Mission Produce Issues Supplemental Disclosures on Calavo Merger: Key Tax Update and Shareholder Guidance

Oxnard, CA, April 15, 2026 — Mission Produce, Inc. (NASDAQ: AVO) has released an important supplement to its Joint Proxy Statement/Prospectus regarding its proposed merger with Calavo Growers, Inc. The company filed a Form 8-K with new disclosures that could carry significant implications for shareholders and may impact the stock price.

Key Points in the Report

• Supplemental Disclosures Filed: Mission Produce has voluntarily provided additional information to supplement the Registration Statement on Form S-4 related to the merger with Calavo Growers. This is intended to provide further clarity to shareholders as they consider the transaction.
• Structure of the Merger: The transaction involves two merger steps:
  1. Merger Sub I will merge with and into Calavo, with Calavo surviving as a wholly owned subsidiary of Mission Produce.
  2. Immediately after, Calavo (as the surviving entity) will merge into Merger Sub II, which will be the ultimate surviving entity.

Critical Shareholder Information and Potential Price-Sensitive Disclosures

• Mexican Tax Exposure Identified:
  • Mission Produce and Calavo are evaluating whether a one-time Mexican transfer tax may be payable in connection with the mergers. This tax exposure was not anticipated at the time the merger agreement was executed.
  • Based on a detailed analysis to date, Mission Produce believes that the potential one-time Mexican transfer tax payment will not exceed \$5 million.
  • This sum, while not expected to be material relative to the size of the companies, is an unplanned expense and could impact post-merger profitability and cash flows.
  • Shareholders should note this is a newly identified risk and may affect the valuation of the combined company, making it a potentially price-sensitive update.
• Forward-Looking Statements and Risks:
  • The company explicitly warns that these disclosures include forward-looking statements, which are based on current estimates and assumptions and involve significant risks and uncertainties.
  • Risks include: interpretation of Mexican tax laws, possible changes in analysis, regulatory or shareholder approval hurdles, integration difficulties, litigation, potential adverse market reactions, and broader economic conditions.
  • Investors are reminded that actual results may differ materially from those projected.
• Important Shareholder Actions:
  • Mission Produce and Calavo have mailed definitive Joint Proxy Statement/Prospectus documents to their respective stockholders and urge all investors to read these documents in full, as they contain vital information regarding the merger and related risks.
  • Additional documents and updates may be filed with the SEC, and shareholders are encouraged to monitor filings at www.sec.gov, Mission Produce’s investor relations site, or Calavo’s IR site.
  • Both companies’ directors and executive officers may be deemed participants in the proxy solicitation for the merger, and details about their interests can be found in the relevant SEC filings.

Other Notable Details

• Stock Details: Mission Produce’s securities registered under Section 12(b) include Common Stock (par value \$0.001 per share) and Series A Junior Participating Preferred Stock. The trading symbol remains AVO on the NASDAQ Global Select Market.
• Emerging Growth Company Status: Mission Produce is not an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.

Potential Impact on Share Value

The disclosure of a possible new one-time Mexican transfer tax liability of up to \$5 million related to the merger is a significant update. While management believes the tax will not exceed this amount, the uncertainty and unplanned nature of the expense may lead investors to reassess the expected financial synergies and returns from the merger. This could introduce some volatility or downward pressure on Mission Produce’s share price in the short term, particularly if investors perceive elevated execution or regulatory risks.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should read all official filings, including the Joint Proxy Statement/Prospectus and any supplements, and consult with their financial advisors before making investment decisions. The information in this article is based on forward-looking statements that involve risks and uncertainties, and actual results may differ materially. No warranty is made as to the accuracy or completeness of the information provided.

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