CALAVO GROWERS INC

Filing Date

May 28, 2026

Transaction Date

May 28, 2026

Accession Number

0001213900-26-062365

Form Type

4

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 ("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. (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.
3. (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.
4. (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.
5. (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.
6. (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.