Item 5. Other Information
Item 5. Other Information
Insider Trading Arrangements
On December 30, 2025 , Greg Hamm , the Vice President, Chief Financial Officer and Treasurer of the Company , entered into a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain minimum sale prices, of 12,000 shares of the Company’s common stock owned by Mr. Hamm. Mr. Hamm’s plan began on February 2, 2026 and will end on February 1, 2027 , subject to early termination in accordance with the terms of the plan.
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Item 6. Exhibits
Exhibit
Number Exhibit
3.1 Restated Certificate of Incorporation of Limoneira Company, dated July 5, 1990 (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
3.2 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated April 22, 2003 (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
3.3 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 24, 2010 (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
3.4 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 29, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017 (File No. 001-34755))
3.5 Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 26, 2024 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 28, 2024 (File No. 001-34755))
3.6 Amended and Restated Bylaws of Limoneira Company, dated December 15, 2023 (Incorporated by reference to Exhibit 3.1 to the Company ’ s Current Report on Form 8-K, filed December 18, 2023 (File No. 001-34755))
4.1 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21, 2006 (Incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
4.2 Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
4.3 Amended Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))
4.4 Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014 (File No. 001-34755))
4.5 Description of Securities (Incorporated by reference to Exhibit 4.7 of the Company ’ s Annual Report on Form 10-K, filed on December 22, 2022 (file No. 001-34755))
10.1 For m of Award Agreement under the Li moneira Company 2022 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10. 1 to the Company ’ s Current Report on Form 8-K, filed November 21 , 2025 (File No. 001-34755))
10.2 Modification to Master Loan Agreement, dated December 12, 2025 by and between Limoneira Company and AgWest Farm Credit, PCA (Incorporated by reference to Exhibit 10.30 to the Company ’ s Annual Report on Form 10-K, filed December 23, 2025 (File No. 001-34755))
10.3 P u r chase and Sale Agreement, dat ed November 7, 2025 by and between Agricola San Pablo SpA and San Pedro , SpA (Incorporated by reference to Exhibit 10.3 1 to the Company ’ s Annual Report on Form 10 -K, filed December 2 3 , 2025 (File No. 001-34755))
10.4 Purchase and Sale Agreement, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A. and San Pedro, SpA (Incorporated by reference to Exhibit 10.32 to the Company ’ s Annual Report on Form 10-K, filed December 23, 2025 (File No. 001-34755))
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Exhibit
Number Exhibit
10.5 N ov ation Contract, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA (Incorporated by reference to Exhibit 10.3 3 to the Company ’ s Annual Report on Form 10-K, filed December 23, 2025 (File No. 001-34755))
10.6 Novation Contract, dated November 7, 2025 by and between F r uticola Pan de Azucar S.A. a nd San Pedro, SpA (Incorporated by reference to Exhibit 10.3 4 to the Company ’ s Annual Report on Form 10-K, filed December 23, 2025 (File No. 001-34755))
31.1* Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)
31.2* Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)
32.1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* The following information from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets (Unaudited), (ii) the Consolidated Statements of Operations (Unaudited), (iii) the Consolidated Statements of Comprehensive Loss (Unaudited), (iv) the Consolidated Statements of Stockholders’ Equity and Temporary Equity (Unaudited), (v) the Consolidated Statements of Cash Flows (Unaudited), and (vi) the Notes to Consolidated Financial Statements (Unaudited)
104 The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 has been formatted in Inline XBRL
* Filed or furnished herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
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LIMONEIRA COMPANY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LIMONEIRA COMPANY
March 12, 2026 By: /s/ HAROLD S. EDWARDS
Harold S. Edwards
Director, President and Chief Executive Officer
(Principal Executive Officer)
March 12, 2026 By: /s/ GREGORY C. HAMM
Gregory C. Hamm
Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.