What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-11-24 compared with 2024-12-02 · 73 added, 94 removed, 284 unchanged (37% of the section changed)

4 unchanged sentences

(b) Evaluation of Disclosure Controls and Procedures

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, 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, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our 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 September 30, 2025.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

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 our annual or interim financial statements will not be prevented or detected on a timely basis.

Management previously reported a material weakness in internal control over financial reporting as of September 30, 2024, related to controls around the completeness and accuracy of the Company’s spreadsheet controls used in the preparation of the Company’s inventory net realizable value calculation.

Throughout the year ended September 30, 2025, management, with oversight by our Audit Committee, undertook remediation measures addressing the previously reported material weaknesses.

We completed these remediation measures in the quarter ended June 30, 2025, including testing of the design and the operating effectiveness of the related controls, and management concluded that these controls operated effectively for a sufficient period of time to conclude that the material weakness previously identified was remediated as of June 30, 2025.

(d) Changes in Internal Control over Financial Reporting

During the fourth quarter ended September 30, 2025, there were no changes in our internal controls over financial reporting that occurred that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

(e) 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.

6 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 not effective as of September 30, 2024 due to the material weakness in the Company’s internal control over financial reporting identified below.

Based on the Company's assessment and those criteria, management concluded that its internal control over financial reporting were effective as of September 30, 2025.

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, 2025.

Table of Content s

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

4 unchanged sentences

Not applicable.

Table of Content s

Directors, Executive Officers and Corporate Governance

12 unchanged sentences

Kiernan spent 12 years as an investment banker and specialized in IPOs and M&A for technology companies during his tenure at Bear, Stearns, where he earned the title of Managing Director.

Kiernan has been a member of the Board of Directors for Codorus Valley Bancorp, Inc.

CVLY), parent company of PeoplesBank, since April 2022, and serves on its Corporate Governance and Nominating Committee, Audit Committee, and Compensation Committee.

He is a Certified Treasury Professional and is National Association of Corporate Directors Directorship Certified.

Kiernan was a member of the Board of Directors for Codorus Valley Bancorp, Inc.

CVLY), parent company of PeoplesBank, from April 2022 through July 2024, and served on its Corporate Governance and Nominating Committee, Audit Committee, and Compensation Committee.

He was a Certified Treasury Professional and is National Association of Corporate Directors Directorship Certified.

Kiernan received a B.A.

6 unchanged sentences

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

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 The Chemours Company (NYSE:

CC), since April 2025, and serves on its Audit, Risk and Finance Committee, as well as its Compensation and Leadership Development Committee.

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.

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

Brokaw has been a member of the Board of Directors for CTO Realty Growth, Inc.

CTO), since October [2018], and serves as Vice-Chair of the Board, Chair of the Audit Committee and as a member of the Compensation Committee.

Brokaw also sits on 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, DISH Network Corporation, CTO Realty Growth, Inc., and Value Place Holdings LLC.

Brokaw holds FINRA Series 7, 63 and 24 licenses.

He is also a member of the New York Bar Association.

Brokaw received a B.A.

2 unchanged sentences

English has served on the Board of Directors since August 2020, and brings to the Board of Directors extensive knowledge and experience in the areas of agriculture and environmental and land use law.

English has served as a Partner at Pavese Law Firm since January 2000.

English has served as a Partner at Pavese Law Firm since January 2000, and as an associate attorney at Pavese Law Firm since 1993.

Her practice supports legacy agricultural businesses in obtaining and protecting entitlements required to support and improve their properties' value, productivity, and flexibility.

She has particular experience representing companies whose key businesses are farming, conservation and development.

She has particular experience representing companies whose

key businesses are farming, conservation and development.

English has also served as a Limited Partner at English Family Limited Partnership, a family farm on the banks of the Caloosahatchee River in Alva, Florida, since 1999.

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

Table of Content s

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

English is a member of the Florida Bar as well as the Lee County Bar Association.

She has been widely recognized for her leadership and for her work in land use and zoning and environmental law, earning “Lawyer of the Year,” “Top Lawyer,” and other professional accolades.

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

English received a B.A.

22 unchanged sentences

He has also serves as the managing member of Krusen – Douglas, LLC, a large landowner in the Tampa, Florida area since December 2022.

Krusen also currently serves as a director of several privately held companies.

Krusen also currently serves as a partner, managing member, officer or director of several privately held companies.

He is currently a director and chairman of Florida Capital Group, Inc.

3 unchanged sentences

Krusen is a former member of the Young Presidents’ Organization and is currently a member of the World President’s Organization and the Society of International Business Fellows.

He also serves as a board member of the Chi Chi Rodriguez Youth Foundation and a director of the Krusen Family Charitable Foundation.

Krusen received a B.A.

15 unchanged sentences

A fifth generation Florida farmer and rancher, Mr.

Putnam serves on the advisory board for AgAmerica Lending and is a founding director of Leading Harvest, which advances agricultural sustainability practices across the supply chain, as well as on the boards of various non-profit and private organizations.

Putnam serves on the advisory board for

AgAmerica Lending and is a founding director of Leading Harvest, which advances agricultural sustainability practices across the supply chain, as well as on the boards of various non-profit and private organizations.

Putnam received a B.S.

3 unchanged sentences

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,

Table of Content s

and has served as chairman since 2022.

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

9 unchanged sentences

in History from Princeton University.

Table of Content s

Information about our Executive Officers

3 unchanged sentences

55 Chief Financial Officer

52 President of Alico Citrus

61 Chief Information Officer

Mitch Hutchcraft 59 Executive Vice President of Real Estate

Mary Molina 48 Chief Administrative Officer

(1) The biography for John E.

9 unchanged sentences

in Finance from Rutgers University.

Danny Sutton has served as President of Alico Citrus since November 2017.

Sutton serving as President of Alico Citrus, Mr.

Sutton served as Alico’s VP of Citrus Operations from May 2017 to November 2017 and Alico’s Director of Citrus from April 2006 to May 2017.

Sutton has been with Alico, Inc.

since January 1999.

Before joining the Company, Mr.

Sutton was employed by Hilliard Brothers of Florida, a company involved in citrus, sugarcane and cattle.

Sutton is a member of the Florida Department of Citrus Board, and the Gulf Citrus Growers Association Board.

Sutton earned a B.S.

in Citrus Business from Florida Southern College.

James Sampel has served as the Chief Information Officer of the Company since October 2015.

13 unchanged sentences

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.

Mary Molina has served as the Chief Administration Officer of the Company since November 2024.

Molina serving as Alico’s Chief Administration Officer, Ms.

Molina served as Alico’s Director of Administration from January 2022 to November 2024 and Alico’s Project and Administrative Manager from May 2011 to November 2024.

Molina earned a Certificate in Human Resource Management and HR:

Compensation and Benefits Certificate from Florida Atlantic University.

Code of Ethics

2 unchanged sentences

The remaining information required by this Item 10 will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days of the year ended September 30, 2025, and is incorporated herein by reference.

Table of Content s

Executive Compensation

4 unchanged sentences

The 2015 Plan was approved by stockholders in February 2015.

The following table illustrates the common shares remaining available for future issuance under the 2015 Plan as of September 30, 2024:

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

The following table illustrates the common shares remaining available for future issuance under the Amended and Restated 2015 Plan as of September 30, 2025:

Number of securities to

4 unchanged sentences

outstanding options,

warrants and rights Number of securities

warrants and rights (1)

Number of securities

remaining available for

4 unchanged sentences

Total 74,500 $ 33.75 1,073,879

(1) - The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding restricted stock units, which have no exercise price.

The remaining information required by this Item 12 will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days of the year ended September 30, 2025, and is incorporated herein by reference.

3 unchanged sentences

The information required by this Item 14 will be included in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC pursuant to Regulation 14A within 120 days of the year ended September 30, 2025, and is incorporated herein by reference.

Table of Content s

Exhibits and Financial Statement Schedules

27 unchanged sentences

10-K 000-00261 10.8 12/13/2022

10.4 Loan Agreement, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC (the "Prudential Loan Agreement")

10-K 000-00261 10.16 12/10/2015

10.5 Promissory Note A, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC

10-K 000-00261 10.17 12/10/2015

10.6 Promissory Note B, dated December 31, 2012, by and among 734 Citrus Holdings, LLC, 734 LMC Groves, LLC, 734 Co-Op Groves, LLC, 734 BLP Groves, LLC, 734 Harvest LLC and Prudential Mortgage Capital Company, LLC

10-K 000-00261 10.18 12/10/2015

10.7 First Amendment to Loan Agreement, dated March 26, 2013 (Prudential Loan Agreement)

10-K 000-00261 10.2 12/10/2015

10.8 Second Amendment to the Loan Agreement, dated September 4, 2014 (Prudential Loan Agreement)

10-K 000-00261 10.26 12/10/2015

10.9 Third Amendment to the Loan Agreement, dated April 23, 2015 (Prudential Loan Agreement)

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

Table of Content s

10.4 † 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

11 unchanged sentences

10.10 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

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

10-K 000-00261 10.16 12/2/2024

10.11 Seventh Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated March 31, 2025.

8-K 000-00261 10.1 4/1/2025

10.12 Eighth Amendment to First Amended and Restated Credit Agreement with Metropolitan Life Insurance Company and New England Life Insurance Company dated September 29, 2025.

10.13 Alico, Inc.

Stock Incentive Plan of 2015

Schedule 14A 000-00261 Appendix A 1/28/2015

Amended and Restated Stock Incentive Plan of 2015

8-K 000-00261 10.1 2/28/2025

10.14 Form of Nonqualified Stock Option Agreement

4 unchanged sentences

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

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

Kiernan, dated January 1, 2022

10.17 Second Amended and Restated Employment Agreement between Alico, Inc.

Kiernan, dated as of December 23, 2024

10-Q 000-00261 10.2 2/12/2025

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

10.18 # Amended and Restated Annual Performance and Long-Term Bonus Agreement between Alico, Inc., and Mr.

Kiernan, dated as of December 23, 2024

10-Q 000-00261 10.3 2/12/2025

10.19 # Performance-Based Restricted Stock Unit Award Agreement between Alico, Inc., and Mr.

Kiernan, dated as of December 23, 2024

10-Q 000-00261 10.4 2/12/2025

10.20 # Employment Agreement by and between Alico, Inc.

4 unchanged sentences

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

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

10-K 000-00261 10.29 12/2/2024

10.23 # Letter Agreement by and between Alico, Inc.

4 unchanged sentences

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

10.32 + Tropicana Supply Agreement

10.25 # Letter Agreement by and between Alico, Inc.

and Mitch Hutchcraft, dated July 18, 2025

10-Q 000-00261 10.2 8/12/2025

10.26 Locally Funded Agreement between the State of Florida Department of Transportation and Corkscrew Grove Stewardship District, dated October 27, 2025

19.1 Alico Insider Trading Compliance Policy

10-K 000-00261 19.1 12/2/2024

21.1 Subsidiaries of the Registrant

1 unchanged sentence

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

Table of Content s

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

16 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.

December 2, 2024

November 24, 2025

President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

December 2, 2024

November 24, 2025

President and Chief Executive Officer

(Principal Executive Officer)

December 2, 2024

November 24, 2025

Chief Financial Officer

2 unchanged sentences

Bradley Heine

December 2, 2024

November 24, 2025

Director, Chairman /s/ George R.

December 2, 2024

November 24, 2025

Director /s/ Benjamin D.

December 2, 2024

November 24, 2025

Director /s/ Henry R.

December 2, 2024

November 24, 2025

Director /s/ W.

1 unchanged sentence

Andrew Krusen

December 2, 2024

November 24, 2025

Director /s/ Toby K.

December 2, 2024

November 24, 2025

Director /s/ Katherine English

Katherine English

December 2, 2024

November 24, 2025

Director /s/ Adam Putnam

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