What changed in this filing

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Item 1. Financial Statements

2026-06-09 compared with 2026-03-12 · 266 added, 115 removed, 587 unchanged (39% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Current assets:

28 unchanged sentences

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

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

14,790 shares issued and outstanding at April 30, 2026 and October 31, 2025) ( 8.75 % coupon rate)

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

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

9,300 shares issued and outstanding at April 30, 2026 and October 31, 2025) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

Stockholders’ equity:

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

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

zero issued or outstanding at April 30, 2026 and October 31, 2025)

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

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

18,364,496 and 18,287,868 shares issued and 18,113,519 and 18,036,891 shares outstanding at April 30, 2026 and October 31, 2025, respectively)

Additional paid-in capital 171,587 171,365

1 unchanged sentence

Accumulated other comprehensive loss ( 309 ) ( 6,270 )

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

Treasury stock, at cost, 250,977 shares at April 30, 2026 and October 31, 2025

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Net revenues:

5 unchanged sentences

Other operations 1,011 1,009 2,082 2,180

Impairment of assets 9,324 — 9,324 —

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

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

Loss and expected loss on disposal of assets, net 7,821 18 7,894 12

Other operating income ( 1,114 ) — ( 1,114 ) —

Selling, general and administrative 5,420 5,733 10,013 12,208

4 unchanged sentences

Interest expense, net of patronage dividends ( 560 ) ( 228 ) ( 1,339 ) ( 488 )

Equity in earnings of investments, net 176 102

Equity in (losses) earnings of investments, net ( 387 ) 491 ( 211 ) 593

Other (expense) income, net ( 5,080 ) 5 ( 5,943 ) 16

Total other expense ( 1,458 ) ( 132 )

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

Income tax benefit 2,696 2,407

Total other (expense) income ( 5,911 ) 281 ( 7,369 ) 149

Loss before income tax benefit (provision) ( 27,605 ) ( 3,064 ) ( 39,614 ) ( 8,542 )

Income tax benefit (provision) 5,281 ( 301 ) 7,977 2,106

Net loss ( 22,324 ) ( 3,365 ) ( 31,637 ) ( 6,436 )

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

Net loss attributable to noncontrolling interests, net 904 4 790 1

Net loss attributable to Limoneira Company ( 21,420 ) ( 3,361 ) ( 30,847 ) ( 6,435 )

10 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Net loss $ ( 22,324 ) $ ( 3,365 ) $ ( 31,637 ) $ ( 6,436 )

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 776 ( 267 )

Total other comprehensive income (loss) 776 ( 267 )

Foreign currency translation adjustments before reclassification ( 559 ) 502 217 235

Foreign currency translation adjustments reclassified to earnings included in other expense (income), net 5,744 — 5,744 —

Total other comprehensive income 5,185 502 5,961 235

Comprehensive loss ( 17,139 ) ( 2,863 ) ( 25,676 ) ( 6,201 )

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

Comprehensive loss attributable to noncontrolling interests, net 904 4 790 1

Comprehensive loss attributable to Limoneira Company $ ( 16,235 ) $ ( 2,859 ) $ ( 24,886 ) $ ( 6,200 )

19 unchanged sentences

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

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

Noncontrolling interest adjustments — — — — — — ( 22 ) ( 22 ) — —

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

1 unchanged sentence

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

Stock compensation 6,642 — 302 — — — — 302 — —

Noncontrolling interest adjustments — — — — — — ( 80 ) ( 80 ) — —

Net loss — — — ( 21,420 ) — — ( 904 ) ( 22,324 ) — —

Other comprehensive income — — — — 5,185 — — 5,185 — —

Balance at April 30, 2026 18,113,519 $ 181 $ 171,587 $ ( 33,400 ) $ ( 309 ) $ ( 3,493 ) $ 18,357 $ 152,923 $ 1,479 $ 9,331

Stockholders’ Equity Temporary Equity

17 unchanged sentences

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

Dividends Common ($ 0.075 per share)

— — — ( 1,353 ) — — — ( 1,353 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 33 ) — — — ( 33 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

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

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

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

Other comprehensive income — — — — 502 — — 502 — —

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

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

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Operating activities

2 unchanged sentences

Depreciation and amortization 4,172 4,125

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

Impairment of assets 9,324 —

Loss and expected loss on disposal of assets, net 7,894 12

Accumulated other comprehensive loss reclassified to earnings 5,744 —

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

1 unchanged sentence

Non-cash lease expense 346 970

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

Equity in losses (earnings) of investments, net 211 ( 593 )

Cash distributions from equity investments — 10,092

Deferred income taxes ( 8,267 ) ( 2,106 )

7 unchanged sentences

Accrued liabilities and payables to related parties ( 4,480 ) ( 5,422 )

Income taxes receivable (payable) 103 ( 680 )

Other long-term liabilities ( 486 ) ( 222 )

6 unchanged sentences

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

Collection on notes receivable — 68

Equity investment contributions and capitalized interest ( 1,682 ) ( 2,007 )

17 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Supplemental disclosures of cash flow information

4 unchanged sentences

Accrued contribution obligation of investment in water company $ 731 $ 450

Accrued water rights sale proceeds $ — $ 1,140

Notes receivable in exchange for sale of assets $ 7,800 $ —

3 unchanged sentences

Organization and Basis of Presentation

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

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

The Company is also engaged in residential rentals and other rental operations and real estate development activities.

6 unchanged sentences

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

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

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

Basis of Presentation and Preparation

48 unchanged sentences

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

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40):

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software

7 unchanged sentences

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

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

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

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

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

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

Lemon revenues sold through Sunkist represented 85 % of total revenues for the six months ended April 30, 2026 and 95 % of accounts receivable, net as of April 30, 2026.

Fruit Growers Supply Company, an affiliate of Sunkist, represented 12 % of accounts payable as of April 30, 2026.

One additional individual vendor represented 13 % of accounts payable as of April 30, 2026.

Lemons procured from third-party growers were 90 % and 88 % of the Company’s domestic lemon supply for the six months ended April 30, 2026 and 2025, respectively.

Two third-party growers represented 47 % and 29 % of growers and suppliers payable as of April 30, 2026.

The Company maintains its cash in federally insured financial institutions.

9 unchanged sentences

The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $ 6,800,000 , of which approximately $ 742,000 will be deferred until certain requirements have been fulfilled.

After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer made an initial payment to the Sellers in the aggregate amount of $ 6,800,000 , of which approximately $ 742,000 is deferred until certain requirements have been fulfilled.

The remainder of the Buyer’s payment obligations, in the aggregate amount of $ 8,167,000 , will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”).

2 unchanged sentences

The Company recorded current and noncurrent notes receivable representing the estimated current fair value of the expected future cash proceeds.

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

These notes are recorded in prepaid expenses and other current assets, and other assets, respectively, on the consolidated balance sheet as of April 30, 2026.

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

10 unchanged sentences

Gain on disposal of assets $ 7

Current notes receivable $ 6,058

Noncurrent notes receivable 7,800

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

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

The balance sheets are translated to U.S.

dollars at exchange rates in effect at the balance sheet date and the income statements are translated at average exchange rates during the reporting period.

The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss.

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

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

Cash proceeds received in March 2026 $ 6,058

Current notes receivable as of April 30, 2026 400

Noncurrent notes receivable as of April 30, 2026 7,400

Total fair value of expected cash proceeds $ 13,858

Prior to the first receipt of cash proceeds, the functional currency of PDA and San Pablo was the Chilean Peso.

The balance sheets were translated to U.S.

dollars at exchange rates in effect at the balance sheet date and the income statements were translated at average exchange rates during the reporting period.

The resulting foreign currency translation adjustments were recorded as a separate component of accumulated other comprehensive loss.

In March 2026, the Company decided not to reinvest the proceeds in Chile and remitted the first cash proceeds received from the transaction to its U.S.

As such, the transaction was deemed a substantially complete liquidation of the foreign entities and the historical cumulative translation adjustments of $ 5,744,000 were reclassified to current year earnings.

This component of accumulated other comprehensive loss was recorded over approximately eight years since the entities were acquired.

