What changed in this filing

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Item 1. Financial Statements

2026-03-12 compared with 2025-09-09 · 271 added, 350 removed, 431 unchanged (59% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Current assets:

3 unchanged sentences

Prepaid expenses and other current assets 9,722 4,444

Receivables/other from related parties 4,164 2,390

Receivables/other from related parties, net 2,934 2,973

Assets held for sale — 13,718

22 unchanged sentences

Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized:

14,790 shares issued and outstanding at July 31, 2025 and October 31, 2024) ( 8.75 % coupon rate)

14,790 shares issued and outstanding at January 31, 2026 and October 31, 2025) ( 8.75 % coupon rate)

Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized:

9,300 shares issued and outstanding at July 31, 2025 and October 31, 2024) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at January 31, 2026 and October 31, 2025) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

Stockholders’ equity:

Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized:

zero issued or outstanding at July 31, 2025 and October 31, 2024)

zero issued or outstanding at January 31, 2026 and October 31, 2025)

Common Stock – $ 0.01 par value ( 39,000,000 shares authorized:

18,299,271 and 18,284,148 shares issued and 18,048,294 and 18,033,171 shares outstanding at July 31, 2025 and October 31, 2024, respectively)

18,357,854 and 18,287,868 shares issued and 18,106,877 and 18,036,891 shares outstanding at January 31, 2026 and October 31, 2025, respectively)

Additional paid-in capital 171,285 171,365

Retained earnings 9,100 20,826

Accumulated deficit ( 11,980 ) ( 1,070 )

Accumulated other comprehensive loss ( 5,494 ) ( 6,270 )

Treasury stock, at cost, 250,977 shares at July 31, 2025 and October 31, 2024

Treasury stock, at cost, 250,977 shares at January 31, 2026 and October 31, 2025

( 3,493 ) ( 3,493 )

Noncontrolling interest 10,448 10,549

Noncontrolling interests 19,341 19,315

Total stockholders’ equity 169,840 180,027

5 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Net revenues:

5 unchanged sentences

Other operations 1,071 1,171

Impairment of intangible asset — 643 — 643

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

2 unchanged sentences

Total costs and expenses 28,756 39,651

Operating (loss) income ( 630 ) 8,993 ( 9,321 ) ( 3,427 )

Operating loss ( 10,551 ) ( 5,346 )

Other (expense) income:

2 unchanged sentences

Equity in earnings of investments, net 176 102

Other income, net 10 5 26 224

Total other (expense) income ( 104 ) 242 45 16,572

(Loss) income before income tax (provision) benefit ( 734 ) 9,235 ( 9,276 ) 13,145

Income tax (provision) benefit ( 182 ) ( 3,019 ) 1,924 ( 4,051 )

Net (loss) income ( 916 ) 6,216 ( 7,352 ) 9,094

Net loss attributable to noncontrolling interest 61 377 62 481

Net (loss) income attributable to Limoneira Company ( 855 ) 6,593 ( 7,290 ) 9,575

Other (expense) income, net ( 863 ) 11

Total other expense ( 1,458 ) ( 132 )

Loss before income tax benefit ( 12,009 ) ( 5,478 )

Income tax benefit 2,696 2,407

Net loss ( 9,313 ) ( 3,071 )

Net income attributable to noncontrolling interests, net ( 114 ) ( 3 )

Net loss attributable to Limoneira Company ( 9,427 ) ( 3,074 )

Preferred dividends ( 125 ) ( 125 )

Net (loss) income applicable to common stock $ ( 980 ) $ 6,468 $ ( 7,666 ) $ 9,199

Basic net (loss) income per common share $ ( 0.06 ) $ 0.36 $ ( 0.43 ) $ 0.51

Diluted net (loss) income per common share $ ( 0.06 ) $ 0.35 $ ( 0.43 ) $ 0.51

Net loss applicable to common stock $ ( 9,552 ) $ ( 3,199 )

Basic net loss per common share $ ( 0.53 ) $ ( 0.18 )

Diluted net loss per common share $ ( 0.53 ) $ ( 0.18 )

Weighted-average common shares outstanding-basic 17,909 17,791

2 unchanged sentences

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

(in thousands)

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Net (loss) income $ ( 916 ) $ 6,216 $ ( 7,352 ) $ 9,094

Other comprehensive loss:

Net loss $ ( 9,313 ) $ ( 3,071 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 776 ( 267 )

Total other comprehensive loss ( 414 ) ( 10 ) ( 179 ) ( 714 )

Comprehensive (loss) income ( 1,330 ) 6,206 ( 7,531 ) 8,380

Comprehensive loss attributable to noncontrolling interest 61 377 62 481

Comprehensive (loss) income attributable to Limoneira Company $ ( 1,269 ) $ 6,583 $ ( 7,469 ) $ 8,861

Total other comprehensive income (loss) 776 ( 267 )

Comprehensive loss ( 8,537 ) ( 3,338 )

