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Item 8. Financial Statements and Supplementary Data

2025-11-24 compared with 2024-12-02 · 261 added, 263 removed, 573 unchanged (48% of the section changed)

Financial Statements and Supplementary Data

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Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm F o r T he Y ear E nded Sep t e mber 30, 2024 (PCAOB ID 248 )

Report of Independent Registered Public Accounting Firm For The Year Ended September 30, 2023 (PCAOB ID 49)

Report of Independent Registered Public Accounting Firm For The Years Ended September 30, 2025 and 2024 (PCAOB ID 248 )

Consolidated Financial Statements:

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All schedules are omitted for the reason that they are not applicable or the required information is included in the financial statements or notes.

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Report of Independent Registered Public Accounting Firm

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Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of Alico, Inc.

(a Florida corporation) (and subsidiaries (the “Company”) as of September 30, 2024, the related consolidated statements of operations, changes in equity, and cash flows for the year ended September 30, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Alico, Inc.

(a Florida corporation) and subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations , changes in equity, and cash flows for each of the two years in the period ended September 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Net Realizable Value of Unharvested Fruit Crop on the Trees

As described further in note 3 to the financial statements, the Company values inventory at the lower of cost or net realizable value.

At September 30, 2024, the consolidated inventory balance included unharvested fruit crop on the trees of $28,921,000.

The Company assesses the carrying value of unharvested fruit crop on the trees, including the determination of adjustments to net realizable value, by applying judgment in developing estimates for the expected future crop yield.

We identified management’s estimate of the net realizable value of unharvested fruit crop on the trees as a critical audit matter.

The principal considerations for our determination that net realizable value of unharvested fruit crop on the trees is a critical audit matter are the significant judgments utilized by management in developing the accounting estimate.

Auditing management’s estimates and assumptions required a high degree of auditor judgment and increased audit effort due to the impact these assumptions have on the net realizable value of unharvested fruit crop on the trees.

Our audit procedures related to the net realizable value of unharvested fruit crop on the trees included the following, among others:

• We obtained an understanding and evaluated the design and implementation of management’s controls related to the evaluation of the net realizable value of unharvested fruit crop on the trees, including the evaluation of the expected future crop yield.

• We tested the accumulated production costs of the unharvested fruit crop on the trees that were subject to net realizable value adjustments.

• We recalculated the mathematical accuracy of the net realizable value of unharvested fruit crop on the trees.

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• We performed a retrospective review of management’s prior year expected future crop yield to actual results in the current year.

• We performed site observations and obtained industry data to evaluate the reasonableness of management's estimates of future crop yield.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical audit matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ GRANT THORNTON LLP

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Tampa, Florida

December 2, 2024

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Alico, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Alico, Inc.

(the Company) as of September 30, 2023, the related consolidated statements of operations, changes in equity and cash flows, for the year then ended, and the related notes (collectively, the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ RSM US LLP

We served as the Company’s auditor from 2007 to 2023.

Orlando, Florida

December 6, 2023

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November 24, 2025

CONSOLIDATED BALANCE SHEETS

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See accompanying notes to the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF OPERATIONS

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Total operating expenses 236,260 103,026

Gross (loss) profit ( 56,383 ) 6,446

Gross loss ( 192,194 ) ( 56,383 )

General and administrative expenses 11,707 11,071

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Interest expense ( 4,848 ) ( 3,538 )

Gain on sale of property & equipment 81,559 11,509

Gain on sale of property and equipment 21,769 81,559

Other income, net 256 —

Total other income, net 17,970 78,406

Income before income taxes 10,952 2,459

Income tax provision 4,597 801

Net income 6,355 1,658

(Loss) income before income taxes ( 185,931 ) 10,952

Income tax (benefit) provision ( 38,423 ) 4,597

Net (loss) income ( 147,508 ) 6,355

Net loss attributable to noncontrolling interests 174 618

Net income attributable to Alico, Inc.

Net (loss) income attributable to Alico, Inc.

common stockholders $ ( 147,334 ) $ 6,973

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common stockholders:

Earnings per common share:

(Loss) earnings per common share:

Basic $ ( 19.29 ) $ 0.91

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See accompanying notes to the consolidated financial statements .

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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Balance at September 30, 2024 8,416 $ 8,416 $ 20,184 788 $ ( 26,694 ) $ 249,253 $ 251,159 $ 5,136 $ 256,295

Net income (loss) — — — — — 6,973 6,973 ( 618 ) 6,355

Net loss — — — — — ( 147,334 ) ( 147,334 ) ( 174 ) ( 147,508 )

Dividends — — — — — ( 1,528 ) ( 1,528 ) — ( 1,528 )

Capital contribution received from noncontrolling interest — — — — — — — 368 368

Stock-based compensation — — 226 ( 17 ) 509 — 735 — 735

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See accompanying notes to the consolidated financial statements .

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CONSOLIDATED STATEMENTS OF CASH FLOWS

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Year Ended September 30,

Net cash (used in) provided by operating activities:

Net income $ 6,355 $ 1,658

Adjustments to reconcile net income to net cash used in operating activities:

Net cash provided by (used in) operating activities:

Net (loss) income $ ( 147,508 ) $ 6,355

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

Depreciation, depletion and amortization 176,639 15,010

Debt issue costs expense 292 209

Deferred income tax provision (benefit) 4,463 821

Deferred income tax (benefit) provision ( 38,418 ) 4,463

Gain on sale of property and equipment ( 21,769 ) ( 81,559 )

Impairment of long-lived assets 24,966 —

Inventory net realizable value adjustment 9,895 48,099

Loss on early extinguishment of debt 771 —

Loss on disposal of property and equipment 780 6,990

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Other liabilities 128 ( 416 )

Net cash used in operating activities ( 30,497 ) ( 6,254 )

Net cash provided by (used in) operating activities 20,126 ( 30,497 )

Cash flows from investing activities:

Purchases of property and equipment ( 5,504 ) ( 17,871 )

Acquisition of citrus groves — ( 77 )

Proceeds from sale of property and equipment 29,078 86,444

Proceeds from property and casualty insurance — 839

Other, net 570 ( 395 )

Net cash provided by (used in) investing activities 68,178 ( 4,123 )

Net cash provided by investing activities 24,144 68,178

Cash flows from financing activities:

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Principal payments on term loans ( 11,356 ) ( 20,491 )

Capital contribution received from noncontrolling interest 368 441

Borrowings on term loans 10,000 —

Capital contributions received from non-controlling interests — 368

Dividends paid ( 1,528 ) ( 1,524 )

Net cash (used in) provided by financing activities ( 37,975 ) 13,204

Net (decrease) increase in cash and cash equivalents and restricted cash ( 294 ) 2,827

Net cash used in financing activities ( 8,778 ) ( 37,975 )

Net increase (decrease) in cash and cash equivalents and restricted cash 35,492 ( 294 )

Cash and cash equivalents and restricted cash at beginning of the period 3,398 3,692

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Cash paid for interest, net of amount capitalized $ 3,915 $ 3,848

Cash paid for income taxes, net of refunds $ 890 $ —

Cash (received) paid for income taxes, net of refunds $ ( 1,624 ) $ 890

Supplemental disclosure of non-cash investing and financing activities:

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See accompanying notes to the consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Financial results are presented based upon these two business segments (Alico Citrus and Land Management and Other Operations).

On January 6, 2025, the Company announced a Strategic Transformation (the “Strategic Transformation”) in the Company’s business focus, to wind down its Alico Citrus division, which holds the Company’s citrus production operations, to focus on a long-term diversified land usage and real estate development strategy.

Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, the Company has decided to not spend further material capital on its citrus operations and to wind down substantially all of its Citrus’ primary operations after completion of the 2024-2025 harvest in April 2025.

In connection with this Strategic Transformation, on January 3, 2025, the Company’s Board of Directors (the “Board”) approved a reduction in the Company’s current workforce by up to 172 employees, which occurred effective on or about January 6, 2025 with respect to up to 135 employees, and was effective between April 1, 2025 and May 30, 2025 with respect to up to 37 employees.

The Board’s decision is part of cost-reduction initiatives aimed at providing investors with a greater return on capital that includes the benefits and stability of a conventional agriculture investment, with the optionality that comes with active land management.

In May 2025, the Company entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with them in its entirety following the fulfillment of all obligations under that agreement concerning the 2024/2025 Crop Year and all outstanding amounts had been settled by June 30, 2025.

Basis of Presentation

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Alico Land Development, Inc., Alico-Agri, Ltd., Alico Plant World, LLC, Alico Fruit Company, LLC, Alico Citrus Nursery, LLC, Alico Chemical Sales, LLC, 734 Citrus Holdings, LLC and subsidiaries, Alico Skink Mitigation, LLC and Citree Holdings 1, LLC (“Citree”).

The Company considers the criteria established under FASB ASC Topic 810, “Consolidations” in its consolidation process.

The Company considers the criteria established under FASB ASC Topic 810, “Consolidations” ("ASC 810") in its consolidation process.

All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company has an interest in the Corkscrew Grove Stewardship District (the "CGSD"), a special district created by the Florida State Legislature on June 25, 2025 and responsible for the construction, operations and maintenance of community infrastructure in eastern Collier County.

CGSD is a legal entity controlled by five board members consisting of Alico employees, which is also considered a Variable Interest Entity ("VIE");

however, the CGSD qualifies for a specific scope exception under ASC 810 and, therefore, is not subject to the VIE consolidation model.

Accordingly, the financial results of the CGSD are not consolidated in the Company's financial statements.

The Company is a party to a budget funding agreement with the CGSD for the purpose of providing funding necessary for the CGSD to carry out its operating purpose.

The Company has no explicit arrangements to provide financial support to the CGSD beyond the agreed-upon budget funding agreement (see Note 16.

Subsequent Events for further information ) The amount of financial support provided under the budget funding agreement was not material for the year ended September 30, 2025.

Use of Estimates

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Citree had a net loss of $ 356 and $ 1,261 for the years ended September 30, 2025 and 2024, respectively, of which a net loss of $ 182 and $ 643 were attributable to the Company for the years ended September 30, 2025 and 2024, respectively.

The net loss for the year ended September 30, 2025 was primarily due to lower revenue as a result of fruit drop caused by Hurricane Milton.

The net loss for the year ended September 30, 2024 was primarily due to lower revenue as Citree's trees continue to recover from the impact of Hurricane Ian.

The net loss for the year ended September 30, 2023 was primarily due to lower revenue as a result of the fruit drop from Hurricane Ian.

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Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments—Credit Losses (“ASC 326”):

Measurement of Credit Losses on Financial Instruments to introduce a new model for recognizing credit losses on financial instruments based on estimated current expected credit losses (" CECL").

Under the new standard, an entity is required to estimate CECL on trade receivables at inception, based on historical information, current conditions, and reasonable and supportable forecasts.

The guidance is effective for the Company for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.

Early application is permitted.

The Company adopted ASC 326 on October 1, 2023, and it did not have a material impact on the Company’s consolidated statements of operations, balance sheets, or cash flows in its Consolidated Financial Statements upon adoption.

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures,” which amends Topic 280 primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

ASU 2023-07 will become effective for us on October 1, 2024.

The Company is currently evaluating this guidance.

The adoption will modify disclosures but will not have an impact on the Company's consolidated statements of operations, balance sheets, or cash flows in its Consolidated Financial Statements.

ASU 2023-07 became effective for us on October 1, 2024.

The adoption resulted in incremental disclosures in our Segment Information footnote (see Note 11.

Segment Information for further information ) but did not have an impact on the Company's consolidated statements of operations, balance sheets, or cash flows in its Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which amends Topic 740 primarily through enhanced disclosures about an entity’s tax risks and tax planning.

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ASU 2023-09 will become effective for us on October 1, 2025.

The Company is currently evaluating the impact of the adoption of this accounting pronouncement on its tax disclosures but it will not impact the Company's consolidated statements of operations, balance sheets or cash flows in its Consolidated Financial Statements.

The Company expects to include certain additional income tax disclosures as a result of the adoption of this accounting pronouncement but it will not impact the Company's results of operations, financial condition or cash flows.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which amends Topic 220 primarily through requiring disclosures in the notes to financial statements about certain costs and expenses.

The amendments are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted on a prospective or retrospective basis.

ASU 2024-03 becomes effective for us on October 1, 2027.

The Company is currently evaluating the impact of the adoption of this accounting pronouncement.

The Company has reviewed other recently issued accounting standards which have not yet been adopted to determine their potential effect, if any, on the results of operations or financial condition.

Based on the review of these other recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures.

Based on the review of these other recently

issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures.

Reclassifications

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The Company is primarily engaged in the production of fruit for sale to citrus markets, which is of a seasonal nature, and subject to the influence of natural phenomena and wide price fluctuations.

Historically, the second and third quarters of Alico’s year produce most of the Company’s annual revenue.

However, due to the timing of the harvest for the year ended September 30, 2024, more of the citrus crop was harvested in the first and second quarters of this fiscal year.

Working capital requirements are typically greater in the first and fourth quarters of the year, coinciding with harvesting cycles.

The first and second quarters of Alico’s year produce most of the Company’s annual revenue.

Working capital requirements are typically greater in the third and fourth quarters of the year, coinciding with harvesting cycles.

Because of the seasonality of the business, results for any quarter are not necessarily indicative of the results that may be achieved for the full year ended September 30.

Stock Repurchase Program

On March 25, 2025, the Board approved a stock repurchase program.

The stock repurchase program authorizes the Company to repurchase up to $ 50,000 of the Company’s common stock, par value $ 1.00 (“Common Stock”) and will expire on April 1, 2028, subject to market conditions and other factors.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs.

Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18.

The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

As of September 30, 2025, no repurchases have been made under this plan.

Summary of Significant Accounting Policies

Revenue Recognition

Revenues are derived from the sale of processed fruit, fresh fruit, other citrus revenue, revenues from grove management services, leasing revenue and other resource revenues.

Revenues are derived from the sale of processed fruit, fresh fruit, other citrus revenue, revenues from grove management services, leasing revenue, royalties received from rock and sand mining and oil extraction rights and other resource revenues.

Most of the revenue is generated from the sale of citrus fruit to processing facilities, fresh fruit sales and grove management services.

For fruit sales, the Company recognizes revenue in the amount it expects to be entitled to be paid, determined when control of the products or services is transferred to its customers, which occurs upon delivery of and acceptance of the fruit by the customer and when the Company has a right to payment.

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For the sale of fruit, the Company has identified one performance obligation, which is the delivery of fruit to the processing facility of the customer (or harvesting of the citrus in the case of fresh fruit) for each separate variety of fruit identified in the respective contract with the respective customer.

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Under the terms of the Agreement, the Company is reimbursed by the third parties for all its costs incurred related to providing these services and receives a management fee based on acres covered under this agreement.

The Agreement may be terminated with written notice provided at least 60 days prior to the commencement of the next fiscal year, occurring subsequent to September 30, 2024 and with shorter notice under certain conditions.

On September 20, 2024, the Grove Management Agreement was extended until December 31, 2024.

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The Grove Management Agreement was terminated effective December 31, 2024.

The Company is the lessor in various arrangements to lease land to third parties for the purpose of farming (including leases of our citrus groves) hunting, and grazing.

These leases meet the criteria for operating lease classification.

Lease income associated with these leases is not material and leases generally have a term of one year or less.

The Company earns royalty revenue from granting rights to customers to extract rock and sand from its land.

Royalties are variable based on a percentage of gross sales of materials excavated by the customer.

These sales-based royalties are recognized at the point in time when the customer reports sales, in accordance with ASC 606’s royalty exception.

Disaggregated Revenue

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Land Management and Other Operations

Land and Other Leasing $ 1,284 $ 1,327

Leasing and Royalties $ 2,393 $ 1,284

Other 336 300

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The Company considers cash in banks and highly liquid instruments with an original maturity of three months or less to be cash and cash equivalents.

At various times throughout the year ended September 30, and as of September 30, 2024, some

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accounts held at financial institutions were in excess of the federally insured limit of $ 250 .

At various times throughout the years ended September 30, 2025 and 2024, some accounts held

at financial institutions were in excess of the federally insured limit of $ 250 .

The Company has not experienced any losses on these accounts and believes credit risk to be minimal.

Restricted Cash

Restricted cash of $ 248 at September 30, 2024 represents Cash-Secured Irrevocable Standby Letters of Credit to secure certain contractual obligations.

Restricted cash of $ 2,630 at September 30, 2023 is comprised of cash received from the sale of certain assets in which the use of funds is restricted.

For certain sales transactions, the Company sells property which serves as collateral for specific debt obligations and/or for which the Company intends to complete a (“1031 Exchange”) under section 1031 of the Internal Revenue Code.

A 1031 Exchange allows a taxpayer to defer all or a portion of income taxes on the sale of real property provided it can identify replacement real property within 45 days and close on the purchase of the replacement real property within 180 days after the closing of the initial sale.

If an acceptable transaction is not consummated within this time period, the Company will need to pay income taxes on the gain from the sales transaction.

Restricted cash of $ 762 and $ 248 at September 30, 2025 and 2024, respectively, represents Cash-Secured Irrevocable Standby Letters of Credit to secure certain contractual obligations.

(in thousands) September 30,

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Tropicana $ — $ — $ 38,434 $ 40,466 87.2 % 86.8 %

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The citrus industry is subject to various factors over which growers have limited or no control, including weather conditions, disease, pestilence, water supply and market price fluctuations.

Market prices are highly sensitive to aggregate domestic and foreign crop sizes, as well as factors including, but not limited to, weather and competition from foreign countries.

The overall increase in Tropicana revenue, as a percentage of sales, was primarily due to an increase in pound solids produced during the year ended September 30, 2024, as we began to recover from Hurricane Ian which negatively impacted our harvest during the year September 30, 2023.

Tropicana revenue increase, as a percentage of sales, was primarily due to a decrease in Grove Management Services revenue and an increase in price per pound solids, partially offset by a decrease in total pound solids produced during the year ended September 30, 2025, as a result of Hurricane Milton, which negatively impacted our harvest during the year ended September 30, 2025.

Accounting for government grants

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For income-based grants, the Company recognizes the income on a systemic basis over the periods in which it recognizes as expense the related costs for which the grant was intended to compensate.

In the year ended September 30, 2024, the Company received $ 2,962 of grant money from the Citrus Research and Field Trial Foundation’s (“CRAFT”) program to assist citrus growers in the State of Florida using Oxytetracycline (“OTC”) and other approved therapies to combat the effect of “greening” of their citrus trees.

These funds (including $ 35 received in October 2024) were recognized as a component of Inventories ($ 1,192 at September 30, 2024) in the Company’s Consolidated Balance Sheet and as a reduction of Operating expenses ($ 1,805 during the year ended September 30, 2024) in its Consolidated Statement of Operations as the fruit was sold, in order to align it to the period over which the expense related to the OTC treatments is recognized.

In the years ended September 30, 2025 and 2024, the Company received $ 1,330 and $ 2,962 , respectively, of grant money from the Citrus Research and Field Trial Foundation’s (“CRAFT”) program to assist citrus growers in the State of Florida using Oxytetracycline (“OTC”) and other approved therapies to combat the effect of “greening” of their citrus trees.

These funds (including $ 35 received in October 2024 included in 2024 CRAFT funds above) were recognized as a component of Inventories ($ 425 and $ 1,192 at September 30, 2025 and 2024, respectively) in the Company’s Consolidated Balance Sheets and as a reduction of Operating expenses ($ 905 and $ 1,805 during the years ended September 30, 2025 and 2024, respectively) in its Consolidated Statements of Operations as the fruit was sold, in order to align it to the period over which the expense related to the OTC treatments is recognized.

These grant monies were received in exchange for providing certain historical data to the CRAFT Foundation about the Company’s citrus groves.

The $ 1,805 of CRAFT funds received in January of 2024 covered substantially all of the costs of the OTC application for 2023-2024 harvest, $ 1,192 of CRAFT funds recognized in Inventories on the balance of the year ended September 30, 2024 covers approximately 35 % of the cost of OTC treatment for the 2024-2025 harvest season.

The Company may continue, but is not obligated, to participate in future CRAFT programs on the effects of the use of OTC on its Citrus Trees.

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After the planting, caretaking costs or pre-productive maintenance costs are capitalized for 4 years.

After 4 years, a planting is considered to have reached maturity and the accumulated costs are depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated.

After 4 years, a planting is considered to have reached maturity and the accumulated costs were historically depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated.

Property and Equipment, Net for a discussion of a change in the estimated useful life of the Company’s citrus trees, certain equipment (principally irrigation related), and the Buildings and improvements within its citrus groves.

Real estate costs incurred for the acquisition, development and construction of real estate projects are capitalized.

Depreciation is provided on a straight-line basis over the estimated useful lives of the depreciable assets, with the exception of leasehold improvements and assets acquired through finance leases, which are depreciated over their estimated useful lives if the lease transfers ownership or contains a bargain purchase option.

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The estimated useful lives for property and equipment are primarily as follows:

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Alico’s cash flow estimates are based on historical results adjusted to reflect best estimates of future market conditions and operating conditions.

For the years ended September 30, 2024 and 2023, the Company did not recognize any impairment of long-lived assets.

The Company has determined that the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets is the Grove level and includes, its Citrus Trees, Land, certain equipment (principally irrigation related) and the Buildings and improvements within its citrus groves, which are used together to generate cash flows from fruit for sales to its customers.

For the year ended September 30, 2025, the Company recognized an impairment of its long-lived assets at one of its groves, as well as its young trees, which were not yet being depreciated, of $ 24,966 , which was recorded within Operating expenses in its Alico Citrus Segment.

The fair value of the assets which were determined to be impaired were based primarily on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025.

No impairment of long-lived assets was recognized during the year ended September 30, 2024.

As of September 30, 2025 and 2024, long-lived assets were comprised of property and equipment.

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If a potential impairment is identified, the Company will determine the amount of goodwill impairment by comparing the fair value of a reporting unit with its carrying amount.

As of September 30, 2024 and 2023, no impairment was required.

As of September 30, 2025 and 2024, no impairment was recognized.

Other Non-Current Assets

Other non-current assets primarily include intangible assets relating to mineral rights, water permits, right-of-use assets relating to lease obligations, investments owned in agricultural cooperatives, cash surrender value on life insurance, and deposits on the purchase of citrus trees.

Investments in stock related to agricultural cooperatives are carried at cost.

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The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities.

Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are

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expected to be recovered or settled.

Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date.

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Non-vested restricted shares of common stock entitle the holder to receive non-forfeitable dividends upon issuance and are included in the calculation of diluted earnings per common share.

There were 36,500 stock options and 38,000 Market-based Restricted Stock Units, which were excluded from the calculation of dilutive securities at September 30, 2025 and 38,000 stock options which were excluded from the calculation of dilutive securities at September 30, 2024, as they were anti-dilutive.

Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the equity award at the grant date and is expensed on a straight-line basis over the vesting period.

Upon the vesting of restricted stock, the Company issues common stock from common shares held in treasury.

Upon the vesting of equity awards, the Company issues common stock from common shares held in treasury.

The Company recognizes the impact of forfeitures as they occur.

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The Company records its inventory at the lower of cost or net realizable value.

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During the years ended September 30, 2024 and 2023 the Company recorded $ 48,099 and $ 1,616 , respectively, for adjustments to reduce inventory to net realizable value, within Operating expenses, which includes $ 19,549 recognized at September 30, 2024.

The incremental inventory adjustment is the result of expectations for a significantly lower than anticipated harvest of the Early and Mid-Season and Valencia crops for the 2024-2025 season.

The remainder of the adjustment for the year ended September 30, 2024 was due to significantly lower than anticipated harvests of the Early and Mid-Season and Valencia crops, during the 2023/2024 crop seasons as a result of the continued recovery from the impacts of Hurricane Ian.

The adjustment for the year ended September 30, 2023 was due to the premature drop of unharvested fruit as a result of Hurricane Ian in September 2022.

During the years ended September 30, 2025 and 2024 the Company recorded $ 9,895 and $ 48,099 , respectively, for adjustments to reduce inventory to net realizable value, within Operating expenses.

The inventory adjustment for the year ended September 30, 2025 was driven by an increase in fruit drop as a result of Hurricane Milton.

The adjustment for the year ended September 30, 2024 was the result of significantly lower than anticipated harvest of the Early and Mid-Season and Valencia crops for the 2023-2024 season as a result of the continued recovery from the impacts of Hurricane Ian.

During the year ended September 30, 2025 the Company received insurance proceeds relating to Hurricane Milton of $ 20,381 for crop claims.

No further insurance proceeds are expected.

In the year ended September 30, 2024, the Company received insurance proceeds relating to Hurricane Ian of $ 299 for crop claims, as part of a final true-up of amounts due.

In the year ended September 30, 2023, the Company received insurance proceeds relating to Hurricane Ian of $ 27,389 for crop claims and $ 839 relating to property and casualty damage claims, all of which have been recorded as a reduction in operating expenses in the Consolidated Statements of Operations.

The Company was eligible for Hurricane Irma federal relief programs for block grants that were being administered through the State of Florida in 2023.

During the year ended September 30, 2023, the Company received $ 1,315 , under the Florida Citrus Recovery Block Grant (“CRBG”) program.

No further federal relief proceeds are expected related to Hurricane Irma.

These federal relief proceeds are included as a reduction to operating expenses in the Consolidated Statements of Operations.

On October 9, 2024, Hurricane Milton hit Florida and the Company's citrus groves sustained hurricane or tropical storm force winds for varying durations of time.

Based on observations to date, the Company sustained minimal tree damage;

however, there was measurable fruit drop from trees in our northern groves, particularly in Polk and Hardee County.

The Company will continue to evaluate the impact of the Hurricane on its anticipated harvest in assessing any incremental write-down to be recognized at December 31, 2024.

However, an estimate of the amount of any incremental write-down to inventory cannot be made at this time.

All crop insurance was recognized as a reduction in operating expenses in the Consolidated Statements of Operations in the period it was received and is included in fresh fruit and other segment expenses.

Assets Held for Sale

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Total assets held for sale $ 9,176 $ 3,106

On April 19, 2024, the Company entered into an agreement to sell 798 acres of citrus land, which were not producing as expected, for $ 7,183 ($ 9,000 per acre).

This agreement includes an option to purchase approximately 680 additional acres within ten months of the closing date of the sale, at the same price per acre.

The 798 acre sale closed on June 28, 2024 (included in the September 30, 2024 land sales below).

In addition, the Company has a purchase option agreement to sell 899 acres of ranch and citrus land for $ 10,333 ($ 11,494 per acre) that expires on January 13, 2025.

During the year ended September 30, 2024, we sold approximately 18,354 acres of land for approximately $ 86,217 and recognized a gain of $ 81,416 (including 17,229 acres of the Alico Ranch to the State of Florida for approximately $ 77,631 in gross proceeds).

During the year ended September 30, 2023 we sold approximately 2,225 acres of ranch land for $ 12,000 and recognized a gain of $ 11,432 .

The Company recorded no impairment loss during the years ended September 30, 2024 and 2023.

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During the year ended September 30, 2024, the Company used a portion of the proceeds from these various asset sales to pay down debt (see Note 7.

Long-Term Debt and Lines of Credit for further information) and for general corporate purposes.

During the year ended September 30, 2023, these proceeds were used for general corporate purposes.

As of September 30, 2025, the Company had agreements to sell 3,526 acres of land, for $ 34,452 ($ 9,771 per acre).

During the year ended September 30, 2025, the Company completed the sale of substantially all of the equipment and vehicles that it had designated as Held for Sale, as a result of the Strategic Transformation for approximately $ 5,290 and recognized a gain of $ 1,618 .

During the year ended September 30, 2025, the Company sold approximately 2,796 acres of land for approximately $ 23,807 and recognized a gain of $ 20,319 .

During the year ended September 30, 2024, the Company sold approximately 18,354 acres of ranch land for $ 86,217 and recognized a gain of $ 81,416 (including 17,229 acres of the Alico Ranch to the State of Florida for approximately $ 77,631 in gross proceeds).

During the years ended September 30, 2025 and 2024, the Company used the proceeds from these various asset sales for general corporate purposes and to pay down debt (see Note 8.

Long-Term Debt and Lines of Credit for further information).

Property and Equipment, Net

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For the years ended September 30, 2025 and 2024 the Company recognized a loss on the disposal of property and equipment of $ 780 and $ 6,990 , respectively, due to tree clippings, which has been recognized within Operating expenses.

These losses were principally driven by a decision not to continue to provide caretaking for certain groves which were under performing and a decision to enter a lease with a third-party to remove certain trees in exchange for allowing them to utilize a portion of the grove for other agricultural development during the years ended September 30, 2024 and 2023, respectively.

For the years ended September 30, 2024 and 2023 depreciation expense was $ 14,959 and $ 15,444 , respectively and depletion expense was $ 51 and $ 43 , respectively.

These losses in 2024 were principally driven by a decision not to continue to provide caretaking for certain groves which were under performing and a decision to enter a lease with a third-party to remove certain trees in exchange for allowing them to utilize a portion of the grove for other agricultural development.

In January 2025, the Company evaluated the recoverability of the fixed assets in its Citrus Segment, as a result of the announcement of its Strategic Transformation.

The decision to wind down the Company’s citrus groves constituted an impairment indicator and it performed an impairment analysis of its property and equipment at January 6, 2025.

The Company determined that the asset group for testing impairment is the grove level and includes the Citrus trees, Land, certain Equipment (principally irrigation related) and the Buildings and improvements within its citrus groves.

This grouping is required as the cash flows from the sales of fruit cannot be specifically attributed to any of the individual components and the caretaking of the groves is interdependent on the existence of all assets in the asset group.

As a result of this analysis, the Company determined that there was an impairment of its young trees, which were not yet being depreciated and its long-lived assets at one of its groves of $ 24,966 , which was recorded within Operating expenses in its Alico Citrus Segment.

This analysis was based on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025.

Furthermore, the estimated useful life of the Company’s citrus trees had been impacted and their lives were changed to a range of four to sixteen months depending upon whether the trees will be abandoned at the end of the Fiscal Year 2025 harvest season or if they are either being retained or leased for another year, which is expected to conclude in April 2026, respectively.

The Company recognized accelerated depreciation on its trees and certain of its other fixed assets of approximately $ 162,680 for the year ended September 30, 2025.

Citree was not impacted by the Strategic Transformation and as such no change in estimated useful life was deemed necessary.

The impact of the accelerated depreciation on net income for the year ended September 30, 2025 was $ 128,517 and the impact on both Basic and Diluted earnings per share for the year ended September 30, 2025 was a loss of $ 16.82 , respectively.

For the years ended September 30, 2025 and 2024 depreciation was $ 176,575 and $ 14,959 , respectively, and depletion expense was $ 64 and $ 51 , respectively.

During the year ended September 30, 2025, the Company exchanged citrus land with various third-parties which had a carrying value of $ 501 .

No cash was exchanged as part of these transactions.

The exchange was evaluated under ASC Topic 845, Non-monetary Transactions and the transactions were deemed not to have commercial substance because the expected future cash flows of the Company were not expected to change significantly as a result of the exchange.Accordingly, the Company recorded the land received at the carrying value of the land of the land given up.

Accrued Liabilities

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Total accrued liabilities $ 4,563 $ 5,366

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Restructure and Other Charges

On January 3, 2025, the Board approved the Strategic Transformation and associated reduction in the Company’s current workforce by up to 172 employees.

This workforce reduction was effective on January 6, 2025 with respect to 135 employees, and was effective between April 1, 2025 and May 30, 2025 with respect to 34 employees (see Note 1.

Description of Business and Basis of Presentation for further information on the Strategic Transformation).

(in thousands) Personnel Other Total

Balance at September 30, 2024 $ — $ — $ —

Restructure expense 2,325 313 2,638

Restructure payments ( 2,325 ) ( 313 ) ( 2,638 )

Balance at September 30, 2025 $ — $ — $ —

These Restructure and other charges were incurred in the Company’s Citrus Segment with Personnel costs of $ 2,093 and $ 232 being recognized in Operating expenses and General and administrative expenses , respectively, and Other costs of $ 313 , principally representing legal costs, recognized in General and administrative expense during the year ended September 30, 2025 (see Note 5.

Property and Equipment, Net for information on the Asset Impairment ).

As of September 30, 2025, the restructuring plan is complete.

Long-Term Debt and Lines of Credit

The following table summarizes long-term debt at September 30, 2025 and September 30, 2024:

(in thousands) September 30, 2024 September 30, 2023

(in thousands) Interest Rate September 30, 2025 September 30, 2024

Long-term debt, net of current portion:

Met fixed-rate term loans 3.85 % $ 70,000 $ 70,000

Met variable-rate term loans — 19,094

Met fixed-rate term loan II 6.21 % 10,000 —

Met Citree term loan 5.28 % 3,450 3,700

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RLOC $ 2,500 $ 8,394

WCLC — 24,722

Deferred financing fees (1)

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Total $ 5,254 $ 4,798

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The Company’s credit facilities originally consisted of fixed interest rate term loans originally in the amount of $ 125,000 (“Met Fixed-Rate Term Loans”), variable interest rate term loans originally in the amount of $ 57,500 (“Met Variable-Rate Term Loans”), a $ 25,000 revolving line of credit (“RLOC”) with Metropolitan Life Insurance Company ( “Met”) and a $ 70,000 working capital line of credit (“WCLC”) with Rabo Agrifinance, Inc.

On September 17, 2024, the Company amended the credit agreement with Met (the "Amended Credit Agreement") and the term loans and RLOC (the "Amended RLOC").

The Company’s credit facilities previously consisted of fixed interest rate term loans initially in the amount of $ 125,000 (“Met Fixed-Rate Term Loans”), variable interest rate term loans initially in the amount of $ 57,500 (“Met Variable-Rate Term Loans”), a $ 25,000 revolving line of credit (“RLOC”) with MetLife Investment Management, LLC for each of Metropolitan Life Insurance Company and New England Life Insurance Company (collectively “Met”) and a $ 70,000 working capital line of credit (“WCLC”) with Rabo Agrifinance, Inc.

On December 26, 2023, the Company repaid the outstanding balance of $ 19,094 , plus accrued interest, on its Met Variable-Rate Term Loans.

On September 17, 2024, the Company entered into a Sixth Amendment (the “Sixth Amendment") to its amended and restated credit agreement dated as of December 1, 2014, as amended to date, by and among the Company, Alico Land Development Inc., Alico Fruit Company, LLC and Met (as amended, restated, supplemented or otherwise modified from time to time, the “MetLife Credit Agreement”) and amended the term loans and RLOC (the "Amended RLOC").

The primary terms of the amendments include an increase in the capacity of the Amended RLOC to $ 95,000 and an extension of its maturity to May 1, 2034.

In connection with entrance into the Amended Credit Agreement, the Company also repaid current borrowings under the WCLC with Rabo and there were no available borrowings under this facility at September 30, 2024, which was cancelled in October 2024.

As a result of the Amended Credit Agreement, the credit facilities now include the Met Fixed-Rate Term Loans and the Amended RLOC.

The term loans and RLOC are secured by real property.

The security for the term loans and RLOC as of the most recent amendment, consists of approximately 36,800 gross acres of citrus groves.

The Met Fixed-Rate Term Loans are interest-only, with a balloon payment to be paid at maturity on November 1, 2029.

In connection with entrance into the Sixth Amendment, the Company also repaid current borrowings under the WCLC with Rabo and as of September 30, 2024 there were no available borrowings under this facility, which was cancelled in October 2024.

As a result of the Sixth Amendment, the credit facilities now include the Met Fixed-Rate Term Loans and the Amended RLOC.

On March 31, 2025, the Company entered into a Seventh Amendment to the MetLife Credit Agreement (the “Seventh Amendment”) to, among other things, remove the Debt Service;

Tangible Net Worth;

Current Ratio and Debt to Total Assets Ratio covenants in their entirety.

These restrictive covenants were replaced with a Quarterly Liquidity Covenant which requires the Company to maintain cash and cash equivalents in an amount equal to 1.5 multiplied by the cumulative sum of:

(i) the scheduled principal and interest payments due under the debt owed to Met and Prudential which may be due and payable during the immediately following twelve month period and (ii) the projected interest payments due under the Amended RLOC (the “Minimum Liquidity Requirement”).

In addition, the Company must maintain Cash and cash equivalents and Current Assets less Current liabilities (“Working Capital”) in excess of the Minimum Liquidity Requirement.

At September 30, 2025, the Minimum Liquidity Requirement was $ 5,858 .

On September 29, 2025, the Company entered into an Eighth Amendment (the “Eighth Amendment”) to the credit agreement with Met (the "Eighth Amendment").

Among other things, the Eighth Amendment provided for a new $ 10,000 fixed rate term loan bearing interest at 6.21 % ("Met Fixed-Rate Term Loan II") with a maturity date of May 1, 2034;

amended certain mortgages to add additional real property as collateral and add additional mortgagors;

and modified the loan-to-value ratio covenant to require that the LTV Ratio be at all times less than 50 %.

The proceeds from the Met Fixed-Rate Term Loan II were used to repay all outstanding borrowings under the Company's loan agreement with Prudential Mortgage Capital Company, LLC, dated December 31, 2012 (as amended to date, the "Prudential Credit Agreement") consisting of Pru loans A & B with aggregate principal of $ 9,297 , plus a prepayment premium of $ 649 and accrued interest.

As a result of such repayment, the Prudential Credit Agreement was terminated in accordance with its terms.

The Met Fixed-Rate Term Loan II is interest-only, with a balloon payment due at maturity on May 1, 2034 and reduces the Company's total required annual principal repayments by $ 1,160 per year.

The term loans and Amended RLOC are secured by real property.

The security for the term loans and RLOC as of the most recent amendment, consists of approximately 40,428 gross acres of land.

The Met Fixed-Rate Term Loans are interest-only, with a balloon payment due at maturity on November 1, 2029.

The interest rate on these Met Fixed-Rate Term Loans is 3.85 %.

The Met Variable-Rate Term Loans were subject to quarterly principal payments of $ 406 and bore an interest rate equal to One Month Term Secured Overnight Financing Rate ("SOFR") plus 175 basis points (the “SOFR spread”).

The SOFR spread was subject to adjustment by Met every 2 years beginning May 1, 2023, until maturity.

Interest on the term loans was payable quarterly.

The interest rates on the Met Variable-Rate Term Loans were 7.52 % per annum as of September 30, 2023.

Effective February 17, 2023, the Company agreed to defer the next three quarterly principal payments which were previously due May 2023, August 2023 and November 2023 to the maturity date of the loan on November 1, 2029.

On December 26, 2023, the Company repaid the outstanding balance of $ 19,094 , plus accrued interest, and no further borrowings are possible on these loans.

With respect to the RLOC, for the year ended September 30, 2023, the interest rate was SOFR plus 175 basis points.

The SOFR spread was subject to adjustment by lender every 2 years beginning May 1, 2023, until maturity on November 1, 2029 and was subject to an annual commitment fee of 25 basis points on the unused portion of the line of credit, which was available for funding general corporate purposes.

The Amended RLOC bears interest rate at SOFR plus 220 basis points (the "Amended SOFR Spread"), with a SOFR floor of 5.00 % and a minimum balance of $ 2,500 .

The SOFR spread and SOFR floor are subject to adjustment by lender every 2.0 years beginning January 1, 2026 and every two years thereafter until maturity.

The RLOC is subject to an annual commitment fee of 25 basis points on the unused portion of the line of credit and is available for funding general corporate purposes.

At September 30, 2024 and 2023, $ 86,606 and $ 25,000 , was available under the RLOC, respectively, and $ — and $ 45,030 was available under the WCLC, respectively.

The variable interest rate on the Amended RLOC and the RLOC, respectively, was 7.30 % per annum and 7.52 % per annum as of September 30, 2024 and September 30, 2023, respectively.

The Amended RLOC is subject to an annual commitment fee of 25 basis points on the unused portion of the line of credit and is available for funding general corporate purposes.

At September 30, 2025 and 2024, $ 92,500 and $ 86,606 , respectively, was available under the Amended RLOC.

The variable interest rate on the Amended RLOC was 6.56 % per annum and 7.30 % per annum as of September 30, 2025 and September 30, 2024, respectively.

The WCLC was a revolving credit facility which is available for funding working capital and general corporate requirements.

As of September 30, 2024 no borrowings were available borrowings under the WCLC and the agreement and was terminated in October 2024, once the accrued interest was paid.

T he WCLC agreement was amended on October 27, 2022 and the primary terms of the amendment were an extension of the maturity to November 1, 2025, and the conversion of the interest rate from LIBOR plus a spread to SOFR plus a spread.

This spread was adjusted quarterly, based on the Company’s debt service coverage ratio for the preceding quarter and can vary from 175 to 250 basis points .

The variable interest rate was 4.31 % per annum as of September 30, 2023.

The WCLC provided for Rabo to issue up to $ 2,000 in letters of credit on the Company’s behalf, of which $ 248 were issued as of September 30, 2023.

The WCLC had provided for Rabo to issue up to $ 2,000 in letters of credit on the Company’s behalf, none of which were issued as of September 30, 2024.

The WCLC was collateralized by the Company’s current assets and certain other personal property owned by the Company.

These credit facilities noted above are subject to various covenants, including the following financial covenants:

(i) minimum debt service coverage ratio of 1.10 to 1.00;

(ii) tangible net worth of at least $ 160,000 increased annually by 10 % of consolidated net income for the preceding years, or $ 174,628 applicable for the year ended September 30, 2024;

(iii) minimum current ratio of 1.50 to 1.00;

(iv) debt to total assets ratio not greater than .625 to 1.00;

and (v) solely in the case of the WCLC, a limit on capital expenditures of $ 30,000 per year ended September 30.

As of September 30, 2024, the

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Company was in compliance with all of the financial covenants.

There were no changes to the covenants in the Amended Credit Agreement, except to include a 55 % Loan To Value Cap (the "LTV CAP") on the value of the term loans and RLOC capacity.

At September 30, 2024, the Company was able to draw the entire amount of the RLOC, less current borrowings, and remain under the LTV Cap.

As of September 30, 2025, the Company was in compliance with all of the financial covenants and was able to draw the entire amount of the RLOC, less current borrowings, and remain under the LTV Cap.

Credit facilities also include a Met Life term loan collateralized by 1,200 gross acres of citrus grove owned by Citree (“Met Citree Loan”).

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Principal and interest payments are made on a quarterly basis.

The loan matures in February 2029.

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The loans are collateralized by approximately 5,700 acres of citrus groves in Collier, Hardee, Highlands and Polk Counties, Florida and mature on June 1, 2029 and June 1, 2033, respectively.

The Pru Loans A & B are subject to a financial covenant whereby the consolidated current ratio requirement is 1.00 to 1.00.

Silver Nip Citrus was in compliance with the current ratio covenant as of September 30, 2024.

On September 29, 2025, the Company repaid the outstanding balance on the Pru loans A & B.

Deferred Financing Costs

Costs incurred to obtain financing are deferred and amortized to "Interest expense" in the consolidated statement of operations over the related financing period using the effective interest method.

Costs incurred to obtain financing are deferred and amortized to "Interest expense" in the Consolidated Statements of Operations over the related financing period using the effective interest method.

The Company records debt issuance costs as a direct reduction of the carrying value of the related debt.

Financing costs related to the undrawn RLOC are included in "Other non-current assets" in the Consolidated Balance Sheets.

The Federal and State filings remain subject to examination by tax authorities for tax periods ending after September 30, 2018.

The income tax provision for the years ended September 30, 2024 and 2023 consists of the following:

The Federal and State filings remain subject to examination by tax authorities for tax periods ending after September 30, 2022 and 2021, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results.

The OBBBA allows for the addback of tax depreciation and amortization when computing interest limitations under Section 163(j) of the U.S.

Internal Revenue Code of 1986, as amended, a reinstatement of elective 100% first-year bonus depreciation for qualified property acquired after January 19, 2025, and a more favorable tax rate on Foreign-derived Deduction Eligible Income and income from non-U.S.

subsidiaries (Net CFC Tested Income), among other provisions.

The Company has evaluated the impact of these provisions and noted an immaterial impact to fiscal year 2025.

However, the Company is still currently evaluating the impact of these provisions which could affect the Company’s effective tax rate and deferred tax assets in future periods.

A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the tax reform.

The impact of those tax provisions in the OBBBA will depend on our facts in each year and anticipated guidance from the U.S.

Department of the Treasury.

The income tax (benefit) provision for the years ended September 30, 2025 and 2024 consists of the following:

(in thousands) Years Ended September 30,

Federal income tax $ 99 $ ( 18 )

State income tax 34 ( 2 )

Federal $ ( 1 ) $ 99

State ( 3 ) 34

Total current ( 4 ) 133

Federal income tax 2,260 630

State income tax 616 330

Federal ( 37,327 ) 2,260

State ( 9,428 ) 616

Valuation allowance 8,336 1,588

Total deferred ( 38,419 ) 4,464

Income tax provision $ 4,597 $ 801

Income tax provision attributable to income before income taxes differed from the amount computed by applying the statutory federal income tax rate of 21% to income before income taxes for each of the years ended September 30, 2024 and September 30, 2023, respectively, as a result of the following:

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Income tax (benefit) provision $ ( 38,423 ) $ 4,597

Income tax (benefit) provision attributable to income before income taxes differed from the amount computed by applying the statutory federal income tax rate of 21% to (loss) income before income taxes for each of the years ended September 30, 2025 and September 30, 2024, respectively, as a result of the following:

(in thousands) Years Ended September 30,

Amount Tax Rate Amount Tax Rate

Income tax at the statutory federal rate $ 2,300 21.0 % $ 516 21.0 %

Income tax (benefit) provision at the statutory federal rate $ ( 39,018 ) 21.0 % $ 2,300 21.0 %

Increase (decrease) resulting from:

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Other 25 — % 68 0.6 %

Income tax provision $ 4,597 42.0 % $ 801 32.6 %

Income tax (benefit) provision $ ( 38,423 ) 20.6 % $ 4,597 42.0 %

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of September 30, 2025, and 2024 are presented below:

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Interest expense limitation 2,681 1,605

Other 115 129

Total deferred tax assets 27,860 21,899

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Both the federal and state net operating losses have an indefinite life.

The Company has a partial valuation allowance on our charitable contribution carryforward as of September 30, 2024 and 2023.

The Company has a partial valuation allowance on both our charitable contribution carryforward balance and federal and state tax loss carryforward balances as of September 30, 2025 and a partial valuation allowance on our charitable contribution carryforward balance at September 30, 2024.

The valuation allowance at September 30, 2025 and 2024 was $ 14,094 and $ 5,757 , respectively.

Stock-based Compensation

Effective January 27, 2015, the Company’s Board of Directors adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provides for up to 1,250,000 common shares available for issuance to provide a long-term incentive plan for officers, employees, directors and/or consultants to directly link incentives to stockholder value, with 1,127,000 remaining available for issuance under the 2015 Plan.

Effective January 27, 2015, the Board adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provides for up to 1,250,000 common shares available for issuance to provide a long-term incentive plan for officers, employees, directors

and/or consultants to directly link incentives to stockholder value, with 1,073,879 remaining available for issuance under the 2015 Plan.

The 2015 Plan was approved by the Company’s stockholders in February 2015.

The Company’s 2015 Plan provides for grants to executives in various forms including restricted shares of the Company’s common stock and stock options.

Awards are discretionary and are determined by the Compensation Committee of the

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Board of Directors.

An amendment and restatement of the 2015 Plan was approved by the Board on December 17, 2024 and by shareholders on February 28, 2025 at the Company Annual Shareholders Meeting (the “Amended and Restated 2015 Plan”).

The Amended and Restated 2015 Plan provides for grants to eligible participants in various forms including restricted shares of the Company’s common stock, restricted stock units and stock options.

Awards are discretionary and are determined by the Compensation Committee of the Board of Directors.

Awards vest based upon service conditions.

Non-vested restricted shares generally vest over requisite service periods of one to six years from the date of grant.

The Company recognizes stock-based compensation expense for (i) Board of Directors fees (generally paid in treasury stock);

The Company recognizes stock-based compensation expense for (i) Board fees (generally paid in treasury stock);

and (ii) other awards under the 2015 Plan (paid in restricted stock and stock options).

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Stock Compensation – Board of Directors

The Board of Directors can either elect to receive stock compensation or cash for their fees for services provided.

Stock-based compensation expense relating to the Board of Directors fees was $ 493 and $ 588 for the years ended September 30, 2024, and 2023, respectively.

The Board can either elect to receive stock compensation or cash for their fees for services provided.

Stock-based compensation expense relating to the Board fees was $ 478 and $ 493 for the years ended September 30, 2025, and 2024, respectively.

Restricted Stock Awards (“RSAs”)

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Outstanding at September 30, 2024 17,500 $ 37.82

Vested during year 2024 (a) ( 35 ) 32.30

Forfeited during year 2024 ( 5 ) 32.30

Outstanding and expected to vest at 2024 (b) 17,500 $ 37.82

The total fair value of all RSAs vested in year 2024 and 2023 was $ 1 and $ 417 , respectively.

Vested during year 2025 ( 8,750 ) 37.82

Outstanding and expected to vest at 2025 (a) 8,750 $ 37.82

The weighted average remaining contractual term is 0.3 years and the aggregate intrinsic value of RSAs expected to vest is $ 303 .

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Vested and outstanding – September 30, 2024 38,000 $ 33.74 2.3 —

Stock compensation expense related to the options totaled $ 0 and $ 18 for the years ended September 30, 2024 and 2023, respectively.

Expired during year 2025 ( 1,500 ) — 1.3 —

Vested and outstanding – September 30, 2025 36,500 $ 33.74 1.3 33,580

No stock compensation expense was recognized for the options during the years ended September 30, 2025 and 2024, respectively.

Forfeitures of RSAs and stock options were recognized as incurred.

At September 30, 2025 and September 30, 2024, there was no unrecognized stock compensation costs related to unvested share-based compensation for the option grants.

Market-based Restricted Stock Units

On December 23, 2024, the Company granted market-based restricted stock units ("MRSUs") to one of its executives, which will be eligible to be earned if at any time prior to September 30, 2027, the average 30-day closing per share price of the Company’s Common Stock exceeds the applicable price per share thresholds set forth below:

Price Per Share Threshold Number of MRSUs Earned

$ 35 per share

$ 40 per share

$ 45 per share

The earned MRSUs will then be subject to time-based vesting on September 30, 2027, subject to continued service through such date.

Stock compensation expense will be recognized ratably over the term of the award.

The assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s MRSUs on the grant date are as follows:

Expected volatility of stock price 33.14 %

Risk-free interest rate 4.26 %

Expected term of awards (years) 2.77

Dividend yield 0.76 %

Grant date stock price $ 26.15

Market-based Restricted Stock Units Shares Weighted-

Outstanding at September 30, 2024 — $ —

Granted 38,000 $ 12.32

Outstanding at September 30, 2025 (a) 38,000 $ 12.32

The weighted average remaining contractual term is 2.3 years and the aggregate intrinsic value of MRSUs expected to vest is $ 1,317 .

For the years ended September 30, 2025 and 2024, total unrecognized stock compensation costs for MRSUs was $ 338 and $ 0 , respectively.

Forfeitures of RSAs, stock options and MRSUs are recognized as incurred.

Stock-based compensation expense related to MRSUs for the years ended September 30, 2025 and 2024, was $ 130 and $ 0 , respectively.

Total stock-based compensation expense for the years ended September 30, 2025 and 2024, which was recognized in general and administrative expense, was $ 735 and $ 719 , respectively.

Segment Information

Operating segments are defined in the criteria established under the FASB ASC Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial

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information is available and which is evaluated regularly by the Company’s chief operating decision maker (“CODM”) in deciding how to assess performance and allocate resources.

The Company’s CODM assesses performance and allocates resources based on two reportable segments:

Our Chief Executive Officer, who is also our chief operating decision maker (“CODM”), assesses performance and allocates resources based on the operating performance of two reportable segments:

Alico Citrus and Land Management and Other Operations.

The operating segments represent the primary components that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is regularly provided to the Company’s CODM.

In identifying our reportable segments, the Company also considered the nature of services provided by our operating segments, economic characteristics in which the segments operate and other relevant factors.

Total revenues represent sales to unaffiliated customers, as reported in the Consolidated Statements of Operations.

Goods and services produced by these segments are sold to wholesalers and processors in the United States who prepare the products for consumption.

The Company evaluates the segments’ performance based on direct margins (gross profit) from operations before general and administrative expenses, interest expense, other income (expense) and income taxes, not including nonrecurring gains and losses.

The Company's CODM evaluates the segments’ performance based on Revenues and Gross profit (loss) from operations.

Information by reportable segment is as follows:

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Total operating revenues $ 44,066 $ 46,643

Operating expenses:

Alico Citrus $ 102,628 $ 32,959

Segment expenses:

Cost of Sales 245,123 89,420

Harvesting and Hauling 10,743 11,843

Fresh Fruit and other ( 20,193 ) ( 228 )

Grove Management Services 168 1,593

Total Alico Citrus operating expenses $ 235,841 $ 102,628

Land Management and Other Operations

Land and other leasing 414 393

Total Land Management and Other Operations operating expenses 419 398

Total operating expenses $ 236,260 $ 103,026

Gross profit (loss)

Gross segment (loss) profit

Alico Citrus $ ( 194,504 ) $ ( 57,569 )

Land Management and Other Operations 2,310 1,186

Total (loss) profit $ ( 56,383 ) $ 6,446

General and administrative expenses 11,071 10,643

Total other income, net 78,406 6,656

Income before income taxes $ 10,952 $ 2,459

Total gross loss $ ( 192,194 ) $ ( 56,383 )

Capital expenditures:

Alico Citrus $ 2,910 $ 17,871

Land Management and Other Operations 2,594 —

Total capital expenditures $ 5,504 $ 17,871

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Total Assets $ 201,527 $ 398,719

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The reconciliations of segment gross (loss) to consolidated (loss) income before income taxes are as follows:

Years Ended September 30,

Alico Citrus $ ( 194,504 ) $ ( 57,569 )

Land Management and Other Operations 2,310 1,186

Segment gross loss ( 192,194 ) ( 56,383 )

General and administrative expenses 11,707 11,071

Loss from operations ( 203,901 ) ( 67,454 )

Other income (expense), net:

Interest income 793 385

Interest expense ( 4,848 ) ( 3,538 )

Gain on sale of property and equipment 21,769 81,559

Other income, net 256 —

Total other income, net 17,970 78,406

(Loss) income before income taxes $ ( 185,931 ) $ 10,952

The Company determines whether an arrangement is a lease at inception.

The Company’s leases consist of operating lease arrangements for certain office space, tractor leases and IT facilities.

The Company’s leases consist of operating lease arrangements for certain office space and IT facilities.

When these lease arrangements include lease and non-lease components, the Company accounts for lease components and non-lease components (e.g., common area maintenance) separately based on their relative standalone prices.

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Present value of lease obligations $ 164

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September 30, 2025

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The Company also maintains a Profit Sharing Plan (“Plan”) that is fully funded by contributions from the Company.

Contributions to the Plan are discretionary and determined annually by the Company’s Board of Directors.

Contributions to the Plan are discretionary and determined annually by the Board.

Contributions to employee accounts are based on the participant’s compensation.

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The Company’s and noncontrolling parties’ portions of the Contribution of $ 382 and $ 368 , respectively, were funded on July 11, 2024.

On June 6, 2023, all operating partners of Citree received a funding notice relating to an additional Contribution requirement of $ 900 as a result of trees producing limited revenue due to the severity of the fruit drop resulting from Hurricane Ian, which negatively impacted both the box production and pounds solids.

The Company’s portion of the Contribution was $ 460 and was funded on June 22, 2023.

The remaining portion of the Contribution of $ 440 was funded by the noncontrolling parties.

Lease Agreement

On January 1, 2022, Mr.

Kiernan, the Company’s President and CEO, entered into a Hunting Lease Agreement and Real Estate Purchase and Sale Option Agreement with the Company (the “Kiernan Lease Agreement”).

Under the Kiernan Lease Agreement, the Company leased approximately 93 acres of Company-owned, largely unimproved land (the “Land”) to Mr.

Kiernan for a three-year term commencing on January 1, 2022, and ending on January 1, 2025, with a yearly rent of $ 1,860 (in whole dollars).

Additionally, under the terms of the Kiernan Lease Agreement, the Company granted to Mr.

Kiernan an option to purchase the Land from the Company, exercisable only during the one-year period January 1, 2022, through January 1, 2023, and at a price of $ 480 ($ 5,161 per acre), which price was based on an independent appraisal obtained by the Company.

On January 5, 2022, Mr.

Kiernan exercised his option to purchase the land.

Pursuant to exercise of the option, the Company sold approximately 85 acres to Mr.

Kiernan on October 20, 2022 for $ 439 ($ 5,161 per acre).

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Commitments and Contingencies

Purchase Commitments

The Company enters into contracts for the purchase of citrus trees during the normal course of its business.

As of September 30, 2024, the Company had $ 3,069 relating to outstanding commitments for these purchases that will be paid upon delivery of the remaining citrus trees.

Letters of Credit

The Company had outstanding standby letters of credit in the total amount of $ — and $ 248 at September 30, 2024 and September 30, 2023, respectively, to secure its various contractual obligations (see Note 2.

Summary of Significant Accounting Policies for further information on current letters of credit).

Legal Proceedings

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Subsequent Events

On November 21, 2024, the Florida Citrus Commission passed an emergency rule, based on requests from the Florida Citrus Processors Association and Florida Citrus Mutual, to reduce the minimum Brix value (a measurement of sugar content) for oranges harvested for the period beginning on November 21, 2024 and ending on May 23, 2025 from 8.5 to 7.0 and to eliminate the minimum ratio of total soluble solids to anhydrous citric acid (a measure of maturity).

While it is not possible for the Company to estimate the potential impact of this ruling, it may increase the amount of the Company's fruit that would be acceptable at the processors.

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On October 27, 2025, the CGSD, a special district formed to facilitate financing and development of community infrastructure within its boundaries, entered into a Locally Funded Agreement (the “CGSD Funding Agreement”) with the State of Florida Department of Transportation (“FDOT”).

The CGSD was established in June 2025 and it will assist the Company in its efforts to effectively finance infrastructure, help restore and manage natural areas, and oversee the administration of master planned communities and lands.

The Company’s Chief Executive Officer, John Kiernan, is the Board Chairman of the CGSD.

Through the CGSD Funding Agreement, the Company will provide funding to FDOT to support the construction of a wildlife‑crossing planned as part of the Corkscrew Villages Project in eastern Collier County and on November 14, 2025, the Company deposited $ 5,071 with FDOT to fund the project.

The payment to the CGSD is reimbursable to the Company under the CGSD Funding Agreement.

On November 4, 2025, the Company sold 579 acres of citrus land for $ 6,077 and on November 19, 2025, sold our office and shop in Frostproof for $ 1,675 .

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data