Calavo Growers (NASDAQ: CVGW) director equity cashed out in Mission merger

Rhea-AI Filing Summary

CALAVO GROWERS INC director Aslam Farha disposed of his Calavo equity in connection with the company’s merger with Mission Produce, Inc. The filing shows 7,792 shares of Calavo common stock were converted under the merger terms, rather than sold on the open market.

Under the Merger Agreement, each Calavo share was converted into the right to receive 0.9790 Mission Produce shares plus $14.85 in cash, with cash paid instead of fractional shares. Deferred restricted stock units tied to 4,929, 2,220 and 4,259 underlying Calavo shares were cancelled and converted into cash based on a merger consideration value of $27.69 per underlying share. Following these transactions, the Form 4 reports Farha with no remaining Calavo holdings.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Aslam Farha

Role null

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	4,259	$27.69	$118K
Disposition	Restricted Stock Units	2,220	$27.69	$61K
Disposition	Restricted Stock Units	4,929	$27.69	$136K
Disposition	Common Stock	7,792	$0.00	--

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

Footnotes (1)

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, 2026, and the reporting person's receipt of 4,259 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo. 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. The restricted stock units fully vested on November 1, 2024, and the reporting person's receipt of 4,929 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: 7,792 shares RSUs cancelled (lot 1): 4,929 units RSUs cancelled (lot 2): 2,220 units +5 more

8 metrics

Common shares disposed 7,792 shares Calavo common stock converted under merger on May 28, 2026

RSUs cancelled (lot 1) 4,929 units Deferred RSUs fully vested November 1, 2024

RSUs cancelled (lot 2) 2,220 units Deferred RSUs fully vested April 23, 2025

RSUs cancelled (lot 3) 4,259 units Deferred RSUs fully vested April 23, 2026

Share exchange ratio 0.9790 shares Mission Produce common per Calavo share

Cash per share $14.85 Cash portion of merger consideration per Calavo common share

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

Post-transaction Calavo holdings 0 shares Total Calavo shares reported after dispositions

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, 2026, and the reporting person's receipt of 4,259 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.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Aslam Farha

(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)		7,792	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			4,259	(2)(3)	(2)(3)	Common Stock	4,259	$27.69(2)	0	D
Restricted Stock Units	(2)	05/28/2026		D			2,220	(2)(4)	(2)(4)	Common Stock	2,220	$27.69(2)	0	D
Restricted Stock Units	(2)	05/28/2026		D			4,929	(2)(5)	(2)(5)	Common Stock	4,929	$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, 2026, and the reporting person's receipt of 4,259 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo.

4. 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.

5. The restricted stock units fully vested on November 1, 2024, and the reporting person's receipt of 4,929 shares of common stock was deferred pursuant to the restricted stock unit award agreement between the reporting person and Calavo.

	/s/ Farha Aslam	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)

FAQ

What insider transaction did Calavo Growers (CVGW) director Aslam Farha report?

Aslam Farha reported disposing of his Calavo equity in connection with the Mission Produce merger. The filing shows 7,792 common shares and several deferred restricted stock unit awards were converted or cashed out under the merger terms rather than sold in the open market.

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

Each Calavo common share was converted into 0.9790 Mission Produce common shares plus $14.85 in cash. Holders also received cash instead of fractional Mission shares, reflecting a mixed stock-and-cash merger consideration structure defined in the Agreement and Plan of Merger.

What happened to Aslam Farha’s restricted stock units in Calavo Growers (CVGW)?

Deferred restricted stock units linked to 4,929, 2,220 and 4,259 underlying Calavo shares were cancelled at the First Effective Time. They were converted into a cash right equal to the number of underlying shares multiplied by the merger consideration value of $27.69 per share.

Did the Calavo Growers (CVGW) director retain any Calavo shares after the merger transactions?

According to the Form 4 data, total Calavo shares following each reported transaction are listed as zero. This indicates the director no longer held Calavo common stock or related restricted stock units after the merger consideration and cash conversion were applied.

What is the merger consideration value referenced for Calavo Growers (CVGW) deferred RSUs?

The filing states a merger consideration value of $27.69 per underlying Calavo share for Deferred RSUs. Each such RSU was cancelled and converted into a cash payment equal to the number of underlying shares multiplied by this $27.69 value, without interest.

When did Aslam Farha’s Calavo Growers (CVGW) restricted stock units vest before the merger?

Footnotes indicate the RSUs fully vested on November 1, 2024 and April 23, 2025 and 2026. Receipt of the underlying Calavo shares was deferred under the award agreements, and those deferred units were later cashed out under the merger consideration terms at $27.69 per share.