Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the second quarter of fiscal year 2026, we purchased shares of common stock as follows:
Period Total Number of Shares Purchased (1)
Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
February 1 ,2026 - February 28, 2026 — $ — — —
March 1, 2026 - March 31, 2026 — $ — — —
April 1, 2026 - April 30, 2026 — $ — — —
Total — — —
(1) Shares were acquired from employees in accordance with our stock-based compensation plan as a result of share withholdings to pay income tax related to the vesting and distribution of restricted stock awards.
(2) In March 2025, our Company's Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million of our outstanding shares of common stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of the common stock. No shares have been repurchased under this program as of April 30, 2026.
Item 3. Defaults Upon Senior Securities
On March 23, 2026, the Board paused regular cash dividends on the Company’s outstanding common stock, as well as dividends on the Company’s $8.75 Voting Preferred Stock, $100.00 Par Value, Series B (“Series B Stock”) and 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 (“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.
As of the date of this filing, (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.
Item 4. Mine Safety Disclosures
Not applicable.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.