Calavo director disposes shares in Mission Produce deal

Calavo Growers director Adriana Mendizabal reported the disposition of her equity in connection with Calavo’s merger with Mission Produce.

Rhea-AI Filing Summary

Calavo Growers director Adriana Mendizabal reported the disposition of her equity in connection with Calavo’s merger with Mission Produce. She returned 15,480 shares of Calavo common stock to the issuer and now shows zero common shares directly owned after the transaction.

Under the merger agreement, each Calavo share was converted into the right to receive 0.9790 Mission Produce common shares plus $14.85 in cash, with cash paid instead of fractional shares. Her 2,220 deferred restricted stock units were cancelled and converted into a cash payment based on a merger consideration value of $27.69 per underlying Calavo share.

Insider Trade Summary

Disposition: 17,700 shares

Disposition 2 txns

Insider Mendizabal Adriana

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	2,220	$27.69	$61K
Disposition	Common Stock	15,480	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 14, 2026, by and among Calavo Growers, Inc. ("Calavo") Mission Produce, Inc. ("Mission Produce"), Cantaloupe Merger Sub I, Inc. and Cantaloupe Merger Sub II, LLC. Pursuant to the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), each share of common stock, par value $0.001 per share, of Calavo ("Calavo Common Stock") was converted into the right to receive (i) 0.9790 shares of common stock, par value $0.001 per share, of Mission Produce and cash in lieu of fractional shares and (ii) $14.85 in cash, without interest.
2. F2. Pursuant to the Merger Agreement, each restricted stock unit constituting a Deferred RSU (as defined in the Merger Agreement), was cancelled at the First Effective Time and converted into a right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the number of shares of Calavo Common Stock underlying the Deferred RSU, by (b) the merger consideration value of $27.69.
3. F3. The restricted stock units fully vested on April 23, 2025, and the reporting person's receipt of 2,220 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo.

Key Figures

Common shares disposed: 15,480 shares RSUs disposed: 2,220 units Stock consideration ratio: 0.9790 shares +3 more

6 metrics

Common shares disposed 15,480 shares Disposition to issuer in merger-related transaction

RSUs disposed 2,220 units Deferred restricted stock units cancelled and settled in cash

Stock consideration ratio 0.9790 shares Mission Produce shares per Calavo share under merger agreement

Cash per Calavo share $14.85 Cash component of merger consideration per Calavo share

Merger consideration value $27.69 Value per underlying Calavo share for Deferred RSUs

Shares after transaction 0 shares Total Calavo common stock directly owned post-disposition

Key Terms

Agreement and Plan of Merger, First Effective Time, Deferred RSU, merger consideration value, +1 more

5 terms

Agreement and Plan of Merger regulatory

"The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 14, 2026"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

First Effective Time regulatory

"Pursuant to the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), each share of common stock"

Deferred RSU financial

"each restricted stock unit constituting a Deferred RSU (as defined in the Merger Agreement), was cancelled at the First Effective Time"

merger consideration value financial

"converted into a right to receive an amount in cash ... equal to ... the merger consideration value of $27.69"

restricted stock units financial

"The restricted stock units fully vested on April 23, 2025, and the reporting person's receipt of 2,220 shares of common stock was deferred"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Calavo Growers (CVGW) director Adriana Mendizabal report on this Form 4?

Adriana Mendizabal reported disposing of Calavo Growers equity in connection with the Mission Produce merger. She returned 15,480 common shares to the issuer and her 2,220 deferred restricted stock units were cancelled and settled in cash based on the agreed merger terms.

How many Calavo Growers (CVGW) common shares did the director dispose of?

The director disposed of 15,480 shares of Calavo Growers common stock as a disposition to the issuer. Following this merger-related transaction, the filing shows she directly owns zero Calavo common shares, reflecting the conversion of her position under the merger agreement mechanics.

How were Calavo Growers (CVGW) shares treated in the Mission Produce merger?

Each Calavo Growers common share was converted into the right to receive 0.9790 Mission Produce common shares plus $14.85 in cash. Holders also received cash instead of fractional Mission Produce shares, aligning all Calavo equity interests with the agreed merger consideration structure.

What happened to the director’s restricted stock units in Calavo Growers (CVGW)?

Each deferred restricted stock unit was cancelled at the merger’s first effective time and converted into a cash right. The cash amount equaled the number of underlying Calavo shares multiplied by the merger consideration value of $27.69 per share, paid without interest.

How many Calavo Growers (CVGW) restricted stock units were affected?

The filing shows 2,220 restricted stock units tied to Calavo Growers common stock were disposed of. These RSUs had fully vested earlier and were deferred, then were cancelled and settled in cash under the merger terms using the $27.69 merger consideration value per underlying share.

Did Adriana Mendizabal have any Calavo Growers (CVGW) shares remaining after these transactions?

According to the Form 4, total Calavo common shares directly owned after the disposition were zero. The merger agreement converted her equity interests into cash and stock consideration in Mission Produce, replacing her prior direct ownership of Calavo common stock and related deferred restricted stock units.

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Accepted by SEC EDGAR 05/28/2026 - 09:36 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mendizabal Adriana

(Last) (First) (Middle)

C/O CALAVO GROWERS, INC.

1141-A CUMMINGS RD.

(Street)

SANTA PAULA CALIFORNIA 93060

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CALAVO GROWERS INC [ CVGW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/28/2026		D(1)		15,480	D	(1)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/28/2026		D			2,220	(2)(3)	(2)(3)	Common Stock	2,220	$27.69(2)	0	D

Explanation of Responses:

1. The shares were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 14, 2026, by and among Calavo Growers, Inc. ("Calavo") Mission Produce, Inc. ("Mission Produce"), Cantaloupe Merger Sub I, Inc. and Cantaloupe Merger Sub II, LLC. Pursuant to the Merger Agreement, at the First Effective Time (as defined in the Merger Agreement), each share of common stock, par value $0.001 per share, of Calavo ("Calavo Common Stock") was converted into the right to receive (i) 0.9790 shares of common stock, par value $0.001 per share, of Mission Produce and cash in lieu of fractional shares and (ii) $14.85 in cash, without interest.

2. Pursuant to the Merger Agreement, each restricted stock unit constituting a Deferred RSU (as defined in the Merger Agreement), was cancelled at the First Effective Time and converted into a right to receive an amount in cash, without interest, equal to the product obtained by multiplying (a) the number of shares of Calavo Common Stock underlying the Deferred RSU, by (b) the merger consideration value of $27.69.

3. The restricted stock units fully vested on April 23, 2025, and the reporting person's receipt of 2,220 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo.

	/s/ Adriana Mendizabal	05/28/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 4: SEC 1474 (03-26)