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Item 2. Management’s Discussion and Analysis

2026-06-09 compared with 2026-03-12 · 354 added, 131 removed, 284 unchanged (63% of the section changed)

31 unchanged sentences

Agribusiness Summary

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.

In June 2025, Limoneira entered into a Commercial Packinghouse License Agreement (the “Sunkist Agreement”) with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025.

The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities.

5 unchanged sentences

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 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.

Our harvest costs generally increase in the second quarter and peak in the third quarter.

In connection with the Sunkist Agreement, lemon revenues are expected to peak in the third and fourth quarters.

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.

23 unchanged sentences

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 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.

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

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.

As of April 30, 2026, Ventura County was free from general drought conditions.

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

2 unchanged sentences

In response to this and prior years’ water shortages, we entered into fallowing agreements during fiscal years 2022 and 2023 and in February 2025, extended an existing fallowing agreement through calendar year 2026.

In April 2026, we made a decision to remove all of our remaining lemon orchards in Yuma, Arizona.

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

We continue to assess the impact these ongoing water reductions may have on our Arizona orchards.

6 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 $6.8 million, of which approximately $0.7 million 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 $6.8 million, of which approximately $0.7 million is 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”).

2 unchanged sentences

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.

On March 23, 2026, the Board of Directors (the “Board”) paused regular cash dividends on our outstanding common stock, as well as dividends on our Series B Stock and Series B-2 Preferred Stock, to support strategic capital investments, including transitioning a portion of our agricultural lands to higher-value avocado production and developing new housing.

The Board will monitor the incremental increases in cash flow to the Company attributable to these strategic capital investments and expects to resume dividends aligned with historical practice as soon as the Board deems it prudent to do so.

On April 14, 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 was formed for the purpose of facilitating a 50%/50% joint venture between the Company and Agromin 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.

On April 14, 2026, our subsidiary, Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell an 80% undivided tenant-in-common interest in our Windfall Farms property located in Paso Robles, California, consisting of approximately 724 acres of land, including approximately 400 acres of wine grapes and related improvements and infrastructure.

The aggregate purchase price is $16.0 million, consisting of $10.0 million in cash and a $6.0 million promissory note secured by a deed of trust.

As a result of the pending transactions contemplated by such Purchase and Sale Agreement, we recorded an impairment of $9.3 million on the property, plant and equipment and an expected loss on disposal of $0.9 million related to expected transaction costs in the second quarter of fiscal year 2026.

The assets are classified as held for sale as of April 30, 2026 and the transaction is expected to close in the fourth quarter of fiscal year 2026.

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

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

As a result, we recorded a loss on disposal of assets of $7.2 million in the second quarter of fiscal year 2026.

Results of Operations

1 unchanged sentence

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

Total costs and expenses 45,620 38,464 74,376 78,115

Operating loss:

Operating (loss) income:

Agribusiness (628) 1,878 (6,891) 1,231

Other operations 385 528 763 810

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)

3 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)

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, 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.

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 assets, loss and expected loss on disposal of assets, net, and foreign currency losses, are important measures to evaluate our results of operations between periods on a more comparable basis.

Beginning in fiscal year 2026, adjusted EBITDA excludes foreign currency losses, as management believes this is a better representation of cash generated by operations.

Foreign currency losses were immaterial in fiscal year 2025 and, therefore, were not separately adjusted.

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

3 unchanged sentences

Three Months Ended

April 30, Six Months Ended

2026 2025 2026 2025

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

1 unchanged sentence

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

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

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

Depreciation and amortization 2,014 2,109 4,172 4,125

1 unchanged sentence

Stock-based compensation 302 551 646 1,483

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

Foreign currency transaction losses 1,043 —

Impairment of assets 9,324 — 9,324 —

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

Foreign currency losses 5,078 — 6,121 —

Adjusted EBITDA $ (1,718) $ (167) $ (9,452) $ (2,461)

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,

Three Months Ended April 30, 2026 Compared to the Three Months Ended April 30, 2025

Total net revenues were $23.9 million for the three months ended April 30, 2026, compared to $35.1 million for the same period of fiscal year 2025.

The 32% decrease of $11.2 million was primarily due to decreased agribusiness revenues from lemons, avocados and oranges as detailed below ($ in thousands):

Three Months Ended April 30,

2026 2025 Change

6 unchanged sentences

Agribusiness revenues $ 22,530 $ 33,582 $ (11,052) (33)%

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.

The decrease for the second 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 decreased volume of fresh lemon carton sales and brokered lemons and other lemon sales, partially offset by higher prices of fresh lemon carton sales.

Fresh lemon carton sales were $17.1 million and $19.7 million on 1,028,000 and 1,357,000 cartons of lemons sold at average per carton prices of $16.63 and $14.52, for the second quarter of fiscal years 2026 and 2025, respectively.

The decrease in fresh lemon 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.

Fresh lemon carton sales and per carton prices for the second quarter of fiscal year 2026 are net of the Sunkist marketing fee.

Brokered lemons and other lemon sales were immaterial and $2.3 million for the second quarter of fiscal years 2026 and 2025, respectively, primarily due to the sale of our Chilean farms.

Lemon revenue included pack handling revenue of $4.4 million and $4.7 million and lemon by-product sales of $0.3 million and $0.6 million for the second quarter of fiscal years 2026 and 2025, respectively.

The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume related to harvest timing 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 285,000 and 1,232,000 pounds of avocados at average per pound prices of $0.96 and $2.26, for the second quarter of fiscal years 2026 and 2025, respectively.

The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily related to the transition of our citrus brokerage operations to Sunkist.

• Specialty citrus and wine grapes:

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.

The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased specialty citrus sales related to the transition of our citrus brokerage operations to Sunkist.

• Farm management:

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.

Farm management revenue for the second 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 second quarter of fiscal year 2026.

Other revenue, comprised primarily of fallowing and shipping, decreased for the second 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.

Other operations revenue was $1.4 million for the second quarter of fiscal year 2026, compared to $1.5 million for the same period of fiscal year 2025.

Costs and Expenses

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.

Total costs and expenses were $45.6 million for the three months ended April 30, 2026, compared to $38.5 million for the same period of fiscal year 2025.

The 19% increase of $7.1 million was primarily due to an impairment of Windfall Farms property assets and loss on disposal of the lemon orchards in Yuma, Arizona, partially offset by a decrease in agribusiness costs and expenses, an increase in other operating income, and a decrease in selling, general and administrative expenses.

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

Three Months Ended January 31,

Three Months Ended April 30,

2026 2025 Change

7 unchanged sentences

• 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, 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.

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, shipping, cold storage and facility operating costs.

We packed and sold 1,028,000 and 1,357,000 cartons of lemons at average per carton costs of $9.48 and $8.94, for the second quarter of fiscal years 2026 and 2025, respectively.

The increase in per carton packing costs was primarily due to decreased volume and increased costs related to shipping and cold storage of lemons.

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

The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, 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 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.

The decrease for the second 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 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.

The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of third-party grower fruit packed and sold, partially offset by higher prices of third-party grower fruit sold.

We incurred costs for third-party grower fruit of $9.4 million and $10.1 million, for the second quarter of fiscal years 2026 and 2025, respectively.

Of the 1,028,000 and 1,357,000 cartons of lemons packed and sold, 1,012,000 (98%) and 1,250,000 (92%) were procured from third-party growers at average per carton prices of $9.20 and $8.12, for the second quarter of fiscal years 2026 and 2025, respectively.

Additionally, we incurred costs for brokered fruit of $0.1 million and $2.3 million, for the second quarter of fiscal years 2026 and 2025, respectively.

• Other 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.

The decrease in the second 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 $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.

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

Other operations expenses for the second quarter of fiscal year 2026 were similar compared to the same period of fiscal year 2025 at $1.0 million.

Impairment of assets was $9.3 million for the second quarter of fiscal year 2026, related to impairment of the Windfall Farms property assets.

Loss and expected loss on disposal of assets, net was $7.8 million for the second quarter of fiscal year 2026, compared to an immaterial loss for the same period of fiscal year 2025.

The increase was primarily due to the decision to remove all of our remaining lemon orchards 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.

Other operating income was $1.1 million for the second quarter of fiscal year 2026, related to proceeds from the settlement of insurance claims.

Selling, general and administrative costs and expenses were $5.4 million for the second quarter of fiscal year 2026, compared to $5.7 million for the same period of fiscal year 2025.

The 5% decrease of $0.3 million was primarily due to:

• $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;

• $0.8 million net decrease in salaries, benefits, incentive compensation and other selling expenses, primarily related to transition of the Company’s sales and marketing function to Sunkist;

• $1.1 million net decrease in other general and administrative expense;

• $1.6 million increase in allowance for foreign related-party receivables.

Other (Expense) Income

Total other expense was $5.9 million for the second quarter of fiscal year 2026, compared to total other income of $0.3 million for the same period of fiscal year 2025.

The increase in other expense of $6.2 million was primarily due to:

• $5.1 million increase in other expense, primarily due to foreign exchange losses;

• $0.9 million decrease in equity in earnings of investments, net, primarily due to Limoneira Lewis Community Builders, LLC (“LLCB”) losses;

• $0.3 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.

We recorded an estimated income tax benefit of $5.3 million and provision of $0.3 million on pre-tax loss of $27.6 million and $3.1 million, for the second quarter of fiscal years 2026 and 2025, respectively.

The tax benefit recorded for the second quarter of fiscal year 2026 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 2026, excluding discrete items, is approximately 7.3%.

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.

As of April 30, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 19.0%.

Net Loss Attributable to Noncontrolling Interests, Net

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

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

Six Months Ended April 30, 2026 Compared to the Six Months Ended April 30, 2025

Total net revenues were $42.1 million for the six months ended April 30, 2026, compared to $69.4 million for the same period of fiscal year 2025.

The 39% decrease of $27.3 million was primarily due to decreased agribusiness revenues from lemons, avocados, oranges, farm management and other as detailed below ($ in thousands):

Six Months Ended April 30,

2026 2025 Change

Lemons $ 37,527 $ 55,565 $ (18,038) (32)%

Avocados 273 2,942 (2,669) (91)%

Oranges 20 3,142 (3,122) (99)%

Specialty citrus and wine grapes 694 1,174 (480) (41)%

Farm management — 1,520 (1,520) (100)%

Other 772 2,091 (1,319) (63)%

Agribusiness revenues $ 39,286 $ 66,434 $ (27,148) (41)%

The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our partnership with Sunkist, which resulted in decreased volume of fresh lemon carton sales and brokered lemons and other lemon sales, partially offset by higher prices of fresh lemon carton sales.

Fresh lemon carton sales were $29.0 million and $40.9 million on 1,709,000 and 2,504,000 cartons of lemons sold at average per carton prices of $16.94 and $16.31, for the first six months of fiscal years 2026 and 2025, respectively.

The decrease in fresh lemon 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.

Fresh lemon carton sales and per carton prices for the first six months of fiscal year 2026 are net of the Sunkist marketing fee.

Brokered lemons and other lemon sales were $1.0 million and $4.6 million for the first six months of fiscal years 2026 and 2025, respectively, primarily due to the sale of our Chilean farms and the transition of our brokerage operations to Sunkist.

Lemon revenue included pack handling revenue of $7.2 million and $9.2 million and lemon by-product sales of $0.3 million and $0.9 million for the first six months of fiscal years 2026 and 2025, respectively.

The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume related to harvest timing 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 285,000 and 1,305,000 pounds of avocados at average per pound prices of $0.96 and $2.25, for the first six months of fiscal years 2026 and 2025, respectively.

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

• Specialty citrus and wine grapes:

The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased specialty citrus sales related to the transition of our citrus brokerage operations to Sunkist, partially offset by increased wine grape sales.

• Farm management:

Farm management revenue for the first six months 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 six months of fiscal year 2026.

Other revenue, comprised primarily of fallowing and shipping, decreased for the first six months 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 was $2.8 million for the first six months of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025.

The 5% decrease of $0.2 million was primarily due to decreased leased land revenue.

Costs and Expenses

Total costs and expenses were $74.4 million for the first six months of fiscal year 2026, compared to $78.1 million for the same period of fiscal year 2025.

The 5% decrease of $3.7 million was primarily due to a decrease in agribusiness costs and expenses and a decrease in selling, general and administrative expenses plus other operating income, partially offset by impairment of the Windfall Farms property assets and loss on disposal of the lemon orchards in Yuma, Arizona in the first six months of fiscal year 2026, and by gains on sales of water rights in the first quarter of fiscal year 2025.

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

Six Months Ended April 30,

2026 2025 Change

Packing costs $ 18,747 $ 22,717 $ (3,970) (17)%

Harvest costs 2,177 3,178 (1,001) (31)%

Growing costs 4,556 7,628 (3,072) (40)%

Third-party grower and supplier costs 16,974 26,790 (9,816) (37)%

Other costs 24 1,250 (1,226) (98)%

Depreciation and amortization 3,699 3,640 59 2%

Agribusiness costs and expenses $ 46,177 $ 65,203 $ (19,026) (29)%

• Packing costs:

We packed and sold 1,709,000 and 2,504,000 cartons of lemons at average per carton costs of $10.97 and $9.07, for the first six months of fiscal years 2026 and 2025, respectively.

The increase in per carton packing costs was primarily due to decreased volume and increased costs related to shipping and cold storage of lemons.

• Harvest costs:

The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, 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 first six months 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:

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 first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of third-party grower fruit packed and sold, partially offset by higher prices of third-party grower fruit sold.

We incurred costs for third-party grower fruit of $16.4 million and $21.8 million, for the first six months of fiscal years 2026 and 2025, respectively.

Of the 1,709,000 and 2,504,000 cartons of lemons packed and sold, 1,546,000 (90%) and 2,203,000 (88%) were procured from third-party growers at average per carton prices of $10.60 and $9.91, for the first six months of fiscal years 2026 and 2025, respectively.

Additionally, we incurred costs for brokered fruit of $0.6 million and $5.0 million, for the first six months of fiscal years 2026 and 2025, respectively.

• Other costs:

The decrease for the first six months 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 $3.7 million for the first six months of fiscal year 2026, compared to $3.6 million in the same period of fiscal year 2025.

Other operations expenses were $2.1 million for the first six months of fiscal year 2026, compared to $2.2 million for the same period of fiscal year 2025.

Impairment of assets was $9.3 million for the first six months of fiscal year 2026, due to impairment of the Windfall Farms property assets.

There were no sales of water rights for the first six months of fiscal year 2026.

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

Loss and expected loss on disposal of assets, net was $7.9 million for the first six months of fiscal year 2026, compared to an immaterial loss for the same period of fiscal year 2025.

The increase was primarily due to our decision to remove all of our remaining lemon orchards 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.

Other operating income was $1.1 million for the first six months of fiscal year 2026, related to proceeds from the settlement of insurance claims.

Selling, general and administrative costs and expenses were $10.0 million for the first six months of fiscal year 2026, compared to $12.2 million for the same period of fiscal year 2025.

The 18% decrease of $2.2 million was primarily due to:

• $2.9 million net decrease in salaries, benefits, incentive compensation and other selling expenses, primarily related to transition of the Company’s sales and marketing function to Sunkist;

• $0.9 million net decrease in other general and administrative expenses;

• $1.6 million increase in allowance for foreign related-party receivables.

Other (Expense) Income

Total other expense was $7.4 million for the first six months of fiscal year 2026, compared to total other income of $0.1 million for the same period of fiscal year 2025.

The increase in other expense of $7.5 million was primarily due to:

• $6.0 million increase of other expense, primarily due to foreign exchange losses;

• $0.8 million increase of interest expense, net of patronage dividends;

• $0.8 million decrease of equity in earnings of investments, net, primarily due to LLCB’s losses.

We recorded an estimated income tax benefit of $8.0 million and $2.1 million on pre-tax loss of $39.6 million and $8.5 million, for the first six months of fiscal years 2026 and 2025, respectively.

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

As of April 30, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 19.0%.

Net Loss Attributable to Noncontrolling Interests, Net

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

Segment Results of Operations

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

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):

Three Months Ended April 30, 2026 Compared to the Three Months Ended April 30, 2025

The following table shows the segment results of operations for the three months ended April 30, 2026 (in thousands):

Avocados Other

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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

2 unchanged sentences

Operating (loss) income $ (897) $ 1,592 $ 63 $ 391 $ (628) $ (21,066) $ (21,694)

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

The following table shows the segment results of operations for the three months ended April 30, 2025 (in thousands):

Avocados Other

10 unchanged sentences

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

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

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

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

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

4 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 $8.7 million for the first quarter of fiscal year 2026, compared to $16.4 million for the same period of fiscal year 2025.

Our fresh lemons segment total net revenues were $10.5 million for the second quarter of fiscal year 2026, compared to $13.5 million for the same period of fiscal year 2025.

The 22% decrease of $3.0 million was primarily due to:

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

• Brokered lemons and other lemon sales decrease of $2.3 million;

• Lemon by-products sales decrease of $0.4 million.

• Lemon by-products sales net of pack charge decrease of $0.5 million;

• Fresh carton sales net of pack charge decrease of $0.2 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 $11.0 million for the first quarter of fiscal year 2026, compared to $17.2 million for the same period of fiscal year 2025.

Our fresh lemons segment costs and expenses were $11.4 million for the second quarter of fiscal year 2026, compared to $13.1 million for the same period of fiscal year 2025.

The 13% decrease of $1.7 million was primarily due to:

• Third-party grower and supplier costs decrease of $1.0 million;

• Harvest costs decrease of $0.8 million;

• Growing costs decrease of $0.6 million;

• Harvest costs decrease of $0.1 million.

Lemon Packing

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.

Lemon packing segment revenue is comprised primarily of pack charge revenue and pack handling revenue.

Our lemon packing segment total net revenues were $11.3 million for the second quarter of fiscal year 2026, compared to $13.8 million for the same period of fiscal year 2025.

The 18% decrease of $2.5 million was primarily due to a decrease in cartons of lemons packed and sold.

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, and facility operating costs.

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.

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

Our lemon packing costs and expenses were $9.7 million for the second quarter of fiscal year 2026, compared to $12.1 million for the same period of fiscal year 2025.

The 20% decrease of $2.4 million was primarily due to:

• Other segment items decrease of $1.8 million, primarily due to insurance proceeds received in the second quarter for costs incurred during the first quarter;

• Packing supplies and fruit treatments decrease of $0.4 million;

• Labor and benefits decrease of $0.2 million.

Lemon packing segment operating income per carton sold was $1.55 for the second quarter of fiscal year 2026, compared to $1.27 for the same period of fiscal year 2025.

Our avocados segment had revenues of $0.3 million for the second quarter of fiscal year 2026, compared to $2.8 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 $0.2 million for the second quarter of fiscal year 2026, compared to $1.6 million for the same period of fiscal year 2025.

The 87% decrease of $1.4 million was primarily due to:

• Growing costs decrease of $1.2 million;

• Harvest costs decrease of $0.2 million.

Other Agribusiness

Our other agribusiness segment total net revenues were $0.4 million for the second quarter of fiscal year 2026, compared to $3.5 million for the same period of fiscal year 2025.

The 88% decrease of $3.1 million was primarily due to:

• Orange revenue decrease of $1.6 million;

• Specialty citrus revenue decrease of $0.7 million;

• Other revenue decrease of $0.5 million;

• Farm management revenue decrease of $0.3 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 immaterial for the second quarter of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025.

The decrease of $3.0 million was primarily due to:

• Brokered fruit costs decrease of $2.0 million;

• Shipping costs decrease of $0.5 million;

• Growing costs decrease of $0.4 million;

• Harvest costs decrease of $0.1 million.

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

Corporate and Other

Our corporate and other operations revenues were $1.4 million for the second quarter of fiscal year 2026, compared to $1.5 million for the same period of fiscal year 2025.

Costs and expenses in our corporate and other operations primarily include 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 $22.2 million for the second quarter of fiscal year 2026, compared to $6.5 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 second quarter of fiscal years 2026 and 2025.

Six Months Ended April 30, 2026 Compared to the Six Months Ended April 30, 2025

The following table shows the segment results of operations for the six months ended April 30, 2026 (in thousands):

Fresh Lemons Lemon

Avocados Other

Agribusiness Total

Agribusiness Corporate

and Other Total

Revenues from external customers $ 19,230 $ 18,297 $ 273 $ 1,486 $ 39,286 $ 2,845 $ 42,131

Costs and expenses, excluding depreciation and amortization:

Labor and benefits — 8,106 — — 8,106 — 8,106

Packing supplies and fruit treatments — 4,499 — — 4,499 — 4,499

Harvest costs 2,009 — 53 115 2,177 — 2,177

Growing costs 3,496 — 186 874 4,556 — 4,556

Third party grower and supplier costs 16,942 — — 32 16,974 — 16,974

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

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

Total costs and expenses, excluding depreciation and amortization 22,447 18,747 239 1,045 42,478 27,726 70,204

Depreciation and amortization — — — — 3,699 473 4,172

Operating (loss) income $ (3,217) $ (450) $ 34 $ 441 $ (6,891) $ (25,354) $ (32,245)

The following table shows the segment results of operations for the six months ended April 30, 2025 (in thousands):

Fresh Lemons Lemon

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)

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 $19.2 million for the first six months of fiscal year 2026, compared to $29.9 million for the same period of fiscal year 2025.

The 36% decrease of $10.7 million was primarily due to:

• Fresh carton sales net of pack charge decrease of $6.3 million;

• Brokered lemons and other lemon sales decrease of $3.6 million;

• Lemon by-products sales net of pack charge decrease of $0.8 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 $22.4 million for the first six months of fiscal year 2026, compared to $30.2 million for the same period of fiscal year 2025.

The 26% decrease of $7.8 million was primarily due to:

• Third-party grower and supplier costs decrease of $6.0 million;

• Growing costs decrease of $0.9 million;

• Harvest costs decrease of $0.9 million.

Lemon Packing

Lemon packing segment revenue is comprised primarily of pack charge revenue and pack handling revenue.

Our lemon packing segment total net revenues were $18.3 million for the first six months of fiscal year 2026, compared to $25.7 million for the same period of fiscal year 2025.

The 29% decrease of $7.4 million was primarily due to a decrease in cartons of lemons packed and sold.

Our lemon packing costs and expenses were $18.7 million for the first six months of fiscal year 2026, compared to $22.7 million for the same period of fiscal year 2025.

The 17% decrease of $4.0 million was primarily due to:

• Other segment items decrease of $1.9 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.

• Packing supplies and fruit treatments decrease of $1.4 million;

• Labor and benefits decrease of $0.7 million.

Lemon packing segment operating loss per carton sold was $0.26 for the first six months of fiscal year 2026, compared to $1.18 operating income per carton sold for the same period of fiscal year 2025.

Our avocados segment revenue was $0.3 million for the first six months of fiscal year 2026, compared to $2.9 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.

Our avocados segment costs and expenses were $0.2 million for the first six months of fiscal year 2026, compared to $1.7 million for the same period of fiscal year 2025.

The 87% decrease of $1.5 million was primarily due to:

• Growing costs decrease of $1.3 million;

• Harvest costs decrease of $0.2 million.

Other Agribusiness

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.

Our other agribusiness segment total net revenues were $1.5 million for the first six months of fiscal year 2026, compared to $7.9 million for the same period of fiscal year 2025.

The 81% decrease of $6.4 million was primarily due to:

2 unchanged sentences

• Other revenue decrease of $1.3 million;

• Specialty citrus revenue increase of $0.2 million.

• Specialty citrus and wine grape revenues decrease of $0.5 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 $1.0 million for the first quarter of fiscal year 2026, compared to $3.9 million for the same period of fiscal year 2025.

Our other agribusiness costs and expenses were $1.0 million for the first six months of fiscal year 2026, compared to $6.9 million for the same period of fiscal year 2025.

The 85% decrease of $5.9 million was primarily due to:

3 unchanged sentences

• 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.

Total agribusiness depreciation and amortization expenses were $3.7 million for the first six months of fiscal year 2026, compared to $3.6 million for the same period of fiscal year 2025.

Corporate and Other

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.

Our corporate and other operations revenues were $2.8 million for the first six months of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025.

Costs and expenses in our corporate and other operations were $27.7 million for the first six months of fiscal year 2026, compared to $12.4 million for the same period of fiscal year 2025.

Depreciation and amortization expenses in our corporate and other operations were $0.5 million for the first six months of fiscal years 2026 and 2025.

Seasonal Operations

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 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.

Our harvest costs generally increase for the second quarter and peak for the third quarter.

In connection with the Sunkist Agreement, lemon revenues are expected to peak in the third and fourth quarters.

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 January 31, 2026 and 2025

Results of Operations for the Trailing Twelve Months Ended April 30, 2026 and 2025

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

Trailing Twelve Months Ended January 31,

Trailing Twelve Months Ended April 30,

Net revenues:

5 unchanged sentences

Other operations 4,379 4,843

Impairment of intangible asset — 643

Impairment of assets 9,324 643

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

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

Loss and expected loss (gain) on disposal of assets, net 8,588 (378)

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

Other operating income (1,114) —

Selling, general and administrative 22,280 24,959

4 unchanged sentences

Interest expense, net of patronage dividends (2,404) (891)

Equity in earnings of investments, net 872 18,417

Equity in (losses) earnings of investments, net (6) 2,316

Other (expense) income, net (5,866) 9

Total other (expense) income (8,118) 1,544

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

Loss before income tax benefit (provision) (52,077) (905)

Income tax benefit (provision) 10,520 (1,235)

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

Net loss (41,557) (2,140)

Net loss attributable to noncontrolling interest, net 1,163 439

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

Net loss attributable to Limoneira Company $ (40,394) $ (1,701)

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

• Total net revenues decreased $44.2 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.

• Total costs and expenses decreased $2.7 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses and the gain on remeasurement of previously held equity method investment, partially offset by increased impairment of assets and loss on disposal of assets.

• Total other expense increased $9.7 million, primarily due to increased other expenses related to foreign exchange losses, decreased equity in earnings of investments related to LLCB and increased interest expense, net of patronage dividends.

• Income tax benefit increased $11.8 million due to increased pre-tax loss of $51.2 million and the effects of estimated interim tax provisions.

Liquidity and Capital Resources

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

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

4 unchanged sentences

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.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of April 30, 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.

We believe our revenue generating operations, sales of assets, 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 and financing cash flows to the extent necessary based on our liquidity demands.

Cash Flows from Operating Activities

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.

Net cash used in operating activities was $16.2 million and $4.0 million for the six months ended April 30, 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.

• Net loss was $31.6 million and $6.4 million for the six months ended April 30, 2026 and 2025, respectively.

The components of net loss for the six months ended April 30, 2026, compared to net loss for the same period of fiscal year 2025, consists of an increase in operating loss of $23.6 million, an increase in total other expense of $7.5 million, and an increase in income tax benefit of $5.9 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.

◦ Adjustments were $20.1 million and $12.5 million for the six months ended April 30, 2026 and 2025, respectively, primarily related to depreciation and amortization, impairment of assets, loss and expected loss on disposal of assets, net, accumulated other comprehensive loss reclassified to earnings, cash distributions from equity investments and deferred income taxes.

◦ Changes in operating assets and liabilities used $4.6 million and $10.0 million of operating cash for the six months ended April 30, 2026 and 2025, respectively, primarily related to accounts receivables and receivables/other from related parties, 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 $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.

Net cash used in investing activities was $3.4 million and $6.5 million for the six months ended April 30, 2026 and 2025, respectively.

▪ The $3.4 million of cash used in investing activities for the six months ended April 30, 2026 was comprised primarily of capital expenditures of $8.0 million, mainly related to orchard development, and equity investment contributions and capitalized interest of $1.7 million, partially offset by net proceeds from sales of assets of $6.3 million.

▪ The $6.5 million of cash used in investing activities for the six months ended April 30, 2025 was comprised primarily of capital expenditures of $6.5 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.0 million, partially offset by proceeds from sales of water rights of $1.7 million.

Cash Flows from Financing Activities

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.

Net cash provided by financing activities was $19.1 million and $9.6 million for the six months ended April 30, 2026 and 2025, respectively.

• The $19.1 million of cash provided by financing activities for the six months ended April 30, 2026 was comprised primarily of net borrowings of long-term debt of $21.6 million, partially offset by common and preferred dividends of $1.5 million.

• The $9.6 million of cash provided by financing activities for the six months ended April 30, 2025 was comprised primarily of net borrowings of long-term debt of $14.4 million, partially offset by common and preferred dividends of $3.0 million and the exchange of common stock of $1.3 million.

Transactions Affecting Liquidity and Capital Resources

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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.

As of April 30, 2026, our outstanding borrowings under the Revolving Credit Supplement were $91.9 million and we had $22.1 million available to borrow.

In May 2026, we 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 $5.0 million and a maturity date of January 1, 2027.

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.

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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 $0.1 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.

We were in compliance with this covenant as of April 30, 2026.

In March 2026, we entered into an equipment financing loan with the Lender in an initial amount of $2.3 million which matures on April 1, 2031.

In May 2026, we entered into a second equipment financing loan with the Lender in an initial amount of $2.5 million which matures on May 1, 2031.

In fiscal years 2026 and 2025, the Lender declared an annual cash patronage dividend and we received $0.8 million and $0.6 million for the six months ended April 30, 2026 and 2025, respectively.

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 the 50%/50% joint venture, LLCB, with Lewis.

As of April 30, 2026, LLCB had $19.3 million of unaudited cash and cash equivalents on hand.

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

Such preferred dividends paid were $0.1 million and $0.3 million for the six months ended April 30, 2026 and 2025, respectively.

As of April 30, 2026, the total dividend arrearages on Series B Stock were $2.19 per share, representing an aggregate allocation of $32,000 and the total dividend arrearages on Series B-2 Preferred Stock were $10.00 per share, representing an aggregate allocation of $93,000.

Cash dividends on common stock declared for the six months ended April 30, 2026 and 2025 were $0.075 and $0.15 per common share, respectively, and such dividends paid were $1.4 million and $2.7 million, respectively.

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 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.

As of April 30, 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