0001104659-26-003786 | 10-K | XBRL Viewer

Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands	2 Months Ended	3 Months Ended				12 Months Ended
	Dec. 31, 2025	Oct. 31, 2025	Jul. 31, 2025	Apr. 30, 2025	Jan. 31, 2025	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Dividends
Dividend declared (in dollars per share)							$ 0.1	$ 0.4875
Dividend amount paid to shareholders						$ 14,288	$ 8,921	$ 10,433
Q1 2025 Dividends
Dividends
Dividends date paid					Jan. 31, 2025
Dividend declared (in dollars per share)					$ 0.2
Dividend amount paid to shareholders					$ 3,600
Dividends record date					Jan. 10, 2025
Q2 2025 Dividends
Dividends
Dividends date paid				Apr. 29, 2025
Dividend declared (in dollars per share)				$ 0.2
Dividend amount paid to shareholders				$ 3,600
Dividends record date				Apr. 01, 2025
Q3 2025 Dividends
Dividends
Dividends date paid			Jul. 28, 2025
Dividend declared (in dollars per share)			$ 0.2
Dividend amount paid to shareholders			$ 3,600
Dividends record date			Jun. 30, 2025
Q4 2025 Dividends
Dividends
Dividends date paid		Oct. 29, 2025
Dividend declared (in dollars per share)		$ 0.2
Dividend amount paid to shareholders		$ 3,600
Dividends record date		Sep. 30, 2025
Q1 2026 Dividends \| Subsequent event
Dividends
Dividends date paid	Jan. 30, 2026
Dividend declared (in dollars per share)	$ 0.2
Dividends record date	Jan. 13, 2026
Dividends date declared	Dec. 31, 2025
Declared dividends payable	$ 3,600

Revolving Credit Facilities (Details) - USD ($)			12 Months Ended
Revolving Credit Facilities (Details) - USD ($)	Aug. 15, 2024	Jun. 26, 2023	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Debt
Debt amortization			$ 182,000	$ 286,000
Credit Facility
Debt
Applicable margin (as a percent)		0.10%
Remaining credit available			$ 36,000,000
Weighted average interest rate (as a percent)			8.00%	7.20%
Borrowings pursuant to line of credit, long-term			$ 0	$ 0
Restricted cash			$ 0	$ 0	$ 800,000
Restricted investments					$ 3,000,000
Credit Facility \| Minimum
Debt
Applicable margin (as a percent)		0.00%
Revolving Loan
Debt
Credit available under borrowing agreement	$ 75,000,000	$ 90,000,000
Fixed charge coverage ratio		10
Revolving Loan \| Base Rate
Debt
Applicable margin (as a percent)		0.50%
Revolving Loan \| SOFR
Debt
Applicable margin (as a percent)		1.50%
Term Loan-Capex Credit Facility
Debt
Credit available under borrowing agreement		$ 10,000,000
Term Loan-Capex Credit Facility \| Base Rate
Debt
Applicable margin (as a percent)		1.00%
Term Loan-Capex Credit Facility \| SOFR
Debt
Applicable margin (as a percent)		2.00%
Equipment Subline
Debt
Credit available under borrowing agreement	1,700,000	$ 6,800,000
Debt amortization	$ 24,335	$ 80,952

Segment Information

12 Months Ended

Oct. 31, 2025

Segment Information

Segment Information

10. Segment Information

Prior to the decision to divest our Fresh Cut Business (formerly referred to as the RFG business), the Company’s Prepared reporting segment included the Fresh Cut Business unit and our guacamole business. As a result of the divestiture, the Fresh Cut Business unit is no longer included in our Prepared business segment and is not included in the tables below. All segment information included herein reflects these changes. See Note 16 for further information.

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 serve international markets including Canada, Mexico, Europe, and Asia. Our key sourcing and production operations are located in the United States and Mexico.

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

●

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

●

Prepared — includes guacamole and avocado pulp 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 provides information by reportable segment, including net sales, cost of sales, and gross profit:



		Fresh			Prepared			Total

		(All amounts are presented in thousands)
Year ended October 31, 2025
Net sales		$	576,544		$	71,890		$	648,434
Cost of sales			530,235			54,536			584,771
Gross profit			46,309			17,354			63,663
Selling, general and administrative									42,089
Expenses related to Mexican tax matters									1,963
Operating Income									19,611
Foreign currency gain (loss)									1,803
Interest income									3,240
Interest expense									(827)
Other income, net									1,003
Income before income taxes and loss from unconsolidated entities								$	24,830

Year ended October 31, 2024
Net sales		$	597,624		$	63,920		$	661,544
Cost of sales			542,356			51,384			593,740
Gross profit			55,268			12,536			67,804
Selling, general and administrative									50,038
Expenses related to Mexican tax matters									1,043
Operating Income									16,723
Foreign currency gain (loss)									(5,840)
Interest income									1,020
Interest expense									(2,893)
Other income, net									641
Income before income taxes and loss from unconsolidated entities								$	9,651

Year ended October 31, 2023
Net sales		$	527,396		$	66,706		$	594,102
Cost of sales			476,862			54,628			531,490
Gross profit			50,534			12,078			62,612
Selling, general and administrative									47,276
Expenses related to Mexican tax matters									3,128
Operating Income									12,208
Foreign currency gain (loss)									1,378
Interest income									605
Interest expense									(2,371)
Other income, net									260
Income before income taxes and loss from unconsolidated entities								$	12,080

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


		Year Ended
Segments		October 31, 2025			October 31, 2024			October 31, 2023
Fresh
Avocados		$	530,707	82%	$	534,413	81%	$	466,385		$	79%
Tomatoes			35,492	5%		54,660	8%		54,669			9%
Papayas and other			12,566	2%		11,581	2%		10,532			2%
Less: sales allowances			(2,221)	0%		(3,030)	0%		(4,190)			(1)%
Total Fresh sales			576,544			597,624			527,396
Prepared			77,130	12%		71,468	11%		73,864			12%
Less: sales allowances			(5,240)	(1)%		(7,548)	(1)%		(7,158)			(1)%
Total Prepared sales			71,890			63,920			66,706
Total net sales		$	648,434	100%	$	661,544	100%	$	594,102			100%

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


		Year Ended
		October 31, 2025			October 31, 2024			October 31, 2023

United States		$	593,768	92%	$	622,858	94%	$	557,876		94%
Canada			36,210	6%		21,238	3%		20,318		3%
Europe			1,589	0%		1,237	0%		3,104		1%
Asia			16,222	3%		15,075	2%		12,582		2%
Other			645	0%		1,136	0%		222		0%
Total net sales		$	648,434	100%	$	661,544	100%	$	594,102		100%

We conduct a substantial portion of our sourcing and production activities in Mexico, which exposes us to risks inherent in operating internationally, including regulatory and trade compliance, currency volatility, infrastructure challenges, and evolving government policies. These risks may affect our ability to operate efficiently or predictably in the region.

Our largest customer accounted for 10% of our net sales in 2025, 10% of net sales in 2024 and 10% in 2023. These sales are reported in both Fresh and Prepared segments.

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


		Year Ended
		October 31, 2025		October 31, 2024
United States		$	21,714	$	24,531
Mexico			27,721		29,669
Total		$	49,435		54,200

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Property, Plant, and Equipment

12 Months Ended

Oct. 31, 2025

Property, Plant, and Equipment

Property, Plant, and Equipment

4. Property, Plant, and Equipment

Property, plant, and equipment consist of the following (in thousands):


	October 31,
	2025		2024

Land	$	8,194	$	8,201
Buildings and improvements		30,096		30,404
Leasehold improvements		3,490		3,490
Equipment		79,075		79,735
Information systems - hardware and software		9,890		10,582
Construction in progress		1,073		133
		131,818		132,545
Less accumulated depreciation and amortization		(82,383)		(78,345)
	$	49,435	$	54,200

Depreciation expense was $5.9 million, $6.6 million and $6.7 million for fiscal years 2025, 2024, and 2023. Included in property, plant, and equipment are finance leases, see Note 15 for additional information regarding finance leases. Amortization of finance leases was $1.0 million, $1.0 million and $0.8 million for fiscal years 2025, 2024, and 2023.

Leases

12 Months Ended

Oct. 31, 2025

Leases

Leases

15. Leases

We lease property and equipment under finance and operating leases. For leases with terms greater than 12 months, we record the related asset and obligation at the present value of lease payments over the term. Many of our leases include rental escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when appropriate.

We also lease certain property, plant and equipment, including office facilities, under operating leases. The lease term consists of the noncancellable period of the lease and the periods covered by options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company's lease agreements do not contain any residual value guarantees.

Lease Position

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2025 and 2024 (in thousands):


		October 31,		October 31,
		2025		2024

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	16,333	$	18,316
Finance lease assets	Property, plant and equipment, net		4,307		4,609
		$	20,640	$	22,925
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	3,568	$	3,296
Finance	Current portion of long-term obligations and finance leases		885		874
Long-term obligations
Operating	Long-term operating leases, less current portion		14,962		17,476
Finance	Long-term obligations and finance leases, less current portion		4,051		4,274
		$	23,466	$	25,920


Weighted-average remaining lease term:	Fiscal 2025		Fiscal 2024
Operating leases	5.5 years		6.5 years
Finance leases	6.2 years		7.0 years

Weighted-average discount rate:
Operating leases	2.79	%	2.49	%
Finance leases	5.34	%	4.89	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended October 31, 2025 and 2024 (in thousands):


		Year ended		Year ended
		October 31, 2025		October 31, 2024
Amortization of financing lease assets (recorded in cost of sales)		$	1,017	$	994
Operating lease cost			3,756		4,202
Short-term lease cost			599		952
Sublease income			17		—
Variable lease cost			98		62
Interest on financing lease liabilities			248		255
Total lease cost		$	5,735	$	6,465

Other Information

The following table presents supplemental cash flow information related to the leases for the years ended October 31, 2025 and 2024 (in thousands):


		Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities		October 31, 2025		October 31, 2024
Operating cash flows for operating leases		$	3,488	$	3,878
Financing cash flows for finance leases			927		882
Operating cash flows for finance leases			247		255

The total right-of-use assets obtained in exchange for new operating leases for the years ended October 31, 2025 and 2024 were $1.3 million and $3.7 million.

Undiscounted Cash Flows

The following table reconciles the undiscounted cash flows for each of the first five years and total remaining years to the finance lease liabilities and operating lease liabilities recorded on the balance sheet as of October 31, 2025 (in thousands):


		Operating			Finance
Year		Leases			Leases
2026		$	4,002		$	1,121
2027			3,962			1,027
2028			3,617			932
2029			3,147			705
2030			2,137			663
Thereafter			2,869			1,286
Total lease payments			19,734			5,734
Less: imputed interest			1,204			798
Total lease liability		$	18,530		$	4,936

Commitments and Contingencies (Details) $ in Thousands, $ in Millions			1 Months Ended	12 Months Ended
	Aug. 15, 2024 USD ($)	Aug. 18, 2021	Jul. 31, 2018 MXN ($)	Oct. 31, 2025 USD ($)	Oct. 31, 2024 USD ($)	Oct. 31, 2025 MXN ($)	Jul. 31, 2021 USD ($)	Jun. 25, 2021 USD ($)
Commitments and Contingencies
Operating lease cost				$ 3,756	$ 4,202
Variable lease cost				98	62
Tax dispute liability accrued				11,000	$ 11,000
Assigned leases
Commitments and Contingencies
Term of contract	5 years 9 months 18 days
Operating lease cost	$ 28,000
Mexican Tax Authority \| Tax Assessment 2013
Commitments and Contingencies
Settlement related fees				2,000
Fixed assets net book value under lien								$ 26,000
Amount disputed			$ 2,600	141,200
Bank accounts under lien								$ 1,000
Percentage of tax on fruit purchase deposits		16.00%
Tax dispute liability accrued							$ 11,000
Estimate of loss				187,000		$ 3,500
Mexican Tax Authority \| Tax Assessment 2013 \| Employee Profit Sharing
Commitments and Contingencies
Estimate of loss				$ 6,400		$ 118

Property, Plant, and Equipment (Tables)

12 Months Ended

Oct. 31, 2025

Property, Plant, and Equipment

Summary of Property, Plant, and Equipment

Property, plant, and equipment consist of the following (in thousands):


	October 31,
	2025		2024

Land	$	8,194	$	8,201
Buildings and improvements		30,096		30,404
Leasehold improvements		3,490		3,490
Equipment		79,075		79,735
Information systems - hardware and software		9,890		10,582
Construction in progress		1,073		133
		131,818		132,545
Less accumulated depreciation and amortization		(82,383)		(78,345)
	$	49,435	$	54,200

Segment Information (Tables)

12 Months Ended

Oct. 31, 2025

Segment Information

Schedule of reportable segment, including net sales, cost of sales, and gross profit



		Fresh			Prepared			Total

		(All amounts are presented in thousands)
Year ended October 31, 2025
Net sales		$	576,544		$	71,890		$	648,434
Cost of sales			530,235			54,536			584,771
Gross profit			46,309			17,354			63,663
Selling, general and administrative									42,089
Expenses related to Mexican tax matters									1,963
Operating Income									19,611
Foreign currency gain (loss)									1,803
Interest income									3,240
Interest expense									(827)
Other income, net									1,003
Income before income taxes and loss from unconsolidated entities								$	24,830

Year ended October 31, 2024
Net sales		$	597,624		$	63,920		$	661,544
Cost of sales			542,356			51,384			593,740
Gross profit			55,268			12,536			67,804
Selling, general and administrative									50,038
Expenses related to Mexican tax matters									1,043
Operating Income									16,723
Foreign currency gain (loss)									(5,840)
Interest income									1,020
Interest expense									(2,893)
Other income, net									641
Income before income taxes and loss from unconsolidated entities								$	9,651

Year ended October 31, 2023
Net sales		$	527,396		$	66,706		$	594,102
Cost of sales			476,862			54,628			531,490
Gross profit			50,534			12,078			62,612
Selling, general and administrative									47,276
Expenses related to Mexican tax matters									3,128
Operating Income									12,208
Foreign currency gain (loss)									1,378
Interest income									605
Interest expense									(2,371)
Other income, net									260
Income before income taxes and loss from unconsolidated entities								$	12,080

Schedule of sales by product and segment

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


		Year Ended
Segments		October 31, 2025			October 31, 2024			October 31, 2023
Fresh
Avocados		$	530,707	82%	$	534,413	81%	$	466,385		$	79%
Tomatoes			35,492	5%		54,660	8%		54,669			9%
Papayas and other			12,566	2%		11,581	2%		10,532			2%
Less: sales allowances			(2,221)	0%		(3,030)	0%		(4,190)			(1)%
Total Fresh sales			576,544			597,624			527,396
Prepared			77,130	12%		71,468	11%		73,864			12%
Less: sales allowances			(5,240)	(1)%		(7,548)	(1)%		(7,158)			(1)%
Total Prepared sales			71,890			63,920			66,706
Total net sales		$	648,434	100%	$	661,544	100%	$	594,102			100%

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

Schedule of net sales by geographic region

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


		Year Ended
		October 31, 2025			October 31, 2024			October 31, 2023

United States		$	593,768	92%	$	622,858	94%	$	557,876		94%
Canada			36,210	6%		21,238	3%		20,318		3%
Europe			1,589	0%		1,237	0%		3,104		1%
Asia			16,222	3%		15,075	2%		12,582		2%
Other			645	0%		1,136	0%		222		0%
Total net sales		$	648,434	100%	$	661,544	100%	$	594,102		100%

Schedule of long-lived assets by geographic region

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


		Year Ended
		October 31, 2025		October 31, 2024
United States		$	21,714	$	24,531
Mexico			27,721		29,669
Total		$	49,435		54,200

Description of the business

12 Months Ended

Oct. 31, 2025

Description of the business

Description of the business

1. Description of the business

Business

Calavo Growers, Inc. (referred to in this report as “Calavo”, the “Company”, “we”, “us” or “our”), is a global leader in the sourcing, packing and distribution of fresh avocados, tomatoes and papayas, and the 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 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. Our products are distributed both domestically and internationally. We report our operations in two different business segments: Fresh and Prepared.

In the first quarter of fiscal 2025, we renamed our “Grown” reportable segment to “Fresh” to better reflect our activities; the change did not affect the segment’s composition, financial results, or internal performance metrics. We report results under two segments: Fresh and Prepared. The Fresh segment consists of fresh avocados, tomatoes and papayas. The Prepared segment consists of guacamole sold at retail and foodservice as well as avocado pulp sold to foodservice. See Note 10 to our consolidated financial statements for further information about our business segments.

