Chief Executive Officer Lindeman Bruce John returned 24,556 shares to the company, closing all direct ownership in the company (SEC Form 4) to cover withholding tax
$CVGW
Specialty Foods
Consumer Discretionary
| 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 |
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| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
CALAVO GROWERS INC [ CVGW ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 24,556 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 2,200 | (2)(3) | (2)(3) | Common Stock | 2,200 | $27.69(2) | 0 | D | ||||
| Stock Option (right to buy) | $25.84 | 05/28/2026 | D | 10,000 | (4)(5) | (4)(5) | Common Stock | 10,000 | $1.85(4) | 0 | D | ||||
| Stock Option (right to buy) | $20.33 | 05/28/2026 | D | 100,000 | (4)(6) | 12/07/2035(4) | Common Stock | 100,000 | $7.36(4) | 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, 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| /s/ B. John Lindeman | 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) | ||