Mission Produce Inc

Item 1A. Risk Factors

For a discussion of our risk factors, see Part I, Item 1A. Risk Factors in our 2025 10-K, Part II, Item 1A. Risk Factors in the Q1 10-Q and Risk Factors in our Proxy Statement/Prospectus dated March 20, 2026. With the exception of the risk factors set forth below, which update the risk factors disclosed in such SEC filings, there have been no material changes from the risk factors previously disclosed therein. The risks and uncertainties that we face are not limited to those set forth in those SEC filings. You

should carefully consider the risk factors in those SEC filings, together with the other information contained in this Quarterly Report on Form 10-Q, including othe risk factors set forth below, our financial statements and the related notes and Managements Discussion and Analysis of Financial Condition and Results of Operations, before making a decision to purchase or sell shares of our common stock. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our common stock. 

Certain tax disputes we inherited from our acquisition of Calavo may have a material adverse effect on our results of operations and financial condition.

CDM may be exposed to material liabilities arising from tax disputes in Mexico. In July 2018, SAT issued a final tax assessment relating to a fiscal 2013 tax audit of CDM, which, after adjustments for interest, penalties and inflation, totaled approximately 3.6 billion Mexican pesos, or approximately $207.4 million, as of July 31, 2026. Mexican tax authorities have also determined that CDM owes employee profit-sharing liabilities totaling approximately 118 million Mexican pesos, or approximately $6.8 million, as of July 31, 2026. CDM has challenged the assessment through administrative and judicial proceedings, and the underlying assessment remains unresolved. As of July 31, 2026, CDM had a provision for these uncertain tax positions of approximately $27.5 million, as determined based on our cumulative probability analysis. There can be no assurance that CDM will prevail or that any settlement would be on acceptable terms. An adverse outcome could materially and adversely affect our financial condition, results of operations and cash flows and could result in defaults under our credit facilities.

In addition to the 2013 tax assessment referenced above, the SAT has initiated an income tax audit of CDM for fiscal years 2019 and 2020. As of the date of this Quarterly Report on Form 10-Q, the SAT has not issued any formal assessments on either audit, and these audits could result in additional assessments that are material in amount.

CDM also has significant VAT receivables in Mexico that may not be collected in full or on a timely basis. As of July 31, 2026, CDMs VAT receivables totaled approximately $25.7 million. Since fiscal 2014, Mexican tax authorities have challenged certain refund requests and supporting documentation, including with respect to VAT paid to suppliers alleged to have failed to satisfy their own tax obligations. CDM continues to pursue collection through administrative processes and, where necessary, may pursue administrative appeals or other legal remedies. Although we believe the SAT will ultimately authorize the refund of the VAT receivables, any material denial, delay or reduction of these refunds could adversely affect our liquidity, cash flows and results of operations.

Investments in and financial support provided to businesses that we do not control could adversely affect our financial condition and results.

We have made, and may in the future make, directly or through our subsidiaries, investments in, or loans, advances or other financial commitments to, businesses that we do not control. As a result, we have limited ability to influence their operations, financial performance, capital structure or capital requirements, and we may be unable to prevent actions that are adverse to our interests. Our share of their earnings or losses affects our results of operations. For example, our results include our share of the earnings or losses of Agricola Don Memo, S.A. de C.V. (Don Memo), in which CDM holds an investment and over which neither we nor CDM exercises control.

If Don Memo or any other such business performs below expectations, experiences financial difficulties or is unable to obtain sufficient financing, our share of its losses may adversely affect our results of operations, our investment may become impaired, and loans, advances or other amounts owed to us or our subsidiaries may become uncollectible. Any resulting losses could materially adversely affect our financial condition and results of operations.