卡拉沃养殖 2024年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-33385 CALAVO GROWERS, INC.(Exact name of registrant as specified in its charter) 33-0945304(I.R.S. Employer Identification No.)93060(Zip Code) Registrant's telephone number, including area code: (805) 525-1245 Securities registered pursuant to Section 12(b) of the Act: Name of each exchangeTitle of each classTrading Symbol(s)on which registeredCommon Stock, $0.001 Par Value per ShareCVGWNasdaq Global Select Market Securities registered pursuant to section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ☐No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes ☐No ☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes ☐No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes ☐No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer ☐Smaller reporting company ☐Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☐ Based on the closing price as reported on The Nasdaq Global Select Market, the aggregate market value of the registrant's common stockheld by non-affiliates on April 30, 2024 (the last business day of the registrant's most recently completed second fiscal quarter) wasapproximately $0.5 billion. Shares of common stock held by each executive officer and director and by each shareholder affiliated with a directoror an executive officer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant's commonstock as of December 31, 2024 was 17,837,351. Documents Incorporated by Reference Portions of the registrant's Proxy Statement for the 2025 Annual Meeting of Shareholders, which we intend to hold in late April, areincorporated by reference into Part III of this Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2024. CAUTIONARY STATEMENT This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” in Item 7, contains statements relating to future events and results of Calavo Growers,Inc. and its consolidated subsidiaries (collectively, “Calavo”, “the Company”, “we”, us or “our”), including certainprojections and business trends, that are "forward-looking statements," as defined in the Private Securities LitigationReform Act of 1995, that involve risks, uncertainties and assumptions. These statements are based on our currentexpectations and are not promises or