Material Impairments As previously disclosed by the Company in the Current Report on Form 8-K, as filed with the Commission on April 20, 2026, the Company determined on April 14, 2026 that, as a result of the Terminated Sale Transaction, it would recognize an impairment of property, plant and equipment to be recorded in the second quarter of fiscal year 2026, which was estimated to be approximately $9,300,000. On August 17, 2026, the Company determined that as a result of the transactions con…

Entry into a Material Definitive Agreement On August 15, 2026, Windfall Investors, LLC, a California limited liability company (the “ Seller ”) and a subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Paul Rusnak and his permitted assigns (the “ Buyer ”) pursuant to which the Seller agreed to sell five vineyard properties located in Paso Robles, California consisting of approximately 724 acres (the “ Properties ”). Th…

Termination of a Material Definitive Agreement On June 15, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) received written notice of termination from Peak Holdings, LLC (“ Peak Holdings ”) of the Purchase and Sale Agreement (the “ Purchase Agreement ”), dated as of April 14, 2026, between the Company and Peak Holdings. Pursuant to the Purchase Agreement, the Company agreed to sell to Peak Holdings an eighty-percent (…

Results of Operations and Financial Condition On June 9, 2026, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended April 30, 2026. A copy of the press release is furnished within this report as Exhibit 99.1.

Entry into a Material Definitive Agreement On April 14, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “ Company ”) entered into a Purchase and Sale Agreement (the “ Purchase Agreement ”) with Peak Holdings, LLC, a California limited liability company (the “ Buyer ”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso…

Material Impairments As a result of the transactions contemplated by the Purchase Agreement, we determined on April 14, 2026 that we will recognize an impairment of property, plant and equipment to be recorded in the second quarter of fiscal year 2026, which is currently estimated to be approximately $9,300,000.

Other Events On April 15, 2026, the Company issued a press release announcing the formation of NewCo in furtherance of the joint venture and the construction of the Facility. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Entry into a Material Definitive Agreement Limoneira Company, a Delaware corporation (the “ Company ”), and California Wood Recycling, Inc., a California corporation dba Agromin (“ Agromin ”), formed a special purpose entity, Agromin-Limoneira LLC, a California limited liability company (“ NewCo ”), for the purpose of facilitating a joint venture between the Company and Agromin for the design, construction and operation of an organics recycling facility on certain land owned by the Company in…

Results of Operations and Financial Condition On March 12, 2026, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended January 31, 2026. A copy of the press release is furnished within this report as Exhibit 99.1.

CFO — Mark Palamountain: Mr. Palamountain has transitioned to a consulting role, indicating his departure from the CFO position.

The company updated its incentive compensation arrangements for certain officers.

CFO and Treasurer — Mark Palamountain: Mark Palamountain resigned as CFO and Treasurer, but a successor was promptly appointed.

Results of Operations and Financial Condition On December 23, 2025, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended October 31, 2025. A copy of the press release is furnished within this report as Exhibit 99.1.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry into a Material Definitive Agreement On December 12, 2025, Limoneira Company, a Delaware corporation (the “ Company ”), entered into the Modification (the “ Modification ”) to the Master Loan Agreement (the “ MLA ”), dated June 26, 2025, between the Company and AgWest Farm Credit, PCA. The Modification makes the following amendments to the MLA: (i) Section 8.1.1 (Minimum Debt Service Coverage Ratio) is amended to provide that the Company will maintain a Minimum Debt Service Coverage Rat…

The filing describes changes to compensatory arrangements and award agreements, not a management change.

Entry into a Material Definitive Agreement On November 7, 2025, the Chilean subsidiaries of Limoneira Company (the “ Company ”), Fruticola Pan de Azucar S.A. (“ Azucar ”) and Agricola San Pablo SpA (“ San Pablo ” and together with Azucar, 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 ”) pursuant to which the Sellers sold, and the Buyer purchase…

Termination of a Material Definitive Agreement. As previously disclosed, on January 31, 2023, Limoneira Company (the “ Company ”) entered into a Grower Packing & Marketing Agreement (the “ GPMA ”) with PAI Centurion Citrus, LLC, a Delaware limited liability company (“ PAI ” and together with the Company, the “ Parties ” and each, a “ Party ”). The GPMA was further amended by that certain First Amendment to the GPMA, dated as of November 18, 2024. Under the terms of the GPMA, the Company provi…

Results of Operations and Financial Condition On September 9, 2025, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended July 31, 2025. A copy of the press release is furnished within this report as Exhibit 99.1.

Entry into a Material Definitive Agreement. On June 26, 2025, Limoneira Company (the “Company”) entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (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 Supple…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry Into a Material Definitive Agreement. On June 6, 2025, Limoneira Company, a Delaware corporation (the “ Company ”), and Sunkist Growers, Inc., a nonprofit marketing cooperative (“ Sunkist ”), entered into a Commercial Packinghouse License Agreement (the “ Packinghouse License Agreement ”), merging the Company’s citrus sales and marketing into Sunkist. Pursuant to the Packinghouse License Agreement, Sunkist grants to the Company permission to grade, label, pack, prepare for marketing by…

Results of Operations and Financial Condition On June 9, 2025, Limoneira Company (NASDAQ: LMNR) issued a press release announcing its financial results for the quarter ended April 30, 2025. A copy of the press release is furnished within this report as Exhibit 99.1.

Other Events On April 9, 2025, the Company issued a press release announcing that it received a $10,000,000 distribution from its 50%/50% real estate development joint venture with The Lewis Group of Companies. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.2 hereto and incorporated herein by reference.

Other Events On April 8, 2025, Limoneira Company, a Delaware corporation (the “Company”), issued a press release announcing entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation to expand their organic waste recycling program. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference.