Limoneira CO 8-K Filing

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share LMNR The NASDAQ Stock Mark
• $14,967,190 — cels for an aggregate purchase price of $14,967,190. The transactions closed upon transfer
• $6,800,000 — the Sellers in the aggregate amount of $6,800,000. The remainder of the Buyer's payment o
• $8,167,190 — obligations, in the aggregate amount of $8,167,190, will be made in installment payments t

Filing Documents

• tm2530989d1_8k.htm (8-K) — 28KB
• tm2530989d1_ex10-1.htm (EX-10.1) — 160KB
• tm2530989d1_ex10-2.htm (EX-10.2) — 204KB
• tm2530989d1_ex10-3.htm (EX-10.3) — 61KB
• tm2530989d1_ex10-4.htm (EX-10.4) — 60KB
• tm2530989d1_ex99-1.htm (EX-99.1) — 12KB
• tm2530989d1_ex99-1.jpg (GRAPHIC) — 3KB
• 0001104659-25-110919.txt ( ) — 812KB
• lmnr-20251107.xsd (EX-101.SCH) — 3KB
• lmnr-20251107_lab.xml (EX-101.LAB) — 33KB
• lmnr-20251107_pre.xml (EX-101.PRE) — 22KB
• tm2530989d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 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 purchased, certain real estate parcels consisting of a total of 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $14,967,190. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements. After a period of 60-90 days to record the transactions, which period is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6,800,000. The remainder of the Buyer's payment obligations, in the aggregate amount of $8,167,190, will be made in installment payments to the Sellers in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and the Buyer's citrus ranch operations, Fruticola Bellavista SpA, 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 to the Sellers, 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 foregoing description of the transactions contemplated by the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreements, which are attac

01 Other Events

Item 8.01 Other Events On November 13, 2025, the Company issued a press release announcing the sale of its Chilean properties. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibits 10.1 Purchase and Sale Agreement, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA. 10.2 Purchase and Sale Agreement, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A. and San Pedro, SpA. 10.3 Novation Contract, dated November 7, 2025 by and between Agricola San Pablo SpA and San Pedro, SpA 10.4 Novation Contract, dated November 7, 2025 by and between Fruticola Pan de Azucar S.A. and San Pedro, SpA 99.1 Press Release, dated November 13, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 13, 2025 LIMONEIRA COMPANY By: /s/ Mark Palamountain Mark Palamountain Chief Financial Officer and Treasurer

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