What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-09-09 compared with 2026-06-09 · 182 added, 195 removed, 443 unchanged (46% of the section changed)

5 unchanged sentences

In addition to growing lemons and avocados, we grow wine grapes.

We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona and Jujuy, Argentina, which collectively consist of approximately 2,300 acres of lemons, 1,700 acres of avocados and 400 acres of wine grapes.

We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process and pack lemons that we grow, as well as lemons grown by others.

We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California and Jujuy, Argentina, which collectively consist of approximately 1,700 acres of lemons, 1,700 acres of avocados and 400 acres of wine grapes.

We also operate our own packinghouse in Santa Paula, California, where we process and pack lemons that we grow, as well as lemons grown by others.

We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina.

3 unchanged sentences

(“PDA”) and a 100% interest in Agricola San Pablo, SpA (“San Pablo”).

Through November 7, 2025, these entities owned lemon and orange orchards located near La Serena, Chile.

Through November 7, 2025, PDA and San Pablo owned lemon and orange orchards located near La Serena, Chile.

Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own.

23 unchanged sentences

Historically, our agribusiness division has been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested.

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.

Growing costs, also referred to as cultural costs, in our agribusiness division tend to be lower in the first and second quarters and higher 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.

27 unchanged sentences

Southern California is experiencing above average precipitation for the 2025 to 2026 rainfall season.

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

As of July 31, 2026, Ventura County was free from general drought conditions.

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

4 unchanged sentences

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.

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

Recent Developments

14 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.

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.

1 unchanged sentence

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

The aggregate purchase price was $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, in the second quarter of fiscal year 2026 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.

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

On August 15, 2026, our subsidiary, 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 $15.0 million following a public auction.

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

As a result of the pending transaction contemplated by the second Purchase and Sale Agreement, the Company recognized an additional impairment charge of $4.1 million in the third quarter of fiscal year 2026, for an aggregate impairment of $13.5 million for the nine months ended July 31, 2026.

Results of Operations

1 unchanged sentence

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

12 unchanged sentences

Total costs and expenses 46,769 48,108 121,145 126,223

Operating (loss) income:

Operating loss:

Agribusiness 4,913 3,892 (1,978) 5,123

9 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)

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, 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.

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 gains or 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 gains or 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.

4 unchanged sentences

Three Months Ended

April 30, Six Months Ended

July 31, Nine Months Ended

2026 2025 2026 2025

8 unchanged sentences

Loss and expected loss on disposal of assets, net 335 15 8,229 27

Foreign currency losses 5,078 — 6,121 —

Foreign currency (gains) losses (5) — 6,115 —

Adjusted EBITDA $ 3,863 $ 2,974 $ (5,590) $ 513

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,

Three Months Ended July 31, 2026 Compared to the Three Months Ended July 31, 2025

Total net revenues were $43.8 million for the three months ended July 31, 2026, compared to $47.5 million for the same period of fiscal year 2025.

The 8% decrease of $3.7 million was primarily due to decreased agribusiness revenues from oranges and specialty citrus and wine grapes as detailed below ($ in thousands):

Three Months Ended July 31,

2026 2025 Change

6 unchanged sentences

Agribusiness revenues $ 42,165 $ 45,942 $ (3,777) (8)%

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 decrease for the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our transition to Sunkist, which resulted in decreased brokered lemons and other lemon sales, partially offset by increased fresh lemon carton sales driven primarily by higher prices.

Fresh lemon carton sales were $27.3 million and $23.8 million on 1,373,000 and 1,397,000 cartons of lemons sold at average per carton prices of $19.88 and $17.02, for the third quarter of fiscal years 2026 and 2025, respectively.

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

Brokered lemons and other lemon sales were immaterial and $3.8 million for the third quarter of fiscal years 2026 and 2025, respectively.

