Lindeman Bruce John 4
4 · CALAVO GROWERS INC · Filed May 28, 2026
Research Summary
AI-generated summary of this filing
Calavo (CVGW) CEO Bruce Lindeman Sells Shares in Merger
What Happened
- Bruce Lindeman, CEO of Calavo Growers (CVGW), disposed of Calavo common stock and converted/cancelled equity awards pursuant to the Mission Produce merger on May 28, 2026. Transactions reported:
- 24,556 shares of Calavo common stock converted into the merger consideration (converted into Mission shares + cash in lieu of fractional shares); filing treats this disposition as N/A for per‑share cash but is equivalent to about $27.69 per share (≈ $679,956).
- Cancellation/conversion of a deferred RSU for 2,200 shares for $27.69/share = $60,918.
- Cancellation/conversion of a stock option position for 10,000 underlying shares yielding $1.85/share = $18,500.
- Cancellation/conversion of a stock option position for 100,000 underlying shares yielding $7.36/share = $736,000.
- Combined cash/consideration from the reported derivative conversions and option cancellations is roughly $815,418 in cash plus roughly $679,956 of merger consideration for the converted common shares — about $1.5 million in total consideration (approximate).
Key Details
- Transaction date: May 28, 2026 (filing dated May 28, 2026).
- Reported disposition codes: D (disposition to issuer) — conversions and cancellations in connection with the Merger Agreement.
- Per‑share merger consideration value referenced in filing: $27.69.
- Footnote highlights:
- F1: Each Calavo share converted into 0.9790 Mission Produce shares plus $14.85 cash (overall merger consideration equals $27.69/share).
- F2–F4: Deferred RSUs and outstanding options were cancelled/converted into cash amounts equal to the applicable number of shares times the $27.69 consideration (or the excess over option exercise price for options), without interest, less any applicable tax withholding.
- F3–F6: Vesting schedules and prior vesting dates for related RSUs and options are noted in the filing (some RSUs had previously vested and some option tranches vested or vest over multi‑year schedules).
- Shares owned after the transaction: not specified in the provided summary of the filing.
- Filing timeliness: Filed same day as transactions in the reported Form 4; no late filing indicated.
Context
- These were not open‑market sales but mandatory/contractual conversions and cashouts tied to the approved Merger Agreement with Mission Produce — common when a company is acquired. The RSUs and options were cancelled and converted into cash (or merger consideration), so this is effectively a cash settlement of equity awards rather than an insider choosing to sell on the open market.
Insider Transaction Report
Form 4Exit
Lindeman Bruce John
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-05-28−24,556→ 0 total - Disposition to Issuer
Restricted Stock Units
[F2][F3]2026-05-28$27.69/sh−2,200$60,918→ 0 total→ Common Stock (2,200 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4][F5]2026-05-28$1.85/sh−10,000$18,500→ 0 totalExercise: $25.84→ Common Stock (10,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F4][F6]2026-05-28$7.36/sh−100,000$736,000→ 0 totalExercise: $20.33Exp: 2035-12-07→ Common Stock (100,000 underlying)
Footnotes (6)
- [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 ("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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
Signature
/s/ B. John Lindeman|2026-05-28