Comprehensive income attributable to noncontrolling interests, net ( 114 ) ( 3 )

Comprehensive loss attributable to Limoneira Company $ ( 8,651 ) $ ( 3,341 )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4 unchanged sentences

Common Stock Additional

Paid-In Retained Accumulated

Paid-In Accumulated Accumulated

Comprehensive Treasury Non- controlling Total Series B

Preferred Series B-2

Shares Amount Capital Earnings (Loss) Income Stock Interest Equity Stock Stock

Shares Amount Capital Deficit (Loss) Income Stock Interest Equity Stock Stock

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

7 unchanged sentences

Exchange of common stock ( 29,187 ) — ( 423 ) — — — — ( 423 ) — —

Acquired noncontrolling interest — — — — — — ( 66 ) ( 66 ) — —

Noncontrolling interest adjustment — — — — — — ( 22 ) ( 22 ) — —

Net (loss) income — — — ( 9,427 ) — — 114 ( 9,313 ) — —

Other comprehensive loss — — — — ( 267 ) — — ( 267 ) — —

Balance at January 31, 2025 18,045,169 $ 180 $ 169,951 $ 16,274 $ ( 6,881 ) $ ( 3,493 ) $ 10,513 $ 186,544 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,353 ) — — — ( 1,353 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 30,540 1 550 — — — — 551 — —

Exchange of common stock ( 6,680 ) — ( 102 ) — — — — ( 102 ) — —

Net loss — — — ( 3,361 ) — — ( 4 ) ( 3,365 ) — —

Other comprehensive income — — — — 776 — — 776 — —

Balance at April 30, 2025 18,069,029 $ 181 $ 170,399 $ 11,434 $ ( 6,379 ) $ ( 3,493 ) $ 10,509 $ 182,651 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 762 — — — — 762 — —

Exchange of common stock ( 20,735 ) ( 1 ) ( 312 ) — — — — ( 313 ) — —

Net loss — — — ( 855 ) — — ( 61 ) ( 916 ) — —

Other comprehensive loss — — — — ( 414 ) — — ( 414 ) — —

Balance at July 31, 2025 18,048,294 $ 180 $ 170,849 $ 9,100 $ ( 6,793 ) $ ( 3,493 ) $ 10,448 $ 180,291 $ 1,479 $ 9,331

The accompanying notes are an integral part of these unaudited consolidated financial statements.

LIMONEIRA COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY (UNAUDITED)

(in thousands, except share and per share data)

Balance at January 31, 2026 18,106,877 $ 181 $ 171,285 $ ( 11,980 ) $ ( 5,494 ) $ ( 3,493 ) $ 19,341 $ 169,840 $ 1,479 $ 9,331

Stockholders’ Equity Temporary Equity

14 unchanged sentences

Noncontrolling interest adjustment — — — — — — ( 39 ) ( 39 ) — —

Net loss — — — ( 3,585 ) — — ( 92 ) ( 3,677 ) — —

Other comprehensive loss, net of tax — — — — ( 467 ) — — ( 467 ) — —

Net (loss) income — — — ( 3,074 ) — — 3 ( 3,071 ) — —

Other comprehensive loss — — — — ( 267 ) — — ( 267 ) — —

Balance at January 31, 2025 18,045,169 $ 180 $ 169,951 $ 16,274 $ ( 6,881 ) $ ( 3,493 ) $ 10,513 $ 186,544 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,348 ) — — — ( 1,348 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 30,808 1 1,070 — — — — 1,071 — —

Exchange of common stock ( 63,070 ) ( 1 ) ( 1,150 ) — — — — ( 1,151 ) — —

Net income (loss) — — — 6,567 — — ( 12 ) 6,555 — —

Other comprehensive loss, net of tax — — — — ( 237 ) — — ( 237 ) — —

Balance at April 30, 2024 17,972,656 $ 180 $ 168,540 $ 19,050 $ ( 6,370 ) $ ( 3,493 ) $ 11,045 $ 188,952 $ 1,479 $ 9,331

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation 79,245 1 1,203 — — — — 1,204 — —

Net income (loss) — — — 6,593 — — ( 377 ) 6,216 — —

Other comprehensive loss, net of tax — — — — ( 10 ) — — ( 10 ) — —

Balance at July 31, 2024 18,051,901 $ 181 $ 169,743 $ 24,164 $ ( 6,380 ) $ ( 3,493 ) $ 10,668 $ 194,883 $ 1,479 $ 9,331

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

Three Months Ended

Operating activities

Net (loss) income $ ( 7,352 ) $ 9,094

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

Net loss $ ( 9,313 ) $ ( 3,071 )

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

Depreciation and amortization 2,158 2,016

Impairment of intangible asset — 643

Loss (gain) on disposal of assets, net 73 ( 6 )

3 unchanged sentences

Equity in earnings of investments, net ( 176 ) ( 102 )

Cash distributions from equity investments 10,092 15,005

Deferred income taxes ( 2,696 ) ( 2,407 )

7 unchanged sentences

Accrued liabilities and payables to related parties ( 2,794 ) ( 3,069 )

Income taxes payable ( 680 ) ( 2,319 )

Other long-term liabilities ( 293 ) ( 108 )

Net cash (used in) provided by operating activities ( 6,951 ) 11,266

Net cash used in operating activities ( 11,739 ) ( 12,912 )

Investing activities

3 unchanged sentences

Cash distributions from Trapani Fresh 20 41

Collection on notes receivable 68 66

Cash paid to acquire additional shares of Limco Del Mar ( 67 ) —

Equity investment contributions and capitalized interest ( 316 ) ( 204 )

Cash distributions from equity investment 297 —

Investments in mutual water companies and water rights ( 31 ) ( 9 )

7 unchanged sentences

Exchange of common stock ( 423 ) ( 1,224 )

Net cash provided by (used in) financing activities 15,891 ( 7,108 )

Other ( 3 ) —

Net cash provided by financing activities 15,257 14,539

Effect of exchange rate changes on cash ( 355 ) 2

5 unchanged sentences

(in thousands)

Years Ended October 31,

Nine Months Ended

Three Months Ended

Supplemental disclosures of cash flow information

3 unchanged sentences

Capital expenditures accrued but not paid at period-end $ 880 $ 451

Cancellation of loan guarantee related to equity investment $ — $ 1,080

Accrued contribution obligation of investment in water company $ 731 $ 279

Accrued water rights sale proceeds $ — $ 1,140

Notes receivable in exchange for sale of assets $ 13,858 $ —

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2 unchanged sentences

Organization and Basis of Presentation

Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing citrus and avocados, harvesting citrus, and packing, marketing and selling citrus.

Limoneira Company (together with its consolidated subsidiaries, the “Company”) engages primarily in growing lemons and avocados, harvesting lemons, and packing lemons.

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 lemons, 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 lemon sales and marketing operations.

Prior to November 1, 2025, the Company marketed and sold citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets.

Judgment is required in determining whether the Company is the principal or the agent in its contracts with Sunkist.

The Company has determined that it is the principal in such transactions as it controls the lemons prior to delivery to the customer, and it is primarily responsible for fulfillment of lemon orders.

Accordingly, lemon revenues, net of the Sunkist marketing fee, and costs associated with the Sunkist agreement are presented gross in our consolidated statement of operations.

Basis of Presentation and Preparation

6 unchanged sentences

Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC.

Because the consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K.

Because the unaudited interim consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Summary of Significant Accounting Policies

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 relates entirely to foreign currency translation items.

Comprehensive Loss

Comprehensive loss 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.

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

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.

The ASU will be effective for the Company’s annual report on Form 10-K beginning with the year ending October 31, 2025 and applied retrospectively to all periods presented in the financial statements.

The Company does not expect this ASU to have a material effect on our consolidated financial statements.

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

1 unchanged sentence

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

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

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

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

SEC Release No.

3 unchanged sentences

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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning November 1, 2026.

2 unchanged sentences

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.

Despite withdrawing its defense, the SEC has not formally rescinded the rule, and on July 23, 2025, the SEC filed a report with the court stating that the SEC had no intentions of reviewing or revising the rule.

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

10 unchanged sentences

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

ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

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

Early adoption is permitted.

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

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

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

One Big Beautiful Bill Act

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

The OBBBA enacts significant changes to U.S.

tax and related laws.

Some of the provisions of the OBBBA 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 the 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 Company has evaluated the impact of the OBBBA on its financial condition and result of operations.

Preliminarily, the Company does not anticipate that the OBBBA will have a significant impact on its current effective tax rate and net deferred federal tax liabilities.

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.

Concentrations

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 revenue for the nine months ended July 31, 2025 and one individual customer represented 17 % of accounts receivable, net as of July 31, 2025.

No individual vendor represented 10% of accounts payable as of July 31, 2025.

Lemons procured from third-party growers were 82 % and 73 % of the Company’s domestic lemon supply for the nine months ended July 31, 2025 and 2024, respectively.

Two third-party growers represented 57 % and 40 % of growers and suppliers payable as of July 31, 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Summary of Significant Accounting Policies (continued)

Concentrations (continued)

Effective November 1, 2025, all of the Company’s lemon sales are conducted through Sunkist, which results in concentrations of credit risk related to revenues and accounts receivable.

Lemon revenues sold through Sunkist represented 80 % of total revenues for the three months ended January 31, 2026 and 71 % of accounts receivable, net as of January 31, 2026.

Fruit Growers Supply Company, an affiliate of Sunkist, represented 19 % of accounts payable as of January 31, 2026.

Two additional individual vendors represented 21 % and 15 % of accounts payable as of January 31, 2026.

Lemons procured from third-party growers were 78 % and 83 % of the Company’s domestic lemon supply for the three months ended January 31, 2026 and 2025, respectively.

Three third-party growers and suppliers represented 55 %, 28 % and 11 % of growers and suppliers payable as of January 31, 2026.

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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Asset Sales and Disposals

1 unchanged sentence

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

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

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

The Company has actively marketed the PDA and San Pablo orchards for sale including, but not limited to, the property, plant and equipment and related water rights intangible assets.

As of July 31, 2025, the Company believes the sale of the assets is probable, the completed sale is expected to occur within one year and all the criteria have been met to classify the assets as held for sale.

Therefore, the assets are classified as held for sale and measured at their carrying amount, as the carrying amount is less than the estimated fair value less cost to sell.

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

(“PDA”) and a 100 % interest in Agricola San Pablo, SpA (“San Pablo”).

These entities owned citrus orchards located near La Serena, Chile and the agricultural properties consisted 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 approximately 120 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 Company recorded current and noncurrent notes receivable representing the estimated current fair value of the expected future cash proceeds.

These notes are recorded in prepaid expenses and other current assets, and other assets, respectively, on the consolidated balance sheet as of January 31, 2026.

The property, plant and equipment and intangible assets sold were classified as assets held for sale as of October 31, 2025.

Goodwill related to PDA was written off as part of the transaction.

The following is a summary of the transaction (in thousands):

Purchase price $ 14,967

easement holdback ( 742 )

fair value adjustment ( 367 )

Fair value of expected future cash proceeds $ 13,858

net book value of assets sold

Property, plant and equipment, net $ 11,900

Intangible assets, net 1,818

Total $ 13,258

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 the quarter ended January 31, 2024.

Total net book value of assets sold $ 13,851

Gain on disposal of assets $ 7

Current notes receivable $ 6,058

Noncurrent notes receivable 7,800

Total notes receivable as of January 31, 2026 $ 13,858

The functional currency of PDA and San Pablo is the Chilean Peso.

The balance sheets are translated to U.S.

dollars at exchange rates in effect at the balance sheet date and the 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.

The Company’s foreign subsidiaries, including PDA and San Pablo, incurred aggregate foreign exchange transaction losses of $ 1,043,000 and immaterial amounts for the three months ended January 31, 2026 and 2025, respectively.

These losses are included in other (expense) income, net in the consolidated statements of operations.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Prepaid supplies and insurance $ 2,236 $ 1,398

1 unchanged sentence

Income taxes receivable 64 184

Lemon supplier advances 37 295

Insurance proceeds receivable — 1,510

Notes receivable 6,226 100

Other 1,089 1,004

1 unchanged sentence

Real Estate Development

Real estate development assets are comprised primarily of land and land development costs for the East Area II property in the amount of $ 10,407,000 and $ 10,201,000 as of July 31, 2025 and October 31, 2024, respectively.

Real estate development assets are comprised primarily of land and land development costs and consist of the following (in thousands):

January 31, 2026 October 31, 2025

East Area II $ 10,845 $ 10,624

Limco Del Mar Ranch 288 4

$ 11,133 $ 10,628

East Area I, Retained Property and East Area II

2 unchanged sentences

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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

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

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 is 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 July 31, 2025 and October 31, 2024, which is included in payables to related parties.

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 .

The interest rate on the Loan was Bloomberg Short-Term Bank Yield Index rate (“BSBY”) plus 2.85 % and was payable monthly.

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

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

As of July 31, 2025, LLCB had cash and cash equivalents of $ 36,355,000 .

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.

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of January 31, 2026 and October 31, 2025, which is included in payables to related parties in the Company’s balance sheets.

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

1 unchanged sentence

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 $ 1,900,000 and $ 400,000 to LLCB II during the nine months ended July 31, 2025 and 2024, respectively.

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

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

The Company made contributions of $ 100,000 to LLCB II during the three months ended January 31, 2026 and 2025.

Through January 31, 2026, LLCB closed on lot sales representing 1,261 residential units and the Company received cash distributions of $ 25,009,000 since inception from LLCB.

Limco Del Mar Ranch

In fiscal year 2025, the Company announced plans to evaluate the potential development of housing at the Limco Del Mar Ranch to help address housing needs in Ventura County and to enhance long-term financial returns.

The Company is actively pursuing development activities and capitalizing real estate development costs related to this project.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments

Equity in investments consist of the following (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Limoneira Lewis Community Builders, LLC $ 58,421 $ 58,416

LLCB II, LLC 12,475 12,157

Limco Del Mar, Ltd.

Rosales 1,260 1,090

1 unchanged sentence

$ 72,660 $ 72,167

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments (continued)

Unconsolidated Significant Subsidiary

2 unchanged sentences

Summarized income statement information of an equity method investee is required in an interim report if either of the two tests exceed 20% in the interim periods presented.

During the year-to-date interim period for the nine months ended July 31, 2025, this threshold was not met for any equity investments.

The threshold was met for LLCB during the year-to-date interim period for the nine months ended July 31, 2024, and thus summarized income statement information for LLCB is presented in this Quarterly Report on Form 10-Q.

