Calavo (NASDAQ: CVGW) director’s 39,450-share disposition tied to Mission Produce merger terms

Rhea-AI Filing Summary

CALAVO GROWERS INC director Michael Anthony DiGregorio disposed of 39,450 shares of common stock back to the company. The disposition occurred in connection with a merger in which 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. Following this transaction, DiGregorio held no Calavo common shares directly.

Insider Trade Summary

Net Seller: 39,450 shares

Net Sell 1 txn

Insider DiGregorio Michael Anthony

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	39,450	$0.00	$0.00

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (1)

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 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.

Key Figures

Shares disposed: 39,450 shares Cash consideration per share: $14.85 per share Stock exchange ratio: 0.9790 shares +1 more

4 metrics

Shares disposed 39,450 shares Common stock returned to issuer in merger-related disposition

Cash consideration per share $14.85 per share Cash paid for each Calavo common share in merger

Stock exchange ratio 0.9790 shares Mission Produce shares per Calavo share in merger

Post-transaction holdings 0 shares Calavo common stock held directly by DiGregorio after disposition

Key Terms

Agreement and Plan of Merger, First Effective Time, cash in lieu of fractional shares

3 terms

Agreement and Plan of Merger regulatory

"The shares were disposed of pursuant to the Agreement and Plan of Merger"

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"

cash in lieu of fractional shares financial

"0.9790 shares of common stock ... and cash in lieu of fractional shares"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 05/28/2026 - 09:37 PM Accepted by SEC EDGAR 05/28/2026 - 09:36 PM Learn about SEC filing dates

FAQ

What insider transaction did Calavo Growers (CVGW) director Michael DiGregorio report?

Michael Anthony DiGregorio reported disposing of 39,450 shares of Calavo Growers common stock. The shares were returned to the issuer as part of a merger process rather than sold in the open market, and he held no Calavo shares afterward.

Was Michael DiGregorio’s Calavo (CVGW) share disposition an open-market sale?

No, the disposition was not an open-market sale. The 39,450 Calavo shares were surrendered to the issuer pursuant to a merger agreement, where each share was converted into rights to receive Mission Produce stock and cash, rather than being sold on an exchange.

What did Calavo (CVGW) shareholders receive for each share in the Mission Produce merger?

Each Calavo common share was converted into the right to receive 0.9790 shares of Mission Produce common stock and $14.85 in cash, without interest. Holders also received cash instead of any fractional Mission Produce shares they would otherwise have been entitled to receive.

How many Calavo (CVGW) shares did Michael DiGregorio hold after the reported transaction?

After disposing of 39,450 Calavo common shares in the issuer disposition linked to the merger, Michael Anthony DiGregorio held zero Calavo shares directly. The Form 4 reports total shares following the transaction as 0.0000, indicating his direct Calavo equity position was eliminated.

Why were Michael DiGregorio’s Calavo (CVGW) shares disposed of to the issuer?

The shares were disposed of pursuant to an Agreement and Plan of Merger involving Calavo and Mission Produce. At the designated First Effective Time, Calavo shares were converted into the right to receive Mission Produce stock plus cash, resulting in an issuer disposition rather than a standard market trade.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

DiGregorio Michael Anthony

(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)		39,450	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

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 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.

	/s/ Michael A. DiGregorio	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)