卡拉沃养殖 2025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, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number: 000-33385 CALAVO GROWERS, INC.(Exact name of registrant as specified in its charter) Registrant's telephone number, including area code: (805) 525-1245 Securities registered pursuant to Section 12(b) of the Act: Nasdaq Global Select Market 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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐ Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew 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 its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 registrant included inthe 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-based compensationreceived 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 stock held bynon-affiliates on April 30, 2025 (the last business day of the registrant's most recently completed second fiscal quarter) was approximately $0.5 billion.Shares of common stock held by each executive officer and director and by each shareholder affiliated with a director or an executive officer have beenexcluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusivedetermination for other purposes. The number of outstanding shares of the registrant's common stock as of January 6, 2026 was 17,874,079. Documents Incorporated by Reference Portions of the registrant's Proxy Statement for the 2026 Annual Meeting of Shareholders, which we intend to hold in late April, are incorporated byreference into Part III of this Form 10-K. The definitive Proxy Statement will be filed within 120 days after October 31, 2025. TABLE OF CONTENTS PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff Comments Item 2. Properties25Item 3. Legal Proceedings26Item 4. Mine Safety Disclosures27 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities27Item 6. RESERVED28Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations29Item 7A. Quantitative and Qualitative Disclosures About Market Risk43Item 8. Financial Statements and Supplementary Data44Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure83Item 9A. Controls and Procedures83Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections84 PART IIIItem 10. Directors, Executive Officers, and Corporate Governance84Item 11. Executive Compensation85Item 12. Security Ownership of Certain Beneficial Owners and Management and RelatedStoc