Lemon revenue included pack handling revenue of $6.0 million and $6.1 million for the third quarter of fiscal years 2026 and 2025, respectively, and lemon by-product sales of $0.5 million for the third quarters of fiscal years 2026 and 2025.

The decrease for the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to lower prices, partially offset by increased volume 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.

We sold 7,013,000 and 5,654,000 pounds of avocados at average per pound prices of $1.15 and $1.50, for the third quarter of fiscal years 2026 and 2025, respectively.

The decrease for the third 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 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 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 decrease for the third 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.

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

Other operations revenue was $1.6 million for the third 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 $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.

Total costs and expenses were $46.8 million for the three months ended July 31, 2026, compared to $48.1 million for the same period of fiscal year 2025.

The 3% decrease of $1.3 million was primarily due to decreases in agribusiness costs and expenses and selling, general and administrative expenses, partially offset by impairment of the Windfall Farms property assets and loss on disposal of assets in the third quarter of fiscal year 2026.

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

Three Months Ended April 30,

Three Months Ended July 31,

2026 2025 Change

8 unchanged sentences

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.

We packed and sold 1,373,000 and 1,397,000 cartons of lemons at average per carton costs of $9.79 and $9.11, for the third quarter of fiscal years 2026 and 2025, respectively.

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

• Harvest costs:

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.

The decrease for the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of lemons harvested, partially offset by higher avocado volume.

• 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 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.

Growing costs consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.

The increase for the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to 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 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.

The decrease for the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased costs for brokered fruit of $7.3 million, partially offset by increased costs for third-party grower fruit of $1.6 million.

The increase in third-party grower fruit was primarily due to higher prices of third-party grower fruit sold.

We incurred costs for third-party grower fruit of $13.1 million and $11.5 million, for the third quarter of fiscal years 2026 and 2025, respectively.

Of the 1,373,000 and 1,397,000 cartons of lemons packed and sold, 1,002,000 (73%) and 1,012,000 (72%) were procured from third-party growers at average per carton prices of $13.03 and $11.35, for the third quarter of fiscal years 2026 and 2025, respectively.

• Other 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.

The decrease in the third 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 $1.8 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 decrease in the third quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was due to asset disposals.

Other operations expenses were $1.0 million in the third quarter of fiscal year 2026, compared to $1.1 million in the same period of fiscal year 2025.

Impairment of assets was $4.1 million for the third quarter of fiscal year 2026, due to impairment of the Windfall Farms property assets.

Loss and expected loss on disposal of assets, net was $0.3 million for the third quarter of fiscal year 2026, compared to an immaterial loss for the same period of fiscal year 2025.

The increase was due to the disposal of miscellaneous agricultural equipment.

Selling, general and administrative costs and expenses were $4.0 million for the third quarter of fiscal year 2026, compared to $5.0 million for the same period of fiscal year 2025.

The 20% decrease of $1.0 million was primarily due to:

• $0.6 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;

• $0.6 million net decrease in other general and administrative expenses;

• $0.2 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.

Other Expense

Total other expense was $1.0 million for the third quarter of fiscal year 2026, compared to $0.1 million for the same period of fiscal year 2025.

The increase in other expense of $0.9 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;

• $0.7 million increase in interest expense, net of patronage dividends;

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.

• $0.2 million decrease in equity in earnings of investments, net.

We recorded an estimated income tax benefit of $1.0 million and a provision of $0.2 million on pre-tax loss of $4.0 million and $0.7 million, for the third quarter of fiscal years 2026 and 2025, respectively.

The tax benefit recorded for the third 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.

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.

As of July 31, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 21.5%.

Net (Income) Loss Attributable to Noncontrolling Interests, Net

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

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

Nine Months Ended July 31, 2026 Compared to the Nine Months Ended July 31, 2025

Total net revenues were $85.9 million for the nine months ended July 31, 2026, compared to $116.9 million for the same period of fiscal year 2025.