Simultaneously, due to the change in economic conditions as a result of the transaction, the functional currency of PDA and San Pablo transitioned to the U.S.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Asset Sales and Disposals (continued)

Pan de Azucar and San Pablo Orchards (continued)

The Company’s foreign subsidiaries, including PDA and San Pablo, incurred aggregate foreign exchange losses, including the reclassification of the historical cumulative translation losses, of $ 6,121,000 and immaterial amounts for the six months ended April 30, 2026 and 2025, respectively.

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

Windfall Farms Property

On April 14, 2026, one of the Company’s subsidiaries, Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell an 80 % undivided tenant-in-common interest in the Company’s Windfall Farms property located in Paso Robles, California for a purchase price of $ 16,000,000 , of which $ 10,000,000 is to be paid in cash and $ 6,000,000 is to be paid via promissory note secured by a deed of trust.

The property consists of approximately 724 acres of land, including approximately 400 acres of wine grapes and related improvements and infrastructure.

The Company has classified the related property, plant and equipment as assets held for sale as of April 30, 2026, as management believes the sale is probable of being completed within one year and all the criteria have been met to classify the assets as held for sale.

The assets are measured at $ 18,249,000 , which is the lower of the carrying amount or fair value less costs to sell.

As a result of the pending transactions contemplated by the Purchase and Sale Agreement, in the second quarter of fiscal year 2026 the Company recorded an impairment of $ 9,324,000 on the property, plant and equipment and an expected loss on disposal of $ 880,000 related to expected transaction costs.

The transaction is expected to close in the fourth quarter of fiscal year 2026.

Associated Citrus Packers Orchards

In April 2026, the Company made the decision to cease citrus farming operations on the remaining 600 lemon acres located at its Associated Citrus Packers property in Yuma, Arizona.

This decision aligns with the Company’s strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops.

As a result, the Company recorded a loss on disposal of assets of $ 7,168,000 in the second quarter of fiscal year 2026.

Prepaid Expenses and Other Current Assets

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

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Prepaid supplies and insurance $ 2,588 $ 1,398

7 unchanged sentences

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

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

East Area II $ 10,930 $ 10,624

1 unchanged sentence

$ 11,497 $ 10,628

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development (continued)

East Area I, Retained Property and East Area II

4 unchanged sentences

Under the terms of the Retained Property Agreement, LLCB transferred certain contributed East Area I property, which is entitled for commercial development, back to the Company (the “Retained Property”) and arranged for the design and construction of certain improvements to the Retained Property, subject to certain reimbursements by the Company.

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

The balance in East Area II includes estimated costs incurred by and reimbursable to LLCB of $ 3,444,000 as of April 30, 2026 and October 31, 2025, which is included in payables to related parties in the Company’s balance sheets.

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

1 unchanged sentence

The joint venture partners will share in the capital contributions to fund project costs until loan proceeds and/or revenues are sufficient to fund the project.

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

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

The Company made contributions of $ 100,000 and $ 1,775,000 to LLCB II during the six months ended April 30, 2026 and 2025, respectively.

Through April 30, 2026, LLCB closed on lot sales representing 1,261 residential units and the Company received cash distributions of $ 25,009,000 since inception from LLCB.

As of April 30, 2026, LLCB had cash and cash equivalents of $ 19,257,000 .

Limco Del Mar Ranch

1 unchanged sentence

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments

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

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Limoneira Lewis Community Builders, LLC $ 58,051 $ 58,416

LLCB II, LLC 12,556 12,157

Agromin-Limoneira LLC 1,283 —

Rosales 1,244 1,090

1 unchanged sentence

$ 73,638 $ 72,167

Agromin-Limoneira LLC

In April 2026, the Company and California Wood Recycling, Inc., a California corporation dba Agromin (“Agromin”), entered into the Operating Agreement of Agromin-Limoneira LLC (“Agro-Limo”), which sets forth, among other things, the governance of Agro-Limo and specifies the respective rights, obligations and restrictions of the Company and Agromin as members, each owning a 50 % membership interest, of Agro-Limo.

Agro-Limo is a special purpose entity formed to design, construct and operate an organics recycling facility on land owned by the Company in Ventura County.

Such facility is expected to be operational by the second half of fiscal year 2027 and the Company will lease the site to Agro-Limo and provide certain interim financing.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Equity in Investments (continued)

Agromin-Limoneira LLC (continued)

The Company entered into a Revolving Line of Credit Agreement (the “Loan Agreement”) with Agro-Limo providing up to $ 5,000,000 of financing at a variable interest rate based on the current SOFR plus 3.5 %, with the interest rate adjusted quarterly.

The Loan Agreement matures in October 2027.

No amounts are outstanding under the Loan Agreement as of April 30, 2026.

In connection with the formation of Agro-Limo, the Company made an initial asset contribution of $ 1,283,000 .

The Company accounts for its investment in Agro-Limo under the equity method of accounting because it does not control the entity but has the ability to exercise significant influence over its operations.

Unconsolidated Significant Subsidiary

2 unchanged sentences

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

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

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

During the year-to-date interim periods for the six months ended April 30, 2026 and 2025, this threshold was not met for any equity investments and thus summarized income statement information is not presented in this Quarterly Report on Form 10-Q.

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

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

Three Months Ended

Revenues $ 991 $ 80

Cost of land sold ( 901 ) ( 73 )

Operating (expenses) income ( 52 ) 547

Net income $ 38 $ 554

Net income attributable to Limoneira Company $ 38 $ —

January 31, 2026 October 31, 2025

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

Goodwill and Intangible Assets, Net

3 unchanged sentences

PDA goodwill write off ( 133 )

Balance at January 31, 2026 $ 1,373

Balance at April 30, 2026 $ 1,373

Goodwill is tested for impairment on an annual basis or when an event or changes in circumstances indicate that its carrying value may not be recoverable.

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

There have been no impairment charges recorded against goodwill as of April 30, 2026.

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

Intangible assets consist of the following (in thousands):

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Useful Life in Years

4 unchanged sentences

$ 6,536 $ ( 4,210 ) $ 2,326 $ 6,536 $ ( 3,915 ) $ 2,621

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

Amortization expense totaled $ 115,000 and $ 145,000 for the three months ended April 30, 2026 and 2025, respectively.

Amortization expense totaled $ 295,000 and $ 289,000 for the six months ended April 30, 2026 and 2025, respectively.

In January 2025, the Company sold acquired water rights in the Santa Paula Basin for $ 30,000 per acre-foot in two transactions.

The total selling price was $ 1,440,000 and the Company recorded a gain on sales of water rights of $ 1,200,000 .

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

2026 (remaining nine months) $ 398

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

Estimated future amortization expense of intangible assets as of April 30, 2026 is as follows (in thousands):

2026 (remaining six months) $ 283

Other assets consist of the following (in thousands):

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Investments in mutual water companies $ 8,114 $ 7,323

9 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Compensation $ 896 $ 1,517

4 unchanged sentences

$ 7,434 $ 9,290

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

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

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

AgWest Farm Credit revolving and non-revolving lines of credit:

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

The interest rate of the revolving line of credit is variable based on the one-month SOFR, which was 3.70 % at April 30, 2026, plus 3.00 %.

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

$ 91,904 $ 72,450

AgWest Farm Credit equipment loan:

The interest rate is variable based on the one-month SOFR, which was 3.70 % at April 30, 2026 plus 2.65 %.

The loan is payable in monthly installments through April 2031.

Banco de Chile COVID-19 loan:

10 unchanged sentences

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

As of January 31, 2026, the Company’s outstanding borrowings under the Revolving Credit Supplement were $ 89,918,000 and it had $ 24,082,000 available to borrow.

As of April 30, 2026, the Company’s outstanding borrowings under the Revolving Credit Supplement were $ 91,904,000 and it had $ 22,096,000 available to borrow.

In May 2026, the Company entered into a Promissory Note and Supplement to the MLA (the “Note”) to provide an additional revolving credit facility supplement with a borrowing capacity of $ 5,000,000 and a maturity date of January 1, 2027.

The interest rate in effect under the Note is a variable interest rate, which adjusts under the Lender’s interest rate program on the first day of each month.

The Company may prepay any amounts outstanding under the Note without penalty.

The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month.

4 unchanged sentences

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

All indebtedness under the MLA, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with the Lender, the Lender’s unallocated surplus, certain of the Company’s agricultural properties, certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties.

1 unchanged sentence

Should an event of default occur, the Lender, at its option, may declare all or any portion of the indebtedness under the MLA to be immediately due and payable without demand, notice of nonpayment, protest or prior recourse to collateral, and terminate or suspend the Company’s right to draw or request funds on any loan or line of credit.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

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

5 unchanged sentences

Additionally, in December 2025, the Lender added a new quarterly financial covenant for the period January 31, 2026 through July 31, 2027, which requires the Company to maintain a debt to capitalization ratio of no greater than 0.45 :1.00 or 45 %.

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

The Company was in compliance with this covenant as of April 30, 2026.

In March 2026, the Company entered into an equipment financing loan with the Lender in an initial amount of $ 2,258,000 which matures on April 1, 2031.

In May 2026, the Company entered into a second equipment financing loan with the Lender in an initial amount of $ 2,473,000 which matures on May 1, 2031.

Both equipment loans have monthly principal and interest payments and a variable interest rate based on the one-month SOFR plus 2.65 %.

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

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

The Company capitalized interest of $ 715,000 and $ 243,000 during the three months ended April 30, 2026 and 2025, respectively, and $ 1,465,000 and $ 575,000 for the six months ended April 30, 2026 and 2025, respectively.

Capitalized interest is included in property, plant and equipment, real estate development assets and equity in investments in the Company’s consolidated balance sheets.

The Company received annual cash patronage dividends from the Lender of $ 758,000 and $ 564,000 in the second quarter of fiscal years 2026 and 2025, respectively.

Lessor Arrangements

4 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Operating lease revenue $ 1,321 $ 1,512 $ 2,695 $ 2,840

4 unchanged sentences

These lease contracts are classified as either operating or finance leases.

The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles with remaining lease terms ranging from one to four years , with various term extensions available.

The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles with remaining lease terms ranging from one to seven years , with various term extensions available.

Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

6 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Operating lease costs $ 311 $ 522 $ 415 $ 1,042

6 unchanged sentences

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

Classification January 31, 2026 October 31, 2025

Classification April 30, 2026 October 31, 2025

Operating lease ROU assets Other assets $ 3,706 $ 640

7 unchanged sentences

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

Three Months Ended

Six Months Ended

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

11 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Basic net loss per common share:

Net loss applicable to common stock $ ( 21,420 ) $ ( 3,487 ) $ ( 30,972 ) $ ( 6,686 )

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

Effect of unvested, restricted stock and preferred dividends ( 125 ) ( 17 ) ( 139 ) ( 37 )

Net loss for basic EPS ( 21,545 ) ( 3,504 ) ( 31,111 ) ( 6,723 )

12 unchanged sentences

The Company’s unvested, restricted stock awards qualify as participating shares.

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

Diluted net loss per common share was calculated under the two-class method for the three and six months ended April 30, 2026 and 2025.

Related-Party Transactions

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

January 31, 2026 October 31, 2025

April 30, 2026 October 31, 2025

Balance Sheet Balance Sheet

9 unchanged sentences

Related-Party Transactions (continued)

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

Three Months Ended April 30, 2026 Three Months Ended April 30, 2025

Consolidated Statement of Operations Consolidated Statement of Operations

Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid

1 Employees $ — $ 228 $ — $ — $ 228 $ — $ —

2 Mutual water companies $ — $ — $ 109 $ — $ — $ 190 $ —

4 YMIDD $ 305 $ — $ 73 $ 379 $ — $ 77 $ —

5 FGF $ 82 $ — $ — $ 82 $ 50 $ — $ —

7 Principal Owner $ — $ — $ — $ — $ — $ — $ 246

8 Rosales $ ( 24 ) $ — $ — $ 1,725 $ — $ 845 $ —

9 Del Mar $ — $ — $ — $ 69 $ — $ — $ —

10 Law firm $ — $ — $ 94 $ — $ — $ 133 $ —

Six Months Ended April 30, 2026 Six Months Ended April 30, 2025

Consolidated Statement of Operations Consolidated Statement of Operations

Ref Related-Party Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid

17 unchanged sentences

The Company leases the Santa Clara ranch to FGF, and records rental revenue related to the leased land.

In the second quarter of fiscal year 2026, the Company recorded a reserve of $ 1,643,000 against the receivable which is recorded in selling, general and administrative expenses.

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

Refer to Note 5 - Real Estate Development.

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

(7) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner through the first quarter of fiscal year 2026.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

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

1 unchanged sentence

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

The Company has a receivable from the principal owner of Rosales who owns 53 % of Rosales and 10 % of PDA for a tax liability related to the PDA asset sale.

(9) Limco Del Mar, Ltd.

1 unchanged sentence

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

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

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

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

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

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

The effective tax rate for the six months ended April 30, 2026 differs from the federal statutory tax rate of 21% mainly due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries.

The Company has no material uncertain tax positions as of April 30, 2026.

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

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

There was no material accrued interest or penalties associated with uncertain tax positions as of April 30, 2026.

Commitments and Contingencies

14 unchanged sentences

Certain time-based restricted stock grants are made to key executives under the Stock Plan and generally vest over a three-year period as service is provided.

During November 2025, 56,476 shares of restricted stock with a per share price of $ 13.28 were granted to key executives.

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

In February 2026, the Company's Chief Financial Officer and Treasurer resigned from the Company.

As a result, 31,248 nonvested shares were forfeited, and the Company reversed $ 128,000 of previously recognized stock-based compensation expense.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Stock-based Compensation (continued)

Executive Awards (continued)

During November 2025, 56,476 shares of restricted stock with a per share price of $ 13.28 were granted to key executives, of which 18,825 were forfeited in February 2026.

The related compensation expense after forfeiture of $ 250,000 will be recognized over three years as the shares vest.

In November 2025, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 112,952 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period.

In February 2026, the maximum number of shares of common stock that may be awarded to remaining key executives was reduced to 75,302 shares.

Director Awards

Certain time-based restricted stock grants are made on an annual basis to non-employee directors under the Stock Plan and generally vest after a one-year period as service is provided.

During April 2026, 37,890 shares were granted as Director Awards with a per share price of $ 13.46 .

Exchange of Common Stock

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

During the six months ended April 30, 2026 and 2025, members of management exchanged 29,187 and 53,769 shares of common stock with fair values totaling $ 423,000 and $ 1,326,000 , respectively, at the dates of the exchanges, for the payment of payroll taxes associated with the vesting of restricted stock under the Stock Plan.

Segment Information

20 unchanged sentences

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

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

Segment information for the three months ended April 30, 2026 is as follows (in thousands):

Avocados Other

10 unchanged sentences

Other segment items — 2,990 — — 2,990 841 3,831

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

Impairment of assets — — — — — 9,324 9,324

Loss and expected loss on disposal of assets, net — — — — — 7,821 7,821

Other operating income — — — — — ( 1,114 ) ( 1,114 )

Selling, general and administrative — — — — — 5,353 5,353

4 unchanged sentences

Loss before income tax benefit $ ( 27,605 )

Segment information for the three months ended April 30, 2025 is as follows (in thousands):

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 13,456 $ 13,848 $ 2,780 $ 3,498 $ 33,582 $ 1,537 $ 35,119

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 4,544 — — 4,544 — 4,544

Packing supplies and fruit treatments — 2,830 — — 2,830 — 2,830

Harvest costs 1,110 — 237 10 1,357 — 1,357

Growing costs 1,523 — 1,386 457 3,366 — 3,366

Third party grower and supplier costs 10,450 — — 1,988 12,438 — 12,438

Other segment items — 4,752 — 551 5,303 835 6,138

Loss on disposal of assets, net — — — — — 18 18

Selling, general and administrative — — — — — 5,664 5,664

Total costs and expenses, excluding depreciation and amortization 13,083 12,126 1,623 3,006 29,838 6,517 36,355

Depreciation and amortization — — — — 1,866 243 2,109

Operating (loss) income $ 373 $ 1,722 $ 1,157 $ 492 $ 1,878 $ ( 5,223 ) $ ( 3,345 )

Total other income 281

Loss before income tax provision $ ( 3,064 )

LIMONEIRA COMPANY

1 unchanged sentence

Segment Information (continued)

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

Segment information for the six months ended April 30, 2026 is as follows (in thousands):

Fresh Lemons Lemon

Avocados Other

10 unchanged sentences

Other segment items — 6,142 — 24 6,166 1,744 7,910

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

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

Impairment of assets — — — — — 9,324 9,324

Loss and expected loss on disposal of assets, net — — — — — 7,894 7,894

Other operating income — — — — — ( 1,114 ) ( 1,114 )

Selling, general and administrative — — — — — 9,878 9,878

4 unchanged sentences

Loss before income tax benefit $ ( 39,614 )

Segment information for the six months ended April 30, 2025 is as follows (in thousands):

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 29,902 $ 25,663 $ 2,942 $ 7,927 $ 66,434 $ 2,990 $ 69,424

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 8,759 — — 8,759 — 8,759

Packing supplies and fruit treatments — 5,941 — — 5,941 — 5,941

Harvest costs 2,871 — 252 55 3,178 — 3,178

Growing costs 4,449 — 1,408 1,771 7,628 — 7,628

Third party grower and supplier costs 22,922 — — 3,868 26,790 — 26,790

Other segment items — 8,017 — 1,250 9,267 1,835 11,102

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

Loss on disposal of assets, net — — — — — 12 12

Selling, general and administrative — — — — — 12,068 12,068

Total costs and expenses, excluding depreciation and amortization:

30,242 22,717 1,660 6,944 61,563 12,427 73,990

Depreciation and amortization — — — — 3,640 485 4,125

Operating (loss) income $ ( 340 ) $ 2,946 $ 1,282 $ 983 $ 1,231 $ ( 9,922 ) $ ( 8,691 )

Total other income 149

Loss before income tax benefit $ ( 8,542 )

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

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

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

Oranges $ 10 $ 1,574 $ 20 $ 3,142

3 unchanged sentences

Other agribusiness revenues $ 406 $ 3,498 $ 1,486 $ 7,927

Treasury Stock

Share Repurchase Program

Series B and Series B-2 Preferred Stock and Treasury Stock

Series B and Series B-2 Preferred Stock

In 1997, the Company designated 30,000 shares of Class B Preferred Stock as $ 8.75 Voting Preferred Stock, $ 100.00 Par Value, Series B (the “Series B Stock”).

The holders of shares of Series B Stock are entitled to receive cumulative cash dividends at an annual rate of 8.75 % of par value.

Such dividends are payable quarterly on the first day of January, April, July and October in each year.

In 2014, the Company designated 10,000 shares of Class B Preferred Stock as 4 % Voting Preferred Stock, $ 100.00 Par Value, Series B-2 (“Series B-2 Preferred Stock”).

The holder of shares of the Series B-2 Preferred Stock is entitled to receive cumulative cash dividends at an annual rate of 4 % of the liquidation value of $ 1,000 per share.

Such dividends are payable quarterly on the first day of January, April, July and October in each year.

On March 23, 2026, the Board of Directors paused regular cash dividends on the Company’s outstanding common stock, as well as dividends on the Series B Stock and Series B-2 Preferred Stock.

As of April 30, 2026, (i) 14,790 shares of Series B Stock and 9,300 shares of Series B-2 Preferred Stock were issued and outstanding;

(ii) the dividend arrearages on Series B Stock were $ 2.19 per share, representing an aggregate allocation of $ 32,000 ;

and (iii) the dividend arrearages on Series B-2 Preferred Stock were $ 10.00 per share, representing an aggregate allocation of $ 93,000 .

Treasury Stock Share Repurchase Program

In March 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to purchase up to $ 30,000,000 of its shares of outstanding common stock.

The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase any shares.

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

No shares have been repurchased under this program as of April 30, 2026.

Insurance Proceeds

During fiscal year 2026, the Company received aggregate insurance proceeds of $ 5,444,000 related to combined business interruption and casualty loss claims arising from incidents at its packinghouses.

In the first quarter of fiscal year 2026, $ 3,155,000 was recorded as a reduction of agribusiness expenses.

In the second quarter of fiscal year 2026, $ 1,175,000 was recorded as a reduction of agribusiness expenses and $ 1,114,000 was recorded in other operating income.

Subsequent Events

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

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

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Subsequent Events (continued)

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

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

The Company evaluated events subsequent to April 30, 2026 through the date of this filing, to assess the need for potential recognition or disclosure in the unaudited consolidated financial statements.

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

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

What changed 10-Q

Item 1. Financial Statements