avo-20260131

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 10-Q

_____________

(Mark One)


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

For the quarterly period ended January 31, 2026


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

For the transition period from to

Commission file number: 001-39561

_____________

MISSION PRODUCE, INC.

(Exact name of Registrant as specified in its charter)

_____________

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

2710 Camino Del Sol

Oxnard, California

(Address of Principal Executive Offices)

95-3847744

(I.R.S. Employer

Identification No.)

93030

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (805) 981-3650

_____________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

AVO

NASDAQ Global Select Market

Series A Junior Participating Preferred Stock, par value $0.001 per share

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

As of March 1, 2026, the registrant had 70,845,891 shares of common stock at $0.001 par value outstanding.

MISSION PRODUCE, INC.

TABLE OF CONTENTS

FORM 10-Q

FISCAL FIRST QUARTER 2026


PART I- FINANCIAL INFORMATION		5

Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets (Unaudited)	5
	Condensed Consolidated Statements of Operations (Unaudited)	6
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	7
	Condensed Consolidated Statements of Changes in Equity (Unaudited)	8
	Condensed Consolidated Statements of Cash Flows (Unaudited)	9
	Notes to Unaudited Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II- OTHER INFORMATION		29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

	Signatures	33

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the following:

•Risks related to our business, including: reliance on primarily one main product; limitations regarding the supply of fruit, either through purchasing or growing; fluctuations in the market price of fruit; increasing competition; risks associated with doing business internationally, including Mexican and Peruvian economic, political and/or societal conditions; inflationary pressures; establishment of sales channels and geographic markets; loss of one or more of our largest customers; general economic conditions or downturns; supply chain failures or disruptions; disruption to the supply of reliable and cost-effective transportation; failure to recruit or retain employees, poor employee relations, and/or ineffective organizational structure; inherent farming risks, including climate change; seasonality in operating results; failures associated with information technology infrastructure, system security and cyber risks; new and changing privacy laws and our compliance with such laws; food safety events and recalls; failure to comply with laws and regulations; changes to trade policy and/or export/import laws and regulations; risks from business acquisitions, if any; lack of or failure of infrastructure; material litigation or governmental inquiries/actions; failure to maintain or protect our brand; changes in tax rates or international tax legislation; risks associated with global conflicts; and inability to accurately forecast future performance.

•Risks related to our common stock, including: the viability of an active, liquid, and orderly market for our common stock; volatility in the trading price of our common stock; concentration of control in our executive officers, and directors over matters submitted to stockholders for approval; limited sources of capital appreciation; significant costs associated with being a public company and the allocation of significant management resources thereto; reliance on analyst reports; failure to maintain proper and effective internal control over financial reporting; restrictions on takeover attempts in our charter documents and under Delaware law; and the selection of Delaware as the exclusive forum for substantially all disputes between us and our stockholders.

•Risks related to the proposed transaction with Calavo, including: benefits of the proposed transaction involving Calavo, such as future financial and operating results, plans, objectives, expectations and intentions; the expected timing and likelihood of completion of the proposed transaction and other statements that are not historical facts; any statements of the plans, strategies and objectives of management for future operations, including execution of restructuring and integration (including information technology systems integration) plans; the ability to obtain the requisite Calavo and Mission Produce stockholder approvals; the risk that Calavo or Mission Produce may be unable to obtain governmental and regulatory approvals required for the proposed transaction (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction); the risk that an event, change or other circumstance could give rise to the termination of the proposed transaction; the risk that a condition to closing of the proposed transaction may not be satisfied; the risk of delays in completing the proposed transaction; the risk that the businesses will not be integrated successfully or that the integration will be more costly or difficult than expected; the risk that the cost savings and any other synergies from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that any announcement relating to the proposed transaction could have adverse effects on the market price of Calavo’s or Mission Produce’s common stock; the risk of litigation related to the proposed transaction; the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect; the diversion of management time from ongoing business operations and opportunities as a result of the proposed transaction; and the risk of adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction.

•Risks related to restrictive covenants under our credit facility, which could affect our flexibility to fund ongoing operations, uses of capital and strategic initiatives, and, if we are unable to maintain compliance with such covenants, lead to significant challenges in meeting our liquidity requirements and acceleration of our debt.

•Other risks and factors listed under “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended October 31, 2025 and elsewhere in this report.

We have based the forward-looking statements contained in this report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions and other factors described in “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K for the year ended October 31, 2025 and elsewhere in this report. These risks are not exhaustive. Other sections of this report include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. We cannot assure you that the results, events and circumstances reflected

in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this report, including documents that we reference and exhibits that have been filed, in this report and have filed as exhibits to this report, with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The forward-looking statements made in this report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this report or to conform such statements to actual results or revised expectations, except as required by law.

This quarterly report may also include trademarks, tradenames and service marks that are the property of the Company and also certain trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this quarterly report appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames.

We maintain a website at www.missionproduce.com, to which we regularly post copies of our press releases as well as additional information about us. Our filings with the Securities and Exchange Commission (“SEC”), are available free of charge through our website as soon as reasonably practicable after being electronically filed with or furnished to the SEC. Information contained in our website does not constitute a part of this report or our other filings with the SEC.

PART I- FINANCIAL INFORMATION

Item 1. Financial Statements

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(In millions, except for shares)	January 31, 2026		October 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	44.8	$	64.8
Restricted cash	2.6		1.7
Accounts receivable
Trade, net of allowances of $0.6 and $0.7, respectively	91.0		80.5
Grower and fruit advances	2.6		2.7
Other	15.5		14.6
Inventory	99.3		80.6
Prepaid expenses and other current assets	9.6		8.5
Income taxes receivable	8.2		8.8
Total current assets	273.6		262.2
Property, plant and equipment, net	542.1		542.2
Operating lease right-of-use assets	67.3		67.7
Equity method investees	36.6		34.8
Deferred income tax assets, net	10.5		10.2
Goodwill	39.4		39.4

Other assets	28.2		26.5
Total assets	$	997.7	$	983.0

Liabilities and Equity
Current liabilities:
Accounts payable	$	43.4	$	47.3
Accrued expenses	53.3		38.9
Income taxes payable	3.0		6.8
Grower payables	33.3		23.8
Short-term borrowings	1.0		4.5

Loans from noncontrolling interest holders—current portion	0.7		0.2
Long-term debt—current portion	3.0		3.0
Operating leases—current portion	7.7		6.9
Finance leases—current portion	1.6		3.1
Total current liabilities	147.0		134.5
Long-term debt, net of current portion	97.0		92.8
Loans from noncontrolling interest holders, net of current portion	—		0.9
Operating leases, net of current portion	67.0		67.5
Finance leases, net of current portion	21.8		22.0
Income taxes payable	0.3		—
Deferred income tax liabilities, net	19.1		19.1
Other long-term liabilities	25.4		26.3
Total liabilities	377.6		363.1
Commitments and contingencies (Note 7)
Shareholders’ Equity
Common stock ($0.001 par value, 1,000,000,000 shares authorized; 70,839,275 and 70,569,517 shares issued and outstanding as of January 31, 2026 and October 31, 2025, respectively)	0.1		0.1
Additional paid-in capital	246.5		247.3
Accumulated other comprehensive income	1.7		0.6
Retained earnings	338.6		339.3
Mission Produce shareholders' equity	586.9		587.3
Noncontrolling interest	33.2		32.6
Total equity	620.1		619.9
Total liabilities and equity	$	997.7	$	983.0

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


	Three Months Ended January 31,
(In millions, except for per share amounts)		2026		2025
Net sales		$	278.6	$	334.2
Cost of sales		247.0		302.7
Gross profit		31.6		31.5
Selling, general and administrative expenses		29.1		22.2

Operating income		2.5		9.3
Interest expense		(1.7)		(2.2)
Equity method income		1.5		0.8

Other (expense) income, net		(1.3)		1.5
Income before income taxes		1.0		9.4
Provision for income taxes		1.1		3.2
Net (loss) income		$	(0.1)	$	6.2
Less: Net income attributable to noncontrolling interest		0.6		2.3
Net (loss) income attributable to Mission Produce		$	(0.7)	$	3.9

Net (loss) income per share attributable to Mission Produce:
Basic		$	(0.01)	$	0.06
Diluted		$	(0.01)	$	0.05

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended January 31,
(In millions)		2026		2025
Net (loss) income		$	(0.1)	$	6.2
Other comprehensive income, net of tax

Foreign currency translation adjustments		1.1		(1.1)

Total comprehensive income, net of tax		1.0		5.1
Less: Comprehensive income attributable to noncontrolling interest		0.6		2.3
Comprehensive income		$	0.4	$	2.8

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)


(In millions, except for shares)	Common stock			Additional paid-in capital		Accumulated other comprehensive (loss) income		Retained earnings		Noncontrolling interest		Total equity
	Shares	Amount
Balance at October 31, 2024	70,914,767	$	0.1	$	239.7	$	(0.2)	$	307.7	$	29.8	$	577.1
Stock-based compensation	—	—		2.0		—		—		—		2.0
Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	153,856	—		(1.3)		—		—		—		(1.3)
Exercise of stock options	21,929	—		0.3		—		—		—		0.3
Purchase and retirement of common stock	(25,000)	—		—		—		(0.3)		—		(0.3)
Net income	—	—		—		—		3.9		2.3		6.2
Other comprehensive loss	—	—		—		(1.1)		—		—		(1.1)
Balance at January 31, 2025	71,065,552	$	0.1	$	240.7	$	(1.3)	$	311.3	$	32.1	$	582.9















Balance at October 31, 2025	70,569,517	$	0.1	$	247.3	$	0.6	$	339.3	$	32.6	$	619.9
Stock-based compensation	—	—		1.4		—		—		—		1.4
Issuance of common stock for equity awards, net of shares withheld for the settlement of taxes	269,758	—		(2.2)		—		—		—		(2.2)


Net (loss) income	—	—		—		—		(0.7)		0.6		(0.1)
Other comprehensive loss	—	—		—		1.1		—		—		1.1
Balance at January 31, 2026	70,839,275	$	0.1	$	246.5	$	1.7	$	338.6	$	33.2	$	620.1

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)


	Three Months Ended January 31,
(In millions)	2026		2025
Operating Activities
Net (loss) income	$	(0.1)	$	6.2
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	9.2		8.7
Amortization of debt issuance costs	0.1		0.1
Equity method income	(1.5)		(0.8)

Noncash lease expense	1.5		1.8
Stock-based compensation	1.4		2.0

Losses on asset impairment, disposals and sales	—		0.1

Deferred income taxes	(0.2)		—
Unrealized losses (gains) on foreign currency transactions	0.8		(0.5)
Unrealized loss on derivative financial instruments	—		(0.1)
Other	—		(0.1)
Effect on cash of changes in operating assets and liabilities:
Trade accounts receivable	(10.4)		(5.0)
Grower fruit advances	0.1		(2.0)
Other receivables	(0.9)		(1.6)
Inventory	(18.8)		(31.5)
Prepaid expenses and other current assets	(1.2)		(0.3)
Income taxes receivable	0.6		4.4
Other assets	(1.2)		(4.0)
Accounts payable and accrued expenses	14.8		18.5
Income taxes payable	(3.6)		(4.8)
Grower payables	9.5		10.4
Operating lease liabilities	(1.0)		(0.9)
Other long-term liabilities	(2.1)		(1.8)
Net cash used in operating activities	$	(3.0)	$	(1.2)
Investing Activities
Purchases of property, plant and equipment	(11.9)		(14.8)
Proceeds from sale of property, plant and equipment	0.1		—




Other	—		(0.1)
Net cash used in investing activities	$	(11.8)	$	(14.9)
Financing Activities
Borrowings on revolving credit facility	10.0		15.0
Payments on revolving credit facility	(5.0)		(10.0)

Repayment of short-term borrowings	(3.5)		(3.5)

Principal payments on long-term debt obligations	(0.8)		(0.8)
Principal payments on finance lease obligations	(0.2)		(0.1)
Payments for long-term supplier financing	(2.6)		(0.3)

Principal payments on loans due to noncontrolling interest holder	(0.1)		—
Payments of minimum withholding taxes on net share settlement of equity awards	(2.2)		(1.3)
Exercise of stock options	—		0.3
Purchase and retirement of common stock	—		(0.3)


Net cash used in financing activities	$	(4.4)	$	(1.0)
Effect of exchange rate changes on cash	0.1		—
Net (decrease) increase in cash, cash equivalents and restricted cash	(19.1)		(17.1)
Cash, cash equivalents and restricted cash, beginning of period	66.5		59.3
Cash, cash equivalents and restricted cash, end of period	$	47.4	$	42.2


	Three Months Ended January 31,
(In millions)	2026		2025
Summary of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets:
Cash and cash equivalents	$	44.8	$	40.1
Restricted cash	2.6		2.1

Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	47.4	$	42.2

See accompanying notes to unaudited condensed consolidated financial statements.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General

Business

Mission Produce, Inc. together with its consolidated subsidiaries (“Mission,” “the Company,” “we,” “us” or “our”), is a global leader in the avocado industry. The Company’s expertise lies in the farming, packaging, marketing and distribution of avocados to food retailers, distributors and produce wholesalers worldwide. The Company procures avocados principally from California, Mexico and Peru. Through our various operating facilities, we grow, sort, pack, bag and ripen avocados and a small amount of other fruits for distribution to domestic and international markets. We report our results of operations in three operating segments: Marketing & Distribution, International Farming and Blueberries (see Note 12).

Basis of presentation and consolidation

The unaudited interim condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include the Company’s consolidated domestic and international subsidiaries and variable interest entity (“VIE”) for which we are the primary beneficiary and have a controlling interest. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these unaudited interim condensed consolidated financial statements and accompanying footnotes should be read in conjunction with the Company’s Annual Report for the year ended October 31, 2025. In the opinion of management, all adjustments, of a normal recurring nature, considered necessary for a fair statement have been included in the unaudited condensed consolidated financial statements. Interim results of operations are not necessarily indicative of future results, including results that may be expected for the twelve months ended October 31, 2026.

Recently issued accounting standards

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements. The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270. The objective of the update is to provide clarity about current interim requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The amendments in this ASU are required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of adoption on our financial disclosures.

In November 2024, and as updated in January 2025, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The ASU requires that an entity disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This information is generally not presented in the financial statements today. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of adoption on our financial disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures. The ASU requires that an entity disclose specific categories in the effective tax rate reconciliation as well as provide additional information for reconciling items that meet a quantitative threshold. Further, the ASU requires certain disclosures of state versus federal income tax expense and taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued. The amendments should be applied on a prospective basis although retrospective application is permitted. We are currently evaluating the impact of adoption on our financial disclosures.

MISSION PRODUCE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2. Inventory

Major classes of inventory were as follows:


(In millions)	January 31, 2026		October 31, 2025
Finished goods	$	41.7	$	29.9
Crop growing costs	37.6		29.8
Packaging and supplies	20.0		20.9
Inventory	$	99.3	$	80.6

3. Goodwill


(In millions)	International Farming		Blueberries		Total
Goodwill as of both January 31, 2026 and October 31, 2025	$	26.9	$	12.5	$	39.4

The carrying amounts of goodwill as of both January 31, 2026 and October 31, 2025 were net of accumulated impairment losses of $49.5 million, attributable to the International Farming segment. Goodwill is tested for impairment on an annual basis in the fourth quarter, or when an event or changes in circumstances indicate that its carrying value may not be recoverable.

4. Details of Certain Account Balances

Accrued expenses


(In millions)	January 31, 2026		October 31, 2025
Employee-related	$	26.1	$	23.6
Freight	8.7		5.9
Outside fruit purchase	3.2		0.4
VAT and local taxes payable	0.6		1.8
Transaction advisory costs	7.0		0.8
Other	7.7		6.4