Calavo Growers (CVGW) CEO disposes equity as Mission Produce merger converts shares to cash and stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Calavo Growers Chief Executive Officer Bruce John Lindeman reported the disposition of his Calavo equity awards in connection with the company’s merger with Mission Produce. He disposed of 24,556 shares of common stock at a reported price of $0.00 per share in a transaction coded as a disposition to the issuer.
The footnotes explain that, under the Agreement and Plan of Merger dated January 14, 2026, each Calavo common share was converted into the right to receive 0.9790 Mission Produce shares plus $14.85 in cash, without interest. Deferred restricted stock units covering 2,200 shares were cancelled and converted into a cash right based on a merger consideration value of $27.69 per share.
In addition, stock options covering 100,000 and 10,000 underlying shares were cancelled and converted into cash rights equal to the number of underlying shares multiplied by the excess of the $27.69 merger consideration value over the applicable exercise prices, less tax withholding. Following these transactions, the Form 4 shows no remaining direct holdings or listed derivative positions for the reporting person.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Lindeman Bruce John
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,200 | $27.69 | $61K |
| Disposition | Stock Option (right to buy) | 10,000 | $1.85 | $19K |
| Disposition | Stock Option (right to buy) | 100,000 | $7.36 | $736K |
| Disposition | Common Stock | 24,556 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Stock Option (right to buy) — 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 2,200 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo. Pursuant to the Merger Agreement, each outstanding and unexercised stock option, whether or not vested or exercisable, was cancelled at the at the First Effective Time and converted into the 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 such stock option, by (b) the excess, if any, of the merger consideration value of $27.69 over the exercise price per share of Calavo Common Stock applicable to the stock option, less any applicable tax withholding. Subject to footnote (4), the stock option vests in equal increments on each anniversary date of the grant on June 3, 2024 over a five-year period, and each increment is exercisable for five years from its vesting date. Subject to footnote (4), 25% of the shares underlying the stock option are fully vested as of December 8, 2025, and the remainder of the shares underlying the stock option vest in three equal annual installments over the subsequent three years subject to the Reporting Person's continuous service with Calavo as of each vesting date.
Key Figures
Common shares disposed: 24,556 shares
Deferred RSUs cancelled: 2,200 units
Options cancelled (lot 1): 100,000 options
+5 more
8 metrics
Common shares disposed
24,556 shares
Disposition to issuer tied to merger consideration
Deferred RSUs cancelled
2,200 units
Converted to cash at $27.69 merger value per share
Options cancelled (lot 1)
100,000 options
Exercise price $20.33; cashed out vs $27.69 merger value
Options cancelled (lot 2)
10,000 options
Exercise price $25.84; cashed out vs $27.69 merger value
Stock consideration ratio
0.9790 shares
Mission Produce shares per Calavo share in merger
Cash per Calavo share
$14.85
Cash portion of consideration for each Calavo share
Merger consideration value
$27.69 per share
Value used to cash out RSUs and options
Post-transaction holdings
0 shares, 0 derivatives
Direct Calavo holdings after reported dispositions
Key Terms
Agreement and Plan of Merger, Deferred RSU, merger consideration value, restricted stock units, +2 more
6 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.
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 the 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 2,200 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.
stock option financial
"each outstanding and unexercised stock option, whether or not vested or exercisable, was cancelled at the First Effective Time"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
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"
FAQ
What insider transaction did Calavo Growers (CVGW) report for its CEO?
Calavo Growers reported that CEO Bruce John Lindeman disposed of his Calavo equity in issuer transactions tied to the Mission Produce merger. Common shares, deferred restricted stock units, and stock options were cancelled and converted into cash rights based on a stated merger consideration value.
How were the Calavo Growers (CVGW) CEO’s restricted stock units treated?
Deferred restricted stock units covering 2,200 Calavo shares were cancelled and converted into a cash right. The cash amount equaled the number of underlying shares multiplied by a merger consideration value of $27.69 per share, replacing future share delivery with a cash payment obligation.
What happened to the Calavo Growers (CVGW) CEO’s stock options?
Outstanding unexercised stock options covering 100,000 and 10,000 underlying Calavo shares were cancelled and converted into cash rights. Each cash right reflected the number of underlying shares times the excess of the $27.69 merger consideration value over the option’s exercise price, less tax withholding.
Does the Calavo Growers (CVGW) CEO retain Calavo holdings after these transactions?
Following the reported dispositions, the Form 4 lists zero Calavo common shares and zero derivative securities directly held by the CEO. His prior Calavo equity interests were converted into cash-based rights under the merger, rather than continuing as Calavo stock or options.