During the year-to-date interim period for the three months ended January 31, 2026, this threshold was not met for any equity investments.

The threshold was met for LLCB during the year-to-date interim period for the three months ended January 31, 2025, and thus summarized income statement information for LLCB is presented in this Quarterly Report on Form 10-Q.

The full audited financial statements of LLCB for the years ended October 31, 2025, 2024 and 2023 were provided as exhibits to the Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

The following is unaudited summarized financial information for LLCB (in thousands):

Nine Months Ended

Three Months Ended

Revenues $ 991 $ 80

Cost of land sold ( 901 ) ( 73 )

Operating income (expenses) 1,214 ( 276 )

Operating (expenses) income ( 52 ) 547

Net income $ 38 $ 554

Net income attributable to Limoneira Company $ 38 $ —

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 $ 5,600,000 (the “Purchase”).

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

January 31, 2026 October 31, 2025

Cash and cash equivalents $ 27,610 $ 31,227

Goodwill and Intangible Assets, Net

2 unchanged sentences

Balance at October 31, 2025 $ 1,506

Foreign currency translation adjustment ( 3 )

Balance at July 31, 2025 $ 1,501

PDA goodwill write off ( 133 )

Balance at January 31, 2026 $ 1,373

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.

There have been no impairment charges recorded against goodwill as of July 31, 2025.

There have been no impairment charges recorded against goodwill as of January 31, 2026.

As discussed in Note 3 - Asset Sales and Disposals, goodwill related to PDA was written off as part of the asset sale transaction.

LIMONEIRA COMPANY

2 unchanged sentences

Intangible assets consist of the following (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

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

4 unchanged sentences

$ 6,536 $ ( 4,095 ) $ 2,441 $ 6,536 $ ( 3,915 ) $ 2,621

Amortization expense totaled $ 144,000 and $ 177,000 for the three months ended July 31, 2025 and 2024, respectively.

Amortization expense totaled $ 433,000 and $ 533,000 for the nine months ended July 31, 2025 and 2024, respectively.

Amortization expense totaled $ 180,000 and $ 144,000 for the three months ended January 31, 2026 and 2025, 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 .

Estimated future amortization expense of intangible assets as of July 31, 2025 is as follows (in thousands):

2025 (remaining three months) $ 145

Estimated future amortization expense of intangible assets as of January 31, 2026 is as follows (in thousands):

2026 (remaining nine months) $ 398

Other assets consist of the following (in thousands):

January 31, 2026 October 31, 2025

Investments in mutual water companies $ 8,085 $ 7,323

Notes receivable 7,800 41

Operating lease ROU assets 395 640

Finance lease assets 1,818 1,617

Other 2,287 1,467

$ 20,385 $ 11,088

Investments in Mutual Water Companies and Water Rights

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 the Company has invested in and do not constitute voting shares and/or rights.

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 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 .

Investments in mutual water companies included in other assets in the consolidated balance sheets as of July 31, 2025 and October 31, 2024 were $ 6,724,000 and $ 6,229,000 , respectively.

Notes Receivable

As discussed in Note 3 - Asset Sales and Disposals, the Company has notes receivable related to the sale of the Chilean assets in November 2025.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Compensation $ 897 $ 1,517

2 unchanged sentences

Leases 810 871

Income taxes payable — 456

Other 1,423 1,590

$ 6,629 $ 9,290

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

Long-term debt is comprised of the following (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

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 4.35 % at July 31, 2025, plus 2.25 %.

Interest is payable monthly.

the interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 3.70 % at January 31, 2026, plus 3.00 %.

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

$ 89,918 $ 72,450

Banco de Chile term loan:

The interest rate was fixed at 6.48 %.

The loan was repaid in January 2025.

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.

Banco de Chile COVID-19 loan:

The interest rate is fixed at 4.26 %.

The loan is payable in monthly installments through September 2026.

Total long-term debt 89,943 72,481

1 unchanged sentence

Long-term debt, less current portion $ 89,918 $ 72,450

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”).

In June 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit (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, dated June 1, 2021, and extends the principal repayment to July 1, 2030.

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.

1 unchanged sentence

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

As of July 31, 2025, the Company’s outstanding borrowings under the Revolving Credit Supplement was $ 63,317,000 and it had $ 50,683,000 available to borrow.

As of January 31, 2026, the Company’s outstanding borrowings under the Revolving Credit Supplement were $ 89,918,000 and it had $ 24,082,000 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 interest rate for any amount outstanding under the Revolving Credit Supplement is based on the one-month SOFR plus an applicable margin.

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

1 unchanged sentence

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

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.

2 unchanged sentences

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

The Company is subject to an annual financial covenant that requires 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 and resume a debt service coverage ratio of 1.25 :1.0 measured as of October 31, 2026.

The Company is also subject to a quarterly financial covenant that requires 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.

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

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 was in compliance with this covenant as of January 31, 2026.

Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress.

The Company capitalized interest of $ 489,000 and $ 347,000 during the three months ended July 31, 2025 and 2024, and $ 733,000 and $ 501,000 for the nine months ended July 31, 2025 and 2024, respectively.

The Company capitalized interest of $ 750,000 and $ 332,000 during the three months ended January 31, 2026 and 2025, 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.

The Company received annual cash patronage dividends from the Lender of $ 564,000 and $ 558,000 in the second quarter of fiscal years 2025 and 2024, respectively.

Lessor Arrangements

4 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Operating lease revenue $ 1,374 $ 1,328

7 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Lease costs consist of the following (in thousands):

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Operating lease costs $ 104 $ 520

5 unchanged sentences

Total lease costs $ 588 $ 623

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

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

Classification July 31, 2025 October 31, 2024

Classification January 31, 2026 October 31, 2025

Operating lease ROU assets Other assets $ 395 $ 640

7 unchanged sentences

Supplemental cash flow information related to leases consists of the following (in thousands):

Nine Months Ended

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

11 unchanged sentences

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Basic net (loss) income per common share:

Net (loss) income applicable to common stock $ ( 980 ) $ 6,468 $ ( 7,666 ) $ 9,199

Basic net loss per common share:

Net loss applicable to common stock $ ( 9,552 ) $ ( 3,199 )

Effect of unvested, restricted stock ( 14 ) ( 20 )

Net (loss) income for basic EPS ( 996 ) 6,373 ( 7,718 ) 9,046

Net loss for basic EPS ( 9,566 ) ( 3,219 )

Weighted average common shares–basic 17,909 17,791

Basic net (loss) income per common share $ ( 0.06 ) $ 0.36 $ ( 0.43 ) $ 0.51

Diluted net (loss) income per common share:

Net (loss) income for basic EPS $ ( 996 ) $ 6,373 $ ( 7,718 ) $ 9,046

Basic net loss per common share $ ( 0.53 ) $ ( 0.18 )

Diluted net loss per common share:

Net loss for basic EPS $ ( 9,566 ) $ ( 3,219 )

Effect of dilutive preferred stock — —

Net (loss) income for diluted EPS ( 996 ) 6,498 ( 7,718 ) 9,046

Net loss for diluted EPS ( 9,566 ) ( 3,219 )

Weighted average common shares–basic 17,909 17,791

1 unchanged sentence

Weighted average common shares–diluted 17,909 17,791

Diluted net (loss) income per common share $ ( 0.06 ) $ 0.35 $ ( 0.43 ) $ 0.51

Diluted net loss per common share $ ( 0.53 ) $ ( 0.18 )

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

1 unchanged sentence

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 the three and nine months ended July 31, 2025 and 2024.

Diluted net loss per common share was calculated under the two-class method for the three months ended January 31, 2026 and 2025.

Related-Party Transactions

The Company has transactions with equity method investments and various related parties summarized in Note 6 - Equity in Investments and in the tables below (in thousands):

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Balance Sheet Balance Sheet

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

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

2 Mutual water companies $ — $ 762 $ 1,507 $ — $ 514 $ 117

3 unchanged sentences

8 Rosales $ — $ — $ 992 $ — $ — $ 1,671

10 Del Mar $ — $ — $ — $ — $ — $ 527

10 Law firm $ — $ — $ 49 $ — $ — $ —

LIMONEIRA COMPANY

1 unchanged sentence

Related-Party Transactions (continued)

Three Months Ended July 31, 2025 Three Months Ended July 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 $ — $ 229 $ — $ — $ — $ 240 $ — $ —

2 Mutual water companies $ — $ — $ 244 $ — $ — $ — $ 138 $ —

3 Cooperative association $ — $ — $ — $ — $ — $ — $ 17 $ —

5 YMIDD $ 302 $ — $ — $ — $ 311 $ — $ — $ —

6 FGF $ 83 $ 50 $ — $ — $ 83 $ 50 $ — $ —

8 Principal Owner $ — $ — $ — $ 243 $ — $ — $ — $ 240

9 Rosales $ 240 $ — $ 1,019 $ — $ 368 $ — $ 1,545 $ —

10 Del Mar $ 94 $ — $ 216 $ — $ — $ — $ — $ —

11 Law firm $ — $ — $ 75 $ — $ — $ — $ — $ —

Nine Months Ended July 31, 2025 Nine Months Ended July 31, 2024

Three Months Ended January 31, 2026 Three Months Ended January 31, 2025

Consolidated Statement of Operations Consolidated Statement of Operations

2 unchanged sentences

2 Mutual water companies $ — $ — $ 2,405 $ — $ — $ — $ 654 $ —

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

4 YMIDD $ 305 $ — $ 5 $ — $ 306 $ — $ 5 $ —

8 unchanged sentences

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

(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) 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 has a receivable outstanding.

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

(5) 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 records revenue and receivables 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.

(7) LLCB - The Company entered into a joint venture with Lewis for the residential development of our East Area I real estate development project and formed LLCB as the development entity.

(6) LLCB - The Company entered into a joint venture with Lewis for the residential development of its East Area I real estate development project and formed LLCB as the development entity.

Refer to Note 5 - Real Estate Development.

(7) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(8) Rosales - The Company has an equity interest in Rosales as noted in Note 6 - Equity in Investments.

The Company recognizes lemon and orange sales to Rosales and procures lemons and oranges from Rosales.

The Company recognized lemon and orange sales to Rosales and procured lemons and oranges from Rosales.

The Company had no amounts due from Rosales for such sales and had amounts due to Rosales for such purchases.

(10) Del Mar - The Company has an interest in Del Mar as a general partner and as a limited partner as noted in Note 6 - Equity in Investments.

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

The Company had an immaterial payable due to Del Mar for such lemon procurement as of July 31, 2025.

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

The effective tax rate for the nine months ended July 31, 2025 was lower than the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.

The Company has no material uncertain tax positions as of July 31, 2025.

(9) Limco Del Mar, Ltd.

(“Del Mar”) - The Company has an interest in Del Mar as a general partner and as a limited partner.

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

The Company recorded revenue for farm management services provided to Del Mar in the first three months of fiscal year 2025.

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

The effective tax rate for the three months ended January 31, 2026 differs from the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.

The Company has no material uncertain tax positions as of January 31, 2026.

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

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

There was no material accrued interest or penalties associated with uncertain tax positions as of January 31, 2026.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Commitments and Contingencies

5 unchanged sentences

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

Management Performance Awards

Management 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.

1 unchanged sentence

The related compensation expense of $ 450,000 will be recognized over three years as the shares vest.

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

During January 2026, 8,812 shares of restricted stock with a per share price of $ 14.60 were granted to management.

The related compensation expense of $ 129,000 will be recognized over three years as the shares vest.

In November and December 2024, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted up to a maximum of 53,498 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

In November 2025 and January 2026, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted up to a maximum of 42,697 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

Executive Awards

2 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (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 will be eligible to receive cash and restricted stock grants upon the occurrence of certain events.

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 November 2025, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 56,476 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

1 unchanged sentence

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 .

Exchange of Common Stock

During the nine months ended July 31, 2025 and 2024, members of management exchanged 74,504 and 99,167 shares of common stock with fair values totaling $ 1,639,000 and $ 1,835,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of restricted stock under the Stock Plan.

During the three months ended January 31, 2026 and 2025, members of management exchanged 29,187 and 47,089 shares of common stock with fair values totaling $ 423,000 and $ 1,224,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of restricted stock under the Stock Plan.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information

2 unchanged sentences

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

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

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

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

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

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

The lemon packing segment includes packing revenues and packing costs.

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

The avocados segment includes sales, farming and harvest costs.

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

The other agribusiness segment primarily includes sales, growing and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs, and included farm management in fiscal year 2025.

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.

The Company’s chief operating decision maker (“CODM”) is the chief executive officer.

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

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

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

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

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

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

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

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

The lemon packing segment earns packing revenue for packing lemons grown on the Company’s orchards and lemons procured from third-party growers.

Segment information for the three months ended July 31, 2025 is as follows (in thousands):

Packing Eliminations

The Company also does not allocate 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.

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 year information has been recast to conform to the current year presentation.

Segment information for the three months ended January 31, 2026 is as follows (in thousands):

Avocados Other

3 unchanged sentences

Revenues from external customers $ 8,718 $ 6,958 $ — $ 1,080 $ 16,756 $ 1,449 $ 18,205

Intersegment revenues — 8,493 ( 8,493 ) — — — — —

Total net revenues 28,123 14,556 ( 8,493 ) 8,488 3,268 45,942 1,536 47,478

Costs and expenses 29,298 12,724 ( 8,493 ) 3,733 2,546 39,808 5,818 45,626

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 3,801 — — 3,801 — 3,801

Packing supplies and fruit treatments — 2,047 — — 2,047 — 2,047

Harvest costs 998 — — 169 1,167 — 1,167

Growing costs 2,548 — 29 807 3,384 — 3,384

Third party grower and supplier costs 7,492 — — 30 7,522 — 7,522

Other segment items — 3,152 — 24 3,176 903 4,079

Loss on disposal of assets, net — — — — — 73 73

Selling, general and administrative — — — — — 4,525 4,525

Total costs and expenses, excluding depreciation and amortization 11,038 9,000 29 1,030 21,097 5,501 26,598

Depreciation and amortization — — — — 1,922 236 2,158

Operating (loss) income $ ( 2,320 ) $ ( 2,042 ) $ ( 29 ) $ 50 $ ( 6,263 ) $ ( 4,288 ) $ ( 10,551 )

Total other expense ( 1,458 )

Loss before income tax benefit $ ( 12,009 )

LIMONEIRA COMPANY

1 unchanged sentence

Segment Information (continued)

Segment information for the three months ended July 31, 2024 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 36,746 $ 5,200 $ — $ 13,897 $ 6,006 $ 61,849 $ 1,456 $ 63,305

Intersegment revenues — 10,499 ( 10,499 ) — — — — —

Total net revenues 36,746 15,699 ( 10,499 ) 13,897 6,006 61,849 1,456 63,305

Costs and expenses 32,977 11,144 ( 10,499 ) 4,104 5,912 43,638 8,559 52,197

Depreciation and amortization — — — — — 1,799 316 2,115

Operating income (loss) $ 3,769 $ 4,555 $ — $ 9,793 $ 94 $ 16,412 $ ( 7,419 ) $ 8,993

Segment information for the nine months ended July 31, 2025 is as follows (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 74,491 $ 15,260 $ — $ 11,430 $ 11,195 $ 112,376 $ 4,526 $ 116,902

Intersegment revenues — 24,959 ( 24,959 ) — — — — —

Total net revenues 74,491 40,219 ( 24,959 ) 11,430 11,195 112,376 4,526 116,902

Costs and expenses 76,006 35,441 ( 24,959 ) 5,393 9,490 101,371 18,245 119,616

Depreciation and amortization — — — — — 5,882 725 6,607

Operating (loss) income $ ( 1,515 ) $ 4,778 $ — $ 6,037 $ 1,705 $ 5,123 $ ( 14,444 ) $ ( 9,321 )

Segment information for the nine months ended July 31, 2024 is as follows (in thousands):

Packing Eliminations

Segment information for the three months ended January 31, 2025 is as follows (in thousands):

Avocados Other

3 unchanged sentences

Revenues from external customers $ 16,446 $ 11,815 $ 162 $ 4,429 $ 32,852 $ 1,453 $ 34,305

Intersegment revenues — 28,129 ( 28,129 ) — — — — —

Total net revenues 94,971 43,885 ( 28,129 ) 16,245 16,473 143,445 4,197 147,642

Costs and expenses 90,687 35,450 ( 28,129 ) 5,529 16,119 119,656 25,140 144,796

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 4,215 — — 4,215 — 4,215

Packing supplies and fruit treatments — 3,111 — — 3,111 — 3,111

Harvest costs 1,761 — 15 45 1,821 — 1,821

Growing costs 2,926 — 22 1,314 4,262 — 4,262

Third party grower and supplier costs 12,472 — — 1,880 14,352 — 14,352

Other segment items — 3,265 — 699 3,964 1,000 4,964

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

Gain on disposal of assets, net — — — — — ( 6 ) ( 6 )

Selling, general and administrative — — — — — 6,404 6,404

Total costs and expenses, excluding depreciation and amortization 17,159 10,591 37 3,938 31,725 5,910 37,635

Depreciation and amortization — — — — 1,774 242 2,016

Operating (loss) income $ ( 713 ) $ 1,224 $ 125 $ 491 $ ( 647 ) $ ( 4,699 ) $ ( 5,346 )

Revenues related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues is as follows (in thousands):

Total other expense ( 132 )

Loss before income tax benefit $ ( 5,478 )

Revenue related to rental operations are included in “Corporate and Other.” The detail of other agribusiness revenues is as follows (in thousands):

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Oranges $ 10 $ 1,568

3 unchanged sentences

Other agribusiness revenues $ 1,080 $ 4,429

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Series B-2 Convertible Preferred Stock and Treasury Stock

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, 4.0 % voting preferred stock with a par value of $ 1,000 per share (“Series B-2 Preferred Stock”) to WPI-ACP Holdings, LLC (“WPI”), an entity affiliated with Water Asset Management, LLC (“WAM”) for total proceeds of $ 9,300,000 .

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.

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.

Treasury Stock

2 unchanged sentences

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 were repurchased under this program.

No shares have been repurchased under this program as of January 31, 2026.

Subsequent Events

The Company evaluated events subsequent to July 31, 2025 through the date of this filing, to assess the need for potential recognition or disclosure in this Quarterly 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 unaudited consolidated financial statements.

On March 10, 2026, the Company received $ 939,000 in insurance proceeds associated with a combined business interruption and casualty loss claim related to an incident which occurred at its packinghouse and for which repair costs were incurred during the first quarter of fiscal year 2026.

On March 12, 2026, the Company received confirmation from its insurance company that an additional $ 1,350,000 of insurance proceeds is to be paid for such claim.

The Company anticipates receiving these additional insurance proceeds in the second quarter of fiscal year 2026 at which time income will be recognized for the amounts received.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Subsequent Events (continued)

The Company evaluated events subsequent to January 31, 2026 through the date of this filing, to assess the need for potential recognition or disclosure in the unaudited consolidated financial statements.

Based upon this evaluation, except as described in the paragraph above and in the notes to consolidated financial statements, it was determined that no other subsequent events occurred that require recognition or disclosure in the unaudited consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements