavo’s share price, particularly in the absence of the announcement of a strategic transaction. In connection with its deliberations, the Calavo Board also discussed the projected cost synergies. After deliberation, upon the recommendation of the Calavo Special Transactions Committee, the disinterested, non-employee members of the Calavo Board unanimously authorized representatives of Jefferies to communicate to representatives of Mission Produce that the Calavo Board would accept the revised offer from Mission Produce in the Mission Produce Final Proposal, subject to negotiation of the final terms of the Merger Agreement and the full Calavo Board unanimously also voted to authorize representatives of Jefferies to take such actions.

On January 12, 2026, Evercore provided to the Mission Produce Board a customary disclosure letter regarding their material investment banking relationships with Mission Produce and Calavo.

On January 13, 2026, Latham & Watkins delivered a revised Merger Agreement and Calavo Disclosure Letter, as well as Mission Produce Disclosure Letter to the Merger Agreement (the “Mission Produce Disclosure Letter” together with the Calavo Disclosure Letter, the “Disclosure Letters”) to Cozen O’Connor. From January 13, 2026 until the announcement of the execution of the Merger Agreement on January 14, 2026, the parties attended several negotiation calls to seek to finalize the proposed terms of the Merger Agreement and delivered multiple revised drafts of the Merger Agreement and the Disclosure Letters. During this period, the parties also finalized their due diligence.

On January 14, 2026, the Mission Produce Board held a meeting with representatives of Mission Produce management, Latham & Watkins and Evercore present, to consider the proposed transaction with Calavo. At the meeting, members of Mission Produce management reviewed with the Mission Produce Board the strategic rationale for the transaction, including the potential cost synergies and growth opportunities expected to result from the combination. Members of Mission Produce management also reviewed with the Mission Produce Board the proposed draft of Mission Produce’s five-year financial forecast and the December 2025 Calavo Management Unaudited Projections, including the synergy estimates prepared by Mission Produce management reflected therein. Representatives of Latham & Watkins reviewed with the Mission Produce Board the material terms and conditions of the Merger Agreement, including the representations and warranties, covenants, closing conditions, termination

 

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rights, and the circumstances under which a reverse termination fee would be payable. Representatives of Latham & Watkins also reviewed with the Mission Produce Board the directors’ fiduciary duties in connection with their consideration of the proposed transaction. Representatives of Evercore then presented their financial analysis and rendered to the Mission Produce Board Evercore’s oral opinion, subsequently confirmed by delivery of a written opinion dated January 14, 2026, that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be paid to the holders of Calavo Common Stock in the Mergers was fair, from a financial point of view, to Mission Produce. Following discussion, including consideration of the factors described in the section entitled “The Mergers — Mission Produce’s Reasons for the Mergers,” the Mission Produce Board (i) approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, (ii) determined that the Mergers and the other transactions contemplated by the Merger Agreement, taken together, are advisable, fair to and in the best interests of Mission Produce and its stockholders, (iii) directed that the approval pursuant to Nasdaq Rule 5635 of the Mission Produce Share Issuance be submitted to a vote at a meeting of Mission Produce stockholders, and (iv) resolved to recommend the approval of the Mission Produce Share Issuance Proposal at the Mission Produce Special Meeting as set forth in the Merger Agreement.

On January 14, 2026, the Calavo Board, including each of the members of the Special Transactions Committee, met with representatives of Jefferies and Cozen O’Connor to consider the approval of the Merger Agreement and the related transactions. Representatives of Cozen O’Connor reviewed the fiduciary duties of Calavo’s directors and officers and confirmed that, other than Mr. Lindeman (in his capacity as officer, as further described in the section under the caption “—Interests of Calavo’s Directors and Officers in the Mergers”), none of the directors had a material financial interest in the Mergers. Representatives of Cozen O’Connor also reviewed the terms of the Merger Agreement, including the resolution of the remaining open issues, as well as Calavo’s obligations between signing and closing, the parties’ termination rights and the conditions to closing. Representatives of Jefferies then reviewed with the Calavo Board Jefferies’ financial analysis of the Merger Consideration, and, at the request of the Calavo Board, delivered its opinion (which Jefferies subsequently confirmed in writing) that, as of such date, and based upon and subject to various assumptions made, procedures followed, matters considered, and limitations and qualifications on the scope of review undertaken as described in its opinion, the Merger Consideration to be received by the holders of shares of Calavo Common Stock in the First Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders (other than Mission Produce, Merger Sub I, Merger Sub II and their respective affiliates). For a more detailed description of Jefferies’ opinion, please see “—Opinion of Calavo’s Financial Advisor.” The Calavo Board again reviewed and discussed reasons for potentially approving the Mergers, as well as the risks and uncertainties related thereto, in each case, as further described in the section under the caption “— Calavo’s Reasons for the Mergers,” and reviewed the proposed resolutions in connection with the approval of the Merger Agreement and the First Merger. After discussion, the Calavo Special Transactions Committee unanimously (i) determined that the Merger Agreement, the Merger Documents and the other transactions contemplated by the Merger Documents were fair to and in the best interests of Calavo and its shareholders and (ii) recommended that the Calavo Board (A) approve the Merger Agreement and the First Merger and (B) recommend that the holders of Calavo Common Stock entitled to vote thereon approve the Merger Agreement Proposal. Upon the recommendation of the Calavo Special Transactions Committee, each of the disinterested, non-management members of the Calavo Board, as well as the entire Calavo Board, unanimously (i) determined that the terms of the Merger Agreement and the other Merger Documents, the First Merger and the other transactions contemplated by the Merger Documents were fair to and in the best interests of Calavo and its shareholders, (ii) approved the execution, delivery and performance of the Merger Agreement and each of the other Merger Documents to which Calavo is party, (iii) recommended that the Calavo shareholders approve the Merger Agreement Proposal at the Calavo Special Meeting, and (iv) declared that the Merger Agreement and the other Merger Documents and the First Merger are advisable. The Calavo Board approved the final form of Merger Agreement by unanimous written consent on that date.

On January 14, 2026, Calavo and Mission Produce executed the Merger Agreement.

 

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On January 14, 2026, following the Nasdaq market close, Calavo and Mission Produce issued a joint press release, and on January 15, 2026, each of the parties filed a Current Report on Form 8-K announcing entry into the Merger Agreement.

Mission Produce’s Reasons for the Mergers; Recommendation of the Mission Produce Board

The oral opinion of Evercore rendered to the Mission Produce Board on January 14, 2026, subsequently confirmed by delivery of a written opinion dated January 14, 2026, that as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be paid to the holders of Calavo Common Stock in the Mergers was fair, from a financial point of view, to Mission Produce, as more fully described below in the section entitled “—Opinion of Mission Produce’s Financial Advisor” beginning on page 91 and the full text of the written opinion of Evercore attached as Annex B to this joint proxy statement/prospectus.

After careful consideration, on January 14, 2026, the Mission Produce Board (a) approved, adopted and declared advisable the Merger Agreement and the Transaction, including the Mergers and the Mission Produce Share Issuance, (b) determined that the Merger Agreement and the Transaction, including the Mergers and the Mission Produce Share Issuance, are advisable, fair to and in the best interests of, Mission Produce and its stockholders, on the terms and subject to the conditions set forth therein, (c) subject to the terms of the Merger Agreement, resolved to recommend that Mission Produce’s stockholders approve the Mergers, the Mission Produce Share Issuance Proposal and the Mission Produce Adjournment Proposal, and (d) directed that the Mission Produce Share Issuance be submitted to Mission Produce’s stockholders for approval at the Mission Produce Special Meeting.

The Mission Produce Board recommends that Mission Produce stockholders vote “FOR” the Mission Produce Share Issuance Proposal and the Mission Produce Adjournment Proposal.

In reaching its determinations and recommendations, the Mission Produce Board held a number of meetings, consulted with Mission Produce’s senior management and its outside legal, financial and other advisors, and considered a number of factors, including the following factors that weighed in favor of the Mergers (not necessarily presented in order of relative importance).

Benefits of a Combined Company. The belief of the Mission Produce Board that the Combined Company would be well-positioned to increase value for Mission Produce stockholders, including due to:

 

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the expectation that the Combined Company will generate meaningful annualized cost synergies;

 

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Mission Produce’s confidence that the Mergers are more attractive to Mission Produce than remaining as a stand-alone company or pursuing other acquisition or business combination opportunities reasonably available to Mission Produce;

 

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the expectation that the Combined Company will be well-capitalized, with enhanced operational synergies from the combined enterprise, resulting in a stronger cash position that would enable strategic capital deployment by the Combined Company in order to accelerate the path to profitability and further increase stockholder value; and

 

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the perceived similarities between the cultures of Mission Produce and Calavo, including, among other things, shared values and commitment to integrity, operational excellence, strategic focus, stockholder value and customer satisfaction that would facilitate integration of the two companies.

 

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Merger Consideration and Exchange Ratio. The Mission Produce Board considered a number of factors related to the Merger Consideration and the favorability of the Exchange Ratio relative to the current assessment of the valuation of each company and of the expected cost synergies and other benefits of the Mergers, in addition to:

 

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the belief that Mission Produce will have the necessary financing to pay the aggregate cash portion of the Merger Consideration and that Mission Produce, following the Mergers, will be able to repay, service or refinance any indebtedness that is expected to form the interim or permanent financing for the Mergers and, with respect to such indebtedness, to comply with applicable financial covenants;

 

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recent and historical market prices for Mission Produce Common Stock and Calavo Common Stock;

 

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the fact that the Merger Agreement provides for a fixed Exchange Ratio and no adjustment will be made in the Merger Consideration to be received by Calavo shareholders in connection with the Mergers as a result of possible increases or decreases in the trading price of Mission Produce Common Stock or Calavo Common Stock following the announcement of the Mergers;

 

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the expectation that, upon consummation of the Mergers, Mission Produce stockholders would own approximately 80% of the common stock of the Combined Company and therefore are expected to participate with Calavo shareholders in the value of the Combined Company, including expected increased value based on cost synergies, future growth opportunities and other expected benefits of the Mergers;

 

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the oral opinion, subsequently confirmed in writing, rendered to the Mission Produce Board, (i) of Evercore, that, as of January 14, 2026, and based upon and subject to the various assumptions, qualifications, limitations and other matters stated in such opinion, the Merger Consideration to be paid by Mission Produce pursuant to, and in accordance with, the terms of the Merger Agreement was fair, from a financial point of view, to Mission Produce (such opinion is more fully described below under the section entitled “ —Opinion of Mission Produce’s Financial Advisor” of this joint proxy statement/prospectus, and the full text of the written opinion of Evercore is attached as Annex B to this joint proxy statement/prospectus); and

 

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certain unaudited prospective financial information exchanged between the parties to the Merger Agreement and their financial advisors, as described in more detail in the section entitled “ —Certain Unaudited Prospective Financial Information.”

Governance Structure for the Combined Company. The Mission Produce Board considered the governance structure for the Combined Company, as reflected in the Merger Agreement, including:

 

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the representation of directors from each of Mission Produce and Calavo on the board of directors of the Combined Company, reflecting the two companies’ commitment to integration, including the one Named Director, and nine directors designated by the Mission Produce Board;

 

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that John M. Pawlowski is expected to serve as the President and Chief Executive Officer of the Combined Company following the Mergers; and

 

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that key members of management of the Combined Company are expected to be existing members of Mission Produce management.

Other Factors Considered by the Mission Produce Board of Directors. In addition to considering the factors described above, the Mission Produce Board considered the following additional factors that weighed in favor of the Mergers:

 

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the Mission Produce stockholders immediately prior to the Mergers will be expected to own approximately 80% of the outstanding common stock of the Combined Company immediately following the Mergers;

 

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historical information concerning Mission Produce’s and Calavo’s respective businesses, financial condition, results of operations, earnings, trading prices and management teams;

 

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Mission Produce’s prospects on a stand-alone basis and forecasted combined basis;

 

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the expected treatment of the Mergers as a reorganization under Section 368(a) of the Code for U.S. federal income tax purposes, as more fully described in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” of this joint proxy statement/prospectus; and

 

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the current and prospective business environment in which Mission Produce and Calavo operate, including international, national and local economic conditions and the competitive and regulatory environment, and the likely effect of these factors on Mission Produce and the Combined Company.

Terms of the Merger Agreement. The Mission Produce Board considered that the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, in its belief, are reasonable. The Mission Produce Board also reviewed and considered the conditions to the consummation of the Mergers, and concluded that while the consummation of the Mergers is subject to various conditions, including certain regulatory approvals, such conditions and approvals were likely to be satisfied on a timely basis. The Mission Produce Board weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the Merger Agreement and the Mergers, including:

 

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the risk that, because the Exchange Ratio under the Merger Agreement was fixed as of the time of execution of the Merger Agreement and would not be adjusted for changes in the market prices of Mission Produce Common Stock or Calavo Common Stock, the trading price of the shares of Mission Produce Common Stock to be issued to holders of shares of Calavo Common Stock upon the consummation of the Mergers could be significantly higher than it was at the time the Merger Agreement was entered into, and the fact that the Merger Agreement does not provide Mission Produce with a price-based termination right or other similar protection;

 

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the dilution of existing Mission Produce stockholders’ ownership in the Combined Company as a result of the Mission Produce Share Issuance;

 

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the risk that Calavo’s financial performance may not meet Mission Produce’s expectations;

 

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the potential challenges in integrating the operations of Mission Produce and Calavo and the risk that anticipated cost savings, operational efficiencies, other anticipated cost benefits of the Mergers, expected revenue growth, or other operational synergies of the Mergers might not be realized or might take longer to realize than expected;

 

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the possible diversion of management attention for an extended period of time during the pendency of the Mergers and, following the Closing, the integration of the two companies;

 

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the substantial costs to be incurred in connection with the Mergers, including those that will be incurred regardless of whether the Mergers are consummated;

 

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the ability of the Calavo Board, in certain circumstances, to terminate the Merger Agreement or change its recommendation that Calavo shareholders approve the Merger Agreement Proposal;

 

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the possibility that the Mergers may not be consummated or that consummation may be unduly delayed for reasons beyond the control of Mission Produce or Calavo, including the failure to receive necessary regulatory approvals or obtain Mission Produce stockholders’ or Calavo shareholders’ approval of the Mission Produce Share Issuance or the Merger Agreement, respectively;

 

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that the restrictions on the conduct of Mission Produce’s business prior to the consummation of the Mergers, although believed to be reasonable and not unduly burdensome, may delay or prevent Mission Produce from undertaking business opportunities that may arise or other actions it would otherwise take with respect to the operations of Mission Produce pending the consummation of the Mergers;

 

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that certain Mission Produce directors and executive officers have interests in the Mergers that are different from, or in addition to, the interests of Mission Produce stockholders generally, as described in the section titled “The Mergers—Interests of Mission Produce Directors and Executive Officers in the Mergers” of this joint proxy statement/prospectus;

 

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the possibility of losing key employees and skilled workers as a result of, among other things, perceived uncertainty created by the announcement and pendency of the Transaction, and the ability to attract and retain key talent;

 

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that Mission Produce may be required to pay to Calavo reverse termination fees of $15.02 million or $12.87 million in the event the Mission Produce Board were to terminate the Merger Agreement under certain circumstances, as described in the section titled “The Merger Agreement—Termination Fees”;

 

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the potential negative effect of the pendency of the Mergers or the failure of the Mergers to be consummated on a timely basis or at all on Mission Produce’s and Calavo’s respective businesses and relationships with employees, customers, suppliers, vendors and governmental authorities, including regulators and the communities in which they operate;

 

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consummation of the Mergers is not conditioned on Mission Produce’s ability to find suitable financing for the cash portion of the Merger Consideration and Calavo’s right to specifically enforce Mission Produce’s obligation to consummate the Mergers, even if Mission Produce has not found suitable financing;

 

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the risk that the additional indebtedness to be incurred by Mission Produce in connection with the Mergers could have a negative impact on Mission Produce’s credit rating and flexibility; and

 

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the risks of the type and nature described in the section entitled “Risk Factors” of this joint proxy statement/prospectus and the matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus.

The Mission Produce Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Mergers outweighed the risks and uncertainties of the Mergers. Accordingly, the Mission Produce Board approved the Merger Agreement and the Transaction, including the Mission Produce Share Issuance and the Mergers.

In addition, the Mission Produce Board was aware of and considered the interests of its directors and executive officers that are different from, or in addition to the interests of Mission Produce stockholders generally described in the section entitled “—Interests of Mission Produce Directors and Executive Officers in the Mergers” of this joint proxy statement/prospectus.

The foregoing discussion of the information and factors that the Mission Produce Board considered is not intended to be exhaustive, but rather is meant to include the material factors that the Mission Produce Board considered. The Mission Produce Board collectively reached the conclusion to approve the Transaction in light of the various factors described above and other factors that the members of the Mission Produce Board believed were appropriate, including its fiduciary duties in light of the foregoing. In view of the complexity and wide variety of factors, both positive and negative, that the Mission Produce Board considered in connection with its evaluation of the Mergers, the Mission Produce Board did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Mission Produce Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

The foregoing description of Mission Produce’s consideration of the factors supporting the Mergers is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” of this joint proxy statement/prospectus.

THE MISSION PRODUCE BOARD RECOMMENDS THAT MISSION PRODUCE STOCKHOLDERS VOTE “FOR” THE MISSION PRODUCE SHARE ISSUANCE PROPOSAL AND THE MISSION PRODUCE ADJOURNMENT PROPOSAL.

 

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Opinion of Mission Produce’s Financial Advisor

Mission Produce retained Evercore to act as its financial advisor in connection with the proposed Mergers. As part of this engagement, Mission Produce requested that Evercore evaluate the fairness of the Merger Consideration to be paid to the holders of Calavo Common Stock pursuant to the Merger Agreement, from a financial point of view, to Mission Produce. At a meeting of the Mission Produce Board held on January 14, 2026, Evercore rendered to the Mission Produce Board its oral opinion, subsequently confirmed by delivery of a written opinion dated January 14, 2026, that, as of the date of such opinion and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s written opinion, the Merger Consideration to be paid to the holders of Calavo Common Stock in the Mergers was fair, from a financial point of view, to Mission Produce.

The full text of the written opinion of Evercore, dated January 14, 2026, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B and is incorporated herein by reference into this joint proxy statement/prospectus in its entirety. The summary of the opinion of Evercore in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Mission Produce Board (solely in its capacity as such) in connection with its evaluation of the Mergers. The opinion does not constitute a recommendation to the Mission Produce Board or to any other persons in respect of the Mergers, including as to how any holder of shares of Mission Produce Common Stock should vote or act in respect of the Mergers. Evercore’s opinion does not address the relative merits of the Mergers as compared to other business or financial strategies that might be available to Mission Produce, nor does it address the underlying business decision of Mission Produce to engage in the Mergers.

In connection with rendering its opinion Evercore, among other things:

 

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reviewed certain publicly available business and financial information relating to Calavo and Mission Produce that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

 

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reviewed certain internal projected financial data relating to Calavo and furnished to Evercore by the management of Calavo (the “Calavo Forecasts furnished to Evercore”);

 

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reviewed certain projected financial data relating to Calavo and reviewed certain internal projected financial data relating to Mission Produce, each as prepared and furnished to Evercore by management of Mission Produce and approved for Evercore’s use by Mission Produce (the “Mission Produce Forecasts furnished to Evercore”), including certain operating synergies prepared by the management of Mission Produce expected to result from the Mergers, as approved for Evercore’s use by Mission Produce (the “Mission Produce Assumed Synergies”);

 

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discussed with management of Calavo their assessment of the past and current operations of Calavo, the current financial condition and prospects of Calavo and the Calavo Forecasts furnished to Evercore relating to Calavo, and discussed with management of Mission Produce their assessment of the past and current operations of Calavo and Mission Produce, the current financial condition and prospects of Calavo and Mission Produce, and the Mission Produce Forecasts furnished to Evercore, including the Mission Produce Assumed Synergies;

 

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reviewed the reported prices and the historical trading activity of Calavo Common Stock and Mission Produce Common Stock;

 

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compared the financial performance of Calavo and Mission Produce and their respective stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

 

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compared the financial performance of Calavo and the valuation multiples relating to the Mergers with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

 

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reviewed the financial terms and conditions of a draft, dated January 13, 2026, of the Merger Agreement; and

 

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performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of Evercore’s analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information (and Evercore did not assume responsibility or liability for any independent verification of such information), and further relied upon the assurances of the management of Mission Produce that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the Mission Produce Forecasts furnished to Evercore, including the Mission Produce Assumed Synergies, Evercore assumed with the consent of the Mission Produce Board that the Mission Produce Forecasts furnished to Evercore were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Mission Produce as to the future financial performance of Mission Produce and Calavo and the other matters covered thereby. Evercore relied, at the direction of Mission Produce, on the assessments of the management of Mission Produce as to Mission Produce’s ability to achieve the Mission Produce Assumed Synergies and was advised by Mission Produce, and assumed with the consent of the Mission Produce Board, that the Mission Produce Assumed Synergies would be realized in the amounts and at the times projected. Evercore expressed no view as to the Calavo Forecasts furnished to Evercore or the Mission Produce Forecasts furnished to Evercore, including the Mission Produce Assumed Synergies, or the assumptions on which they were based.

For purposes of Evercore’s analysis and opinion, Evercore assumed, in all respects material to its analysis, that the final executed Merger Agreement would not differ from the draft Merger Agreement reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Mergers would be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Mergers would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on Calavo, Mission Produce or the consummation of the Mergers or reduce the contemplated benefits to Mission Produce of the Mergers.

Evercore did not conduct a physical inspection of the properties or facilities of Calavo or Mission Produce and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of Calavo or Mission Produce, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of Calavo or Mission Produce under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Developments subsequent to Evercore’s opinion could affect its opinion and Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to Mission Produce, from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors or other constituencies of Calavo, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Mission Produce or Calavo, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on,

 

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and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Mergers, including, without limitation, the structure or form of the Mergers, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore’s opinion does not address the relative merits of the Mergers as compared to other business or financial strategies that might be available to Mission Produce, nor does it address the underlying business decision of Mission Produce to engage in the Mergers. Evercore did not express any view on, and its opinion did not address, what the value of Mission Produce’s Common Stock actually will be when issued or the prices at which Mission Produce Common Stock will trade at any time, including following announcement or consummation of the Mergers, as to the potential effects of volatility in the credit, financial and stock markets on Mission Produce or as to the impact of the Mergers on the solvency or viability of Mission Produce or the ability of Mission Produce to pay its obligations when they come due. Evercore’s opinion did not constitute a recommendation to the Mission Produce Board or to any other persons in respect of the Mergers, including as to how any holder of shares of Mission Produce Common Stock should vote or act in respect of the Mergers. Evercore did not express any opinion as to the prices at which shares of Calavo Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Calavo or the Mergers or as to the impact of the Mergers on the solvency or viability of Calavo or the ability of Calavo to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by Mission Produce and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Mission Produce Board on January 14, 2026 in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before January 13, 2026 (the last full trading date prior to the rendering of Evercore’s opinion), and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of Mission Produce. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Summary of Evercore’s Financial Analyses

For purposes of the financial analyses described below, Evercore calculated an implied value of the Merger Consideration of (i) $27.00 per share of Calavo Common Stock (the “Implied VWAP Value Per Share”), consisting of (x) cash consideration of $14.85 per share of Calavo Common Stock and (y) stock consideration of $12.15 per share of Calavo Common Stock, based on the Agreed Mission Produce Share Price per share of Calavo Common Stock as of January 13, 2026 (the last full trading date prior to the rendering of Evercore’s opinion) and a fixed Exchange Ratio of 0.9790 shares of Calavo Common Stock for each share of Mission

 

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Produce Common Stock and (ii) $27.15 per share of Calavo Common Stock (the “Implied Spot Value Per Share”), consisting of (x) cash consideration of $14.85 per share of Calavo Common Stock and (y) stock consideration of $12.30 per share of Calavo Common Stock, based on the closing trading price of Mission Produce Common Stock on January 13, 2026 (the last full trading date prior to the rendering of Evercore’s opinion) of $12.56 per share of Calavo Common Stock and a fixed Exchange Ratio of 0.9790 shares of Calavo Common Stock for each share of Mission Produce Common Stock.

Analyses Relating to Calavo

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of Calavo to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that Calavo was forecasted to generate during the period from Calavo’s fiscal year 2025 through fiscal year 2034 based on the Mission Produce Forecasts furnished to Evercore, under two scenarios: one excluding the Mission Produce Assumed Synergies and another taking the Mission Produce Assumed Synergies into account. Evercore calculated terminal values for Calavo by applying a range of perpetuity growth rates of 1.0% to 3.0%, which range was selected by Evercore based on Evercore’s professional judgment and experience, to an estimate of the unlevered, after-tax free cash flows that Calavo was forecasted to generate in the terminal year based on the Mission Produce Forecasts furnished to Evercore excluding and including the Mission Produce Assumed Synergies (which analysis implied terminal year EBITDA multiples ranging from 6.3x to 10.3x for the scenario excluding the Mission Produce Assumed Synergies and 6.5x to 10.7x for the scenario including the Mission Produce Assumed Synergies). The cash flows and terminal values in each case were then discounted to present value as of October 31, 2025, using discount rates ranging from 9.50% to 11.50% for the scenario excluding the Mission Produce Assumed Synergies and 9.25% to 11.25% for the scenario including the Mission Produce Assumed Synergies, representing an estimate of Calavo’s weighted average cost of capital, as estimated by Evercore based on Evercore’s professional judgment and experience, to derive implied enterprise value reference ranges for Calavo. Based on these ranges of implied enterprise values, Calavo’s estimated net debt, minority interest and unconsolidated assets as of October 31, 2025, as reported in Calavo’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, contingent tax liability, as provided by Mission Produce’s management, and the number of fully diluted shares of Calavo, as provided by Calavo’s management, Evercore derived a range of implied equity values per share of Calavo Common Stock on a standalone basis of $14.15 to $20.75 for the scenario excluding the Mission Produce Assumed Synergies, and of $26.35 to $33.45 for the scenario including the Mission Produce Assumed Synergies, each as compared to the Implied VWAP Value Per Share of $27.00 and the Implied Spot Value Per Share of $27.15.

Selected Publicly Traded Companies Analysis

Evercore reviewed and compared certain financial information of Calavo to corresponding financial multiples and ratios for the following selected publicly traded companies in the food industry (referred to in this section as the “Evercore Selected Companies”):

 

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Tyson Foods, Inc.

 

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Smithfield Foods Inc.

 

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Vita Coco Company, Inc.

 

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Cal-Maine Foods Inc.

 

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B&G Foods, Inc.

 

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Utz Brands, Inc.

 

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Simply Good Foods Co.

 

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Fresh Del Monte Produce Inc.

 

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