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Item 9A. Controls and Procedures

2024-12-02 compared with 2023-12-06 · 87 added, 123 removed, 291 unchanged (42% of the section changed)

5 unchanged sentences

Management, with the participation of Alico's principal executive officer and principal financial officer, have evaluated the effectiveness of its disclosure controls and procedures as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of the end of the period covered by this report.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Material weaknesses were previously disclosed in our Annual Report on Form 10-K for the year ended September 30, 2022, and our Quarterly Reports on Form 10-Q for the first, second, and third quarters ended December 31, 2022, March 30, 2023 and June 30, 2023.

Specifically, management identified the following material weakness in internal control over financial reporting as of September 30, 2022 arising from the following control deficiencies:

• We identified a deficiency as it related to controls around the completeness and accuracy of the information used in the preparation of its income tax provision.

• We did not design effective controls surrounding the evaluation of misstatements and the impact to the financial statements for all periods presented.

Throughout the year ended September 30, 2023, we undertook remediation measures related to the previously reported material weaknesses in internal control over financial reporting.

We completed these remediation measures in the quarter ended September 30, 2023, including testing of the design and concluding on the operating effectiveness of the related controls.

Specifically, we undertook the following measures:

• We designed and implemented new controls around the preparation and review of our income tax provision and hired personnel with accounting expertise that has enhanced our accounting and financial reporting team.

• We changed our process of evaluating misstatements and designed and implemented a new process to evaluate both qualitative and quantitative factors to ensure all periods presented are included in any such evaluation of misstatements.

We have completed the design and implementation of remediation measures to strengthen the effectiveness and operation of our internal control environment.

Based on these procedures, we believe that the material weaknesses have been remediated.

However, completion of remediation procedures for these material weaknesses does not provide assurance that these remediation efforts will prevent or detect future material weaknesses, that our modified controls will continue to operate properly or that our financial statements will be free from error.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level solely as a result of the material weakness management identified in our internal control over financial reporting described below.

During the fourth fiscal quarter ended September 30, 2024, there were no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

(d) Management Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that:

4 unchanged sentences

In making this assessment, management used the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the Company's assessment and those criteria, management concluded that its internal control over financial reporting was effective as of September 30, 2023.

The conclusion regarding the effectiveness of the Company's internal control over financial reporting as of September 30, 2023, has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein.

(e) Changes in Internal Control over Financial Reporting

During the fourth quarter ended September 30, 2023, the Company completed its remediation efforts as discussed above.

The design of these controls has been formalized within the internal control framework.

In addition, as a result of the remediation efforts described above, new or revised process controls have been applied to internal controls over financial reporting.

All these changes to the Company’s processes and controls have been, and will continue to be, subject to the Company’s program for evaluating the design and operating effectiveness of internal control over financial reporting.

There were no other changes in our internal controls over financial reporting that occurred during the year ended September 30, 2023, that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on the Company's assessment and those criteria, management concluded that its internal control over financial reporting was not effective as of September 30, 2024 due to the material weakness in the Company’s internal control over financial reporting identified below.

Management reviewed the results of this assessment with our Audit Committee.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our non-accelerated filer status as of September 30, 2024.

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Material Weakness

A material weakness is a deficiency or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified the following material weakness in internal control over financial reporting as of September 30, 2024 arising from the following control deficiency:

• The Company identified a material weakness as it relates to controls around the completeness and accuracy of its spreadsheet controls used in the preparation of its inventory net realizable value calculation.

This identification of this material weakness did not result in a change to any of our previously reported consolidated audited or unaudited balance sheets, statements of operations, statements of changes in equity, statement of cash flows or related disclosures.

Remediation Plan

Management, with oversight by our Audit Committee, plans to implement remediation steps to address the material weakness described above and to improve our internal control over financial reporting.

We plan to implement additional internal controls related to the completeness and accuracy of our spreadsheet controls used in the preparation of our inventory net realizable value calculation.

While we believe that these actions will remediate the identified material weakness, we have not completed all the corrective processes, procedures and related evaluation or remediation that we believe are necessary.

As we work to remediate the material weakness, we may take additional measures to address the control deficiencies.

Other Information

We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 1.01 - Entry into a Material Definitive Agreement.

On September 18, 2023, the Company entered into an Option Agreement for Sale and Purchase (the “Option Agreement”) with the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida, for the sale of 17,229 acres of the Alico Ranch.

On September 21, 2023 (the “Approval Date”), Florida Governor Ron DeSantis and the Florida Cabinet approved the purchase of this land from the Company, under the Florida Forever Program, for approximately $77,600 thousand (the “Exercise Price”).

The State of Florida may exercise the Option any time beginning on the Approval Date until the 120 th day after the Approval Date, subject to extension in accordance with the terms of the Option Agreement.

The Option Agreement provides for certain adjustments to the Exercise Price;

however, if the adjusted purchase price is less than the Exercise Price, the Company may, in its sole discretion, either approve the adjusted purchase price or terminate the Option Agreement.

The sale is expected to close between December 2023 and February 2024 and the Company intends to use the proceeds from this sale to repay variable rate debt and for general corporate purposes.

The foregoing description of the Option Agreement does not purport to be complete and are subject to and qualified in their entirety by reference to the Option Agreement.

A copy of the Option Agreement is attached as Exhibit 10.55 to this Annual Report and is incorporated herein by reference.

a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

b) Insider Trading Arrangements and Policies.

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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Directors, Executive Officers and Corporate Governance

23 unchanged sentences

Brokaw has served as a private investor through Wilson Capital Management, LLC.

Brokaw previously held senior roles at Highbridge Capital Management, Perry Capital, LLC, and Lazard Freres and Co.

Brokaw is also a member of the Board of Directors of DISH Network Corporation (NYSE:

DISH), CTO Realty Growth, Inc.

CTO) and several other private boards.

Brokaw has been a member of the Board of Directors for EchoStar Corporation (Nasdaq:

SATS) , since December 2023, and serves on its Compensation Committee and as Chair of the Audit Committee, Mr.

Brokaw has been a member of the Board of Directors for EchoStar Corporation (Nasdaq:

SATS) , since December 2023, and serves on its Compensation Committee and as Chair of the Audit Committee, and several other private boards.

He has significant public company Audit, Compensation and Nominating & Executive Committee experience.

1 unchanged sentence

He previously served as a director to several public and private companies, including:

Modern Media Acquisition Corp., North American Energy Partners Inc., Capital Business Credit LLC, Timberstar, Capital Business Credit LLC, Exclusive Resorts, LLC, and Value Place Holdings LLC.

Modern Media Acquisition Corp., North American Energy Partners Inc., Capital Business Credit LLC, Timberstar, Capital Business Credit LLC, Exclusive Resorts, LLC, DISH Network Corporation, CTO Realty Growth, Inc., and Value Place Holdings LLC.

Brokaw received a B.A.

7 unchanged sentences

She serves on several committees supporting agriculture, agricultural education and environmental policy and also serves on the Florida Commission on the Status of Women, as an appointee of the Florida Commissioner of Agriculture for a term from 2023 to 2025.

She is a graduate of the Wedgworth Leadership Institute for Agriculture and Natural Resources at the University of Florida.

She is a graduate of the Wedgworth Leadership

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Institute for Agriculture and Natural Resources at the University of Florida.

English received a B.A.

2 unchanged sentences

Fishman has served on the Board of Directors since November 2013, and previously served as the non-employee Executive Chairman from July 2019 to February 2022.

He brings to the Board of Directors extensive knowledge and experience in the agriculture industry.

He brings to the Board of Directors extensive knowledge and experience in the agriculture industry through his long career as an investor and board member of various food and agriculture companies.

From November 2018 to July 2019, Mr.

Fishman served as Interim President of Alico.

He has previously served as the financial expert on Alico’s Board of Directors.

From 2007 until 2021, Mr.

Fishman was a Managing Director of the Continental Grain Company (“CGC”), a global

investor, owner and operator of companies with more than 200 years of history across the food and agribusiness spectrum.

Fishman was a Managing Director of the Continental Grain Company (“CGC”), a global investor, owner and operator of companies with more than 200 years of history across the food and agribusiness spectrum.

From 1998 until 2000, he served as a Strategic and Financial Analyst for CGC.

2 unchanged sentences

Fishman returned to CGC in 2005 and helped to establish CGC’s investment activities.

Fishman currently serves as Chairman of the Board Regenified, Inc.

and he is a Member of the Alumni Council of Collegiate School in New York City.

Fishman currently serves as Chairman of the Board Regenified, Inc., where he is engaged at the intersection of food, agriculture, and climate change.

He also serves on the board of Centier Bank Holding Co.

and sits on committees for the Brooklyn Public Library.

He is a Member of the Alumni Council of Collegiate School in New York City.

Fishman received a B.A.

24 unchanged sentences

Putnam’s public policy and public service experience, he brings to the board expertise in understanding and navigating the physical and transition risks and opportunities of climate change, and together with his knowledge of sustainability, water supply, and agricultural operations within Florida’s regulatory environment, Mr.

Putnam contributes to the board’s effective oversight of environmental, social, and governance (ESG) and climate change issues.

Putnam contributes to the board’s effective oversight of ESG and climate change issues.

Putnam also leverages his scientific training and public policy experience to advocate for natural climate solutions.

3 unchanged sentences

in Food and Resource Economics from the University of Florida.

Slack has served on the Board of Directors since November 19, 2013, and had served as Executive Chairman from December 31, 2016 to June 30, 2019.

Slack has served on the Board of Directors since November 19, 2013, and served as Executive Chairman from December 31, 2016 to June 30, 2019.

He brings to the Board of Directors extensive experience in the areas of business, finance and capital markets.

Slack is managing director of Quarterwatch LLC, and was on the Board of W.R.

between 2019 and 2021.

The majority of his career has been in the natural resources business.

Slack has been on the board of Castleton Commodities, a global energy commodities merchant and infrastructure asset investor, since 2013,

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and has served as chairman since 2022.

Slack is managing director of Quarterwatch LLC, and has been a member of the board of directors of W.R.

He was Chairman of Terra Industries, an international nitrogen-based fertilizer company, from 2001 until 2010.

For many years he has also served as a director of E.

Oppenheimer and Son International Limited, formerly a private investment and family holding company.

He was Chief Executive Officer of Minorco SA, an international mining company, from 1991 until 1999 when that company merged with Anglo American Corporation to form Anglo American plc.

Slack was a member of the board of directors and the executive committee of Anglo American Corporation, an international mining finance company, from 1981 until 1999.

He was on the board of directors of Salomon Brothers Inc., from 1982 to 1988, SAB Miller plc., one of the world’s largest brewers, from 1998 to 2002, and for more than 20 years on the board of Engelhard Corporation until its acquisition in 2006.

During his lengthy career at Anglo American and Minorco, he was actively involved in the full range of those companies’ mining, financial and industrial activities worldwide.

For many years, Mr.

Slack has also served as a director of E.

Oppenheimer and Son International Limited, formerly a private investment and family holding company.

He was on the board of directors of Salomon Brothers Inc., from 1982 until 1988, SAB Miller plc., one of the world’s largest brewers, from 1998 until 2002, and Engelhard Corporation for more than 20 years, until its acquisition in 2006.

Slack received a B.A.

in History from Princeton University.

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Information about our Executive Officers

5 unchanged sentences

60 Chief Information Officer

Mitch Hutchcraft 58 Executive Vice President of Real Estate

(1) The biography for John E.

29 unchanged sentences

in Information Systems from Pace University.

Mitch Hutchcraft has served as the Executive Vice President of Real Estate of the Company since May 2024.

Before joining Alico, Mr.

Hutchcraft served for 17 years as the Vice President of Real Estate for King Ranch where he was involved with the land acquisition, protection of assets from changing regulations, long term value enhancement of real estate assets, public policy, and operational enhancement through real estate projects.

Prior to working for King Ranch, Mr.

Hutchcraft worked as the Regional Vice President for Bonita Bay Group from 2001 through 2007 where he was directly involved or progressively responsible for land acquisition, strategic planning, entitlements, permitting, site design, community establishment, product positioning, builder relationships and governmental affairs for several of the company’s planned communities.

Code of Ethics

Alico has adopted a Code of Business Conduct and Ethics that is intended to serve as a code of ethics for purposes of Item 406 of Regulation S-K.

Its Code of Business Conduct and Ethics is posted on its website http://www.alicoinc.com (at the Investor homepage under “Corporate Governance“) and the Company intends to disclose on its website any amendments to, or waivers from, such code to the extent required to be disclosed pursuant to SEC or Nasdaq rules.

Its Code of Business Conduct and Ethics is posted on its website http://www.alicoinc.com (at the Investor homepage under “Governance") and the Company intends to disclose on its website any amendments to, or waivers from, such code to the extent required to be disclosed pursuant to SEC or Nasdaq rules.

The remaining information required by this Item 10 will be included in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days of the year ended September 30, 2024, and is incorporated herein by reference.

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Executive Compensation

23 unchanged sentences

The information required by this Item 14 will be included in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days of the year ended September 30, 2024, and is incorporated herein by reference.

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Exhibits and Financial Statement Schedules

20 unchanged sentences

4.1 Description of Securities

10.1 † Credit Agreement dated as of December 1, 2014, by and between Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, L.L.C., Alico Land Development, Inc., and Alico Citrus Nursery, L.L.C., as Borrowers and Rabo Agrifinance, Inc., as Lender

10-K 000-00261 4.1 12/6/2023

10.2 First Amendment to Credit Agreement and Consent with Rabo Agrifinance, Inc.

dated February 26, 2015

10-K 000-00261 10.29 12/10/2015

10.3 Second Amendment to Credit Agreement with Rabo Agrifinance, Inc.

dated July 16, 2015

10-K 000-00261 10.3 12/10/2015

10.4 Third Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 30, 2016

10-K 000-00261 10.33 12/6/2016

10.5 Fourth Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 6, 2017

10-K 000-00261 10.38 12/11/2017

10.6 Fifth Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated October 30, 2017

10-K 000-00261 10.37 12/6/2018

10.7 Sixth Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated July 18, 2018

10-K 000-00261 10.38 12/6/2018

10.8 Seventh Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 26, 2018

10-K 000-00261 10.39 12/6/2018

10.9 Eighth Amendment to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated August 29, 2019

10-K 000-00261 10.44 12/5/2019

10.10 Ninth Amendment and Waiver to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated June 26, 2020

10-Q 000-00261 10.1 8/6/2020

10.11 Tenth Amendment and Waiver to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated August 25, 2020

10-K 000-00261 10.45 12/7/2021

10.12 Eleventh Amendment and Waiver to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance LLC (f/k/a Rabo Agrifinance, Inc.) dated January 7, 2021

10-Q 000-00261 10.1 2/4/2021

10.13 Twelfth Amendment and Waiver to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC, and Rabo Agrifinance LLC (f/k/a Rabo Agrifinance, Inc.) dated November 19, 2021

10-Q 000-00261 10.1 2/3/2022

10.14 Thirteenth Amendment and Waiver to Credit Agreement by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance LLC (f/k/a Rabo Agrifinance, Inc.) dated October 27, 2022

10-K 000-00261 10.48 12/13/2022

10.1 Form of Indemnification Agreement

2 unchanged sentences

10-Q 000-00261 10.6 5/6/2013

10.17 Agricultural Lease Agreement dated May 19, 2014 between Alico, Inc.

and United States Sugar Corporation

10-Q 000-00261 10.1 8/11/2014

10.3 Index Rate Change Letter Agreement, dated October 3, 2022, by and among Metropolitan Life Insurance Company, Alico, Inc., Alico Land Development, Inc., and Alico Fruit Company, LLC

12 unchanged sentences

10-K 000-00261 10.27 12/10/2015

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10.10 † First Amended and Restated Credit Agreement, dated as of December 1, 2014, by and among Alico, Inc., Alico Land Development, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Metropolitan Life Insurance Company, and New England Life Insurance Company

8 unchanged sentences

10-K 000-00261 10.27 12/5/2019

10.30 Fifth Amendment to Amended and Restated Credit Agreement and Amended and Restated Notes

10.15 Fifth Amendment to First Amended and Restated Credit Agreement and Amended and Restated Notes

8-K 000-00261 10.1 5/5/2021

10.16 Sixth Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company

10.17 Option To Defer Principal Payments - First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated February 17, 2023

10-Q 000-00261 10.1 5/4/2023

10.32 Renewal Promissory Note by Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., and Alico Citrus Nursery, LLC in favor of Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 30, 2016

10-K 000-00261 10.34 12/6/2016

10.33 Second Renewal Promissory Note by Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., and Alico Citrus Nursery, LLC in favor of Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 6, 2017

10-K 000-00261 10.39 12/11/2017

10.34 Third Renewal Promissory Note by Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., and Alico Citrus Nursery, LLC in favor of Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated September 26, 2018

10-K 000-00261 10.4 12/6/2018

10.35 Fourth Renewal Promissory Note by Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., and Alico Citrus Nursery, LLC in favor of Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated August 25, 2020

10-K 000-00261 10.32 12/13/2022

10.36 Fifth Renewal Promissory Note by Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., and Alico Citrus Nursery, LLC in favor of Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.) dated October 27, 2022

10-K 000-00261 10.33 12/13/2022

10.37 # Amended and Restated Employment Agreement between Alico, Inc.