The 26% decrease of $31.0 million was primarily due to decreased agribusiness revenues from lemons, avocados, oranges, farm management and other as detailed below ($ in thousands):

Six Months Ended April 30,

Nine Months Ended July 31,

2026 2025 Change

6 unchanged sentences

Agribusiness revenues $ 81,451 $ 112,376 $ (30,925) (28)%

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 decrease for the first nine months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our transition to 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 $56.3 million and $64.6 million on 3,082,000 and 3,901,000 cartons of lemons sold at average per carton prices of $18.25 and $16.57, for the first nine months of fiscal years 2026 and 2025, respectively.

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

Brokered lemons and other lemon sales were $1.0 million and $8.5 million for the first nine 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 $13.2 million and $15.3 million and lemon by-product sales of $0.8 million and $1.4 million for the first nine months of fiscal years 2026 and 2025, respectively.

The decrease for the first nine months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to lower prices, partially offset by increased volume 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.

We sold 7,298,000 and 6,959,000 pounds of avocados at average per pound prices of $1.14 and $1.64, for the first nine months of fiscal years 2026 and 2025, respectively.

The decrease for the first nine 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.

The decrease for the first nine 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.

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

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

Other operations revenue for the first nine months of fiscal year 2026 was similar compared to the same period of fiscal year 2025 at $4.5 million.

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.

Total costs and expenses were $121.1 million for the first nine months of fiscal year 2026, compared to $126.2 million for the same period of fiscal year 2025.

The 4% decrease of $5.1 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 nine 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,

Nine Months Ended July 31,

2026 2025 Change

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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.

We packed and sold 3,082,000 and 3,901,000 cartons of lemons at average per carton costs of $10.44 and $9.09, for the first nine 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.

The decrease for the first nine months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of lemons 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.

Growing costs consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation.

The decrease for the first nine 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:

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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.

The decrease in third-party grower fruit 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.

Brokered fruit costs were $0.5 million and $12.2 million, respectively, and costs for third-party grower fruit were $29.5 million and $33.3 million for the first nine months of fiscal years 2026 and 2025, respectively.

The decrease in third-party grower fruit 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.

Of the 3,082,000 and 3,901,000 cartons of lemons packed and sold, 2,548,000 (83%) and 3,215,000 (82%) were procured from third-party growers at average per carton prices of $11.56 and $10.36, for the first nine 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.

The decrease for the first nine 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.

Depreciation and amortization was $5.4 million for the first nine months of fiscal year 2026, compared to $5.9 million in the same period of fiscal year 2025.

Other operations expenses were $3.1 million for the first nine months of fiscal year 2026, compared to $3.3 million for the same period of fiscal year 2025.

Impairment of assets was $13.5 million for the first nine months of fiscal year 2026, due to impairment of the Windfall Farms property assets.

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

Gain on sales of water rights was $1.5 million for the first nine 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 $8.2 million for the first nine 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.

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

Selling, general and administrative costs and expenses were $14.0 million for the first nine months of fiscal year 2026, compared to $17.2 million for the same period of fiscal year 2025.

The 18% decrease of $3.2 million was primarily due to:

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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.

Total other expense was $8.4 million for the first nine months of fiscal year 2026, compared to immaterial total other income for the same period of fiscal year 2025.

The increase in other expense of $8.4 million was primarily due to:

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• $1.5 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.

• $1.0 million decrease of equity in earnings of investments, net, primarily due to LLCB’s losses in the first nine months of fiscal year 2026.

We recorded an estimated income tax benefit of $9.0 million and $1.9 million on pre-tax loss of $43.6 million and $9.3 million, for the first nine months of fiscal years 2026 and 2025, respectively.

The tax benefit recorded for the first nine 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%.

As of July 31, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 21.5%.

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.

