Limoneira CO 10-Q

Item 1. Financial Statements LIMONEIRA COMPANY CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in thousands, except share and per share data) July 31, 2026 October 31, 2025 Assets Current assets: Cash $ 2,210 $ 1,509 Accounts receivable, net 15,341 15,432 Cultural costs 1,586 2,406 Prepaid expenses and other current assets 4,177 4,444 Receivables/other from related parties, net 1,795 2,973 Assets held for sale 14,164 13,718 Total current assets 39,273 40,482 Property, plant and equipment, net 142,516 172,645 Real estate development 11,896 10,628 Equity in investments 74,852 72,167 Goodwill 1,373 1,506 Intangible assets, net 2,185 2,621 Other assets 27,259 11,088 Total assets $ 299,354 $ 311,137 Liabilities, Convertible Preferred Stock and Stockholders’ Equity Current liabilities: Accounts payable $ 5,743 $ 7,896 Growers and suppliers payable 6,976 6,885 Accrued liabilities 7,457 9,290 Payables to related parties 5,072 5,989 Current portion of long-term debt 837 31 Total current liabilities 26,085 30,091 Long-term liabilities: Long-term debt, less current portion 100,677 72,450 Deferred income taxes 6,085 15,378 Other long-term liabilities 5,337 2,381 Total liabilities 138,184 120,300 Commitments and contingencies — — Series B Convertible Preferred Stock – $ 100.00 par value ( 50,000 shares authorized: 13,311 and 14,790 shares issued and outstanding at July 31, 2026 and October 31, 2025, respectively) ( 8.75 % coupon rate) 1,331 1,479 Series B-2 Convertible Preferred Stock – $ 100.00 par value ( 10,000 shares authorized: 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) 9,331 9,331 Stockholders’ equity: Series A Junior Participating Preferred Stock – $ 0.01 par value ( 20,000 shares authorized: zero issued or outstanding at July 31, 2026 and October 31, 2025) — — Common Stock – $ 0.01 par value ( 39,000,000 shares authorized: 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) 181 180 Additional paid-in capital 172,123 171,365 Accumulated deficit ( 36,393 ) ( 1,070 ) Accumulated other comprehensive loss ( 309 ) ( 6,270 ) Treasury stock, at cost, 250,977 shares at July 31, 2026 and October 31, 2025 ( 3,493 ) ( 3,493 ) Noncontrolling interests 18,399 19,315 Total stockholders’ equity 150,508 180,027 Total liabilities, convertible preferred stock and stockholders’ equity $ 299,354 $ 311,137 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share data) Three Months Ended July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Net revenues: Agribusiness $ 42,165 $ 45,942 $ 81,451 $ 112,376 Other operations 1,644 1,536 4,489 4,526 Total net revenues 43,809 47,478 85,940 116,902 Costs and expenses: Agribusiness 37,252 42,050 83,429 107,253 Other operations 1,038 1,086 3,120 3,266 Impairment of assets 4,129 — 13,453 — Gain on sales of water rights — — — ( 1,488 ) Loss and expected loss on disposal of assets, net 335 15 8,229 27 Other operating income — — ( 1,114 ) — Selling, general and administrative 4,015 4,957 14,028 17,165 Total costs and expenses 46,769 48,108 121,145 126,223 Operating loss ( 2,960 ) ( 630 ) ( 35,205 ) ( 9,321 ) Other (expense) income: Interest income 28 22 152 50 Interest expense, net of patronage dividends ( 1,114 ) ( 410 ) ( 2,453 ) ( 898 ) 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 Loss before income tax benefit (provision) ( 3,976 ) ( 734 ) ( 43,590 ) ( 9,276 ) Income tax benefit (provision) 1,025 ( 182 ) 9,002 1,924 Net loss ( 2,951 ) ( 916 ) ( 34,588 ) ( 7,352 ) 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 ) Preferred dividends — ( 125 ) ( 125 ) ( 376 ) Net loss applicable to common stock $ ( 2,993 ) $ ( 980 ) $ ( 33,965 ) $ ( 7,666 ) Basic net loss per common share $ ( 0.17 ) $ ( 0.06 ) $ ( 1.91 ) $ ( 0.43 ) Diluted net loss per common share $ ( 0.17 ) $ ( 0.06 ) $ ( 1.91 ) $ ( 0.43 ) Weighted-average common shares outstanding-basic 17,962 17,854 17,932 17,823 Weighted-average common shares outstanding-diluted 17,962 17,854 17,932 17,823 The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (in thousands) Three Months Ended July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Net loss $ ( 2,951 ) $ ( 916 ) $ ( 34,588 ) $ ( 7,352 ) 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 (loss) income — ( 414 ) 5,961 ( 179 ) Comprehensive loss ( 2,951 ) ( 1,330 ) ( 28,627 ) ( 7,531 ) 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 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. 7 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY (UNAUDITED) (in thousands, except share and per share data) Stockholders’ Equity Temporary Equity Common Stock Additional Paid-In Accumulated Accumulated Other Comprehensive Treasury Non- controlling Total Series B Preferred Series B-2 Preferred Shares Amount Capital Deficit (Loss) Income Stock Interest Equity Stock Stock Balance at October 31, 2025 18,036,891 $ 180 $ 171,365 $ ( 1,070 ) $ ( 6,270 ) $ ( 3,493 ) $ 19,315 $ 180,027 $ 1,479 $ 9,331 Dividends Common ($ 0.075 per share) — — — ( 1,358 ) — — — ( 1,358 ) — — Dividends Series B ($ 2.19 per share) — — — ( 32 ) — — — ( 32 ) — — Dividends Series B-2 ($ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 99,173 1 343 — — — — 344 — — Exchange of common stock ( 29,187 ) — ( 423 ) — — — — ( 423 ) — — Acquired noncontrolling interest — — — — — — ( 66 ) ( 66 ) — — Noncontrolling interest adjustments — — — — — — ( 22 ) ( 22 ) — — Net (loss) income — — — ( 9,427 ) — — 114 ( 9,313 ) — — Other comprehensive income — — — — 776 — — 776 — — Balance at January 31, 2026 18,106,877 $ 181 $ 171,285 $ ( 11,980 ) $ ( 5,494 ) $ ( 3,493 ) $ 19,341 $ 169,840 $ 1,479 $ 9,331 Stock compensation 6,642 — 302 — — — — 302 — — Noncontrolling interest adjustments — — — — — — ( 80 ) ( 80 ) — — Net loss — — — ( 21,420 ) — — ( 904 ) ( 22,324 ) — — Other comprehensive income — — — — 5,185 — — 5,185 — — Balance at April 30, 2026 18,113,519 $ 181 $ 171,587 $ ( 33,400 ) $ ( 309 ) $ ( 3,493 ) $ 18,357 $ 152,923 $ 1,479 $ 9,331 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 8 LIMONEIRA COMPANY Stockholders’ Equity Temporary Equity Common Stock Additional Paid-In Retained Accumulated Other Comprehensive Treasury Non- controlling Total Series B Preferred Series B-2 Preferred Shares Amount Capital Earnings Loss Stock Interest Equity Stock Stock Balance at October 31, 2024 18,033,171 $ 180 $ 170,243 $ 20,826 $ ( 6,614 ) $ ( 3,493 ) $ 10,549 $ 191,691 $ 1,479 $ 9,331 Dividends Common ($ 0.075 per share) — — — ( 1,353 ) — — — ( 1,353 ) — — Dividends Series B ($ 2.19 per share) — — — ( 32 ) — — — ( 32 ) — — Dividends Series B-2 ($ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 59,087 1 931 — — — — 932 — — Exchange of common stock ( 47,089 ) ( 1 ) ( 1,223 ) — — — — ( 1,224 ) — — Noncontrolling interest adjustment — — — — — — ( 39 ) ( 39 ) — — Net (loss) income — — — ( 3,074 ) — — 3 ( 3,071 ) — — Other comprehensive loss — — — — ( 267 ) — — ( 267 ) — — Balance at January 31, 2025 18,045,169 $ 180 $ 169,951 $ 16,274 $ ( 6,881 ) $ ( 3,493 ) $ 10,513 $ 186,544 $ 1,479 $ 9,331 Dividends Common ($ 0.075 per share) — — — ( 1,353 ) — — — ( 1,353 ) — — Dividends Series B ($ 2.19 per share) — — — ( 33 ) — — — ( 33 ) — — Dividends Series B-2 ($ 10 per share) — — — ( 93 ) — — — ( 93 ) — — Stock compensation 30,540 1 550 — — — — 551 — — Exchange of common stock ( 6,680 ) — ( 102 ) — — — — ( 102 ) — — Net loss — — — ( 3,361 ) — — ( 4 ) ( 3,365 ) — — Other comprehensive income — — — — 502 — — 502 — — Balance at April 30, 2025 18,069,029 $ 181 $ 170,399 $ 11,434 $ ( 6,379 ) $ ( 3,493 ) $ 10,509 $ 182,651 $ 1,479 $ 9,331 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. 9 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Nine Months Ended July 31, 2026 2025 Operating activities Net loss $ ( 34,588 ) $ ( 7,352 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,120 6,607 Impairment of assets 13,453 — Loss and expected loss on disposal of assets, net 8,229 27 Accumulated other comprehensive loss reclassified to earnings 5,744 — Gain on sales of water rights — ( 1,488 ) Stock compensation expense 1,034 2,245 Non-cash lease expense 607 1,468 Equity in losses (earnings) of investments, net 149 ( 867 ) Cash distributions from equity investments — 10,092 Deferred income taxes ( 9,293 ) ( 1,924 ) Other, net 2 ( 11 ) Changes in operating assets and liabilities: Accounts receivable and receivables/other from related parties 1,070 ( 4,837 ) Cultural costs 567 ( 1,523 ) Prepaid expenses and other current assets 433 197 Other assets ( 1,924 ) 53 Accounts payable and growers and suppliers payable ( 1,954 ) ( 3,238 ) Accrued liabilities and payables to related parties ( 4,810 ) ( 5,811 ) Income taxes receivable (payable) 103 ( 680 ) Other long-term liabilities ( 832 ) 91 Net cash used in operating activities ( 15,890 ) ( 6,951 ) Investing activities Capital expenditures ( 12,174 ) ( 9,617 ) Net proceeds from sales of assets 6,305 404 Proceeds from sales of water rights — 1,740 Cash distributions from Trapani Fresh 102 41 Cash paid to acquire additional shares of Limco Del Mar ( 67 ) — Collection on notes receivable — 68 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 ) Net cash used in investing activities ( 9,469 ) ( 9,857 ) Financing activities Borrowings of long-term debt 112,518 118,852 Repayments of long-term debt ( 83,487 ) ( 96,077 ) Principal paid on finance leases and equipment financings ( 951 ) ( 809 ) Dividends paid – common ( 1,358 ) ( 4,060 ) Dividends paid – preferred ( 125 ) ( 376 ) Exchange of common stock ( 423 ) ( 1,639 ) Other ( 5 ) — Net cash provided by financing activities 26,169 15,891 Effect of exchange rate changes on cash ( 109 ) 32 Net increase (decrease) in cash 701 ( 885 ) Cash at beginning of period 1,509 2,996 Cash at end of period $ 2,210 $ 2,111 10 LIMONEIRA COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED) (in thousands) Nine Months Ended July 31, 2026 2025 Supplemental disclosures of cash flow information Cash paid during the period for interest (net of amounts capitalized) $ 2,347 $ 638 Cash paid during the period for income taxes, net $ 188 $ 694 Non-cash investing and financing activities: Capital expenditures accrued but not paid at period-end $ 518 $ 782 Notes receivable in exchange for sale of assets $ 7,800 $ — The accompanying notes are an integral part of these unaudited consolidated financial statements. 11 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Organization and Basis of Presentation Business Limoneira Company (together with its consolidated subsidiaries, “Limoneira” or the “Company”) engages primarily in growing lemons and avocados, harvesting lemons, and packing lemons. The Company is also engaged in residential rentals and other rental operations and real estate development activities. On June 6, 2025, Limoneira entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. Beginning November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations. Prior to November 1, 2025, the Company marketed and sold citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets. Judgment is required in determining whether the Company is the principal or the agent in its contracts with Sunkist. The Company has determined that it is the principal in such transactions as it controls the lemons prior to delivery to the customer, and it is primarily responsible for fulfillment of lemon orders. Accordingly, lemon revenues, net of the Sunkist marketing fee, and costs associated with the Sunkist agreement are presented gross in the Company’s consolidated statement of operations. Basis of Presentation and Preparation The accompanying unaudited interim consolidated financial statements include the accounts of the Company and the accounts of all the subsidiaries and investments in which the Company holds a controlling interest. Intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company, the unaudited interim consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these unaudited interim consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. Because the unaudited interim consolidated financial statements do not include all of the information and notes required by GAAP for a complete set of consolidated financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025. 2. Summary of Significant Accounting Policies Comprehensive Loss Comprehensive loss represents all changes in a company’s net assets, except changes resulting from transactions with stockholders. Other comprehensive income or loss includes foreign currency translation items. Accumulated other comprehensive loss is reported as a component of the Company’s stockholders’ equity. Recent Accounting Pronouncements ASU 2023-09, Income Taxes (Topic 740): 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 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 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. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors In March 2024, the SEC adopted final rules under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors , which requires registrants to provide certain climate-related information in their registration statements and annual reports. The rules require information about a registrant’s climate-related risks that are reasonably likely to have a material impact on its business, results of operations, or financial condition. 12 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 2. Summary of Significant Accounting Policies (continued) Recent Accounting Pronouncements (continued) These requirements are effective for the Company in various fiscal years, starting with its fiscal year beginning November 1, 2026. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending certain legal challenges. On February 11, 2025, the SEC indicated it would ask the court to hold on scheduling further arguments while the SEC reassessed its position in the litigation. Subsequently, on March 27, 2025, the SEC voted to cease defending the rule in court. Despite withdrawing its defense, the SEC has not formally rescinded the rule, and on July 23, 2025, the SEC filed a report with the court stating that the SEC had no intentions of reviewing or revising the rule. The Company is continuing to evaluate the potential impact of these final rules on its consolidated financial statements and disclosures. ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ASU 2024-03 requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specific disclosures include the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, as well as a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Additionally, companies will need to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The effective date of ASU 2024-03 was clarified by ASU 2025-01. ASU 2024-03 is effective for the Company’s annual reporting for fiscal year 2028 and interim reporting beginning fiscal year 2029. Early adoption is permitted. ASU 2024-03 should be applied prospectively to financial statements issued for reporting periods beginning after the effective date but may be applied retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software Under current GAAP, entities are required to capitalize development costs incurred for internal-use software depending on the nature of the costs and the project stage during which they occur. The amendments in this ASU remove all references to software development project stages and require that an entity capitalize software costs when both: management has authorized and committed to funding the software project; and it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). The ASU is effective for the Company’s interim and annual reporting for fiscal year 2029, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. Concentrations 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 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. The account balances at these institutions periodically exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage and, as a result, there is a concentration of risk related to amounts on deposit in excess of FDIC insurance coverage. 13 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. Asset Sales and Disposals Pan de Azucar and San Pablo Orchards The Company has a 90 % interest in Fruticola Pan de Azucar S. A. (“PDA”) and a 100 % interest in Agricola San Pablo, SpA (“San Pablo”). These entities owned citrus orchards located near La Serena, Chile and the agricultural properties consisted of approximately 500 acres of lemons, 100 acres of oranges and 2,900 acres of other land. On November 7, 2025, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”) to sell the agricultural properties and related water rights for an aggregate purchase price of $ 14,967,000 . The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements. After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer made an initial payment to the Sellers in the aggregate amount of $ 6,800,000 , of which approximately $ 742,000 is deferred until certain requirements have been fulfilled. The remainder of the Buyer’s payment obligations, in the aggregate amount of $ 8,167,000 , will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment in an amount equal to 50 % of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers. 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 July 31, 2026. The property, plant and equipment and intangible assets sold were classified as assets held for sale as of October 31, 2025. Goodwill related to PDA was written off as part of the transaction. The following is a summary of the transaction (in thousands): Purchase price $ 14,967 Less: easement holdback ( 742 ) Less: fair value adjustment ( 367 ) Fair value of expected future cash proceeds $ 13,858 Less: net book value of assets sold Property, plant and equipment, net $ 11,900 Intangible assets, net 1,818 Goodwill 133 Total net book value of assets sold $ 13,851 Gain on disposal of assets $ 7 Cash proceeds received in March 2026 $ 6,058 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 Prior to the first receipt of cash proceeds, the functional currency of PDA and San Pablo was the Chilean Peso. The balance sheets were translated to U.S. dollars at exchange rates in effect at the balance sheet date and the income statements were translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments were recorded as a separate component of accumulated other comprehensive loss. In March 2026, the Company decided not to reinvest the proceeds in Chile and remitted the first cash proceeds received from the transaction to its U.S. operations. As such, the transaction was deemed a substantially complete liquidation of the foreign entities and the historical cumulative translation adjustments of $ 5,744,000 were reclassified to current year earnings. This component of accumulated other comprehensive loss was recorded over approximately eight years since the entities were acquired. Simultaneously, due to the change in economic conditions as a result of the transaction, the functional currency of PDA and San Pablo transitioned to the U.S. Dollar. 14 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 3. Asset Sales and Disposals (continued) Pan de Azucar and San Pablo Orchards (continued) The Company’s foreign subsidiaries, including PDA and San Pablo, incurred aggregate foreign exchange losses, including the reclassification of the historical cumulative translation losses, of $ 6,115,000 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 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. 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 In April 2026, the Company made the decision to cease citrus farming operations on the remaining 600 lemon acres located at its Associated Citrus Packers property in Yuma, Arizona. This decision aligns with the Company’s strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops. As a result, the Company recorded a loss on disposal of assets of $ 7,168,000 in the second quarter of fiscal year 2026. 4. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): July 31, 2026 October 31, 2025 Prepaid supplies and insurance $ 2,265 $ 1,398 Sales tax receivable 132 248 Income taxes receivable 81 184 Insurance proceeds receivable — 1,510 Notes receivable 506 100 Other 1,193 1,004 $ 4,177 $ 4,444 15 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 5. Real Estate Development Real estate development assets are comprised primarily of land and land development costs and consist of the following (in thousands): July 31, 2026 October 31, 2025 East Area II $ 11,125 $ 10,624 Limco Del Mar Ranch 771 4 $ 11,896 $ 10,628 East Area I, Retained Property and East Area II In fiscal year 2005, the Company began capitalizing the costs of two real estate development projects east of Santa Paula, California, for the development of 550 acres of land into residential units, commercial buildings and civic facilities. In November 2015 (the “Transaction Date”), the Company entered into a joint venture with the Lewis Group of Companies (“Lewis”) for the residential development of its East Area I real estate development project. To consummate the transaction, the Company formed Limoneira Lewis Community Builders, LLC (“LLCB”) as the development entity, contributed its East Area I property to LLCB and sold a 50 % interest to Lewis. The Company and LLCB also entered into a Retained Property Development Agreement on the Transaction Date (the “Retained Property Agreement”). 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 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. The Company formed LLCB II, LLC (“LLCB II”) as the development entity, contributed the Retained Property to the joint venture and sold a 50 % interest to Lewis. 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 $ 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 In fiscal year 2025, the Company announced plans to evaluate the potential development of housing at the Limco Del Mar Ranch to help address housing needs in Ventura County and to enhance long-term financial returns. The Company is actively pursuing development activities and capitalizing real estate development costs related to this project. 16 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 6. Equity in Investments Equity in investments consists of the following (in thousands): July 31, 2026 October 31, 2025 Limoneira Lewis Community Builders, LLC $ 58,212 $ 58,416 LLCB II, LLC 13,018 12,157 Agromin-Limoneira LLC 1,973 — Rosales 1,152 1,090 Romney Property Partnership 497 504 $ 74,852 $ 72,167 Agromin-Limoneira LLC In April 2026, the Company and California Wood Recycling, Inc., a California corporation dba Agromin (“Agromin”), entered into the Operating Agreement of Agromin-Limoneira LLC (“Agro-Limo”), which sets forth, among other things, the governance of Agro-Limo and specifies the respective rights, obligations and restrictions of the Company and Agromin as members, each owning a 50 % membership interest, of Agro-Limo. Agro-Limo is a special purpose entity formed to design, construct and operate an organics recycling facility on land owned by the Company in Ventura County. Such facility is expected to be operational by the second half of fiscal year 2027, and the Company will lease the site to Agro-Limo and provide certain interim financing. 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. 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. Unconsolidated Significant Subsidiary In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered “significant subsidiaries.” In evaluating its investments, there are two tests utilized to determine if equity method investees are considered significant subsidiaries: the income test and the investment test. 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 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. 7. Goodwill and Intangible Assets, Net A summary of the change in the carrying amount of goodwill is as follows (in thousands): Goodwill Carrying Amount Balance at October 31, 2025 $ 1,506 PDA goodwill write off ( 133 ) Balance at July 31, 2026 $ 1,373 17 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 7. 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 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): 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 Trade names and trademarks $ 2,108 ( 1,667 ) 441 8 $ 2,108 $ ( 1,513 ) $ 595 8 Customer relationships 2,707 ( 2,401 ) 306 8 2,707 ( 2,160 ) 547 8 Non-competition agreement 437 ( 283 ) 154 8 437 ( 242 ) 195 8 Acquired water and mineral rights 1,284 — 1,284 Indefinite 1,284 — 1,284 Indefinite $ 6,536 $ ( 4,351 ) $ 2,185 $ 6,536 $ ( 3,915 ) $ 2,621 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 . Estimated future amortization expense of intangible assets as of July 31, 2026 is as follows (in thousands): 2026 (remaining three months) $ 141 2027 294 2028 294 2029 172 $ 901 8. Other Assets Other assets consist of the following (in thousands): July 31, 2026 October 31, 2025 Investments in mutual water companies $ 8,124 $ 7,323 Notes receivable 7,400 41 Operating lease ROU assets 3,445 640 Finance lease assets 4,267 1,617 Related party receivables 3,443 514 Other 580 953 $ 27,259 $ 11,088 Investments in Mutual Water Companies and Water Rights The Company’s investments in various not-for-profit mutual water companies provide it with the right to receive a proportionate share of water from each of the not-for-profit mutual water companies that have been invested in and do not constitute voting shares and/or rights. 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 . 18 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 8. Other Assets (continued) Notes Receivable As discussed in Note 3 - Asset Sales and Disposals, the Company has notes receivable related to the sale of the Chilean assets in November 2025. 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): July 31, 2026 October 31, 2025 Compensation $ 733 $ 1,517 Property taxes 160 482 Operating expenses 2,766 4,830 Leases 2,522 871 Other 1,276 1,590 $ 7,457 $ 9,290 10. Long-Term Debt Long-term debt is comprised of the following (in thousands): 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 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 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. 4,544 — Banco de Chile COVID-19 loan: The interest rate was fixed at 4.26 %. The loan was repaid in July 2026. — 31 Total long-term debt 101,514 72,481 Less current portion 837 31 Long-term debt, less current portion $ 100,677 $ 72,450 In June 2025, the Company entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit (the “Lender”), dated June 26, 2025, together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement,” and together with the Revolving Credit Supplement, the “Supplements”). The MLA governs the terms of the Supplements. The MLA amends and restates the previous Master Loan Agreement between the Company and the Lender and extends the principal repayment to July 1, 2030. Debt financing costs related to the MLA agreement were immaterial. The Supplements provide aggregate borrowing capacity of $ 115,000,000 comprised of $ 114,000,000 under the Revolving Credit Supplement, and $ 1,000,000 under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit. There are no amounts outstanding on the Non-Revolving Credit Supplement. 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. The interest rate in effect under the Note is a variable interest rate, which adjusts under the Lender’s interest rate program on the first day of each month. The Company may prepay any amounts outstanding under the Note without penalty. 19 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 10. Long-Term Debt (continued) The interest rate in effect under the Revolving Credit Supplement automatically adjusts on the first day of each month. The interest rate for any amount outstanding under the Revolving Credit Supplement is based on the one-month SOFR plus an applicable margin. The applicable margin ranges from 2.15 % to 3.00 % depending on the ratio of funded indebtedness to earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and may be increased or decreased in the sole discretion of the Lender on each anniversary of July 1. The Company may prepay any amounts outstanding under the Revolving Credit Supplement without penalty. The interest rate in effect under the Non-Revolving Credit Supplement is a variable interest rate established by the Lender. The Company may prepay any amounts outstanding under the Non-Revolving Credit Supplement without penalty. All indebtedness under the MLA, including any indebtedness under the Supplements, is secured by a first lien on Company-owned stock or participation certificates, Company funds maintained with the Lender, the Lender’s unallocated surplus, certain of the Company’s agricultural properties, certain of the Company’s building fixtures and improvements and investments in mutual water companies associated with the pledged agricultural properties. The MLA includes customary default provisions. 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. 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. The Company was subject to an annual financial covenant that required it to maintain compliance with a specific debt service coverage ratio of 1.0 :1.0 for the fiscal year ending October 31, 2025, and 1.25 :1.0 for any fiscal year ending thereafter. In September 2025, the Lender modified the debt service coverage ratio covenant to defer measurement as of October 31, 2025. In December 2025, the Lender modified the debt service coverage ratio covenant to defer measurement as of October 31, 2026 and resume a debt service coverage ratio of 1.25 :1.0 measured as of October 31, 2027 and for any fiscal year ending thereafter. The Company was also subject to a quarterly financial covenant that required it to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026, with a ratio of no more than 6.0 :1.0 for the fiscal quarter ending July 31, 2026, 5.0 :1.0 for the fiscal quarter ending October 31, 2026 and 4.5 :1.0 for any fiscal quarter ending thereafter. In December 2025, the Lender modified this quarterly financial covenant to defer measurement through July 31, 2027 and resume measurement as of October 31, 2027. 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 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. In May 2026, the Company entered into a second equipment financing loan with the Lender in an initial amount of $ 2,473,000 which matures on May 1, 2031. Both equipment loans have monthly principal and interest payments and a variable interest rate based on the one-month SOFR plus 2.65 %. Interest is capitalized on non-bearing orchards, real estate development projects and significant construction in progress. The Company capitalized interest of $ 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. 20 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 11. Leases Lessor Arrangements The Company enters into leasing transactions in which it rents certain of its assets and the Company is the lessor. These lease contracts are typically classified as operating leases with remaining terms ranging from one month to 50 years with various renewal terms available. All of the residential rentals have month-to-month lease terms. The Company’s rental operations revenue consists of the following (in thousands): Three Months Ended July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Operating lease revenue $ 1,669 $ 1,461 $ 4,364 $ 4,301 Variable lease revenue ( 25 ) 75 125 225 Total lease revenue $ 1,644 $ 1,536 $ 4,489 $ 4,526 Lessee Arrangements The Company enters into leasing transactions in which the Company is the lessee. These lease contracts are classified as either operating or finance leases. The Company’s lease contracts are generally for agricultural land, packinghouse facilities, equipment and vehicles with remaining lease terms ranging from one to seven years , with various term extensions available. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Lease costs are primarily included in agribusiness costs and expenses in the Company’s consolidated statements of operations. Lease costs consist of the following (in thousands): Three Months Ended July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Operating lease costs $ 322 $ 521 $ 737 $ 1,563 Finance lease costs: Amortization of lease assets 257 138 601 325 Interest on lease liabilities 32 23 83 56 Variable lease costs 98 79 84 99 Short-term lease costs 221 148 562 229 Total lease costs $ 930 $ 909 $ 2,067 $ 2,272 Supplemental balance sheet information related to leases consists of the following (in thousands): Classification July 31, 2026 October 31, 2025 Assets Operating lease ROU assets Other assets $ 3,445 $ 640 Finance lease assets Other assets 4,267 1,617 $ 7,712 $ 2,257 Liabilities Current operating lease liabilities Accrued liabilities $ 1,090 $ 426 Current finance lease liabilities Accrued liabilities 1,432 445 Non-current operating lease liabilities Other long-term liabilities 2,349 219 Non-current finance lease liabilities Other long-term liabilities 2,586 926 $ 7,457 $ 2,016 21 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 11. Leases (continued) Supplemental cash flow information related to leases consists of the following (in thousands): Nine Months Ended July 31, 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 746 $ 1,607 Operating cash outflows from finance leases $ 83 $ 56 Financing cash outflows from finance leases $ 604 $ 474 ROU assets obtained in exchange for new operating lease liabilities $ 3,561 $ 186 Leased assets obtained in exchange for new finance lease liabilities $ 3,405 $ 1,313 12. Earnings Per Share Basic net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of conversion of preferred stock. Diluted net income or loss per common share is calculated using the weighted-average number of common shares outstanding during the period plus the dilutive effect of unvested, restricted stock and conversion of preferred stock. The computations for basic and diluted net income or loss per common share are as follows (in thousands, except per share data): Three Months Ended July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Basic net loss per common share: Net loss applicable to common stock $ ( 2,993 ) $ ( 980 ) $ ( 33,965 ) $ ( 7,666 ) Effect of unvested, restricted stock and preferred dividends ( 122 ) ( 16 ) ( 257 ) ( 52 ) Numerator: Net loss for basic EPS ( 3,115 ) ( 996 ) ( 34,222 ) ( 7,718 ) Denominator: Weighted average common shares–basic 17,962 17,854 17,932 17,823 Basic net loss per common share $ ( 0.17 ) $ ( 0.06 ) $ ( 1.91 ) $ ( 0.43 ) Diluted net loss per common share: Net loss for basic EPS $ ( 3,115 ) $ ( 996 ) $ ( 34,222 ) $ ( 7,718 ) Effect of dilutive preferred stock — — — — Numerator: Net loss for diluted EPS ( 3,115 ) ( 996 ) ( 34,222 ) ( 7,718 ) Weighted average common shares–basic 17,962 17,854 17,932 17,823 Effect of dilutive preferred stock — — — — Denominator: Weighted average common shares–diluted 17,962 17,854 17,932 17,823 Diluted net loss per common share $ ( 0.17 ) $ ( 0.06 ) $ ( 1.91 ) $ ( 0.43 ) Diluted net income or loss per common share is computed using the more dilutive method of either the two-class method or the treasury stock method. Unvested stock-based compensation awards that contain non-forfeitable rights to dividends as participating shares are included in computing earnings per share. 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 nine months ended July 31, 2026 and 2025. 22 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 13. 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): July 31, 2026 October 31, 2025 Balance Sheet Balance Sheet Ref Related-Party Receivables/Other from Related Parties, net Other Assets Payables to Related Parties Receivables/Other from Related Parties, net Other Assets Payables to Related Parties 2 Mutual water companies $ — $ 801 $ 433 $ — $ 514 $ 117 4 YMIDD $ 506 $ — $ — $ 202 $ — $ — 5 FGF $ 1,289 $ 300 $ 757 $ 2,771 $ 514 $ 757 6 LLCB $ — $ — $ 3,444 $ — $ — $ 3,444 8 Rosales $ — $ 372 $ 403 $ — $ — $ 1,671 10 Law firm $ — $ — $ 35 $ — $ — $ — 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 Other Income, Net Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 235 $ — $ — $ — $ 229 $ — $ — 2 Mutual water companies $ — $ — $ 285 $ — $ — $ — $ 244 $ — 4 YMIDD $ 305 $ — $ — $ — $ 302 $ — $ — $ — 5 FGF $ 83 $ 152 $ — $ — $ 83 $ 50 $ — $ — 7 Principal Owner $ — $ — $ — $ — $ — $ — $ — $ 243 8 Rosales $ — $ — $ — $ — $ 240 $ — $ 1,019 $ — 9 Del Mar $ — $ — $ — $ — $ 94 $ — $ 216 $ — 10 Law firm $ — $ — $ 189 $ — $ — $ — $ 75 $ — 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 Other Income, Net Dividends Paid Net Revenue Agribusiness Net Revenue Other Operations Agribusiness Expense and Other Dividends Paid 1 Employees $ — $ 694 $ — $ — $ — $ — $ 693 $ — $ — 2 Mutual water companies $ — $ — $ 1,155 $ — $ — $ — $ — $ 1,088 $ — 4 YMIDD $ 915 $ — $ 78 $ — $ — $ 987 $ — $ 82 $ — 5 FGF $ 248 $ 185 $ — $ — $ — $ 248 $ 150 $ — $ — 7 Principal Owner $ — $ — $ — $ — $ 220 $ — $ — $ — $ 734 8 Rosales $ 7 $ — $ 287 $ — $ — $ 3,320 $ — $ 1,908 $ — 9 Del Mar $ — $ — $ — $ — $ — $ 206 $ — $ 216 $ — 10 Law firm $ — $ — $ 331 $ — $ — $ — $ — $ 208 $ — 11 Agro-Limo $ — $ 185 $ — $ 21 $ — $ — $ — $ — $ — 12 Third party growers $ 268 $ — $ 105 $ — $ — $ — $ — $ — $ — 23 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 13. 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. Refer to Note 8 - Other Assets. The Company recorded capital contributions, purchased water and water delivery services and had water payments due to the mutual water companies and districts. (4) Yuma Mesa Irrigation and Drainage District (“YMIDD”) - The Company has representation on the board of directors of YMIDD. The Company purchased water from YMIDD and had no amounts payable to them for such purchases. Additionally, the Company received fallowing revenue from YMIDD and had a receivable outstanding. (5) FGF Trapani (“FGF”) - FGF is a 49 % partner in the Trapani Fresh joint venture in Argentina, and the Company had a receivable from FGF for lemon sales and the sale of packing supplies and a payable due to FGF for fruit purchases and services. The Company records revenue and receivables related to the licensing of intangible assets to FGF. The Company leases the Santa Clara ranch to FGF, and records rental revenue related to the leased land. 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. Refer to Note 5 - Real Estate Development. (7) Principal owner - The Company has one principal owner with ownership shares over 10% and paid dividends to such owner through the first quarter of fiscal year 2026. (8) Rosales - The Company has an equity interest in Rosales as noted in Note 6 - Equity in Investments. The Company recognized lemon and orange sales to Rosales and procured lemons and oranges from Rosales. The Company had no amounts due from Rosales for such sales and had amounts due to Rosales for such purchases. The Company has a receivable from the principal owner of Rosales who owns 53 % of Rosales and 10 % of PDA for a tax liability related to the PDA asset sale. (9) Limco Del Mar, Ltd. (“Del Mar”) - The Company has an interest in Del Mar as a general partner and as a limited partner. 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 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. (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. 14. Income Taxes 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 July 31, 2026. 24 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 15. Commitments and Contingencies The Company is from time to time involved in various lawsuits and legal proceedings that arise in the ordinary course of business. At this time, the Company is not aware of any pending or threatened litigation against it that it expects will have a material adverse effect on its business, financial condition, liquidity or operating results. Legal claims are inherently uncertain, however, and it is possible that the Company’s business, financial condition, liquidity and/or operating results could be adversely affected in the future by legal proceedings. 16. Stock-based Compensation The Company has a stock-based compensation plan (the “Stock Plan”) that allows for the grant of restricted common stock of the Company to members of management, key executives and non-employee directors. The fair value of such awards is based on the fair value of the Company’s common stock on the date of grant, and all are classified as equity awards. Management Awards Certain time-based restricted stock grants are made to management under the Stock Plan and generally vest over a three-year period as service is provided. During November 2025, 33,885 shares of restricted stock with a per share price of $ 13.28 were granted to management. The related compensation expense of $ 450,000 will be recognized over three years as the shares vest. During January 2026, 8,812 shares of restricted stock with a per share price of $ 14.60 were granted to management. The related compensation expense of $ 129,000 will be recognized over three years as the shares vest. In November 2025 and January 2026, the Company entered into Performance Share-Based Award Agreements with members of management whereby the employees may be granted up to a maximum of 85,394 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period. Executive Awards Certain time-based restricted stock grants are made to key executives under the Stock Plan and generally vest over a three-year period as service is provided. In February 2026, the Company's Chief Financial Officer and Treasurer resigned from the Company. As a result, 31,248 nonvested shares were forfeited, and the Company reversed $ 128,000 of previously recognized stock-based compensation expense. During November 2025, 56,476 shares of restricted stock with a per share price of $ 13.28 were granted to key executives, of which 18,825 were forfeited in February 2026. The related compensation expense after forfeiture of $ 250,000 will be recognized over three years as the shares vest. In November 2025, the Company entered into Performance Share-Based Award Agreements with key executives whereby the executives may be granted up to a maximum of 112,952 shares of common stock in the future based on the achievement of certain long-term performance goals over a three-year period. In February 2026, the maximum number of shares of common stock that may be awarded to remaining key executives was reduced to 75,302 shares. Director Awards Certain time-based restricted stock grants are made on an annual basis to non-employee directors under the Stock Plan and generally vest after a one-year period as service is provided. During April 2026, 37,890 shares were granted as Director Awards with a per share price of $ 13.46 . Exchange of Common Stock During the 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. 25 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 17. Segment Information The Company operates in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. The reportable operating segments of the Company are strategic business units with different products and services, distribution processes and customer bases. The fresh lemons segment includes sales, growing and harvest costs and third-party grower and supplier costs related to fresh lemons. The lemon packing segment includes packing revenues and packing costs. Fresh lemons and lemon packing revenues relate to lemons grown on the Company’s orchards and lemons procured from third-party growers. The avocados segment includes sales, farming and harvest costs. The other agribusiness segment primarily includes sales, growing and harvest costs, brokered fruit costs of oranges and specialty citrus, wine grapes, fallowing revenue, shipping revenue and shipping costs, and included farm management in fiscal year 2025. During fiscal year 2025, the Company changed its presentation of fresh lemons and lemon packing revenue and costs to remove reference to intersegment revenue, intersegment costs and expenses and eliminations. The Company’s chief operating decision maker (“CODM”) is the chief executive officer. The Company’s CODM measures the operating performance of the Company’s operating segments and allocates resources based on its evaluation. Revenues and operating income or loss, excluding depreciation and amortization, are used to monitor budget versus actual results. The significant expense categories and amounts align with the segment-level information that is regularly provided to the Company’s CODM. No asset information is provided for reportable operating segments, as these specified amounts are not included in the measure of segment profit or loss reviewed by the Company’s CODM. The Company does not separately allocate depreciation and amortization to its fresh lemons, lemon packing, avocados and other agribusiness segments. The Company also does not allocate various gains or losses included in operating income or loss, selling, general and administrative expenses, total other income or expense and income taxes, or specifically identify them to its operating segments. 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, shipping, cold storage, custom packing and other packinghouse operational expenses. Other segment items for the other agribusiness segment are primarily shipping expenses. Other segment items in Corporate and Other include rental and operations expenses. Prior year information has been recast to conform to the current year presentation. Segment information for the three months ended July 31, 2026 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 17,864 $ 15,891 $ 8,029 $ 381 $ 42,165 $ 1,644 $ 43,809 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 5,248 — — 5,248 — 5,248 Packing supplies and fruit treatments — 3,758 — — 3,758 — 3,758 Harvest costs 2,210 — 1,306 — 3,516 — 3,516 Growing costs 1,360 — 4,065 239 5,664 — 5,664 Third party grower and supplier costs 12,926 — — — 12,926 — 12,926 Other segment items — 4,428 — — 4,428 871 5,299 Impairment of assets — — — — — 4,129 4,129 Loss and expected loss on disposal of assets, net — — — — — 335 335 Selling, general and administrative — — — — — 3,946 3,946 Total costs and expenses, excluding depreciation and amortization 16,496 13,434 5,371 239 35,540 9,281 44,821 Depreciation and amortization — — — — 1,712 236 1,948 Operating (loss) income $ 1,368 $ 2,457 $ 2,658 $ 142 $ 4,913 $ ( 7,873 ) $ ( 2,960 ) Total other expense ( 1,016 ) Loss before income tax benefit $ ( 3,976 ) 26 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 17. Segment Information (continued) Segment information for the three months ended July 31, 2025 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 19,630 $ 14,556 $ 8,488 $ 3,268 $ 45,942 $ 1,536 $ 47,478 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 6,008 — — 6,008 — 6,008 Packing supplies and fruit treatments — 3,801 — — 3,801 — 3,801 Harvest costs 2,815 — 1,073 21 3,909 — 3,909 Growing costs 1,480 — 2,660 ( 84 ) 4,056 — 4,056 Third party grower and supplier costs 16,510 — — 2,160 18,670 — 18,670 Other segment items — 2,915 — 449 3,364 913 4,277 Loss on disposal of assets, net — — — — — 15 15 Selling, general and administrative — — — — — 4,890 4,890 Total costs and expenses, excluding depreciation and amortization 20,805 12,724 3,733 2,546 39,808 5,818 45,626 Depreciation and amortization — — — — 2,242 240 2,482 Operating (loss) income $ ( 1,175 ) $ 1,832 $ 4,755 $ 722 $ 3,892 $ ( 4,522 ) $ ( 630 ) Total other expense ( 104 ) Loss before income tax provision $ ( 734 ) Segment information for the nine months ended July 31, 2026 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 37,094 $ 34,188 $ 8,302 $ 1,867 $ 81,451 $ 4,489 $ 85,940 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 13,354 — — 13,354 — 13,354 Packing supplies and fruit treatments — 8,257 — — 8,257 — 8,257 Harvest costs 4,219 — 1,359 115 5,693 — 5,693 Growing costs 4,856 — 4,251 1,113 10,220 — 10,220 Third party grower and supplier costs 29,868 — — 32 29,900 — 29,900 Other segment items — 10,570 — 24 10,594 2,615 13,209 Impairment of assets — — — — — 13,453 13,453 Loss and expected loss on disposal of assets, net — — — — — 8,229 8,229 Other operating income — — — — — ( 1,114 ) ( 1,114 ) Selling, general and administrative — — — — — 13,824 13,824 Total costs and expenses, excluding depreciation and amortization 38,943 32,181 5,610 1,284 78,018 37,007 115,025 Depreciation and amortization — — — — 5,411 709 6,120 Operating (loss) income $ ( 1,849 ) $ 2,007 $ 2,692 $ 583 $ ( 1,978 ) $ ( 33,227 ) $ ( 35,205 ) Total other expense ( 8,385 ) Loss before income tax benefit $ ( 43,590 ) 27 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 17. Segment Information (continued) Segment information for the nine months ended July 31, 2025 is as follows (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 49,532 $ 40,219 $ 11,430 $ 11,195 $ 112,376 $ 4,526 $ 116,902 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 14,767 — — 14,767 — 14,767 Packing supplies and fruit treatments — 9,742 — — 9,742 — 9,742 Harvest costs 5,686 — 1,325 76 7,087 — 7,087 Growing costs 5,929 — 4,068 1,687 11,684 — 11,684 Third party grower and supplier costs 39,432 — — 6,028 45,460 — 45,460 Other segment items — 10,932 — 1,699 12,631 2,748 15,379 Gain on sales of water rights — — — — — ( 1,488 ) ( 1,488 ) Loss on disposal of assets, net — — — — — 27 27 Selling, general and administrative — — — — — 16,958 16,958 Total costs and expenses, excluding depreciation and amortization: 51,047 35,441 5,393 9,490 101,371 18,245 119,616 Depreciation and amortization — — — — 5,882 725 6,607 Operating (loss) income $ ( 1,515 ) $ 4,778 $ 6,037 $ 1,705 $ 5,123 $ ( 14,444 ) $ ( 9,321 ) Total other income 45 Loss before income tax benefit $ ( 9,276 ) 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 July 31, Nine Months Ended July 31, 2026 2025 2026 2025 Oranges $ — $ 1,696 $ 20 $ 4,838 Specialty citrus and wine grapes — 618 687 1,792 Farm management — 102 — 1,622 Other 381 852 1,160 2,943 Other agribusiness revenues $ 381 $ 3,268 $ 1,867 $ 11,195 18. Series B and Series B-2 Preferred Stock and Treasury Stock Series B and Series B-2 Preferred Stock In 1997, the Company designated 30,000 shares of Class B Preferred Stock as $ 8.75 Voting Preferred Stock, $ 100.00 Par Value, Series B (the “Series B Stock”). The holders of shares of Series B Stock are entitled to receive cumulative cash dividends at an annual rate of 8.75 % of par value. Such dividends are payable quarterly on the first day of January, April, July and October in each year. In 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”). The holder of shares of the Series B-2 Preferred Stock is entitled to receive cumulative cash dividends at an annual rate of 4 % of the liquidation value of $ 1,000 per share. Such dividends are payable quarterly on the first day of January, April, July and October in each year. On March 23, 2026, the Board of Directors paused regular cash dividends on the Company’s outstanding common stock, as well as dividends on the Series B Stock and Series B-2 Preferred Stock. As of 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 . 28 LIMONEIRA COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED) 18. Series B and Series B-2 Preferred Stock and Treasury Stock (continued) Treasury Stock Share Repurchase Program In March 2025, the Company’s Board of Directors approved a share repurchase program authorizing the Company to purchase up to $ 30,000,000 of its shares of outstanding common stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase any shares. No shares have been repurchased under this program as of July 31, 2026. 19. Insurance Proceeds 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. 20. Subsequent Events 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. 29