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Item 9A. Controls and Procedures

2025-12-23 compared with 2024-12-23 · 32 added, 30 removed, 160 unchanged (28% of the section changed)

21 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 31, 2024, of the Company and our report dated December 23, 2024, expressed an unqualified opinion on those financial statements based on our audit and the report of the other auditors.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended October 31, 2025, of the Company and our report dated December 23, 2025, expressed an unqualified opinion on those financial statements based on our audit and the report of Ernst & Young LLP.

Basis for Opinion

44 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

14 unchanged sentences

EXHIBIT INDEX

2.1 Certificate of Merger of Limoneira Company and The Samuel Edwards Associates into Limoneira Company, dated October 31, 1990 (Incorporated by reference to exhibit 3.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.

2.2 Certificate of Merger of McKevett Corporation into Limoneira Company dated December 31, 1994 (Incorporated by reference to exhibit 3.3 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.

2.1 Agreement of Merger Between Ronald Michaelis Ranches, Inc.

14 unchanged sentences

1 to Real Estate Advisory Management Consultant Agreement dated August 24, 2010, by and between Limoneira Company and Parkstone Companies (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 25, 2010 (File No.

10.3 Lease Agreement dated February 15, 2005, between Limoneira Company and Calavo Growers, Inc.

(Incorporated by reference to exhibit 10.6 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No.

10.3 Judgment, dated March 7, 1996, United Water Conservation Dist.

5 unchanged sentences

10.7 Retained Property Development Agreement, dated November 10, 2015, by and among Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 16, 2015 (File No.

10.9 Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.

10.10 Promissory Note and Revolving Credit Facility Supplement to Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.

10.11 Promissory Note and Non-Revolving Credit Facility Supplement to Master Loan Agreement, dated June 1, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.

10.12 Agreement to Convert to Fixed Interest Rate, dated June 8, 2021, between Limoneira Company and Farm Credit West, PCA (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K, filed June 17, 2021 (File No.

10.8† Limoneira Company 2022 Omnibus Incentive Plan, as approved by the Stockholders on March 22, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.

10.14 A mend m e nt to Limoneira Company 2022 Omnibus Incentive Plan, da ted March 26, 2024 (Incorporated by reference to exhibit 10.

1 of the Company’s Current Report on Form 8-K, filed March 28, 2024 (File No.

10.9 Amendment to Limoneira Company 2022 Omnibus Incentive Plan, dated March 26, 2024 (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed March 28, 2024 (File No.

10.10† Form of Time-Based Restricted Share Award Agreement for Non-Employee Directors, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.

1 unchanged sentence

10.12† Form of Time-Based Restricted Share Award Agreement for Employees, Pursuant to the Limoneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to exhibit 10.5 of the Company’s Current Report on Form 8-K, filed August 1, 2022 (File No.

10.18 Purchase and Sale Agreement, dated as of September 7, 2022, by and between Limoneira Company and Limoneira Lewis Community Builders, LLC (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed September 8, 2022 (File No.

10.13† Retention Bonus Agreement, dated October 26, 2022, between Limoneira Company and Harold Edwards (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed October 27, 2022 (File No.

10.14† Retention Bonus Agreement, dated October 26, 2022, between Limoneira Company and Mark Palamountain (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed October 27, 2022 (File No.

10.21 Standard Industrial/Commercial Single Tenant Lease, dated October 26, 2022 (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed October 31, 2022 (File No.

10.15 First Amendment to the First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC, dated October 25, 2022 (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K/A, filed October 31, 2022 (File No.

10.16 Limited Liability Company Agreement of LLCB II, LLC, dated October 25, 2022 (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on October 26, 2022 (File No.

10.24 Closing Agreement, dated October 25, 2022, between the Company, Limoneira Lewis Community Builders, LLC and Limoneira Lewis Community Builders II, LLC (Incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K/A, filed on October 31, 2022 (File No.

10.25 Farm Management Agreement, dated January 31, 2023, by and between Capital Agricultural Property Services, Inc.

by and between Capital Agricultural Services, Inc.

and Limoneira Company ( I ncorporated by reference to exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.

10.26 Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC ( I ncorporated by reference to exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.

10.27 Form of Award Agreement under the Limoneira Company 2022 Omnibus Plan ( I ncorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed November 2, 2023 (File No.

10.28† Form of Change in Control Agreement ( I ncorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 24, 202 4 (File No.

