UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): April 28, 2025

CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)

1141-A Cummings Road, Santa Paula, California 93060

(Address of Principal Executive Offices) (Zip Code)

(Former Name or Former Address, if Changed Since Last Report)

Registrant’s telephone number, including area code: (805) 525-1245

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

As described below in Item 5.07 of this Current Report on Form 8-K, on April 23, 2025, at the annual meeting of stockholders of Calavo Growers, Inc., the stockholders of Calavo Growers, Inc. approved the Amended and Restated Calavo Growers, Inc. 2020 Equity Incentive Plan (the “Amended Plan”). The Amended Plan was adopted by the Company’s Board of Directors (the “Board”) on February 27, 2025, subject to approval by the stockholders at the annual meeting.

A description of the material terms of the Amended Plan is set forth in Proposal 4 contained in the Company’s definitive proxy statement for the annual meeting filed with the Securities and Exchange Commission on February 28, 2025. The above description of the Amended Plan is qualified in all respects by the full text of the Amended Plan, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

On April 23, 2025, we held the annual meeting of shareholders of Calavo Growers, Inc. At the meeting, the holders of our outstanding common stock acted on the following matters:

(1)   The shareholders voted and elected the following 8 directors, each to serve for a term of one year. Shareholders were entitled to cumulate their votes for directors. Each nominee received the following votes:

(2)    The shareholders approved the ratification of the appointment of Deloitte & Touche LLP as our independent accountants for fiscal 2025. Votes cast were as follows:

(3)    The shareholders voted on an advisory basis and approved the compensation of the executive officers of Calavo Growers, Inc. as disclosed in the company’s 2025 proxy statement. Votes cast were as follows:

(4)    The shareholders voted and approved an amendment and restatement of the Calavo Growers, Inc. 2020 Equity Incentive Plan as disclosed in the company’s 2025 proxy statement. Votes cast were as follows:

(d) Exhibits.

The following exhibits are filed as part of this report:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.