Net loss attributable to noncontrolling interests, net for the first nine 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 nine 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 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):

Three Months Ended July 31, 2026 Compared to the Three Months Ended July 31, 2025

The following table shows the segment results of operations for the three months ended July 31, 2026 (in thousands):

Avocados Other

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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

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Operating (loss) income $ 1,368 $ 2,457 $ 2,658 $ 142 $ 4,913 $ (7,873) $ (2,960)

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

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

Avocados Other

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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 $10.5 million for the second quarter of fiscal year 2026, compared to $13.5 million for the same period of fiscal year 2025.

Our fresh lemons segment total net revenues were $17.9 million for the third quarter of fiscal year 2026, compared to $19.6 million for the same period of fiscal year 2025.

The 9% decrease of $1.7 million was primarily due to:

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• Lemon by-products sales net of pack charge decrease of $0.2 million;

• Fresh carton sales net of pack charge decrease of $0.2 million.

• Fresh carton sales net of pack charge increase of $2.3 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 $11.4 million for the second quarter of fiscal year 2026, compared to $13.1 million for the same period of fiscal year 2025.

Our fresh lemons segment costs and expenses were $16.5 million for the third quarter of fiscal year 2026, compared to $20.8 million for the same period of fiscal year 2025.

The 21% decrease of $4.3 million was primarily due to:

• Third-party grower and supplier costs decrease of $3.6 million;

• Growing costs decrease of $0.6 million;

• Harvest costs decrease of $0.6 million;

• Growing costs decrease of $0.1 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 $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.

Our lemon packing segment total net revenues were $15.9 million for the third quarter of fiscal year 2026, compared to $14.6 million for the same period of fiscal year 2025.

The 9% increase of $1.3 million was primarily due to an increase in pack handling revenue.

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;

Our lemon packing costs and expenses were $13.4 million for the third quarter of fiscal year 2026, compared to $12.7 million for the same period of fiscal year 2025.

The 6% increase of $0.7 million was primarily due to:

• Other segment items increase of $1.5 million, primarily due to shipping and cold storage;

• Labor and benefits decrease of $0.8 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.

Lemon packing segment operating income per carton sold was $1.79 for the third quarter of fiscal year 2026, compared to $1.31 for the same period of fiscal year 2025.

Our avocados segment had revenues of $8.0 million for the third quarter of fiscal year 2026, compared to $8.5 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.

Our avocados segment costs and expenses were $5.4 million for the third quarter of fiscal year 2026, compared to $3.7 million for the same period of fiscal year 2025.

The 44% increase of $1.7 million was primarily due to:

• Growing costs increase of $1.4 million;

• Harvest costs increase of $0.3 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.

Our other agribusiness segment total net revenues were $0.4 million for the third quarter of fiscal year 2026, compared to $3.3 million for the same period of fiscal year 2025.

The 88% decrease of $2.9 million was primarily due to:

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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.

Our other agribusiness costs and expenses were $0.2 million for the third quarter of fiscal year 2026, compared to $2.5 million for the same period of fiscal year 2025.

The decrease of $2.3 million was primarily due to:

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• Shipping costs decrease of $0.4 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.

• Growing costs increase of $0.3 million.

Total agribusiness depreciation and amortization expenses were $1.7 million for the third quarter of fiscal year 2026, compared to $2.2 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.

Our corporate and other operations revenues were $1.6 million for the third 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):

Costs and expenses in our corporate and other operations were $9.3 million for the third quarter of fiscal year 2026, compared to $5.8 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 third quarter of fiscal years 2026 and 2025.

Nine Months Ended July 31, 2026 Compared to the Nine Months Ended July 31, 2025

The following table shows the segment results of operations for the nine months ended July 31, 2026 (in thousands):

Fresh Lemons Lemon

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Operating (loss) income $ (1,849) $ 2,007 $ 2,692 $ 583 $ (1,978) $ (33,227) $ (35,205)

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

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

Fresh Lemons Lemon

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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.

Our fresh lemons segment total net revenues were $37.1 million for the first nine months of fiscal year 2026, compared to $49.5 million for the same period of fiscal year 2025.

The 25% decrease of $12.4 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 $7.5 million;

• Fresh carton sales net of pack charge decrease of $4.0 million;

• Lemon by-products sales net of pack charge decrease of $0.9 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.

Our fresh lemons segment costs and expenses were $38.9 million for the first nine months of fiscal year 2026, compared to $51.0 million for the same period of fiscal year 2025.

The 24% decrease of $12.1 million was primarily due to:

• Third-party grower and supplier costs decrease of $9.5 million;

• Growing costs decrease of $0.9 million;

• Harvest costs decrease of $1.5 million;

• Growing costs decrease of $1.1 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.

Our lemon packing segment total net revenues were $34.2 million for the first nine months of fiscal year 2026, compared to $40.2 million for the same period of fiscal year 2025.

The 15% decrease of $6.0 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.

Our lemon packing costs and expenses were $32.2 million for the first nine months of fiscal year 2026, compared to $35.4 million for the same period of fiscal year 2025.

The 9% decrease of $3.2 million was primarily due to:

• Other segment items decrease of $1.9 million;

• Packing supplies and fruit treatments decrease of $1.5 million;

• Labor and benefits decrease of $1.4 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.

• Other segment items decrease of $0.3 million.

Lemon packing segment operating income per carton sold was $0.65 for the first nine months of fiscal year 2026, compared to $1.23 per carton sold for the same period of fiscal year 2025.

Our avocados segment revenue was $8.3 million for the first nine months of fiscal year 2026, compared to $11.4 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 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.

Our avocados segment costs and expenses were $5.6 million for the first nine months of fiscal year 2026, compared to $5.4 million for the same period of fiscal year 2025.

The 4% increase of $0.2 million was primarily due to an increase in growing costs of $0.2 million.

Other Agribusiness

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.

Our other agribusiness segment total net revenues were $1.9 million for the first nine months of fiscal year 2026, compared to $11.2 million for the same period of fiscal year 2025.

The 83% decrease of $9.3 million was primarily due to:

• Orange revenue decrease of $4.8 million;

• Farm management revenue decrease of $1.5 million;

• Other revenue decrease of $1.8 million;

• Farm management revenue decrease of $1.6 million;

• Specialty citrus and wine grape revenues decrease of $1.1 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 six months of fiscal year 2026, compared to $6.9 million for the same period of fiscal year 2025.

Our other agribusiness costs and expenses were $1.3 million for the first nine months of fiscal year 2026, compared to $9.5 million for the same period of fiscal year 2025.

The 86% decrease of $8.2 million was primarily due to:

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• Growing costs decrease of $0.6 million.

• Harvest costs increase of $0.1 million.

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.

Total agribusiness depreciation and amortization expenses were $5.4 million for the first nine months of fiscal year 2026, compared to $5.9 million for the same period of fiscal year 2025.

Corporate and Other

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.

Our corporate and other operations revenues for the first nine months of fiscal year 2026 were similar for the same period of fiscal year 2025 at $4.5 million.

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.

Costs and expenses in our corporate and other operations were $37.0 million for the first nine months of fiscal year 2026, compared to $18.2 million for the same period of fiscal year 2025.

Depreciation and amortization expenses in our corporate and other operations were $0.7 million for the first nine months of fiscal years 2026 and 2025.

Seasonal Operations

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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 April 30, 2026 and 2025

Results of Operations for the Trailing Twelve Months Ended July 31, 2026 and 2025

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

Trailing Twelve Months Ended April 30,

Trailing Twelve Months Ended July 31,

Net revenues:

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Total other (expense) income (9,030) 1,198

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

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

Loss before income tax benefit (55,319) (10,874)

Income tax benefit 11,727 1,602

Net loss (43,592) (9,272)

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• Total net revenues decreased $32.0 million, primarily due to decreased lemon, avocado and farm management revenue.

• 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 costs and expenses increased $2.2 million, primarily due to increased impairment of assets and loss on disposal of assets, partially offset by decreased agribusiness costs and selling, general and administrative expenses and the gain on remeasurement of previously held equity method investment.

• Total other expense increased $10.2 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.

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Liquidity and Capital Resources

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 primary sources of liquidity are cash and cash flows generated from our operations, use of our revolving credit facility and equipment loans, 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.

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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 April 30, 2026 related to debt and leases.

See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of July 31, 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.

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Cash Flows from Operating Activities

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.

Net cash used in operating activities was $15.9 million and $7.0 million for the nine months ended July 31, 2026 and 2025, respectively.

The significant components of our cash flows used in operating activities were as follows:

• 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.

• Net loss was $34.6 million and $7.4 million for the nine months ended July 31, 2026 and 2025, respectively.

The components of net loss for the nine months ended July 31, 2026, compared to net loss for the same period of fiscal year 2025, consists of an increase in operating loss of $25.9 million, an increase in total other expense of $8.4 million, and an increase in income tax benefit of $7.1 million.

• Adjustments to reconcile net loss to net cash used in operating activities:

◦ 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.

◦ Adjustments were $26.0 million and $16.1 million for the nine months ended July 31, 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 $7.3 million and $15.7 million of operating cash for the nine months ended July 31, 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 $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.

Net cash used in investing activities was $9.5 million and $9.9 million for the nine months ended July 31, 2026 and 2025, respectively.

▪ The $9.5 million of cash used in investing activities for the nine months ended July 31, 2026 was comprised primarily of capital expenditures of $12.2 million, mainly related to orchard development, and equity investment contributions and capitalized interest of $2.8 million, partially offset by net proceeds from sales of assets of $6.3 million.

▪ The $9.9 million of cash used in investing activities for the nine months ended July 31, 2025 was comprised primarily of capital expenditures of $9.6 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.3 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 $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.

Net cash provided by financing activities was $26.2 million and $15.9 million for the nine months ended July 31, 2026 and 2025, respectively.

• The $26.2 million of cash provided by financing activities for the nine months ended July 31, 2026 was comprised primarily of net borrowings of long-term debt of $29.0 million, partially offset by common and preferred dividends of $1.5 million.

• The $15.9 million of cash provided by financing activities for the nine months ended July 31, 2025 was comprised primarily of net borrowings of long-term debt of $22.8 million, partially offset by common and preferred dividends of $4.4 million and the exchange of common stock of $1.6 million.

Transactions Affecting Liquidity and Capital Resources

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

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.

As of July 31, 2026, our outstanding borrowings under the Revolving Credit Supplement were $97.0 million and we had $17.0 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.

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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 April 30, 2026.

We were in compliance with this covenant as of July 31, 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.

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 nine months ended July 31, 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.

As of July 31, 2026, LLCB had $12.5 million of unaudited cash and cash equivalents on hand.

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.

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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.

Such preferred dividends paid were $0.1 million and $0.4 million for the nine months ended July 31, 2026 and 2025, respectively.

As of July 31, 2026, the total dividend arrearages on Series B Stock were $4.38 per share, representing an aggregate allocation of $58,000 and the total dividend arrearages on Series B-2 Preferred Stock were $20.00 per share, representing an aggregate allocation of $186,000.

Cash dividends on common stock declared for the nine months ended July 31, 2026 and 2025 were $0.075 and $0.225 per common share, respectively, and such dividends paid were $1.4 million and $4.1 million, respectively.

Critical Accounting Estimates

The preparation of our consolidated financial statements in accordance with GAAP requires us to develop critical accounting policies and make certain estimates, assumptions and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses.

We base our estimates and judgments on historical experience, available relevant data and other information that we believe to be reasonable under the circumstances, and we continue to review and evaluate these estimates.

We base our estimates and judgments on historical experience, relevant available data and other information that we believe to be reasonable under the circumstances, and we continue to review and evaluate these estimates.

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 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.

As of July 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.

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