10.29 T ransaction Bonus Agreement , dated August 22, 2024, between Harold Edwards and Limoneira Company (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 23 , 2024 (File No.

10.30 Transaction Bonus Agreement, dated August 22, 2024, between Mark Palamountain and Limoneira Company (Incorporated by reference to exhibit 10.

2 of the Company’s Current Report on Form 8-K, filed August 23, 2024 (File No.

10.31 Cooperation Agreement, by and be tween Limoneira Company and Peter J.

Nolan, dated December 15, 2023 (Incorporated by reference to exhibit 10.

1 of the Company’s Current Report on Form 8-K, filed December 18, 202 3 (File No.

10.32* Second Am endment to First Amend ed a nd Restated Limited L i a bility Company Agreement of L imoneira L ew is Community Builders, LLC

10.33* Third Amendment to First Amended a nd Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC

19.1* Limoneira Company Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures

10.17† Change in Control Agreement, dated as of July 24, 2024 between Limoneira Company and Harold Edw a rds (Incorporated by reference to exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed September 9, 2024 (File No.

10.18† Change in Cont r ol Agreement, dated as of July 24, 2024 between Limoneira Company and Mark Palamountain (Incorporated by reference to exhibit 10.

2 of the Company’s Quarterly Report on Form 10-Q, filed September 9, 202 4 (File No.

10.19 Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC (Incorporated by reference to exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q, filed March 9, 2023 (File No.

10.20 Form of Award Agreement under the Limoneira Company 2022 Omnibus Plan (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed November 2, 2023 (File No.

10.21† Form of Change in Control Agreement (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed July 24, 2024 (File No.

10.22 Transaction Bonus Agreement, dated August 22, 2024, between Harold Edwards and Limoneira Company (Incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K, filed August 23, 2024 (File No.

10.23 Transaction Bonus Agreement, dated August 22, 2024, between Mark Palamountain and Limoneira Company (Incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K, filed August 23, 2024 (File No.

10.24 Second Amendment to First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC ( Incorporated by reference to exhibit 10.32 of the Company ’ s Annual Report on Form 10-K, file d December 2 3 , 2024 (File No.

10.25 Third Amendment to First Amended and Restated Limited Liability Company Agreement of Limoneira Lewis Community Builders, LLC ( Inco rp o rated by reference to exhibit 10.

33 of the Company ’ s Annual Report on Form 10-K, file d December 2 3 , 2024 (File No.

10.26 Packinghouse License Agreement, by and between Limoneira Company and Sunkist Growers, Inc., dated June 6, 2025 (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, filed June 9, 2025 (File No.

10.27 Master Loan Agreement, between Limoneira Company and AgWest Farm Credit, PCA, dated June 26, 2025 (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, filed July 2, 2025 (File No.

10.28 Promissory Note and Revolving Credit Facility Supplement to Master Loan Agreement, dated June 26, 2025, between Limoneira Company and AgWest Farm Credit, PCA (Incorporated by reference to Exhibit 10.

2 to the Company ’ s Current Report on Form 8-K, filed July 2, 2025 (File No.

10.29 Promissory Note and Revolving Credit Facility Supplement to Master Loan Agreement, dated June 26, 2025, between Limoneira Company and AgWest Farm Credit, PCA (Incorporated by reference to Exhibit 10.

3 to the Company ’ s Current Report on Form 8-K, filed July 2, 2025 (File No.

10.30 Modi fication to Master Loan Agreement, dated December 12, 2025 by and between Limoneira Company and AgWest Farm Credit, PCA (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, filed December 16 , 2025 (File No.

10.31 Purchase and Sale Agreement, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA (Incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K, filed November 13 , 2025 (File No.

10.32 Purchase and Sale Agreement, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A.

and San Pedro, SpA.

(Incorporated by reference to Exhibit 10.

2 to the Company ’ s Current Report on Form 8-K, filed November 13 , 2025 (File No.

10.33 Novation Contract, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA (Incorporated by reference to Exhibit 10.

3 to the Company ’ s Current Report on Form 8-K, filed November 13 , 2025 (File No.

10.34 Novation Contract, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A.

and San Pedro, SpA (Incorporated by reference to Exhibit 10.

4 to the Company ’ s Current Report on Form 8-K, filed November 13, 2025 (File No.

19.1 Limoneira Company Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosure s ( In corporated by reference to ex hibit 19.1 of the Company ’ s Annual Report on Form 10-K, filed December 23, 2024 (File No.

21.1* Subsidiaries of Limoneira Company

44 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures