Calavo Growers (CVGW) director exits holdings as Mission Produce merger converts shares
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Mendizabal Adriana
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,220 | $27.69 | $61K |
| Disposition | Common Stock | 15,480 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (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. 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. 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
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.
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.