Kiernan, dated as of April 1, 2022

8-K 000-00261 10.1 4/5/2022

10.38 # Annual Performance and Long-Term Bonus Agreement between Alico, Inc., and Mr.

Kiernan, dated as of April 1, 2022

8-K 000-00261 10.2 4/5/2022

10.18 # Letter Agreement regarding amendment to compensation arrangements, dated May 15, 2023, by and between the registrant and John Kiernan

8-K 000-00261 10.1 5/18/2023

10.40 Supplement No.

1 dated as of September 30, 2016, to the Security Agreement dated as of December 1, 2014 by and among Alico, Inc., Alico-Agri, Ltd., Alico Plant World, L.L.C., Alico Fruit Company, LLC, Alico Land Development Inc., Alico Citrus Nursery, LLC and Rabo Agrifinance, LLC (f/k/a Rabo Agrifinance, Inc.)

10-K 000-00261 10.35 12/6/2016

10.19 # Alico, Inc.

7 unchanged sentences

10-K 000-00261 10.54 12/7/2021

10.45 † Alico, Inc.

Orange Purchase Agreement R512 - May 20, 2020

8-K 000-00261 10.1 5/21/2020

10.46 † Alico, Inc.

Orange Purchase Agreement R514 - May 18, 2020

8-K 000-00261 10.2 5/21/2020

10.47 Option Agreement for Sale and Purchase, dated June 2, 2020

10-Q 000-00261 10.4 8/6/2020

10.48 Option Agreement for Sale and Purchase, dated December 15, 2020

8-K 000-00261 10.1 4/15/2021

10.49 First Amendment to Option Agreement for Sale and Purchase

8-K 000-00261 10.2 4/15/2021

10.50 Purchase Option Agreement dated August 13, 2021, between Alico, Inc., and 734 LMC Groves LLC

10-K 000-00261 10.6 12/7/2021

10.51 Option Agreement for Sale and Purchase dated September 21, 2021, between Alico, Inc., and the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida

10-K 000-00261 10.61 12/7/2021

10.23 # Hunting Lease Agreement and Real Estate Purchase and Sale Option Agreement between Alico, Inc., and Mr.

1 unchanged sentence

10-Q 000-00261 10.2 2/3/2022

10.24# Amended and Restated Employment Agreement between Alico, Inc.

Kiernan, dated as of April 1, 2022

8-K 000-00261 10.1 4/5/2022

10.25# Annual Performance and Long-Term Bonus Agreement between Alico, Inc., and Mr.

Kiernan, dated as of April 1, 2022

8-K 000-00261 10.2 4/5/2022

10.26 # Employment Agreement by and between Alico, Inc.

1 unchanged sentence

8-K 000-00261 10.1 8/16/2023

10.27 # Letter Agreement by and between Alico, Inc.

and Bradley Heine, dated June 3, 2024

10-Q 000-00261 10.3 8/5/2024

10.28 # Danny Sutton Offer letter, dated November 15, 2017

10-Q 000-00261 10.2 2/4/2021

10.55 Option Agreement for Sale and Purchase, dated September 18, 2023 between Alico, Inc., and the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida

10.29 # James Sampel Offer letter, dated December 15, 2015

10.30 # Letter Agreement by and between Alico, Inc.

and James Sampel, dated May 28, 2024

10-Q 000-00261 10.2 8/5/2024

10.31 # Employment Agreement by and between Alico, Inc.

and Mitch Hutchcraft, effective May 28, 2024

10-Q 000-00261 10.1 8/5/2024

10.32 + Tropicana Supply Agreement

10-Q 000-00261 10.4 8/5/2024

19.1 Alico Insider Trading Compliance Policy

21.1 Subsidiaries of the Registrant

10-K 000-00261 21.1 12/13/2022

23.1 Consent of Independent Registered Public Accounting Firm

23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

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23.2 Consent of RSM US LLP, Independent Registered Public Accounting Firm

31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Rule 13a-14(a) certification

3 unchanged sentences

97.1 Policy Relating to Recovery of Erroneously Awarded Compensation

10-K 000-00261 97.1 12/6/2023

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

10 unchanged sentences

agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

+ Certain portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

Form 10-K Summary

Not applicable.

Table of Content s

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures