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Item 2. Management’s Discussion and Analysis

2026-03-12 compared with 2025-09-09 · 215 added, 365 removed, 200 unchanged (74% of the section changed)

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We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 7,000 acres of land, water resources and other assets to maximize long-term stockholder value.

Our current operations consist of fruit production, sales and marketing, rental operations, real estate and capital investment activities.

We are one of California’s oldest citrus growers and according to the California Avocado Commission, we are one of the largest growers of avocados in the United States.

In addition to growing lemons and avocados, we grow oranges and wine grapes.

We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona, La Serena, Chile and Jujuy, Argentina, which collectively consist of approximately 3,100 acres of lemons, 1,400 acres of avocados, 100 acres of oranges and 400 acres of wine grapes.

We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process, pack and sell lemons that we grow, as well as lemons grown by others.

We have a 47% interest in Rosales S.A.

(“Rosales”), a citrus packing, marketing and sales business, a 90% interest in Fruticola Pan de Azucar S.A.

(“PDA”), a lemon and orange orchard and a 100% interest in Agricola San Pablo, SpA (“San Pablo”), a lemon and orange orchard, all of which are located near La Serena, Chile.

Our current operations consist of fruit production and packing operations, rental operations, real estate and capital investment activities.

We are one of California’s oldest lemon growers and according to the California Avocado Commission, we are one of the largest growers of avocados in the United States.

In addition to growing lemons and avocados, we grow wine grapes.

We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona and Jujuy, Argentina, which collectively consist of approximately 2,400 acres of lemons, 1,600 acres of avocados and 400 acres of wine grapes.

We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process and pack lemons that we grow, as well as lemons grown by others.

We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina.

We have a 47% interest in Rosales S.A.

(“Rosales”), a citrus packing, marketing and sales business located near La Serena, Chile.

We have a 90% interest in Fruticola Pan de Azucar S.A.

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

Through November 7, 2025, these entities owned lemon and orange orchards located near La Serena, Chile.

Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own.

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We also use surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”).

We use ground water provided by wells and surface water for our PDA and San Pablo farming operations in Chile and our Trapani Fresh farming operations in Argentina.

We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina.

For more than 100 years, we have been making strategic investments in California agriculture and real estate.

We currently have an interest in three real estate development projects in California.

These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development.

These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development, as well as entitlement efforts related to Ventura County farmland.

Business Division Summary

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The agribusiness division is comprised of four reportable operating segments:

fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus, wine grapes and farm management services.

The agribusiness division includes our core operations of farming, harvesting, lemon packing and lemon sales operations.

fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus and wine grapes.

The agribusiness division includes our core operations of farming, harvesting and lemon packing operations.

The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling.

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Agribusiness Summary

We market and sell citrus directly to our food service, wholesale and retail customers throughout the United States, Canada, Asia, and certain other international markets.

We sell our avocados and oranges to third-party packinghouses.

Additionally, we sell our wine grapes to various wine producers.

Historically, our agribusiness division has been seasonal in nature with quarterly revenue fluctuating depending on the timing and variety of crops being harvested.

In June 2025, Limoneira entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist” and the “Sunkist Agreement”), 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.

As of 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.

We sell our avocados to third-party packinghouses and our wine grapes to wine producers.

Historically, our agribusiness division has been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested.

Cultural costs, also referred to as growing costs, in our agribusiness division tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year.

Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with the increase in production and revenue.

Our harvest costs generally increase in the second quarter and peak in the third quarter, coinciding with increased production.

Lemon revenues are expected to be lower in the first and second quarters and higher in the third and fourth quarters in connection with the Sunkist Agreement.

Fluctuations in price are a function of global supply and demand with weather conditions, such as unusually low temperatures, typically having the most dramatic effect on the amount of lemons supplied in any individual growing season.

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This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados.

In addition to growing lemons and avocados, we grow oranges and wine grapes.

In addition to growing lemons and avocados, we grow wine grapes.

We regularly monitor the demand for the fruit we grow in the current marketplace to identify trends.

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Our rental operations include our residential and commercial rentals, leased land operations and organic recycling.

Our residential rental units generate cash flows that we use to partially fund the operating costs of our business and provide affordable housing to many of our employees, including our agribusiness employees.

We believe that this unique employment benefit helps us maintain a dependable, long-term employee base.

In addition, our leased land business provides us with a typically profitable diversification.

Our residential and commercial rentals generate cash flows that we use to partially fund the operating costs of our business.

In addition, our leased land business provides us with a profitable method to diversify the use of our land.

Revenue from rental operations is generally level throughout the year.

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Our farming operations in Yuma, Arizona source water from the Colorado River through the YMIDD, where we have access to approximately 11,500 acre-feet of Class 3 Colorado River water rights.

We use ground water provided by wells and surface water for our PDA and San Pablo farming operations in La Serena, Chile and our Trapani Fresh farming operations in Argentina.

Southern California is experiencing below average precipitation for the 2024 - 2025 rainfall season.

As of July 31, 2025, Ventura County was experiencing severe drought conditions.

We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina and used ground water provided by wells and surface water for our PDA and San Pablo farming operations in La Serena, Chile.

Southern California is experiencing above average precipitation for the 2025 to 2026 rainfall season.

As of January 31, 2026, Ventura County was free from general drought conditions.

We continue to assess the impact drought conditions may have on our California orchards.

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Recent Developments

In January 2025, we completed three separate sale transactions of Santa Paula Basin water pumping rights at a selling price of $30,000 per acre-foot, totaling $1.7 million and recorded a gain on sales of water rights of $1.5 million.

On March 1, 2025, we received a notice of termination from PGIM Real Estate Finance, LLC (“PGIM”) regarding The Farm Management Agreement (“FMA”) dated January 31, 2023.

The FMA was terminated effective March 31, 2025.

Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we had previously sold to PGIM.

The FMA initially expired on March 31, 2024, and automatically renewed on a yearly basis thereafter, subject to termination with written notice at least thirty days prior to April 1.

On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing the Company to repurchase up to $30.0 million shares of our 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.

On March 17, 2025, we announced that we formally concluded our process to explore potential strategic alternatives that we previously announced on December 1, 2023.

While this formal exploration process has concluded, we remain committed to executing our comprehensive strategic roadmap to create long-term stockholder value.

As part of our normal course of business, we will continue to be opportunistic in evaluating potential strategic merger and acquisition opportunities, while also advancing our initiatives to monetize non-core assets.

On April 8, 2025, we announced that we are entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation, the largest organics waste recycler in California, to significantly expand their successful organic waste recycling program.

The joint venture plans to expand from the existing 15-acre green waste composting facility at Limoneira Ranch in Santa Paula into a 70-acre, commercial-scale composting facility capable of processing green waste and food waste.

We expect to enter into the joint venture and begin construction in fiscal year 2026.

On April 9, 2025, we announced that we received $10.0 million as our share of a $20.0 million cash distribution from our real estate joint venture, Harvest at Limoneira, with the Lewis Group of Companies (“Lewis”).

On June 6, 2025, we 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 from November 1, 2025 to October 31, 2028, unless terminated earlier per the provisions of the agreement.

On November 1, 2026, and on each anniversary of such date thereafter, the agreement will automatically extend for an additional year unless either party gives written notice on or prior to October 31 of each fiscal year.

On June 24, 2025, we declared a cash dividend of $0.075 per common share paid on July 18, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of July 7, 2025.

On June 26, 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (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 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 Company is the General Partner of Limco Del Mar, Ltd.

(“Del Mar”), a California partnership that produces lemons and avocados and operates certain real property known as the Limco Del Mar Ranch.

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 per unit for approximately $5.6 million (the “Purchase”).

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

On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative, 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.

As of November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations.

On November 7, 2025, our Chilean subsidiaries, 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 certain real estate parcels consisting of approximately 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $15.0 million.

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 $6.8 million, of which approximately $0.7 million will be deferred until certain requirements have been fulfilled.

The remainder of the Buyer’s payment obligations, in the aggregate amount of $8.2 million, 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 an immaterial gain on the disposal of assets.

On December 16, 2025, we declared a cash dividend of $0.075 per common share paid on January 16, 2026, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2025.

Results of Operations

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Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

Net revenues:

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Other operations 1,071 1,171

Impairment of intangible asset — 643 — 643

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

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Total costs and expenses 28,756 39,651

Operating (loss) income:

Operating loss:

Agribusiness (6,263) (647)

Other operations 378 282

Impairment of intangible asset — (643) — (643)

Gain on sales of water rights — 1,488

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Selling, general and administrative (4,593) (6,475)

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

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

Other (expense) income:

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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)

Non-GAAP Financial Measures

Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, impairment of intangible asset, loss (gain) on disposal of assets, net and severance benefits are important measures to evaluate our results of operations between periods on a more comparable basis.

Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, loss (gain) on disposal of assets, net and foreign currency transaction losses, are important measures to evaluate our results of operations between periods on a more comparable basis.

Adjusted EBITDA in fiscal year 2025 did not exclude foreign currency transaction losses which has now been excluded as management believes this is a better representation of cash generated by operations.

Foreign currency transaction losses were immaterial in fiscal year 2025.

Such measurements are not prepared in accordance with U.S.

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The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies.

EBITDA and adjusted EBITDA are summarized and reconciled to net (loss) income attributable to Limoneira Company which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

EBITDA and adjusted EBITDA are summarized and reconciled to net loss attributable to Limoneira Company, which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands):

Three Months Ended

July 31, Nine Months Ended

2025 2024 2025 2024

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

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

Interest income (8) (15)

Interest expense, net of patronage dividends 779 260

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

Income tax benefit (2,696) (2,407)

Depreciation and amortization 2,158 2,016

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Stock-based compensation 344 932

Impairment of intangible asset — 643 — 643

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

Severance benefits — (17) — 1,198

Foreign currency transaction losses 1,043 —

Adjusted EBITDA $ (7,734) $ (2,294)

Three Months Ended July 31, 2025 Compared to the Three Months Ended July 31, 2024

Total net revenues were $47.5 million for the three months ended July 31, 2025, compared to $63.3 million for the same period of fiscal year 2024.

The 25% decrease of $15.8 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management as detailed below ($ in thousands):

Three Months Ended July 31,

2025 2024 Change

Lemons $ 34,186 $ 41,946 $ (7,760) (18)%

Avocados 8,488 13,897 (5,409) (39)%

Oranges 1,696 1,160 536 46%

Specialty citrus and wine grapes 618 550 68 12%

Farm management 102 3,202 (3,100) (97)%

Other 852 1,094 (242) (22)%

Agribusiness revenues $ 45,942 $ 61,849 $ (15,907) (26)%

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of fresh and brokered lemons sold and other lemon sales.

Fresh packed lemon sales were $23.8 million and $25.8 million, in aggregate, on 1,397,000 and 1,400,000 cartons of lemons sold at average per carton prices of $17.02 and $18.43, for the third quarter of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $3.8 million and $9.8 million, lemon packing of $6.1 million and $5.2 million and lemon by-product sales of $0.5 million and $1.2 million, for the third quarter of fiscal years 2025 and 2024, respectively.

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume and lower prices of avocados sold.

The California avocado crop typically experiences alternating years of high and low production due to plant physiology.

We sold 5,654,000 and 8,855,000 pounds of avocados at average per pound prices of $1.50 and $1.57, for the third quarter of fiscal years 2025 and 2024, respectively.

The increase for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume, partially offset by lower prices of oranges sold.

We sold 94,000 and 43,000 cartons of oranges at average per carton prices of $18.00 and $26.98, for the third quarter of fiscal years 2025 and 2024, respectively.

• Specialty citrus and wine grapes:

The increase for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to higher prices, partially offset by decreased volume of specialty citrus sold.

We sold 17,000 and 25,000 40-pound carton equivalents of specialty citrus at average per carton prices of $36.01 and $22.00, for the third quarter of fiscal years 2025 and 2024, respectively.

• Farm management:

Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, due to the FMA termination effective March 31, 2025.

Other revenue, comprised primarily of fallowing and shipping, decreased for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.

• Other operations revenue was $1.5 million for the third quarter of fiscal years 2025 and 2024.

Costs and Expenses

Total costs and expenses were $48.1 million for the three months ended July 31, 2025, compared to $54.3 million for the same period of fiscal year 2024.

The 11% decrease of $6.2 million was primarily due to a decrease in agribusiness costs and expenses, a decrease in selling, general and administrative expenses and the 2024 impairment of intangible asset.

Agribusiness costs and expenses are detailed below ($ in thousands):

Three Months Ended July 31,

2025 2024 Change

Packing costs $ 12,724 $ 11,144 $ 1,580 14%

Harvest costs 3,910 4,330 (420) (10)%

Growing costs 4,056 7,650 (3,594) (47)%

Third-party grower and supplier costs 18,670 19,860 (1,190) (6)%

Other costs 448 654 (206) (31)%

Depreciation and amortization 2,242 1,799 443 25%

Agribusiness costs and expenses $ 42,050 $ 45,437 $ (3,387) (7)%

• Packing costs:

Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted costs and facility operating costs.

We packed and sold 1,397,000 and 1,400,000 cartons of lemons at average per carton costs of $9.11 and $7.96, for the third quarter of fiscal years 2025 and 2024, respectively.

The increase in per carton packing costs was primarily due to higher labor costs.

• Harvest costs:

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of avocados harvested.

• Growing 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.

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to the decrease in farm management growing costs related to the FMA termination and farm management decisions made in response to weather, harvest timing and crop conditions.

• Third-party grower and supplier costs:

We sell fruit that we grow and fruit that we procure from other growers and suppliers.

The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs.

The decrease for the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased costs for brokered fruit, partially offset by increased costs of third-party grower fruit.

We incurred costs for brokered fruit of $7.2 million and $9.4 million, for the third quarter of fiscal years 2025 and 2024, respectively.

Additionally, we incurred costs for third-party grower fruit of $11.5 million and $10.5 million, for the third quarter of fiscal years 2025 and 2024, respectively.

Of the 1,397,000 and 1,400,000 cartons of lemons packed and sold, 1,012,000 (72%) and 869,000 (62%) were procured from third-party growers at average per carton prices of $11.35 and $12.06, for the third quarter of fiscal years 2025 and 2024, respectively.

• Other costs:

The decrease in the third quarter of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.

• Depreciation and amortization:

Depreciation and amortization was $2.2 million in the third quarter of fiscal year 2025, compared to $1.8 million in the same period of fiscal year 2024.

Other operations expenses were $1.1 million for the third quarter of fiscal year 2025, compared to $1.3 million for the same period of fiscal year 2024.

Impairment of intangible asset was $0.6 million for the third quarter of fiscal year 2024.

There was no impairment of intangible asset for the third quarter of fiscal year 2025.

Selling, general and administrative costs and expenses were $5.0 million for the third quarter of fiscal year 2025, compared to $7.0 million for the same period of fiscal year 2024.

The 29% decrease of $2.0 million was primarily due to:

• $2.2 million net decrease in salaries, benefits and incentive compensation;

• $0.5 million net decrease in selling expenses;

• $0.7 million net increase in other general and administrative expenses.

Other (Expense) Income

Total other (expense) income was $(0.1) million for the third quarter of fiscal year 2025, compared to $0.2 million for the same period of fiscal year 2024.

The decrease of $0.3 million was primarily due to:

• $0.2 million decrease of equity in earnings of investments, net;

• $0.1 million increase of interest expense, net of patronage dividends.

We recorded an estimated income tax provision expense of $0.2 million and $3.0 million on pre-tax (loss) income of $(0.7) million and $9.2 million, for the third quarter of fiscal years 2025 and 2024, respectively.

The tax provision recorded for the third quarter of fiscal year 2025 differs from the U.S.

federal statutory tax rate of 21.0% primarily 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.

Our projected annual effective blended tax rate for fiscal year 2025, excluding discrete items, is approximately 23.2%.

Net Loss Attributable to Noncontrolling Interest

Net loss attributable to noncontrolling interest reflects 10% of PDA’s net loss and 49% of Trapani Fresh’s net loss for the third quarter of fiscal years 2025 and 2024, respectively.

Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024

Total net revenues were $116.9 million for the nine months ended July 31, 2025, compared to $147.6 million for the same period of fiscal year 2024.

The 21% decrease of $30.7 million was primarily due to decreased agribusiness revenues from lemons, avocados and farm management, partially offset by increased agribusiness revenues from oranges, as detailed below ($ in thousands):

Nine Months Ended July 31,

Three Months Ended January 31, 2026 Compared to the Three Months Ended January 31, 2025

Total net revenues were $18.2 million for the three months ended January 31, 2026, compared to $34.3 million for the same period of fiscal year 2025.

The 47% decrease of $16.1 million was primarily due to decreased agribusiness revenues from lemons, oranges and farm management as detailed below ($ in thousands):

Three Months Ended January 31,

2026 2025 Change

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Agribusiness revenues $ 16,756 $ 32,852 $ (16,096) (49)%

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices and decreased volume of fresh and brokered lemons sold and other lemon sales.

Fresh packed lemon sales were $64.6 million and $75.6 million, in aggregate, on 3,901,000 and 3,983,000 cartons of lemons sold at average per carton prices of $16.57 and $18.98, for the first nine months of fiscal years 2025 and 2024, respectively.

Lemon revenues included brokered lemons and other lemon sales of $8.5 million and $16.5 million, lemon packing of $15.3 million and $15.8 million and lemon by-product sales of $1.4 million and $2.9 million, for the first nine months of fiscal years 2025 and 2024, respectively.

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume, partially offset by higher prices of avocados sold.

The California avocado crop typically experiences alternating years of high and low production due to plant physiology.

We sold 6,959,000 and 10,450,000 pounds of avocados at average per pound prices of $1.64 and $1.55, for the first nine months of fiscal years 2025 and 2024, respectively.

The increase for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to increased volume and higher prices of oranges sold.

We sold 261,000 and 189,000 cartons of oranges at average per carton prices of $18.50 and $18.31, for the first nine months of fiscal years 2025 and 2024, respectively.

The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our partnership with Sunkist, which resulted in lower prices and decreased volume of fresh carton sales and a decrease of brokered and other lemon sales.

Fresh carton sales were $11.9 million and $21.2 million, in aggregate, on 681,000 and 1,147,000 cartons of lemons sold at average per carton prices of $17.41 and $18.44, for the first quarter of fiscal years 2026 and 2025, respectively.

The decrease in fresh carton volume was primarily related to a shift in our volume under the Sunkist Agreement from the first and second quarters and into our third and fourth quarters.

Per carton prices for the first quarter of fiscal year 2026 are net of the Sunkist marketing fee.

Brokered lemons and other lemon sales were $1.0 million and $2.2 million for the first quarter of fiscal years 2026 and 2025, respectively, due to the transition of our brokerage operations to Sunkist.

Lemon revenue included packing and handling revenue of $2.8 million and $4.5 million for the first quarter of fiscal years 2026 and 2025, respectively, and lemon by-product sales of $0.4 million for the first quarter of fiscal year 2025.

Lemon by-product sales were immaterial for the first quarter of fiscal year 2026.

Due to harvest timing, no avocados were sold in the first quarter of fiscal year 2026.

We sold 73,000 pounds of avocados at an average per pound price of $2.25 in the first quarter of fiscal year 2025.

The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was related to the sale of our Chilean agricultural properties and the transition of our citrus brokerage operations to Sunkist.

• Specialty citrus and wine grapes:

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to a decrease in wine grape revenues.

Due to harvest timing, no wine grape revenue was recorded for the first nine months of fiscal year 2025, compared to $0.6 million for the first nine months of fiscal year 2024.

The increase for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to wine grape sales in the first quarter of fiscal year 2026.

Due to harvest timing, no wine grape revenue was recorded for the first quarter of fiscal year 2025.

The wine grape increase was partially offset by a decrease in specialty citrus due to the transition of our citrus brokerage operations to Sunkist.

• Farm management:

Farm management revenue, comprised primarily of Northern Properties farming, management and operations services, decreased for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to the FMA termination effective March 31, 2025.

Other revenue, comprised primarily of fallowing and shipping, decreased for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, primarily due to decreased shipping revenue.

Other operations revenue was $4.5 million for the first nine months of fiscal year 2025, compared to $4.2 million for the same period of fiscal year 2024.

The 7% increase of $0.3 million was primarily due to increased rental operations revenue.

Farm management revenue for the first quarter of fiscal year 2025 was comprised primarily of farming, management and operations services provided to the Northern Properties prior to the termination of the agreement effective March 31, 2025.

No farm management services were provided during the first quarter of fiscal year 2026.

Other revenue, comprised primarily of fallowing and shipping, decreased for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, primarily due to decreased shipping revenue.

The Company no longer provides shipping services under the Sunkist Agreement.

Other operations revenue for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was similar at $1.5 million.

Costs and Expenses

Total costs and expenses were $126.2 million for the first nine months of fiscal year 2025, compared to $151.1 million for the same period of fiscal year 2024.

The 16% decrease of $24.9 million was primarily due to decreases in agribusiness costs and expenses, decreases in selling, general and administrative expenses and gains on sales of water rights.

Total costs and expenses were $28.8 million for the three months ended January 31, 2026, compared to $39.7 million for the same period of fiscal year 2025.

The 27% decrease of $10.9 million was primarily due to a decrease in agribusiness costs and expenses and a decrease in selling, general and administrative expenses, partially offset by gains on sales of water rights in the first quarter of fiscal year 2025.

Agribusiness costs and expenses are detailed below ($ in thousands):

Nine Months Ended July 31,

Three Months Ended January 31,

2026 2025 Change

7 unchanged sentences

• Packing costs:

We packed and sold 3,901,000 and 3,983,000 cartons of lemons at average per carton costs of $9.09 and $8.90, for the first nine months of fiscal years 2025 and 2024, respectively.

The increase in per carton packing costs was primarily due to higher labor costs.

Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, and facility operating costs.

We packed and sold 681,000 and 1,147,000 cartons of lemons at average per carton costs of $13.22 and $9.23, for the first quarter of fiscal years 2026 and 2025, respectively.

The increase in per carton packing costs was primarily due to decreased volume and higher costs for labor and repairs and maintenance.

We incurred packinghouse repair costs in the first quarter of fiscal year 2026 and received insurance proceeds related to these costs in the second quarter of fiscal year 2026.

• Harvest costs:

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to decreased volume of lemons and avocados harvested.

The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of lemons harvested.

• Growing 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.

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to the decrease in farm management growing costs related to the FMA termination and farm management decisions made in response to weather, harvest timing and crop conditions.

The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to the termination of the farm management agreement effective March 31, 2025 and farming operational decisions made in response to weather, harvest timing and crop conditions.

• Third-party grower and supplier costs:

1 unchanged sentence

The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs.

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was primarily due to lower prices of third-party grower fruit sold and decreased costs of brokered fruit.

We incurred costs for third-party grower fruit of $33.3 million and $37.6 million, for the first nine months of fiscal years 2025 and 2024, respectively.

Of the 3,901,000 and 3,983,000 cartons of lemons packed and sold, 3,215,000 (82%) and 2,921,000 (73%) were procured from third-party growers at average per carton prices of $10.36 and $12.89, for the first nine months of fiscal years 2025 and 2024, respectively.

Additionally, we incurred $12.2 million and $15.9 million of costs for brokered fruit, for the first nine months of fiscal years 2025 and 2024, respectively.

The decrease for the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased costs of third-party grower fruit and brokered fruit.

We incurred costs for third-party grower fruit of $7.1 million and $11.7 million, for the first quarter of fiscal years 2026 and 2025, respectively.

Additionally, we incurred costs for brokered fruit of $0.4 million and $2.7 million, for the first quarter of fiscal years 2026 and 2025, respectively.

Of the 681,000 and 1,147,000 cartons of lemons packed and sold, 534,000 (78%) and 953,000 (83%) were procured from third-party growers at average per carton prices of $13.26 and $12.23, for the first quarter of fiscal years 2026 and 2025, respectively.

• Other costs:

The decrease for the first nine months of fiscal year 2025, compared to the same period of fiscal year 2024, was due to decreased freight costs.

The decrease in the first quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was due to decreased freight costs.

• Depreciation and amortization:

Depreciation and amortization was $5.9 million for the first nine months of fiscal year 2025, compared to $5.3 million in the same period of fiscal year 2024.

Other operations expenses were $3.3 million for the first nine months of fiscal year 2025, compared to $3.9 million for the same period of fiscal year 2024.

The 15% decrease of $0.6 million was primarily due to severance benefits in fiscal year 2024.

Impairment of intangible asset was $0.6 million for the first nine months of fiscal year 2024.

There was no impairment of intangible asset for the first nine months of fiscal year 2025.

Gain on sales of water rights was $1.5 million for the first nine months of fiscal year 2025.

There were no sales of water rights for the same period of fiscal year 2024.

Selling, general and administrative costs and expenses were $17.2 million for the first nine months of fiscal year 2025, compared to $21.7 million for the same period of fiscal year 2024.

The 21% decrease of $4.5 million was primarily due to:

• $4.9 million net decrease in salaries, benefits and incentive compensation;

• $0.3 million net decrease in selling expenses;

• $0.7 million net increase in other general and administrative expenses.

Total other income was immaterial for the first nine months of fiscal year 2025, compared to $16.6 million for the same period of fiscal year 2024.

Depreciation and amortization was $1.9 million in the first quarter of fiscal year 2026, compared to $1.8 million in the same period of fiscal year 2025.

Other operations expenses were $1.1 million for the first quarter of fiscal year 2026, compared to $1.2 million for the same period of fiscal year 2025.

Gain on sales of water rights was $1.5 million for the first quarter of fiscal year 2025 due to three separate sale transactions of Santa Paula Basin water pumping rights.

Selling, general and administrative costs and expenses were $4.6 million for the first quarter of fiscal year 2026, compared to $6.5 million for the same period of fiscal year 2025.

The 29% decrease of $1.9 million was primarily due to:

• $16.3 million decrease of equity in earnings of investments, net, primarily due to LLCB’s closing of 554 residential homesites in the first nine months of fiscal year 2024;

• $0.2 million decrease of other income, net;

• $0.1 million increase of interest expense, net of patronage dividends.

We recorded an estimated income tax benefit (provision) of $1.9 million and $(4.1) million on pre-tax (loss) income of $(9.3) million and $13.1 million, for the first nine months of fiscal years 2025 and 2024, respectively.

The tax benefit recorded for the first nine months of fiscal year 2025 differs from the U.S.

• $1.5 million net decrease in salaries, benefits and incentive compensation, primarily related to transition of the Company’s sales and marketing function to Sunkist;

• $0.4 million net decrease in other general and administrative expenses.

Other Expense

Total other expense was $1.5 million for the first quarter of fiscal year 2026, compared to $0.1 million for the same period of fiscal year 2025.

The increase of $1.4 million was primarily due to:

• $0.9 million increase in other expense primarily related to foreign exchange transaction losses, net;

• $0.5 million increase in interest expense, net of patronage dividends.

We recorded an estimated income tax benefit of $2.7 million and $2.4 million on pre-tax loss of $12.0 million and $5.5 million, for the first quarter of fiscal years 2026 and 2025, respectively.

The tax benefit recorded for the first quarter of fiscal year 2026 differs from the U.S.

Our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 7.3%.

Net Loss Attributable to Noncontrolling Interest

Net loss attributable to noncontrolling interest reflects 10% of PDA’s net income/loss and 49% of Trapani Fresh’s net loss for the first nine months of fiscal years 2025 and 2024, respectively.

Net Income Attributable to Noncontrolling Interests, Net

Net income attributable to noncontrolling interests, net for the first quarter of fiscal year 2026 represents 10% of PDA’s net income, 49% of Trapani Fresh’s net loss and 45.1% of Del Mar’s net loss.

Net income attributable to noncontrolling interests, net for the first quarter of fiscal year 2025 represents 10% of PDA’s net income and 49% of Trapani Fresh’s net loss.

Segment Results of Operations

4 unchanged sentences

Each segment is subject to review and evaluations related to current market conditions, market opportunities and available resources.

During fiscal year 2025, the Company changed its presentation of fresh lemons and lemon packing revenue and costs to remove reference to intersegment revenue and costs and eliminations.

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

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.

See Note 17 - Segment Information for additional information regarding our operating segments.

Three Months Ended July 31, 2025 Compared to the Three Months Ended July 31, 2024

The following table shows the segment results of operations for the three months ended July 31, 2025 (in thousands):

Packing Eliminations

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 28,123 $ 6,063 $ — $ 8,488 $ 3,268 $ 45,942 $ 1,536 $ 47,478

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

Depreciation and amortization — — — — — 2,242 240 2,482

Operating (loss) income $ (1,175) $ 1,832 $ — $ 4,755 $ 722 $ 3,892 $ (4,522) $ (630)

The following table shows the segment results of operations for the three months ended July 31, 2024 (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

The following analysis should be read in conjunction with the previous section “Results of Operations.”

Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue.

Our fresh lemons segment total net revenues were $28.1 million for the third quarter of fiscal year 2025, compared to $36.7 million for the same period of fiscal year 2024.

The 23% decrease of $8.6 million was primarily due to:

• Brokered lemons and other lemon sales decrease of $5.9 million;

• Fresh packed lemon sales decrease of $2.0 million;

• Lemon by-products sales decrease of $0.7 million.

Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers.

Our fresh lemons segment costs and expenses were $29.3 million for the third quarter of fiscal year 2025, compared to $33.0 million for the same period of fiscal year 2024.

The 11% decrease of $3.7 million was primarily due to:

• Third-party grower and supplier costs decrease of $1.4 million;

• Intersegment costs and expenses decrease of $2.0 million;

• Growing costs decrease of $0.6 million;

• Harvest costs increase of $0.3 million.

Lemon Packing

Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue.

Our lemon packing segment total net revenues were $14.6 million for the third quarter of fiscal year 2025, compared to $15.7 million for the same period of fiscal year 2024.

The 7% decrease of $1.1 million was due to intersegment packing revenue.

Costs and expenses associated with our lemon packing segment consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, subcontracted costs and facility operating costs.

Our lemon packing costs and expenses were $12.7 million for the third quarter of fiscal year 2025, compared to $11.1 million for the same period of fiscal year 2024.

The 14% increase of $1.6 million was primarily due to increased labor costs.

Lemon packing segment operating income per carton sold was $1.31 for the third quarter of fiscal year 2025, compared to $3.25 for the same period of fiscal year 2024.

The lemon packing segment included $8.5 million of intersegment revenues for the third quarter of fiscal year 2025, compared to $10.5 million for the same period of fiscal year 2024, that were charged to the fresh lemons segment to pack lemons for sale.

Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

Our avocados segment had revenues of $8.5 million for the third quarter of fiscal year 2025, compared to $13.9 million for the same period of fiscal year 2024.

Costs and expenses associated with our avocados segment include growing and harvest costs.

Our avocados segment costs and expenses were $3.7 million for the third quarter of fiscal year 2025, compared to $4.1 million for the same period of fiscal year 2024.

The decrease of $0.4 million was primarily due to:

• Harvest costs decrease of $0.7 million;

• Growing costs increase of $0.3 million.

Other Agribusiness

Our other agribusiness segment total net revenues were $3.3 million for the third quarter of fiscal year 2025, compared to $6.0 million for the same period of fiscal year 2024.

The 46% decrease of $2.7 million was primarily due to:

• Farm management revenues decrease of $3.1 million;

• Other revenues decrease of $0.2 million;

• Orange revenues increase of $0.5 million;

• Specialty citrus revenues increase of $0.1 million.

Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs.

Our other agribusiness costs and expenses were $2.5 million for the third quarter of fiscal year 2025, compared to $5.9 million for the same period of fiscal year 2024.

The 57% decrease of $3.4 million was primarily due to:

• Growing costs decrease of $3.4 million;

• Shipping costs decrease of $0.2 million;

• Brokered fruit costs increase of $0.2 million.

Total agribusiness depreciation and amortization expenses were $2.2 million for the third quarter of fiscal year 2025, compared to $1.8 million for the same period of fiscal year 2024.

Corporate and Other

Our corporate and other operations revenues were $1.5 million for the third quarter of fiscal years 2025 and 2024.

Costs and expenses in our corporate and other operations primarily includes selling, general and administrative costs and expenses, impairment of intangible asset and disposal of assets, net, not allocated to the operating segments.

Costs and expenses in our corporate and other operations were $5.8 million for the third quarter of fiscal year 2025, compared to $8.6 million for the same period of fiscal year 2024.

Depreciation and amortization expenses in our corporate and other operations were $0.2 million for the third quarter of fiscal year 2025, compared to $0.3 million for the same period of fiscal year 2024.

Nine Months Ended July 31, 2025 Compared to the Nine Months Ended July 31, 2024

The following table shows the segment results of operations for the nine months ended July 31, 2025 (in thousands):

Packing Eliminations

Three Months Ended January 31, 2026 Compared to the Three Months Ended January 31, 2025

The following table shows the segment results of operations for the three months ended January 31, 2026 (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 — 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

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)

The following table shows the segment results of operations for the nine months ended July 31, 2024 (in thousands):

Packing Eliminations

The following table shows the segment results of operations for the three months ended January 31, 2025 (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

2 unchanged sentences

Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue.

Our fresh lemons segment total net revenues were $74.5 million for the first nine months of fiscal year 2025, compared to $95.0 million for the same period of fiscal year 2024.

Our fresh lemons segment total net revenues were $8.7 million for the first quarter of fiscal year 2026, compared to $16.4 million for the same period of fiscal year 2025.

The 47% decrease of $7.7 million was primarily due to:

• Fresh packed lemon sales decrease of $11.0 million;

• Fresh lemon sales net of pack charge decrease of $6.1 million;

• Brokered lemons and other lemon sales decrease of $1.2 million;

1 unchanged sentence

Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers.

Our fresh lemons segment costs and expenses were $76.0 million for the first nine months of fiscal year 2025, compared to $90.7 million for the same period of fiscal year 2024.

Our fresh lemons segment costs and expenses were $11.0 million for the first quarter of fiscal year 2026, compared to $17.2 million for the same period of fiscal year 2025.

The 36% decrease of $6.2 million was primarily due to:

• Third-party grower and supplier costs decrease of $5.0 million;

• Intersegment costs and expenses decrease of $3.2 million;

• Growing costs decrease of $1.6 million;

• Harvest costs decrease of $0.8 million;

• Growing costs decrease of $0.4 million.

Lemon Packing

Lemon packing segment revenue is comprised of packing revenue and intersegment packing revenue.

Our lemon packing segment total net revenues were $40.2 million for the first nine months of fiscal year 2025, compared to $43.9 million for the same period of fiscal year 2024.

The 8% decrease of $3.7 million was due to intersegment packing revenue.

Our lemon packing costs and expenses were $35.4 million for the first nine months of fiscal year 2025, compared to $35.5 million for the same period of fiscal year 2024.

Lemon packing segment operating income per carton sold was $1.23 for the first nine months of fiscal year 2025, compared to $2.12 for the same period of fiscal year 2024.

The lemon packing segment included $25.0 million of intersegment revenue for the first nine months of fiscal year 2025, compared to $28.1 million for the same period of fiscal year 2024, that were charged to the fresh lemons segment to pack lemons for sale.

Such intersegment revenues and expenses are eliminated in our consolidated financial statements.

Our avocados segment revenues were $11.4 million for the first nine months of fiscal year 2025, compared to $16.2 million for the same period of fiscal year 2024.

Costs and expenses associated with our avocados segment include growing and harvest costs.

Our avocados segment costs and expenses were $5.4 million for the first nine months of fiscal year 2025, compared to $5.5 million for the same period of fiscal year 2024.

Lemon packing segment revenue is comprised of packing revenue and packing and handling revenue.

Our lemon packing segment total net revenues were $7.0 million for the first quarter of fiscal year 2026, compared to $11.8 million for the same period of fiscal year 2025.

The 41% decrease of $4.8 million was primarily due to a decrease in cartons of lemons packed and sold.

Our lemon packing costs and expenses were $9.0 million for the first quarter of fiscal year 2026, compared to $10.6 million for the same period of fiscal year 2025.

The 15% decrease of $1.6 million was primarily due to:

• Harvest costs decrease of $0.8 million;

• Growing costs increase of $0.7 million.

• Packing supplies and fruit treatments decrease of $1.1 million;

• Labor and benefits decrease of $0.4 million;

• Other segment items decrease of $0.1 million.

Lemon packing segment operating (loss) income per carton sold was $(3.00) for the first quarter of fiscal year 2026, compared to $1.07 for the same period of fiscal year 2025.

Our avocados segment had no revenue for the first quarter of fiscal year 2026, compared to $0.2 million for the same period of fiscal year 2025.

Costs and expenses associated with our avocados segment include growing and harvest costs.

Our avocados segment costs and expenses were immaterial for the first quarter of fiscal years 2026 and 2025.

Other Agribusiness

Our other agribusiness segment total net revenues were $11.2 million for the first nine months of fiscal year 2025, compared to $16.5 million for the same period of fiscal year 2024.

Our other agribusiness segment total net revenues were $1.1 million for the first quarter of fiscal year 2026, compared to $4.4 million for the same period of fiscal year 2025.

The 76% decrease of $3.3 million was primarily due to:

• Farm management revenues decrease of $5.7 million;

• Specialty citrus and wine grape revenues decrease of $0.7 million;

• Other revenues decrease of $0.3 million;

• Orange revenues increase of $1.4 million.

• Orange revenue decrease of $1.5 million;

• Farm management revenue decrease of $1.2 million;

• Other revenue decrease of $0.8 million;

• Specialty citrus revenue increase of $0.2 million.

Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs.

Our other agribusiness costs and expenses were $9.5 million for the first nine months of fiscal year 2025, compared to $16.1 million for the same period of fiscal year 2024.

Our other agribusiness costs and expenses were $1.0 million for the first quarter of fiscal year 2026, compared to $3.9 million for the same period of fiscal year 2025.

The 74% decrease of $2.9 million was primarily due to:

• Growing costs decrease of $6.6 million;

• Brokered fruit costs decrease of $1.8 million;

• Shipping costs decrease of $0.7 million;

• Harvest costs decrease of $0.2 million;

• Brokered fruit costs increase of $0.7 million.

Total agribusiness depreciation and amortization expenses were $5.9 million for the first nine months of fiscal year 2025, compared to $5.3 million for the same period of fiscal year 2024.

• Growing costs decrease of $0.5 million;

• Harvest costs increase of $0.1 million.

Total agribusiness depreciation and amortization expenses were $1.9 million for the first quarter of fiscal year 2026, compared to $1.8 million for the same period of fiscal year 2025.

Corporate and Other

Our corporate and other operations revenues were $4.5 million for the first nine months of fiscal year 2025, compared to $4.2 million for the same period of fiscal year 2024.

Costs and expenses in our corporate and other operations primarily includes selling, general and administrative costs and expenses, impairment of intangible asset, sales of water rights and disposal of assets, net, none of which are allocated to the operating segments.

Costs and expenses in our corporate and other operations were $18.2 million for the first nine months of fiscal year 2025, compared to $25.1 million for the same period of fiscal year 2024.

Depreciation and amortization expenses in our corporate and other operations were $0.7 million for the first nine months of fiscal year 2025, compared to $0.9 million for the same period of fiscal year 2024.

Our corporate and other operations revenues were $1.5 million for the first quarter of fiscal years 2026 and 2025.

Costs and expenses in our corporate and other operations primarily includes selling, general and administrative costs and expenses, and various gains and losses not allocated to the operating segments.

Costs and expenses in our corporate and other operations were $5.5 million for the first quarter of fiscal year 2026, compared to $5.9 million for the same period of fiscal year 2025.

Depreciation and amortization expenses in our corporate and other operations were $0.2 million for the first quarter of fiscals year 2026 and 2025.

Seasonal Operations

Historically, our agribusiness operations have been seasonal in nature with quarterly revenue fluctuating depending on the timing and the variety of crops being harvested.

Historically, our agribusiness operations have been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested.

Cultural costs in our agribusiness tend to be higher for the first and second quarters and lower for the third and fourth quarters because of the timing of expensing cultural costs for the current year that were inventoried for the prior year.

Our harvest costs generally increase for the second quarter and peak for the third quarter coinciding with the increase in production and revenue.

Our harvest costs generally increase for the second quarter and peak for the third quarter, coinciding with increased production.

Lemon revenues are expected to shift from the first and second quarters into the third and fourth quarters in connection with the Sunkist Agreement.

Due to this seasonality, and to avoid the inference that interim results are indicative of the estimated results for a full fiscal year, we present supplemental information for 12-month periods ended at the interim date for the current and preceding years.

Results of Operations for the Trailing Twelve Months Ended July 31, 2025 and 2024

Results of Operations for the Trailing Twelve Months Ended January 31, 2026 and 2025

The following table shows the unaudited results of operations (in thousands):

Trailing Twelve Months Ended July 31,

Trailing Twelve Months Ended January 31,

Net revenues:

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

(Gain) loss on disposal of assets (351) 221

Loss (gain) on disposal of assets 785 (348)

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

Selling, general and administrative 22,593 26,594

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Operating loss (25,610) (3,779)

Other income (expense):

Other (expense) income:

Interest income 55 111

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Equity in earnings of investments, net 872 18,417

Other income, net 14 240

Total other income 1,198 21,435

Other (expense) income, net (781) 201

Total other (expense) income (1,926) 17,715

(Loss) income before income tax benefit (provision) (27,536) 13,936

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Net (loss) income (22,598) 7,780

Loss attributable to noncontrolling interest 123 563

Net loss attributable to noncontrolling interest, net 264 447

Net (loss) income attributable to Limoneira Company $ (22,334) $ 8,227

The following analysis should be read in conjunction with the previous section “Results of Operations.”

• Total revenues decreased $28.3 million, primarily due to decreased lemon, specialty citrus and wine grapes, and farm management revenue, partially offset by increased avocado revenue.

• Total costs and expenses decreased $29.4 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses.

• Total other income decreased $20.2 million, primarily due to decreased equity in earnings of investments, net related to LLCB.

• Total net revenues decreased $42.5 million, primarily due to decreased lemon, avocado and farm management revenue.

• Total costs and expenses decreased $20.6 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses and the gain on remeasurement of previously held equity method investment.

• Total other income decreased $19.6 million, primarily due to decreased equity in earnings of investments related to LLCB.

• Income tax benefit increased $11.1 million due to increased pre-tax loss of $41.5 million and the effects of estimated interim tax provisions.

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Our primary sources of liquidity are cash and cash flows generated from our operations, use of our revolving credit facility, sales of assets and distributions from our equity investments.

Our liquidity and capital position fluctuates during the year depending on seasonal production cycles, weather events and demand for our products.

Typically, our first and last fiscal quarters coincide with the fall and winter months during which we are growing crops that are harvested and sold in the spring and summer, which are our second and third quarters.

To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs and farm management practices until sufficient returns from crops allow us to repay amounts borrowed.

Our liquidity and capital position fluctuate during the year depending on seasonal production cycles, weather events and demand for our products.

We generally grow crops during our first and fourth fiscal quarters and harvest them during our second and third fiscal quarters.

In connection with the Sunkist Agreement, we expect lemon revenues to be higher during our third and fourth fiscal quarters.

To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs until sufficient returns from crops allow us to repay amounts borrowed.

Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources.

Material contractual obligations arising in the normal course of business consist primarily of purchase obligations, long-term variable rate debt and related interest payments and operating and finance leases.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of July 31, 2025 related to debt and leases.

Purchase obligations consist of contracts primarily related to packing supplies, the majority of which are due in the next three years.

Material contractual obligations arising in the normal course of business consist primarily of purchase obligations under the Sunkist Agreement, long-term variable rate debt and related interest payments and operating and finance leases.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of January 31, 2026 related to debt and leases.

We believe that the cash flows from operations and available borrowing capacity from our existing credit facilities will be sufficient to satisfy our capital expenditures, debt service, working capital needs and other contractual obligations for the next 12 months.

We believe our revenue generating operations, distributions from equity investments and credit facilities will generate sufficient cash needed to operate beyond the next 12 months.

In addition, we have the ability to control a portion of our investing cash flows to the extent necessary based on our liquidity demands.

In addition, we have the ability to control a portion of our investing and financing cash flows to the extent necessary based on our liquidity demands.

Cash Flows from Operating Activities

Net cash (used in) provided by operating activities was $(7.0) million and $11.3 million for the nine months ended July 31, 2025 and 2024, respectively.

The significant components of our cash flows (used in) provided by operating activities were as follows:

• Net (loss) income was $(7.4) million and $9.1 million for the nine months ended July 31, 2025 and 2024, respectively.

The components of net loss for the nine months ended July 31, 2025, compared to net income for the same period of fiscal year 2024, consists of a decrease in total other income of $16.5 million, primarily related to LLCB equity earnings, an increase in operating loss of $5.9 million and an increase in income tax benefit of $6.0 million.

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

◦ Adjustments were $16.1 million and $13.2 million for the nine months ended July 31, 2025 and 2024, respectively, primarily related to gain on sales of water rights, stock compensation expense, equity in earnings of investments, net, cash distributions from equity investments and deferred income taxes.

◦ Changes in operating assets and liabilities used $15.7 million and $11.1 million of operating cash for the nine months ended July 31, 2025 and 2024, respectively, primarily related to accounts receivables and receivables/other from related parties, prepaid and other current assets, accounts payable and growers and suppliers payable, accrued liabilities and payables to related parties and other long-term liabilities.

Net cash used in operating activities was $11.7 million and $12.9 million for the three months ended January 31, 2026 and 2025, respectively.

The significant components of our cash flows used in operating activities were as follows:

• Net loss was $9.3 million and $3.1 million for the three months ended January 31, 2026 and 2025, respectively.

The components of net loss for the three months ended January 31, 2026, compared to net loss for the same period of fiscal year 2025, consists of an increase in total other expense of $1.3 million, an increase in operating loss of $5.2 million and an increase in income tax benefit of $0.3 million.

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

◦ Adjustments were $(0.2) million and $(0.6) million for the three months ended January 31, 2026 and 2025, respectively, primarily related to depreciation and amortization, gain on sales of water rights, stock compensation expense and deferred income taxes.

◦ Changes in operating assets and liabilities used $2.2 million and $9.3 million of operating cash for the three months ended January 31, 2026 and 2025, respectively, primarily related to accounts receivables and receivables/other from related parties, prepaid expenses and other current assets, accounts payable and growers and suppliers payable, and accrued liabilities and payables to related parties.

Cash Flows from Investing Activities

Net cash used in investing activities was $9.9 million and $6.7 million for the nine months ended July 31, 2025 and 2024, respectively.

▪ The $9.9 million of cash used in investing activities for the nine months ended July 31, 2025 was comprised primarily of capital expenditures of $9.6 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.3 million, partially offset by proceeds from sales of water rights of $1.7 million.

▪ The $6.7 million of cash used in investing activities for the nine months ended July 31, 2024 was comprised primarily of capital expenditures of $6.7 million, related to orchard and vineyard development.

Net cash used in investing activities was $3.4 million and $3.5 million for the three months ended January 31, 2026 and 2025, respectively.

▪ The $3.4 million of cash used in investing activities for the three months ended January 31, 2026 was comprised primarily of capital expenditures of $3.0 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $0.3 million.

▪ The $3.5 million of cash used in investing activities for the three months ended January 31, 2025 was comprised primarily of capital expenditures of $4.1 million, mainly related to orchard and vineyard development, partially offset by proceeds from sales of water rights of $0.6 million.

Cash Flows from Financing Activities

Net cash provided by (used in) financing activities was $15.9 million and $(7.1) million for the nine months ended July 31, 2025 and 2024, respectively.

• The $15.9 million of cash provided by financing activities for the nine months ended July 31, 2025 was comprised primarily of net borrowings of long-term debt of $22.8 million, partially offset by common and preferred dividends of $4.4 million and the exchange of common stock of $1.6 million.

• The $7.1 million of cash used in financing activities for the nine months ended July 31, 2024 was comprised primarily of common and preferred dividends of $4.4 million and the exchange of common stock of $1.8 million.

Net cash provided by financing activities was $15.3 million and $14.5 million for the three months ended January 31, 2026 and 2025, respectively.

• The $15.3 million of cash provided by financing activities for the three months ended January 31, 2026 was comprised primarily of net borrowings of long-term debt of $17.5 million, partially offset by common and preferred dividends of $1.5 million and the exchange of common stock of $0.4 million.

• The $14.5 million of cash provided by financing activities for the three months ended January 31, 2025 was comprised primarily of net borrowings of long-term debt of $17.4 million, partially offset by common and preferred dividends of $1.5 million and the exchange of common stock of $1.2 million.

Transactions Affecting Liquidity and Capital Resources

Credit Facilities and Long-Term Debt

We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Lender, which includes the MLA and Supplements with principal repayment due July 1, 2030.

The MLA governs the terms of the Supplements.

We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Credit Facility with AgWest Farm Credit, (the "Lender").

In June 2025, we entered into a Master Loan Agreement (the “MLA”) 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 and extends the principal repayment to July 1, 2030.

Additional information regarding these loans can be found in Note 10 - Long-Term Debt.

The Supplements provide aggregate borrowing capacity of $115.0 million, comprised of $114.0 million under the Revolving Credit Supplement and $1.0 million under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit.

As of July 31, 2025, our outstanding borrowings under the Revolving Credit Supplement were $63.3 million and we had $50.7 million of availability.

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

As of January 31, 2026, our outstanding borrowings under the Revolving Credit Supplement were $89.9 million and we had $24.1 million available to borrow.

The MLA subjects us 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 our business.

We are subject to an annual financial covenant that requires us 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.

We are also subject to a quarterly financial covenant that requires us 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.

We were in compliance with the covenants as of October 31, 2024.

In fiscal years 2025 and 2024, the Lender declared an annual cash patronage dividend and we received $0.6 million in the nine months ended July 31, 2025 and 2024.

Real Estate Development Joint Ve nture

On April 9, 2025, we received a cash distribution of $10.0 million representing our share of a $20.0 million distribution from our joint venture, Harvest at Limoneira.

As of July 31, 2025, the 50%-owned unconsolidated joint venture had $36.4 million of cash and cash equivalents on hand.

We were subject to an annual financial covenant that required us to maintain compliance with a specific debt service coverage ratio of 1.0:1.0 for the fiscal year ending October 31, 2026, and 1.25:1.0 for any fiscal year ending thereafter.

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

In December 2025, the Lender modified the annual 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.

We were also subject to a quarterly financial covenant that required us to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026.

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 us to maintain a specific debt to capitalization ratio.

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

The holders of our Series B Convertible Preferred Stock and Series B-2 Preferred Stock are entitled to receive cumulative cash dividends.

Such preferred dividends paid were $0.4 million for the nine months ended July 31, 2025 and 2024.

Cash dividends declared for the nine months ended July 31, 2025 and 2024 were $0.225 per common share.

Such dividends paid were $4.1 million for the nine months ended July 31, 2025 and 2024.

Such preferred dividends paid were $0.1 million for the three months ended January 31, 2026 and 2025.

Cash dividends declared for the three months ended January 31, 2026 and 2025 were $0.075 per common share and such dividends paid were $1.4 million for the three months ended January 31, 2026 and 2025.

Critical Accounting Estimates

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Actual results may materially differ from these estimates under different assumptions or conditions as new or additional information becomes available in future periods.

As of July 31, 2025, our critical accounting policies and estimates have not changed since the filing of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, as filed with the SEC on December 23, 2024.

As of January 31, 2026, our critical accounting policies and estimates have not changed since the filing of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 23, 2025.

Please refer to that filing for a description of our critical accounting policies and estimates.

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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 2. Management’s Discussion and Analysis