What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-12-23 compared with 2024-12-23 · 381 added, 330 removed, 976 unchanged (42% of the section changed)

6 unchanged sentences

Consolidated Statements of Operations for the years ended October 31, 2025, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended October 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive (Loss) Income for the years ended October 31, 2025, 2024 and 2023

Consolidated Statements of Stockholders’ Equity and Temporary Equity for the years ended October 31, 2025, 2024 and 2023

5 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Limoneira Company and subsidiaries (the “Company”) as of October 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and temporary equity, and cash flows, for each of the three years in the period ended October 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the report of the other auditors, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We did not audit the financial statements of Limoneira Lewis Community Builders, LLC (“LLCB”), the Company's investment in which is accounted for by use of the equity method.

The accompanying consolidated financial statements of the Company include, before the basis difference and related amortization discussed in Note 7, its equity in investment in LLCB of $63,581,000 and $58,282,000 as of October 31, 2024 and 2023, respectively, and its equity earnings in LLCB of $20,304,000, $5,851,000, and $1,015,000 for the years ended October 31, 2024, 2023, and 2022, respectively.

The financial statements of LLCB were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Company’s equity in investment and equity earnings in LLCB, is based solely on the report of the other auditors.

We have audited the accompanying consolidated balance sheets of Limoneira Company and subsidiaries (the “Company”) as of October 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity and temporary equity, and cash flows, for each of the three years in the period ended October 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audits and the report of Ernst & Young LLP, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of October 31, 2025, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated December 23, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting based on our audit.

We did not audit the financial statements of Limoneira Lewis Community Builders, LLC (“LLCB”), the Company's investment, which is accounted for by use of the equity method.

The accompanying financial statements of the Company include, before the basis difference and related amortization discussed in Note 7, its equity in investment in LLCB of $54,076,000 and $63,581,000 as of October 31, 2025 and 2024, respectively, and its equity earnings in LLCB of $498,000, $20,304,000, and $5,851,000 for the years ended October 31, 2025, 2024, and 2023, respectively.

Those financial statements were audited by Ernst & Young LLP, whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for the Company’s equity in investment and equity earnings in LLCB, is based solely on the report of Ernst & Young LLP.

Basis for Opinion

8 unchanged sentences

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 and the report of the other auditors provide a reasonable basis for our opinion.

We believe that our audits and the report of Ernst & Young LLP provide a reasonable basis for our opinion.

Critical Audit Matter

33 unchanged sentences

Prepaid expenses and other current assets 4,444 3,849

Receivables/other from related parties 2,390 4,214

Receivables/other from related parties, net 2,973 2,390

Assets held for sale 13,718 —

Total current assets 40,482 25,846

34 unchanged sentences

( 3,493 ) ( 3,493 )

Noncontrolling interest 10,549 11,209

Noncontrolling interests 19,315 10,549

Total stockholders’ equity 180,027 191,691

14 unchanged sentences

Impairment of intangible asset — 643 —

Gain on disposal of assets, net ( 507 ) ( 28,849 ) ( 4,500 )

Gain on sales of water rights ( 1,488 ) — —

Loss (gain) on disposal of assets, net 706 ( 507 ) ( 28,849 )

Gain on remeasurement of previously held equity method investment ( 2,852 ) — —

Gain on legal settlement — — ( 2,269 )

2 unchanged sentences

Operating (loss) income ( 20,405 ) ( 6,178 ) 10,783

Other income (expense):

Other (expense) income:

Interest income 62 118 364

2 unchanged sentences

Other income (expense), net 93 212 ( 2,611 )

Total other income (expense) 17,725 2,581 ( 1,852 )

Income before income tax provision 11,547 13,364 349

Income tax provision ( 4,373 ) ( 4,247 ) ( 823 )

Net income (loss) 7,174 9,117 ( 474 )

Net loss attributable to noncontrolling interest 542 283 238

Net income (loss) attributable to Limoneira Company 7,716 9,400 ( 236 )

Total other (expense) income ( 600 ) 17,725 2,581

(Loss) income before income tax benefit (provision) ( 21,005 ) 11,547 13,364

Income tax benefit (provision) 4,649 ( 4,373 ) ( 4,247 )

Net (loss) income ( 16,356 ) 7,174 9,117

Net loss attributable to noncontrolling interests, net 375 542 283

Net (loss) income attributable to Limoneira Company ( 15,981 ) 7,716 9,400

Preferred dividends ( 501 ) ( 501 ) ( 501 )

Net income (loss) applicable to common stock $ 7,215 $ 8,899 $ ( 737 )

Basic net income (loss) per common share $ 0.40 $ 0.50 $ ( 0.04 )

Diluted net income (loss) per common share $ 0.40 $ 0.50 $ ( 0.04 )

Net (loss) income applicable to common stock $ ( 16,482 ) $ 7,215 $ 8,899

Basic net (loss) income per common share $ ( 0.93 ) $ 0.40 $ 0.50

Diluted net (loss) income per common share $ ( 0.93 ) $ 0.40 $ 0.50

Weighted-average common shares outstanding-basic 17,834 17,715 17,603

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

1 unchanged sentence

2025 2024 2023

Net income (loss) $ 7,174 $ 9,117 $ ( 474 )

Other comprehensive (loss) income, net of tax:

Net (loss) income $ ( 16,356 ) $ 7,174 $ 9,117

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 344 ( 948 ) 518

Minimum pension liability adjustments, net of tax of zero , $( 135 ) and $( 71 )

— ( 220 ) ( 183 )

Pension settlement cost, net of tax of zero , $ 756 and $ 169

Total other comprehensive (loss) income, net of tax ( 948 ) 2,242 ( 2,175 )

Comprehensive income (loss) 6,226 11,359 ( 2,649 )

Comprehensive loss attributable to noncontrolling interest 542 283 356

Comprehensive income (loss) attributable to Limoneira Company $ 6,768 $ 11,642 $ ( 2,293 )

Minimum pension liability adjustments, net of tax of zero , zero and $( 135 )

Pension settlement cost, net of tax of zero , zero and $ 756

Total other comprehensive income (loss) 344 ( 948 ) 2,242

Comprehensive (loss) income ( 16,012 ) 6,226 11,359

Comprehensive loss attributable to noncontrolling interests, net 375 542 283

Comprehensive (loss) income attributable to Limoneira Company $ ( 15,637 ) $ 6,768 $ 11,642

See Notes to Consolidated Financial Statements.

17 unchanged sentences

Exchange of common stock ( 39,472 ) ( 1 ) ( 566 ) — — — — ( 567 ) — —

Net loss — — — ( 236 ) — — ( 238 ) ( 474 ) — —

Other comprehensive loss, net of tax — — — — ( 2,175 ) — ( 118 ) ( 2,293 ) — —

Noncontrolling interest adjustment — — — — — — ( 117 ) ( 117 ) — —

Net income (loss) — — — 9,400 — — ( 283 ) 9,117 — —

Other comprehensive income, net of tax — — — — 2,242 — — 2,242 — —

Balance at October 31, 2023 17,941,032 179 168,441 19,017 ( 5,666 ) ( 3,493 ) 11,209 189,687 1,479 9,331

9 unchanged sentences

Net income (loss) — — — 7,716 — — ( 542 ) 7,174 — —

Other comprehensive income, net of tax — — — — 2,242 — — 2,242 — —

Other comprehensive loss — — — — ( 948 ) — — ( 948 ) — —

Balance at October 31, 2024 18,033,171 180 170,243 20,826 ( 6,614 ) ( 3,493 ) 10,549 191,691 1,479 9,331

7 unchanged sentences

Exchange of common stock ( 96,899 ) ( 1 ) ( 1,954 ) — — — — ( 1,955 ) — —

Noncontrolling interest adjustment — — — — — — ( 118 ) ( 118 ) — —

Net income (loss) — — — 7,716 — — ( 542 ) 7,174 — —

Other comprehensive loss — — — — ( 948 ) — — ( 948 ) — —

Acquired noncontrolling interest — — — — — — 9,335 9,335 — —

Noncontrolling interest adjustments — — — — — — ( 194 ) ( 194 ) — —

Net loss — — — ( 15,981 ) — — ( 375 ) ( 16,356 ) — —

Other comprehensive income — — — — 344 — — 344 — —

Balance at October 31, 2025 18,036,891 $ 180 $ 171,365 $ ( 1,070 ) $ ( 6,270 ) $ ( 3,493 ) $ 19,315 $ 180,027 $ 1,479 $ 9,331

6 unchanged sentences

Operating activities

Net income (loss) $ 7,174 $ 9,117 $ ( 474 )

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

Net (loss) income $ ( 16,356 ) $ 7,174 $ 9,117

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

Depreciation and amortization 9,209 8,374 8,576

Impairment of intangible asset — 643 —

Gain on disposal of assets, net ( 507 ) ( 28,849 ) ( 4,500 )

Loss (gain) on disposal of assets, net 706 ( 507 ) ( 28,849 )

Gain on remeasurement of previously held equity method investment ( 2,852 ) — —

Gain on sales of water rights ( 1,488 ) — —

Gain on legal settlement — — ( 853 )

12 unchanged sentences

Accrued liabilities and payables to related parties ( 2,918 ) 3,780 ( 2,921 )

Income taxes payable 1,272 ( 1,035 ) —

Income taxes receivable ( 640 ) 1,272 ( 1,035 )

Other long-term liabilities 1,143 ( 1,802 ) ( 2,727 )

Net cash provided by (used in) operating activities 17,853 ( 15,870 ) 14,830

Net cash (used in) provided by operating activities ( 6,009 ) 17,853 ( 15,870 )

Investing activities

3 unchanged sentences

Net proceeds from sale of real estate development assets — — 2,577

Proceeds from sales of water rights 1,740 — —

Cash distributions from Trapani Fresh 41 122 122

Cash distributions from equity investment 148 — —

Cash paid to acquire additional shares of Limco Del Mar, net of cash received ( 4,110 ) — —

Collection on notes receivable 68 132 155

Equity investment contributions and capitalized interest ( 2,742 ) ( 693 ) ( 847 )

Cash distributions from equity investment 297 148 —

Investments in mutual water companies and water rights ( 514 ) ( 526 ) ( 523 )

3 unchanged sentences

Repayments of long-term debt ( 138,186 ) ( 176,057 ) ( 122,921 )

Proceeds from equipment financings — — 1,020

Principal paid on finance leases and equipment financings ( 1,029 ) ( 698 ) ( 491 )

2 unchanged sentences

Exchange of common stock ( 1,955 ) ( 2,313 ) ( 567 )

Net cash used in financing activities ( 9,290 ) ( 71,922 ) ( 33,517 )

Other ( 155 ) — —

Net cash provided by (used in) financing activities 22,836 ( 9,290 ) ( 71,922 )

Effect of exchange rate changes on cash 33 ( 11 ) ( 11 )

11 unchanged sentences

Non-cash investing and financing activities:

Contribution of real estate development to equity investment $ — $ — $ 7,975

Reduction of net payables to related parties $ — $ — $ 2,392

Reduction of note receivable $ — $ — $ 388

Capital expenditures accrued but not paid at period-end $ 636 $ 382 $ 309

6 unchanged sentences

The Company markets and sells citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets.

Through fiscal year 2023, the Company was a member of Sunkist Growers, Inc., an agricultural marketing cooperative, and sold a portion of its oranges, specialty citrus and other crops to Sunkist-licensed and other third-party packinghouses.

On June 6, 2025, Limoneira entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025.

The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit, and to use Sunkist trademarks in these activities.

The agreement has an initial term of three years with automatic one-year extensions.

Beginning November 1, 2025, Sunkist performs the Company’s sales and marketing operations.

Summary of Significant Accounting Policies

1 unchanged sentence

The consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest.

The consolidated financial statements represent the consolidated balance sheets, statements of operations, statements of comprehensive income (loss), statements of stockholders’ equity and temporary equity and statements of cash flows of Limoneira Company and consolidated subsidiaries.

The consolidated financial statements represent the consolidated balance sheets, statements of operations, statements of comprehensive (loss) income, statements of stockholders’ equity and temporary equity and statements of cash flows of Limoneira Company and consolidated subsidiaries.

Intercompany balances and transactions have been eliminated in consolidation.

9 unchanged sentences

As of October 31, 2025 and 2024 the allowances totaled $ 600,000 and $ 355,000 , respectively.

Credit losses were $ 235,000 for fiscal year 2024 and immaterial for fiscal years 2023 and 2022.

Credit losses were immaterial, $ 235,000 , and immaterial for fiscal years 2025, 2024 and 2023, respectively.

Concentrations and Geographic Information

Concentrations of credit risk with respect to revenues and accounts receivable are limited due to a large, diverse customer base.

One individual customer represented 14 % of revenue for fiscal year 2024.

One individual customer represented 20 % of accounts receivable, net as of October 31, 2024.

One individual customer represented 16 % of revenues for fiscal year 2025 and two individual customers represented 19 % and 12 % of accounts receivable, net as of October 31, 2025.

No individual supplier represented 10% of accounts payable as of October 31, 2025.

Lemons procured from third-party growers were 78 %, 72 % and 54 % of the Company's domestic lemon supply for fiscal years 2025, 2024 and 2023, respectively.

Four third-party growers and suppliers were 27 %, 14 %, 11 %, and 11 % of growers and suppliers payable as of October 31, 2024.

Two third-party growers and suppliers were 25 % and 23 % of growers and suppliers payable as of October 31, 2025.

The Company maintains its cash in federally insured financial institutions.

10 unchanged sentences

During the harvest and selling period, harvest costs and cultural costs are expensed when incurred and capitalized cultural costs are amortized as components of agribusiness costs and expenses.

Due to climate, growing conditions and the types of crops grown, certain of the Company’s other crops may be harvested and sold on a year-round basis.

Due to climate, growing conditions and the types of crops grown, certain of the Company’s crops may be harvested and sold on a year-round basis.

Accordingly, the Company does not capitalize cultural costs associated with these crops and therefore such costs, as well as harvest costs associated with these crops, are expensed to operations when incurred as components of agribusiness costs and expenses.

28 unchanged sentences

Once a project is substantially completed, future costs are expensed as incurred.

The Company capitalized costs related to its real estate projects of $ 214,000 and $ 281,000 for fiscal years 2024 and 2023, respectively.

The Company capitalized costs related to real estate development of $ 427,000 and $ 214,000 for fiscal years 2025 and 2024, respectively.

Equity in Investments

21 unchanged sentences

Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current presentation.

The Company reclassified shipping and other revenue and shipping costs from the lemon packing reportable segment to the other agribusiness reportable segment.

During fiscal year 2025, the Company changed its presentation of fresh lemons and lemon packing revenue and costs to remove reference to intersegment revenue, intersegment costs and expenses and eliminations within Note 20 - Segment Information.

LIMONEIRA COMPANY

1 unchanged sentence

Summary of Significant Accounting Policies (continued)

Comprehensive Income (Loss)

Comprehensive income (loss) represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Comprehensive (Loss) Income

Comprehensive (loss) income represents all changes in a company’s net assets, except changes resulting from transactions with stockholders.

Other comprehensive income or loss includes foreign currency translation items and defined benefit pension items.

Accumulated other comprehensive loss is reported as a component of the Company’s stockholders’ equity.

The following table summarizes the changes in other comprehensive (loss) income by component at October 31(in thousands):

The following table summarizes the changes in other comprehensive income (loss) by component at October 31(in thousands):

2025 2024 2023

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount

Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Expense Net Amount Pre-tax Amount Tax Benefit (Expense) Net Amount

Foreign currency translation adjustments $ 344 $ — $ 344 $ ( 948 ) $ — $ ( 948 ) $ 518 $ — $ 518

2 unchanged sentences

Amounts reclassified to earnings included in “Other income (expense), net” — — — — — — 2,700 ( 756 ) 1,944

Other comprehensive (loss) income $ ( 948 ) $ — $ ( 948 ) $ 2,863 $ ( 621 ) $ 2,242 $ ( 2,077 ) $ ( 98 ) $ ( 2,175 )

Other comprehensive income (loss) $ 344 $ — $ 344 $ ( 948 ) $ — $ ( 948 ) $ 2,863 $ ( 621 ) $ 2,242

The following table summarizes the changes in accumulated other comprehensive (loss) income by component (in thousands):

2 unchanged sentences

$ ( 6,184 ) $ ( 1,724 ) $ ( 7,908 )

Other comprehensive (loss) income ( 2,430 ) 255 ( 2,175 )

Balance as of October 31, 2022

( 6,184 ) ( 1,724 ) ( 7,908 )

Other comprehensive income 518 1,724 2,242

4 unchanged sentences

( 6,614 ) — ( 6,614 )

Other comprehensive income 344 — 344

Balance as of October 31, 2025

$ ( 6,270 ) $ — $ ( 6,270 )

Foreign Currency

3 unchanged sentences

The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive (loss) income.

The Company’s foreign subsidiaries incurred aggregate foreign exchange transaction losses of approximately $ 123,000 for fiscal year 2024 and $ 204,000 for both fiscal years 2023 and 2022.

The Company’s foreign subsidiaries incurred immaterial aggregate foreign exchange transaction losses for fiscal year 2025 and $ 123,000 and $ 204,000 for fiscal years 2024 and 2023, respectively.

These losses are included in selling, general and administrative expenses in the consolidated statements of operations.

23 unchanged sentences

Revenue is recorded gross for all expense reimbursements plus a fee for the services provided.

Revenue from crop insurance proceeds is recorded when the amount can be reasonably determined and upon establishment of the present right to payment.

There were no agribusiness revenues from crop insurance proceeds for fiscal year 2024.

The Company recorded agribusiness revenues from crop insurance proceeds of $ 769,000 and $ 449,000 for fiscal years 2023 and 2022, respectively.

Revenue from insurance proceeds is recorded when the amount can be reasonably determined and upon establishment of the present right to payment.

The Company recorded agribusiness revenues from insurance proceeds of $ 1,410,000 , zero and $ 769,000 for fiscal years 2025, 2024 and 2023, respectively.

Advertising Expense

Advertising costs are expensed as incurred.

Advertising costs were immaterial for fiscal years 2024 and 2023 and $ 165,000 for fiscal year 2022.

Advertising costs are expensed as incurred and were immaterial for fiscal years 2025, 2024 and 2023.

LIMONEIRA COMPANY

22 unchanged sentences

The Company recognizes operating lease revenue on a straight-line basis over the lease term.

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net income (loss) per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of conversion of unvested, restricted stock and preferred stock.

Diluted net income (loss) per common share is calculated using the more dilutive method of either the two-class method or the treasury stock method.

Basic and Diluted Net (Loss) Income per Share

Basic net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock.

Diluted net (loss) income per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of conversion of unvested, restricted stock and preferred stock.

Diluted net (loss) income per common share is calculated using the more dilutive method of either the two-class method or the treasury stock method.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share.

The Company’s unvested, restricted stock awards qualify as participating shares.

Defined Benefit Retirement Plan

The Company sponsored a defined benefit retirement plan (the “Plan”) that was frozen in June 2004, and no future benefits accrued to participants subsequent to that time.

In fiscal year 2021, the Company terminated the Plan effective December 31, 2021.

On November 4, 2022, the Company entered into an agreement with Principal Life Insurance Company for the purchase of an annuity contract in connection with the Plan termination.

On November 10, 2022, the annuity contract was purchased for $ 12,617,000 , payable with Plan assets and a $ 2,500,000 cash payment from the Company.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements

3 unchanged sentences

This amendment also requires that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by FASB Accounting Standards Codification Topic 280, Segment Reporting, in interim periods.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

A public entity should apply the amendments retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

As disclosed in Note 20, Segment Information, the Company adopted this ASU for the fiscal year ending October 31, 2025 and applied it retrospectively to all periods presented in the financial statements.

This ASU did not change the Company’s reportable segments and did not have a material effect on the Company’s consolidated financial statements.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The ASU is effective for public business entities with annual periods beginning after December 15, 2024, with early adoption permitted.

The ASU is effective for the Company’s annual reporting for fiscal year 2026.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

6 unchanged sentences

On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges.

The Company is currently evaluating the impact of these final rules on its consolidated financial statements and disclosures.

On February 11, 2025, the SEC indicated it would ask the court to hold on scheduling further arguments while the SEC reassessed its position in the litigation.

Subsequently, on March 27, 2025, the SEC voted to cease defending the rule in court.

Despite withdrawing its defense, the SEC has not formally rescinded the rule.

The Company is continuing to evaluate the potential impact of these final rules on its consolidated financial statements and disclosures.

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses

Disaggregation of Income Statement Expenses and ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date

ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period.

5 unchanged sentences

Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

This ASU is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The effective date of ASU 2024-03 was clarified by ASU 2025-01.

ASU 2024-03 is effective for the Company’s annual reporting for fiscal year 2028 and interim reporting beginning fiscal year 2029.

Early adoption is permitted.

A public business entity should apply ASU 2024-03 prospectively to financial statements issued for reporting periods beginning after the effective date but may elect to apply the ASU retrospectively to any or all prior periods presented in the financial statements.

ASU 2024-03 should be applied prospectively to financial statements issued for reporting periods beginning after the effective date but may be applied retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (“the Act”) was signed into law.

The Act includes significant changes to U.S.

tax and related laws.

Some of the provisions of the Act affecting corporations include the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act (“TCJA”), modifications to the Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income international tax provisions, an increase in the limit of the deduction of interest expense to thirty percent of EBITDA, and reinstatement of one hundred percent bonus depreciation deduction from the TCJA for eligible property acquired after January 19, 2025.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Act’s financial reporting implications have been recognized in the Company’s income tax provision for the fiscal year ended October 31, 2025.

The incorporation of these effects resulted in no material impact on the Company’s effective tax rate or its net deferred federal tax liabilities.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

Under current GAAP, entities are required to capitalize development costs incurred for internal-use software depending on the nature of the costs and the project stage during which they occur.

The amendments in this ASU remove all references to software development project stages and require that an entity capitalize software costs when both:

management has authorized and committed to funding the software project;

and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”).

The ASU is effective for the Company’s interim and annual reporting for fiscal year 2029, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Asset Sales and Disposals

Northern Properties

In October 2022, the Company entered into a Purchase and Sale Agreement, as amended, (the “Agreement”) with PGIM Real Estate Finance, LLC (“PGIM”) to sell 3,537 acres of land and citrus orchards in Tulare County, California (the “Northern Properties”) for a purchase price of approximately $ 100,405,000 .

On January 25, 2023, the Board approved the Agreement creating a binding agreement of the Company to sell the Northern Properties and the transaction closed on January 31, 2023.

14 unchanged sentences

The proceeds were used to pay down all of the Company’s domestic debt except the AgWest Farm Credit non-revolving line of credit.

The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax loss of $ 1,667,000 and $ 1,236,000 for fiscal years 2023 and 2022, respectively.

The Northern Properties component, including an allocation of interest expense related to the debt directly repaid through the transaction, had a pretax loss of $ 1,667,000 for fiscal year 2023.

On January 31, 2023, the Company entered into a Farm Management Agreement (“FMA”) with an affiliate of PGIM to provide farming, management and operations services related to the Northern Properties.

The FMA had an initial term expiring March 31, 2024, and thereafter continues from year to year unless earlier terminated under the terms of the FMA.

Further, on January 31, 2023, the Company entered into a Grower Packing and Marketing Agreement to provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards.

The FMA had an initial term expiring March 31, 2024, and thereafter continued from year to year unless earlier terminated under the terms of the FMA.

Further, on January 31, 2023, the Company entered into a Grower Packing and Marketing Agreement (“GPMA”) to provide packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards.

The FMA was terminated effective March 31, 2025 and the GPMA was terminated effective October 13, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Asset Sales and Disposals (continued)

Pan de Azucar and San Pablo Orchards

The Company has a 90 % interest in Fruticola Pan de Azucar S.

(“PDA”) and a 100 % interest in Agricola San Pablo, SpA (“San Pablo”), both of which are citrus orchards located near La Serena, Chile.

The agricultural properties consist of approximately 500 acres of lemons, 100 acres of oranges and 2,900 acres of other land.

On November 7, 2025, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”) to sell the agricultural properties and related water rights for an aggregate purchase price of $ 14,967,000 .

The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

After a period of 60-90 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $ 6,800,000 , of which approximately $ 742,000 will be deferred until certain requirements have been fulfilled.

The remainder of the Buyer’s payment obligations, in the aggregate amount of $ 8,167,000 , will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”).

Following the final Balance Payment, the Buyer will also make an additional payment in an amount equal to 50 % of the prior year’s Balance Payment.

The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers.

The major classes of assets classified as held for sale as of October 31, 2025 were as follows (in thousands):

Property, plant and equipment, net $ 11,900

Intangible assets, net 1,818

Total $ 13,718

Yuma Property

In December 2023, the Company sold 12 acres of real property located in Yuma, Arizona for a sales price of $ 775,000 .

After transaction and closing costs, the Company recorded a gain on disposal of assets of approximately $ 187,000 during fiscal year 2024.

After transaction and closing costs, the Company recorded a gain on disposal of assets of $ 187,000 during fiscal year 2024.

In April 2023, the Company determined that citrus farming operations were economically unviable on 670 acres of leased agricultural land at the Cadiz Ranch.

As a result, the Company ceased farming operations at the Cadiz Ranch, disposed of the related property, plant and equipment and recorded a loss on disposal of assets of $ 9,012,000 during fiscal year 2023.

In October 2022, the Company sold the Oxnard Lemon property and packing facility located in Ventura County, California.

The Company received net proceeds of $ 19,144,000 and recognized a gain of approximately $ 846,000 during fiscal year 2022.

Concurrent with the closing of the sale, the Company entered into a lease agreement to continue use of the property as a lessee for a period of 36 months from the closing date, with extension options for an additional 24 months.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Prepaid Expenses and Other Current Assets

1 unchanged sentence

Prepaid supplies and insurance $ 1,398 $ 1,986

Assets held for sale — 535

Sales tax receivable 248 312

1 unchanged sentence

Lemon supplier advances 4 295

Insurance proceeds receivable 1,510 —

Other 1,100 1,256

$ 4,444 $ 3,849

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Property, Plant and Equipment

10 unchanged sentences

Depreciation expense was $ 8,164,000 , $ 7,474,000 and $ 7,701,000 for fiscal years 2025, 2024 and 2023, respectively.

Refer to Note 3 - Asset Sales and Disposals for discussion on the Company’s significant property, plant and equipment transactions.

Refer to Note 3 - Asset Sales and Disposals and Note 7 - Equity in Investments for discussion on the Company’s significant property, plant and equipment transactions.

Real Estate Development

Real estate development assets are comprised of land and land development costs for the East Area II property in the amount of $ 10,201,000 and $ 9,987,000 as of October 31, 2024 and 2023, respectively.

Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amounts of $ 10,624,000 and $ 10,201,000 as of October 31, 2025 and 2024, respectively.

East Area I, Retained Property and East Area II

1 unchanged sentence

In November 2015 (the “Transaction Date”), the Company entered into a joint venture with the Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project.

To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB, and sold a 50 % interest to Lewis for $ 20,000,000 .

To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest to Lewis.

The Company and LLCB also entered into a Retained Property Development Agreement on the Transaction Date (the “Retained Property Agreement”).

Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which was entitled for commercial development, back to the Company (the “Retained Property”) and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company.

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of October 31, 2024 and 2023, which is included in payables to related parties.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Real Estate Development (continued)

East Area I, Retained Property and East Area II (continued)

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of October 31, 2025 and 2024, which is included in payables to related parties in the Company’s consolidated balance sheets.

In January 2018, LLCB entered into a $ 45,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A.

1 unchanged sentence

Effective as of February 22, 2023, the Loan maturity date was extended to February 22, 2024, and the maximum borrowing amount was reduced to $ 35,000,000 .

As of February 1, 2023, the interest rate on the Loan transitioned from the London Interbank Offered Rate (“LIBOR”) to the Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 2.85 % and was payable monthly.

Effective as of February 22, 2024, the Loan maturity date was extended to August 22, 2024 and the interest rate transitioned from the BSBY to the Secured Overnight Financing Rate ("SOFR") plus 2.85 %.

As of May 3, 2024, the Loan had no outstanding balance and was cancelled.

5 unchanged sentences

The $ 1,080,000 estimated value of the guarantee was recorded in the Company’s consolidated balance sheets and, upon cancellation of the Loan in May 2024, was removed from other long-term liabilities and the corresponding value in equity in investments.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Real Estate Development (continued)

East Area I, Retained Property and East Area II (continued)

In October 2022, the Company entered into a joint venture with Lewis for the development of the Retained Property.

The Company formed LLCB II, LLC (“LLCB II”) as the development entity, contributed the Retained Property to the joint venture and sold a 50 % interest to Lewis for $ 7,975,000 .

After transaction costs, the Company received net proceeds of $ 7,917,000 and recorded a gain on the transaction of $ 4,652,000 , of which $ 465,000 was deferred and recognized in fiscal year 2024 and $ 4,187,000 was recognized in fiscal year 2022.

The Company formed LLCB II, LLC (“LLCB II”) as the development entity, contributed the Retained Property to the joint venture and sold a 50 % interest to Lewis.

There was a deferred gain of $ 465,000 on the transaction, which was deferred and recognized in fiscal year 2024.

The joint venture partners will share in the capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the project.

1 unchanged sentence

In April 2024, the Santa Paula City Council approved an amendment to increase the number of entitled lots at LLCB and LLCB II from 1,500 residential units to 2,050 residential units.

Through October 31, 2024, LLCB closed on lot sales representing 1,261 residential units since inception, including 554 residential units in fiscal year 2024.

In June 2024, the Company received a cash distribution of $ 15,005,000 from LLCB.

Other Real Estate Development Projects

In fiscal year 2020, the Company entered into an agreement to sell its Sevilla property for $ 2,700,000 , which closed in November 2022.

After transaction and other costs, the Company received cash proceeds of approximately $ 2,577,000 and recorded an immaterial loss on disposal of assets for fiscal year 2023.

In December 2017, the Company sold its Centennial property with a net book value of $ 2,983,000 for $ 3,250,000 .

The Company received cash and a $ 3,000,000 promissory note secured by the property for the balance of the purchase.

In fiscal year 2022, the promissory note was paid in full and the deferred gain of $ 161,000 was recorded in gain on disposal of assets, net.

Through October 31, 2025, LLCB closed on lot sales representing 1,261 residential units since inception.

The Company received cash distributions of $ 10,004,000 in fiscal year 2025 and $ 15,005,000 in fiscal year 2024 from LLCB.

Equity in Investments

Limco Del Mar, Ltd.

The Company has a 1.3 % interest in Limco Del Mar, Ltd.

As of July 31, 2025, the Company had a 1.3 % interest in Limco Del Mar, Ltd.

(“Del Mar”) as a general partner and a 27.5 % interest as a limited partner.

Based on the terms of the partnership agreement, the Company may be removed as general partner without cause from the partnership upon the vote of the limited partners owning an aggregate of 50 % or more interest in the partnership.

Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Del Mar is accounted for using the equity method of accounting.

Since the Company had significant influence, but less than a controlling interest, the Company’s investment in Del Mar was accounted for using the equity method of accounting.

To enable the Company to determine the strategy for Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, the Company made an offer to purchase up to 224,859 limited partnership units of Del Mar from the limited partners (the “Offer”).

On August 4, 2025, the Company closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $ 70.00 per unit for approximately $ 5,643,000 (the “Purchase”).

In addition to the Purchase, the Company also purchased 2,149 limited partnership units for $ 150,000 separate from the Offer.

The Purchase increased the Company’s ownership from 28.8 % to 54.5 %.

As a result of obtaining a controlling interest, Del Mar is now consolidated and reported as a subsidiary of the Company.

LIMONEIRA COMPANY

2 unchanged sentences

Limco Del Mar, Ltd.

The Company provides Del Mar with farm management, orchard land development and accounting services and received farm management revenue and expense reimbursements of $ 128,000 , $ 206,000 and $ 202,000 for fiscal years 2024, 2023 and 2022, respectively.

Del Mar markets lemons through the Company pursuant to its customary marketing agreements and the amount of lemons procured from Del Mar was $ 1,182,000 , $ 1,161,000 and $ 1,568,000 for fiscal years 2024, 2023 and 2022, respectively.

Fruit proceeds due to Del Mar were $ 527,000 and $ 347,000 as of October 31, 2024 and 2023, respectively, and are included in payables to related parties and growers and suppliers payable in the accompanying consolidated balance sheets, respectively.

The transaction was accounted for as an asset acquisition.

The Company elected to include the fair value of the previously held interest in the acquisition costs and recognized a gain of $ 2,852,000 on the remeasurement of the previously held equity method investment.

Below is a summary of the fair value of the net assets acquired on the acquisition date based on a third-party valuation (in thousands):

Net assets acquired

Prepaid expenses and other current assets 72

Receivables/other from related parties 28

Land improvements 755

Construction in progress 470

Other assets 592

Accounts payable ( 48 )

Noncontrolling interest ( 9,335 )

Net assets acquired 11,203

Cost of assets acquired

Cash paid for additional shares 5,643

Book value of equity method investment 2,568

Transaction costs 140

Total cost of assets acquired 8,351

Gain on remeasurement of previously held equity method investment $ 2,852

The unaudited, pro forma consolidated statement of operations as if Del Mar had been included in the consolidated results of the Company for the year ended October 31, 2025 would have resulted in revenues of $ 161,449,000 and net loss of $ 17,940,000 .

Through August 3, 2025, the Company provided Del Mar with farm management, orchard land development and accounting services and received farm management revenue and expense reimbursements of $ 238,000 , $ 128,000 and $ 206,000 for fiscal years 2025, 2024 and 2023, respectively.

Del Mar also marketed lemons through the Company pursuant to its customary marketing agreements and the amount of lemons procured from Del Mar was $ 216,000 , $ 1,182,000 and $ 1,161,000 for fiscal years 2025, 2024 and 2023, respectively.

In addition, fruit proceeds due to Del Mar was $ 527,000 as of October 31, 2024 and was included in payables to related parties in the Company’s consolidated balance sheets.

Romney Property Partnership

4 unchanged sentences

Net profits, losses and cash flows of Romney are shared by the Company, which receives 75 % and the individual, who receives 25 %.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

The Company currently has a 47 % equity interest in Rosales S.A.

(“Rosales”) of which 35 % was acquired in fiscal year 2014 and an additional 12 % interest was acquired with the purchase of Fruticola Pan de Azucar S.A.

(“PDA”) in fiscal year 2017.

(“Rosales”) of which 35 % was acquired in fiscal year 2014 and an additional 12 % interest was acquired with the purchase of PDA in fiscal year 2017.

Rosales is a citrus packing, marketing and sales business located in La Serena, Chile.

7 unchanged sentences

The $ 2,122,000 in basis differences exclusive of goodwill is being amortized over the estimated life of the underlying intangible assets as a reduction in the equity investment and an expense included in equity in earnings of investments.

Amortization amounted to $ 76,000 , $ 87,000 and $ 118,000 for fiscal years 2024, 2023 and 2022, respectively, and is estimated to be immaterial thereafter.

Amortization was immaterial, $ 76,000 and $ 87,000 for fiscal years for 2025, 2024 and 2023, respectively, and is estimated to be immaterial thereafter.

The Company recognized lemon and orange sales to Rosales of $ 4,102,000 , $ 4,541,000 and $ 4,581,000 for fiscal years 2025, 2024 and 2023, respectively.

The aggregate amount of lemons and oranges procured from Rosales was $ 7,125,000 , $ 5,387,000 and $ 5,826,000 for fiscal years 2025, 2024 and 2023, respectively.

Net amounts due (to) from Rosales were $( 629,000 ) and $ 626,000 as of October 31, 2024 and 2023, respectively, and are included in payables to related parties and in receivables/other from related parties.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

Net amounts due to Rosales were $ 1,671,000 and $ 629,000 as of October 31, 2025 and 2024, respectively, and are included in payables to related parties in the Company’s consolidated balance sheets.

Limoneira Lewis Community Builders, LLC (“LLCB”)

1 unchanged sentence

In addition to the assessment performed by the Company of its investment in LLCB under the requirements of Regulation S-X Rule 4-08(g), the Company also assessed its investment in LLCB under the requirements of Regulation S-X Rule 3-09(b).

LLCB was deemed significant for the years ended October 31, 2024 and 2023 but was not significant for the year ended October 31, 2022.

Therefore, the audited financial statements of LLCB for the years ended October 31, 2024, 2023 and 2022 are provided as exhibits to this document to comply with this rule.

LLCB was deemed significant for the fiscal years ended October 31, 2024 and 2023, but was not significant for the year ended October 31, 2025.

The audited financial statements of LLCB for the years ended October 31, 2025, 2024 and 2023 are presented in this Annual Report on Form 10-K to comply with this rule.

Additionally, there is a basis difference between the Company’s historical investment in the project and the amount recorded in members’ capital by LLCB of $ 54,076,000 as of October 31, 2025.

5 unchanged sentences

Control is shared with Lewis, therefore the Company's investment in LLCB II is accounted for using the equity method of accounting.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity in Investments (continued)

The following is financial information of the equity method investees for fiscal years 2025, 2024 and 2023 (in thousands):

5 unchanged sentences

Revenues $ 1,964 $ 30 $ 14,471 $ 1,272 $ —

Operating income (loss) $ 1,305 $ ( 2 ) $ 985 $ 38,364 $ 7

Net income (loss) $ 1,305 $ ( 2 ) $ 646 $ 38,364 $ 7

Operating income $ 1,079 $ 4 $ 319 $ 970 $ 1

Net income $ 1,079 $ 4 $ 130 $ 970 $ 1

Current assets $ 1,299 $ 6 $ 5,289 $ 141,660 $ 18,061

8 unchanged sentences

Net income (loss) $ 100 $ ( 4 ) $ 538 $ 11,770 $ ( 2 )

1 The 2025 Del Mar revenues, operating income and net income are for the period November 1, 2024 through August 3, 2025.

LIMONEIRA COMPANY

7 unchanged sentences

Cash distributions ( 220 ) — — — — ( 220 )

Investment contributions — — — — 8,023 8,023

Cash contributions — — — — 525 525

Capitalized interest — — — — 322 322

Foreign currency adjustments — — 12 — — 12

5 unchanged sentences

Capitalized interest — — — — 213 213

Fair value of loan guarantee — — — ( 1,080 ) — ( 1,080 )

Foreign currency adjustments — — ( 86 ) — — ( 86 )

1 unchanged sentence

2,198 501 1,319 67,962 9,566 81,546

Equity earnings (losses) 366 ( 1 ) 228 17,759 4 18,356

Equity earnings 308 3 29 458 — 798

Cash distributions ( 88 ) — ( 297 ) ( 10,004 ) — ( 10,389 )

Cash contributions — — — — 2,150 2,150

Purchase of shares 5,793 — — — — 5,793

Consolidation ( 8,211 ) — — — — ( 8,211 )

Capitalized interest — — — — 441 441

Fair value of loan guarantee ( 1,080 ) — ( 1,080 )

Foreign currency adjustments — — 39 — — 39

18 unchanged sentences

Intangible assets consist of the following as of October 31 (in thousands):

October 31, 2025 October 31, 2024

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years

5 unchanged sentences

Amortization expense totaled $ 578,000 , $ 677,000 , and $ 730,000 for fiscal years 2025, 2024 and 2023, respectively.

In July 2024, the Company determined that the carrying value of one of its customer relationships was not recoverable, recorded an impairment charge of $ 643,000 and wrote off the intangible asset.

In January 2025, the Company sold acquired water rights in the Santa Paula Basin for $ 30,000 per acre-foot in two transactions.

The total selling price was $ 1,440,000 and the Company recorded a gain on sales of water rights of $ 1,200,000 .

As discussed in Note 3 - Asset Sales and Disposals, the Company’s Chilean water rights were reclassified as assets held for sale as of October 31, 2025 and were sold November 7, 2025.

Estimated future amortization expense of intangible assets are as follows (in thousands):

2 unchanged sentences

In January 2023, the Company sold an investment in a mutual water company with a net book value of $ 1,320,000 as part of the Northern Properties sale described in Note 3 - Asset Sales and Disposals.

Amounts included in other assets in the consolidated balance sheets as of October 31, 2024 and 2023 were $ 6,229,000 and $ 5,703,000 , respectively.

In January 2025, the Company sold water pumping rights in the Santa Paula Basin for $ 300,000 and the Company recorded a gain on sale of water rights of $ 288,000 .

In August 2025, the Company acquired investments in mutual water companies of $ 592,000 as discussed in Note 7 - Equity in Investments.

Investments in mutual water companies included in other assets in the Company’s consolidated balance sheets as of October 31, 2025 and 2024 were $ 7,323,000 and $ 6,229,000 , respectively.

Accrued Liabilities

13 unchanged sentences

the interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 4.15 % at October 31, 2025, plus 3.00 %.

The interest rate for the $ 40.0 million outstanding balance of the non-revolving line of credit is fixed at 3.57 % through July 1, 2025 and variable thereafter.

Interest is payable monthly and the principal is due in full on July 1, 2026.

Interest is payable monthly and principal due in full July 1, 2030.

$ 72,450 $ 40,000

Banco de Chile term loan:

The interest rate is fixed at 6.48 %.

The principal is due January 2025.

Banco de Chile COVID-19 loans:

The interest rates were fixed at 3.48 %.

The loans were payable in monthly installments through September 2024.

The interest rate was fixed at 6.48 %.

The loan was repaid in January 2025.

Banco de Chile COVID-19 loans:

4 unchanged sentences

Long-term debt, less current portion $ 72,450 $ 40,031

The Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (the “Lender”) dated June 1, 2021, together with a revolving credit facility supplement (the “Revolving Credit Supplement”), a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”) and an agreement to convert to a fixed interest rate for a period of time as described in the table above (“Fixed Interest Rate Agreement”).

In June 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, formerly known as Farm Credit West, (the “Lender”) dated June 26, 2025, together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”).

The MLA governs the terms of the Supplements.

In March 2020, the Company entered into a revolving equity line of credit promissory note and loan agreement with the Lender for a $ 15,000,000 Revolving Equity Line of Credit (the “RELOC”) secured by a first lien on the Windfall Investors, LLC property.

The RELOC featured a 3-year draw period followed by 20 years of fully amortized loan payments.

On March 31, 2023, the draw period expired and the RELOC was closed as there was no balance outstanding.

The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 75,000,000 under the Revolving Credit Supplement, and $ 40,000,000 under the Non-Revolving Credit Supplement.

As of October 31, 2024, the Company’s outstanding borrowings under the Supplements were $ 40,000,000 and it had $ 75,000,000 available to borrow.

In January 2023, the Company used the proceeds from the Northern Properties sale as described in Note 3 - Asset Sales and Disposals to reduce the Company's long-term debt.

The MLA amends and restates the previous Master Loan Agreement between the Company and the Lender and extends the principal repayment to July 1, 2030.

Debt financing costs related to the MLA agreement were immaterial.

The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 114,000,000 under the Revolving Credit Supplement, and $ 1,000,000 under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit.

There are no amounts outstanding on the Non-Revolving Credit Supplement.

As of October 31, 2025, the Company’s outstanding borrowings under the Revolving Credit Supplement were $ 72,450,000 and it had $ 41,550,000 available to borrow.

The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month.

The interest rate for any amount outstanding under the Revolving Credit Supplement was based on the one-month LIBOR plus or minus an applicable margin.

As of January 1, 2023, the rate transitioned from LIBOR to SOFR.

The applicable margin ranges from 1.68 % to 2.28 % depending on the ratio of current assets, plus the remaining available commitment divided by current liabilities.

On each anniversary of July 1, the Company has the option to convert the interest rate in use under the Revolving Credit Supplement from the preceding SOFR-based calculation to a variable interest rate.

The interest rate for any amount outstanding under the Revolving Credit Supplement is based on the one-month SOFR plus or minus an applicable margin.

The applicable margin ranges from 2.15 % to 3.00 % depending on the ratio of funded indebtedness to earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and may be increased or decreased in the sole discretion of Lender on each anniversary of July 1.

The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty.

The interest rate in effect under the Non-Revolving Credit Supplement is a fixed interest rate of 3.57 % per year until July 1, 2025 (the “Fixed Rate Term”).

Thereafter, the interest rate will convert to a variable interest rate established by the Lender corresponding to the applicable interest rate group.

The Company may not prepay any amounts under the outstanding Non-Revolving Credit Supplement during the Fixed Rate Term.

Thereafter, the Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement, provided that a fee equal to 0.50 % of the amount prepaid and any other cost or loss suffered by the Lender must be paid with any prepayment.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Long-Term Debt (continued)

The interest rate in effect under the Non-Revolving Credit Supplement is a variable interest rate established by the Lender.

The Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement without penalty.

All indebtedness under the MLA, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with the Lender, the Lender’s unallocated surplus, certain of the Company’s agricultural properties, certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties.

1 unchanged sentence

Should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of nonpayment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Long-Term Debt (continued)

The MLA subjects the Company to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of the Company’s business.

The Company is also subject to a financial covenant that requires it to maintain compliance with a specific debt service coverage ratio of 1.25 :1.0 on an annual basis.

The Company was in compliance as of October 31, 2024.

The Company was subject to an annual financial covenant that required it to maintain compliance with a specific debt service coverage ratio of 1.0 :1.0 for the fiscal year ending October 31, 2025, and 1.25 :1.0 for any fiscal year ending thereafter.

In September 2025, the Lender modified the debt service coverage ratio covenant to defer measurement as of October 31, 2025.

In December 2025, the Lender modified the debt service coverage ratio covenant to defer measurement as of October 31, 2026 and resume a debt service coverage ratio of 1.25 :1.0 measured as of October 31, 2027 and for any fiscal year ending thereafter.

The Company was also subject to a quarterly financial covenant that required it to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026, with a ratio of no more than 6.0 :1.0 for the fiscal quarter ending July 31, 2026, 5.0 :1.0 for the fiscal quarter ending October 31, 2026 and 4.5 :1.0 for any fiscal quarter ending thereafter.

In December 2025, the Lender modified this quarterly financial covenant to defer measurement through July 31, 2027 and resume measurement as of October 31, 2027.

Additionally, in December 2025, the Lender added a new quarterly financial covenant for the period January 31, 2026 through July 31, 2027 which requires the Company to maintain a debt to capitalization ratio of no greater than 0.45 :1.00 or 45 %.

The Company received annual cash patronage dividends from the Lender of $ 564,000 , $ 558,000 and $ 1,413,000 for fiscal years 2025, 2024 and 2023, respectively.

3 unchanged sentences

Principal payments on the Company’s long-term debt are due as follows (in thousands):

Other Long-Term Liabilities

Other long-term liabilities consist of the following as of October 31 (in thousands):

Loan guarantee — 1,080

Leases 818 2,316

Other 577 1,159

$ 1,395 $ 4,555

Lessor Arrangements

2 unchanged sentences

All of the residential rentals have month-to-month lease terms.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessor Arrangements (continued)

The following table presents the components of the Company’s operating lease portfolio included in property, plant and equipment, net as of October 31 (in thousands):

4 unchanged sentences

Property, plant and equipment, net under operating leases $ 30,819 $ 31,535

Depreciation expense for assets under operating leases was approximately $ 962,000 and $ 1,005,000 for fiscal years 2024 and 2023, respectively.

Depreciation expense for assets under operating leases was $ 1,020,000 and $ 962,000 for fiscal years 2025 and 2024, respectively.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessor Arrangements (continued)

The Company's rental operations revenue consists of the following for the fiscal years ended October 31 (in thousands):

11 unchanged sentences

Lease costs are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Lease costs consist of the following for the fiscal years ended October 31 (in thousands):

6 unchanged sentences

Total lease costs $ 3,021 $ 2,843

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Supplemental balance sheet information related to leases consists of the following as of October 31 (in thousands):

21 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 1,313 $ 677

Write off of ROU asset and operating lease liability $ — $ ( 1,206 )

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

Future minimum lease payments under non-cancellable leases are as follows (in thousands), which excludes $ 1,324,000 of operating and finance lease payments for leases that have been signed but not commenced:

7 unchanged sentences

Present value of lease liabilities $ 645 $ 1,371 $ 2,016

In addition to operating and finance lease commitments, the Company also has financing transactions which do not meet the definition of a lease, with minimum future payments of $ 473,000 for fiscal year 2025, $ 452,000 for fiscal year 2026 and $ 37,000 for fiscal year 2027.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Leases (continued)

In addition to operating and finance lease commitments, the Company also has financing transactions which do not meet the definition of a lease, with minimum future payments of $ 452,000 for fiscal year 2026 and $ 37,000 for fiscal year 2027.

Earnings Per Share

The Series B and Series B-2 convertible preferred shares were anti-dilutive for fiscal years 2025, 2024 and 2023.

The computations for basic and diluted net income (loss) per common share are as follows for the fiscal years ended October 31 (in thousands, except per share data):

The computations for basic and diluted net (loss) income per common share are as follows for the fiscal years ended October 31 (in thousands, except per share data):

2025 2024 2023

Basic net income (loss) per common share:

Net income (loss) applicable to common stock $ 7,215 $ 8,899 $ ( 737 )

Basic net (loss) income per common share:

Net (loss) income applicable to common stock $ ( 16,482 ) $ 7,215 $ 8,899

Effect of unvested, restricted stock ( 65 ) ( 119 ) ( 146 )

Net income (loss) for basic EPS 7,096 8,753 ( 787 )

Net (loss) income for basic EPS ( 16,547 ) 7,096 8,753

Weighted average common shares–basic 17,834 17,715 17,603

Basic net income (loss) per common share $ 0.40 $ 0.50 $ ( 0.04 )

Diluted net income (loss) per common share:

Net income (loss) for basic EPS $ 7,096 $ 8,753 $ ( 787 )

Basic net (loss) income per common share $ ( 0.93 ) $ 0.40 $ 0.50

Diluted net (loss) income per common share:

Net (loss) income for basic EPS $ ( 16,547 ) $ 7,096 $ 8,753

Effect of dilutive preferred stock — — —

Net income (loss) for diluted EPS 7,096 8,753 ( 787 )

Net (loss) income for diluted EPS ( 16,547 ) 7,096 8,753

Weighted average common shares–basic 17,834 17,715 17,603

1 unchanged sentence

Weighted average common shares–diluted 17,834 17,715 17,603

Diluted net income (loss) per common share $ 0.40 $ 0.50 $ ( 0.04 )

Diluted net income (loss) per common share is calculated using the more dilutive method of either the two-class method or the treasury stock method.

Diluted net (loss) income per common share $ ( 0.93 ) $ 0.40 $ 0.50

Diluted net (loss) income per common share is calculated using the more dilutive method of either the two-class method or the treasury stock method.

Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share.

The Company’s unvested, restricted stock awards qualify as participating shares.

Diluted net income (loss) per common share was calculated under the two-class method for fiscal years 2024, 2023 and 2022.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Diluted net (loss) income per common share was calculated under the two-class method for fiscal years 2025, 2024 and 2023.

Related-Party Transactions

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Balance Sheet Balance Sheet

Ref Related-Party Receivables/Other from Related Parties Other Assets Payables to Related Parties Receivables/Other from Related Parties Other Assets Payables to Related Parties

Ref Related-Party Receivables/Other from Related Parties, net Other Assets Payables to Related Parties Receivables/Other from Related Parties, net Other Assets Payables to Related Parties

2 Mutual water companies $ — $ 514 $ 117 $ — $ 526 $ 105

5 Cadiz / Fenner / WAM $ — $ — $ — $ — $ — $ 206

5 YMIDD $ 202 $ — $ — $ 206 $ — $ —

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10 Del Mar $ — $ — $ — $ — $ — $ 527

Year Ended October 31, 2024

Year Ended October 31, 2023

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

Fiscal Year Ended October 31, 2025 Fiscal Year Ended October 31, 2024

Consolidated Statement of Operations Consolidated Statement of Operations

3 unchanged sentences

3 Cooperative association $ — $ — $ — $ — $ — $ — $ 576 $ —

5 Cadiz / Fenner / WAM $ — $ — $ — $ 372 $ — $ — $ 2,074 $ —

5 YMIDD $ 1,290 $ — $ 160 $ — $ 1,273 $ — $ 139 $ —

3 unchanged sentences

10 Del Mar $ 238 $ — $ 216 $ — $ 128 $ — $ 1,182 $ —

11 Law firm $ — $ — $ 291 $ — $ — $ — $ — $ —

Year Ended October 31, 2023

4 unchanged sentences

3 Cooperative association $ — $ — $ 1,689 $ —

4 Calavo $ — $ 80 $ 2 $ 126

4 Cadiz / Fenner / WAM $ — $ — $ 2,074 $ —

8 unchanged sentences

The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

(3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provides pest control services for the agricultural industry.

The Company purchased services and supplies from and had immaterial payments due to the cooperative association.

(4) Calavo - Through January 2022, the Company had representation on the board of directors of Calavo.

Calavo owned common stock of the Company, and the Company paid dividends on such common stock to Calavo.

Additionally, the Company leases office space to Calavo.

As of February 2022, Calavo is no longer a related-party.

(3) Cooperative association - The Company has representation on the board of directors of a non-profit cooperative association that provided pest control services for the agricultural industry through fiscal year 2024.

The Company purchased services and supplies from them.

(4) Cadiz / Fenner / WAM - A member of the Company’s board of directors served as the CEO, President and a member of the board of directors of Cadiz, Inc.

10 unchanged sentences

The Company purchased water from YMIDD and had no amounts payable to them for such purchases.

Additionally, the Company received fallowing revenue from YMIDD and has a receivable outstanding.

(7) FGF - The Company has a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

Additionally, the Company received fallowing revenue from YMIDD and had a receivable outstanding.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Related-Party Transactions (continued)

(6) FGF Trapani (“FGF”) - FGF is a 49 % partner in the Trapani Fresh joint venture in Argentina and the Company had a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services.

The Company records revenue related to the licensing of intangible assets to FGF.

The Company leases the Santa Clara ranch to FGF and records rental revenue related to the leased land.

In fiscal year 2025, the Company recorded a reserve of $ 1,017,000 against the receivable which is recorded in selling, general and administrative expenses.

(7) LLCB - Refer to Note 6 - Real Estate Development.

1 unchanged sentence

(9) Rosales - The Company has an equity interest in Rosales as further described in Note 7 - Equity in Investments.

The Company recognizes lemon and orange sales to Rosales, procures lemons and oranges from Rosales and has amounts due to and due from Rosales for such sales and purchases.

The Company recognizes lemon and orange sales to Rosales, procures lemons and oranges from Rosales and has amounts due to Rosales for such sales and purchases.

(10) Del Mar - The Company has an interest in Del Mar as a general partner and as a limited partner as further described in Note 7 - Equity in Investments.

The Company provides Del Mar with farm management services and Del Mar markets lemons through the Company.

The Company has a payable due to Del Mar for such lemon procurement.

Through August 3, 2025, the Company provided Del Mar with farm management services and Del Mar marketed lemons through the Company.

The Company had an amount payable due to Del Mar for such lemon procurement in fiscal year 2024.

(11) Law firm - One of the Company’s directors is a partner at a law firm that provided legal services to the Company and the Company had amounts due for such services.

A reconciliation of income before income taxes for domestic and foreign locations for the fiscal years ended October 31 are as follows (in thousands):

2 unchanged sentences

Foreign ( 1,879 ) ( 1,347 ) ( 1,031 )

Income before income taxes $ 11,547 $ 13,364 $ 349

(Loss) income before income taxes $ ( 21,005 ) $ 11,547 $ 13,364

LIMONEIRA COMPANY

10 unchanged sentences

Foreign — — ( 1 )

Total deferred tax (provision) benefit 2,087 1,947 ( 548 )

Total income tax provision $ ( 4,373 ) $ ( 4,247 ) $ ( 823 )

Total deferred tax benefit 4,706 2,087 1,947

Total income tax benefit (provision) $ 4,649 $ ( 4,373 ) $ ( 4,247 )

Deferred income taxes reflect the net of temporary differences between the carrying amount of the assets and liabilities for financial reporting and income tax purposes.

4 unchanged sentences

Lease liabilities 137 679

Amortization 59 —

Other assets 239 366

Interest expense limitation 681 —

Stock-based compensation 1,322 1,761

25 unchanged sentences

Jurisdiction Gross Amount Begin to Expire

Federal 19,488 Indefinite

State 23,760 10/31/2040

2 unchanged sentences

Argentina 1,866 10/31/2027

The provision for income taxes differs from the amount of income tax determined by applying the U.S.

The benefit (provision) for income taxes differs from the amount of income tax determined by applying the U.S.

statutory federal income tax rate to pretax income as a result of the following differences for the fiscal years ended October 31 (in thousands):

1 unchanged sentence

Amount % Amount % Amount %

Provision at statutory rates $ ( 2,425 ) ( 21.0 ) % $ ( 2,806 ) ( 21.0 ) % $ ( 73 ) ( 21.0 ) %

Benefit (provision) at statutory rates $ 4,411 ( 21.0 ) % $ ( 2,425 ) ( 21.0 ) % $ ( 2,806 ) ( 21.0 ) %

State income tax, net of federal benefit 1,141 ( 5.4 ) % ( 1,201 ) ( 10.4 ) % ( 814 ) ( 6.2 ) %

5 unchanged sentences

Foreign rate differential 115 ( 0.6 ) % ( 85 ) ( 0.7 ) % 66 0.5 %

Noncontrolling interest ( 114 ) ( 1.0 ) % ( 48 ) ( 0.4 ) % ( 41 ) ( 11.8 ) %

Noncontrolling interests, net ( 76 ) 0.4 % ( 114 ) ( 1.0 ) % ( 48 ) ( 0.4 ) %

Other permanent items 509 ( 2.4 ) % ( 86 ) ( 0.7 ) % 247 1.9 %

Tax credit and others ( 42 ) 0.2 % — — % ( 123 ) ( 0.8 ) %

Total income tax provision $ ( 4,373 ) ( 37.9 ) % $ ( 4,247 ) ( 31.8 ) % $ ( 823 ) ( 234.8 ) %

Total income tax benefit (provision) $ 4,649 ( 22.1 ) % $ ( 4,373 ) ( 37.9 ) % $ ( 4,247 ) ( 31.8 ) %

As of October 31, 2025 and 2024, the Company had no unrecognized tax benefits.

2 unchanged sentences

The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense.

There was no accrued interest or penalties associated with uncertain tax positions as of October 31, 2024.

There were no accrued interest or penalties associated with uncertain tax positions as of October 31, 2025.

Retirement Plans

12 unchanged sentences

Plan assets were invested in a group trust consisting primarily of cash.

The following tables set forth the Plan’s net periodic benefit cost, changes in benefit obligation and Plan assets, funded status, amounts recognized in the Company’s consolidated balance sheets, additional year-end information and assumptions used in determining the benefit obligations and net periodic benefit cost.

The components of net periodic benefit cost for the Plan consists of the following for the fiscal years ended October 31 (in thousands):

Administrative expenses $ — $ 20

Interest cost — 34

Expected return on plan assets — ( 17 )

Prior service cost — 4

Settlement loss recognized — 2,700

Net periodic benefit cost $ — $ 2,741

Following is a summary of the Plan’s funded status at October 31 (in thousands):

Change in benefit obligation:

Benefit obligation at beginning of year $ — $ 14,607

Administrative expenses — 20

Plan settlements — ( 14,427 )

Interest cost — 35

Benefits paid — ( 100 )

Expenses paid — ( 220 )

Benefits and expenses payable — ( 198 )

Transfer in — 99

Actuarial loss (gain) — 184

Benefit obligation at end of year $ — $ —

Change in plan assets:

Fair value of plan assets at beginning of year $ — $ 12,335

Actual return on plan assets — 11

Plan settlements — ( 14,427 )

Employer contributions — 2,500

Benefits paid — ( 100 )

Expenses paid — ( 220 )

Benefits and expenses payable — ( 198 )

Transfer in — 99

Fair value of plan assets at end of year $ — $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Retirement Plans (continued)

Presented below are changes in accumulated other comprehensive income, before tax, in the Plan at October 31, (in thousands):

Changes recognized in other comprehensive income:

Net loss arising during the year $ — $ 190

Amortization of prior service cost — ( 54 )

Amortization of net loss — ( 2,649 )

Total recognized in other comprehensive income $ — $ ( 2,513 )

Total recognized in net periodic benefit and other comprehensive loss $ — $ 228

The Company has a 401(k) plan in which an employee can participate after one month of employment.

3 unchanged sentences

In addition, for calendar year 2024 and 2023, the Company contributed a discretionary profit sharing of 2 % of gross wages deposited into the 401(k) account of all eligible employees.

During fiscal years 2024, 2023 and 2022, the Company contributed to the plan and recognized expenses of $ 915,000 , $ 676,000 and $ 445,000 , respectively.

The Company contributed to the plan and recognized expenses of $ 629,000 , $ 915,000 and $ 676,000 , during fiscal years 2025 and 2024 and 2023, respectively.

Commitments and Contingencies

51 unchanged sentences

Pursuant to the Option Agreement, Associated granted WPI-ACP an option to purchase an undivided interest of up to one-half of the real estate owned by Associated in Yuma County, Arizona (the “Property”) and the water rights associated therewith until January 1, 2026.

In June 2025, the parties agreed to extend the option agreement to January 1, 2027.

The purchase price for the Property subject to the Option Agreement will be paid via the redemption by the Company of a proportionate percentage of the Series B-2 Preferred Stock.

5 unchanged sentences

Stock-based Compensation

The Company has a stock-based compensation plan that allows for the grant of common stock of the Company to members of management, key executives and non-employee directors.

The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of restricted common stock of the Company to members of management, key executives and non-employee directors.

The fair value of such awards is based on the fair value of the Company’s stock on the date of grant, and all are classified as equity awards.

In fiscal year 2022, the 2010 Stock Plan terminated and was replaced by the 2022 Stock Plan (the “Stock Plan” and together with the 2010 Stock Plan, the "Stock Plans") with 500,000 initial authorized shares.

In fiscal year 2024 an additional 1,000,000 shares were authorized.

The Stock Plan had 843,925 remaining shares available to be issued as of October 31, 2025.

Management Performance Awards

Certain restricted stock grants are made to management under the Stock Plans ("Performance Awards").

Historically, the Company granted awards to management each December based on the achievement of certain annual financial performance and other criteria achieved during the previous fiscal year.

These grants were based on a percentage of the employee’s base salary divided by the stock price on the grant date once the performance criteria were met, and generally vested over a two-year period as service is provided.

During December 2023, 36,127 shares of stock with a per share price of $ 19.57 were granted to management for fiscal year 2023 performance, resulting in total compensation expense of approximately $ 707,000 , with $ 293,000 recognized in fiscal year 2023, and the balance recognized over the next two years as the shares vest.

During April 2024, 4,330 shares of stock with a weighted average per share price of $ 19.49 were granted to management and vested upon issuance.

The related compensation expense of $ 84,000 was recognized upon vesting.

During May 2024, 35,779 shares of stock with a per share price of $ 20.07 were granted to management.

The related compensation expense of approximately $ 718,000 will be recognized over three years as the shares vest.

In May 2024, the Company entered into Performance Share-Based Agreements with members of management whereby the employees may be granted up to a maximum of 71,558 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

The Company recorded $ 306,000 of stock compensation expense, based on the awards probable of vesting, during fiscal year 2024.

Certain time-based restricted stock grants are made to management under the Stock Plan and generally vest over a three-year period as service is provided.

In November 2024, 20,555 shares of restricted stock with a per share price of $ 25.54 were granted to management.

The related compensation expense of $ 525,000 will be recognized over three years as the shares vest.

In December 2024, 6,194 shares of restricted stock with a per share price of $ 26.30 were granted to management.

The related compensation expense of $ 163,000 will be recognized over three years as the shares vest.

In October 2025, 10,992 shares of restricted stock with a per share price of $ 14.13 were granted to management and vested upon issuance.

The related compensation expense of $ 155,000 was recognized in fiscal year 2025.

In fiscal years 2024 and 2025, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

As of October 31, 2025, the maximum number of potential shares to be awarded is 95,324 shares.

The Company recorded $ 50,000 of stock compensation expense during fiscal year 2025, based on the awards probable of vesting.

Executive Awards

Certain restricted stock grants are made to key executives under the Stock Plans (“Executive Awards”).

These grants generally vest over a three-year period as service is provided.

During November 2023, the Company granted 53,078 shares of common stock with a per share price of $ 14.13 to key executives.

The related compensation expense of approximately $ 750,000 will be recognized equally over the next three years as the shares vest.

Certain time-based restricted stock grants are made to key executives under the Stock Plans and generally vest over a three-year period as service is provided.

In November 2024, 29,366 shares of restricted stock with a per share price of $ 25.54 were granted to key executives.

The related compensation expense of $ 750,000 will be recognized equally over the next three years as the shares vest.

LIMONEIRA COMPANY

4 unchanged sentences

In fiscal year 2022, the Company entered into Retention Bonus Agreements with key executives (collectively, the “Retention Bonus Agreements”) whereby the executives are eligible to receive cash and restricted stock grants.

During December 2023, the Company granted 12,709 shares of common stock with a per share price of $ 19.57 to key executives related to the Retention Bonus Agreements.

The related compensation expense of approximately $ 249,000 had $ 115,000 recognized for fiscal year 2023 and the balance recognized over the next year as the shares vest.

During June 2024, the Company granted 40,926 shares of stock with a per share price of $ 20.36 .

The related compensation expense of approximately $ 833,000 will be recognized over one year as the shares vest.

In November 2023, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 106,157 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

The Company recorded $ 454,000 of stock compensation expense, based on the awards probable of vesting, during fiscal year 2024.

During December 2024, the Company granted 2,972 shares of restricted stock with a per share price of $ 26.30 to key executives related to the Retention Bonus Agreements.

The related compensation expense of $ 78,000 will be recognized over the next year as the shares vest.

In fiscal years 2024 and 2025, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

As of October 31, 2025, the maximum number of potential shares to be awarded is 164,889 shares.

The Company recorded $ 182,000 of stock compensation expense during fiscal year 2025, based on the awards probable of vesting.

Director Awards

The Company issues shares of restricted common stock to non-employee directors under the Stock Plan on an annual basis that generally vest after a one-year period (“Director Awards”).

During January 2024, 609 shares of stock were granted as Director Awards with a per share price of $ 20.37 .

During March 2024, an additional 26,478 shares of stock were granted as Director Awards with a per share price of $ 19.26 .

Certain time-based restricted stock grants are made on an annual basis to non-employee directors under the Stock Plan and generally vest after a one-year period as service is provided.

During April 2025, 30,540 shares were granted as Director Awards with a per share price of $ 16.70 .

Summary of Awards

6 unchanged sentences

Total 100,619 $ 21.68 210,036 $ 18.40 296,189 $ 14.52

The Company recognized $ 4,116,000 , $ 3,841,000 and $ 2,732,000 of stock-based compensation for fiscal years 2024, 2023 and 2022, respectively, of which the majority of the expense has been included in selling, general and administrative expenses for all years presented.

The Company recognized $ 3,077,000 , $ 4,116,000 and $ 3,841,000 of stock-based compensation for fiscal years 2025, 2024 and 2023, respectively, of which the majority of the expense is included in selling, general and administrative expenses for all years presented.

Forfeitures are accounted for in the period that the forfeiture occurs.

17 unchanged sentences

On December 16, 2025, the Company declared a cash dividend of $ 0.075 per common share payable on January 16, 2026, in the aggregate amount of $ 1,360,000 to common stockholders of record as of December 30, 2025.

Treasury Stock

Share Repurchase Program

In March 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to purchase up to $ 30,000,000 of its shares of outstanding common stock.

The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase any shares.

No shares have been repurchased under this program.

Segment Information

2 unchanged sentences

The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases.

The fresh lemons segment includes sales, farming and harvest costs and third-party grower and supplier costs relative to fresh lemons.

The lemon packing segment includes packing revenues and lemon packing costs.

The lemon packing segment revenues include intersegment revenues between fresh lemons and lemon packing.

The intersegment revenues are included gross in the segment note and a separate line item is shown as an elimination.

The fresh lemons segment includes sales, growing and harvest costs and third-party grower and supplier costs relative to fresh lemons.

The lemon packing segment includes packing revenues and packing costs.

Fresh lemons and lemon packing revenues relate to lemons grown on the Company’s orchards and lemons procured from third-party growers.

The avocados segment includes sales, farming and harvest costs.

The other agribusiness segment primarily includes sales, farm management, farming and harvest costs, brokered fruit costs of oranges and specialty citrus, other crops, fallowing revenue, shipping revenue and shipping costs.

During fiscal year 2024, the Company changed its reporting of other revenue and other costs and includes these items in the other agribusiness segment instead of the fresh lemons segment.

The other agribusiness segment primarily includes sales, farm management, growing and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs.

Prior years’ information has been restated to conform to the current year’s presentation.

The Company’s CODM is the chief executive officer.

The Company’s CODM measures the operating performance of the Company’s operating segments and allocates resources based on its evaluation.

Revenues and operating income or loss, excluding depreciation and amortization, are used to monitor budget versus actual results.

The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company’s CODM.

No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s CODM.

The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments.

No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s chief operating decision maker.

The Company measures operating performance, including revenues and operating income, of its operating segments and allocates resources based on its evaluation.

The Company does not allocate selling, general and administrative expense, impairment of intangible asset, gain or loss on disposal of assets, gain on legal settlement, total other income (expense) and income taxes, or specifically identify them to its operating segments.

The lemon packing segment earns packing revenue for packing lemons grown on its orchards and lemons procured from third-party growers.

Intersegment revenues represent packing revenues related to lemons grown on the Company’s orchards.

The Company also does not allocate impairment charges, various gains or losses included in operating income or loss, selling, general and administrative expenses, total other income or expense and income taxes, or specifically identify them to its operating segments.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment Information (continued)

The Company adopted ASU 2023-07 as of fiscal year 2025 and, as a result, expanded its segment information to include significant segment expenses and other segment items.

Other segment items for the lemon packing segment include lease expenses, utilities, repairs and maintenance, professional assessments and fees, insurance, property taxes, custom packing and other packinghouse operational expenses.

Other segment items for the other agribusiness segment are primarily shipping expenses.

Other segment items in Corporate and Other include rental and operations expenses.

Prior years’ information has been restated to conform to the current year’s presentation.

Segment information for fiscal year 2025 is as follows (in thousands):

Packing Eliminations

Fresh Lemons Lemon

Avocados Other

3 unchanged sentences

Revenues from external customers $ 75,811 $ 49,147 $ 11,741 $ 16,986 $ 153,685 $ 6,038 $ 159,723

Intersegment revenue — 32,127 ( 32,127 ) — — — — —

Total net revenues 119,044 49,258 ( 32,127 ) 25,114 24,634 185,923 5,580 191,503

Costs and expenses 116,308 42,751 ( 32,127 ) 7,334 23,424 157,690 31,617 189,307

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 19,820 — — 19,820 — 19,820

Packing supplies and fruit treatments — 13,799 — — 13,799 — 13,799

Harvest costs 7,777 — 1,385 333 9,495 — 9,495

Growing costs 8,884 — 4,621 4,005 17,510 — 17,510

Third party grower and supplier costs 60,928 — — 9,140 70,068 — 70,068

Other segment items — 13,762 — 2,113 15,875 3,786 19,661

Gain on sales of water rights — — — — — ( 1,488 ) ( 1,488 )

Loss on disposal of assets, net — — — — — 706 706

Gain on remeasurement of previously held equity method investment — — — — — ( 2,852 ) ( 2,852 )

Selling, general and administrative — — — — — 24,200 24,200

Total costs and expenses, excluding depreciation and amortization 77,589 47,381 6,006 15,591 146,567 24,352 170,919

Depreciation and amortization — — — — 8,243 966 9,209

Operating (loss) income $ ( 1,778 ) $ 1,766 $ 5,735 $ 1,395 $ ( 1,125 ) $ ( 19,280 ) $ ( 20,405 )

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment Information (continued)

Total other expense ( 600 )

Loss before income tax benefit $ ( 21,005 )

Segment information for fiscal year 2024 is as follows (in thousands):

Packing Eliminations

Avocados Other

3 unchanged sentences

Revenues from external customers $ 86,917 $ 49,258 $ 25,114 $ 24,634 $ 185,923 $ 5,580 $ 191,503

Intersegment revenue — 31,081 ( 31,081 ) — — — — —

Total net revenues 117,445 51,654 ( 31,081 ) 7,046 29,317 174,381 5,520 179,901

Costs and expenses (gains) 117,602 45,689 ( 31,081 ) 4,034 25,602 161,846 ( 1,304 ) 160,542

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 16,841 — — 16,841 — 16,841

Packing supplies and fruit treatments — 10,902 — — 10,902 — 10,902

Harvest costs 8,877 — 3,058 650 12,585 — 12,585

Growing costs 10,258 — 4,276 13,043 27,577 — 27,577

Third party grower and supplier costs 65,046 — — 7,130 72,176 — 72,176

Other segment items — 15,008 — 2,601 17,609 4,605 22,214

Impairment of intangible asset — — — — — 643 643

Gain on disposal of assets, net — — — — — ( 507 ) ( 507 )

Selling, general and administrative — — — — — 26,876 26,876

Costs and expenses, excluding depreciation and amortization:

84,181 42,751 7,334 23,424 157,690 31,617 189,307

Depreciation and amortization — — — — 7,117 1,257 8,374

Operating income (loss) $ ( 157 ) $ 5,965 $ — $ 3,012 $ 3,715 $ 5,212 $ 5,571 $ 10,783

Operating (loss) income $ 2,736 $ 6,507 $ 17,780 $ 1,210 $ 21,116 $ ( 27,294 ) $ ( 6,178 )

Total other income 17,725

Income before income tax provision $ 11,547

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment Information (continued)

Segment information for fiscal year 2023 is as follows (in thousands):

Packing Eliminations Avocados Other

Packing Avocados Other

Agribusiness Total

2 unchanged sentences

Revenues from external customers $ 86,364 $ 51,654 $ 7,046 $ 29,317 $ 174,381 $ 5,520 $ 179,901

Intersegment revenue — 29,817 ( 29,817 ) — — — — —

Total net revenues 117,924 51,993 ( 29,817 ) 17,331 21,850 179,281 5,324 184,605

Costs and expenses 112,688 43,017 ( 29,817 ) 5,524 20,635 152,047 20,559 172,606

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 19,221 — — 19,221 — 19,221

Packing supplies and fruit treatments — 14,711 — — 14,711 — 14,711

Harvest costs 17,374 — 759 480 18,613 — 18,613

Growing costs 17,995 — 3,275 12,108 33,378 — 33,378

Third party grower and supplier costs 51,152 — — 10,122 61,274 — 61,274

Other segment items — 11,757 — 2,892 14,649 3,925 18,574

Gain on legal settlement — — — — — ( 2,269 ) ( 2,269 )

Gain on disposal of assets, net — — — — — ( 28,849 ) ( 28,849 )

Selling, general and administrative — — — — — 25,889 25,889

Costs and expenses (gains), excluding depreciation and amortization 86,521 45,689 4,034 25,602 161,846 ( 1,304 ) 160,542

Depreciation and amortization — — — — 7,323 1,253 8,576

Operating income (loss) $ ( 157 ) $ 5,965 $ 3,012 $ 3,715 $ 5,212 $ 5,571 $ 10,783

Revenues related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues for fiscal years ended October 31, is as follows (in thousands):

Total other income 2,581

Income before income tax provision $ 13,364

Revenue related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues for fiscal years ended October 31, is as follows (in thousands):

2025 2024 2023

Oranges $ 7,745 $ 5,189 $ 5,779

Specialty citrus and other crops 5,089 9,515 8,978

Specialty citrus and wine grapes 4,010 5,089 9,515

Farm management 1,622 10,212 9,931

6 unchanged sentences

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What changed 10-K

Item 8. Financial Statements and Supplementary Data