During the year ended October 31, 2024, management concluded that the Fresh Cut Business met the requirements to be classified as held for sale and discontinued operations. As a result, the financial results of that business are reported as discontinued operations in the accompanying statements of operations, and its assets and liabilities are reflected as amounts held for sale in the accompanying balance sheets. The Company's reporting segments have also been changed for the effects of the divestiture, as described in Note 10. For more information, see Note 16.

We completed the sale of our Fresh Cut Business and related real estate on August 15, 2024 for $83.0 million, subject to various closing adjustments. The Fresh Cut Business represents substantially all of the business of the Prepared segment other than the guacamole business, which has been retained following the sale. For more information, see Note 17.

Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Effective tax rate reconciliation (as a percent)
Federal statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal effects	3.60%	5.80%	4.20%
Foreign tax rate differential	2.40%	(1.30%)	5.40%
Stock based compensation		(0.60%)	4.80%
Provision to return	0.10%	5.20%	2.20%
US tax on foreign income, net	2.00%		2.90%
State rate change		0.20%	(0.10%)
Valuation allowance	(5.70%)	(18.90%)
Limits on executive compensation			3.90%
Other permanent differences	(3.40%)	12.30%	3.50%
Other	(1.00%)	1.60%	7.20%
Effective income tax rate	19.00%	25.30%	55.00%

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
CONSOLIDATED BALANCE SHEETS
Allowances of accounts receivable	$ 3,336	$ 3,624
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	17,855	17,802
Common stock, shares outstanding	17,855	17,802

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 648,434	$ 661,544	$ 594,102
Cost of sales	584,771	593,740	531,490
Gross profit	63,663	67,804	62,612
Selling, general and administrative	42,089	50,038	47,276
Expenses related to Mexican tax matters	1,963	1,043	3,128
Operating income	19,611	16,723	12,208
Foreign currency gain (loss)	1,803	(5,840)	1,378
Interest income	3,240	1,020	605
Interest expense	(827)	(2,893)	(2,371)
Other income, net	1,003	641	260
Income before income taxes and net income from unconsolidated entities	24,830	9,651	12,080
Income tax expense	(4,646)	(2,325)	(6,148)
Net loss from unconsolidated entities	(214)	(478)	(879)
Net income from continuing operations	19,970	6,848	5,053
Net loss from discontinued operations (Note 16)		(7,872)	(13,020)
Net income (loss)	19,970	(1,024)	(7,967)
Less: Net income attributable to noncontrolling interest	(174)	(52)	(377)
Net income (loss) attributable to Calavo Growers, Inc.	$ 19,796	$ (1,076)	$ (8,344)
Earnings Per Share, Basic
Basic, Continuing operations (in dollars per shares)	$ 1.11	$ 0.38	$ 0.26
Basic, Discontinued operations (in dollars per shares)		(0.44)	(0.73)
Net income (loss) - Basic (in dollars per shares)	1.11	(0.06)	(0.47)
Earnings Per Share, Diluted
Diluted, Continuing operations (in dollars per shares)	1.11	0.38	0.26
Diluted, Discontinued operations (in dollars per shares)		(0.44)	(0.73)
Net income (loss) - Diluted (in dollars per shares)	$ 1.11	$ (0.06)	$ (0.47)
Number of shares used in per share computation:
Basic (in shares)	17,845	17,801	17,750
Diluted (in shares)	17,897	17,863	17,854

Basis of Presentation and Significant Accounting Policies

12 Months Ended

Oct. 31, 2025

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

2. Basis of Presentation and Significant Accounting Policies

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S.

Our consolidated financial statements include the accounts of i) Calavo Growers, Inc., ii) our wholly owned subsidiaries, Calavo de Mexico S.A. de C.V. (“CDM”), Calavo Growers de México, S. de R.L. de C.V. (“Calavo Growers de México”), Parcelas Esmeraldas de Mexico S.A. de C.V. (“PEM”), Maui Fresh International, Inc. (“Maui”), Hawaiian Sweet, Inc. (“HS”), CW Hawaii Pride, LLC (“HP”), and RFG 2D, LLC (formerly known as Renaissance Food Group, LLC or RFG, including its wholly-owned subsidiaries) and iii) Avocados de Jalisco, S.A.P.I. de C.V. (“Avocados de Jalisco”), in which we have an 83% ownership interest. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Among the significant estimates affecting the financial statements are those related to valuation allowances for accounts, goodwill, grower advances, inventories, long-lived assets, stock-based compensation, promotional allowances and income taxes. On an ongoing basis, management reviews its estimates based upon currently available information. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

We consider all highly liquid financial instruments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amounts of cash and cash equivalents approximate their fair values.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist primarily of non-trade receivables, infrastructure advances and prepaid expenses. Non-trade receivables were $2.7 million and $4.2 million at October 31, 2025 and 2024. Included in non-trade receivables are $2.3 million and $2.0 million related to the current portion of non-CDM Mexican IVA (i.e. value-added) taxes at October 31, 2025 and 2024 (See Note 14). Infrastructure advances are discussed below. Prepaid expenses totaling $2.6 million and $3.5 million at October 31, 2025 and 2024, are primarily for insurance, rent and other items.

Accounts Receivable

Trade accounts receivable are reported at amounts due from customers, net of an allowance for estimated credit losses and customer deductions accounted for as variable consideration. The Company performs credit evaluations of customers and evaluates the need for allowances for potential credit losses based on historical experience, as well as current and expected general economic conditions.

The total allowance for estimated uncollectable accounts receivable balances and customer deductions were $3.3 million and $3.6 million as of October 31, 2025 and 2024.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is computed on a monthly weighted-average basis, which approximates the first-in, first-out method; market is based upon estimated replacement costs. Costs included in inventory primarily include the following: fruit, picking and hauling, overhead, labor, materials and freight.

Property, Plant, and Equipment

Property, plant, and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Leasehold improvements are stated at cost and amortized over the lesser of their estimated useful lives or the term of the lease, using the straight-line method. Estimated useful lives are as follows:

●

Buildings and improvements - 7 to 50 years;

●

Leasehold improvements - the lesser of the term of the lease or 7 years;

●

Equipment - 7 to 25 years; and

●

Information systems hardware and software – 3 to 10 years.

Significant repairs and maintenance that increase the value or extend the useful life of our fixed assets are capitalized. Ongoing maintenance and repairs are charged to expense.

Goodwill

Goodwill is tested for impairment on an annual basis and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Goodwill is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. Additionally, when a business within a reporting unit is disposed of, goodwill is allocated to the disposed business using the relative fair value method. Relative fair value is estimated using a combination of a discounted cash flow analysis and market valuation approach. We perform a goodwill impairment test on an annual basis, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. When evaluating goodwill for impairment, we

may first perform a qualitative assessment (“step zero” of the impairment test) to determine whether it is more likely than not that a reporting unit is impaired. If we decide not to perform a qualitative assessment, or if we determine that it is more likely than not the carrying amount of a reporting unit exceeds its fair value, then we perform a quantitative assessment (“step one” of the impairment test), and calculate the estimated fair value of the reporting unit. To the extent the carrying amount of the reporting unit’s allocated goodwill exceeds the unit’s fair value, we recognize an impairment of goodwill for the excess up to the amount of goodwill of that reporting unit.

As a result of the Fresh Cut Business being classified as held for sale and discontinued operations in fiscal year 2024, goodwill related to our Prepared segment was allocated between our Fresh Cut and guacamole businesses based on the relative fair value of the disposal group and the portion of the reporting unit to be retained as of the date of the assets held for sale determination. The relative fair value was determined based on a discounted cash flow analysis, which included estimates to assumptions such as the weighted-average cost of capital, revenue growth rates, and profitability assumptions. Prior to the goodwill reallocation, an impairment assessment was performed which indicated no impairment to the Company’s reporting units. During our fiscal third quarter of 2024, given the sale of our Fresh Cut Business was pending, we evaluated whether it was more likely than not that the carrying value of the Fresh Cut Business exceeded its fair value. We performed an impairment analysis in which the fair value was estimated based on the arm’s length sale price. Accordingly, the Company recorded a goodwill impairment charge of $9.3 million during the quarter ended July 31, 2024 as a result of the ongoing negotiations and finalization of the sale price (See Note 16).

In fiscal 2025 and 2024, we performed a qualitative assessment for our Fresh reporting unit by evaluating macroeconomic conditions, industry and market conditions, cost factors, overall financial performance compared with prior projections, and other relevant entity-specific events. In fiscal 2025, we also performed a qualitative assessment for our Prepared reporting unit. In fiscal 2024, we performed a quantitative impairment test for our Prepared reporting unit using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analyses, we utilized a market approach based on observable market data for publicly traded comparable companies. Other than the goodwill impairment charge of $9.3 million, discussed above, the Company concluded that no additional goodwill impairment charges were identified for the fiscal years ended October 31, 2025, 2024, and 2023. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units which include forecasted cash flow. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses.

Long-lived Assets

Long-lived assets, including fixed assets and intangible assets (other than goodwill), are continually monitored and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. The determination of recoverability is based on an estimate of undiscounted cash flows expected to result from the use of an asset and its eventual disposition. The estimate of undiscounted cash flows is based upon, among other things, certain assumptions about future operating performance, growth rates and other factors. Estimates of undiscounted cash flows may differ from actual cash flows due to, among other things, technological changes, economic conditions, changes to the business model or changes in operating performance. If the sum of the undiscounted cash flows (excluding interest) is less than the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. For the balance sheet dates presented, the Company performed an annual assessment of long-lived assets and determined that no impairment existed as of each of October 31, 205 and 2024.

Investments

We account for non-marketable investments using the equity method of accounting if the investment gives us the ability to exercise significant influence over, but not control, an investee. Significant influence generally exists when we have an ownership interest representing between 20% and 50% of the voting stock of the investee. Under the equity method of accounting, investments are stated at initial cost and are adjusted for subsequent additional investments and our proportionate share of earnings or losses and distributions.

In December 2014, Calavo formed a wholly-owned subsidiary Calavo Growers de México, S. de R.L. de C.V. (“Calavo Growers de México”). In July 2015, Calavo Growers de México entered into a Shareholder Agreement with Grupo Belo del Pacifico, S.A. de C.V., (“Belo”) a Mexican company owned by Agricola Belher, to form Agricola Don Memo, S.A. de C.V. (“Don Memo”). Don Memo, a Mexican corporation formed in July 2013, is engaged in the business of owning and improving land in Jalisco, Mexico for the growing and sale of tomatoes and other produce. Belo and Calavo Growers de México each have an equal one-half ownership interest in Don Memo. Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. This investment contribution represents Calavo Growers de México’s 50% ownership in Don Memo, which is included in investment in unconsolidated entities on our balance sheet. We use the equity method to account for this investment. As of October 31, 2025 and 2024, we had an investment of $2.2 million and $2.4 million in Don Memo.

Advances to Suppliers

We advance funds to third-party growers primarily in Mexico for various farming needs. Typically, we obtain collateral (i.e. fruit, fixed assets, etc.) that approximates the value at risk, prior to making such advances. We continuously evaluate the ability of these growers to repay advances in order to evaluate the possible need to record an allowance. No such allowance was required at October 31, 2025 and 2024.

Pursuant to our distribution agreement with Agricola Belher (“Belher”) of Mexico, a producer of fresh vegetables, primarily tomatoes, for export to the U.S. market, Belher agreed, at their sole cost and expense, to harvest, pack, export, ship, and deliver tomatoes exclusively to our Company, primarily to the facility we use in Arizona. In exchange, we agreed to sell and distribute such tomatoes, make advances to Belher for operating purposes, provide additional advances as shipments are made during the season (subject to limitations, as defined), and return the proceeds from such tomato sales to Belher, net of our commission and aforementioned advances. These advances will be collected through settlements, typically by the end of each year. As of October 31, 2025 and 2024, we had total advances, net of tomato liabilities, of $5.2 million and $5.1 million to Belher pursuant to this agreement, which are recorded in advances to suppliers.

Similar to Belher, we make advances to Don Memo for operating purposes, provide additional advances as shipments are made during the season, and return the proceeds from such tomato sales to Don Memo, net of our commission and aforementioned advances. As of October 31, 2025 and 2024, we had total advances, net of tomato liabilities of $7.9 million and $7.7 million to Don Memo, which is recorded in advances to suppliers, net of tomato liabilities from the sales of tomatoes. During fiscal 2025, we recorded an allowance for credit losses of approximately $0.5 million related to these advances.

We also have a distribution agreement with a tomato grower, Exportadora Silvalber (“Silvalber”), similar to our agreements with Belher and Don Memo. As of October 31, 2024 the company had advances to Silvalber of $1.8 million associated with a tomato program from fiscal years 2021 through 2023. During the year ended October 31, 2025 the Company determined that the advance of $1.8 million advance was not recoverable and recorded a charge to selling, general and administrative expense during the year ended October 31, 2025.

Infrastructure Advances

Pursuant to our infrastructure agreements, we make advances to be used solely for the acquisition, construction, and installation of improvements to and on certain land owned/controlled by Belher and Don Memo, as well as packing line equipment.

In October 2020, we entered into an infrastructure loan agreement with Don Memo for $2.4 million secured by Don Memo’s property and equipment. This infrastructure loan accrues interest at 7.25%. In October 2020, we advanced $0.7 million related to this loan agreement. We advanced an additional $0.7 million and $0.6 million in the first, and second quarters of fiscal 2021. As of each of October 31, 2025 and 2024, we had a total balance outstanding of $1.6 million (included in prepaids and other current assets), the balance is expected to be paid over the course of fiscal year 2026.

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%. In the first quarter of fiscal 2024, this loan was amended to be due with installments of $0.6 million on July 31, 2024, $0.6 million on July 31, 2025 and $0.5 million on July 31, 2026. As part of this amended loan agreement, we can withhold payments on both the infrastructure advances and the bridge loan through the netting the amount due against the grower payable due to Belher. For each of the years ended October 31, 2025 and 2024, we withheld $0.6 million from payments to Belher to offset the bridge loan repayments. As of October 31, 2025, the remaining bridge loan was recorded as $0.5 million in prepaid expenses and other current assets. As of October 31, 2024, the remaining bridge loan was recorded as $1.1 million, consisting of $0.6 million in prepaid expenses and other current assets and $0.5 million in other assets.

Accrued Expenses

Included in accrued expenses are liabilities related to the receipt of goods and/or services for which an invoice has not yet been received, as well as employee-related expenses. Liabilities related to the receipt of goods and/or services for which an invoice has not yet been received totaled approximately $5.5 million and $12.0 million for the years ended October 31, 2025 and 2024. Employee-related expenses included in accrued expenses totaled approximately $6.6 million in fiscal year 2025 and $6.5 million in fiscal year 2024, primarily related to wages payable, accrued vacation, retirement plan contributions payable, employee benefit payables, discretionary bonus accruals, accrued profit-sharing, and other minor amounts.

Leases

Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company makes a determination if an arrangement constitutes a lease at inception, and categorizes the lease as either an operating or finance lease.

Right-of-use assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. For finance leases, we recognize interest expense and amortization of the right-of-use asset, and for operating leases, we recognize lease expense on a straight-line basis over the lease term. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.

When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. We estimated our incremental borrowing rate based upon a synthetic credit rating and yield curve analysis. As a result, the incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

We have elected the short-term lease recognition exemption for all leases that qualify (under one year term), meaning we will recognize expense on a straight-line basis and will not include the recognition of a right-of-use asset or lease liability. We will account for lease and non-lease components as a single-lease component for all leases.

Revenue Recognition

The Company recognizes revenue when obligations under the terms of a contract with its customer are satisfied; generally, this occurs with the transfer of control of its products. Revenue is measured as the amount of net consideration expected to be received in exchange for transferring products. Revenue from product sales is governed primarily by customer pricing and related purchase orders (“contracts”) which specify shipping terms and certain aspects of the transaction price including variable considerations such as rebates, discounts and other sales incentives. Contracts are at standalone pricing. The performance obligation in these contracts is determined by each of the individual purchase orders and the stated quantities, with revenue being recognized at a point in time when obligations under the terms of the agreement are satisfied. This generally occurs with the transfer of control of our products to the customer and the product is delivered. The Company's customers have an implicit and explicit right to return non-conforming products. A provision for payment discounts and product return allowances, which is estimated, is recorded as a reduction of sales in the same period that the revenue is recognized.

Sales Incentives and Other Promotional Programs

The Company routinely offers sales incentives and discounts through various regional and national programs to our customers and consumers. These programs include product discounts or allowances, product rebates, product returns, one-time or ongoing trade-promotion programs with customers and consumer coupon programs that require the Company to estimate the expected costs of such programs. The costs associated with these activities are accounted for as reductions to the transaction price of the Company’s products and are, therefore, recorded as reductions to gross sales at the time of sale. The Company bases its estimates of incentive costs on historical trend experience with similar programs, actual incentive terms per customer contractual obligations and expected levels of performance of trade promotions, utilizing customer and sales organization inputs. The Company maintains liabilities at the end of each period for the estimated incentive costs incurred but unpaid for these programs. Differences between estimated and actual incentive costs are generally not material and are recognized in earnings in the period such differences are determined. Reserves for product returns, accrued rebates and promotional accruals are included in the consolidated balance sheets as part of accounts receivable.

Promotional Allowances

Our estimates for promotional allowances are recorded at the time of sale and are generally based on evaluating the historical relationship between promotional allowances and gross sales. The derived percentage is then applied to the current period’s sales revenues in order to arrive at the appropriate debit to sales allowances for the period. The offsetting credit is made to an allowance on accounts receivable. When certain amounts of specific customer accounts are subsequently identified as promotional, they are written off against this allowance. Actual amounts may differ from these estimates and such differences are recognized as an adjustment to net sales in the period they are identified.

Principal vs. Agent Considerations

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. We evaluate whether the performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. This evaluation determined that the Company is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on the Company’s evaluation of the control model, it determined that all of the Company’s major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.

Customers

We sell to retail grocery, foodservice, club stores, mass merchandisers, food distributors and wholesale customers. Our top ten customers accounted for approximately 51%, 50% and 60% of our consolidated net sales in fiscal years 2025, 2024 and 2023. Sales to our largest customer represented approximately 14%, 12%, and 12% of net sales in each of fiscal years 2025, 2024, and 2023. In fiscal year 2023, a second customer accounted for approximately 10% of net sales. No other single customer accounted for more than 10% of our net sales in any of the last three fiscal years.

Shipping and Handling

We include shipping and handling fees billed to customers in net sales. Amounts incurred by us for freight are included in cost of goods sold.

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2025, 2024 and 2023 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


		2025			2024			2023

Sales		$	55,176		$	71,921		$	56,811
Cost of Sales			49,765			64,242			51,937
Gross Profit		$	5,411		$	7,679		$	4,874

Advertising Expense

Advertising costs are expensed when incurred and are generally included as a component of selling, general and administrative expense. Such costs were approximately $0.3 million, $0.3 million and $0.4 million for fiscal years 2025, 2024, and 2023.

Research and Development

Research and development costs are expensed as incurred and are generally included as a component of selling, general and administrative expense. Total research and development costs for each of the fiscal years 2025, 2024 and 2023 were less than $0.1 million.

Restructuring Costs

Restructuring costs are expensed as incurred and are generally included as a component of selling, general and administrative expense. For the year ended October 31, 2022, we initiated an enterprise-wide strategic business review conducted for the purpose of restructuring to improve the profitability of the organization and efficiency of our operations. As a result of this initiative, the Company recognized restructuring costs of $1.0 million and $5.5 million for the years ended October 31, 2024 and 2023, primarily related to management recruiting and severance. The Company did not incur restructuring costs during the fiscal year ended October 31, 2025.

Other Income

Included in other income is the recovery of IVA refunds totaling $0.7 million, $0.3 million, and $0.6 million for fiscal years 2025, 2024 and 2023.

Income Taxes

We account for deferred tax liabilities and assets for the future consequences of events that have been recognized in our consolidated financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of our assets and liabilities result in a deferred tax asset, we perform an evaluation of the probability of being able to realize the future benefits indicated by such asset. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits

recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

As a multinational corporation, we are subject to taxation in many jurisdictions, and the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in various taxing jurisdictions. If we ultimately determine that the payment of these liabilities will be unnecessary, the liability will be reversed, and we will recognize a tax benefit during the period in which it is determined the liability no longer applies. Conversely, we record additional tax charges in a period in which it is determined that a recorded tax liability is less than the ultimate assessment is expected to be.

The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations and court rulings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from management’s estimates, which could result in the need to record additional tax liabilities or potentially reverse previously recorded tax liabilities.

Basic and Diluted Net Income (Loss) per Share

Basic earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of stock options and contingent consideration. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period after consideration of the dilutive effect of stock options and the effect of contingent consideration shares.

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


	Year ended October 31,
	2025		2024		2023
Numerator:
Net income from continuing operations	$	19,970	$	6,848	$	5,053
Less: Net income attributable to noncontrolling interest		(174)		(52)		(377)
Net income from continuing operations attributable to Calavo Growers, Inc.		19,796		6,796		4,676
Net loss from discontinued operations (Note 16)		—		(7,872)		(13,020)
Net income (loss) attributable to Calavo Growers, Inc.	$	19,796	$	(1,076)	$	(8,344)

Denominator:
Weighted average shares - Basic		17,845		17,801		17,750
Effect on dilutive securities – Restricted stock/units/options		52		62		104
Weighted average shares - Diluted		17,897		17,863		17,854

Net income from continuing operations
Basic	$	1.11	$	0.38	$	0.26
Diluted	$	1.11	$	0.38	$	0.26

Net loss from discontinued operations (Note 16)
Basic	$	—	$	(0.44)	$	(0.73)
Diluted	$	—	$	(0.44)	$	(0.73)

Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	1.11	$	(0.06)	$	(0.47)
Diluted	$	1.11	$	(0.06)	$	(0.47)

For the fiscal year ended October 31, 2025, diluted weighted-average shares outstanding include 52,000 incremental common stock equivalents related to restricted stock units, performance-based restricted stock units, and stock options, as calculated under the treasury-stock method. For the fiscal years ended October 31, 2024 and 2023, 62,000 shares and

104,000 shares of common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

Stock-Based Compensation

We account for awards of equity instruments issued to employees under the fair value method of accounting and recognize such amounts in our statements of operations. We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. Forfeitures are accounted for in the period they occur.

For the years ended October 31, 2025, 2024 and 2023, we recognized compensation expense of $1.2 million, $2.2 million, and $5.2 million related to stock-based compensation (See Note 12). For our restricted stock awards, the value of the stock-based compensation was determined from quoted market prices at the date of the grant. For our stock option awards, we measure the fair value of our stock options awards using the Black-Scholes-Merton and lattice-based option valuation models.

Foreign Currency Translation and Remeasurement

Our foreign operations are subject to exchange rate fluctuations and foreign currency transaction costs. The functional currency of our foreign subsidiaries is the United States (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 translated at historical rates. Sales and expenses are measured using a weighted-average exchange rate for the period. Total foreign currency remeasurement gains for fiscal 2025 and 2023, net of losses, were $1.8 million and $1.4 million. Total foreign currency remeasurements losses for fiscal 2024, net of gains, was $5.8 million.

Fair Value of Financial Instruments

We believe that the carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and short-term borrowings approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets. Due to current market rates, we believe that our fixed-rate long-term obligations and finance leases have nearly the same fair value and carrying value of approximately $4.9 million and $5.1 million as of October 31, 2025 and 2024.

Derivative Financial Instruments

We were not a party to any material derivative instruments during the fiscal year. It is currently our intent not to use derivative instruments for speculative or trading purposes. Additionally, we do not use any hedging or forward contracts to offset market volatility.

Recently Issued Accounting Standards

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Topic 350-40): Targeted Improvements”. This ASU provides updated guidance clarifying the capitalization of costs related to internal-use software, including enhanced guidance on cloud computing arrangements. ASU 2025-06 is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact of this standard on its accounting for internal-use software development costs.

In August 2025, the FASB issued ASU 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Trade Receivables and Contract Assets”. This ASU provides a practical expedient and accounting policy election to allow entities to measure expected credit losses on certain trade receivables and contract assets using a provision matrix approach. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim

periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its credit loss 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 be effective for annual periods beginning after December 15, 2026, with either retrospective or prospective application. The ASU allows for early adoption of these requirements. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”. This ASU amends 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 categories 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. The Company is currently evaluating the potential effect that this ASU will have on its financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07 "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands annual and interim reportable segment disclosures, including enhanced disclosures regarding significant segment expenses. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this guidance in the current fiscal year, and the adoption did not have a material impact on its consolidated financial statements; however, it resulted in expanded segment disclosure requirements.

Noncontrolling Interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


		Year ended October 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			174		52
Noncontrolling interest, ending		$	1,618	$	1,444

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 19,796	$ (1,076)	$ (8,344)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Basis of Presentation and Significant Accounting Policies - Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Significant Accounting Policies
Advertising costs	$ 0.3	$ 0.3	$ 0.4
Employee costs		1.0	5.5
Dividend income	0.7	0.3	0.6
Maximum
Significant Accounting Policies
Research and development costs	$ 0.1	$ 0.1	$ 0.1

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Current:
Federal	$ 3,256	$ 1,987	$ 2,144
State	860	105	281
Foreign	1,001	1,564	1,143
Total current	5,117	3,656	3,568
Deferred:
Federal	(57)	290	(349)
State	1,067	718	273
Foreign	(94)	(604)	2,656
Total deferred	916	404	2,580
Change in valuation allowance	(1,387)	(1,735)
Total provision for income taxes	$ 4,646	$ 2,325	$ 6,148

Leases (Tables)

12 Months Ended

Oct. 31, 2025

Leases

Schedule of lease-related assets and liabilities and cost

The following table presents the lease-related assets and liabilities recorded on the balance sheet as of October 31, 2025 and 2024 (in thousands):


		October 31,		October 31,
		2025		2024

Assets
Non-current assets:
Operating lease assets	Operating lease right-of-use assets	$	16,333	$	18,316
Finance lease assets	Property, plant and equipment, net		4,307		4,609
		$	20,640	$	22,925
Liabilities
Current liabilities:
Operating	Current portion of operating leases	$	3,568	$	3,296
Finance	Current portion of long-term obligations and finance leases		885		874
Long-term obligations
Operating	Long-term operating leases, less current portion		14,962		17,476
Finance	Long-term obligations and finance leases, less current portion		4,051		4,274
		$	23,466	$	25,920


Weighted-average remaining lease term:	Fiscal 2025		Fiscal 2024
Operating leases	5.5 years		6.5 years
Finance leases	6.2 years		7.0 years

Weighted-average discount rate:
Operating leases	2.79	%	2.49	%
Finance leases	5.34	%	4.89	%

Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases for the years ended October 31, 2025 and 2024 (in thousands):


		Year ended		Year ended
		October 31, 2025		October 31, 2024
Amortization of financing lease assets (recorded in cost of sales)		$	1,017	$	994
Operating lease cost			3,756		4,202
Short-term lease cost			599		952
Sublease income			17		—
Variable lease cost			98		62
Interest on financing lease liabilities			248		255
Total lease cost		$	5,735	$	6,465

Other Information

The following table presents supplemental cash flow information related to the leases for the years ended October 31, 2025 and 2024 (in thousands):


		Year ended		Year ended
Cash paid for amounts included in the measurement of lease liabilities		October 31, 2025		October 31, 2024
Operating cash flows for operating leases		$	3,488	$	3,878
Financing cash flows for finance leases			927		882
Operating cash flows for finance leases			247		255

Schedule of undiscounted cash flows of operating lease


		Operating			Finance
Year		Leases			Leases
2026		$	4,002		$	1,121
2027			3,962			1,027
2028			3,617			932
2029			3,147			705
2030			2,137			663
Thereafter			2,869			1,286
Total lease payments			19,734			5,734
Less: imputed interest			1,204			798
Total lease liability		$	18,530		$	4,936

Schedule of undiscounted cash flows of finance lease


		Operating			Finance
Year		Leases			Leases
2026		$	4,002		$	1,121
2027			3,962			1,027
2028			3,617			932
2029			3,147			705
2030			2,137			663
Thereafter			2,869			1,286
Total lease payments			19,734			5,734
Less: imputed interest			1,204			798
Total lease liability		$	18,530		$	4,936

Basis of Presentation and Significant Accounting Policies - EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Basis of Presentation and Significant Accounting Policies
Net income from continuing operations	$ 19,970	$ 6,848	$ 5,053
Less: Net income attributable to noncontrolling interest	(174)	(52)	(377)
Net income from continuing operations attributable to Calavo Growers, Inc.	19,796	6,796	4,676
Net loss from discontinued operations (Note 16)		(7,872)	(13,020)
Net income (loss) attributable to Calavo Growers, Inc.	$ 19,796	$ (1,076)	$ (8,344)
Weighted average shares - Basic (in shares)	17,845,000	17,801,000	17,750,000
Effect on dilutive securities - Restricted stock/units/options (in shares)	52,000	62,000	104,000
Weighted average shares - Diluted (in shares)	17,897,000	17,863,000	17,854,000
Net income from continuing operations
Basic, Continuing operations (in dollars per shares)	$ 1.11	$ 0.38	$ 0.26
Diluted, Continuing operations (in dollars per shares)	1.11	0.38	0.26
Net loss from discontinued operations (Note 16)
Basic, Discontinued operations (in dollars per shares)		(0.44)	(0.73)
Diluted, Discontinued operations (in dollars per shares)		(0.44)	(0.73)
Net income (loss) per share attributable to Calavo Growers, Inc:
Net income (loss) attributable to Calavo Growers, Inc (in dollar per share)	1.11	(0.06)	(0.47)
Net income (loss) attributable to Calavo Growers, Inc (in dollar per share)	$ 1.11	$ (0.06)	$ (0.47)
Antidilutive shares excluded from EPS (in shares)	52,000	62,000	104,000

Stock-Based Compensation - General (Details) - 2020 Management Incentive Plan	1 Months Ended
	Apr. 30, 2021 shares
Share-based Compensation
Award expiration period	5 years
Common stock shares authorized (in shares)	1,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

12 Months Ended

Oct. 31, 2025

Subsequent Events

Subsequent Events

18.Subsequent Events

On November 12, 2025, we announced that Lee E. Cole would retire as our President and Chief Executive Officer effective December 8, 2025. Mr. Cole retired as an employee and officer on that date.

We also announced on November 12, 2025 that our Board appointed B. John Lindeman as President and Chief Executive Officer, effective December 8, 2025. In connection with his appointment, we entered into an offer letter with Mr. Lindeman dated November 11, 2025. The offer letter provides for an annual base salary of $800,000, an annual bonus opportunity, equity awards under our 2020 Equity Incentive Plan, and participation in our benefit plans. Certain equity awards vested immediately upon commencement of employment, with additional stock options vesting over a three-year period subject to continued employment. The offer letter also includes severance and change in control benefits, indemnification under our standard indemnification agreement, and a relocation allowance subject to specified conditions.

On December 8, 2025, in connection with Mr. Cole’s retirement, we entered into a letter agreement with Mr. Cole that amended a previously granted stock option award. Under the agreement, a portion of the option award vested upon retirement, the exercise period for the vested options was extended, and the award provides for treatment upon a change in control in accordance with our equity incentive plan. The agreement also provides us with a right of first offer for avocados grown by Mr. Cole or his affiliates for a defined period following his retirement.

Agreement and Plan of Merger with Mission Produce, Inc.

On January 14, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among, the Company, Mission Produce, Inc., a Delaware corporation (“Mission”), Cantaloupe Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Mission (“Merger Sub I”), and Cantaloupe Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Mission (“Merger Sub II”) pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, among other things, Merger Sub I will merge with and into the Company, with the Company surviving the merger as the surviving corporation (the “First Merger”) and immediately following the First Merger, the Company will merge with and into Merger Sub II, with Merger Sub II surviving the merger as the surviving corporation (the “Second Merger” and together with the First Merger, the “Mergers”). Subject to the terms and conditions of the Merger Agreement, at the date and time the First Merger becomes effective (the “First Effective Time”), each share of our common stock issued and outstanding immediately prior to the First Effective Time will be converted into and thereafter represent the right to receive $27.00 per share in consideration, consisting of (i) 0.9790 shares of common stock of Mission (“the “Mission Shares”), subject to the right to receive cash in lieu of fractional Mission Shares, if any, into which such shares of our common stock have been converted and (ii) $14.85 in cash without interest.

We evaluated these matters as subsequent events and determined that no adjustment to our consolidated financial statements as of and for the year ended October 31, 2025 was required.

Income Taxes - Reconciliation of Gross Unrecognized Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024
Reconciliation of gross unrecognized taxes
Beginning balance	$ 11,131	$ 11,131
Gross increase - Tax positions in prior periods	0	0
Ending balance	$ 11,131	$ 11,131

Mexican IVA Taxes Receivable

12 Months Ended

Oct. 31, 2025

Mexican IVA Taxes Receivable

Mexican IVA Taxes Receivable

14. Mexican IVA Taxes 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 IVA amounts recoverable from the Mexican government.

As of October 31, 2025, and October 31, 2024, CDM IVA receivables, net of our estimated provision for uncollectable amounts, totaled $55.8 million (1.0 billion Mexican pesos) and $48.7 million (976.0 million Mexican pesos). Historically, CDM received IVA refund payments from the Mexican tax authorities on a timely basis. Beginning in fiscal 2014 and continuing into fiscal 2025, the tax 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 IVA 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 IVA 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 cannot claim the refundable IVA balance. 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 “2015 Appeal”) in order to assert its argument that CDM is properly documented and to therefore change the SAT’s internal assessment. In August 2018, we received a favorable ruling from the SAT’s Legal Administration in Michoacan 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. Therefore, in October 2018, CDM filed a substance-over-form Nullity Trial in the Federal Tax Court to recover its full refund for IVA over the subject period.

In April 2022, the Federal Tax Court issued the ruling for the months of July, August and September 2015 through which it was declared that the following resolutions were resolved:

●

It is recognized that CDM operates as a maquila under the authorization of the Ministry of Finance.

●

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 IVA.

●

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

●

It is resolved that certain IVA 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 pesos (approximately $0.4 million USD).

During the second quarter of fiscal 2025, the SAT refunded $36.7 million Mexican pesos in IVA (approximately $1.9 million USD), including inflationary adjustments, relating to claims for March, April, and November 2019. These refunds were secured directly from the tax authority rather than through the court system.

In August 2025, a Federal Court in Mexico formally recognized CDM as a maquiladora. We believe this ruling further supports our position regarding the recoverability of IVA receivables.

We believe that our operations in Mexico are properly documented, and our internationally recognized tax advisors believe that there are legal grounds to prevail in collecting the corresponding IVA amounts. With assistance from our internationally recognized tax advisory firm, as of October 31, 2025, CDM had filed Administrative Appeals for months for which IVA refunds have been denied by the SAT 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 IVA amounts.

Other Assets

12 Months Ended

Oct. 31, 2025

Other assets

Other assets

5. Other Assets

Other assets consist of the following (in thousands):


		October 31,			October 31,
		2025			2024
Mexican IVA (i.e., value-added) taxes receivable, net (see Note 14)		$	55,781		$	48,739
Infrastructure advances			—			467
Other			536			710
Total		$	56,317		$	49,916

Basis of Presentation and Significant Accounting Policies - Investments (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2015
Significant Accounting Policies
Investments in unconsolidated entities	$ 2,210	$ 2,424
Don Memo \| Don Memo \| Agricola Belher
Significant Accounting Policies
Ownership interest (as a percent)				50.00%
Equity method-Don Memo
Significant Accounting Policies
Investments in unconsolidated entities	$ 2,200	$ 2,400	$ 2,900
Equity method-Don Memo \| Don Memo
Significant Accounting Policies
Ownership interest (as a percent)	50.00%

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Sale of Fresh Cut Business

12 Months Ended

Oct. 31, 2025

Sale of Fresh Cut Business

Sale of Fresh Cut Business

17.Sale of Fresh Cut Business

Asset Purchase Agreement and Purchase and Sale Agreement

On August 15, 2024, we (including various of our subsidiaries, the “Seller Parties”), F&S Produce Co., Inc., a New Jersey corporation and a co-packing partner of the Company (“F&S”), and F&S Produce West LLC, a Delaware limited liability company and a wholly-owned subsidiary of F&S (“Buyer”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), whereby the Buyer (i) purchased and acquired from the applicable Seller Parties certain assets of the Seller Parties related to the prepared food business of the Seller Parties and their subsidiaries relating to the processing and packaging of fresh foods, including fresh-cut fruit and vegetables, and prepared foods, including

sandwiches, salads, parfaits and ready-to-eat snack items, sold to retailers and foodservice companies, but excluding the guacamole or other avocado derivative product business (referred to herein as the Fresh Cut Business), (ii) purchased and acquired from the applicable Seller Parties the Fresh Cut Business as a going concern and (iii) assumed certain specified liabilities of the Seller Parties related to the Fresh Cut Business as set forth in the Asset Purchase Agreement.

Additionally, Buyer assumed leasehold interests in certain real property and related improvements leased by certain of the Seller Parties and used in the Fresh Cut Business (the “Fresh Cut Leases”), pursuant to leasehold assignment and assumption agreements and related documents between Buyer, the applicable Seller Parties who are the lessees under the Fresh Cut Leases and the applicable landlords under the Fresh Cut Leases.

Concurrently with the transaction contemplated by the Asset Purchase Agreement (the “Transaction”), Mid-Eastern West LLC, a California limited liability company and an affiliate of F&S, entered into a Purchase and Sale Agreement with Force 1730 Eastridge LLC, a California limited liability company and a subsidiary of the Company, to purchase the real property located at 1730 Eastridge Ave, Riverside, CA 92507 for $31.0 million.

In addition, pursuant to the Asset Purchase Agreement, the purchase price for the Purchased Assets (as defined in the Asset Purchase Agreement) was $52.0 million for a total of $83.0 million. Proceeds from the sale totaled $81.1 million net of $1.9 million of transaction costs. Subsequent to the goodwill impairment of $9.3 million recorded during the quarter ended July 31, 2024, a gain of $0.2 million was recognized in the results of discontinued operations.

Document and Entity Information - USD ($) $ in Billions	12 Months Ended
Document and Entity Information - USD ($) $ in Billions	Oct. 31, 2025	Jan. 06, 2026	Apr. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Oct. 31, 2025
Document Transition Report	false
Securities Act File Number	000-33385
Entity Registrant Name	CALAVO GROWERS, INC
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	33-0945304
Entity Address, Address Line One	1141-A Cummings Road
Entity Address, City or Town	Santa Paula
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93060
City Area Code	805
Local Phone Number	525-1245
Title of 12(b) Security	Common Stock
Trading Symbol	CVGW
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 0.5
Entity Common Stock, Shares Outstanding		17,874,079
Documents Incorporated by Reference [Text Block]	Portions of the registrant's Proxy Statement for the 2026 Annual Meeting of Shareholders, which we intend to hold in late April, are incorporated by reference into Part III of this Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2025.
Entity Central Index Key	0001133470
Current Fiscal Year End Date	--10-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Deloitte & Touche LLP
Auditor Location	Los Angeles, California
Auditor Firm ID	34

Dividends

12 Months Ended

Oct. 31, 2025

Dividends

Dividends

13. Dividends

In November 2022, we announced that we would begin declaring and paying dividends quarterly rather than annually which had been our prior practice.

On January 31, 2025, we paid a dividend of $0.20 per share, or an aggregate of $3.6 million, to shareholders of record on January 10, 2025. On April 29, 2025, we paid a dividend of $0.20 per share, or an aggregate of $3.6 million, to shareholders of record on April 1, 2025. On July 28, 2025, we paid a dividend of $0.20 per share, or an aggregate of $3.6 million, to shareholders of record on June 30, 2025. On October 29, 2025, we paid a dividend of $0.20 per share, or an aggregate of $3.6 million, to shareholders of record on September 30, 2025.

On December 31, 2025, our Board declared a cash dividend of $0.20 per share, or an aggregate of $3.6 million. This dividend will be paid on January 30, 2026, to shareholders of record on January 13, 2026.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Basis of Presentation and Significant Accounting Policies - Concentration (Details) - USD ($) $ in Millions	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Concentration of risk
Accrued liabilities related to goods and services	$ 5.5	$ 12.0
Employee-related expenses	$ 6.6	$ 6.5
Top Ten Customers \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)	51.00%	50.00%	60.00%
Largest Customer \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)	14.00%	12.00%	12.00%
Second Customer \| Customer concentration \| Sales revenue
Concentration of risk
Concentration of risk (as a percent)			10.00%

- Definition

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- Definition

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+ References + Details

Inventories

12 Months Ended

Oct. 31, 2025

Inventories

Inventories

3. Inventories

Inventories consist of the following (in thousands):


	October 31,
	2025		2024

Fresh fruit	$	17,802	$	20,002
Packing supplies and ingredients		7,423		6,936
Finished prepared foods		8,379		7,219
Total	$	33,604	$	34,157

We assess the recoverability of inventories through an ongoing review of inventory levels in relation to sales and forecasts and product marketing plans. When the inventory on hand, at the time of the review, exceeds the foreseeable demand, the value of inventory that is not expected to be sold is written down. The amount of the write-down is the excess of historical cost over estimated realizable value. Once established, these write-downs are considered permanent adjustments to the cost basis of the excess inventory.

The assessment of the recoverability of inventories and the amounts of any write-downs are based on currently available information and assumptions about future demand and market conditions. Demand for prepared avocado products may fluctuate significantly over time, and actual demand and market conditions may be more or less favorable than our projections. In the event that actual demand is lower than originally projected, additional inventory write-downs may be required.

Assets Held for Sale and Discontinued Operations (Tables)

12 Months Ended

Oct. 31, 2025

Assets Held for Sale and Discontinued Operations

Schedule of information being reported as discontinued operations

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


	Year Ended October 31,

	2024		2023

Net sales	$	272,177	$	377,846
Cost of sales		259,757		371,880
Gross profit		12,420		5,966
Selling, general and administrative		14,023		19,124
Impairment of goodwill		9,280		—
Operating loss		(10,883)		(13,158)
Interest expense		(77)		(124)
Other income, net		32		56
Loss from discontinued operations before income taxes and gain on sale		(10,928)		(13,226)
Gain on sale		192		—
Income tax benefit		2,864		206
Net loss from discontinued operations	$	(7,872)	$	(13,020)

Select cash flow information related to the Fresh Cut Business follows (in thousands):


	Year ended
	October 31,
	2024		2023

Net cash used in operating activities	$	(4,679)	$	(13,527)
Net cash provided by (used in) investing activities	$	82,408	$	(10,641)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Oct. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Mexican IVA Taxes Receivable (Details) - Mexican Tax Authority $ in Millions, $ in Millions	3 Months Ended
	Apr. 30, 2025 USD ($)	Apr. 30, 2025 MXN ($)	Oct. 31, 2025 USD ($)	Oct. 31, 2025 MXN ($)	Oct. 31, 2024 USD ($)	Oct. 31, 2024 MXN ($)	Apr. 30, 2022 USD ($)	Apr. 30, 2022 MXN ($)
Mexican IVA Taxes Receivable
VAT receivables balance			$ 55.8	$ 1,000.0	$ 48.7	$ 976.0
Unrecoverable value added tax							$ 0.4	$ 6.9
Value added tax refund	$ 1.9	$ 36.7

Long-Term Obligations (Tables)

12 Months Ended

Oct. 31, 2025

Long-Term Obligations

Schedule of long-term obligations

Long-term obligations at fiscal year ends consist of the following (in thousands):


		2025			2024
Finance leases			4,936			5,148
Less current portion			(885)			(874)
		$	4,051		$	4,274

Cybersecurity Risk Management and Strategy Disclosure

12 Months Ended

Oct. 31, 2025

Cybersecurity Risk Management, Strategy, and Governance [Line Items]

Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

Risk Management and Strategy

Cybersecurity risk is managed within our broader enterprise risk management program, which includes common methodologies for identifying and evaluating legal, compliance, operational, financial, and strategic risks. Cybersecurity risks are evaluated in this context to ensure that potential impacts on operations, supply chain continuity, food safety systems, and financial reporting are appropriately considered.

We assess our cybersecurity program using the National Institute of Standards and Technology Cybersecurity Framework (“NIST CSF”) 2.0 as a reference model. In fiscal 2025, we engaged an independent third-party cybersecurity firm to conduct a comprehensive gap assessment against NIST CSF 2.0 baseline practices.

Our assessment of our cybersecurity program has identified specific improvement opportunities in incident response capabilities, business continuity and disaster recovery planning, infrastructure modernization, and security monitoring. We are actively implementing a multi-year cybersecurity enhancement program to address these findings and strengthen our cybersecurity posture across all NIST CSF core functions: Govern, Identify, Protect, Detect, Respond, and Recover.

Our cybersecurity program incorporates a multi-layered approach that includes the following elements:

●

Employee awareness and training: We conduct regular phishing simulations, periodic information security briefings at management meetings, and mandatory annual training for all employees, including training supported by our KnowBe4 platform, to promote awareness of common and emerging threats.

●

Security tools and technical safeguards: We maintain technical safeguards that include multi-factor authentication, endpoint detection and response technology, email filtering, encryption, and continuous monitoring of network activity across our environments.

●

Third party risk management: We evaluate cybersecurity risks related to service providers, suppliers, and vendors with access to systems or data through questionnaires, contract provisions, and periodic reviews. Certain third parties, including customers, require Calavo to complete their own cybersecurity assessments, and we likewise assess applicable cybersecurity practices for third party providers that support our operations.

●

Vulnerability management: We use internal and external resources to conduct periodic scanning and assessments of our environment. We also periodically engage independent cybersecurity firms to perform penetration testing. Our most recent third-party penetration test was completed in 2024. Testing frequency is expected to increase as part of our cybersecurity program enhancement plan.

●

Managed detection and incidence response: We use managed detection and response services and advanced endpoint monitoring tools to identify potential cybersecurity events. We maintain an incident response plan that includes procedures for detection, escalation, containment, investigation, and remediation. The plan identifies a cross-functional Security Incident Response Team. Calavo is in the process of expanding documented procedures, playbooks, and testing activities, consistent with recommendations from our third-party assessors.

We periodically review risks identified through assessments, monitoring activities, reports from employees, and input from third party experts. In prioritizing cybersecurity risks, we consider likelihood and potential severity, including possible impacts on operations, food safety systems, financial reporting systems, customers, employees, and suppliers.

We are implementing enhanced business continuity and disaster recovery capabilities, including multi-region architecture for critical cloud-hosted systems, to reduce recovery time objectives and improve organizational resilience to cyber incidents and other disruptions.

As of the date of this report and based on information currently known to us, Calavo is not aware of any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.

Additional information regarding cybersecurity-related risks is included in Item 1A. Risk Factors of this Form 10-K.

Cybersecurity Risk Management Processes Integrated [Flag]

true

Cybersecurity Risk Management Processes Integrated [Text Block]

Our cybersecurity program incorporates a multi-layered approach that includes the following elements:

●

Cybersecurity Risk Management Third Party Engaged [Flag]

true

Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]

true

Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]

false

Cybersecurity Risk Board of Directors Oversight [Text Block]

Governance

The Board oversees cybersecurity risk as part of its overall risk oversight responsibilities. The Audit Committee receives periodic updates from our Director of Information Technology regarding cybersecurity risks, threat activity, program maturity, significant projects, and the status of program enhancements. These updates occur at least quarterly, with additional updates provided as needed based on significant developments or incidents.

Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]

The Board

Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]

Cybersecurity Risk Role of Management [Text Block]

Management is responsible for the implementation and operation of our cybersecurity program. Our Director of Information Technology has primary responsibility for day-to-day information security management and is supported by internal information technology personnel and external cybersecurity service providers. Our Director of Information Technology has more than 33 years of progressive experience in information technology, including over 24 years supporting technology and operational systems in the agricultural industry. He holds a Bachelor of Business Administration from De La Salle University in the Philippines and has maintained professional certifications as a Certified Novell Engineer and a Microsoft Certified Systems Engineer. The information technology organization includes personnel with experience in systems engineering, infrastructure management, network operations, and incident response. Management provides regular updates to the Audit Committee regarding significant cybersecurity developments, including results of internal and third-party assessments, implementation progress on enhancement initiatives, and key performance metrics.

A cross-functional cybersecurity governance committee has been established to oversee the implementation of the cybersecurity enhancement program and provide executive-level coordination across business functions impacted by cybersecurity initiatives.

Cybersecurity Risk Management Positions or Committees Responsible [Flag]

true

Cybersecurity Risk Management Positions or Committees Responsible [Text Block]

Director of Information Technology

Cybersecurity Risk Management Expertise of Management Responsible [Text Block]

Our Director of Information Technology has more than 33 years of progressive experience in information technology, including over 24 years supporting technology and operational systems in the agricultural industry.

Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]

We use managed detection and response services and advanced endpoint monitoring tools to identify potential cybersecurity events. We maintain an incident response plan that includes procedures for detection, escalation, containment, investigation, and remediation. The plan identifies a cross-functional Security Incident Response Team. Calavo is in the process of expanding documented procedures, playbooks, and testing activities, consistent with recommendations from our third-party assessors.

Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]

true

Basis of Presentation and Significant Accounting Policies - Consignments (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Basis of Presentation and Significant Accounting Policies
Total Net sales	$ 648,434	$ 661,544	$ 594,102
Cost of sales	584,771	593,740	531,490
Gross profit	63,663	67,804	62,612
Consignment Arrangements
Basis of Presentation and Significant Accounting Policies
Total Net sales	55,176	71,921	56,811
Cost of sales	49,765	64,242	51,937
Gross profit	$ 5,411	$ 7,679	$ 4,874

- Definition

The aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.

+ References + Details

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Income Taxes
Domestic	$ 18,144	$ 10,518	$ 4,485
Foreign	6,472	(1,345)	6,716
Income before taxes	24,616	9,173	11,201
Net loss from unconsolidated entities	$ (214)	$ (478)	$ (879)

- Definition

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Amount of income (loss) for proportionate share of equity method investee's income (loss).

+ References + Details

Stock-Based Compensation - Non-options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Share-based Compensation
Stock-based compensation expense	$ 1,200	$ 2,200	$ 5,200
Restricted Stock
Share-based Compensation
Unrecognized stock based compensation expenses	0
Restricted Stock \| Maximum
Share-based Compensation
Stock-based compensation expense	0	100
RSUs
Share-based Compensation
Stock-based compensation expense	1,100	$ 1,400
Unrecognized stock based compensation expenses	$ 500
Unrecognized compensation cost period	6 months
Stock closing price awarded (in dollars per share)	$ 27.75
Outstanding (in shares), Beginning Balance	57
Outstanding, Weighted-Average Exercise Price, beginning balance	$ 27.4
Granted (in shares)	54
Granted, Weighted-Average Grant Price	$ 27.75
Vested (in shares)	(67)
Vested, Weighted-Average Grant Price	$ 26.09
Forfeited (in shares)	(6)
Forfeited, Weighted-Average Grant Price	$ 36.34
Outstanding (in shares), Ending Balance	38	57
Outstanding, Weighted-Average Exercise Price, ending balance	$ 28.78	$ 27.4
Aggregate Intrinsic Value	$ 836
PRSUs
Share-based Compensation
Stock-based compensation expense	$ 0		$ 200

Revolving Credit Facilities

12 Months Ended

Oct. 31, 2025

Revolving Credit Facilities

Revolving Credit Facilities

6. Revolving Credit Facilities

On June 26, 2023, Calavo and certain subsidiaries entered into a credit agreement (as amended, the “Credit Agreement”) by and among Calavo, certain subsidiaries of Calavo as guarantors, and Wells Fargo Bank, National Association, as agent and lender (“Agent”). The Credit Agreement originally provided for a revolving credit facility of up to $90.0 million (the “Revolving Loans”), along with a capex credit facility of up to $10.0 million (the “Term Loan”, and together with the Revolving Loans, the “Credit Facility”).

On August 15, 2024, in conjunction with its sale of the Fresh Cut Business, Calavo and certain of its subsidiaries (collectively, the “Borrower”) entered into a First Amendment to Credit Agreement and Consent with Wells Fargo Bank, National Association, as agent and lender (“Agent”), whereby (i) the original Credit Agreement was amended to (A) reduce the revolving commitments thereunder from $90.0 million to $75.0 million and (B) reduce the machinery and equipment subline of the loans from $6.8 million to $1.7 million, and to reduce the related monthly amortization on such

subline from $80,952 to $24,335, and (ii) the Borrower obtained consent from Agent for entry into the Asset Purchase Agreement and Purchase and Sale Agreement relating to the sale of the Fresh Cut Business.

Borrowings of the Revolving Loans under the Credit Agreement are asset-based and are subject to a borrowing base calculation that includes a certain percentage of eligible accounts receivable, inventory and equipment of Calavo, less any reserves implemented by Agent in its permitted discretion; provided that the equipment-based portion of such borrowing base calculation will reduce monthly following the Closing Date.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to an applicable margin, plus, at Calavo’s 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 the Term Loan, 1.00% for base rate borrowings and 2.00% for SOFR term rate borrowings. The Credit Facility matures on June 26, 2028 (the “Maturity Date”). Calavo may voluntarily prepay loans under the Credit Facility, in whole or in part, without premium or penalty. Subject to the terms and conditions set forth in the Credit Agreement, Calavo may be required to make certain mandatory prepayments prior to the Maturity Date.

The Credit Agreement contains negative covenants that, among other things, limit Calavo’s ability to: incur indebtedness; grant liens on its assets; enter into certain investments; consummate fundamental change transactions; engage in mergers or acquisitions or dispose of assets; enter into certain transactions with affiliates; make changes to its fiscal year; enter into certain restrictive agreements; and make certain restricted payments (including for dividends). Each of these limitations are subject to various conditions. The Credit Agreement also contains a springing fixed charge coverage ratio financial covenant that is tested if the amount of the Revolving Loans available for Calavo to borrow under the Credit Facility is less than 10% of the total revolving credit facility.

The Credit Agreement also contains certain affirmative covenants and customary events of default provisions, including, subject to thresholds and grace periods, among others, payment default, covenant default, cross default to other material indebtedness, and judgment default.

As of October 31, 2025, we were in compliance with the financial covenants, and we expect to remain in compliance for the next 12 months. As of October 31, 2025, approximately $36.0 million was available for borrowing based on the borrowing base calculation discussed above.

The weighted-average interest rate under the Credit Facility was 8.0% and 7.2% for fiscal year ended October 31, 2025 and October 31, 2024. Under the Credit Facility, as of October 31, 2025 and October 31, 2024, we had no amounts outstanding related to the Revolving Loans or Term Loan. In August 2024, we fully repaid the Term Loan with proceeds from the sale of the Fresh Cut Business. Amounts are no longer available to be drawn from such Term Loan and we will accordingly have no further amortization of this Term Loan.

As of October 31, 2023, in connection with the Credit Facility, we had temporarily posted cash collateral to satisfy certain collateral requirements related to our transition between banks providing letters of credit related to our workers compensation insurance policies. Accordingly, as of October 31, 2023, we had $0.8 million in restricted cash and $3.0 million of prepaid and other current assets related to this transition. As of October 31, 2025 and October 31, 2024, we no longer have restricted cash nor prepaid and other current assets related to our workers compensation insurance policies outstanding. Both have been replaced by standby letters-of-credit.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Long-Term Obligations

12 Months Ended

Oct. 31, 2025

Long-Term Obligations

Long-Term Obligations

11. Long-Term Obligations

Long-term obligations at fiscal year ends consist of the following (in thousands):


		2025			2024
Finance leases			4,936			5,148
Less current portion			(885)			(874)
		$	4,051		$	4,274

See Note 15 for additional information.

Other Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Other assets.
Mexican IVA (i.e., value-added) taxes receivable, net	$ 55,781	$ 48,739
Infrastructure advances		467
Other	536	710
Total	$ 56,317	$ 49,916

Assets Held for Sale and Discontinued Operations

12 Months Ended

Oct. 31, 2025

Assets Held for Sale and Discontinued Operations

Assets Held for Sale and Discontinued Operations

16.Assets Held for Sale and Discontinued Operations

We completed the sale of our Fresh Cut Business (formerly referred to as the RFG business) and related real estate on August 15, 2024 for $83.0 million, subject to customary closing adjustments. The Fresh Cut Business represents substantially all of the business of the Prepared segment other than the guacamole business, which was retained. For more information, see Note 17.

During the year ended October 31, 2024, we determined that the Fresh Cut Business met the criteria to be classified as held for sale and discontinued operations. Accordingly, the results of operations of the Fresh Cut Business have been presented as discontinued operations in the consolidated statements of operations, and the related assets and liabilities were classified as held for sale in the consolidated balance sheets through the date of sale. Our reporting segments have also been revised to reflect the divestiture, as described in Note 10. As a result, the comparative fiscal 2024 results reflect discontinued operations treatment.

Goodwill related to our Prepared segment was allocated between our Fresh Cut Business and guacamole businesses based on the relative fair value of the disposal group and the portion of the reporting unit to be retained as of the date of the assets held for sale determination as described in Note 2.

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


	Year Ended October 31,

	2024		2023

Net sales	$	272,177	$	377,846
Cost of sales		259,757		371,880
Gross profit		12,420		5,966
Selling, general and administrative		14,023		19,124
Impairment of goodwill		9,280		—
Operating loss		(10,883)		(13,158)
Interest expense		(77)		(124)
Other income, net		32		56
Loss from discontinued operations before income taxes and gain on sale		(10,928)		(13,226)
Gain on sale		192		—
Income tax benefit		2,864		206
Net loss from discontinued operations	$	(7,872)	$	(13,020)

During the third quarter of fiscal 2024, as a result of ongoing negotiations and finalization of the sales price of our Fresh Cut Business, we evaluated whether it was more likely than not that the carrying value of the Fresh Cut Business exceeded its fair value and performed an impairment analysis. Accordingly, the Company recorded a goodwill impairment charge of $9.3 million during this period.

Select cash flow information related to the Fresh Cut Business follows (in thousands):


	Year ended
	October 31,
	2024		2023

Net cash used in operating activities	$	(4,679)	$	(13,527)
Net cash provided by (used in) investing activities	$	82,408	$	(10,641)

Description of the business (Details) $ in Millions	12 Months Ended
Description of the business (Details) $ in Millions	Oct. 31, 2025 segment	Aug. 15, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of reportable segments \| segment	2
Fresh
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Consideration for sale \| $		$ 83.0

Segment Information - Reportable Segment, Including Net Sales, Cost of Sales, and Gross Profit (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Segment reporting information
Net sales	$ 648,434	$ 661,544	$ 594,102
Cost of sales	584,771	593,740	531,490
Gross profit	63,663	67,804	62,612
Selling, general and administrative	42,089	50,038	47,276
Expenses related to Mexican tax matters	1,963	1,043	3,128
Operating income	19,611	16,723	12,208
Foreign currency gain (loss)	1,803	(5,840)	1,378
Interest income	3,240	1,020	605
Interest expense	(827)	(2,893)	(2,371)
Other income, net	1,003	641	260
Income before income taxes and net income from unconsolidated entities	24,830	9,651	12,080
Fresh
Segment reporting information
Net sales	576,544	597,624	527,396
Cost of sales	530,235	542,356	476,862
Gross profit	46,309	55,268	50,534
Prepared
Segment reporting information
Net sales	71,890	63,920	66,706
Cost of sales	54,536	51,384	54,628
Gross profit	$ 17,354	$ 12,536	$ 12,078

Basis of Presentation and Significant Accounting Policies (Policies)

12 Months Ended

Oct. 31, 2025

Basis of Presentation and Significant Accounting Policies

Business

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with accounting principles generally accepted in the U.S.

Use of Estimates

Cash and Cash Equivalents

Prepaid Expenses and Other Current Assets

Accounts Receivable

The total allowance for estimated uncollectable accounts receivable balances and customer deductions were $3.3 million and $3.6 million as of October 31, 2025 and 2024.

Inventories

Property, Plant, and Equipment

●

Buildings and improvements - 7 to 50 years;

●

Leasehold improvements - the lesser of the term of the lease or 7 years;

●

Equipment - 7 to 25 years; and

●

Information systems hardware and software – 3 to 10 years.

Significant repairs and maintenance that increase the value or extend the useful life of our fixed assets are capitalized. Ongoing maintenance and repairs are charged to expense.

Goodwill

Long-lived Assets

Investments

Advances to Suppliers

Infrastructure Advances

Accrued Expenses

Leases

Revenue Recognition

Sales Incentives and Other Promotional Programs

Promotional Allowances

Principal vs. Agent Considerations

Customers

Shipping and Handling

We include shipping and handling fees billed to customers in net sales. Amounts incurred by us for freight are included in cost of goods sold.

Consignment Arrangements

We frequently enter into consignment arrangements with avocado and tomato growers and packers located outside of the U.S. and growers of certain perishable products in the U.S. Although we generally do not take legal title to these avocados and perishable products, we do assume responsibilities (principally assuming credit risk, inventory loss and delivery risk, and pricing risk) that are consistent with acting as a principal in the transaction. Accordingly, the accompanying financial statements include sales and cost of sales from the sale of avocados and perishable products procured under consignment arrangements. Amounts recorded for each of the fiscal years ended October 31, 2025, 2024 and 2023 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


		2025			2024			2023

Sales		$	55,176		$	71,921		$	56,811
Cost of Sales			49,765			64,242			51,937
Gross Profit		$	5,411		$	7,679		$	4,874

Advertising Expense

Research and Development

Restructuring Costs

Other Income

Included in other income is the recovery of IVA refunds totaling $0.7 million, $0.3 million, and $0.6 million for fiscal years 2025, 2024 and 2023.

Income Taxes

recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Basic and Diluted Net income (loss) per Share

Basic and Diluted Net Income (Loss) per Share

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


	Year ended October 31,
	2025		2024		2023
Numerator:
Net income from continuing operations	$	19,970	$	6,848	$	5,053
Less: Net income attributable to noncontrolling interest		(174)		(52)		(377)
Net income from continuing operations attributable to Calavo Growers, Inc.		19,796		6,796		4,676
Net loss from discontinued operations (Note 16)		—		(7,872)		(13,020)
Net income (loss) attributable to Calavo Growers, Inc.	$	19,796	$	(1,076)	$	(8,344)

Denominator:
Weighted average shares - Basic		17,845		17,801		17,750
Effect on dilutive securities – Restricted stock/units/options		52		62		104
Weighted average shares - Diluted		17,897		17,863		17,854

Net income from continuing operations
Basic	$	1.11	$	0.38	$	0.26
Diluted	$	1.11	$	0.38	$	0.26

Net loss from discontinued operations (Note 16)
Basic	$	—	$	(0.44)	$	(0.73)
Diluted	$	—	$	(0.44)	$	(0.73)

Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	1.11	$	(0.06)	$	(0.47)
Diluted	$	1.11	$	(0.06)	$	(0.47)

104,000 shares of common stock equivalents were excluded from the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

Stock-Based Compensation

Foreign Currency Translation and Remeasurement

Fair Value of Financial Instruments

Derivative Financial Instruments

Recently Issued Accounting Standards

periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its credit loss estimation methodology.

Noncontrolling Interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


		Year ended October 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			174		52
Noncontrolling interest, ending		$	1,618	$	1,444

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Dividend declared (in dollars per share)	$ 0.1	$ 0.4875

Income Taxes - Carryforward (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024
Valuation allowance
Valuation allowance	$ 374	$ 1,762
Change in valuation allowance	(1,400)	(3,100)
Federal
Valuation allowance
Operating loss carryforwards	0	0
State
Valuation allowance
Operating loss carryforwards	7,800	10,800
Foreign
Valuation allowance
Operating loss carryforwards	$ 6,000	$ 6,100

Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Income Taxes
Stock-based compensation	$ 679	$ 837
State taxes	96	6
Allowance for accounts receivable	837	868
Inventories	493	515
Accrued liabilities	3,033	2,596
Operating lease liabilities	5,913	6,474
Net operating loss	2,323	2,510
Capital loss carryover		801
Credits and incentives	375	901
Total deferred income tax assets	13,749	15,508
Property, plant, and equipment	(588)	(1,153)
Intangible assets	(53)	(32)
Operating lease - right of use assets	(4,099)	(4,597)
Prepaid expense	(318)	(491)
Total deferred income tax liabilities	(5,058)	(6,273)
Valuation allowance	(374)	(1,762)
Net deferred income tax assets	$ 8,317	$ 7,473

Basis of Presentation and Significant Accounting Policies - Suppliers Advances (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Products
Advances to suppliers	$ 13,075	$ 14,570
Equity method-Don Memo
Products
Advances to suppliers	7,900	7,700	$ 7,300
Advances on inventory purchase	500
Other related party \| Agricola Belher
Products
Advances to suppliers	5,200	5,100	$ 5,400
Other related party \| Silvalber
Products
Advances to suppliers		$ 1,800
Write-off of advance on inventory purchase	$ 1,800

Stock-Based Compensation - Stock Option (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Jun. 30, 2024	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Share-based Compensation
Stock-based compensation expense		$ 1.2	$ 2.2	$ 5.2
Outstanding, Number of Shares, Beginning Balance		535,000
Outstanding, Weighted-Average Exercise Price, Beginning Balance		$ 25.44
Cancelled, Number of Shares		(1,000)
Cancelled, Weighted-Average Exercise Price		$ 56.65
Outstanding, Number of Shares, Ending Balance		534,000	535,000
Outstanding, Weighted-Average Exercise Price, Ending Balance		$ 25.79	$ 25.44
Vested and Exercisable, Number of Shares		218,000
Vested and Exercisable, Weighted-Average Exercise Price		$ 27.06
Employee Stock Option
Share-based Compensation
Granted, Number of Shares	10,000
Vesting period	5 years
Granted, Weighted-Average Exercise Price	$ 25.84
Award expiration period	5 years
Limoneira's stock price	$ 25.84
Estimated fair market value of options	$ 0.1
Unrecognized compensation cost period	60 months	1 year 7 months 6 days
Stock-based compensation expense		$ 0.1	$ 0.7	$ 1.3
Unrecognized stock based compensation expenses		$ 0.1
Employee Stock Option \| Minimum
Share-based Compensation
Vesting period		1 year
Award expiration period		2 years
Employee Stock Option \| Maximum
Share-based Compensation
Vesting period		5 years
Award expiration period		5 years

Other Assets (Tables)

12 Months Ended

Oct. 31, 2025

Other assets

Schedule of Other Assets

Other assets consist of the following (in thousands):


		October 31,			October 31,
		2025			2024
Mexican IVA (i.e., value-added) taxes receivable, net (see Note 14)		$	55,781		$	48,739
Infrastructure advances			—			467
Other			536			710
Total		$	56,317		$	49,916

Leases - Costs and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Lease costs
Amortization of financing lease assets (recorded in cost of sales)	$ 1,017	$ 994	$ 800
Operating lease cost	3,756	4,202
Short-term lease cost	599	952
Sublease income	17
Variable lease cost	98	62
Interest on financing lease liabilities	248	255
Total lease cost	5,735	6,465
Operating cash flows for operating leases	3,488	3,878
Financing cash flows for finance leases	927	882
Operating cash flows for finance leases	247	255
Right of use assets obtained for operating lease	$ 1,300	$ 3,700

Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Property, Plant and Equipment
Property plant and equipment, Gross	$ 131,818	$ 132,545
Less accumulated depreciation and amortization	(82,383)	(78,345)
Total property, plant, and equipment, net	49,435	54,200
Depreciation expense	5,900	6,600	$ 6,700
Amortization financing lease assets	1,017	994	$ 800
Land
Property, Plant and Equipment
Property plant and equipment, Gross	8,194	8,201
Buildings and improvements
Property, Plant and Equipment
Property plant and equipment, Gross	30,096	30,404
Leasehold improvements
Property, Plant and Equipment
Property plant and equipment, Gross	3,490	3,490
Equipment
Property, Plant and Equipment
Property plant and equipment, Gross	79,075	79,735
Information systems - hardware and software
Property, Plant and Equipment
Property plant and equipment, Gross	9,890	10,582
Construction in progress
Property, Plant and Equipment
Property plant and equipment, Gross	$ 1,073	$ 133

Sale of Fresh Cut Business - Asset Purchase Agreement (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2024	Jul. 31, 2024	Oct. 31, 2025	Oct. 31, 2024
Held for Sale and Discontinued Operations
Impairment of goodwill		$ 9,300		$ 9,280
Gain on sale	$ 200
Fresh
Held for Sale and Discontinued Operations
Consideration for sale	83,000
Proceeds from sale of business, net	81,100
Transaction cost	1,900
Impairment of goodwill		$ 9,300
Gain on sale			$ 192
Fresh \| Real property
Held for Sale and Discontinued Operations
Consideration for sale	31,000
Fresh \| Purchased Assets
Held for Sale and Discontinued Operations
Consideration for sale	$ 52,000

- Definition

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Basis of Presentation and Significant Accounting Policies - PPE and Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Jul. 31, 2024	Oct. 31, 2025	Oct. 31, 2024
Significant Accounting Policies
Goodwill impairment loss	$ 9,300		$ 9,280
Impairment of long-lived assets		$ 0	$ 0
Minimum \| Buildings and improvements
Significant Accounting Policies
Useful lives		7 years
Minimum \| Leasehold improvements
Significant Accounting Policies
Useful lives		7 years
Minimum \| Equipment
Significant Accounting Policies
Useful lives		7 years
Minimum \| Information systems - hardware and software
Significant Accounting Policies
Useful lives		3 years
Maximum \| Buildings and improvements
Significant Accounting Policies
Useful lives		50 years
Maximum \| Equipment
Significant Accounting Policies
Useful lives		25 years
Maximum \| Information systems - hardware and software
Significant Accounting Policies
Useful lives		10 years

Segment Information - Net Sales by Geographic Region (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Segment Information
Total Net sales	$ 648,434	$ 661,544	$ 594,102
Sales revenue \| Geographic region
Segment Information
Total Net sales	$ 648,434	$ 661,544	$ 594,102
Total Net sales (as a percent)	100.00%	100.00%	100.00%
Sales revenue \| Geographic region \| United States
Segment Information
Total Net sales	$ 593,768	$ 622,858	$ 557,876
Total Net sales (as a percent)	92.00%	94.00%	94.00%
Sales revenue \| Geographic region \| Canada
Segment Information
Total Net sales	$ 36,210	$ 21,238	$ 20,318
Total Net sales (as a percent)	6.00%	3.00%	3.00%
Sales revenue \| Geographic region \| Europe
Segment Information
Total Net sales	$ 1,589	$ 1,237	$ 3,104
Total Net sales (as a percent)	0.00%	0.00%	1.00%
Sales revenue \| Geographic region \| Asia
Segment Information
Total Net sales	$ 16,222	$ 15,075	$ 12,582
Total Net sales (as a percent)	3.00%	2.00%	2.00%
Sales revenue \| Geographic region \| Other
Segment Information
Total Net sales	$ 645	$ 1,136	$ 222
Total Net sales (as a percent)	0.00%	0.00%	0.00%
Sales revenue \| Customer concentration \| Largest Customer
Segment Information
Total Net sales (as a percent)	10.00%	10.00%	10.00%

Income Taxes

12 Months Ended

Oct. 31, 2025

Income Taxes

Income Taxes

9. Income Taxes

The provision for income taxes from continuing operations consists of the following for the years ended October 31, (in thousands):


		2025			2024			2023

Current:
Federal		$	3,256		$	1,987		$	2,144
State			860			105			281
Foreign			1,001			1,564			1,143
Total current			5,117			3,656			3,568

Deferred:
Federal			(57)			290			(349)
State			1,067			718			273
Foreign			(94)			(604)			2,656
Total deferred			916			404			2,580
Change in valuation allowance			(1,387)			(1,735)			—
Total provision for income taxes		$	4,646		$	2,325		$	6,148

The following table presents domestic and foreign components of income (loss) before income taxes for the years ended October 31, (in thousands):


	2025		2024		2023
Domestic	$	18,144	$	10,518	$	4,485
Foreign		6,472		(1,345)		6,716
Income before taxes	$	24,616	$	9,173	$	11,201

The above income before taxes includes the net loss from unconsolidated entities of $0.2 million and $0.5 million for the years ended October 31, 2025 and 2024, which is recorded in foreign operations.

Significant components of our deferred tax assets as of October 31, are as follows (in thousands):


		2025			2024


Stock-based compensation		$	679			837
State taxes			96			6
Allowance for accounts receivable			837			868
Inventories			493			515
Accrued liabilities			3,033			2,596
Operating lease liabilities			5,913			6,474
Net operating loss			2,323			2,510
Capital loss carryover			—			801
Credits and incentives			375			901
Total deferred income tax assets			13,749			15,508

Property, plant, and equipment			(588)			(1,153)
Intangible assets			(53)			(32)
Operating lease - right of use assets			(4,099)			(4,597)
Prepaid expense			(318)			(491)
Total deferred income tax liabilities			(5,058)			(6,273)
Valuation allowance			(374)			(1,762)
Net deferred income tax assets		$	8,317		$	7,473

The Company’s net deferred income tax assets as presented in the consolidated balance sheets consists of the following items as of October 31, (in thousands):


		Year Ended October 31,
		2025		2024
Deferred income tax assets		$	8,317	$	7,473
Deferred income tax liabilities			—		—
Net deferred income tax assets		$	8,317	$	7,473

As of October 31, 2025 and 2024, the Company had no federal net operating loss carryforwards in either period. As of October 31, 2025 and 2024, the Company has gross state net operating loss carryforwards of approximately $7.8 million and $10.8 million, with carryforward periods primarily ranging from 20 years to indefinite. As of October 31, 2025 and 2024, the Company has gross foreign net operating loss carryforwards of approximately $6.0 million and $6.1 million, with carryforward periods 10 years from generation.

The Company records a valuation allowance against deferred tax assets when determined that all or a portion of the deferred tax assets are not more likely than not to be realized based on all available evidence. During the fourth quarter of the year ended October 31, 2024, the Company completed the sale of the Fresh Cut Business, which generated taxable income and, as a result, the Company was able to utilize all its federal net operating losses, and a portion of its state net operating losses. The Company’s domestic continuing operations have generated cumulative operating income for the last three years, and the Company expects the profitability trend to continue. Based on this evaluation, the Company determined that it is more likely than not that the Company will realize a majority of the deferred tax assets, with the exception of the federal and state capital loss carryforwards, and state tax credits. As of October 31, 2025 and 2024, there was a valuation allowance of $0.4 million and $1.8 million against the deferred tax assets that are more likely not to be realized. During the year ended October 31, 2025, the Company decreased the valuation allowance against deferred income tax assets by $1.4 million. During the year ended October 31, 2024, the Company decreased the valuation allowance against deferred income tax assets by $3.1 million.

A reconciliation of the significant differences between the federal statutory income tax rate and the effective income tax rate on pretax income from continuing operations for the years ended October 31, is as follows:


		2025		2024		2023

Federal statutory tax rate		21.0	%	21.0	%	21.0	%
State taxes, net of federal effects		3.6		5.8		4.2
Foreign tax rate differential		2.4		(1.3)		5.4
Stock based compensation		—		(0.6)		4.8
Provision to return		0.1		5.2		2.2
US tax on foreign income, net		2.0		—		2.9
State rate change		—		0.2		(0.1)
Valuation allowance		(5.7)		(18.9)		—
Limits on executive compensation		—		—		3.9
Other permanent differences		(3.4)		12.3		3.5
Other		(1.0)		1.6		7.2
		19.0	%	25.3	%	55.0	%

As of October 31, 2025, and 2024, we had $11.1 million for unrecognized tax benefits related primarily to the 2013 Assessment. See Note 7 for further information.

A reconciliation of the beginning and ending amount of gross unrecognized taxes (exclusive of interest and penalties) was as follows (in thousands):


		Year Ended October 31,
		2025		2024
Beginning balance		$	11,131	$	11,131
Reductions based on tax positions related to prior periods			—		—
Gross increase - Tax positions in prior periods			—		—
Gross increase - Tax positions in current period			—		—
Ending balance		$	11,131	$	11,131

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statutes of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company accounts for income taxes regarding uncertain tax positions and recognized interest and penalties related to uncertain tax positions in income tax benefit/(expense) in the consolidated statements of operations. Total accrued interest and penalties recorded on the consolidated balance sheet were zero because the Company prepaid the disputed amount.

We are subject to U.S. federal income tax as well as income of multiple state tax and foreign tax jurisdictions. We are no longer subject to U.S. income tax examinations for the fiscal years prior to October 31, 2022, and are no longer subject to state income tax examinations for fiscal years prior to October 31, 2021.

The Company determined that certain foreign earnings are to be indefinitely reinvested outside the United States. Our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to foreign tax authorities.

In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative

guidance have been issued. Pillar Two is not expected to materially impact our effective tax rate or cash flows in the next fiscal year. New legislation or guidance could change our current assessment. We continue to monitor and evaluate enacted and proposed legislation related to the Pillar Two Model Rules, including developments in Mexico where we operate.

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 year ended October 31, 2025. The majority of the tax law changes will take effect in future years.

- Definition

The entire disclosure for income tax.

+ References

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+ Details

Basis of Presentation and Significant Accounting Policies - Prepaid (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Basis of Presentation and Significant Accounting Policies
Non-trade receivables	$ 2,700	$ 4,200
Mexican IVA	2,300	2,000
Prepaid expenses	2,600	3,500
Allowances of accounts receivable	$ 3,336	$ 3,624

Related-Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended		12 Months Ended
	Jul. 31, 2021	Oct. 31, 2020	Jul. 31, 2015	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Related-Party Transactions
Investments in unconsolidated entities						$ 2,210	$ 2,424
Advances to suppliers-related party note						206	(714)	$ 1,326
Advances to suppliers						13,075	14,570
Non-cash settlement of advance						600	606	928
Don Memo \| Agricola Belher \| Don Memo
Related-Party Transactions
Ownership interest (as a percent)			50.00%
Directors
Related-Party Transactions
Purchases from related parties						5,400	5,800	2,700
Accounts payable to related parties						500	0
Chief Executive Officer
Related-Party Transactions
Purchases from related parties						8,200	13,200	3,100
Accounts payable to related parties							0
Chief Executive Officer \| Maximum
Related-Party Transactions
Accounts payable to related parties						100
Equity method-Don Memo
Related-Party Transactions
Purchases from related parties						14,600	14,400	15,800
Investments in unconsolidated entities						2,200	2,400	2,900
Advances to suppliers						7,900	7,700	7,300
Commitment amount		$ 2,400
Loan receivable fixed interest rate (as a percent)		7.25%
Loan to related parties						1,600	1,600
Amount loaned		$ 700		$ 600	$ 700
Investment in FreshRealm			$ 2,000
Tomato liability due to related party						$ 1,400	3,100	1,500
Equity method-Don Memo \| Don Memo
Related-Party Transactions
Ownership interest (as a percent)						50.00%
Other related party \| Agricola Belher
Related-Party Transactions
Purchases from related parties						$ 15,700	29,000	16,200
Advances to suppliers						5,200	5,100	5,400
Loan receivable fixed interest rate (as a percent)	10.00%
Non-cash settlement of advance						600	600	900
Loan to related parties							1,100
Amount loaned	$ 3,500
Other related party \| Agricola Belher \| Prepaid expenses and other current assets
Related-Party Transactions
Loan to related parties						500	600
Other related party \| Agricola Belher \| Other assets
Related-Party Transactions
Loan to related parties							500
Subsidiary-Avocados de Jalisco
Related-Party Transactions
Purchases from related parties						$ 5,600	$ 800	$ 8,100
Subsidiary-Avocados de Jalisco \| Avocados De Jalisco
Related-Party Transactions
Subsidiary ownership (as a percent)						83.00%

Segment Information - Long-Lived Assets by Geographic Region (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Segment reporting information
Long-lived assets	$ 49,435	$ 54,200
United States
Segment reporting information
Long-lived assets	21,714	24,531
Mexico
Segment reporting information
Long-lived assets	$ 27,721	$ 29,669

Stock-Based Compensation - Fair Value Input (Details) - Employee Stock Option	3 Months Ended
	Jul. 31, 2024
Share-based Compensation
Risk-free interest rate	4.47%
Expected volatility	43.00%
Dividend yield	1.60%
Expected life (years)	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings	Noncontrolling Interest	Total
Beginning balance at Oct. 31, 2022	$ 18	$ 171,223	$ 51,115	$ 1,015	$ 223,371
Beginning balance, shares at Oct. 31, 2022	17,732
Issuance of common stock in connection with stock-based compensation, net of tax withholdings		48			48
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	29
Stock-based compensation		5,210			5,210
Dividends declared to shareholders			(10,433)		(10,433)
Avocados de Jalisco noncontrolling interest				377	377
Net income (loss) attributable to Calavo Growers, Inc.			(8,344)		(8,344)
Ending balance at Oct. 31, 2023	$ 18	176,481	32,338	1,392	210,229
Ending balance, shares at Oct. 31, 2023	17,761
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	41
Stock-based compensation		2,160			2,160
Dividends declared to shareholders			(8,921)		(8,921)
Payment of min. withholding of taxes on net share settlement of equity awards		(668)			(668)
Avocados de Jalisco noncontrolling interest				52	52
Net income (loss) attributable to Calavo Growers, Inc.			(1,076)		(1,076)
Ending balance at Oct. 31, 2024	$ 18	177,973	22,341	1,444	201,776
Ending balance, shares at Oct. 31, 2024	17,802
Issuance of common stock in connection with stock-based compensation, net of tax withholdings (in shares)	53
Stock-based compensation		1,157			1,157
Dividends declared to shareholders			(14,297)		(14,297)
Payment of min. withholding of taxes on net share settlement of equity awards		(48)			(48)
Avocados de Jalisco noncontrolling interest				174	174
Net income (loss) attributable to Calavo Growers, Inc.			19,796		19,796
Ending balance at Oct. 31, 2025	$ 18	$ 179,082	$ 27,840	$ 1,618	$ 208,558
Ending balance, shares at Oct. 31, 2025	17,855

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Oct. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes (Tables)

12 Months Ended

Oct. 31, 2025

Income Taxes

Schedule of provision for income taxes

The provision for income taxes from continuing operations consists of the following for the years ended October 31, (in thousands):


		2025			2024			2023

Current:
Federal		$	3,256		$	1,987		$	2,144
State			860			105			281
Foreign			1,001			1,564			1,143
Total current			5,117			3,656			3,568

Deferred:
Federal			(57)			290			(349)
State			1,067			718			273
Foreign			(94)			(604)			2,656
Total deferred			916			404			2,580
Change in valuation allowance			(1,387)			(1,735)			—
Total provision for income taxes		$	4,646		$	2,325		$	6,148

Schedule of income (loss) before income taxes

The following table presents domestic and foreign components of income (loss) before income taxes for the years ended October 31, (in thousands):


	2025		2024		2023
Domestic	$	18,144	$	10,518	$	4,485
Foreign		6,472		(1,345)		6,716
Income before taxes	$	24,616	$	9,173	$	11,201

Schedule of deferred tax assets

Significant components of our deferred tax assets as of October 31, are as follows (in thousands):


		2025			2024


Stock-based compensation		$	679			837
State taxes			96			6
Allowance for accounts receivable			837			868
Inventories			493			515
Accrued liabilities			3,033			2,596
Operating lease liabilities			5,913			6,474
Net operating loss			2,323			2,510
Capital loss carryover			—			801
Credits and incentives			375			901
Total deferred income tax assets			13,749			15,508

Property, plant, and equipment			(588)			(1,153)
Intangible assets			(53)			(32)
Operating lease - right of use assets			(4,099)			(4,597)
Prepaid expense			(318)			(491)
Total deferred income tax liabilities			(5,058)			(6,273)
Valuation allowance			(374)			(1,762)
Net deferred income tax assets		$	8,317		$	7,473

The Company’s net deferred income tax assets as presented in the consolidated balance sheets consists of the following items as of October 31, (in thousands):


		Year Ended October 31,
		2025		2024
Deferred income tax assets		$	8,317	$	7,473
Deferred income tax liabilities			—		—
Net deferred income tax assets		$	8,317	$	7,473

Schedule of reconciliation of effective income tax rate


		2025		2024		2023

Federal statutory tax rate		21.0	%	21.0	%	21.0	%
State taxes, net of federal effects		3.6		5.8		4.2
Foreign tax rate differential		2.4		(1.3)		5.4
Stock based compensation		—		(0.6)		4.8
Provision to return		0.1		5.2		2.2
US tax on foreign income, net		2.0		—		2.9
State rate change		—		0.2		(0.1)
Valuation allowance		(5.7)		(18.9)		—
Limits on executive compensation		—		—		3.9
Other permanent differences		(3.4)		12.3		3.5
Other		(1.0)		1.6		7.2
		19.0	%	25.3	%	55.0	%

Schedule of reconciliation of gross unrecognized taxes

A reconciliation of the beginning and ending amount of gross unrecognized taxes (exclusive of interest and penalties) was as follows (in thousands):


		Year Ended October 31,
		2025		2024
Beginning balance		$	11,131	$	11,131
Reductions based on tax positions related to prior periods			—		—
Gross increase - Tax positions in prior periods			—		—
Gross increase - Tax positions in current period			—		—
Ending balance		$	11,131	$	11,131

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Cash Flows from Operating Activities:
Net income (loss)	$ 19,970	$ (1,024)	$ (7,967)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	7,483	10,603	17,282
Non-cash operating lease expense	(259)	(1,751)	38
Net loss from unconsolidated entities	214	478	879
Impairment of goodwill		9,280
Provision of tomato grower advances	2,301
Divesture of Calavo Salsa Lisa			624
Gain on sale of Fresh Cut Business		(192)
Provision for uncollectible Mexican IVA taxes receivable		165	2,474
Stock-based compensation expense	1,157	2,160	5,210
Amortization of debt issuance costs	182	286
Gain on sale of Temecula packinghouse	(221)	(216)	(216)
Loss on disposal of property, plant, and equipment	141	56	40
Deferred income taxes	(844)	(5,209)	1,851
Effect on cash of changes in operating assets and liabilities:
Accounts receivable, net	10,262	(6,540)	(2,360)
Inventories	553	(1,886)	(989)
Prepaid expenses and other current assets	1,727	1,557	(5,466)
Advances to suppliers	(206)	714	(1,326)
Income taxes receivable/payable	(4,064)	2,945	3,620
Other assets	(6,583)	2,438	(7,594)
Payable to growers	(3,024)	3,589	(5,435)
Trade accounts payable, accrued expenses and other liabilities	(7,247)	6,966	(15,131)
Net cash provided by (used in) operating activities	21,542	24,419	(14,466)
Cash Flows from Investing Activities:
Purchases of property, plant, and equipment	(2,151)	(2,890)	(10,694)
Proceeds received from Fresh Cut Business Sale		83,000
Net cash provided by (used in) investing activities	(2,151)	80,110	(10,694)
Cash Flows from Financing Activities:
Payment of dividend to shareholders	(14,288)	(8,921)	(10,433)
Proceeds from revolving credit facility		85,252	256,912
Payments on revolving credit facility		(120,276)	(223,089)
Payments of debt issuance cost		(148)	(693)
Issuance of common stock in connection with stock-based compensation, net of tax withholdings	(48)	(668)
Proceeds from term loan			4,063
Payments on term loan		(4,063)
Payments on long-term obligations and finance leases	(931)	(1,526)	(1,930)
Proceeds from stock option exercises			48
Net cash provided by (used in) financing activities	(15,267)	(50,350)	24,878
Net increase (decrease) in cash, cash equivalents	4,124	54,179	(282)
Cash, cash equivalents, beginning of period	57,031	2,852	3,134
Cash, cash equivalents, end of period	61,155	57,031	2,852
Supplemental Information:
Interest	827	2,637	2,492
Income taxes	7,880	2,292	1,492
Noncash Investing and Financing Activities:
Right of use assets obtained in exchange for new financing lease obligations	719	641	2,814
Settlement of Agricola Belher infrastructure advance offset against payable to growers	600	606	928
Property, plant, and equipment included in trade accounts payable and accrued expenses	$ 11	$ 51	$ 1,794

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Current assets:
Cash and cash equivalents	$ 61,155	$ 57,031
Accounts receivable, net of allowances of $3,336 (2025) and $3,624 (2024)	31,647	41,909
Inventories	33,604	34,157
Prepaid expenses and other current assets	7,649	9,976
Advances to suppliers	13,075	14,570
Income taxes receivable	2,296	936
Total current assets	149,426	158,579
Property, plant, and equipment, net	49,435	54,200
Operating lease right-of-use assets	16,333	18,316
Investments in unconsolidated entities	2,210	2,424
Deferred income tax assets	8,317	7,473
Goodwill	10,211	10,211
Other assets	56,317	49,916
Total assets	292,249	301,119
Current liabilities:
Payable to growers	15,353	18,377
Trade accounts payable	8,374	8,742
Accrued expenses	21,237	28,149
Income tax payable	63	2,767
Mexico tax liability	11,000	11,000
Current portion of operating leases	3,568	3,296
Current portion of finance leases	885	874
Total current liabilities	60,480	73,205
Long-term liabilities:
Long-term portion of operating leases	14,962	17,476
Long-term portion of finance leases	4,051	4,274
Other long-term liabilities	4,198	4,388
Total long-term liabilities	23,211	26,138
Commitments and contingencies (Note 7)
Shareholders' equity:
Common stock ($0.001 par value, 100,000 shares authorized; 17,855 (2025) and 17,802 (2024) shares issued and outstanding)	18	18
Additional paid-in capital	179,082	177,973
Retained earnings	27,840	22,341
Total Calavo Growers, Inc. shareholders' equity	206,940	200,332
Noncontrolling interest	1,618	1,444
Total shareholders' equity	208,558	201,776
Total liabilities and shareholders' equity	$ 292,249	$ 301,119

Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Lease-related assets and liabilities
Operating lease assets	$ 16,333	$ 18,316
Finance lease asset	$ 4,307	$ 4,609
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization
Total	$ 20,640	$ 22,925
Current portion of operating leases	3,568	3,296
Finance lease liability, current	885	874
Long-term portion of operating leases	14,962	17,476
Finance lease liability, noncurrent	4,051	4,274
Total	$ 23,466	$ 25,920
Weighted-average remaining lease term: Operating leases	5 years 6 months	6 years 6 months
Weighted-average remaining lease term: Finance leases	6 years 2 months 12 days	7 years
Weighted-average discount rate: Operating leases	2.79%	2.49%
Weighted-average discount rate: Finance leases	5.34%	4.89%

Segment Information - Net Sales by Product Category (Details) $ in Thousands	12 Months Ended
	Oct. 31, 2025 USD ($) segment	Oct. 31, 2024 USD ($)	Oct. 31, 2023 USD ($)
Segment reporting information
Number of reportable segments \| segment	2
Less sales allowances	$ (5,240)	$ (7,548)	$ (7,158)
Less sales allowances (as a percent)	(1.00%)	(1.00%)	(1.00%)
Total Net sales	$ 648,434	$ 661,544	$ 594,102
Total Net sales (as a percent)	100.00%	100.00%	100.00%
Goodwill	$ 10,211	$ 10,211
Fresh
Segment reporting information
Less sales allowances	$ (2,221)	$ (3,030)	$ (4,190)
Less sales allowances (as a percent)	0.00%	0.00%	(1.00%)
Total Net sales	$ 576,544	$ 597,624	$ 527,396
Fresh \| Avocados
Segment reporting information
Total Net sales	$ 530,707	$ 534,413	$ 466,385
Total Net sales (as a percent)	82.00%	81.00%	79.00%
Fresh \| Tomatoes
Segment reporting information
Total Net sales	$ 35,492	$ 54,660	$ 54,669
Total Net sales (as a percent)	5.00%	8.00%	9.00%
Fresh \| Papayas and other
Segment reporting information
Total Net sales	$ 12,566	$ 11,581	$ 10,532
Total Net sales (as a percent)	2.00%	2.00%	2.00%
Prepared
Segment reporting information
Total gross sales	$ 77,130	$ 71,468	$ 73,864
Total gross sales (as a percent)	12.00%	11.00%	12.00%
Total Net sales	$ 71,890	$ 63,920	$ 66,706

Basis of Presentation and Significant Accounting Policies - SBC & FC (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Basis of Presentation and Significant Accounting Policies
Stock-based compensation expense	$ 1,200	$ 2,200	$ 5,200
Foreign currency gains (losses)	1,803	(5,840)	$ 1,378
Fixed rate long term obligation fair value	$ 4,900	$ 5,100

- Definition

The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
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-Section 50
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Basis of Presentation and Significant Accounting Policies - Presentation (Details)	Oct. 31, 2025
Avocados De Jalisco \| Avocados De Jalisco
Significant Accounting Policies
Subsidiary ownership (as a percent)	83.00%

Leases - Undiscounted Future Payments (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Operating Leases
2026	$ 4,002
2027	3,962
2028	3,617
2029	3,147
2030	2,137
Thereafter	2,869
Total lease payments	19,734
Less: imputed interest	1,204
Operating lease liability	18,530
Finance Leases
2026	1,121
2027	1,027
2028	932
2029	705
2030	663
Thereafter	1,286
Total lease payments	5,734
Less: imputed interest	798
Finance lease liability	$ 4,936	$ 5,148

Income Taxes - Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Income Taxes
Deferred income tax assets	$ 8,317	$ 7,473
Net deferred income tax assets	$ 8,317	$ 7,473

Basis of Presentation and Significant Accounting Policies - Infrastructure Advances (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 31, 2021	Oct. 31, 2020	Apr. 30, 2021	Jan. 31, 2021	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023	Jan. 31, 2024
Significant Accounting Policies
Non-cash settlement of advance					$ 600	$ 606	$ 928
Equity method-Don Memo
Significant Accounting Policies
Commitment amount		$ 2,400
Loan receivable fixed interest rate (as a percent)		7.25%
Amount loaned		$ 700	$ 600	$ 700
Loan to related parties					1,600	1,600
Other related party \| Agricola Belher
Significant Accounting Policies
Loan receivable fixed interest rate (as a percent)	10.00%
Amount loaned	$ 3,500
Loan to related parties						1,100
Non-cash settlement of advance					600	600	$ 900
Payment one								$ 600
Payment two								600
Payment three								$ 500
Other related party \| Agricola Belher \| Prepaid expenses and other current assets
Significant Accounting Policies
Loan to related parties					$ 500	600
Other related party \| Agricola Belher \| Other assets
Significant Accounting Policies
Loan to related parties						$ 500

Subsequent Events (Details) - Subsequent event - USD ($)	Jan. 14, 2026	Nov. 11, 2025
Calavo Growers and its subsidiaries
Subsequent Events
Business combination price per share	$ 27
Payments to acquire businesses gross	$ 14.85
Calavo Growers and its subsidiaries \| Mission Produce
Subsequent Events
Number of shares	0.979
Mr. Lindeman
Subsequent Events
Annual base salary		$ 800,000
Vesting period		3 years

Inventories (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Inventories
Fresh fruit	$ 17,802	$ 20,002
Packing supplies and ingredients	7,423	6,936
Finished prepared foods	8,379	7,219
Total	$ 33,604	$ 34,157

Stock-Based Compensation (Tables)

12 Months Ended

Oct. 31, 2025

Stock-Based Compensation

Summary of RSU activity

A combined summary of RSU activity, under our 2020 Plan and Restated 2020 Plan, is as follows (in thousands, except for per share amounts):


		Number of Shares		Weighted-Average			Aggregate
		Represented		Grant Price			Intrinsic Value
Outstanding at October 31, 2024		57		$	27.40
Granted		54		$	27.75
Vested		(67)		$	26.09
Forfeited		(6)		$	36.34
Outstanding at October 31, 2025		38		$	28.78		$	836

Assumptions for fair value stock options


Risk-free interest rate	4.47	%
Expected volatility	43.0	%
Dividend yield	1.6	%
Expected life (years)	5.0

Summary of stock option activity

A summary of stock option activity, related to our 2020 Management Incentive Plan, is as follows (in thousands, except for per share amounts):


				Weighted-Average			Aggregate
				Exercise			Intrinsic
		Number of Shares		Price			Value
Outstanding at October 31, 2024		535			25.44
Cancelled		(1)		$	56.65
Outstanding at October 31, 2025		534		$	25.79		$	—
Vested and Exercisable at October 31, 2025		218		$	27.06		$	—

Long-Term Obligations - Summary (Details) - USD ($) $ in Thousands	Oct. 31, 2025	Oct. 31, 2024
Long-Term Obligations
Finance leases	$ 4,936	$ 5,148
Less current portion	(885)	(874)
Finance lease liability, noncurrent	$ 4,051	$ 4,274

Basis of Presentation and Significant Accounting Policies (Tables)

12 Months Ended

Oct. 31, 2025

Basis of Presentation and Significant Accounting Policies

Schedule of Financial Statements of Consignment Arrangements

Amounts recorded for each of the fiscal years ended October 31, 2025, 2024 and 2023 in the financial statements pursuant to consignment arrangements are as follows (in thousands):


		2025			2024			2023

Sales		$	55,176		$	71,921		$	56,811
Cost of Sales			49,765			64,242			51,937
Gross Profit		$	5,411		$	7,679		$	4,874

Schedule of basic and diluted net income per share

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


	Year ended October 31,
	2025		2024		2023
Numerator:
Net income from continuing operations	$	19,970	$	6,848	$	5,053
Less: Net income attributable to noncontrolling interest		(174)		(52)		(377)
Net income from continuing operations attributable to Calavo Growers, Inc.		19,796		6,796		4,676
Net loss from discontinued operations (Note 16)		—		(7,872)		(13,020)
Net income (loss) attributable to Calavo Growers, Inc.	$	19,796	$	(1,076)	$	(8,344)

Denominator:
Weighted average shares - Basic		17,845		17,801		17,750
Effect on dilutive securities – Restricted stock/units/options		52		62		104
Weighted average shares - Diluted		17,897		17,863		17,854

Net income from continuing operations
Basic	$	1.11	$	0.38	$	0.26
Diluted	$	1.11	$	0.38	$	0.26

Net loss from discontinued operations (Note 16)
Basic	$	—	$	(0.44)	$	(0.73)
Diluted	$	—	$	(0.44)	$	(0.73)

Net income (loss) per share attributable to Calavo Growers, Inc:
Basic	$	1.11	$	(0.06)	$	(0.47)
Diluted	$	1.11	$	(0.06)	$	(0.47)

Schedule of reconciliation of shareholders' equity attributable to noncontrolling interest

The following tables reconcile shareholders’ equity attributable to noncontrolling interest related to Avocados de Jalisco (in thousands).


		Year ended October 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			174		52
Noncontrolling interest, ending		$	1,618	$	1,444

Commitments and Contingencies

12 Months Ended

Oct. 31, 2025

Commitments and Contingencies.

Commitments and Contingencies

7. Commitments and Contingencies

Commitments and guarantees

We lease facilities and certain equipment under non-cancelable leases expiring at various dates. We are committed to make minimum cash payments under these agreements as of October 31, 2025. See Note 15 for additional details on the type of lease agreements.

We indemnify our directors and have the power to indemnify each of our officers, employees and other agents, to the maximum extent permitted by applicable law. No amounts have been accrued in the accompanying financial statements related to these indemnifications.

In conjunction with the sale of the Fresh Cut Business on August 15, 2024, the Company assigned leases resulting in the Company being relieved of its primary obligation under these leases. As a result of these lease assignments, the buyer is the primary obligor under the leases, with the Company secondarily liable as a guarantor. If the buyer should fail to perform under a lease, the Company 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 the Company 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. The Company does not believe it is probable that it will be required to satisfy these obligations.

Compliance matters

In January 2024, our internal audit process identified certain compliance matters, including potential issues under the Foreign Corrupt Practices Act (“FCPA”), that were referred to the Audit Committee. The Audit Committee established a Special Committee to investigate these matters with the support of outside legal counsel and forensic accountants. The matters related in part to our operations in Mexico and were voluntarily disclosed to the SEC and the DOJ. On September 2, 2025, the DOJ notified the Company that it had closed its inquiry. On December 22, 2025, we received a letter from the staff of the SEC advising that the staff has concluded its investigation and, based on the information available as of that date, does not intend to recommend an enforcement action against us. Based on information currently available, we do not expect these matters to have a material effect on our financial condition or results of operations.

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 taxing authorities, primarily in Mexico and the United States.

2013 Assessment

In January 2017, we received preliminary observations from the Servicio de Administracion 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 IVA. We provided a written rebuttal to these preliminary observations during our second fiscal quarter of 2017.

In July 2018, a local office of the SAT issued a final tax assessment (the “2013 Assessment”) totaling approximately $2.6 billion Mexican pesos (which included adjustments for interest, penalties, and inflation, and equals $141.2 million USD at October 31, 2025) related to a fiscal 2013 tax audit. This amount has been adjusted since the final tax assessment amount for interest, penalties, and inflation as of October 31, 2025 to the amount of $3.5 billion Mexican pesos ($187.0 million USD). Additionally, the tax authorities have determined that we owe our employees profit-sharing liability, totaling approximately $118 million Mexican pesos (approximately $6.4 million USD at October 31, 2025). In August 2018, we filed an Administrative Appeal on the 2013 Assessment, appealing our case to the SAT’s central legal department in Michoacan.

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 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 guaranty the 2013 Assessment. Based on legal counsel from our tax advisory firm, we and our tax advisory firm have concluded that the March notification was not legally communicated.

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% IVA tax to fruit purchase deposits; and

o

Imposing double-taxation on the fruit purchase transactions.

On August 20, 2021 CDM filed a Nullity Trial (the “Nullity Trial”) with the Federal Tax Court of Mexico, which strongly contested that the notifications made by the SAT to CDM and its designated advisors related to the resolution of the Administrative Appeal in March 2021, ass 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.

On October 13, 2023, the 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 SAT, pointing out that the SAT’s resolution is 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,

●

The notification of the tax assessment was not sent to the phone number indicated by the company, when the Tax 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 Reconsideration and related Injunction action were finalized. The tax authority determined that the filing of the 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.

In August 2025, a Federal Court in Mexico formally recognized CDM as operating as a maquiladora. This ruling relates to the IVA refund request covering the period from January to June 2013. We believe this ruling strengthens our position in the Nullity Trial and supports our arguments with respect to the 2013 Assessment.

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

While we continue to believe that the tax assessment for fiscal year 2013 is completely without merit, and that we will prevail on the Nullity Trial in the Federal 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 on uncertain tax positions, settlements made by the SAT in other cases, 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.

We believe that this provision remains appropriate as of October 31, 2025 based on our cumulative probability analysis. We incurred $2.0 million of related professional fees for the year ended October 31, 2025, which have been recorded in Expenses related to Mexican Tax matters on the consolidated statements of operations.

Fiscal Years 2019 and 2020 Audits

In addition to the 2013 Assessment described above, the Mexican tax authorities 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.

We have responded to all information requests issued by the tax authorities in connection with the fiscal year 2020 audit. To date, the tax authorities have not issued formal conclusions for fiscal year 2020, as they are considering their position with respect to the fiscal year 2019 audit, which is currently before the Mexican taxpayer advocacy authority, PRODECON.

As of October 31, 2025, no other fiscal years are under audit by the Mexican tax authorities, other than fiscal years 2013, 2019, and 2020.

Litigation

From time to time, we are also involved in litigation arising in the ordinary course of our business that we do not believe will have a material adverse impact on our financial statements. This includes the legal proceedings described above. We do not believe that the outcome of any of our current legal proceedings will have a material adverse impact on our business, financial condition and results of operations.

Inventories (Tables)

12 Months Ended

Oct. 31, 2025

Inventories

Schedule of Inventories

Inventories consist of the following (in thousands):


	October 31,
	2025		2024

Fresh fruit	$	17,802	$	20,002
Packing supplies and ingredients		7,423		6,936
Finished prepared foods		8,379		7,219
Total	$	33,604	$	34,157

Basis of Presentation and Significant Accounting Policies - Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Oct. 31, 2025	Oct. 31, 2024	Oct. 31, 2023
Basis of Presentation and Significant Accounting Policies
Noncontrolling interest, beginning	$ 1,444	$ 1,392
Net income attributable to noncontrolling interest of Avocados de Jalisco	174	52	$ 377
Noncontrolling interest, ending	$ 1,618	$ 1,444	$ 1,392

- Definition

Amount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.

+ References

+ Details

- Definition

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Assets Held for Sale and Discontinued Operations (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Aug. 15, 2024	Jul. 31, 2024	Oct. 31, 2025	Oct. 31, 2024
Results of operations
Gain on sale	$ 200
Impairment of goodwill		$ 9,300		$ 9,280
Fresh
Held for Sale and Discontinued Operations
Consideration for sale	$ 83,000
Results of operations
Net sales			$ 272,177	377,846
Cost of sales			259,757	371,880
Gross profit			12,420	5,966
Selling, general and administrative			14,023	19,124
Impairment of goodwill			9,280
Operating loss			(10,883)	(13,158)
Interest expense			(77)	(124)
Other income, net			32	56
Loss from discontinued operations before income taxes and gain on sale			(10,928)	(13,226)
Gain on sale			192
Income tax benefit			2,864	206
Net loss from discontinued operations			(7,872)	(13,020)
Impairment of goodwill		$ 9,300
Select cash flow information
Net cash used in operating activities			(4,679)	(13,527)
Net cash provided by (used in) investing activities			$ 82,408	$ (10,641)

Related-Party Transactions

12 Months Ended

Oct. 31, 2025

Related party transactions

Related party transactions

8. Related-Party Transactions

Board of Directors and Chief Executive Officer

Certain members of our Board of Directors market California avocados through Calavo pursuant to marketing agreements substantially similar to the marketing agreements that we enter with other growers. For the years ended October 31, 2025, 2024, and 2023, the aggregate value of avocados procured from entities owned or controlled by members of our Board of Directors was $5.4 million, $5.8 million and $2.7 million. As of October 31, 2025, we had $0.5 million in outstanding payables to entities owned or controlled by these Board members. We did not have any amounts payable to the entities owned or controlled by these Board members as of October 31, 2024.

For the years ended October 31, 2025, 2024, and 2023, we procured $8.2 million, $13.2 million and $3.1 million of avocados from entities affiliated with our former Chief Executive Officer, who retired on December 8, 2025. As of October 31, 2025, we had less than $0.1 million in outstanding payables to entities affiliated with our Chief Executive Officer. There were no outstanding payables to entities affiliated with our Chief Executive Officer as of October 31, 2024.

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

In December 2014, Calavo formed a wholly-owned subsidiary, Calavo Growers de México. In July 2015, Calavo Growers de México entered into a Shareholder Agreement with Belo, a Mexican company owned by Belher, to form Agricola Don Memo, S.A. de C.V. (“Don Memo”). Belo and Calavo Growers de México each received an equal one-half ownership interest in Don Memo in exchange for $2 million each. Pursuant to a management service agreement, Belo, through its officers and employees, has day-to-day power and authority to manage the operations. Therefore, Don Memo is accounted for on the equity method as an unconsolidated entity. Belo is entitled to a management fee payable annually in July of each year. Additionally, Calavo Growers de México is entitled to commission for the sale of produce in Mexico, the U.S., Canada, and any other overseas market.

As of October 31, 2025, 2024 and 2023, we had an investment of $2.2 million, $2.4 million and $2.9 million, representing Calavo Growers de México’s 50% ownership in Don Memo, which 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. As of October 31, 2025, 2024 and 2023, we had outstanding advances of $7.9 million, $7.7 million and $7.3 million, to Don Memo. As of October 31, 2025, 2024 and 2023, we had a tomato liability of $1.4 million, $3.1 million and $1.5 million, to Don Memo. During the years ended October 31, 2025, 2024 and 2023 we purchased $14.6 million, $14.4 million and $15.8 million, of tomatoes from Don Memo pursuant to our consignment agreement.

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 balance related to this infrastructure loan agreement at October 31, 2025 and 2024 was $1.6 million included in prepaids and other current assets, the balance is expected to be paid over the course of fiscal year 2026.

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. We had grower advances due from Belher of $5.2 million, $5.1 million and $5.4 million as of October 31, 2025, 2024 and 2023.

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%. In the first quarter of fiscal 2024, this loan was amended to be due with installments of $0.6 million on July 31, 2024, $0.6 million on July 31, 2025 and $0.5 million on July 31, 2026. As part of this amended loan agreement, we can withhold payments on both the infrastructure advances and the bridge loan through the netting against the grower payable due to Belher. For the years ended October 31, 2025, 2024 and 2023, we withheld $0.6 million, $0.6 million and $0.9 million from payments to Belher to offset the bridge loan repayments. As of October 31, 2025, the balance of the bridge loan was recorded as $0.5 million in prepaid expenses and other current assets. As of October 31, 2024, the balance of the bridge loan was recorded as $0.6 million in prepaid expenses and other current assets and $0.5 million in other assets. During the years ended October 31, 2025, 2024 and 2023, we purchased $15.7 million, $29.0 million, and $16.2 million of tomatoes from Belher pursuant to our 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 partners to form Avocados de Jalisco, which is a Mexican corporation engaged in procuring, packing, and selling avocados. This entity is approximately 83% owned by Calavo and is consolidated in our financial statements. Avocados de Jalisco built a packinghouse located in Jalisco, Mexico and it began operations in June of 2017. As of October 31, 2024 and 2023, we had made an insignificant amount of preseason advances to various partners of Avocados de Jalisco. During the year ended October 31, 2025, 2024 and 2023, we purchased approximately $5.6 million, $0.8 million and $8.1 million of avocados from the partners of Avocados de Jalisco.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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+ Details

Stock-Based Compensation

12 Months Ended

Oct. 31, 2025

Stock-Based Compensation

Stock-Based Compensation

12. Stock-Based Compensation

The 2020 Equity Incentive Plan

In April 2021, our shareholders approved the Calavo Growers, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). In April 2025, our shareholders approved the Amended and Restated Calavo Growers, Inc. 2020 Equity Incentive Plan (the “Restated 2020 Plan”), which restated and replaced the original 2020 Plan. All directors, officers, employees and consultants (including prospective directors, officers, employees and consultants) of Calavo and its subsidiaries are eligible to receive awards under the Restated 2020 Plan. The Restated 2020 Plan has a five-year term, with up to 1,500,000 shares issuable through December 9, 2030.

Restricted Stock Awards (RSAs)

The Company recognized no stock-based compensation expense related to RSAs for the year ended October 31, 2025, and less than $0.1 million for the year ended October 31, 2024. As of October 31, 2025, there was no unrecognized stock-based compensation cost related to non-vested RSAs. All RSAs are vested as of October 31, 2025.

Restricted Stock Units (RSUs) and Performance Restricted Stock Units (PRSUs)

The total recognized stock-based compensation expense for RSUs was $1.1 million and $1.4 million for the years ended October 31, 2025 and 2024. As of October 31, 2025, there was $0.5 million of unrecognized stock-based compensation costs related to non-vested RSUs, which the Company expects to recognize over a weighted-average period of 0.5 years.

A combined summary of RSU activity, under our 2020 Plan and Restated 2020 Plan, is as follows (in thousands, except for per share amounts):


		Number of Shares		Weighted-Average			Aggregate
		Represented		Grant Price			Intrinsic Value
Outstanding at October 31, 2024		57		$	27.40
Granted		54		$	27.75
Vested		(67)		$	26.09
Forfeited		(6)		$	36.34
Outstanding at October 31, 2025		38		$	28.78		$	836

At the end of each reporting period, the Company will adjust compensation expense for the PRSUs based on its best estimate of attainment of the specified performance targets. The cumulative effect on current and prior periods of a change in the estimated number of PRSUs that are expected to be earned will be recognized as an adjustment in the period of the adjustment. As of October 31, 2025, the Company determined that it was not probable that any of the PRSUs for the 2023 or 2024 three-year cumulative performance grants would vest. The Company did not recognize any stock-based compensation expense for PRSUs for the year ended October 31, 2025. The total recognized stock-based compensation expense for PRSUs was $0.2 million for the year ended October 31, 2023.

Stock Options

In June 2024, our Board approved the grant of 10,000 options to purchase our common stock to a new member of our Board. Such grant vests in equal increments over a five-year period and has an exercise price of $25.84 per share. Vested options have an exercise period of five years from the vesting date. The market price of our common stock at the grant date was $25.84. The estimated fair market value of such option grant was approximately $0.1 million, which will be recognized over the remaining service period of 60 months. The total recognized stock-based compensation expense for these options was insignificant for the year ended October 31, 2025.

Stock options are granted with exercise prices of not less than the fair market value at grant date, generally vest over one to five years and generally expire two to five years after the vest date. We settle stock option exercises with newly

issued shares of common stock. We measure compensation cost for all stock-based awards at fair value on the date of grant and recognize compensation expense in our consolidated statements of operations over the service period that the awards are expected to vest. We measure the fair value of our stock-based compensation awards on the date of grant.

The value of each option award is estimated using a lattice-based option valuation model. We primarily consider the following assumptions when using these models: (1) expected volatility, (2) expected dividends, (3) expected life and (4) risk-free interest rate. Such models also consider the intrinsic value in the estimation of fair value of the option award.

We measure the fair value of our stock option awards on the date of grant. The following assumptions were used in the estimated grant date fair value calculations for the stock options granted in the third quarter of fiscal 2024:


Risk-free interest rate	4.47	%
Expected volatility	43.0	%
Dividend yield	1.6	%
Expected life (years)	5.0

The expected stock price volatility rates were based on the historical volatility of our common stock. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant for periods approximating the expected life of the options. The expected life represents the average period of time that options granted are expected to be outstanding, as calculated using the simplified method described in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 107.

The Black-Scholes-Merton and lattice-based option valuation models were developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Because options held by our directors and employees have characteristics significantly different from those of traded options, in our opinion, the existing models do not necessarily provide a reliable single measure of the fair value of these options.

The total recognized stock-based compensation expense for options was less than $0.1 million, $0.7 million and $1.3 million for the years ended October 31, 2025, 2024 and 2023. As of October 31, 2025, there was $0.1 million of unrecognized stock-based compensation costs related to options, which the Company expects to recognize over a weighted-average period of 1.6 years.

A summary of stock option activity, related to our 2020 Management Incentive Plan, is as follows (in thousands, except for per share amounts):


				Weighted-Average			Aggregate
				Exercise			Intrinsic
		Number of Shares		Price			Value
Outstanding at October 31, 2024		535			25.44
Cancelled		(1)		$	56.65
Outstanding at October 31, 2025		534		$	25.79		$	—
Vested and Exercisable at October 31, 2025		218		$	27.06		$	—