Calavo Growers (CVGW) director exits stake as shares convert in Mission Produce merger

Rhea-AI Filing Summary

Calavo Growers director Kathleen M. Holmgren disposed of 26,950 shares of Calavo common stock in connection with the company’s merger with Mission Produce. The shares were returned to the issuer under the merger agreement, and each Calavo share was converted into the right to receive 0.9790 Mission Produce share plus $14.85 in cash, with additional cash paid instead of any fractional Mission shares. Following this transaction, Holmgren no longer holds Calavo common stock directly.

Insights

M&A and insider-transactions analyst

Director’s Calavo shares were cashed out and converted into Mission Produce stock under the merger terms.

This Form 4 shows director Kathleen M. Holmgren disposing of 26,950 Calavo Growers shares back to the issuer. The disposition is not an open‑market trade but a mechanical step required by the merger with Mission Produce.

Under the merger agreement, each Calavo share converts into the right to receive 0.9790 Mission Produce share and $14.85 in cash, plus cash instead of fractional Mission shares. The filing confirms Holmgren’s Calavo position goes to zero, consistent with Calavo equity being replaced by a mix of Mission stock and cash at the merger’s first effective time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HOLMGREN KATHLEEN M

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	26,950	$0.00	--

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

Footnotes (1)

1. [object Object]

Key Figures

Shares disposed: 26,950 shares Share exchange ratio: 0.9790 shares Cash consideration per share: $14.85 per share +1 more

4 metrics

Shares disposed 26,950 shares Calavo common stock disposed to issuer under merger agreement

Share exchange ratio 0.9790 shares Mission Produce common stock per Calavo share at First Effective Time

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

Post-transaction Calavo holdings 0 shares Director’s direct Calavo common stock after disposition

Key Terms

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

4 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"

cash in lieu of fractional shares financial

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

par value financial

"each share of common stock, par value $0.001 per share, of Calavo was converted"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

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^*

HOLMGREN KATHLEEN M

(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)		26,950	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/ Kathleen Holmgren	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 did Calavo Growers (CVGW) director Kathleen Holmgren report in this Form 4?

She reported disposing of 26,950 shares of Calavo common stock. The shares were returned to Calavo under the merger agreement with Mission Produce, and her direct Calavo holdings dropped to zero after the transaction.

Was Kathleen Holmgren’s Calavo (CVGW) transaction an open-market sale?

No, it was not an open-market sale. The 26,950 shares were disposed of to the issuer as part of the merger process with Mission Produce, following the Agreement and Plan of Merger terms rather than a discretionary market trade.

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

Each Calavo share converted into the right to receive 0.9790 Mission Produce common share and $14.85 in cash. Holders also receive cash in lieu of any fractional Mission Produce shares, according to the merger agreement’s terms.

How many Calavo (CVGW) shares did Kathleen Holmgren hold after this merger transaction?

After the disposition, her reported direct holdings of Calavo common stock were zero shares. This reflects that her Calavo equity interest was fully converted into the merger consideration of Mission Produce stock and cash at the first effective time.

What is the significance of the "First Effective Time" in the Calavo–Mission Produce merger?

The First Effective Time is the point when each Calavo share is converted into the merger consideration. At this time, shareholders’ Calavo stock becomes the right to receive Mission Produce shares plus $14.85 in cash, with additional cash instead of fractional shares.