Alico Inc. (Nasdaq: ALCO) amends bylaws to set 5–11 director board

Rhea-AI Filing Summary

Alico, Inc. updated its corporate governance by approving a Third Amended and Restated set of bylaws. The main change adjusts the size range of the Board of Directors so that it may now consist of between five (5) and eleven (11) directors.

The Board approved the new bylaws on December 11, 2025, and they became effective immediately upon that approval. The complete text of the amended and restated bylaws is included as an exhibit to the report.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 8-K

_______________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): December 11, 2025

_______________________________________________________________________

ALICO, INC.

_______________________________________________________________________

(Exact name of registrant as specified in its charter)

_______________________________________________________________________

Florida

0-261

59-0906081

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10070 Daniels Interstate Court, Suite 200, Fort Myers, FL 33913

_______________________________________________________________________

(Address of principal executive offices)(Zip Code)

239-226-2000

_______________________________________________________________________

(Registrant’s telephone number, including area code)

Not Applicable

_______________________________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

_______________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. 230.425)
☐			Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14D-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

ALCO

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

5.03. Amendment to Articles of Incorporation or Bylaws.

On December 11, 2025, the Board of Directors (the “Board”) of Alico, Inc. (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws, which amend and restate the Company’s Second Amended and Restated

Bylaws. The Third Amended and Restated Bylaws revise the size range of the Board to provide that the Board shall consist of between five (5) and eleven (11) directors. The Third Amended and Restated Bylaws were adopted by the Board pursuant to the authority granted under the Company’s Restated Certificate of Incorporation and were effective upon approval by the Board.

The foregoing description of the Third Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Third Amended and Restated Bylaws of Alico, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: December 15, 2025			ALICO, INC.
			By:			/s/ Bradley Heine
						Bradley Heine
						Chief Financial Officer

FAQ

What governance change did Alico (ALCO) announce?

Alico (ALCO) approved a Third Amended and Restated set of bylaws

How did Alico (ALCO) change the size of its Board of Directors?

The updated bylaws state that Alico's Board of Directors shall consist of between five (5) and eleven (11) directors.

When did Alico’s amended bylaws become effective?

The Third Amended and Restated Bylaws were approved and became effective on December 11, 2025, upon approval by the Board of Directors.

Who approved the new bylaws for Alico (ALCO)?

The Board of Directors of Alico, Inc. approved and adopted the Third Amended and Restated Bylaws under authority granted by the company’s Restated Certificate of Incorporation.

Where can investors find the full text of Alico’s new bylaws?

The complete Third Amended and Restated Bylaws of Alico, Inc. are filed as Exhibit 3.1 and are incorporated by reference.

Does the 8-K filing for Alico (ALCO) include any financial statements?

The 8-K focuses on the bylaws amendment and related exhibits, including the full text of the new bylaws and the cover page interactive data file.