What changed in this filing

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Item 1. Financial Statements

2026-09-09 compared with 2026-06-09 · 170 added, 134 removed, 719 unchanged (30% of the section changed)

3 unchanged sentences

(in thousands, except share and per share data)

April 30, 2026 October 31, 2025

July 31, 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 April 30, 2026 and October 31, 2025) ( 8.75 % coupon rate)

13,311 and 14,790 shares issued and outstanding at July 31, 2026 and October 31, 2025, respectively) ( 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 April 30, 2026 and October 31, 2025) ( 4 % dividend rate on liquidation value of $ 1,000 per share)

9,300 shares issued and outstanding at July 31, 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 April 30, 2026 and October 31, 2025)

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

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

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)

18,382,984 and 18,287,868 shares issued and 18,132,007 and 18,036,891 shares outstanding at July 31, 2026 and October 31, 2025, respectively)

Additional paid-in capital 172,123 171,365

1 unchanged sentence

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

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

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

( 3,493 ) ( 3,493 )

7 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

16 unchanged sentences

Interest expense, net of patronage dividends ( 1,114 ) ( 410 ) ( 2,453 ) ( 898 )

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

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

Equity in earnings (losses) of investments, net 62 274 ( 149 ) 867

Other income (expense), net 8 10 ( 5,935 ) 26

Total other (expense) income ( 1,016 ) ( 104 ) ( 8,385 ) 45

2 unchanged sentences

Net loss ( 2,951 ) ( 916 ) ( 34,588 ) ( 7,352 )

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

Net (income) loss attributable to noncontrolling interests, net ( 42 ) 61 748 62

Net loss attributable to Limoneira Company ( 2,993 ) ( 855 ) ( 33,840 ) ( 7,290 )

10 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

Net loss $ ( 2,951 ) $ ( 916 ) $ ( 34,588 ) $ ( 7,352 )

Other comprehensive income (loss), net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments before reclassification — ( 414 ) 217 ( 179 )

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

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

Total other comprehensive (loss) income — ( 414 ) 5,961 ( 179 )

Comprehensive loss ( 2,951 ) ( 1,330 ) ( 28,627 ) ( 7,531 )

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

Comprehensive (income) loss attributable to noncontrolling interests, net ( 42 ) 61 748 62

Comprehensive loss attributable to Limoneira Company $ ( 2,993 ) $ ( 1,269 ) $ ( 27,879 ) $ ( 7,469 )

28 unchanged sentences

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

Stock compensation — — 388 — — — — 388 — —

Conversion of Series B to Common 18,488 — 148 — — — — 148 ( 148 ) —

Net (loss) income — — — ( 2,993 ) — — 42 ( 2,951 ) — —

Balance at July 31, 2026 18,132,007 $ 181 $ 172,123 $ ( 36,393 ) $ ( 309 ) $ ( 3,493 ) $ 18,399 $ 150,508 $ 1,331 $ 9,331

LIMONEIRA COMPANY

Stockholders’ Equity Temporary Equity

28 unchanged sentences

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

Dividends Common ($ 0.075 per share)

— — — ( 1,354 ) — — — ( 1,354 ) — —

Dividends Series B ($ 2.19 per share)

— — — ( 32 ) — — — ( 32 ) — —

Dividends Series B-2 ($ 10 per share)

— — — ( 93 ) — — — ( 93 ) — —

Stock compensation — — 762 — — — — 762 — —

Exchange of common stock ( 20,735 ) ( 1 ) ( 312 ) — — — — ( 313 ) — —

Net loss — — — ( 855 ) — — ( 61 ) ( 916 ) — —

Other comprehensive loss — — — — ( 414 ) — — ( 414 ) — —

Balance at July 31, 2025 18,048,294 $ 180 $ 170,849 $ 9,100 $ ( 6,793 ) $ ( 3,493 ) $ 10,448 $ 180,291 $ 1,479 $ 9,331

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

2 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Operating activities

30 unchanged sentences

Equity investment contributions and capitalized interest ( 2,834 ) ( 2,283 )

Cash distributions from equity investment — 297

Investments in mutual water companies and water rights ( 801 ) ( 507 )

10 unchanged sentences

Effect of exchange rate changes on cash ( 109 ) 32

Net decrease in cash ( 618 ) ( 913 )

Net increase (decrease) in cash 701 ( 885 )

Cash at beginning of period 1,509 2,996

3 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

Supplemental disclosures of cash flow information

3 unchanged sentences

Capital expenditures accrued but not paid at period-end $ 518 $ 782

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

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

30 unchanged sentences

Improvements to Income Tax Disclosures

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid by jurisdiction.

The ASU is effective for the Company’s annual reporting for fiscal year 2026.

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

The Company is currently evaluating the impact of this guidance on its income tax disclosures and plans to adopt the amendments on a prospective basis.

The standard will not have an impact on the Company’s financial position, results of operations or cash flows.

SEC Release No.

38 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 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.

Lemon revenues sold through Sunkist represented 81 % of total revenues for the nine months ended July 31, 2026 and 94 % of accounts receivable, net as of July 31, 2026.

Fruit Growers Supply Company, an affiliate of Sunkist, represented 14 % of accounts payable as of July 31, 2026.

No additional individual vendor represented 10% of accounts payable as of July 31, 2026.

Lemons procured from third-party growers were 83 % and 82 % of the Company’s domestic lemon supply for the nine months ended July 31, 2026 and 2025, respectively.

Two third-party growers represented 24 % and 12 % of growers and suppliers payable as of July 31, 2026.

The Company maintains its cash in federally insured financial institutions.

14 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 April 30, 2026.

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

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

11 unchanged sentences

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

Current notes receivable as of July 31, 2026 400

Noncurrent notes receivable as of July 31, 2026 7,400

Total fair value of expected cash proceeds $ 13,858

11 unchanged sentences

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.

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 $ 6,115,000 and immaterial amounts for the nine months ended July 31, 2026 and 2025, respectively, and immaterial amounts for the third quarters ended July 31, 2026 and 2025.

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.

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 was to be paid in cash and $ 6,000,000 was 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.

As a result of the 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.

On June 15, 2026, the Company received written notice of termination from the potential buyer, and the proposed transaction was terminated.

On August 15, 2026, Windfall Investors, LLC entered into a Purchase and Sale Agreement with a different potential buyer to sell the Windfall Farms property for a purchase price of $ 15,000,000 following a public auction.

The transaction is expected to close on September 14, 2026, subject to customary closing conditions.

The Company has classified the related property, plant and equipment as assets held for sale as of July 31, 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.

As a result of the pending transaction contemplated by the second Purchase and Sale Agreement, as of July 31, 2026, the assets are measured at $ 14,164,000 , which represents the estimated fair value, less costs to sell, based on the closed auction sales price.

The Company recognized an additional impairment charge of $ 4,129,000 in the third quarter of fiscal year 2026, for an aggregate impairment of $ 13,453,000 for the nine months ended July 31, 2026.

The expected loss on disposal related to transaction costs was reduced by $ 44,000 in the third quarter of fiscal year 2026 for a net expected loss on disposal of $ 836,000 as of July 31, 2026.

Associated Citrus Packers Orchards

4 unchanged sentences

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

April 30, 2026 October 31, 2025

July 31, 2026 October 31, 2025

Prepaid supplies and insurance $ 2,265 $ 1,398

5 unchanged sentences

$ 4,177 $ 4,444

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Real Estate Development

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

April 30, 2026 October 31, 2025

July 31, 2026 October 31, 2025

East Area II $ 11,125 $ 10,624

1 unchanged sentence

$ 11,896 $ 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 April 30, 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 July 31, 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 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 .

The Company made contributions of $ 350,000 and $ 1,900,000 to LLCB II during the nine months ended July 31, 2026 and 2025, respectively.

In July 2026, LLCB entered into a $ 35,000,000 unsecured Line of Credit Loan Agreement and Promissory Note (the “Loan”) with Bank of America, N.A.

to fund ongoing development activities.

The Loan has an initial maturity date of July 30, 2028, with a one-year extension option.

As of July 31, 2026, the Loan had no outstanding balance.

In July 2026, the Company and Western Land Properties, LLC (“Western”), an affiliate of Lewis, guaranteed the obligations under the Loan.

The guarantors are jointly and severally liable for all Loan obligations in the event of default by LLCB.

Additionally, a Reimbursement Agreement was executed between Western and the Company, which provides for unpaid liabilities of LLCB to be shared pro-rata by Western and the Company in proportion to Lewis and the Company’s percentage interest in LLCB.

As of July 31, 2026, no amount has been recorded for the loan guarantee as there is no outstanding balance on the Loan.

Through July 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.

As of July 31, 2026, LLCB had cash and cash equivalents of $ 12,502,000 .

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):

April 30, 2026 October 31, 2025

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

July 31, 2026 October 31, 2025

Limoneira Lewis Community Builders, LLC $ 58,212 $ 58,416

8 unchanged sentences

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 .

As of July 31, 2026, the Loan Agreement had an outstanding balance of $ 2,771,000 and was recorded within other assets.

In connection with the formation of Agro-Limo, the Company made an initial asset contribution of $ 1,283,000 in the second quarter of fiscal year 2026 and cash contributions of $ 690,000 in the third quarter of fiscal year 2026.

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.

3 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 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.

During the year-to-date interim periods for the nine months ended July 31, 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.

4 unchanged sentences

PDA goodwill write off ( 133 )

Balance at April 30, 2026 $ 1,373

Balance at July 31, 2026 $ 1,373

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Goodwill and Intangible Assets, Net (continued)

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 April 30, 2026.

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

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

Intangible assets consist of the following (in thousands):

April 30, 2026 October 31, 2025

July 31, 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 $ ( 4,351 ) $ 2,185 $ 6,536 $ ( 3,915 ) $ 2,621

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.

Amortization expense totaled $ 141,000 and $ 144,000 for the three months ended July 31, 2026 and 2025, respectively.

Amortization expense totaled $ 436,000 and $ 433,000 for the nine months ended July 31, 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 .

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

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

2026 (remaining three months) $ 141

Other assets consist of the following (in thousands):

April 30, 2026 October 31, 2025

July 31, 2026 October 31, 2025

Investments in mutual water companies $ 8,124 $ 7,323

2 unchanged sentences

Finance lease assets 4,267 1,617

Related party receivables 3,443 514

Other 580 953

3 unchanged sentences

In January 2025, the Company sold water pumping rights in the Santa Paula Basin for $ 300,000 and the Company recorded a gain on sale of water rights of $ 288,000 .

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Other Assets (continued)

Notes Receivable

2 unchanged sentences

Accrued liabilities consist of the following (in thousands):

April 30, 2026 October 31, 2025

July 31, 2026 October 31, 2025

Compensation $ 733 $ 1,517

4 unchanged sentences

$ 7,457 $ 9,290

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt

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

April 30, 2026 October 31, 2025

July 31, 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 April 30, 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 July 31, 2026, plus 3.00 %.

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

$ 96,970 $ 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.

AgWest Farm Credit equipment loans:

The interest rates are variable based on the one-month SOFR, which was 3.70 % at July 31, 2026 plus 2.65 %.

The loans are payable in monthly installments through April and May 2031.

Banco de Chile COVID-19 loan:

The interest rate is fixed at 4.26 %.

The loan is payable in monthly installments through September 2026.

The interest rate was fixed at 4.26 %.

The loan was repaid in July 2026.

Total long-term debt 101,514 72,481

7 unchanged sentences

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

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.

As of July 31, 2026, the Company’s outstanding borrowings under the Revolving Credit Supplement were $ 96,970,000 and it had $ 17,030,000 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.

1 unchanged sentence

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Long-Term Debt (continued)

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

7 unchanged sentences

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 April 30, 2026.

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

2 unchanged sentences

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

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.

The Company capitalized interest of $ 717,000 and $ 489,000 during the three months ended July 31, 2026 and 2025, respectively, and $ 2,182,000 and $ 733,000 for the nine months ended July 31, 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Lessor Arrangements

4 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

8 unchanged sentences

Lease costs are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

Lessee Arrangements (continued)

Lease costs consist of the following (in thousands):

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

7 unchanged sentences

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

Classification April 30, 2026 October 31, 2025

Classification July 31, 2026 October 31, 2025

Operating lease ROU assets Other assets $ 3,445 $ 640

6 unchanged sentences

$ 7,457 $ 2,016

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Leases (continued)

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

Six Months Ended

Nine Months Ended

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

4 unchanged sentences

Leased assets obtained in exchange for new finance lease liabilities $ 3,405 $ 1,313

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Earnings Per Share

3 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

16 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 and six months ended April 30, 2026 and 2025.

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

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):

April 30, 2026 October 31, 2025

July 31, 2026 October 31, 2025

Balance Sheet Balance Sheet

6 unchanged sentences

10 Law firm $ — $ — $ 35 $ — $ — $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

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

11 Agro-Limo $ — $ 2,771 $ — $ — $ — $ —

Three Months Ended July 31, 2026 Three Months Ended July 31, 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

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

1 Employees $ — $ 235 $ — $ — $ — $ 229 $ — $ —

6 unchanged sentences

10 Law firm $ — $ — $ 189 $ — $ — $ — $ 75 $ —

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

11 Agro-Limo $ — $ 185 $ — $ 21 $ — $ — $ — $ —

12 Third party growers $ 268 $ — $ 105 $ — $ — $ — $ — $ —

Nine Months Ended July 31, 2026 Nine Months Ended July 31, 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

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

1 Employees $ — $ 694 $ — $ — $ — $ — $ 693 $ — $ —

6 unchanged sentences

10 Law firm $ — $ — $ 331 $ — $ — $ — $ — $ 208 $ —

(1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and recorded rental income from employees.

11 Agro-Limo $ — $ 185 $ — $ 21 $ — $ — $ — $ — $ —

12 Third party growers $ 268 $ — $ 105 $ — $ — $ — $ — $ — $ —

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Related-Party Transactions (continued)

(1) Employees - The Company rents certain of its residential housing assets to employees on a month-to-month basis and records rental income from employees.

(2) Mutual water companies - The Company has representation on the boards of directors of the mutual water companies in which the Company has investments, as well as other water districts.

7 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.

In the second and third quarters of fiscal year 2026, the Company recorded a total reserve of $ 1,884,000 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.

1 unchanged sentence

(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.

5 unchanged sentences

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 six months of fiscal year 2025.

The Company recorded revenue for farm management services provided to Del Mar in the first nine 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 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.

(11) Agro-Limo - The Company has an equity interest in Agro-Limo as noted in Note 6 - Equity in Investments.

The Company has a receivable and interest income from Agro-Limo related to a Revolving Line of Credit for facility construction and recorded leased land revenue.

(12) Third party growers - A member of the Company’s board of directors and a member of management are third-party growers that market lemons through the Company, and the Company had immaterial amounts due to such growers for lemon procurement.

The effective tax rate for the nine months ended July 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 July 31, 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 April 30, 2026.

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Commitments and Contingencies

16 unchanged sentences

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.

6 unchanged sentences

Exchange of Common Stock

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.

During the nine months ended July 31, 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.

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information

16 unchanged sentences

The Company adopted ASU 2023-07 as of fiscal year 2025 and, as a result, expanded its segment information to include significant segment expenses and other segment items.

Other segment items for the lemon packing segment include lease expenses, utilities, repairs and maintenance, professional assessments and fees, insurance, property taxes, custom packing and other packinghouse operational expenses.

Other segment items for the lemon packing segment include lease expenses, utilities, repairs and maintenance, professional assessments and fees, insurance, property taxes, shipping, cold storage, custom packing and other packinghouse operational expenses.

Other segment items for the other agribusiness segment are primarily shipping expenses.

1 unchanged sentence

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

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):

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

Avocados Other

12 unchanged sentences

Loss and expected loss on disposal of assets, net — — — — — 335 335

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

Selling, general and administrative — — — — — 3,946 3,946

4 unchanged sentences

Loss before income tax benefit $ ( 3,976 )

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

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

Avocados Other

15 unchanged sentences

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

Total other income 281

Total other expense ( 104 )

Loss before income tax provision $ ( 734 )

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

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

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

Fresh Lemons Lemon

20 unchanged sentences

Loss before income tax benefit $ ( 43,590 )

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

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Segment Information (continued)

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

Avocados Other

19 unchanged sentences

Loss before income tax benefit $ ( 9,276 )

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

July 31, Nine Months Ended

2026 2025 2026 2025

9 unchanged sentences

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

In May 2026, the holders of the Series B Stock elected to convert 1,479 shares of Series B Stock into 18,488 common shares.

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”).

2 unchanged sentences

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;

As of July 31, 2026, (i) 13,311 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 $ 4.38 per share, representing an aggregate allocation of $ 58,000 ;

and (iii) the dividend arrearages on Series B-2 Preferred Stock were $ 20.00 per share, representing an aggregate allocation of $ 186,000 .

LIMONEIRA COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)

Series B and Series B-2 Preferred Stock and Treasury Stock (continued)

Treasury Stock Share Repurchase Program

1 unchanged sentence

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 April 30, 2026.

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

During the first nine months of 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.

On September 2, 2026, the Company received confirmation from its insurance company that an additional $ 2,000,000 of insurance proceeds is to be paid for such claims.

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

Subsequent Events

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.

The Company evaluated events subsequent to July 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 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