Filing Compare · CALAVO GROWERS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2025~~2026

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number: 000-33385

CALAVO GROWERS, INC.

(Exact name of registrant as specified in its charter)

California

33-0945304

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)


1141-A Cummings Road, Santa Paula, California		93060
(Address of principal executive offices)		(Zip Code)

(805) 525-1245

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		CVGW		Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐		Accelerated filer ☒
Non-accelerated filer ☐		Smaller reporting company ☐
		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Registrant's number of shares of common stock outstanding as of ~~August~~February 3128, ~~2025~~2026 was 17,~~853~~874,~~323~~079.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains statements relating to future events and results of Calavo Growers, Inc. and its consolidated subsidiaries (collectively, “Calavo,” the “Company,” “we,” “us,” or “our”) that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks, uncertainties, and assumptions, are based on current expectations, and are not guarantees of future performance. If any of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual results may differ materially from those expressed or implied in the forward-looking statements.

All statements other than historical facts are forward-looking statements, including but not limited to:

● Projections of ~~revenue,~~financial ~~gross~~performance ~~profit,~~and ~~expenses,~~management’s ~~net~~plans ~~sales,~~and ~~income/loss~~objectives ~~from~~for ~~unconsolidated~~future ~~entities~~operations, ~~earnings~~including ~~per~~restructuring ~~share, tax provisions, cash flows,~~ and ~~exchange~~integration ~~rates~~efforts;

●

The impact of acquisitions, equity investments, or other financial transactions;

● Management’s plans and objectives for future operations, including restructuring and integration efforts;

●

Commentary on macroeconomic trends or global events and their potential impact on Calavo’s performance;

●

Updates on legal matters, investigations, or tax disputes;

●

Statements regarding potential impacts of changes in U.S. and foreign trade policy, including tariffs and quotas, on our sourcing, costs, pricing, and demand;

●

Statements regarding our cybersecurity risk management, planned enhancements to controls and documentation, and the potential impact of cyber incidents on operations, liquidity, or results;

● Statements regarding working capital and liquidity, including the timing and magnitude of tariff prepayments and the timing of ~~VAT/IVA~~Impuesto ~~(as~~al ~~each~~Valor ~~such~~Agregado, ~~term~~or isvalue-added ~~defined~~tax ~~below~~(“IVA”), refund collections in Mexico, as discussed in Note 9 to our unaudited condensed consolidated financial statements (the “interim financial statements”);

● Statements regarding the timing and outcomes of legal and tax proceedings in Mexico, including the recovery of IVA receivables and the resolution of assessments by the Mexican Tax Administration Service (“SAT”), and the effects of related court rulings; ~~and~~

● Statements regarding potential changes in Mexico’s tax policies or enforcement actions and the expected effects on our operations, costs, tax positions, or liquidity.;

●

Statements regarding the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) dated January 14, 2026, by and among Calavo, Mission Produce, Inc. (“Mission Produce”) and certain subsidiaries of Mission Produce;

●

Statements regarding the expected timing, completion, and potential benefits of the proposed merger with Mission Produce, including the satisfaction of closing conditions, regulatory approvals, shareholder approvals, and potential integration risks;

●

Risks associated with obtaining required governmental approvals for the proposed merger, including potential delays, conditions, or the inability to complete the transaction.

The words “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “projects,” and similar expressions often indicate forward-looking statements.

Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to:

●

Our ability to successfully execute operating and restructuring initiatives;

●

The potential long-term effects of capital expenditure reductions;

●

Adverse weather impacting supply and costs;

● Seasonal fluctuations;

●

Volatility in avocado and raw material prices (including packaging, paper, and fuel);

● Risks related to enhanced regulatory scrutiny or inspection protocols~~, including detention holds by the U.S. Food and Drug Administration, which have resulted and could in the future result in shipment delays, incremental costs, or loss of product value~~;

●

Supply chain disruptions;

●

Risks from current or future acquisitions, including integration;

●

Data breaches or cybersecurity incidents;

●

Dependency on large customers and key personnel;

●

Labor availability and wage inflation;

●

Co-packer reliance and competitive pressures;

●

Product recalls or food safety issues;

●

Shifting consumer preferences and sustainability trends;

●

Environmental regulations and climate-related supply risk;

●

Global trade complexities, including restrictions, tariffs, and currency movements;

● Exposure to unconsolidated entities and the volatility of our stock; ~~and~~

● The resolution of pending matters with the SAT and the risk of unfavorable legal or administrative outcomes.;

●

Risks related to our ability to effect the transactions contemplated by the Merger Agreement and the anticipated benefits of the transactions contemplated by the Merger Agreement.

Additional information about these and other risks is included in our most recent Annual Report on Form 10-K for the fiscal year ended October 31, ~~2024~~2025, as amended, and in our subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission.

Forward-looking statements are made as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to update or revise them, except as required by applicable securities laws.

Forward-looking statements are made as of the date of this report. We undertake no obligation to update or revise them, except as required by applicable securities laws.

Table of Contents

CALAVO GROWERS, INC.

INDEX

		PAGE

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets ~~–July 31, 2025 and October 31, 2024~~ (Unaudited)	4

	Condensed Consolidated Statements of Operations ~~– Three and Nine Months Ended July 31, 2025 and 2024~~ (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows ~~– Nine Months Ended July 31, 2025 and 2024~~ (Unaudited)	6

	Condensed Consolidated Statements of Shareholders’ Equity ~~– Three and Nine Months Ended July 31, 2025 and 2024~~ (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1917

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2722

Item 4.	Controls and Procedures	2722

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2723

Item 1A.	Risk Factors	2823

Item 5.	Other Information	2923

Item 6.	Exhibits	2924

	Signatures	3025

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)


	~~July~~January 31,		October 31,
	~~2025~~2026		~~2024~~2025
Assets
Current assets:
Cash and cash equivalents	$	6347,~~754~~670	$	5761,~~031~~155
Accounts receivable, net of allowances of $3,430 (2025) and $3,624 (2024)		41,467		41,909
Accounts receivable, net of allowances of $2,539 (2026) and $3,336 (2025)		40,557		31,647
Inventories		3037,~~328~~770		3433,~~157~~604
Prepaid expenses and other current assets		89,~~411~~034		97,~~976~~649
Advances to suppliers		1415,~~216~~305		1413,~~570~~075
Income taxes receivable		~~936~~2,296		~~936~~2,296
Total current assets		~~159~~152,~~112~~632		~~158~~149,~~579~~426
Property, plant, and equipment, net		5048,~~603~~524		5449,~~200~~435
Operating lease right-of-use assets		1615,~~813~~518		1816,~~316~~333
Investments in unconsolidated entities		21,~~602~~666		2,~~424~~210
Deferred income tax assets		78,~~473~~317		78,~~473~~317
Goodwill		10,211		10,211
Other assets		5461,~~435~~315		4956,~~916~~317
Total assets	$	~~301~~298,~~249~~183	$	~~301~~292,~~119~~249
Liabilities and shareholders' equity
Current liabilities:
Payable to growers	$	3119,~~849~~612	$	1815,~~377~~353
Trade accounts payable		97,~~772~~351		8,~~742~~374
Accrued expenses		1026,~~459~~518		2821,~~149~~237
Income tax payable		~~1,721~~123		~~2,767~~63
Other current liabilities		11,000		11,000
Mexico tax liability		11,000		11,000
Current portion of operating leases		3,~~479~~602		3,~~296~~568
Current portion of finance leases		~~921~~875		~~874~~885
Total current liabilities		69,~~201~~081		7360,~~205~~480
Long-term liabilities:
Long-term portion of operating leases		1514,~~594~~048		1714,~~476~~962
Long-term portion of finance leases		43,~~211~~871		4,~~274~~051
Other long-term liabilities		43,~~243~~842		4,~~388~~198
Total long-term liabilities		2421,~~048~~761		2623,~~138~~211
Commitments and contingencies (Note 6)
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,853 (2025) and 17,802 (2024) shares issued and outstanding)		18		18
Common stock ($0.001 par value, 100,000 shares authorized; 17,874 (2026) and 17,855 (2025) shares issued and outstanding)		18		18
Additional paid-in capital		~~178~~180,~~803~~637		~~177~~179,~~973~~082
Retained earnings		2724,~~603~~996		2227,~~341~~840
Total Calavo Growers, Inc shareholders' equity		206,424		200,332
Total Calavo Growers, Inc. shareholders' equity		205,651		206,940
Noncontrolling interest		1,~~576~~690		1,~~444~~618
Total shareholders' equity		~~208~~207,~~000~~341		~~201~~208,~~776~~558
Total liabilities and shareholders' equity	$	~~301~~298,~~249~~183	$	~~301~~292,~~119~~249

The accompanying notes are an integral part of these ~~unaudited~~interim ~~condensed consolidated~~ financial statements.

Table of Contents

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share amounts)


	Three months ended				~~Nine months ended~~
	~~July~~January 31,				~~July 31,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~

Net sales	$	~~178~~122,~~822~~202	$	~~179~~154,~~596~~385	$	~~523,753~~	$	~~491,585~~
Cost of sales		~~160~~107,~~624~~018		~~159~~138,~~503~~657		~~471,738~~		~~440,071~~
Gross profit		1815,~~198~~184		2015,~~093~~728		~~52,015~~		~~51,514~~
Selling, general and administrative		916,~~232~~401		10,~~510~~287		~~29,822~~		~~36,993~~
Expenses related to Mexican tax matters		~~307~~230		~~225~~395		~~858~~		~~810~~
Operating income		8,659		9,358		21,335		13,711
Operating (loss) income		(1,447)		5,046
Foreign currency loss		(2,483)		(4,203)		(2,488)		(2,799)
Foreign currency gain (loss)		2,590		(962)
Interest income		~~879~~542		~~100~~845		~~2,486~~		~~340~~
Interest expense		(~~199~~129)		(~~833~~213)		~~(616)~~		~~(2,619)~~
Other income, net		89265		81112		~~814~~		~~561~~
Income before income taxes and net income from unconsolidated entities		6,945		4,503		21,531		9,194
Income before income taxes and net income (loss) from unconsolidated entities		1,821		4,828
Income tax benefit (expense)		(1,807)		1,441		(5,598)		478
Provision for income taxes		(473)		(1,255)
Net income (loss) from unconsolidated entities		(402)		(579)		178		(374)
Net (loss) income from unconsolidated entities		(544)		862
Net income from continuing operations		4,736		5,365		16,111		9,298
Net income		804		4,435
Net loss from discontinued operations (Note 10)		—		(6,127)		—		(10,218)
Less: Net income attributable to noncontrolling interest		(72)		(20)
Net income (loss)		4,736		(762)		16,111		(920)
Net income attributable to Calavo Growers, Inc.	$	732	$	4,415
Less: Net loss (income) attributable to noncontrolling interest		(22)		30		(132)		(17)

Net income (loss) attributable to Calavo Growers, Inc.	$	4,714	$	(732)	$	15,979	$	(937)
Calavo Growers, Inc.’s net income per share:

Basic	$	0.04	$	0.25
Calavo Growers, Inc.’s net income (loss) per share:
Diluted	$	0.04	$	0.25
Basic

Continuing Operations	$	0.26	$	0.30	$	0.90	$	0.52
Number of shares used in per share computation:
Discontinued Operations	$	—	$	(0.34)	$	—	$	(0.57)
Basic		17,874		17,837
Net income (loss) attributable to Calavo Growers, Inc	$	0.26	$	(0.04)	$	0.90	$	(0.05)
Diluted		17,894		17,901

Diluted
Continuing Operations	$	0.26	$	0.30	$	0.89	$	0.52
Discontinued Operations	$	—	$	(0.34)	$	—	$	(0.57)
Net income (loss) attributable to Calavo Growers, Inc	$	0.26	$	(0.04)	$	0.89	$	(0.05)

Number of shares used in per share computation:
Basic		17,853		17,801		17,842		17,800
Diluted		17,899		17,842		17,893		17,848

The accompanying notes are an integral part of these ~~unaudited~~interim ~~condensed consolidated~~ financial statements.

Table of Contents

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	~~Nine~~Three months ended ~~July~~January 31,
	~~2025~~2026		~~2024~~2025

Cash Flows from Operating Activities:
Net income (loss)	$	16,111	$	(920)
Net income	$	804	$	4,435
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		51,~~656~~754		81,~~675~~942
Non-cash operating lease expense		(~~196~~65)		(~~1,739~~64)
Net (income) loss from unconsolidated entities		(178)		374
Net loss (income) from unconsolidated entities		544		(862)
Impairment of goodwill		—		9,280
Stock-based compensation expense		1,773		272
Provision for uncollectible Mexican IVA taxes receivable		—		165
Amortization of debt issuance costs		46		—
Stock-based compensation expense		878		1,834
Gain on sale of Temecula packinghouse		(55)		(54)
Amortization of debt issuance costs		137		—
(Gain) loss on disposal of property, plant, and equipment		(3)		33
Gain on sale of Temecula packinghouse		(166)		(162)
Effect on cash of changes in operating assets and liabilities:
(Gain) loss on disposal of property, plant, and equipment		(10)		56
Accounts receivable, net		(8,910)		(5,179)
Effect on cash of changes in operating assets and liabilities:
Inventories		(4,166)		(5,716)
Accounts receivable, net		442		(17,243)
Prepaid expenses and other current assets		(1,466)		(1,538)
Inventories		3,829		259
Advances (from) to suppliers		(2,149)		4,295
Prepaid expenses and other current assets		2,165		3,492
Income taxes receivable/payable		60		1,348
Advances to suppliers		(246)		2,456
Other assets		(5,044)		125
Income taxes receivable/payable		(1,046)		(2,517)
Payable to (from) growers		4,259		(2,980)
Other assets		(4,656)		(748)
Trade accounts payable, accrued expenses and other liabilities		3,960		(484)
Payable to growers		13,472		11,588
Net cash used in operating activities		(8,658)		(4,427)
Trade accounts payable, accrued expenses and other liabilities		(16,958)		(1,267)
Cash Flows from Investing Activities:
Net cash provided by operating activities		19,234		13,583
Purchases of property, plant, and equipment		(788)		(282)
Cash Flows from Investing Activities:
Net cash used in investing activities		(788)		(282)
Purchases of property, plant, and equipment		(1,066)		(2,519)
Cash Flows from Financing Activities:
Net cash used in investing activities		(1,066)		(2,519)
Payment of dividend to shareholders		(3,576)		(3,567)
Cash Flows from Financing Activities:
Proceeds from revolving credit facility		—		114
Payment of dividend to shareholders		(10,717)		(5,341)
Payments on revolving credit facility		—		(114)
Proceeds from revolving credit facility		—		95,733
Payments of minimum withholding taxes on net share settlement of equity awards		(218)		(47)
Payments on revolving credit facility		—		(100,838)
Payments on long-term obligations and finance leases		(245)		(218)
Payments of minimum withholding taxes on net share settlement of equity awards		(48)		(625)
Net cash used in financing activities		(4,039)		(3,832)
Payments on term loan		—		(445)
Net decrease in cash, cash equivalents		(13,485)		(8,541)
Payments on long-term obligations and finance leases		(680)		(1,274)
Cash, cash equivalents, beginning of period		61,155		57,031
Net cash (used in) financing activities		(11,445)		(12,790)
Cash, cash equivalents, end of period	$	47,670	$	48,490
Net increase (decrease) in cash, cash equivalents		6,723		(1,726)
Noncash Investing and Financing Activities:
Cash, cash equivalents, beginning of period		57,031		2,852
Settlement of Agricola Belher infrastructure advance offset against payable to growers	$	81	$	—
Cash, cash equivalents, end of period	$	63,754	$	1,126
Property, plant, and equipment included in trade accounts payable and accrued expenses	$	3	$	12
Noncash Investing and Financing Activities:
Right of use assets obtained in exchange for new financing lease obligations	$	664	$	640
Settlement of Agricola Belher infrastructure advance offset against payable to growers	$	600	$	600
Property, plant, and equipment included in trade accounts payable and accrued expenses	$	319	$	29

The accompanying notes are an integral part of these ~~unaudited condensed consolidated~~ interim financial statements.

Table of Contents

CALAVO GROWERS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands)


				Additional
	Common Stock			Paid-in		Retained		Noncontrolling
	Shares	Amount		Capital		Earnings		Interest		Total
Balance, October 31, 2025	17,855	$	18	$	179,082	$	27,840	$	1,618	$	208,558
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	19		—		—		—		—		—
Stock-based compensation	—		—		1,773		—		—		1,773
Dividend declared to shareholders (0.20 per share)	—		—		—		(3,576)		—		(3,576)
Payment of minimum withholding of taxes on net share settlement of equity awards	—		—		(218)		—		—		(218)
Avocados de Jalisco noncontrolling interest	—		—		—		—		72		72
Net income attributable to Calavo Growers, Inc.	—		—		—		732		—		732
Balance, January 31, 2026	17,874	$	18	$	180,637	$	24,996	$	1,690	$	207,341


				Additional
	Common Stock			~~Additional~~Paid-in		Retained		Noncontrolling
	Common Stock			Paid-in		Retained		Noncontrolling
	Shares	Amount		Capital		Earnings		Interest		Total
Balance, April 30, 2025	17,876	$	18	$	178,522	$	26,465	$	1,554	$	206,559
Balance, October 31, 2024	17,802	$	18	$	177,973	$	22,341	$	1,444	$	201,776
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	~~(23)~~35		—		—(47)		—		—		—(47)
Stock-based compensation expense	—		—		281		—		—		281
Stock-based compensation	—		—		272		—		—		272
Dividend declared to shareholders (0.20 per share)	—		—		—		(3,~~576~~567)		—		(3,~~576~~567)
Payment of min. withholding of taxes on net share settlement of equity awards	—		—		—		—		—		—
Avocados de Jalisco noncontrolling interest	—		—		—		—		20		20
Avocados de Jalisco noncontrolling interest	—		—		—		—		22		22
Net income attributable to Calavo Growers, Inc.	—		—		—		4,415		—		4,415
Net income attributable to Calavo Growers, Inc.	—		—		—		4,714		—		4,714
Balance, January 31, 2025	17,837	$	18	$	178,198	$	23,189	$	1,464	$	202,869
Balance, July 31, 2025	17,853	$	18	$	178,803	$	27,603	$	1,576	$	208,000


				Additional
	Common Stock			Paid-in		Retained		Noncontrolling
	Shares	Amount		Capital		Earnings		Interest		Total
Balance, April 30, 2024	17,800		18		177,302		28,572		1,439		207,331
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	2		—		—		—		—		—
Stock compensation expense	—		—		388		—		—		388
Dividend declared to shareholders (0.10 per share)	—		—		—		(1,780)		—		(1,780)
Avocados de Jalisco noncontrolling interest	—		—		—		—		(30)		(30)
Net loss attributable to Calavo Growers, Inc.	—		—		—		(732)		—		(732)
Balance, July 31, 2024	17,802	$	18	$	177,690	$	26,060	$	1,409	$	205,177


				Additional
	Common Stock			Paid-in		Retained		Noncontrolling
	Shares	Amount		Capital		Earnings		Interest		Total
Balance, October 31, 2024	17,802	$	18	$	177,973	$	22,341	$	1,444	$	201,776
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	51		—		(48)		—		—		(48)
Stock-based compensation expense	—		—		878		—		—		878
Dividend declared to shareholders (0.20 per share)	—		—		—		(10,717)		—		(10,717)
Payment of min. withholding of taxes on net share settlement of equity awards	—		—		—		—		—		—
Avocados de Jalisco noncontrolling interest	—		—		—		—		132		132
Net income attributable to Calavo Growers, Inc.	—		—		—		15,979		—		15,979
Balance, July 31, 2025	17,853	$	18	$	178,803	$	27,603	$	1,576	$	208,000

See accompanying notes to interim financial statements.


				Additional
	Common Stock			Paid-in		Retained		Noncontrolling
	Shares	Amount		Capital		Earnings		Interest		Total
Balance, October 31, 2023	17,761	$	18	$	176,481	$	32,338	$	1,392	$	210,229
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	41		—		(625)		—		—		(625)
Stock-based compensation expense	—		—		1,834		—		—		1,834
Dividend declared to shareholders (0.10 per share)	—		—		—		(5,341)		—		(5,341)
Avocados de Jalisco noncontrolling interest	—		—		—		—		17		17
Net loss attributable to Calavo Growers, Inc.	—		—		—		(937)		—		(937)
Balance, July 31, 2024	17,802	$	18	$	177,690	$	26,060	$	1,409	$	205,177

See accompanying notes to unaudited condensed consolidated financial statements.

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CALAVO GROWERS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Description of the ~~business~~Business

Business

Calavo Growers, Inc. (“Calavo,” the “Company,” “we,” “us,” or “our”), is a global leader in sourcing, packing and distribution of fresh avocados, tomatoes, and papayas and processing of guacamole and other avocado products. Drawing on decades of expertise with fresh and prepared produce, we deliver a broad portfolio of products to retail grocers, club and mass-merchandise stores, foodservice operators, and wholesalers worldwide. We procure ~~avocados~~avocado products from California, Mexico, and other key growing regions. Across our operating facilities, we (i) sort, pack, ripen, and ship avocados, tomatoes, and Hawaiian-grown papayas, all of which we procure primarily from independent growers, and (ii) process and package fresh and frozen guacamole and related products. Our products are distributed both domestically and internationally.

InWe ~~the~~report ~~first~~results ~~quarter~~under oftwo ~~fiscal~~segments: ~~2025,~~Fresh weand ~~renamed~~Prepared. The ~~our~~Fresh ~~“Grown”~~segment ~~reportable~~consists ~~segment~~of tofresh ~~“Fresh”~~avocados, totomatoes ~~better~~and ~~reflect~~papayas. The ~~its~~Prepared ~~activities;~~segment ~~the~~consists ~~change~~of ~~did~~guacamole ~~not~~and ~~affect~~related ~~the~~products ~~segment’s~~sold ~~composition,~~at ~~financial~~retail ~~results,~~locations orand ~~internal~~to ~~performance~~foodservice ~~metrics~~operators. WeSee ~~report~~Note ~~results~~2 ~~under~~to ~~two~~our ~~segments:~~interim ~~Fresh~~financial ~~and~~statements ~~Prepared~~for further information about our business segments.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the “interim financial statements”) have been prepared by ~~the~~us ~~Company~~ in accordance with accounting principles generally accepted in the United States (“GAAP”) and with the instructions to this Quarterly Report on Form 10-Q and Article 10 of Regulation S-X ofpromulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by ~~accounting~~GAAP ~~principles generally accepted in the United States~~ for complete financial statements. In the opinion of management, the accompanying interim financial statements contain all adjustments, consisting of adjustments of a normal recurring nature necessary to present fairly ~~the~~our ~~Company’s~~ financial position, results of operations and cash flows. The results of operations for interim periods are not necessarily indicative of the results that may be expected for a full year. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in ~~the~~our ~~Company’s~~ Annual Report on Form 10-K for the fiscal year ended October 31, ~~2024~~2025, as amended.

Recently Issued Accounting Standards

In ~~November~~September ~~2024~~2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2024~~2025-0306, “~~Disaggregation~~Intangibles—Goodwill ~~of Income Statement Expenses,” which expands interim~~ and ~~annual~~Other—Internal-Use ~~requirements~~Software to(Topic ~~include~~350-40): ~~disclosure~~Targeted ~~about~~Improvements”. ~~specific~~This ~~types~~ASU ofprovides ~~expenses~~updated ~~included~~guidance inclarifying the ~~expense~~capitalization ~~captions~~of ~~presented~~costs onrelated ~~the~~to ~~face~~internal-use ofsoftware, ~~the~~including ~~income~~enhanced ~~statement~~guidance ason ~~well~~cloud ascomputing ~~disclosures about selling expenses~~arrangements. ASU ~~The~~2025-06 ~~guidance~~is ~~will be~~ effective for annual periods beginning after December 15, ~~2026~~2027, ~~with~~and ~~either~~interim ~~retrospective~~periods orwithin ~~prospective~~those ~~application.~~fiscal ~~The~~years, ~~ASU~~with ~~allows for~~ early adoption ~~of these requirements~~permitted. We ~~The~~are ~~Company is~~ currently evaluating the potential effect ~~that~~of this ASU ~~will~~on ~~have~~our onaccounting ~~its~~for ~~financial~~internal-use ~~statement~~software ~~disclosures~~development costs.

In ~~December~~August ~~2023~~2025, the FASB issued ASU ~~2023~~2025-0905, “~~Income~~Financial ~~Taxes~~Instruments—Credit Losses (Topic ~~740~~326): -Measurement ~~Improvements~~of toCredit ~~Income~~Losses ~~Tax~~for ~~Disclosures”.~~Trade ~~This~~Receivables ~~ASU~~and ~~amends~~Contract ~~Accounting Standards Codification (“ASC~~Assets”). This ~~740~~ASU toprovides ~~enhance~~a ~~the~~practical ~~nature~~expedient ofand ~~disclosures~~accounting ~~for~~policy ~~income~~election ~~taxes.~~to ~~Specifically,~~allow ~~the ASU requires public business~~ entities to ~~disclose~~measure ~~additional~~expected ~~information~~credit inlosses ~~categories~~on ~~defined~~certain ~~within~~trade ~~the~~receivables ~~ASU~~and ~~within~~contract ~~the~~assets ~~reconciliation~~using ofa ~~the~~provision ~~effective~~matrix ~~tax~~approach. ASU ~~rate~~2025-05 tois ~~the~~effective ~~statutory rate~~ for ~~federal,~~annual ~~state~~periods ~~and~~beginning ~~foreign~~after ~~income~~December ~~taxes. Additionally~~15, ~~the ASU requires disclosure of taxes paid~~2025, ~~net of refunds received, disaggregated by federal, state~~ and ~~foreign~~interim ~~taxes.~~periods ~~ASU~~within ~~2023-09~~those isfiscal ~~effective for~~ years ~~beginning after December 15~~, ~~2024~~ with early adoption permitted. We ~~The~~are ~~Company is~~ currently evaluating the potential effect ~~that~~of this ASU ~~will have~~ on ~~its~~our ~~financial~~credit ~~statement~~loss ~~disclosures~~estimation methodology.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which expands interim and annual requirements to include disclosure about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The guidance will

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Inbe November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, ~~2023~~2026, ~~and~~with ~~interim~~either ~~periods~~retrospective ~~within~~or ~~fiscal~~prospective ~~years~~application. ~~beginning~~The ~~after~~ASU ~~December~~allows ~~15,~~for ~~2024, with~~ early adoption ~~permitted.~~of ~~The~~these ~~Company~~requirements. We isare currently evaluating the potential effect that this ASU will have on ~~its~~our financial statement disclosures.

2In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. ~~Information~~This ~~regarding~~ASU ~~our~~amends ~~operations~~Accounting Standards Codification (“ASC”) 740 to enhance the nature of disclosures for income taxes. Specifically, the ASU requires public business entities to disclose additional information in ~~different~~categories ~~segments~~defined within the ASU within the reconciliation of the effective tax rate to the statutory rate for federal, state and foreign income taxes. Additionally, the ASU requires disclosure of taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes. ASU 2023-09 is effective for years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential effect that this ASU will have on our financial statement disclosures.

~~During the first quarter of fiscal 2025, we changed the name of our ‘Grown’ reportable segment to ‘Fresh’ to more accurately represent the segment’s business activities~~2. ~~This~~Segment ~~change~~Information in title does not affect the segment’s composition, financial results, or how we assess performance internally. We report our operations in two different business segments: Fresh and Prepared. The Fresh segment consists of fresh avocados, tomatoes and papayas. The Prepared segment comprises all our guacamole products sold at retail and food service as well as avocado pulp sold to foodservice. These two business segments are presented based on how information is used by our Chief Executive Officer to measure performance and allocate resources. Selling, general and administrative expenses, as well as other non-operating income/expense items, are evaluated by our Chief Executive Officer in the aggregate. We do not allocate assets, or specifically identify them, to our operating segments. The sales data in the following tables is presented in thousands:

We are principally engaged in the procurement, marketing and distribution of fresh and prepared avocado products. While the majority of our sales are within the United States, we also service international markets including Canada, Mexico, Europe, and Asia. Our key sourcing and production operations are located in the United States and Mexico.


	Three months ended July 31, 2025						Three months ended July 31, 2024
	Fresh		Prepared		Total		Fresh		Prepared		Total

Avocados	$	147,344	$	—	$	147,344	$	151,814	$	—	$	151,814
Tomatoes		5,846		—		5,846		9,874		—		9,874
Papayas		3,085		—		3,085		2,268		—		2,268
Other fresh income		24		—		24		24		—		24
Guacamole		—		24,254		24,254		—		18,388		18,388
Total gross sales		156,299		24,254		180,553		163,980		18,388		182,368
Less: sales allowances		(448)		(1,283)		(1,731)		(762)		(2,010)		(2,772)
Net sales	$	155,851	$	22,971	$	178,822	$	163,218	$	16,378	$	179,596

Our business is comprised of two reportable segments, both of which represent our primary businesses of fresh produce and prepared avocado products.


	Nine months ended July 31, 2025						Nine months ended July 31, 2024

	Fresh		Prepared		Total		Fresh		Prepared		Total

Avocados	$	431,864	$	—	$	431,864	$	387,500	$	—	$	387,500
Tomatoes		30,844		—		30,844		49,226		—		49,226
Papayas		9,209		—		9,209		8,200		—		8,200
Other fresh income		64		—		64		72		—		72
Guacamole		—		57,395		57,395		—		54,107		54,107
Total gross sales		471,981		57,395		529,376		444,998		54,107		499,105
Less sales allowances		(1,674)		(3,949)		(5,623)		(1,999)		(5,521)		(7,520)
Net sales	$	470,307	$	53,446	$	523,753	$	442,999	$	48,586	$	491,585

●

Fresh — includes avocados, tomatoes, papayas, and other fresh produce products.

●

Prepared — includes guacamole and related products sold to retail and foodservice customers.

Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer. The CODM uses segment gross profit, calculated as net sales less cost of sales, as the primary measure in assessing segment performance and determining allocation of resources, with these determinations generally made as part of our annual budgeting process. Reviews of segment performance by the CODM occur regularly throughout the year, including quarterly review of budget-to-actual results, which can result in allocation changes if deemed appropriate. The CODM does not evaluate, manage or measure performance of segments using asset information. Accordingly, assets by segment are not disclosed.

The following table indicates our net sales by product category (in thousands), and, in each case, the percentage of total represented thereby:


		Three months ended January 31,
		2026				2025
Fresh
Avocados		$	95,052	78	%	$	123,839	80	%
Tomatoes			6,841	6	%		13,047	8	%
Papayas and other			3,080	2	%		3,182	2	%
Less: sales allowances			(286)	(0)	%		(273)	(0)	%
Total Fresh sales		$	104,687	86	%	$	139,795	91	%
Prepared
Guacamole and related products			17,627	14	%		15,983	10	%
Less: sales allowances			(112)	(0)	%		(1,393)	(1)	%
Total Prepared sales		$	17,515	14	%	$	14,590	9	%
Total net sales		$	122,202	100	%	$	154,385	100	%

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	Fresh		Prepared		Total
	(All amounts are presented in thousands)
Three months ended July 31, 2025
Net sales	$	155,851	$	22,971	$	178,822
Cost of sales		143,424		17,200		160,624
Gross profit	$	12,427	$	5,771	$	18,198

Three months ended July 31, 2024
Net sales	$	163,218	$	16,378	$	179,596
Cost of sales		145,043		14,460		159,503
Gross profit	$	18,175	$	1,918	$	20,093

	Fresh		Prepared		Total
	(All amounts are presented in thousands)
Nine months ended July 31, 2025
Net sales	$	470,307	$	53,446	$	523,753
Cost of sales		431,690		40,048		471,738
Gross profit	$	38,617	$	13,398	$	52,015

Nine months ended July 31, 2024
Net sales	$	442,999	$	48,586	$	491,585
Cost of sales		402,041		38,030		440,071
Gross profit	$	40,958	$	10,556	$	51,514

The following table indicates our net sales by geographic region (in thousands), and, in each case, the percentage of total represented thereby:

For the three months ended July 31, 2025, intercompany sales and cost of sales of $0.1 million between Fresh products and Prepared products were eliminated. For the nine months ended July 31, 2025 and 2024, intercompany sales and cost of sales of $0.8 million and $0.6 million between Fresh products and Prepared products were eliminated.


		Three months ended January 31,
		2026						2025

United States		$	111,077		91	%		$	142,648		92	%
Canada			6,943		6	%			7,707		5	%
Asia			4,096		3	%			3,533		2	%
Other			86		0	%			497		0	%
Total net sales		$	122,202		100	%		$	154,385		100	%

~~Sales~~The tofollowing ~~customers~~table ~~outside~~provides ~~the~~information ~~U.S.~~by ~~were~~reportable ~~approximately~~segment, ~~$17.2~~including ~~million~~net ~~and~~sales, ~~$11.9~~cost ~~million~~of ~~for the three months ended July 31~~sales, ~~2025,~~ and ~~2024.~~gross ~~Sales~~profit to(in ~~customers outside the U.S. were approximately $42 million and $35.7 million for the nine months ended July 31, 2025 and 2024.~~ thousands):



		Fresh			Prepared			Total


Three months ended January 31, 2026
Net sales		$	104,687		$	17,515		$	122,202
Cost of sales			94,374			12,644			107,018
Gross profit			10,313			4,871			15,184
Selling, general and administrative									16,401
Expenses related to Mexican tax matters									230
Operating loss									(1,447)
Foreign currency gain									2,590
Interest income									542
Interest expense									(129)
Other income, net									265
Income before income taxes and loss from unconsolidated entities								$	1,821

Three months ended January 31, 2025
Net sales		$	139,795		$	14,590		$	154,385
Cost of sales			127,658			10,999			138,657
Gross profit			12,137			3,591			15,728
Selling, general and administrative									10,287
Expenses related to Mexican tax matters									395
Operating income									5,046
Foreign currency loss									(962)
Interest income									845
Interest expense									(213)
Other income, net									112
Income before income taxes and loss from unconsolidated entities								$	4,828

~~The~~For ~~net~~the ~~carrying~~three ~~value~~months ofended ~~long-lived~~January ~~assets~~31, ~~attributed~~2026 toand ~~geographic~~2025, ~~areas~~intercompany assales and cost of ~~July~~sales ~~31,~~of ~~2025,~~$0.1 million and ~~October~~$0.4 ~~31,~~million ~~2024,~~between ~~are~~Fresh asproducts ~~follows~~and ~~(in~~Prepared ~~thousands):~~products were eliminated.


	United States		Mexico		Consolidated
July 31, 2025	$	22,684	$	27,919	$	50,603
October 31, 2024	$	24,531	$	29,669	$	54,200

The following table indicates our long-lived assets, which consists of property, plant, and equipment, net, by geographic region (in thousands):


	January 31,		October 31,
	2026		2025

United States	$	20,740	$	21,714
Mexico		27,784		27,721
Total	$	48,524		49,435

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3.	Inventories

Inventories consist of the following (in thousands):


	~~July~~January 31,		October 31,
	~~2025~~2026		~~2024~~2025

Fresh fruit	$	1620,~~233~~685	$	2017,~~002~~802
Packing supplies and ingredients		68,~~932~~327		67,~~936~~423
Finished prepared foods		78,~~163~~758		78,~~219~~379
Total	$	3037,~~328~~770	$	3433,~~157~~604

Inventories are stated at the lower of cost or net realizable value. We periodically review the value of items in inventory and record any necessary write -downs of inventory based on our assessment of market conditions. Inventory includes reserves of $21.62 million ~~in slow moving inventories~~ and ~~amounts~~$0.3 ~~estimated~~million ~~not to be sold~~ as of ~~July~~January 31, ~~2025~~2026 and ~~$0.4 million as of~~ October 31, ~~2024~~2025. The ~~increase~~reserve inrecorded ~~reserves~~reflects atboth ~~July~~write-downs ~~31,~~to ~~2025~~net ~~reflects~~realizable ~~higher~~value and/or reserves for slow-moving inventories and amounts estimated not to be sold.

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inventories and market-related factors in the third quarter, including the temporary detention hold on certain avocados from Mexico by the U.S. Food and Drug Administration (the “FDA”), which led to inventory write-downs on fruit diverted or sold at distressed prices. See Note 6 for additional information regarding this temporary FDA detention hold and the impacts thereof.

4. Related-Party ~~party transactions~~Transactions

Board of Directors & Former Chief Executive Officer

Certain members of our Board of Directors (the “Board”) market California avocados through Calavo pursuant to marketing agreements substantially similar to ~~the~~those ~~marketing~~entered ~~agreements that we enter~~ into with other independent growers. For the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, ~~the~~we ~~amount~~did ofnot procure avocados ~~procured~~ from entities owned or controlled by members of our Board, ofcompared ~~Directors~~to ~~was~~the ~~$2.7~~procurement ~~million~~of ~~and~~ $40.36 million. ~~For~~for the three ~~and nine~~ months ended ~~July~~January 31, ~~2024, the aggregate amount of avocados procured from entities owned or controlled by members of our Board of Directors was $1~~2025.~~9 million and $2.2 million.~~ As of ~~July~~January 31, ~~2025~~2026, wethere ~~had~~were ~~less~~no ~~than $0.1 million in outstanding payables to these Board members. We did not have any~~ amounts payable to ~~the~~such entities, ~~owned~~compared orto ~~controlled~~$0.5 bymillion ~~these Board members~~ as of October 31, ~~2024~~2025.

For the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, we ~~procured~~did ~~$2.5~~not ~~million~~procure ~~and~~any ~~$6 million of~~ avocados from entities affiliated with our former Chief Executive Officer~~. For~~, ~~the~~who ~~three~~retired ~~and~~on ~~nine~~December ~~months ended July 31~~8, ~~2024~~2025, wecompared ~~procured~~to $31.31 million ~~and~~for ~~$4.7~~the ~~million~~three ofmonths ~~avocados~~ended ~~from~~January ~~entities~~31, ~~affiliated with our Chief Executive Officer~~2025. As of ~~July~~January 31, ~~2025~~2026, wethere ~~had $0.7 million in outstanding payables to entities affiliated with our Chief Executive Officer. There~~ were no ~~outstanding~~amounts ~~payables~~payable to such entities, ~~affiliated~~compared ~~with~~to ~~our~~less ~~Chief~~than ~~Executive~~$0.1 ~~Officer~~million as of October 31, ~~2024~~2025.

Agricola Don Memo, S.A. de C.V. (“Don Memo”)

Calavo Growers de Mexico S.A. de C.V. (“Calavo Growers de Mexico”) and Agricola Belher (“Belher”) each ~~have~~hold ana ~~equal~~50% ~~one-half~~ ownership interest in Don Memo. Pursuant to a ~~management~~Management ~~service~~Service ~~agreement~~Agreement, Belher, through its officers and employees, has day-to-day power and authority to manage the operations of Don Memo.

As of ~~July~~January 31, ~~2025~~2026, and October 31, ~~2024~~2025, we had ~~investments~~an investment of $21.67 million and $2.42 million, ~~respectively,~~ representing Calavo Growers de Mexico’s 50% ownership in Don Memo, which ~~was~~is included as an investment in unconsolidated entities on our balance sheet. We make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Don Memo, net of our commission and aforementioned advances. For the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, we advanced $10.60 million and $0 ~~of preseason advances to Don Memo~~. ~~For~~2 ~~the nine months ended July 31, 2025 and 2024, we advanced $4.5~~ million ~~and $4.5 million~~ of preseason advances to Don Memo. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, we had outstanding advances of $~~8.2 million and $~~7.7 million to Don Memo. In October 2020, we entered into an infrastructure loan agreement with Don Memo for up to $2.4 million secured by certain property and equipment of Don Memo. This infrastructure loan accrues interest at 7.25%. The total outstanding infrastructure loan balance both at July 31, 2025 and at October 31, 2024, was $1.6 million which is included in prepaids and other current assets. During the three months ended July 31, 2025 and 2024, we incurred $2.2 million and $3.3 million ~~of cost of sales to Don Memo. During the nine months ended July 31, 2025~~ and ~~2024, we incurred~~ $107.69 million ~~and $10.6 million of cost of sales~~ to Don Memo ~~pursuant to our purchase consignment agreement~~.

~~Belher~~In October 2020, we entered into an Infrastructure Loan Agreement with Don Memo for up to $2.4 million secured by certain property and equipment of Don Memo. This infrastructure loan accrues interest at 7.25%. The total outstanding infrastructure loan balance both at January 31, 2026 and at October 31, 2025, was $1.6 million which is included in prepaids and other current assets, and the balance is expected to be paid over the course of fiscal year 2026. During the three months ended January 31, 2026 and 2025, we incurred $3.7 million and $8.0 million of cost of sales to Don Memo pursuant to our Purchase Consignment Agreement.

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loan is secured by certain farmland in Mexico and accrues interest at 10%. As part of this loan agreement, we can withhold payments on both the infrastructure advances and the bridge loan by netting these amounts against the grower payable due to Belher. As of July 31, 2025, the bridge loan balance of $0.5 million was recorded in prepaid expenses and other current assets. At October 31, 2024, the bridge loan balance was $1.1 million, consisting of $0.6 million in prepaid expenses and other current assets and $0.5 million in other assets. During the three months ended July 31, 2025 and 2024, we incurred $2.9 million and $4.1 million of cost of sales to Belher pursuant to our purchase consignment agreement. During the nine months ended July 31, 2025 and 2024, we incurred $16 million and $29.1 million of cost of sales to Belher pursuant to our purchase consignment agreement.

Belher

We make advances to Belher for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from tomato sales under our marketing program to Belher, net of our commission and aforementioned advances. For the three months ended January 31, 2026 and 2025, we advanced $0.0 and $0.2 million of preseason advances to Belher. We had grower advances due from Belher totaling $8.0 million as of January 31, 2026 and $5.2 million as of October 31, 2025, which are recorded as advances to suppliers. In July 2021, we made a bridge loan of $3.5 million to Belher. This loan is secured by certain farmland in Mexico and accrues interest at 10%. As part of this Loan Agreement, we can withhold payments on both the infrastructure advances and the bridge loan by netting these amounts against the grower payable due to Belher. As of January 31, 2026, the bridge loan balance of $0.4 million was recorded in prepaid expenses and other current assets. As of October 31, 2025, the bridge loan balance was recorded as $0.5 million in prepaid expenses and other current assets. During the three months ended January 31, 2026 and 2025, we incurred $2.6 million and $2.7 million of cost of sales to Belher pursuant to our Purchase Consignment Agreement.

Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”)

In August 2015, we entered into a Shareholder’s Agreement with various ~~Mexican~~ partners ~~and~~to ~~created~~form Avocados de Jalisco~~. Avocados~~, dewhich ~~Jalisco~~ is a Mexican corporation ~~created~~engaged ~~to engage~~ in procuring, packing and selling avocados. AsThis ~~of July 31, 2025, this~~ entity ~~was~~is approximately 83% owned by Calavo and ~~was~~is consolidated in our interim financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico, ~~which~~and began operations in June of 2017. During the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, we purchased approximately $10.27 million and $30.52 million of avocados from the partners of Avocado de Jalisco. ~~During the nine months ended July 31, 2025 and 2024 we purchased approximately $3 million and $7.1 million of avocados from the partners of Avocados de Jalisco.~~

5. Other ~~assets~~Assets

Other assets consist of the following (in thousands):


	~~July~~January 31,		October 31,
	~~2025~~2026		~~2024~~2025
Mexican IVA (i.e., value-added) taxes receivable, net (see Note 9)	$	5360,~~854~~821	$	4855,~~739~~781
Infrastructure advances		—		467
Other		494		536
Other		581		710
Total	$	61,315	$	56,317
Total	$	54,435	$	49,916

6. Other ~~events~~Events

~~Dividends~~Merger with Mission Produce, Inc.

OnAs ~~January~~previously ~~31,~~disclosed ~~2025,~~in wethe ~~paid~~Company’s aAnnual ~~dividend~~Report ofon ~~$0.20~~Form ~~per~~10-K ~~share,~~for orthe anfiscal ~~aggregate~~year ofended ~~$3.6~~October ~~million~~31, to2025, ~~shareholders of record~~ on January 1014, ~~2025. On~~2026, ~~April~~the ~~29,~~Company ~~2025,~~entered weinto ~~paid~~an aAgreement ~~dividend~~and Plan of ~~$0.20~~Merger ~~per~~with ~~share,~~Mission orProduce. There anhave ~~aggregate~~been ofno ~~$3.6~~material ~~million~~changes to ~~shareholders~~the terms of ~~record~~the onMerger ~~April~~Agreement 1,during ~~2025. On~~the ~~July~~three ~~28,~~months ~~2025,~~ended weJanuary ~~paid~~31, ~~a dividend of $0~~2026.20 On ~~per~~March ~~share~~9, or2026, anMission ~~aggregate~~Produce offiled ~~$3.6~~a ~~million,~~Registration toStatement ~~shareholders of record~~ on ~~June~~Form ~~30,~~S-4 ~~2025. The~~with ~~Board~~the ofSEC ~~Directors~~that ~~declared~~includes a ~~quarterly~~joint ~~cash~~proxy ~~dividend~~statement of ~~$0.20~~the ~~per~~Company ~~share~~and toMission beProduce ~~paid~~and ona ~~October~~prospectus ~~31,~~of ~~2025,~~Mission toProduce ~~shareholders~~relating ofto ~~record~~the onproposed ~~September 30, 2025~~transaction.

~~Regulatory matters~~Dividends

InOn ~~July~~January ~~2025~~28, ~~the FDA placed Calavo de México (“CDM”)~~2026, ~~our~~we ~~wholly~~paid ~~owned subsidiary, on~~ a ~~Red~~dividend ~~List Detention Hold after trace levels~~ of ~~Imazalil~~$0.20 ~~(not~~per ~~approved~~share, ~~for~~or ~~avocados)~~an ~~were~~aggregate ~~detected~~of in$3.6 amillion, ~~single~~to ~~line~~shareholders ~~item. All~~of ~~subsequent~~record ~~third-party~~on ~~tests~~January ~~were~~13, ~~clean~~2026. ~~During~~On ~~the~~March ~~third~~6, ~~quarter of fiscal 2025~~2026, the ~~hold~~Board ~~resulted~~declared ina ~~third-party~~quarterly ~~inspection~~cash ~~and~~dividend ~~testing~~of ~~costs,~~$0.20 ~~incremental~~per ~~logistics/handling~~share ~~costs,~~to ~~and~~be ~~inventory~~paid ~~write-downs~~ on ~~fruit~~April ~~diverted~~29, ~~or sold at distressed prices~~2026, ~~with~~to anshareholders ~~estimated incremental cost~~ of ~~approximately~~record ~~$4.2~~on ~~million~~April ~~recorded~~1, ~~in cost of sales~~2026. ~~This FDA matter was fully resolved in September 2025.~~

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recorded. We will recognize any recovery up to the amount of recognized losses when realization becomes probable, and will recognize any amounts in excess of recognized losses, if any, when realized.

Litigation

For the three months ended January 31, 2026, the Company recorded approximately $0.6 million related to a claim under California’s Private Attorneys General Act (“PAGA”) associated with our former Fresh Cut business, which was divested in the fourth fiscal quarter of 2024.

From time to time, we are involved in litigation arising in the ordinary course of our business that we do not believe will have a material impact on our financial position, results of operations, or cash flows.

~~Compliance~~Tax ~~matters~~audits

On September 2, 2025, the U.S. Department of Justice officially notified us that it has closed its Foreign Corrupt Practices Act (“FCPA”) inquiry related to our operations in Mexico.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S. international tax rules. The company has analyzed the impacts of the OBBBA and reflected them in the current period. These impacts do not have a material effect on the tax rate for the three and nine months ended July 31, 2025. The majority of the tax law changes will take effect in future years.

Mexico tax audits

We conduct business both domestically and internationally and, as a result, one or more of our subsidiaries files income tax returns in U.S. federal, U.S. state and certain foreign jurisdictions. Accordingly, in the normal course of business, we are subject to examination by tax authorities, primarily in Mexico and the United States.

2013 Mexico Assessment

In January 2017, ~~CDM~~we received preliminary observations from the Servicio de Administración Tributaria in Mexico (the “SAT”) related to an audit for fiscal year 2013 outlining certain proposed adjustments primarily related to intercompany funding, deductions for services from certain vendors/suppliers and ~~Value~~tax ~~Added~~receivables ~~Taxes~~due from the Mexican government for value-added taxes (“~~VAT~~IVA”). We provided a written rebuttal to these preliminary observations during ~~our~~the third fiscal quarter of 2017.

In ~~January~~July 2018, ~~the~~a ~~SAT’s~~ local office inof ~~Uruapan~~the ~~issued~~SAT toin ~~CDM~~Mexico issued a final tax assessment (as adjusted from time to time, the “2013 Mexico Assessment”) totaling approximately 2.6 billion Mexican pesos (which ~~includes~~included ~~annual~~ adjustments for interest, penalties, and inflation, and equals approximately $~~138~~150.7 million U.S. dollars (“USD”) at ~~July~~January 31, ~~2025~~2026) related to ~~income~~a ~~tax, flat rate business tax, value added tax and fines, related to this~~ fiscal 2013 tax audit. ~~This~~The ~~amount~~2013 Mexico Assessment has been adjusted for interest, penalties, and inflation as of ~~July~~January 31, ~~2025~~2026 to the amount of 3.5 billion Mexican pesos (approximately $~~160~~201.8 million USD). Additionally, the ~~tax~~SAT ~~authorities have~~ determined that we owe our employees profit-sharing liability, totaling approximately 118 million Mexican pesos (approximately $6.38 million USD at ~~July~~January 31, ~~2025~~2026). In August 2018, we filed an Administrative Appeal on the 2013 Mexico Assessment, appealing our case to the SAT’s ~~central~~Central ~~legal~~Legal ~~department~~Department in Michoacan, Mexico.

On June 25, 2021, we became aware that the Administrative Appeal had been resolved by the SAT against CDM on March 12, 2021, and that we had allegedly failed to timely respond to and challenge the SAT’s notification of such resolution, therefore rendering the 2013 Mexico Assessment as definitive. Consequently, the SAT placed liens on the fixed assets of CDM, with a net book value of approximately $26 million USD, and on bank accounts of CDM totaling approximately $1 million USD in order to ~~guarantee~~guaranty the 2013 Mexico Assessment. Based on legal counsel from our tax advisory firm, we and our tax advisory firm have concluded that the March 2021 notification was not legally communicated.

13On August 18, 2021, we filed an Administrative Reconsideration (the “Reconsideration”) before the Central Legal Department of the SAT located in Mexico City, Mexico, asserting that the resolution in March 2021 of the Administrative Appeal was wrongly concluded, in particular with respect to the following matters:

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On August 18, 2021, we filed an Administrative Reconsideration (the “Reconsideration”) before the Central Legal Department of the SAT located in Mexico City, asserting that the resolution in March of the Administrative Appeal was wrongly concluded, in particular with respect to the following matters:

o Failure to recognize CDM as a “maquiladora”;”

o

Considering the Company to have a permanent establishment in Mexico;

o

Including fruit purchase deposits transferred by the Company to CDM as taxable;

o Application of 16% ~~VAT~~IVA tax to fruit purchase deposits; and

o

Imposing double-taxation on the fruit purchase transactions.

On August 20, 2021, ~~CDM~~we filed a Nullity Trial ~~(the “Nullity Trial”)~~ with the Federal Tax Court inof Mexico, which ~~among other things,~~ strongly ~~contends~~contested that the notifications made by the SAT to CDM and its designated advisors ofrelated to the resolution of the Administrative Appeal in March 2021, were not legally communicated. In addition, the Nullity Trial asserts the same matters central to the Reconsideration, as described above, as wrongly concluded in the resolution of the Administrative Appeal.

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On October 13, 2023, ~~the~~we ~~Company~~ filed an extension of the Nullity Trial filed on August 20, 2021, as a result of the response to the lawsuit filed by the ~~tax authority~~SAT, pointing out that the ~~tax authority~~SAT’s resolution iswas unlawful due to improper substantiation and motivation, because of the following:

● The QR Code does not allow the Company to verify the veracity of the ~~document,~~notification of the tax assessment; and

● The notification of the tax assessment was not sent to the phone number indicated by the Company, when the ~~tax~~SAT ~~authority~~ was obliged to do so, among others.

On November 14, 2023, the Federal Tax Court in Mexico acknowledged the admission of the extension to the lawsuit. Additionally, in November 2024, the ~~Administrative~~ Reconsideration and related ~~Injunction~~injunction action were finalized. The ~~tax~~SAT ~~authority~~ determined that the filing of the ~~Administrative~~ Reconsideration was not legally viable, citing the existence of a concurrent legal remedy—, the Nullity Trial. Furthermore, the SAT noted a presumption that the Nullity Trial was filed within the required timeframe, as evidenced by its admission by the Federal Tax Court.

~~These~~In ~~resolutions~~August ~~can~~2025, bea ~~used~~Federal Court in Mexico formally recognized CDM as ~~supervening~~operating ~~evidence~~as toa ~~support~~maquiladora. This ruling relates to the ~~arguments~~IVA ~~that~~refund request covering the ~~Nullity~~period ~~Petition~~from ~~should~~January beto ~~admitted~~June 2013. In ~~The~~January ~~resolutions~~and ~~will~~February ~~contribute~~2026, toa ~~demonstrate~~Federal ~~that~~Court ~~the~~in ~~SAT~~Mexico ~~considers~~City ~~that~~issued ~~the~~two ~~Nullity~~similar ~~Petition~~resolutions ~~was~~covering ~~filed~~April, onMay, ~~time~~and November 2015. We ~~This~~believe isthis aruling ~~statement~~further ~~made~~strengthens ~~within~~our aposition ~~formal~~in ~~procedure~~the ~~that~~Nullity ~~contradicts~~Trial ~~what~~and ~~the~~supports ~~SAT~~our ~~had~~arguments ~~been~~with ~~arguing~~respect ~~(within~~to the ~~reconsideration~~2013 ~~procedure)~~Mexico Assessment.

These determinations may be considered by the Federal Tax Court in connection with the Nullity Trial.

While we continue to believe that the 2013 Mexico Assessment is completely without merit and that we will prevail in the Nullity Trial in the Federal Tax Court, we also believe it is in the best interest of CDM and the Company to settle the 2013 Mexico Assessment as quickly as possible.In accordance with our cumulative probability analysis on uncertain tax positions, settlements made by the SAT in other cases, such as the 2011 tax assessment settlement reached by CDM with the Ministry of Finance and Administration of the government of the State of Michoacan, Mexico, and the value of CDM assets, we recorded a provision of $11 million, in the third quarter of fiscal year 2021, as a discrete item in Provision for Income Taxes. The provision includes estimated fines, interest and inflationary adjustments.

~~While~~We ~~we continue to~~ believe that ~~the~~this ~~tax~~provision ~~assessment~~remains ~~for~~appropriate ~~fiscal~~as ~~year~~of ~~2013~~January ~~is completely without merit~~31, ~~and~~2026 ~~that~~based ~~we will prevail~~ on ~~the Nullity Trial in the Tax Court, we also believe that it is in the best interest of CDM and the Company to settle the 2013 Assessment as quickly as possible. In accordance with~~ our cumulative probability analysis. We onincurred ~~uncertain~~$0.2 ~~tax~~million ~~positions, settlements made by the SAT in other cases, the 2011 tax assessment reached by CDM with the Ministry~~ of ~~Finance~~related ~~and~~professional ~~Administration~~fees offor the ~~government~~three ofmonths ~~the~~ended ~~State~~January ~~of Michoacan~~31, ~~Mexico,~~2026 ~~and~~which ~~the~~have ~~value~~been ~~of CDM assets, we~~ recorded ~~a provision of $11 million,~~ in ~~the~~Expenses ~~third~~related ~~quarter~~to ofMexican ~~fiscal year 2021, as a discrete item in Income~~ Tax ~~Provision.~~matters ~~The~~on ~~provision~~the ~~includes~~unaudited ~~estimated~~condensed ~~fines,~~consolidated ~~interest~~statements ~~and~~of ~~inflationary adjustments~~operations.

WeFiscal ~~believe~~Years ~~that~~2019 ~~this provision remains appropriate as of July 31, 2025 based on our cumulative probability analysis. We incurred $0.3 million~~ and ~~$0.9~~2020 ~~million of related professional fees for the three and nine months ended July 31, 2025 which have been recorded in Expenses related to Mexican Tax matters on the consolidated statements of operations.~~Audits

~~Lease~~In ~~contingency~~addition to the 2013 Mexico Assessment, the SAT initiated an income tax audit of our subsidiary, CDM, for fiscal years 2019 and 2020 during the third quarter of fiscal 2025. The audits for fiscal years 2019 and 2020 are related. Under Mexican tax procedures, when the period available to audit a particular year is nearing expiration, the tax authorities may open an audit of a subsequent year to preserve their ability to review that year. As a result, the audits for fiscal years 2019 and 2020 are being evaluated together and both focus on whether CDM is properly classified as a maquiladora for Mexican tax purposes.

InAs ~~conjunction~~of ~~with~~ the ~~sale~~date of ~~the~~this ~~Fresh~~Quarterly ~~Cut~~Report ~~business~~ on ~~August~~Form 1510-Q, ~~2024,~~we ~~the~~have ~~Company~~responded ~~assigned certain leases~~ to ~~the~~all ~~buyer.~~information Asrequests aissued ~~result~~by ofthe ~~these~~SAT ~~lease~~in ~~assignments,~~connection ~~the~~with ~~buyer is~~ the ~~primary~~fiscal ~~obligor~~year ~~under~~2020 ~~the~~audit. As ~~leases,~~of ~~with~~ the ~~Company~~date ~~secondarily~~of ~~liable~~this asQuarterly aReport ~~guarantor.~~on IfForm 10-Q, the ~~buyer~~SAT ~~fails~~has tonot ~~perform~~issued ~~under~~formal aconclusions ~~lease,~~for ~~the~~fiscal ~~Company~~year ~~could~~2020, beas ~~responsible~~they ~~for~~are ~~fulfilling~~considering ~~any~~their ~~remaining~~position ~~lease~~with ~~obligation.~~respect ~~The~~to ~~leases~~the ~~had~~fiscal ayear ~~remaining~~2019 ~~average~~audit, ~~term~~which ofis ~~5.3~~currently ~~years~~before asthe ofMexican ~~October~~taxpayer ~~31,~~advocacy ~~2024~~authority, PRODECON.

As of January 31, 2026, no fiscal years are under audit by the SAT, other than fiscal years 2013, 2019, and 2020.

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~~with~~Lease a maximum exposure of $32.0 million in undiscounted future minimum lease payments, plus $13.3 million in potential additional payments related to common area maintenance, taxes, insurance, and other obligations.contingency

As of July 31, 2025, we had not experienced any changes related to this contingency, and there were no new developments affecting its likelihood or potential financial impact. We continue to assess this obligation, but do not believe it is probable that we will be required to fulfill any obligations under these leases.

7In conjunction with the sale of the Fresh Cut business (formerly referred to as the RFG business) on August 15, 2024, we assigned leases resulting in us being relieved of our primary obligation under these leases. ~~Noncontrolling~~As ~~interest~~a result of these lease assignments, the buyer is the primary obligor under the leases, with us secondarily liable as a guarantor. If the buyer should fail to perform under a lease, we could be liable to fulfill any remaining lease obligation. The leases have an estimated remaining average term of 5.8 years as of October 31, 2025. The resulting maximum exposure includes $28.0 million of undiscounted future minimum base rent payments under these leases, and we may be obligated for variable lease payments, including common area maintenance, taxes, insurance and other charges, for the remainder of the lease terms. This amount represents the maximum known potential liability of rent payments under the leases, but outstanding rent payments can exist outside of our knowledge as a result of the landlord and tenant relationship being between two third parties. We do not believe it is probable that we will be required to satisfy these obligations.

~~The~~As ~~following~~of ~~table~~January ~~reconciles~~31, ~~shareholders’~~2026, ~~equity~~we ~~attributable~~have tonot ~~noncontrolling~~experienced ~~interest~~any changes related to ~~Avocados~~this decontingency, ~~Jalisco~~and ~~(in~~there ~~thousands):~~were no new developments affecting its likelihood or potential financial impact. We continue to assess this obligation, but do not believe it is probable that we will be required to fulfill any obligations under these leases.



	Three months ended July 31,
Avocados de Jalisco noncontrolling interest	2025		2024

Noncontrolling interest, beginning	$	1,554	$	1,439
Net income (loss) attributable to noncontrolling interest of Avocados de Jalisco		22		(30)
Noncontrolling interest, ending	$	1,576	$	1,409


	Nine months ended July 31,
Avocados de Jalisco noncontrolling interest	2025		2024

Noncontrolling interest, beginning	$	1,444	$	1,392
Net income attributable to noncontrolling interest of Avocados de Jalisco		132		17
Noncontrolling interest, ending	$	1,576	$	1,409

7.	Noncontrolling Interest

8.The ~~Earnings~~following ~~per~~table ~~share~~reconciles shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands):

Basic and diluted net income (loss) per share is calculated as follows (data in thousands, except per share data):


		Three months ended January 31,
Avocados de Jalisco noncontrolling interest		2026		2025

Noncontrolling interest, beginning		$	1,618	$	1,444
Net income attributable to noncontrolling interest of Avocados de Jalisco			72		20
Noncontrolling interest, ending		$	1,690	$	1,464


	Three months ended July 31,
	2025		2024
Numerator:
Net income from continuing operations	$	4,736	$	5,365
Less: Net (income) loss attributable to noncontrolling interest		(22)		30
Net income from continuing operations attributable to Calavo Growers, Inc.		4,714		5,395
Net loss from discontinued operations (Note 10)		—		(6,127)
Net income (loss) attributable to Calavo Growers, Inc.	$	4,714	$	(732)

Denominator:
Weighted average shares - Basic		17,853		17,801
Effect on dilutive securities – Restricted stock/units/options		46		41
Weighted average shares - Diluted		17,899		17,842

Net income from continuing operations
Basic	$	0.26	$	0.30
Diluted	$	0.26	$	0.30

Net loss from discontinued operations (Note 10)
Basic	$	—	$	(0.34)
Diluted	$	—	$	(0.34)

Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	0.26	$	(0.04)
Diluted	$	0.26	$	(0.04)

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	Nine months ended July 31,
	2025		2024
Numerator:
Net income from continuing operations	$	16,111	$	9,298
Less: Net income attributable to noncontrolling interest		(132)		(17)
Net income from continuing operations attributable to Calavo Growers, Inc.		15,979		9,281
Net loss from discontinued operations (Note 10)		—		(10,218)
Net income (loss) attributable to Calavo Growers, Inc.	$	15,979	$	(937)

Denominator:
Weighted average shares - Basic		17,842		17,800
Effect on dilutive securities – Restricted stock/units/options		51		48
Weighted average shares - Diluted		17,893		17,848

Net income from continuing operations
Basic	$	0.90	$	0.52
Diluted	$	0.89	$	0.52

Net loss from discontinued operations (Note 10)
Basic	$	—	$	(0.57)
Diluted	$	—	$	(0.57)

Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	0.90	$	(0.05)
Diluted	$	0.89	$	(0.05)

8.	Earnings Per Share

Basic and diluted net income per share is calculated as follows (in thousands, except per share amounts):


	Three months ended January 31,
	2026		2025
Numerator:
Net income attributable to Calavo Growers, Inc.	$	732	$	4,415
Denominator:
Weighted average shares - Basic		17,874		17,837
Effect on dilutive securities – Restricted stock/units/options		20		64
Weighted average shares - Diluted		17,894		17,901
Net income per share attributable to Calavo Growers, Inc:
Basic	$	0.04	$	0.25
Diluted	$	0.04	$	0.25

9. Mexican IVA ~~taxes~~Taxes ~~receivable~~Receivable

Included in other assets are ~~tax receivables due from the Mexican government for value-added taxes (“~~IVA”) paid in advance. CDM is charged IVA by vendors on certain expenditures in Mexico, which, insofar as they relate to the exportation of goods, translate into ~~VAT~~IVA amounts recoverable from the Mexican government.

As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, CDM ~~VAT~~IVA receivables, net of our estimated provision for uncollectable amounts, totaled $5360.98 million (approximately 1.0 billion Mexican pesos) and $4855.78 million (~~976~~approximately 1.0 ~~million~~billion Mexican pesos). Historically, CDM received ~~VAT~~IVA refund payments from the ~~Mexican~~SAT ~~tax authorities~~ on a timely basis. Beginning in fiscal 2014 and continuing into fiscal ~~2025~~2026, the ~~tax~~SAT ~~authorities~~ began objecting to refund requests and supporting documentation that had previously been deemed acceptable to process a refund. Additionally, they are also contesting the refunds requested attributable to VAT paid to certain suppliers that allegedly did not fulfill their own tax obligations. We believe these factors and others have contributed to delays in the processing of VAT claims by the Mexican tax authorities. Currently, we are in the process of collecting such balances primarily through regular administrative processes, but these amounts may ultimately need to be recovered through Administrative Appeals and/or other legal means.

During the first quarter of fiscal 2017, the tax authorities informed us that their internal opinion, based on the information provided by the local SAT office, considers that CDM was not properly documented relative to its declared tax structure and therefore CDM could not claim the refundable VAT balance. CDM has strong arguments and supporting documentation to sustain its declared tax structure for VAT and income tax purposes. CDM started an Administrative Appeal for the VAT related to the refund requests for the months of July, August and September of 2015 (the “2015 Appeal”) in order to assert its argument that CDM is properly documented and to therefore change the SAT’s

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~~internal~~supporting ~~assessment.~~documentation Inthat ~~August~~had ~~2018,~~previously webeen ~~received~~deemed aacceptable ~~favorable~~to ~~ruling~~process ~~from~~a refund. Additionally, the SAT’s ~~Legal~~is ~~Administration~~also incontesting ~~Michoacan on~~ the ~~2015~~refunds ~~Appeal~~requested ~~indicating~~attributable ~~that~~to ~~they~~IVA ~~believe~~paid ~~CDM’s~~to ~~legal~~certain ~~interpretation~~suppliers ofthat ~~its~~allegedly ~~declared~~did ~~tax~~not ~~structure~~fulfill istheir ~~indeed~~own ~~accurate~~tax obligations. ~~While~~We ~~favorable~~believe onthese ~~this~~factors ~~central~~and ~~matter~~others ofhave ~~CDM’s~~contributed ~~declared~~to ~~tax~~delays ~~structure,~~in the ~~ruling,~~processing ~~however,~~of ~~still~~IVA ~~does~~claims ~~not~~by ~~recognize~~ the ~~taxpayer’s~~SAT. Currently, ~~right~~we toare ain ~~full refund for~~ the ~~VAT~~process ~~related to the months~~ of ~~July,~~collecting ~~August~~such ~~and~~balances ~~September~~primarily ~~2015.~~through ~~Therefore,~~regular inadministrative ~~October 2018~~processes, ~~CDM~~but ~~filed~~these aamounts ~~substance-over-form~~may ~~Annulment~~ultimately ~~Suit~~need ~~in the Federal Tax Court~~ to ~~recover~~be ~~its~~recovered ~~full~~through ~~refund~~Administrative ~~for~~Appeals ~~VAT~~and/or ~~over~~other ~~the~~legal ~~subject period~~means.

InDuring ~~April~~the ~~2022~~first quarter of fiscal 2017, the ~~Chamber~~SAT ~~specializing~~informed inus ~~exclusive~~that ~~resolution~~their internal opinion, based on the information provided by the local Servicio de Administracion Tributaria office, is that CDM was not properly documented relative to its declared tax structure and therefore CDM cannot claim the refundable IVA balance. We believe that CDM has strong arguments and supporting documentation to sustain its declared tax structure for IVA and income tax purposes. CDM started an Administrative Appeal for the IVA related to the refund requests for the months of July, August and September of 2015 (the ~~substantial~~“2015 ~~matters~~Appeal”) ~~belonging~~in order to assert its argument that CDM is properly documented and to therefore change the ~~Federal~~SAT’s ~~Tax~~internal ~~Court~~assessment. In ~~issued~~August 2018, we received a favorable ruling from the SAT’s Legal Administration in Michoacan, Mexico on the 2015 Appeal indicating that they believe CDM’s legal interpretation of its declared tax structure is indeed accurate. While favorable on this central matter of CDM’s declared tax structure, the ruling, however, still does not recognize the taxpayer’s right to a full refund for the IVA related to the months of July, August and September 2015. ~~through~~Therefore, ~~which~~in itOctober ~~was~~2018, ~~declared~~CDM ~~that~~filed a substance-over-form Nullity Trial in the ~~following~~Federal ~~resolutions~~Tax ~~were~~Court ~~resolved:~~to recover its full refund for IVA over the subject period.

●In ItApril is2022, ~~recognized~~the ~~that~~Federal ~~CDM~~Tax ~~operates~~Court asin aMexico ~~maquila~~issued ~~under~~the ruling for the ~~authorization~~months of July, August and September 2015 through which it was declared that the ~~Ministry~~following ofresolutions ~~Finance.~~were resolved:

● It is recognized that all bank deposits corresponding to the purchase of avocados on behalf of Calavo are subject to the maquila program and it is not accruable income for purposes of Income Tax nor activities subject to VAT.

● It is recognized that VAT is recoverable, since CDM demonstrated the existence of operations carried under the maquila services.

● It is resolved that certain VAT amounts attributed to the purchase of certain packing materials are not recoverable as CDM was not the buyer on record and therefore did not pay for the materials, which approximated 6.9 million Mexican pesos (approximately $0.4 million USD).

We● ~~believe~~It ~~that~~is ~~our operations in Mexico are properly documented, and our internationally~~ recognized ~~tax advisors believe~~ that ~~there~~CDM ~~are~~operates ~~legal~~as ~~grounds~~a tomaquiladora ~~prevail~~under ~~in collecting~~ the ~~corresponding~~authorization ~~VAT amounts. With assistance from our internationally recognized tax advisory firm, as~~ of ~~July 31, 2025, CDM filed Administrative Appeals for months for which VAT refunds have been denied by~~ the ~~SAT,~~Ministry and will continue filing such appeals for any months for which refunds are denied in the future. Therefore, we believe it is probable that the Mexican tax authorities will ultimately authorize the refund of ~~the remaining VAT amounts~~Finance.

~~During~~● ~~the~~It ~~second~~is ~~quarter~~recognized ofthat ~~fiscal~~all ~~2025,~~bank ~~the~~deposits ~~SAT~~corresponding ~~refunded~~to ~~36.7~~the ~~million~~purchase ~~Mexican~~of ~~pesos~~avocados inon ~~VAT~~behalf ~~(approximately~~of ~~$1.9~~Calavo ~~million~~are ~~USD),~~subject ~~including inflationary adjustments, relating~~ to ~~claims~~the ~~for~~maquiladora ~~March,~~program ~~April,~~ and ~~November~~it ~~2019. These~~is ~~refunds~~not ~~were~~accruable ~~secured~~income ~~directly~~for ~~from~~purposes ~~the~~of income tax ~~authority~~nor ~~rather~~activities ~~than~~subject ~~through~~to ~~the court system~~IVA.

~~Recent~~● ~~legal~~It ~~development~~is recognized that IVA is recoverable, since CDM demonstrated the existence of operations carried under the maquiladora services.

In● ~~August~~It ~~2025,~~is ~~the~~resolved ~~Fifth~~that ~~Collegiate~~certain ~~Circuit~~IVA ~~Court~~amounts ~~issued~~attributed ato ~~ruling recognizing CDM as a maquila and directing~~ the ~~SAT~~purchase toof ~~refund~~certain ~~IVA~~packing ~~balances~~materials ~~for~~are ~~January~~not ~~through~~recoverable ~~June~~as ~~2013. We believe this decision provides important judicial confirmation of~~ CDM’s ~~maquila~~was ~~status,~~not ~~which~~the ~~strengthens~~buyer ~~our~~on ~~position~~record ~~to recover outstanding IVA receivables~~ and ~~also~~therefore ~~reinforces~~did ~~our~~not ~~defense~~pay infor the ~~2013~~materials, ~~Assessment~~which ~~described~~approximated ~~in Note~~ 6. In9 ~~August~~million ~~2025, the SAT appealed this decision to the~~ Mexican ~~Supreme~~pesos ~~Court~~(approximately $0. We4 ~~will~~million ~~continue to pursue collection of IVA refunds through administrative processes and, where necessary, legal remedies~~USD).

10During the second quarter of fiscal 2025, the SAT refunded 36.~~Assets~~7 ~~Held~~million Mexican pesos in IVA (approximately $1.9 million USD), including inflationary adjustments, relating to claims for ~~Sale~~March, April, and ~~Discontinued~~November ~~Operations~~2019. These refunds were secured directly from the SAT rather than through the court system.

In August ~~2024~~2025, wea ~~completed~~Federal ~~the~~Court ~~sale~~in ofMexico ~~our~~formally ~~Fresh~~recognized ~~Cut~~CDM ~~business~~as a maquiladora. In January and ~~related~~February ~~real~~2026, ~~estate~~a ~~for~~Federal ~~$83~~Court ~~million~~in Mexico City issued two similar resolutions. ~~The~~We ~~Fresh~~believe ~~Cut~~these ~~business~~rulings ~~represented~~further ~~substantially~~strengthen ~~all~~and ~~the~~confirm ~~Prepared~~our ~~segment,~~position ~~excluding~~regarding the ~~retained~~recoverability ~~guacamole~~of ~~business~~IVA receivables.

AsWe ~~previously~~believe ~~disclosed~~that our operations in Mexico are properly documented, and our tax advisors believe that there are legal grounds to prevail in collecting the ~~Fresh~~corresponding ~~Cut~~IVA ~~business~~amounts. With ~~was~~assistance ~~classified~~from our tax advisory firm, as ~~held~~of January 31, 2026, CDM had filed Administrative Appeals for ~~sale~~months ~~and~~for ~~discontinued~~which ~~operations~~IVA inrefunds have been denied by the ~~first~~SAT ~~quarter~~and ofwe ~~fiscal~~expect ~~2024.~~to Incontinue ~~connection~~filing ~~with~~such appeals for any months for which refunds are denied in the ~~sale~~future. Therefore, we ~~recorded~~believe ait ~~$9.3~~is ~~million~~probable ~~goodwill~~that ~~impairment~~the ~~charge~~SAT inwill ultimately authorize the ~~quarter~~refund ~~ended~~of ~~July~~the ~~31,~~remaining ~~2024~~IVA amounts, ~~based~~although on the ~~transaction’s~~timing ~~sale~~of ~~price~~such recoveries remains uncertain.

1710. Subsequent Events

We have evaluated subsequent events through March 12, 2026, the date these interim financial statements were issued.

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The following table summarizes the results of operations of the Fresh Cut business that are being reported as discontinued operations (in thousands):


	Three months ended		Nine months ended
	July 31,		July 31,
	2024		2024

Net sales	$	88,586	$	258,958
Cost of sales		81,224		246,955
Gross profit		7,362		12,003
Selling, general and administrative		4,193		12,896
Impairment of goodwill		9,280		9,280
Operating loss		(6,111)		(10,173)
Interest expense		(23)		(77)
Other income, net		7		32
Loss from discontinued operations before income taxes and gain on sale		(6,127)		(10,218)
Income tax benefit		—		—
Net loss from discontinued operations	$	(6,127)	$	(10,218)

~~Select~~On March 6, 2026, our Board declared a quarterly cash ~~flow~~dividend ~~information~~of ~~related~~$0.20 per share to ~~the~~be ~~Fresh~~paid ~~Cut~~on ~~business~~April ~~follows~~29, ~~(in~~2026, ~~thousands):~~to shareholders of record on April 1, 2026.


	Nine months ended
	July 31,
	2024

Net cash used in operating activities	$	(7,071)
Net cash used in investing activities	$	(355)

On March 9, 2026, Mission Produce filed a Registration Statement on Form S-4 with the SEC relating to the proposed merger between the Company and Mission Produce.

~~11.Sale~~We evaluated these matters as subsequent events and determined that no adjustment to our interim financial statements as of ~~Fresh~~and ~~Cut~~for ~~Business~~the three months ended January 31, 2026 was required.

Fresh Cut Business -- Asset Purchase Agreement and Purchase and Sale Agreement

On August 15, 2024, we completed the sale of our Fresh Cut business and related real estate for a total transaction value of $83 million. The sale included certain assets, leasehold interests, and specified liabilities related to the Fresh Cut business, while the guacamole business was retained.

The purchase price for the business assets was $52.0 million, subject to customary adjustments, and the real estate was sold separately for $31.0 million. See Note 6.

Amendment to Credit Agreement

On August 15, 2024, we entered into a First Amendment to Credit Agreement and Consent (as amended, the “Credit Agreement”) with Wells Fargo Bank, National Association, as agent and lender (“Agent”), whereby (i) the Credit Agreement was amended to reduce the revolving commitments thereunder from $90,000,000 to $75,000,000, among other minor adjustments to align the borrowing base with our current asset base excluding the Fresh Cut business (which was sold on August 15, 2024), and (ii) we obtained consent from Agent for entry into the Asset Purchase Agreement and Purchase and Sale Agreement with respect to the sale of the Fresh Cut business.

12. Subsequent Events

We have evaluated subsequent events through September 9, 2025, the date these interim financial statements were issued.

In August 2025, the Fifth Collegiate Circuit Court issued a ruling recognizing CDM as a maquila and directing the SAT to refund IVA balances for January through June 2013, as further described in Note 9.

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The Board of Directors declared a quarterly cash dividend of $0.20 per share to be paid on October 31, 2025, to shareholders of record on September 30, 2025.

We have determined that, other than the ruling of the Fifth Collegiate Circuit Court and the dividend declaration noted above, no other material subsequent events have occurred that would require disclosure or adjustment to these interim financial statements.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information should be read in conjunction with the ~~unaudited~~interim ~~condensed consolidated~~ financial statements and the notes thereto ~~(the “interim financial statements”)~~ included in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report on Form 10-K for the fiscal year ended October 31, ~~2024 of Calavo Growers~~2025, ~~Inc.~~as ~~(“we”, “Calavo”, or the “Company”)~~amended.

Recent Developments

~~Dividends~~Merger with Mission Produce

OnAs ~~July~~previously 28disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, weas ~~paid~~amended, aon ~~dividend~~January of14, ~~$0.20~~2026, ~~per~~the ~~share~~Company, orMission anProduce ~~aggregate~~and certain of $3Mission Produce’s subsidiaries entered into the Merger Agreement.6 There ~~million~~have been no material changes to ~~shareholders~~the terms of ~~record~~the asMerger ofAgreement ~~June~~during 30the three months ended January 31, ~~2025~~2026. ~~The~~On ~~Board~~March of9, ~~Directors~~2026, ~~declared~~Mission Produce filed a ~~quarterly~~Registration ~~cash~~Statement ~~dividend~~on ofForm ~~$0.20~~S-4 ~~per~~with ~~share~~the toSEC bethat ~~paid~~includes ona ~~October~~joint ~~31,~~proxy ~~2025,~~statement toof ~~shareholders~~the Company and Mission Produce and a prospectus of ~~record~~Mission onProduce ~~September~~relating ~~30,~~to ~~2025~~the proposed transaction.

Compliance Matters

~~On September 2, 2025, the U.S. Department of Justice officially notified us that it has closed its Foreign Corrupt Practices Act (“FCPA”) inquiry related to our operations in Mexico.~~Dividends

~~From~~On ~~time~~January to28, ~~time~~2026, we ~~are~~paid ~~involved~~a individend ~~litigation~~of ~~arising~~$0.20 inper ~~the~~share, ~~ordinary~~or ~~course~~an aggregate of ~~our~~$3.6 ~~business~~million ~~that~~to weshareholders doof ~~not~~record ~~believe~~on ~~will~~January ~~have~~13, 2026. On March 9, 2026, the Board declared a ~~material~~quarterly ~~impact~~cash dividend of $0.20 per share to be paid on ~~our~~April ~~financial~~29, ~~position~~2026, ~~results~~to shareholders of ~~operations,~~record oron ~~cash~~April ~~flows~~1, 2026.

Supply Chain Disruptions

In February 2026, the Mexican avocado industry temporarily paused certain operations following a security-related event in the state of Jalisco. In response to the situation, U.S. government officials directed U.S. Department of Agriculture personnel supporting the avocado export program to limit certain field activities and remain at authorized packinghouse locations while continuing to oversee fruit inspections and related program protocols. As a result of the broader industry pause, operations at our facility in Mexico were temporarily suspended for approximately one day. The disruption did not have a material impact on our operations or financial results to date.

~~Mexican~~Critical ~~Tax~~Accounting ~~Issues~~Estimates

~~During~~In ~~the~~preparing ~~second~~our ~~quarter of~~financial ~~fiscal~~statements ~~2025~~in accordance with GAAP, ~~the~~we ~~SAT~~are ~~refunded~~required ~~36.7~~to ~~million~~make ~~Mexican~~estimates ~~pesos~~and inassumptions ~~VAT~~that ~~(approximately~~affect ~~$1.9~~the ~~million~~amounts ~~USD)~~of assets, ~~including~~liabilities, ~~inflationary adjustments~~revenue, ~~relating~~and tocosts ~~refund~~and ~~claims~~expenses ~~for~~that ~~March,~~are ~~April,~~reported in the interim financial statements and ~~November~~accompanying ~~2019~~disclosures. ~~These~~ ~~refunds~~We ~~were~~evaluate ~~secured~~our ~~directly~~estimates ~~from~~and ~~the~~assumptions ~~tax~~on ~~authority~~an ~~rather~~ongoing ~~than~~basis. ~~through~~Our ~~the~~estimates ~~court~~are ~~system~~based on historical experience and ~~provide~~various ~~positive~~other ~~momentum~~assumptions asthat we ~~continue~~believe ~~working~~ to ~~recover~~be ~~additional~~reasonable ~~outstanding~~under ~~balances~~the circumstances. ~~Management~~ ~~views~~Our actual results may differ from these ~~outcomes~~estimates asand aassumptions. ~~sign~~To ofthe ~~progress~~extent inthat ~~our~~there ~~broader~~are ~~tax~~differences ~~strategy~~between our estimates and actual results, our future financial statement presentation, financial condition, results of ~~improved~~operations ~~engagement~~and ~~with~~cash ~~the~~flows ~~SAT.~~will be affected.

In August 2025, the Fifth Collegiate Circuit Court issued a ruling recognizing Calavo de México (“CDM”) as a maquila and directing the SAT to refund IVA balances for January through June 2013. Management believes this decision provides important judicial confirmation of CDM’s maquila status, strengthens our position to recover outstanding IVA receivables, and bolsters our defense in the 2013 Assessment described in Note 6 to the consolidated financial statements. In August 2025, the SAT appealed this decision to the Mexican Supreme Court. We will continue to pursue collection of IVA refunds through administrative processes and, where necessary, legal remedies.17

Market Trends and Uncertainties

We continue to be impacted by macroeconomic challenges, including inflationary pressures and shifts in trade policies, which have affected our operations in the past and may continue to do so in the future. These challenges drive cost fluctuations in key areas such as fruit procurement, labor, corrugated and plastic packaging, and overall operating expenses. To manage these pressures, we implement various strategies, including adjusting selling prices and optimizing

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~~global~~There ~~sourcing~~have ~~strategies. We~~been ~~anticipate~~no ~~that~~material ~~inflationary~~changes ~~and~~in ~~other~~our ~~cost~~critical ~~pressures~~accounting ~~will~~estimates ~~persist~~during the three months ended January 31, 2026, as compared to those disclosed in the ~~remainder~~“Management’s Discussion and Analysis of ~~fiscal~~Financial ~~2025~~Condition and ~~there~~Results isof noOperations—Critical ~~assurance~~Accounting ~~that~~Estimates” wein ~~will~~our beAnnual ~~able~~Report toon ~~fully~~Form ~~offset~~10-K ~~these~~for ~~cost~~our ~~increases~~fiscal year ended October 31, 2025, as amended.

In July 2025, the U.S. Food and Drug Administration (the “FDA”) placed our CDM facility on a detention hold after trace levels of Imazalil were detected in a single shipment of conventional avocados. All subsequent third-party tests were clean, and the hold was lifted in September 2025. While this was the first such event in our Mexican operations since they began in 1998, the detention hold caused incremental third-party inspection and testing costs, incremental logistics/handling costs, and inventory write-downs on fruit diverted or sold at distressed prices. Regulatory actions of this type, if repeated, could continue to disrupt our supply chain, increase costs, and adversely impact our operating results.

During our fourth quarter of 2025, we submitted an insurance claim seeking recovery of costs associated with the FDA detention hold described above. The claim remains under review, and while we are pursuing recovery and believe it is achievable, as of the date of this report we have not yet obtained sufficient information to conclude that recovery of recognized losses is probable under applicable accounting guidance. Accordingly, no insurance receivable has been recorded. We will recognize any recovery up to the amount of recognized losses when realization becomes probable, and will recognize any amounts in excess of recognized losses, if any, when realized.

In addition, ongoing uncertainty surrounding U.S. trade policy—particularly as it relates to Mexico—could adversely affect our business. On February 2, 2025, the United States announced tariffs of up to 25 percent on imports from several countries (including Mexico and Canada) and higher duties on selected Chinese goods; all of these measures were subsequently put on hold. A separate 25 percent tariff on Mexican imports was briefly in effect from March 4 to March 6, 2025, before being suspended. As of May 30, 2025, no further reciprocal tariffs are scheduled, but the situation remains fluid and additional trade actions could be announced without advance notice.

At present, it remains uncertain whether, and to what extent, any of the proposed tariffs or duties will apply to the fresh fruit and prepared products we import from Mexico. Given that a substantial portion of our produce originates there, new or increased trade barriers could raise our input costs. If we cannot pass along these extra costs to customers, renegotiate grower pricing, alter sourcing patterns, or implement other mitigation strategies, then our margins, operating results, and cash flows could be materially adversely affected.

Although tariffs on imports from Mexico introduce additional costs, we do not currently expect them to have a material impact on our long-term profitability. Given the evolving nature of trade policies and recent short-term financial impacts, we will continue to assess the situation, adjust our sourcing and pricing strategies as needed, and take proactive measures to mitigate potential challenges.

The U.S. Department of Commerce also terminated the U.S.–Mexico Tomato Suspension Agreement (“TSA”) on July 14, 2025. Such termination automatically imposes a 17 percent anti-dumping duty on Mexican tomatoes. Industry groups such as the Texas International Produce Association warned that ending the TSA could sharply raise tomato prices, disrupt national supply chains, and threaten roughly 46,900 U.S. jobs tied to $3.1 billion in annual Mexican tomato imports. Because we source and distribute significant volumes of tomatoes, any resulting supply shortages or cost increases could materially adversely affect our sales volumes and customer relationships.

For additional information, see the risk factor entitled “Tariffs on Imported Goods Could Materially Impact Our Business, Financial Condition, and Results of Operations” in Part II, Item 1A. Risk Factors, in our Quarterly Report on Form 10-Q filed on March 12, 2025.

Supply Chain Disruptions

During our first fiscal quarter of 2025, one of our Mexican packinghouses temporarily paused its operations due to the detection of a small number of avocado weevils in a pre-production area. After completing remedial measures, including those described below, the affected packinghouse was re-certified by the relevant authorities and resumed

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normal operations. During our second fiscal quarter of 2025, we implemented enhanced monitoring protocols in our pre-production areas, which have effectively prevented any further avocado weevil outbreaks. A severe outbreak of the avocado weevil in the future, however, could result in reduced avocado supply and higher procurement costs, impacting our ability to meet consumer demand and maintain product quality standards. Any sustained disruption caused by this pest could materially and adversely affect our business, financial condition, and results of operations.

Regulatory responses, such as quarantine measures or restrictions on avocado imports from affected regions, could further disrupt our supply chain, limit our sourcing options, and reduce the volume of avocados available for sale. The implementation of such measures, whether in response to pests or other phytosanitary or chemical compliance issues, may also continue to increase logistical complexities, delay shipments, and introduce additional compliance costs.

For additional information, see the risk factor entitled “The Spread of the Avocado Seed Weevil Could Disrupt Our Supply Chain and Adversely Impact Our Business” in Part II, Item 1A. Risk Factors, in our Quarterly Report on Form 10-Q filed on March 12, 2025.

Critical Accounting Estimates

In preparing our financial statements in accordance with GAAP, we are required to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, and costs and expenses that are reported in the financial statements and accompanying disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates and assumptions. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

There have been no material changes in our critical accounting estimates during the three and nine months ended July 31, 2025, as compared to those disclosed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” in our Annual Report on Form 10-K for our fiscal year ended October 31, 2024.

Results of Operations

Net ~~Sales~~sales

The following table summarizes our net sales by business segment for each of the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 (~~dollar amounts~~ in thousands):


	Three months ended ~~July~~January 31,								~~Nine months ended July 31,~~
	~~2025~~2026			Change		~~2024~~2025			~~2025~~			~~Change~~		~~2024~~
Net sales:
Fresh	$	~~155~~104,~~851~~687		(525)	%	$	~~163~~139,~~218~~795		$	~~470,307~~		6	%	$	~~442,999~~
Prepared		2217,~~971~~515		4020	%		1614,~~378~~590			~~53,446~~		10	%		~~48,586~~
Total net sales	$	~~178~~122,~~822~~202		(021)	%	$	~~179~~154,~~596~~385		$	~~523,753~~		7	%	$	~~491,585~~

As a percentage of sales:
Fresh		8786	%				91	%		90	%				90	%
Prepared		1314	%				9	%		10	%				10	%
		100.0	%				100.0	%		~~100.0~~	%				~~100.0~~	%

Summary

Net sales for the three months ended ~~July~~January 31, ~~2025~~2026, decreased by $032.82 million, or ~~less than 1~~21%, compared to the same period in fiscal ~~2024~~2025, ~~reaching~~to $~~178~~122.82 million. This ~~stability~~decrease was driven primarily by a 235% ~~increase~~decrease in price per avocado carton, partially offset by a 17% increase in avocado carton volume and a 20% year-over-year increase in Prepared segment sales, primarily due to increased sales volumes.

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carton, partially offset by a 5% decrease in avocado carton volume, while Prepared segment sales increased by 40% year-over-year due primarily to increased sales volumes. Net sales for the nine months ended July 31, 2025, compared to the corresponding period in fiscal 2024, increased by $32.2 million, or approximately 7%. This growth was driven by a 6% increase in Fresh segment sales, primarily due to higher avocado pricing, partially offset by a decline in carton volume, while Prepared segment sales increased by 10% year-over-year due primarily to increases in sales volumes, while average selling prices remained steady.

We remain focused on expanding grower partnerships and strengthening relationships with retail and foodservice customers to support long-term net sales growth across both segments. Our Fresh and Prepared businesses are subject to seasonal trends, which may impact the volume and quality of raw materials sourced in any given quarter.

Fresh products

~~Third~~First Quarter ~~2025~~2026 vs. ~~Third~~First Quarter ~~2024~~2025

Net sales for the Fresh segment decreased by approximately $735.41 million, or 525%, for the ~~third~~three ~~quarter~~months ofended ~~fiscal~~January ~~2025~~31, 2026 compared to the same period in fiscal ~~2024~~2025. The decrease was primarily driven by lower avocado sales.

● Avocado sales decreased by $428.39 million, or 323%, due to a 535% ~~decline~~decrease in ~~carton~~average ~~volume~~selling price per carton, which was partially offset by a 217% increase in ~~average selling price per~~ carton volume. ~~While~~Average ~~average~~ prices were ~~higher~~lower year over year, ~~sales~~primarily ~~were~~due ~~negatively impacted by a sharp sequential decline from the second quarter~~ to ~~the~~increased ~~third quarter as~~ industry supply ~~from Mexico~~, ~~California,~~including ~~and~~higher ~~Peru~~export ~~converged~~volumes atfrom ~~elevated~~Mexico, ~~levels.~~which ~~The~~placed ~~period-over-period~~downward ~~volume~~pressure ~~decline~~on ~~also~~market ~~reflects sourcing shifts by certain large retailers during the quarter~~prices.

● Tomato sales decreased by $36.81 million, or 4048%, primarily due to a 2722% decline in carton volume and a 1833% decrease in average selling price. The decline was primarily ~~driven~~attributable byto ~~the~~adverse ~~United~~weather ~~States’~~conditions ~~termination~~affecting ofsupply ~~the~~and ~~2019~~quality, ~~Tomato~~elevated ~~Suspension~~industry ~~Agreement~~supply ~~on July 14~~levels, ~~2025,~~and ~~which~~weaker ~~resulted~~market indemand during the ~~imposition~~period, ofwhich ancollectively ~~approximate~~contributed ~~17%~~to ~~anti-dumping~~lower ~~duty~~volumes onand ~~most fresh tomatoes imported from Mexico~~pricing.

~~Nine Months Ended July 31, 2025 vs. Nine Months Ended July 31, 2024~~18

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Net sales for the Fresh segment increased by approximately $27.3 million, or 6%, for the nine months ended July 31, 2025, compared to the corresponding period in fiscal 2024. The increase was primarily due to higher average avocado selling prices, partially offset by a decline in avocado and tomato sales.

● Sales of avocados increased $44.6 million, or 12%, for the nine-month period, driven primarily by a 22% increase in average selling price per carton, partially offset by a 9% decline in volume. The majority of the volume decline occurred during the second quarter, though sequentially lower prices in the third quarter also reduced sales growth compared to the first half of fiscal 2025.

● Sales of tomatoes decreased $18.3 million, or 37%, primarily due to a 34% decline in volume and a 6% decrease in average selling price per carton. The decline was concentrated in the second and third quarters, reflecting adverse weather and abundant domestic supply that reduced import demand in the third quarter of fiscal 2025.

Prepared products

~~Third~~First Quarter ~~2025~~2026 vs. ~~Third~~First Quarter ~~2024~~2025

Net sales for the Prepared segment increased by $62.69 million, or 4020%, for the three months ended ~~July~~January 31, ~~2025~~2026, compared to the same period in fiscal ~~2024~~2025. The increase was primarily driven by a 3521% increase in pounds sold of guacamole and related products, partially offset by a 31% ~~increase~~decrease in average selling price per pound. Growth reflected expanded sales to existing customers and meaningful new customer wins across retail and foodservice customers in both domestic and international markets. Net sales also ~~benefited~~included ~~from~~a an$0.8 ~~updated~~million ~~estimate~~favorable ofadjustment to sales allowances, ~~which~~based ~~increased~~on ~~revenue~~recent byclaims ~~approximately~~experience ~~$0.5~~and ~~million~~customer ~~based on recent~~ mix.

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claims experience and customer mix. Our avocado squeeze pouch product contributed modestly to the quarter, supported by its extended shelf life and portion control format.

~~Nine~~Gross ~~Months Ended July 31, 2025 vs. Nine Months Ended July 31, 2024~~profit

~~Net~~The ~~sales~~following ~~for~~table ~~the~~summarizes ~~Prepared~~our ~~segment~~gross ~~increased~~profit byand ~~$4.9~~gross ~~million,~~profit orpercentages ~~10%,~~by business segment for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, compared to the same period in fiscal 2024. The increase was primarily due to an 11% increase in pounds sold, partially offset by a 1% decrease in average selling price per pound. In the third quarter, strong volume growth and ~~customer~~2025 ~~program expansion more than offset earlier softness, with momentum driven by expanded sales to existing customers, new wins across retail and foodservice~~ (in both domestic and international markets, modestly higher pricing on certain products, lower fruit input costs, and improved operating efficiencies. Our avocado squeeze pouch product also contributed modestly to year-to-date growth. Based on recent trends, including the third-quarter ramp, we currently estimate Prepared segment sales of approximately $115 million in fiscal 2026, subject to demand, pricing, and execution.thousands):

Gross Profit


	Three months ended January 31,
	2026			Change		2025
Gross profit:
Fresh	$	10,313		(15)	%	$	12,137
Prepared		4,871		36	%		3,591
Total gross profit	$	15,184		(3)	%	$	15,728

Gross profit percentages:
Fresh		10	%				9	%
Prepared		28	%				25	%
Consolidated		12	%				10	%

The following table summarizes our gross profit and gross profit percentages by business segment for the three and nine months ended July 31, 2025, and 2024 (dollar amounts in thousands):


	Three months ended July 31,								Nine months ended July 31,
	2025			Change		2024			2025			Change		2024
Gross profit:
Fresh	$	12,427		(32)	%	$	18,175		$	38,617		(6)	%	$	40,958
Prepared		5,771		201	%		1,918			13,398		27	%		10,556
Total gross profit	$	18,198		(9)	%	$	20,093		$	52,015		1	%	$	51,514

Gross profit percentages:
Fresh		8	%				11	%		8	%				9	%
Prepared		25	%				12	%		25	%				22	%
Consolidated		10	%				11	%		10	%				10	%

Summary

Our cost of goods sold consists primarily of ingredient costs (including fruit and other food products), packing materials, freight and handling, labor, and overhead (including depreciation) associated with packing, distributing, and/or preparing food products, as well as other direct expenses related to products sold.

Gross profit decreased by approximately $10.95 million, or 93%, for the ~~third~~three ~~quarter~~months ofended ~~fiscal~~January ~~2025~~31, 2026, compared to the corresponding period in fiscal ~~2024~~2025. The ~~decline~~decrease ~~was~~ primarily ~~driven~~reflects bylower ~~approximately~~gross ~~$4.2~~profit ~~million~~in ~~of discrete costs associated with~~ the ~~FDA~~Fresh ~~detention~~segment ~~hold~~resulting onfrom ~~certain~~lower avocado ~~imports~~and ~~from~~tomato ~~Mexico~~pricing, ~~where~~partially ~~the~~offset ~~fungicide~~by ~~was~~higher ~~present~~gross onprofit ~~fruit~~in ~~purchased~~the ~~from~~Prepared asegment ~~grower~~driven ~~and~~by isincreased ~~never~~sales ~~applied in Calavo facilities~~volumes, aslower ~~well~~fruit asinput ~~lower~~costs, ~~volumes~~ and ~~pricing~~improved ~~pressure~~operating ~~in tomatoes due to abundant U~~efficiencies.~~S. supply that reduced import demand.~~

Gross profit increased by $0.5 million, or 1%, for the nine months ended July 31, 2025, compared to the same period in fiscal 2024. Prepared segment gross profit rose by $2.8 million, or 27%, driven by an 11% increase in pounds sold, continued operating leverage, and lower fruit input costs. This improvement offset a $2.3 million, or 6%, decline in Fresh segment gross profit, which reflected lower avocado and tomato volumes and included approximately $4.2 million of discrete costs associated with the FDA detention hold on certain avocado imports from Mexico in the third quarter.

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Fresh products

~~The~~Gross ~~decrease~~profit indecreased ~~Fresh~~by ~~products~~approximately ~~gross~~$1.8 ~~profit~~million, or 15% for the ~~third~~Fresh ~~quarter~~segment ofdeclined ~~fiscal~~in ~~2025~~the ~~was~~three months ended January 31, 2026, primarily ~~driven~~due byto lower ~~volumes~~pricing ~~for~~in ~~both~~ avocados and tomatoes, as well as reduced tomato volumes.

● Avocado gross profit decreased, ~~reflecting~~by ~~lower carton volumes and the impact of~~ approximately $4.2.0 million, ofor ~~discrete~~18%, ~~costs~~reflecting ~~associated~~a ~~with~~35% ~~the~~lower ~~FDA~~average ~~detention~~selling ~~hold~~price oncompared ~~certain~~to ~~avocado~~the ~~imports~~prior ~~from~~year ~~Mexico~~as inindustry ~~July~~supply ~~2025.~~increased ~~The~~during ~~detention~~the ~~hold resulted in third-party inspection and testing costs~~period, ~~incremental~~which ~~logistics/handling~~exerted ~~costs,~~downward ~~and~~pressure ~~inventory write-downs~~ on ~~fruit~~industry ~~diverted~~pricing orand ~~sold at distressed prices, which reduced~~ per-~~carton~~unit ~~profitability despite higher average selling prices year-over-year~~margins.

● Tomato gross profit decreased by approximately $0.3 million, or 29%, driven by a 2722% decline in carton volume and lower average selling prices. Market conditions induring the quarter reflected freeze related disruptions in U.S. ~~remained~~growing ~~oversupplied~~regions ~~during~~that ~~the~~impacted ~~quarter,~~production ~~which~~and ~~reduced~~freight ~~demand~~logistics, ~~for~~while ~~Mexican~~favorable ~~imports~~weather ~~and pressured pricing.~~in

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Mexico contributed to elevated industry supply. These factors, together with weaker demand, collectively pressured volumes and pricing.

The decrease in Fresh products gross profit for the nine months ended July 31, 2025, was primarily driven by lower avocado and tomato volumes along with regulatory costs such as third-party inspection and testing costs, incremental logistics/handling costs, and inventory write-downs on fruit diverted or sold at distressed prices related, to the FDA detention hold in the third quarter and a temporary tariff event in the second quarter.

● Avocado gross profit decreased by $1.5 million, reflecting lower carton volumes and reduced per-carton profitability. Profitability was negatively impacted by the three-day tariff event described in our Quarterly Report on Form 10-Q for our fiscal quarter ended April 30, 2025 and by the costs associated with the FDA detention hold on certain avocado imports from Mexico in the third quarter.

● Tomato gross profit decreased by $0.8 million, reflecting lower volume and modestly reduced average selling prices. The decline was concentrated in the second and third quarters: in the second quarter, adverse winter weather in key U.S. markets and strong domestic supply led to sales at or near contractual pricing floors and underutilization of fixed cost infrastructure; and in the third quarter, abundant domestic supply continued to limit import opportunities and weigh on pricing.

Prepared products

~~Gross~~Prepared segment gross profit ~~per~~increased ~~pound~~36% ~~for~~to ~~guacamole~~$4.9 ~~products~~million, ~~increased~~driven ~~during~~primarily ~~the~~by ~~third~~higher ~~quarter~~sales ofvolumes ~~fiscal~~and ~~2025~~improvement ~~compared~~in tounit ~~the~~profitability. Gross ~~same~~profit ~~period~~per ~~last~~pound ~~year,~~for ~~reflecting~~the ~~improved~~Prepared ~~operational~~segment ~~efficiency~~increased ~~and~~by ~~stronger~~approximately ~~cost~~12% ~~management. For~~in the ~~nine~~three months ended ~~July~~January 31, ~~2025,~~2026 ~~Prepared~~compared ~~segment~~to ~~gross~~the ~~profit~~corresponding ~~increased~~period ~~14.6%~~in tofiscal ~~$13.4 million~~2025, reflecting higher sales volumes, ~~lower~~and ~~fruit~~a ~~input~~favorable ~~costs~~adjustment ~~compared~~ to ~~the~~sales ~~prior~~allowances ~~year,~~of ~~and~~approximately ~~improved~~$0.8 ~~operating~~million ~~efficiencies~~based on recent claims experience and customer mix.

Selling, general and administrative

Selling, General and Administrative


	Three months ended January 31,
	2026			Change		2025

	(Dollars in thousands)
Selling, general and administrative	$	16,401		59	%	$	10,287
Percentage of net sales		13	%				7	%


	Three months ended July 31,								Nine months ended July 31,
	2025			Change		2024			2025			Change		2024
	(Dollars in thousands)								(Dollars in thousands)
Selling, general and administrative	$	9,232		(12)	%	$	10,510		$	29,822		(19)	%	$	36,993
Percentage of net sales		5	%				6	%		6	%				8	%

Selling, general, and administrative (“SG&A”) expenses totaled $16.4 million for the three months ended January 31, 2026. These expenses consist primarily of legal and consulting fees, marketing and advertising costs, sales expenses (including broker commissions), and other general and administrative costs.

~~Selling, general, and administrative (~~SG&A) expenses ~~totaled $9.2 million~~ for the three months ended ~~July~~January 31, 2026 increased by $6.1 million, or 59%, compared to the corresponding period in fiscal 2025. ~~These~~The ~~expenses~~increase ~~include~~was ~~marketing~~primarily driven by $4.9 million of M&A-related costs associated with the pending merger with Mission Produce and ~~advertising~~higher stock-based compensation of approximately $1.8 million. SG&A also included approximately $1.1 million of other non-recurring costs, ~~sales~~consisting ~~expenses~~primarily ~~(including~~of ~~broker~~$0.6 ~~commissions~~million related to a claim under California’s Private Attorneys General Act (“PAGA”) associated with our former Fresh Cut business, which was divested in the fourth fiscal quarter of 2024, and ~~other~~$0.5 ~~general~~million of onboarding and ~~administrative~~transition costs associated with recent senior leadership changes. These increases were partially offset by approximately $0.8 million of lower professional fees, including a reduction in insurance expense.

~~SG&A~~Foreign ~~expenses~~currency ~~for~~gain the three months ended July 31, 2025 decreased by $1.3 million, or 12%, compared to the three months ended July 31, 2024. The decrease was driven by a $2.0 million reduction in professional and consulting fees, including lower FCPA-related legal expenses, partially offset by a $0.3 million increase in bonus expense.(loss)

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SG&A expenses for the nine months ended July 31, 2025 decreased by $7.2 million, or 19%, compared to the prior year period. The decrease was driven by a $5.1 million reduction in professional and consulting fees, primarily related to lower legal costs (including reduced FCPA investigation-related legal expenses), a $1.7 million reduction in compensation expenses reflecting lower headcount and severance costs, and a $0.8 million decrease in stock-based compensation, mainly related to the Chief Executive Officer’s compensation structure.

~~Foreign~~Our foreign operations in Mexico are subject to exchange rate fluctuations and foreign currency ~~loss~~transaction costs. The functional currency of our foreign subsidiaries in Mexico is the United States dollar (“USD”). As a result, monetary assets and liabilities are remeasured into USD at exchange rates as of the balance sheet date and non-monetary assets, liabilities and equity are remeasured at historical rates. Sales and expenses are remeasured using a weighted-average exchange rate for the period.


	Three months ended July 31,						Nine months ended July 31,
	2025		Change		2024		2025		Change		2024
	(Dollars in thousands)						(Dollars in thousands)
Foreign currency loss	$	(2,483)	(41)	%	$	(4,203)	$	(2,488)	(11)	%	$	(2,799)

Due to the change in the Mexican peso to the USD exchange rates, foreign currency remeasurement gains, net of losses, for the three months ended January 31, 2026, were $2.6 million. Foreign currency remeasurement losses, net of gains for the three months ended January 31, 2025, were $1.0 million.

Our foreign operations in Mexico are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries in Mexico is the United States dollar (U.S. dollar). As a result, monetary assets and liabilities are remeasured into U.S. dollars at exchange rates as of the balance sheet date and non-monetary assets, liabilities and equity are remeasured at historical rates. Sales and expenses are remeasured using a weighted-average exchange rate for the period. 20

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Due to the change in the Mexican peso to the U.S. dollar exchange rates, foreign currency remeasurement losses, net of gains, for the three and nine months ended July 31, 2025, were $2.5 million. Net foreign currency remeasurement (losses), for the three and nine months ended July 31, 2024, were $(4.2) million and $(2.8) million.

Income (loss) from unconsolidated entities

Three months ended ~~July~~January 31,

~~Nine months ended July 31,~~

~~2025~~2026

Change

~~2024~~2025

~~2025~~

~~Change~~

~~2024~~

(Dollars in thousands)

~~(Dollars in thousands)~~

Income (loss) from unconsolidated entities

(~~402~~544)

(31163)

~~(579)~~862

~~178~~

~~(148)~~

~~(374)~~

Income (loss) from unconsolidated entities includes our participation in earnings or losses from our investments in ~~Agricola~~ Don Memo. For the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, we realized ~~losses~~a loss of $0.45 million and ~~$0.6~~a ~~million~~gain ~~from Agricola Don Memo. For the nine months ended July 31, 2025 and 2024 we realized income (loss)~~ of $0.29 million ~~and $(0.4) million~~ from ~~Agricola~~ Don Memo.

~~Income~~Provision ~~tax~~for ~~benefit~~income ~~(expense)~~taxes


	Three months ended ~~July~~January 31,								~~Nine months ended July 31,~~
	~~2025~~2026			Change		~~2024~~2025			~~2025~~			~~Change~~		~~2024~~

Income tax benefit (expense)	$	(1,807)		(225)	%	$	1,441		$	(5,598)		(1,271)	%	$	478
Provision for income taxes	$	473		(62)	%	$	1,255
Effective tax rate		26	%				~~(37)~~26	%		26	%				~~(5)~~	%

The effective tax rates for each of the three months ended ~~July~~January 31, ~~2025~~2026 and ~~July~~2025 ~~31, 2024~~ were 26% ~~and (37)%~~. ~~The~~Our effective tax rates for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~July~~January 31, ~~2024 were 26% and (5)%. The Company’s effective tax rate for the three and nine months ended July 31,~~ 2025 ~~differs~~differ from the U.S. federal statutory rate of 21% due to the U.S. state tax and foreign tax rate differential in Mexico. The Company’s effective tax rate for the three and nine months ended July 31, 2024 differs from the U.S. federal statutory rate of 21% due to valuation allowances on domestic deferred tax assets that were not more likely than not to be realized, and foreign exchange losses in Mexico.

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Liquidity and Capital Resources

Cash ~~provided~~used in operating activities was $198.27 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, compared to cash ~~provided~~used byin operating activities of $134.64 million for the corresponding period in fiscal ~~2024~~2025. ~~Cash~~The ~~provided~~cash used in operating activities ~~for~~during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 ~~reflects~~was primarily ~~our~~driven ~~net~~by ~~income of~~ $1613.15 million, ~~combined~~of ~~with non-~~cash ~~activities~~used ~~(depreciation~~by ~~and~~changes ~~amortization,~~in ~~non-cash~~ operating ~~lease~~assets ~~expense, stock-based compensation expense, income from unconsolidated entities,~~ and ~~loss on disposal of property~~liabilities, ~~plant and equipment) of $6.1 million which was~~ partially offset by a net ~~effect~~income of ~~changes~~$0.8 inmillion ~~operating assets~~ and ~~liabilities of~~ $34.0 million of non-cash adjustments.

Changes in operating assets and liabilities ~~included~~primarily areflected ~~decrease~~an increase in inventories of $34.82 million, aan ~~decrease~~increase in prepaid expenses and other current assets of $1.4 million, an increase in advances to suppliers of $2.2 million, aan ~~net~~increase ~~decrease~~ in accounts payable, accrued expenses and other liabilities of $174.0 million, and an increase in payable to growers of $134.53 million, ~~and~~partially aoffset ~~decrease~~by an increase in income ~~tax~~taxes payable of $1.0.1 million, ~~partially~~and ~~offset~~an byincrease ~~a decrease~~ in other assets of $45.70 million.

The ~~decrease~~increase in our inventory as of ~~July~~January 31, ~~2025~~2026, compared to October 31, ~~2024~~2025, was primarily ~~due~~driven toby ~~revaluations~~higher inventory volumes of ~~the~~Mexican ~~inventory~~avocados, onpartially ~~hand~~offset by lower average fruit costs during the period. The ~~decrease~~increase in our prepaid and other current assets is primarily due to antiming of prepayments. The increase in ~~amortization~~advances ofto ~~prepaid~~suppliers ~~expenses,~~is mainly due to pick and pack expenses paid to our consignment growers at the ~~timing~~ start of ~~rebate~~the ~~receipts~~tomato season. The ~~increase~~decrease in accounts payable, toaccrued ~~growers~~expenses isand ~~mostly~~other ~~due~~liabilities tois anprimarily ~~increase~~related into ~~farming~~the ~~activity~~timing of ~~tomatoes~~payments. The asdecrease ~~farming~~in ~~production~~payable ~~for~~to ~~the~~growers ~~spring/summer~~is ~~cycle~~mostly ~~(May-October)~~due isto ~~scaling~~lower uptomato volumes.

Cash used in investing activities was $10.18 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, compared to cash used byin investing activities of $20.53 million for the corresponding period in fiscal ~~2024~~2025. Cash used in investing activities relates principally to purchases of property, plant, and equipment.

Cash used in financing activities was $~~11.~~4.0 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, compared to cash used byin financing activities of $123.8 million for the corresponding period in fiscal ~~2024~~2025. Cash used in financing activities relates principally to payments of $103.76 million in dividends, payments on long-term obligations of $0.72 million and the payment of minimum withholding of taxes on the net settling of shares of ~~less than~~ $0.12 million.

Our principal sources of liquidity are our existing cash reserves, cash generated from operations, and amounts available for borrowing under our credit facility. Cash and cash equivalents as of July 31, 2025 and October 31, 2024, totaled $63.8 million and $57.0 million. Our working capital at July 31, 2025 was $89.9 million, compared to $85.4 million at October 31, 2024.21

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Our principal sources of liquidity are our existing cash reserves, cash generated from operations, and amounts available for borrowing under our Credit Facility (as defined below). Cash and cash equivalents as of January 31, 2026 and October 31, 2025, totaled $47.7 million and $61.2 million. Our working capital at January 31, 2026 was $83.6 million, compared to $89.0 million at October 31, 2025.

We believe that our cash balance, cash flows from operations, availability under our ~~credit~~Credit ~~facility~~Facility (as defined below), and other sources will be sufficient to satisfy our ~~future~~ capital expenditures, ~~and~~working ~~commitments~~capital needs, ~~grower~~and ~~recruitment~~other ~~efforts~~operating requirements for at least the next 12 months. Longer-term capital allocation decisions, ~~working~~including capital ~~and~~expenditures, ~~other~~may ~~financing~~be ~~requirements~~affected ~~for~~by the ~~foreseeable~~timing ~~future~~and completion of the pending merger with Mission Produce.

OnWe ~~June~~maintain ~~26, 2023, we entered into~~ a credit agreement ~~(the “Credit Agreement”)~~ with Wells Fargo Bank, ~~National Association, as agent and lender (“Agent” or “Wells Fargo”)~~N. ~~The~~A. ~~Credit~~providing ~~Agreement provided~~ for a revolving credit facility ~~(the “Revolving Loans”)~~ of up to $9075.0 million, ~~along~~which ~~with~~matures aon ~~capex~~June ~~credit~~26, ~~facility~~2028 of(as upamended, ~~to $10.0 million (~~the “~~Term~~Credit ~~Loan~~Facility”).

On August 15, 2024, we entered into a First Amendment to Credit Agreement and Consent with Wells Fargo whereby (i) the Credit Agreement was amended to reduce the revolving commitments thereunder from $90.0 million to $75.0 million, among other minor adjustments to align the borrowing base with our asset base excluding the Fresh Cut business (which was sold on August 15, 2024); and (ii) we obtained consent from Agent for entry into the Asset Purchase Agreement and Purchase and Sale Agreement with respect to the sale of the Fresh Cut business.

Borrowings ~~of the Revolving Loans~~ under the ~~Credit~~revolving ~~Agreement~~facility are asset -based and ~~are~~ subject to a borrowing base calculation ~~that~~based ~~includes~~on ~~a certain percentage of~~ eligible accounts receivable, ~~inventory~~ and ~~equipment~~inventory, less ~~any~~applicable reserves. In ~~implemented~~December ~~by Agent in its permitted discretion~~2025, ~~provided~~we ~~that~~removed the equipment~~-based~~ ~~portion~~component of ~~such~~the borrowing base ~~calculation~~given ~~reduces~~we ~~monthly~~were ~~according~~not toborrowing ~~scheduled~~on ~~amortization~~the Credit Facility and the administrative burden associated with the blanket lien over our vehicles. This reduced our availability under the facility by approximately $1.3 million.

26Borrowings bear interest at either a base rate or Standard Overnight Financing Rate plus an applicable margin. The applicable margin ranges from 0.50% to 1.50% for the Revolving Loans, depending on the rate selected.

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Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin, plus, at our option, either a base rate or a secured overnight financing rate (“SOFR”) term rate (which includes a spread adjustment of 0.10% and is subject to a floor of 0.00%). The applicable margin is (i) for Revolving Loans, 0.50% for base rate borrowings and 1.50% for SOFR term rate borrowings, and (ii) for Term Loan, 1.00% for base rate borrowings and 2.00% for SOFR term rate borrowings. The credit facility matures on June 26, 2028.

As of July 31, 2025, we were in compliance with the financial covenants in the Credit Agreement, as amended. As of July 31, 2025, approximately $50.5 million was available for borrowing, based on our borrowing base calculation discussed above.

~~The~~As ~~weighted-average~~of ~~interest~~January ~~rate~~31, ~~under~~2026, ~~the~~we ~~credit~~were ~~facility~~in ~~was~~compliance ~~8.0%~~with atthe ~~July~~financial ~~31,~~covenants ~~2025. Under~~in the ~~credit~~Credit ~~facility,~~Facility. As ~~there~~of ~~was~~January ~~less~~31, ~~than~~2026, approximately $032.1 million ~~outstanding~~was ~~related~~available tofor ~~the~~borrowing, ~~Revolving~~based ~~Loans~~on ~~and~~our ~~Term~~borrowing ~~Loan~~base ascalculation ofdiscussed ~~July 31, 2025~~above.

InThe ~~March~~weighted-average ~~2025,~~interest ~~our~~rate ~~Board~~under ofthe ~~Directors~~Credit ~~authorized~~Facility awas ~~stock~~7.3% ~~repurchase~~at ~~program~~January of31, ~~up to $25 million~~2026. ~~While~~ Under nothe ~~shares~~Credit ~~have~~Facility, ~~been~~there ~~repurchased~~were tono ~~date~~amounts ~~under~~outstanding ~~this~~related ~~program,~~to the ~~timing~~revolving ~~and~~loans ~~volume~~or ofterm ~~repurchases~~loan ~~will~~as ~~depend~~of onJanuary ~~market conditions~~31, ~~our capital allocation priorities, and other strategic considerations~~2026.

In March 2025, our Board authorized a stock repurchase program of up to $25 million. While no shares have been repurchased to date under this program, the timing and volume of repurchases will depend on market conditions, our capital allocation priorities, and other strategic considerations.

Contractual Commitments

There have been no other material changes to our contractual commitments from those previously disclosed in our Annual Report on Form 10-K for our fiscal year ended October 31, ~~2024.~~2025, as amended.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in Item 7A. Quantitative and Qualitative Disclosures About Market Risk of our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, as amended.

ITEM 4. CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer (who is our principal executive officer) and Chief Financial Officer (who is our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~July~~January 31, ~~2025~~2026. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports we file or ~~submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms.~~

There were no changes in our internal control over financial reporting during the quarter ended July 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.22

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submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please refer to Note 6 toof the ~~unaudited~~interim ~~condensed consolidated~~ financial statements included in this Quarterly Report on Form 10-Q for information.

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ITEM 1A. RISK FACTORS

For a discussion of our risk factors, see Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, as amended, and as supplemented by our Quarterly Report on Form 10-Q for the quarterly period ended January 31, ~~2025~~2026. There have been no material changes from the risk factors set forth in such Annual Report on Form 10-K and Quarterly Report on Form 10-Q. However, the risks and uncertainties that we face are not limited to those set forth in such Annual Report on Form 10-K and Quarterly Report on Form 10-Q. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock.

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ITEM 5. OTHER INFORMATION

(a) None

(b) None

During the quarter ended ~~July~~January 31, ~~2025~~2026, nonone ~~director~~of orour ~~officer~~directors ofor ~~the~~officers ~~Company~~ adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~Supplemental Cybersecurity Governance and Program Update~~ 23

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The Company’s Board of Directors (the “Board”) currently provides direct oversight of cybersecurity risk. The Board is supported by directors with relevant experience in technology governance, cybersecurity oversight, and risk management, including director-level cybersecurity education and certifications.

Our ongoing evaluation against the NIST Cybersecurity Framework 2.0, expected to be completed in our fourth quarter 2025, indicates that our residual risk profile remains within acceptable parameters.

We have launched a systematic program enhancement initiative focused on elevating cybersecurity program maturity through structured documentation, policy refinement, and capability advancement. This twelve-month strategic effort will adapt dynamically to emerging threat landscapes and resource allocation priorities.

ITEM 6. EXHIBITS


	2.1**	Agreement and Plan of Merger and Reorganization dated as of February 20, 2001 between Calavo Growers, Inc. and Calavo Growers of California. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 (File No. 333-59418 filed by the Registrant on April 24, 2001).

	10.1†	Offer Letter, dated November 11, 2025, between the Company and B. John Lindeman (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on November 13, 2025).

	10.2†	Agreement dated December 8, 2025 by and between Calavo Growers, Inc. and Lecil E. Cole (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 12, 2025).

	10.3†	Form of Executive Retention Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Registrant on March 2, 2026).


	31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1*	Certification by Chief Executive Officer and Chief Financial Officer of Periodic Report Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

	101.INS#	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

	101.SCH#	Inline XBRL Schema Document

	101.CAL#	Inline XBRL Calculation Linkbase Document

	101.DEF#	Inline XBRL Definition Linkbase Document

	101.LAB#	Inline XBRL Labels Linkbase Document

	101.PRE#	Inline XBRL Presentation Linkbase Document

	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	This certification is not deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

# The following financial information from the Quarterly Report on Form 10-Q of Calavo Growers, Inc. for the quarter ended ~~July~~January 31, ~~2025~~2026, formatted in Inline XBRL (Extensible Business Reporting Language) includes: (1) Consolidated Balance Sheets as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025; (2) Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025; (3) Consolidated Statements of Cash Flows for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025; (4) Consolidated Statements of Shareholders’ Equity for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025; (5) Notes to Consolidated Financial Statements; and (6) the information included in Part II, Item 5(c).

29† Identifies each management contract or compensatory plan or arrangement.

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**	The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Calavo Growers, Inc. agrees to furnish a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2026.

	Calavo Growers, Inc.
	(Registrant)


Date: September 9, 2025
Date: March 12, 2026
	By	/s/ ~~Lecil E~~B. ~~Cole~~John Lindeman
		~~Lecil E~~B. ~~Cole~~John Lindeman
		Chief Executive Officer(Principal Executive Officer)



Date: September 9, 2025
Date: March 12, 2026
	By	/s/ James Snyder
		James Snyder
		Chief Financial Officer (Principal Financial Officer)

Three months ended January 31,

Change

(Dollars in thousands)

Foreign currency gain (loss)