Limoneira CO 10-K

Item 8. Financial Statements and Supplementary Data Limoneira Company Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm 46 Consolidated Financial Statements of Limoneira Company Consolidated Balance Sheets as of October 31, 2025 and 2024 48 Consolidated Statements of Operations for the years ended October 31, 2025, 2024 and 2023 49 Consolidated Statements of Comprehensive (Loss) Income for the years ended October 31, 2025, 2024 and 2023 50 Consolidated Statements of Stockholders’ Equity and Temporary Equity for the years ended October 31, 2025, 2024 and 2023 51 Consolidated Statements of Cash Flows for the years ended October 31, 2025, 2024 and 2023 52 Notes to Consolidated Financial Statements 54 All schedules are omitted for the reason that they are not applicable or the required information is included in the Consolidated Financial Statements or the notes thereto. 45 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Limoneira Company Opinion on the Financial Statements 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our 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 Ernst & Young LLP provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Real estate development assets held by the Company and equity in investment in LLCB – Impairment Indicators – Refer to Notes 2, 6, and 7 to the financial statements 46 Critical Audit Matter Description The Company’s evaluation of real estate development projects, held either by the Company or as included specifically within its investment in LLCB, for impairment involves an initial assessment of each real estate development project to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of, or investment in, real estate development projects are no longer recoverable. Possible indications of impairment may include events or changes in circumstances affecting the entitlement process, litigation, zoning, government regulation, geographical demand for new housing or commercial property, and market conditions related to residential or commercial land lots. When events or changes in circumstances exist, the Company further evaluates the real estate development projects for impairment by a) comparing undiscounted future cash flows expected to be generated over the life of the real estate development projects to the respective carrying amount for its real estate development or b) determining if its equity in investment has incurred an other-than-temporary decline in value. The Company makes significant judgments in evaluating each real estate development project as held by them or within its investment in LLCB, for possible indications of impairment. These judgments may relate to the identification of appropriate and comparable market prices, the consideration of changes to legal factors or the business climate, the likelihood of successfully completing the entitlement process, changes in zoning or government regulation, and demand for new housing. Changes in these judgments could have a significant impact on real estate development or equity in investments. Real estate development assets held by the Company were $10,628,000, and equity in investments was $72,167,000 as of October 31, 2025 of which $58,416,000 was related to LLCB. For the year ended October 31, 2025, no impairment loss has been recognized on any real estate development and no other-than-temporary-impairment has been recognized on the Company’s equity in LLCB. We identified the significant judgments made by management in evaluating real estate development assets held by the Company and equity in investment in LLCB, for possible indicators of impairment, as a critical audit matter. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions when determining whether events or changes in circumstances have occurred indicating that the carrying amount of real estate development assets held by the Company and equity in investment in LLCB may not be recoverable and whether management appropriately identified impairment indicators. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the evaluation of real estate development assets held by the Company and equity in investment in LLCB for possible indications of impairment included the following, among others: • We tested the effectiveness of the controls over management’s identification of possible circumstances that may indicate that real estate development assets held by the Company or equity in investment in LLCB is no longer recoverable, including controls over management’s evaluation of the entitlement process, litigation, zoning, government regulation, geographical demand and market conditions. • We evaluated management’s impairment analysis by: – Searching for adverse asset-specific and/or market conditions by reviewing publicly available information on land values in the surrounding regions of the development, periodicals and news information relating to the Southern California real estate market – Obtaining information from legal counsel and performing inquiries with management in order to evaluate any changes in the status of litigation matters affecting the real estate development assets and the potential impact on the ability to recover the accumulated costs, including any relevant government regulations and/or other matters impacting the entitlement process – Obtaining comparable land sales in the area and comparing such data to information used by management with the assistance of our fair value specialists – Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis /s/ Deloitte & Touche LLP Los Angeles, California December 23, 2025 We have served as the Company’s auditor since 2019. 47 LIMONEIRA COMPANY CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) October 31, 2025 2024 Assets Current assets: Cash $ 1,509 $ 2,996 Accounts receivable, net 15,432 14,734 Cultural costs 2,406 1,877 Prepaid expenses and other current assets 4,444 3,849 Receivables/other from related parties, net 2,973 2,390 Assets held for sale 13,718 — Total current assets 40,482 25,846 Property, plant and equipment, net 172,645 162,046 Real estate development 10,628 10,201 Equity in investments 72,167 81,546 Goodwill 1,506 1,504 Intangible assets, net 2,621 5,221 Other assets 11,088 12,451 Total assets $ 311,137 $ 298,815 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 7,896 $ 7,260 Growers and suppliers payable 6,885 8,960 Accrued liabilities 9,290 12,483 Payables to related parties 5,989 5,542 Current portion of long-term debt 31 559 Total current liabilities 30,091 34,804 Long-term liabilities: Long-term debt, less current portion 72,450 40,031 Deferred income taxes 15,378 20,084 Other long-term liabilities 2,381 1,395 Total liabilities 120,300 96,314 Commitments and contingencies — — Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized: 14,790 shares issued and outstanding at October 31, 2025 and October 31, 2024) ( 8.75 % coupon rate) 1,479 1,479 Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized: 9,300 shares issued and outstanding at October 31, 2025 and October 31, 2024) ( 4 % dividend rate on liquidation value of $ 1,000 per share) 9,331 9,331 Stockholders’ equity: Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized: zero issued or outstanding at October 31, 2025 and October 31, 2024) — — Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 18,287,868 and 18,284,148 shares issued and 18,036,891 and 18,033,171 shares outstanding at October 31, 2025 and October 31, 2024, respectively) 180 180 Additional paid-in capital 171,365 170,243 Retained earnings ( 1,070 ) 20,826 Accumulated other comprehensive loss ( 6,270 ) ( 6,614 ) Treasury stock, at cost, 250,977 shares at October 31, 2025 and October 31, 2024 ( 3,493 ) ( 3,493 ) Noncontrolling interests 19,315 10,549 Total stockholders’ equity 180,027 191,691 Total liabilities, convertible preferred stock and stockholders’ equity $ 311,137 $ 298,815 See Notes to Consolidated Financial Statements. 48 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Years Ended October 31, 2025 2024 2023 Net revenues: Agribusiness $ 153,685 $ 185,923 $ 174,381 Other operations 6,038 5,580 5,520 Total net revenues 159,723 191,503 179,901 Costs and expenses: Agribusiness 154,810 164,807 169,169 Other operations 4,477 5,274 4,612 Impairment of intangible asset — 643 — 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 ) Selling, general and administrative 24,475 27,464 26,455 Total costs and expenses 180,128 197,681 169,118 Operating (loss) income ( 20,405 ) ( 6,178 ) 10,783 Other (expense) income: Interest income 62 118 364 Interest expense, net of patronage dividends ( 1,553 ) ( 961 ) ( 494 ) Equity in earnings of investments, net 798 18,356 5,322 Other income (expense), net 93 212 ( 2,611 ) 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 (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 Weighted-average common shares outstanding-diluted 17,834 17,715 17,603 See Notes to Consolidated Financial Statements. 49 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in thousands) Years Ended October 31, 2025 2024 2023 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 , zero and $( 135 ) — — ( 220 ) Pension settlement cost, net of tax of zero , zero and $ 756 — — 1,944 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. 50 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY (in thousands, except share data) Stockholders’ Equity Temporary Equity Common Stock Additional Paid-In Retained Accumulated Other Comprehensive Treasury Non-controlling Total Series B Convertible Preferred Series B-2 Convertible Preferred Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock Balance at October 31, 2022 17,684,315 $ 177 $ 165,169 $ 15,500 $ ( 7,908 ) $ ( 3,493 ) $ 11,609 $ 181,054 $ 1,479 $ 9,331 Dividends - common ($ 0.30 per share) — — — ( 5,382 ) — — — ( 5,382 ) — — Dividends - Series B ($ 8.75 per share) — — — ( 129 ) — — — ( 129 ) — — Dividends - Series B-2 ($ 40 per share) — — — ( 372 ) — — ( 372 ) — — Stock compensation 296,189 3 3,838 — — — — 3,841 — — Exchange of common stock ( 39,472 ) ( 1 ) ( 566 ) — — — — ( 567 ) — — 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 Dividends - common ($ 0.30 per share) — — — ( 5,406 ) — — — ( 5,406 ) — — Dividends - Series B ($ 8.75 per share) — — — ( 129 ) — — — ( 129 ) — — Dividends - Series B-2 ($ 40 per share) — — — ( 372 ) — — — ( 372 ) — — Stock compensation 210,036 2 4,114 — — — — 4,116 — — Exchange of common stock ( 117,897 ) ( 1 ) ( 2,312 ) — — — — ( 2,313 ) — — Noncontrolling interest adjustment — — — — — — ( 118 ) ( 118 ) — — Net income (loss) — — — 7,716 — — ( 542 ) 7,174 — — 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 Dividends - common ($ 0.30 per share) — — — ( 5,414 ) — — — ( 5,414 ) — — Dividends - Series B ($ 8.75 per share) — — — ( 129 ) — — — ( 129 ) — — Dividends - Series B-2 ($ 40 per share) — — — ( 372 ) — — — ( 372 ) — — Stock compensation 100,619 1 3,076 — — — — 3,077 — — Exchange of common stock ( 96,899 ) ( 1 ) ( 1,954 ) — — — — ( 1,955 ) — — 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 See Notes to Consolidated Financial Statements. 51 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended October 31, 2025 2024 2023 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 — 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 ) Stock compensation expense 3,077 4,116 3,841 Non-cash lease expense 1,974 1,831 1,647 Equity in earnings of investments, net ( 798 ) ( 18,356 ) ( 5,322 ) Cash distributions from equity investments 10,092 15,005 220 Deferred income taxes ( 4,706 ) ( 2,087 ) ( 1,947 ) Other, net 3 1 168 Changes in operating assets and liabilities: Accounts receivable and receivables/other from related parties 466 1,105 815 Cultural costs ( 528 ) 454 2,455 Prepaid expenses and other current assets ( 332 ) 353 1,487 Other assets ( 343 ) ( 160 ) 1,230 Accounts payable and growers and suppliers payable ( 1,718 ) ( 3,343 ) ( 1,772 ) Accrued liabilities and payables to related parties ( 2,918 ) 3,780 ( 2,921 ) Income taxes receivable ( 640 ) 1,272 ( 1,035 ) Other long-term liabilities 1,143 ( 1,802 ) ( 2,727 ) Net cash (used in) provided by operating activities ( 6,009 ) 17,853 ( 15,870 ) Investing activities Capital expenditures ( 13,538 ) ( 9,413 ) ( 10,305 ) Net proceeds from sales of assets 411 1,043 98,545 Net proceeds from legal settlement — — 853 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 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 ) Net cash (used in) provided by investing activities ( 18,347 ) ( 9,187 ) 90,577 Financing activities Borrowings of long-term debt 170,076 175,685 57,940 Repayments of long-term debt ( 138,186 ) ( 176,057 ) ( 122,921 ) Principal paid on finance leases and equipment financings ( 1,029 ) ( 698 ) ( 491 ) Dividends paid – common ( 5,414 ) ( 5,406 ) ( 5,382 ) Dividends paid – preferred ( 501 ) ( 501 ) ( 501 ) Exchange of common stock ( 1,955 ) ( 2,313 ) ( 567 ) 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 ) Net (decrease) increase in cash ( 1,487 ) ( 635 ) 2,774 Cash at beginning of period 2,996 3,631 857 Cash at end of period $ 1,509 $ 2,996 $ 3,631 52 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (in thousands) Years Ended October 31, 2025 2024 2023 Supplemental disclosures of cash flow information Cash paid during the period for interest (net of amounts capitalized) $ 1,191 $ 971 $ 652 Cash paid during the period for income taxes, net $ 707 $ 5,194 $ 7,229 Non-cash investing and financing activities: Capital expenditures accrued but not paid at period-end $ 636 $ 382 $ 309 Cancellation of loan guarantee related to equity investment $ — $ 1,080 $ — See Notes to Consolidated Financial Statements. 53 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, harvesting citrus, and packing, marketing and selling citrus. The Company is also engaged in residential rentals and other rental operations and real estate development activities. 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. 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. 2. Summary of Significant Accounting Policies Principles of Consolidation 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 (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. The Company considers the criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Code (“ASC”) 810, Consolidations, and the effect of variable interest entities, in its consolidation process. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable The Company grants credit in the course of its operations to cooperatives, companies and lessees of the Company’s facilities. The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company provides allowances on its receivables as required based on accounts receivable aging and other factors. As of October 31, 2025 and 2024 the allowances totaled $ 600,000 and $ 355,000 , respectively. 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 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. 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. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. Cultural Costs Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. Harvest costs are comprised of labor and equipment expenses incurred to harvest and deliver crops to the packinghouses. 54 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Cultural Costs (continued) Certain of the Company’s crops have distinct growing periods and distinct harvest and selling periods, each of which lasts approximately four to eight months . During the growing period, cultural costs are capitalized as they are associated with benefiting and preparing the crops for the harvest and selling period. 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 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. Most cultural costs, including amortization of capitalized cultural costs, and harvest costs are associated with and charged to specific crops. Certain other costs, such as property taxes, indirect labor, including farm supervision and management, and irrigation that benefit multiple crops are allocated to crops on a per acre basis. Income Taxes Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to affect taxable income. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Property, Plant and Equipment Property, plant and equipment is stated at original cost, net of accumulated depreciation. Depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the related assets as follows (in years): Land improvements 10 – 30 Buildings and building improvements 10 – 50 Equipment 5 – 20 Orchards and vineyards 20 – 30 Costs of planting and developing orchards are capitalized until the orchards become commercially productive. Planting costs consist primarily of the costs to purchase and plant nursery stock. Orchard development costs consist primarily of maintenance costs of orchards such as cultivation, pruning, irrigation, labor, pest control and fertilization, and interest costs during the development period. The Company ceases the capitalization of costs and commences depreciation when the orchards become commercially productive and orchard maintenance costs are accounted for as cultural costs as described above. Capitalized Interest Interest is capitalized on real estate development projects and significant construction in progress using the weighted average interest rate during the fiscal year. Capitalized interest is included in property, plant, and equipment, equity in investments and real estate development assets in the Company’s consolidated balance sheets. 55 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Real Estate Development Costs The Company capitalizes the planning, entitlement, construction, development costs and interest associated with its various real estate projects. Costs that are not capitalized, which include property maintenance and repairs, general and administrative and marketing expenses, are expensed as incurred. A real estate development project is considered substantially complete upon the cessation of construction and development activities. Once a project is substantially completed, future costs are expensed as incurred. 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 Investments in unconsolidated joint ventures in which the Company has significant influence but less than a controlling interest, or is not the primary beneficiary if the joint venture is determined to be a Variable Interest Entity (“VIE”), are accounted for under the equity method of accounting and, accordingly, are adjusted for capital contributions, distributions, capitalized interest and the Company’s equity in net earnings or loss of the respective joint venture. The Company evaluates equity method investments for impairment whenever events or changes in circumstances exist that may indicate the investments are no longer recoverable or have incurred an other-than-temporary decline in value. Long-Lived and Intangible Assets Intangible assets consist primarily of customer relationships, trade names and trademarks and a non-competition agreement. The Company’s definite-life intangible assets are being amortized on a straight-line basis over their estimated lives of eight years . Acquired water and mineral rights are indefinite-life assets not subject to amortization. Assets held for sale are carried at the lower of cost or fair value less estimated cost to sell. The Company evaluates long-lived assets, including its property and equipment, real estate development projects and definite-life intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the estimated fair value or undiscounted future cash flows from the use of an asset are less than the carrying value of that asset, a write-down is recorded to reduce the carrying value of the asset to its estimated fair value. The Company evaluates its indefinite-life intangible assets annually or whenever events or changes in circumstances indicate an impairment of the assets’ value may exist. Goodwill Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. Goodwill impairment is tested at the reporting unit level, which is defined as an operating segment or one level below the operating segment. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Goodwill impairment testing involves significant judgment and estimates. Fair Values of Financial Instruments Accounts receivable, accounts payable, growers and suppliers payable and accrued liabilities reported on the Company’s consolidated balance sheets approximate their fair values due to the short-term nature of the instruments. Based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities, the fair value of long-term debt is approximately equal to its carrying amount as of October 31, 2025 and 2024. Reclassifications Certain reclassifications have been made to the prior years’ consolidated financial statements to conform to the current presentation. 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. 56 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) 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 income (loss) by component at October 31(in thousands): 2025 2024 2023 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 Minimum pension liability adjustments: Other comprehensive (loss) income before reclassifications — — — — — — ( 355 ) 135 ( 220 ) Amounts reclassified to earnings included in “Other income (expense), net” — — — — — — 2,700 ( 756 ) 1,944 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): Foreign Currency Translation Loss Defined Benefit Pension Plan Accumulated Other Comprehensive (Loss) Income Balance as of October 31, 2022 $ ( 6,184 ) $ ( 1,724 ) $ ( 7,908 ) Other comprehensive income 518 1,724 2,242 Balance as of October 31, 2023 ( 5,666 ) — ( 5,666 ) Other comprehensive loss ( 948 ) — ( 948 ) Balance as of October 31, 2024 ( 6,614 ) — ( 6,614 ) Other comprehensive income 344 — 344 Balance as of October 31, 2025 $ ( 6,270 ) $ — $ ( 6,270 ) Foreign Currency The Company has foreign subsidiaries whose functional currencies are the Chilean Peso. Their balance sheets are translated to U.S. dollars at exchange rates in effect at the balance sheet date and their income statements are translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive (loss) income. 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. 57 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from contracts with customers , and recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps: • Identify the contract(s) with a customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contract; • Recognize revenue when (or as) the entity satisfies a performance obligation. The Company determines the appropriate method by which it recognizes revenue by analyzing the nature of the products or services being provided as well as the terms and conditions of contracts or arrangements entered into with its customers. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. A contract’s transaction price is allocated to each distinct good or service (i.e., performance obligation) identified in the contract and each performance obligation is valued based on its estimated relative standalone selling price. The Company recognizes the majority of its revenue at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer. The amount of revenue that is recognized is based on the transaction price, which represents the invoiced amount and includes estimates of variable consideration such as allowances for estimated customer discounts or concessions, where applicable. The amount of variable consideration included in the transaction price may be constrained and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Agribusiness revenue - Revenue from lemon sales is generally recognized at a point in time when the customer takes control of the fruit from the Company’s packinghouse, which aligns with the transfer of title to the customer. The Company has elected to treat any shipping and handling costs incurred after control of the goods has been transferred to the customer as agribusiness costs. The Company’s avocados are packed and sold by third-party packinghouses. The Company’s arrangements with its third-party packinghouses are such that the Company is the producer and supplier of the product, and the third-party packinghouses are the Company’s customers. The Company controls the product until it is delivered to the third-party packinghouses at which time control of the product is transferred to the third-party packinghouses and revenue is recognized. Farm management revenue is recorded when services are provided for farming, management, orchard development, accounting and operations. Revenue is recorded gross for all expense reimbursements plus a fee for the services provided. 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 and were immaterial for fiscal years 2025, 2024 and 2023. 58 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Leases Accounting for Leases as a Lessee - The Company enters into leases as a lessee generally for agricultural land, packinghouse facilities, equipment and vehicles. The Company determines if an arrangement is a lease or contains a lease at inception. Operating and finance leases are included in other assets, accrued liabilities and other long-term liabilities on its consolidated balance sheets. Lease right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease, measured on a discounted basis. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company uses either its incremental borrowing rate based on the information available at commencement date, or the rate implicit in the lease, if known, in determining the present value of future payments. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet as the Company has elected to recognize lease expense for these leases on a straight-line basis over the lease term. The Company had material leases with related parties which are further described in Note 14 - Related-Party Transactions. Certain of the Company’s agricultural land agreements contain variable costs based on a percentage of the operating results of the leased property. Such variable lease costs are expensed as incurred. These land agreements also contain costs for non-lease components, such as water usage, which the Company accounts for separately from the lease components. For all other agreements, the Company generally combines lease and non-lease components in calculating the ROU assets and lease liabilities. See Note 12 - Leases for additional information. Accounting for Leases as a Lessor - Leases in which the Company acts as the lessor include land, residential and commercial units and are all classified as operating leases. Certain of the Company’s contracts contain variable income based on a percentage of the operating results of the leased asset. Certain of the Company’s contracts contain non-lease components such as water, utilities and common area services. The Company has elected to not separate lease and non-lease components for its lessor arrangements and the combined component is accounted for entirely under ASC 842, Leases . The underlying asset in an operating lease arrangement is carried at depreciated cost within property, plant, and equipment, net on the consolidated balance sheets. Depreciation is calculated using the straight-line method over the useful life of the underlying asset. The Company recognizes operating lease revenue on a straight-line basis over the lease term. 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. Recent Accounting Pronouncements FASB Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ASU 2023-07 is intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses, the chief operating decision maker (“CODM”), and how the CODM uses the reported measure(s) of segment profit or loss. 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. 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. 59 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements (continued) ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures 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 the Company’s annual reporting for fiscal year 2026. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors In March 2024, the SEC adopted final rules under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning November 1, 2026. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. 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 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. Specific disclosures include the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. 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. 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. 60 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2. 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. 3. 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 $ 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. During the quarter ended April 30, 2023, the purchase price was decreased by $ 397,000 for reimbursement of certain cultural costs and prepaid expenses, resulting in a final purchase price of $ 100,008,000 . After transaction costs the Company received net proceeds of $ 98,411,000 . The following is a summary of the transaction (in thousands): Net cash proceeds received $ 85,494 Debt directly repaid through the transaction 12,917 Total net proceeds received 98,411 Less: net book value of assets sold Cultural costs 3,853 Prepaid expenses and other current assets 155 Property, plant and equipment, net 53,144 Intangible assets, net 12 Other assets 1,320 Accrued liabilities ( 68 ) 58,416 Gain on disposal of assets $ 39,995 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 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 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. 61 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 3. Asset Sales and Disposals (continued) Pan de Azucar and San Pablo Orchards The Company has a 90 % interest in Fruticola Pan de Azucar S. A. (“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 $ 187,000 during fiscal year 2024. Cadiz Ranch 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. 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following as of October 31 (in thousands): 2025 2024 Prepaid supplies and insurance $ 1,398 $ 1,986 Sales tax receivable 248 312 Income taxes receivable 184 — Lemon supplier advances 4 295 Insurance proceeds receivable 1,510 — Other 1,100 1,256 $ 4,444 $ 3,849 62 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 5. Property, Plant and Equipment Property, plant and equipment consist of the following as of October 31 (in thousands): 2025 2024 Land $ 63,769 $ 55,471 Land improvements 30,112 30,715 Buildings and building improvements 37,629 37,105 Equipment 62,008 61,561 Orchards and vineyards 45,682 47,921 Construction in progress 20,852 15,832 260,052 248,605 Less accumulated depreciation ( 87,407 ) ( 86,559 ) $ 172,645 $ 162,046 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 and Note 7 - Equity in Investments for discussion on the Company’s significant property, plant and equipment transactions. 6. Real Estate Development 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 In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. 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. 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, 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. to fund early development activities. 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 May 3, 2024, the Loan had no outstanding balance and was cancelled. As of October 31, 2025, LLCB had cash and cash equivalents of $ 31,227,000 . In February 2018, the Company and certain principals from Lewis guaranteed the obligations under the Loan. The guarantors were jointly and severally liable for all Loan obligations in the event of default by LLCB. Additionally, a Reimbursement Agreement was executed between the Lewis guarantors and the Company, which provided for unpaid liabilities of LLCB to be shared pro-rata by the Lewis guarantors and the Company in proportion to their percentage interest in LLCB. The guarantee continued in effect until all of the Loan obligations were fully paid and the Loan terminated. 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. 63 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 6. 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. 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. The Company made contributions of $ 2,150,000 and $ 480,000 to LLCB II in fiscal year 2025 and 2024, respectively. 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, 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. 7. Equity in Investments 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 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. 64 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. Equity in Investments (continued) Limco Del Mar, Ltd. (continued) 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 Cash $ 1,673 Prepaid expenses and other current assets 72 Receivables/other from related parties 28 Land 16,027 Land improvements 755 Equipment 54 Orchards 915 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 In May 2007, the Company and an individual formed the Romney Property Partnership (“Romney”) for the purpose of owning and leasing an office building and adjacent lot in Santa Paula, California. The Company paid $ 489,000 in 2007 for 75 % interest in Romney. The terms of the partnership agreement affirm the status of the Company as a noncontrolling investor in the partnership since the Company cannot exercise unilateral control over the partnership. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Romney is accounted for using the equity method of accounting. Net profits, losses and cash flows of Romney are shared by the Company, which receives 75 % and the individual, who receives 25 %. 65 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. Equity in Investments (continued) Rosales S.A. 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 PDA in fiscal year 2017. Rosales is a citrus packing, marketing and sales business located in La Serena, Chile. In addition, the Company has the right to acquire the interest of the majority shareholder of Rosales upon death or disability of Rosales’ general manager for the fair value of the interest on the date of the event as defined in the shareholders’ agreement. Since the Company has significant influence, but less than a controlling interest, the Company’s investment in Rosales is accounted for using the equity method of accounting. Rosales’ functional currency is the Chilean Peso. The following financial information has been translated to U.S. dollars. In addition, as a result of the Company’s acquisition of its equity interest, basis differences were identified between the historical cost of the net assets of Rosales and the proportionate fair value of the net assets acquired. Such basis differences aggregated to $ 1,683,000 on the acquisition date and are primarily comprised of intangible assets, including $ 343,000 of equity method goodwill. An additional $ 925,000 of basis differences were identified with the February 2017 PDA acquisition, including $ 143,000 of equity method goodwill. 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 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 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”) As described in Note 6 – Real Estate Development, the Company has a joint venture with Lewis for the residential development of its East Area I real estate development project. 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 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. The basis difference of $ 4,340,000 as of October 31, 2025 was primarily comprised of capitalized interest and certain other costs incurred by Limoneira Company during the development period. This basis difference is being amortized as lots are sold utilizing the relative sales value method and the amount amortized totaled $ 41,000 , $ 2,545,000 and $ 717,000 for fiscal years 2025, 2024 and 2023, respectively. The Company’s share of LLCB’s net income prior to basis amortization was $ 498,000 , $ 20,304,000 and $ 5,851,000 for fiscal years 2025, 2024 and 2023, respectively. LLCB II, LLC (“LLCB II”) As described in Note 6 - Real Estate Development, in October 2022, the Company formed a joint venture with Lewis for the residential development of its Retained Property. Control is shared with Lewis, therefore the Company's investment in LLCB II is accounted for using the equity method of accounting. 66 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. Equity in Investments (continued) The following is financial information of the equity method investees for fiscal years 2025, 2024 and 2023 (in thousands): 2025 Del Mar 1 Romney Rosales LLCB LLCB II Current assets $ 16 $ 5,437 $ 120,245 $ 22,382 Non-current assets $ 596 $ 2,102 $ — $ — Current liabilities $ 3 $ 5,634 $ 13,076 $ 20 Non-current liabilities $ — $ 288 $ — $ — Revenues $ 1,964 $ 30 $ 14,471 $ 1,272 $ — Operating income $ 1,079 $ 4 $ 319 $ 970 $ 1 Net income $ 1,079 $ 4 $ 130 $ 970 $ 1 2024 Current assets $ 1,299 $ 6 $ 5,289 $ 141,660 $ 18,061 Non-current assets $ 790 $ 602 $ 2,455 $ — $ — Current liabilities $ — $ 3 $ 4,937 $ 15,461 $ — Non-current liabilities $ — $ — $ 650 $ — $ — Revenues $ 2,331 $ 26 $ 12,168 $ 87,100 $ — Operating income (loss) $ 1,305 $ ( 2 ) $ 985 $ 38,364 $ 7 Net income (loss) $ 1,305 $ ( 2 ) $ 646 $ 38,364 $ 7 2023 Revenues $ 1,434 $ 22 $ 10,903 $ 30,933 $ — Operating income (loss) $ 100 $ ( 4 ) $ 738 $ 11,770 $ ( 2 ) 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. 67 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. Equity in Investments (continued) The Company’s investment and equity in earnings (losses) of the equity method investees are as follows (in thousands): Del Mar Romney Rosales LLCB LLCB II Total Investment balance October 31, 2022 $ 2,024 $ 507 $ 1,147 $ 61,154 $ 8,023 $ 72,855 Equity earnings (losses) 28 ( 5 ) 166 5,134 ( 1 ) 5,322 Cash distributions ( 220 ) — — — — ( 220 ) Cash contributions — — — — 525 525 Capitalized interest — — — — 322 322 Foreign currency adjustments — — 12 — — 12 Investment balance October 31, 2023 1,832 502 1,325 66,288 8,869 78,816 Equity earnings (losses) 366 ( 1 ) 228 17,759 4 18,356 Cash distributions — — ( 148 ) ( 15,005 ) — ( 15,153 ) Cash contributions — — — — 480 480 Capitalized interest — — — — 213 213 Fair value of loan guarantee — — — ( 1,080 ) — ( 1,080 ) Foreign currency adjustments — — ( 86 ) — — ( 86 ) Investment balance October 31, 2024 2,198 501 1,319 67,962 9,566 81,546 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 Foreign currency adjustments — — 39 — — 39 Investment balance October 31, 2025 $ — $ 504 $ 1,090 $ 58,416 $ 12,157 $ 72,167 8. Goodwill and Intangible Assets A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Carrying Amount Balance at October 31, 2023 $ 1,512 Foreign currency translation adjustment ( 8 ) Balance at October 31, 2024 $ 1,504 Foreign currency translation adjustment 2 Balance at October 31, 2025 $ 1,506 Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable. The Company concluded that no potential impairment indicators existed during any interim period and performed its annual assessment of goodwill impairment as of July 31, 2025 with no impairment noted. The Company did no t incur any goodwill impairment losses for fiscal years 2025, 2024 or 2023, as the estimated fair values of its reporting units were in excess of their carrying values. As of October 31, 2025, the Company allocated goodwill to its reportable segments as follows: Fresh Lemons $ 936,000 and Lemon Packing $ 570,000 , respectively. 68 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 8. Goodwill and Intangible Assets (continued) 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 Trade names and trademarks $ 2,108 ( 1,513 ) 595 8 $ 2,108 $ ( 1,308 ) $ 800 8 Customer relationships 2,707 ( 2,160 ) 547 8 2,707 ( 1,842 ) 865 8 Non-competition agreement 437 ( 242 ) 195 8 437 ( 187 ) 250 8 Acquired water and mineral rights 1,284 — 1,284 Indefinite 3,306 — 3,306 Indefinite $ 6,536 $ ( 3,915 ) $ 2,621 $ 8,558 $ ( 3,337 ) $ 5,221 Amortization expense totaled $ 578,000 , $ 677,000 , and $ 730,000 for fiscal years 2025, 2024 and 2023, respectively. 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): 2026 $ 578 2027 294 2028 294 2029 171 $ 1,337 9. Other Assets Investments in Mutual Water Companies The Company’s investments in various not-for-profit mutual water companies provide it with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights. 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. 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. 10. Accrued Liabilities Accrued liabilities consist of the following as of October 31 (in thousands): 2025 2024 Compensation $ 1,517 $ 4,147 Property taxes 482 820 Operating expenses 4,830 3,020 Leases 871 2,295 Income taxes payable — 456 Other 1,590 1,745 $ 9,290 $ 12,483 69 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. Long-Term Debt Long-term debt is comprised of the following as of October 31 (in thousands): 2025 2024 AgWest Farm Credit revolving and non-revolving lines of credit: 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 %. Interest is payable monthly and principal due in full July 1, 2030. $ 72,450 $ 40,000 Banco de Chile term loan: The interest rate was fixed at 6.48 %. The loan was repaid in January 2025. — 433 Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48 % and 4.26 %. The loans are payable in monthly installments through September 2026. 31 157 Total long-term debt 72,481 40,590 Less current portion 31 559 Long-term debt, less current portion $ 72,450 $ 40,031 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. 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 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 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. The MLA includes customary default provisions. 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. 70 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 11. 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 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. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $ 1,431,000 , $ 788,000 and $ 864,000 for fiscal years ended 2025, 2024 and 2023, respectively. Capitalized interest is included in property, plant and equipment, real estate development assets and equity in investments in the Company’s consolidated balance sheets. Principal payments on the Company’s long-term debt are due as follows (in thousands): 2026 $ 31 2027 — 2028 — 2029 — 2030 72,450 $ 72,481 12. Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 17 years with various renewal terms available. All of the residential rentals have month-to-month lease terms. 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): 2025 2024 Land and land improvements $ 12,200 $ 12,219 Buildings, equipment and building improvements 20,932 20,671 Orchards 8,410 8,410 Less: accumulated depreciation ( 10,723 ) ( 9,765 ) Property, plant and equipment, net under operating leases $ 30,819 $ 31,535 Depreciation expense for assets under operating leases was $ 1,020,000 and $ 962,000 for fiscal years 2025 and 2024, respectively. 71 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. Leases (continued) Lessor Arrangements (continued) The Company's rental operations revenue consists of the following for the fiscal years ended October 31 (in thousands): 2025 2024 Operating lease revenue $ 5,738 $ 5,255 Variable lease revenue 300 325 Total lease revenue $ 6,038 $ 5,580 The future minimum lease payments to be received by the Company related to these operating lease agreements as of October 31, 2025 are as follows (in thousands): 2026 $ 489 2027 164 2028 106 2029 49 2030 49 Thereafter 592 Total $ 1,449 Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles with remaining lease terms ranging from one to four years , with various term extensions available. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Lease costs are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Lease costs consist of the following for the fiscal years ended October 31 (in thousands): 2025 2024 Operating lease costs $ 2,085 $ 2,050 Finance lease costs: Amortization of lease assets 468 223 Interest on lease liabilities 79 43 Variable lease costs 53 319 Short-term lease costs 336 208 Total lease costs $ 3,021 $ 2,843 72 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. Leases (continued) Lessee Arrangements (continued) Supplemental balance sheet information related to leases consists of the following as of October 31 (in thousands): Classification 2025 2024 Assets Operating lease ROU assets Other assets $ 640 $ 2,416 Finance lease assets Other assets 1,617 772 $ 2,257 $ 3,188 Liabilities Current operating lease liabilities Accrued liabilities $ 426 $ 2,075 Current finance lease liabilities Accrued liabilities 445 220 Non-current operating lease liabilities Other long-term liabilities 219 400 Non-current finance lease liabilities Other long-term liabilities 926 418 $ 2,016 $ 3,113 Weighted-average remaining lease term (in years): Operating leases 1.5 1.5 Finance leases 3.0 3.3 Weighted-average discount rate: Operating leases 6.8 % 6.8 % Finance leases 6.4 % 7.1 % Supplemental cash flow information related to leases consists of the following for the fiscal years ended October 31 (in thousands): 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 2,137 $ 2,037 Operating cash outflows from finance leases $ 79 $ 43 Financing cash outflows from finance leases $ 581 $ 360 ROU assets obtained in exchange for new operating lease liabilities $ 186 $ 766 Leased assets obtained in exchange for new finance lease liabilities $ 1,313 $ 677 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: Operating Finance Total 2026 $ 445 $ 518 $ 963 2027 213 494 707 2028 24 374 398 2029 3 121 124 Total lease payments 685 1,507 2,192 Less: Imputed interest ( 40 ) ( 136 ) ( 176 ) Present value of lease liabilities $ 645 $ 1,371 $ 2,016 73 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 12. 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. 13. Earnings 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. 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 (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 (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 ) Numerator: Net (loss) income for basic EPS ( 16,547 ) 7,096 8,753 Denominator: Weighted average common shares–basic 17,834 17,715 17,603 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 — — — Numerator: Net (loss) income for diluted EPS ( 16,547 ) 7,096 8,753 Weighted average common shares–basic 17,834 17,715 17,603 Effect of dilutive preferred stock — — — Denominator: Weighted average common shares–diluted 17,834 17,715 17,603 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 (loss) income per common share was calculated under the two-class method for fiscal years 2025, 2024 and 2023. 14. Related-Party Transactions The Company has transactions with equity method investments and various related parties summarized in Note 6 - Real Estate Development, Note 7 - Equity in Investments and in the tables below (in thousands): October 31, 2025 October 31, 2024 Balance Sheet Balance Sheet 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 YMIDD $ 202 $ — $ — $ 206 $ — $ — 6 FGF $ 2,771 $ 514 $ 757 $ 2,184 $ 2,383 $ 837 7 LLCB $ — $ — $ 3,444 $ — $ — $ 3,444 9 Rosales $ — $ — $ 1,671 $ — $ — $ 629 10 Del Mar $ — $ — $ — $ — $ — $ 527 74 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. Related-Party Transactions (continued) Fiscal Year Ended October 31, 2025 Fiscal Year Ended October 31, 2024 Consolidated Statement of Operations Consolidated Statement of Operations Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 926 $ — $ — $ — $ 920 $ — $ — 2 Mutual water companies $ — $ — $ 796 $ — $ — $ — $ 1,032 $ — 3 Cooperative association $ — $ — $ — $ — $ — $ — $ 576 $ — 5 YMIDD $ 1,290 $ — $ 160 $ — $ 1,273 $ — $ 139 $ — 6 FGF $ 330 $ 200 $ — $ — $ 330 $ 200 $ — $ — 8 Principal Owner $ — $ — $ — $ 973 $ — $ — $ — $ 938 9 Rosales $ 4,102 $ — $ 7,125 $ — $ 4,541 $ — $ 5,387 $ — 10 Del Mar $ 238 $ — $ 216 $ — $ 128 $ — $ 1,182 $ — 11 Law firm $ — $ — $ 291 $ — $ — $ — $ — $ — Year Ended October 31, 2023 Consolidated Statement of Operations Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 888 $ — $ — 2 Mutual water companies $ — $ — $ 1,306 $ — 3 Cooperative association $ — $ — $ 1,689 $ — 4 Cadiz / Fenner / WAM $ — $ — $ 2,074 $ — 5 YMIDD $ 1,080 $ — $ 134 $ — 6 FGF $ 330 $ 224 $ — $ — 8 Principal Owner $ — $ — $ — $ 867 9 Rosales $ 4,581 $ — $ 5,826 $ — 10 Del Mar $ 206 $ — $ 1,161 $ — (1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees. (2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts. Refer to Note 9 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts. (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. through December 31, 2023. As of January 1, 2024, Cadiz, Inc. is no longer a related-party. In 2013, the Company entered a long-term lease agreement (the “Lease”) with Cadiz Real Estate, LLC (“Cadiz”), a wholly owned subsidiary of Cadiz, Inc., and leased 670 acres located in eastern San Bernardino County, California. In 2016, Cadiz assigned this lease to Fenner Valley Farms, LLC (“Fenner”), a subsidiary of Water Asset Management, LLC (“WAM”). As of the date of the lease assignment, the Company no longer had any related-party transactions with Cadiz. An affiliate of WAM is the holder of 9,300 shares of the Company’s Series B-2 convertible preferred stock and the Company paid dividends to such affiliate. The annual base rent was equal to the sum of $ 200 per planted acre and 20 % of gross revenues from the sale of harvested lemons (less operating expenses), not to exceed $ 1,200 per acre per year. Upon the adoption of ASC 842, the Company recorded a ROU asset and corresponding lease liability, which were written off in fiscal year 2023 upon cessation of farming operations. (5) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. 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 had a receivable outstanding. 75 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 14. 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. (8) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner. (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 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. 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. 15. Income Taxes A reconciliation of income before income taxes for domestic and foreign locations for the fiscal years ended October 31 are as follows (in thousands): 2025 2024 2023 United States $ ( 19,126 ) $ 12,894 $ 14,395 Foreign ( 1,879 ) ( 1,347 ) ( 1,031 ) (Loss) income before income taxes $ ( 21,005 ) $ 11,547 $ 13,364 76 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. Income Taxes (continued) The components of the provision for income taxes for the fiscal years ended October 31 are as follows (in thousands): 2025 2024 2023 Current: Federal $ ( 108 ) $ ( 4,493 ) $ ( 5,696 ) State 51 ( 1,972 ) ( 498 ) Foreign — 5 — Total current tax provision ( 57 ) ( 6,460 ) ( 6,194 ) Deferred: Federal 3,338 1,641 2,665 State 1,368 446 ( 717 ) Foreign — — ( 1 ) 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. The components of deferred income tax assets as of October 31 are as follows (in thousands): 2025 2024 Deferred income tax assets: Reserves and other accruals $ 26 $ 1,233 Net operating losses 7,570 1,645 Lease liabilities 137 679 Amortization 59 — Other assets 239 366 Interest expense limitation 681 — Stock-based compensation 1,322 1,761 Total deferred income tax assets 10,034 5,684 Valuation allowance ( 2,951 ) ( 1,973 ) Total net deferred income tax assets 7,083 3,711 Deferred income tax liabilities: Property taxes ( 100 ) ( 193 ) Depreciation ( 11,234 ) ( 13,182 ) Amortization — ( 40 ) Land and other indefinite life assets ( 4,197 ) ( 4,207 ) Investment in joint ventures and other basis adjustments ( 6,626 ) ( 5,334 ) Right-of-use assets ( 137 ) ( 663 ) Prepaids and receivables ( 165 ) ( 174 ) Other ( 2 ) ( 2 ) Total deferred income tax liabilities ( 22,461 ) ( 23,795 ) Net deferred income tax liabilities $ ( 15,378 ) $ ( 20,084 ) Deferred income taxes — noncurrent assets $ — $ — Deferred income taxes — noncurrent liabilities $ ( 15,378 ) $ ( 20,084 ) 77 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 15. Income Taxes (continued) The Company periodically evaluates the recoverability of the deferred tax assets. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company recorded a valuation allowance of $ 2,951,000 on the net deferred tax assets of its subsidiaries in Argentina, Chile and Holland as of October 31, 2025 as the Company does not believe it is more likely than not that these deferred tax assets will be realized due to the recent history of cumulative pre-tax book losses and lack of objectively verifiable future sources of taxable income. As of October 31, 2025, the Company recorded a deferred tax asset of $ 7,570,000 related to its state and foreign net operating loss carryforwards. The net operating losses begin to expire as follows (in thousands): Jurisdiction Gross Amount Begin to Expire Federal 19,488 Indefinite State 23,760 10/31/2040 Chile 5,455 Indefinite Holland 152 10/31/2026 Argentina 1,866 10/31/2027 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): 2025 2024 2023 Amount % Amount % Amount % 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 ) % Share-based compensation 83 ( 0.4 ) % 243 2.1 % 20 0.2 % Executive compensation ( 505 ) 2.4 % ( 561 ) ( 4.9 ) % ( 395 ) ( 3.0 ) % Tax law change — — % — — % 137 1.0 % State rate adjustment ( 1 ) — % ( 64 ) ( 0.6 ) % ( 95 ) ( 0.7 ) % Valuation allowance ( 986 ) 4.7 % ( 80 ) ( 0.7 ) % ( 436 ) ( 3.3 ) % Foreign rate differential 115 ( 0.6 ) % ( 85 ) ( 0.7 ) % 66 0.5 % 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 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. The Company files income tax returns in the U.S., California, Arizona, Chile, Argentina and Holland. The Company is no longer subject to significant U.S., state and Chilean income tax examinations for years prior to the statutory periods of three years for federal, four years for state and three years for Chilean tax jurisdictions. The Company recognizes interest expense and penalties related to income tax matters as a component of income tax expense. There were no accrued interest or penalties associated with uncertain tax positions as of October 31, 2025. 16. Retirement Plans The Limoneira Company Retirement Plan (the “Plan”) was a noncontributory, defined benefit, single employer pension plan, which provided retirement benefits for all eligible employees. Benefits paid by the Plan were calculated based on years of service, highest five-year average earnings, primary Social Security benefit and retirement age. Effective June 2004, the Company froze the Plan, and no additional benefits accrued to participants subsequent to that date. The Plan was administered by Principal Bank and Mercer Human Resource Consulting. In fiscal year 2021, the Company terminated the Plan effective December 31, 2021. 78 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 16. Retirement Plans (continued) During fiscal year 2023, the Company made funding contributions of $ 2,500,000 to fully fund and settle the plan obligations. Lump sum payments were made to a portion of the active and vested terminated participants and annuities were purchased for all remaining participants from an insurance company. There are no remaining benefit obligations or plan assets, and the remaining accumulated other comprehensive loss was fully recognized. The Plan was funded consistent with the funding requirements of federal law and regulations. Plan assets were invested in a group trust consisting primarily of cash. The Company has a 401(k) plan in which an employee can participate after one month of employment. Employees may elect to defer up to 100 % of their annual earnings subject to Internal Revenue Code limits. The Company makes a matching contribution on these deferrals up to 4 % of the employee’s annual earnings after one year of employment. Participants vest in any matching contribution at a rate of 20 % per year beginning after one year of employment. 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. 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. 17. Commitments and Contingencies Litigation and Legal Proceedings The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings. The Company was party to a lawsuit, initiated on March 27, 2018, against Southern California Edison in Superior Court of the State of California, County of Los Angeles whereby the Company claimed unspecified damages, attorneys’ fees and other costs, as a result of the Thomas Fire in fiscal year 2018. On April 18, 2023, the Company entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) with Southern California Edison Company and Edison International to formally resolve any and all claims related to the fire. Under the terms of the Settlement Agreement, the Company was awarded a total settlement of $ 9,000,000 . On May 19, 2023, the Company received $ 6,109,000 , net of legal and related costs, of which $ 3,840,000 was recorded in agribusiness revenues and $ 2,269,000 was recorded in gain on legal settlement. 18. Series B and Series B-2 Preferred Stock Series B Convertible Preferred Stock In 1997, in connection with the acquisition of Ronald Michaelis Ranches, Inc., the Company issued 30,000 shares of Series B Convertible Preferred Stock at $ 100.00 par value (the “Series B Stock”). Dividends: The holders of shares of Series B Stock are entitled to receive cumulative cash dividends at an annual rate of 8.75 % of par value. Such dividends are payable quarterly on the first day of January, April, July and October in each year. Voting Rights: Each holder of Series B Stock is entitled to ten votes on all matters submitted to a vote of the stockholders of the Company. Redemption: The Company, at the option of the Board of Directors, may redeem the Series B Stock, as a whole or in part, at any time or from time to time on or after August 1, 2017 and before July 31, 2027, at a redemption price equal to the par value thereof, plus accrued and unpaid dividends thereon to the date fixed for redemption. Redemption by the Company of a portion of the Series B Stock totaling 14,790 shares is subject to certain conditions agreed upon between the Company and the holders of this portion of the Series B Stock. 79 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 18. Series B and Series B-2 Preferred Stock (continued) Series B Convertible Preferred Stock (continued) Conversion: The holders of Series B Stock have the right, at their option, to convert such shares into shares of Common Stock of the Company at any time prior to redemption. The conversion price is $ 8.00 per share of Common Stock. Pursuant to the terms of the Certificate of Designation, Preferences and Rights of the Series B Stock, the conversion price shall be adjusted to reflect any dividends paid in Common Stock of the Company, the subdivision of the Common Stock of the Company into a greater number of shares of Common Stock of the Company or upon the advice of legal counsel. Put: The holders of Series B Stock may at any time after July 1, 2017 and before June 30, 2027 cause the Company to repurchase such shares at a repurchase price equal to the par value thereof, plus accrued and unpaid dividends thereon to the date fixed for repurchase. The put features of a portion of the Series B Stock totaling 14,790 shares are subject to certain conditions agreed upon between the Company and the holders of this portion of the Series B Stock. Because the Series B Stock may be redeemed by holders of the shares at their discretion beginning July 1, 2017, the redemption is outside the control of the Company and accordingly, the Series B Stock has been classified as temporary equity. Series B-2 Convertible Preferred Stock During March and April of 2014, pursuant to a Series B-2 Stock Purchase Agreement dated March 21, 2014, the Company issued an aggregate of 9,300 shares of Series B-2, 4 % voting preferred stock with a par value of $ 100.00 per share (“Series B-2 Preferred Stock”) to WPI-ACP Holdings, LLC (“WPI”), an entity affiliated with WAM for total proceeds of $ 9,300,000 . The transactions were exempt from the registration requirements of the Securities Act of 1933, as amended. The Series B-2 Preferred Stock has the following rights, preferences, privileges, and restrictions: Conversion: Each share of Series B-2 Preferred Stock is convertible into common stock at a conversion price equal to the greater of (a) the then-market price of the Company’s common stock based upon the closing price of the Company’s common stock on The NASDAQ Stock Market, LLC or on such other principal market on which the Company’s common stock may be trading or (b) $ 15.00 per share of common stock. Shares of Series B-2 Preferred Stock may be converted into common stock (i) at any time prior to the redemption thereof, or (ii) in the event the Option Agreement (as defined below) is terminated without all of the shares of Series B-2 Preferred Stock having been redeemed, within 30 calendar days following such termination. Dividends: The holder of shares of the Series B-2 Preferred Stock is entitled to receive cumulative cash dividends at an annual rate of 4 % of the liquidation value of $ 1,000 per share. Such dividends are payable quarterly on the first day of January, April, July and October in each year. Liquidation Rights: In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holder of shares of the Series B-2 Preferred Stock is entitled to be paid out of the assets available for distribution, before any payment is made to the holders of the Company’s common stock or any other series or class of the Company’s shares ranking junior to the Series B-2 Preferred Stock, an amount equal to the liquidation value of $ 1,000 per share, plus an amount equal to all accrued and unpaid dividends. Voting Rights: Each share of Series B-2 Preferred Stock is entitled to one vote on all matters submitted to a vote of the Company’s stockholders. Redemption: The Company may redeem shares of Series B-2 Preferred Stock only (i) from WPI or its designee and (ii) upon, and to the extent of, an election to exercise the option pursuant to the Option Agreement, described below, at a redemption price equal to the liquidation value of $ 1,000 per share plus accrued and unpaid dividends. Because the Series B-2 Preferred Stock may be redeemed by WPI at its discretion with the exercise of the Option Agreement, the redemption is outside the control of the Company and accordingly, the Series B-2 Preferred Stock has been classified as temporary equity. In connection with the sale of the Series B-2 Preferred Stock, Associated Citrus Packers, Inc. (“Associated”) and another affiliate of WAM (“WPI-ACP”), entered into a series of agreements related to the future ownership and disposition of farmland with associated Colorado River water rights and other real estate that is held by Associated in Yuma, Arizona. The agreements allow the parties to explore strategies that will make the highest and best use of those assets, including but not limited to the sale or lease of assets or the expansion of a fallowing and water savings program in which a portion of Associated’s property is currently enrolled. 80 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 18. Series B and Series B-2 Preferred Stock (continued) Series B-2 Convertible Preferred Stock (continued) The net proceeds of any monetization event would be shared equally by the parties. The agreements entered into include a Water Development Agreement and an Option Agreement. Pursuant to the Water Development Agreement, Associated granted WPI-ACP exclusive rights to develop water assets attributable to the real estate owned by Associated for the mutual benefit of Associated and WAM. 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. Unless and until a definitive agreement or definitive agreements with respect to Associated’s real estate and water rights is entered into that would cause the cessation of farming operations, Associated expects to continue farming the Property and recognize all results of operations and retain all proceeds from such operations. 19. Stockholders’ Equity Series A Junior Participating Preferred Stock The Company has 20,000 shares of preferred stock authorized as Series A Junior Participating Preferred Stock at $ 0.01 par value (the “Series A Stock”). No shares are issued or outstanding. Stock-based Compensation 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. The Stock Plan had 843,925 remaining shares available to be issued as of October 31, 2025. Management Performance Awards 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 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. 81 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 19. Stockholders’ Equity (continued) Stock-based Compensation (continued) Executive Awards (continued) 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 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 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 A summary of the Performance, Executive, and Director Awards granted under the Stock Plan, and the weighted average grant prices, during the fiscal years ended October 31, is as follows: 2025 2024 2023 Number of Shares Weighted-Average Grant Price Number of Shares Weighted-Average Grant Price Number of Shares Weighted-Average Grant Price Performance Awards 37,741 $ 22.34 76,236 $ 19.80 79,972 $ 13.19 Executive Awards 32,338 $ 25.61 106,713 $ 17.18 193,381 $ 14.87 Director Awards 30,540 $ 16.70 27,087 $ 19.28 22,836 $ 16.26 Total 100,619 $ 21.68 210,036 $ 18.40 296,189 $ 14.52 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. The income tax benefit recognized in the income statement for stock-based compensation arrangements was $ 957,000 , $ 1,451,000 and $ 1,075,000 for fiscal years 2025, 2024 and 2023, respectively. The total fair value of shares vested was $ 3,798,000 , $ 3,976,000 and $ 1,323,000 for fiscal years 2025, 2024 and 2023, respectively. The Company has unrecognized stock-based compensation expense of $ 1,036,000 as of October 31, 2025, which is expected to be recognized over the next one to two years as the shares vest. All unvested shares are expected to vest. Exchange of Common Stock During fiscal years 2025, 2024 and 2023 members of management exchanged 96,899 , 117,897 and 39,472 shares of common stock with fair values of $ 1,955,000 , $ 2,313,000 and $ 567,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of shares under the Company’s stock-based compensation programs. 82 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 19. Stockholders’ Equity (continued) Stock-based Compensation (continued) Summary of Nonvested Shares A summary of the status of the Company’s nonvested shares as of October 31, 2025, and changes during fiscal year 2025, is presented below: Number of Shares Weighted-Average Grant Price Nonvested at October 31, 2024 260,147 $ 17.16 Granted 100,619 $ 21.68 Vested ( 216,394 ) $ 17.55 Nonvested at October 31, 2025 144,372 $ 19.72 Dividend 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. 20. Segment Information The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. 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, 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, growing and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs. 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. 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. 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. 83 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 20. 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): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 75,811 $ 49,147 $ 11,741 $ 16,986 $ 153,685 $ 6,038 $ 159,723 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 ) Total other expense ( 600 ) Loss before income tax benefit $ ( 21,005 ) Segment information for fiscal year 2024 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 86,917 $ 49,258 $ 25,114 $ 24,634 $ 185,923 $ 5,580 $ 191,503 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 (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 84 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 20. Segment Information (continued) Segment information for fiscal year 2023 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 86,364 $ 51,654 $ 7,046 $ 29,317 $ 174,381 $ 5,520 $ 179,901 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 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 wine grapes 4,010 5,089 9,515 Farm management 1,622 10,212 9,931 Other 3,609 4,144 4,092 Other agribusiness revenues $ 16,986 $ 24,634 $ 29,317 21. Subsequent Events The Company evaluated events subsequent to October 31, 2025 through the date of this filing, to assess the need for potential recognition or disclosure in this Annual Report. Based upon this evaluation, except as described in the notes to consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the consolidated financial statements. 85 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.