Is Marc Laurence Brown’s Calavo Growers (CVGW) share disposition part of the Mission Produce merger terms?

Yes. The footnote explains the shares were disposed of under the Agreement and Plan of Merger with Mission Produce. Each Calavo share was converted into Mission Produce stock plus cash based on the specified exchange ratio and cash amount.

Calavo director disposes 32,700 shares in merger

Calavo Growers director Marc Laurence Brown reported a disposition of 32,700 shares of Calavo common stock back to the company.

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Filing Sentiment

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Form Type

Rhea-AI Filing Summary

Calavo Growers director Marc Laurence Brown reported a disposition of 32,700 shares of Calavo common stock back to the company. After this transaction, he no longer holds Calavo shares directly.

According to the merger agreement between Calavo and Mission Produce, each Calavo share was converted into the right to receive 0.9790 shares of Mission Produce common stock plus $14.85 in cash, with cash paid instead of any fractional Mission Produce shares.

Insider Trade Summary

Disposition: 32,700 shares

Disposition 1 txn

Insider Brown Marc Laurence

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	32,700	$0.00	$0.00

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

Footnotes (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: 32,700 shares Shares held after: 0 shares Stock consideration per share: 0.9790 shares +1 more

4 metrics

Shares disposed 32,700 shares Disposition to issuer in merger-related transaction

Shares held after 0 shares Direct Calavo holdings after disposition

Stock consideration per share 0.9790 shares Mission Produce common stock received for each Calavo share

Cash consideration per share $14.85 Cash paid for each Calavo share under merger agreement

Key Terms

Agreement and Plan of Merger, First Effective Time, par value $0.001 per share, disposition to issuer

4 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"

disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

FAQ

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

What insider transaction did Calavo Growers (CVGW) director Marc Laurence Brown report?

Marc Laurence Brown reported a disposition of 32,700 shares of Calavo Growers common stock back to the issuer. This reduced his direct Calavo holdings to zero, reflecting share treatment connected to Calavo’s merger with Mission Produce.

How many Calavo Growers (CVGW) shares does Marc Laurence Brown hold after this Form 4?

Following the reported disposition, Marc Laurence Brown holds 0 shares of Calavo Growers common stock directly. The filing shows 32,700 shares were surrendered to the issuer as part of the merger-related share conversion.

What consideration did Calavo Growers (CVGW) shareholders receive in the Mission Produce merger?

Each Calavo share was converted into the right to receive 0.9790 shares of Mission Produce common stock plus $14.85 in cash. Cash was also paid instead of issuing any fractional Mission Produce shares created by the exchange ratio.

What does the transaction code 'D' mean in this Calavo Growers (CVGW) Form 4?

The transaction code “D” indicates a disposition to the issuer, not an open-market sale. Brown’s 32,700 Calavo shares were relinquished back to the company in connection with the merger structure rather than sold on the public market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 09:38 PM EDT

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

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^*

Brown Marc Laurence

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/28/2026		D⁽¹⁾		32,700	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Marc Brown	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)

Source: View Original Filing on SEC EDGAR