Limoneira Co SEC Filings

Limoneira Company reported that its board of directors approved a new Form of Award Agreement for employees under the 2022 Omnibus Incentive Plan. This agreement covers grants of restricted shares of common stock, performance-based share awards, and performance-based compensation awards. It will replace the prior form of performance-based restricted share award agreement used under the same plan.

The updated agreement is intended to better align employee compensation with recent changes in Limoneira’s business model following the merger of its sales and marketing functions into Sunkist Growers, Inc. The full text of the new Form of Award Agreement is filed as Exhibit 10.1 to this report.

Limoneira Company (LMNR) reported that its EVP, CFO and Treasurer received a long-term incentive equity grant. On 11/17/2025, the executive was awarded 18,825 shares of common stock at a stated price of $0, reflecting a restricted stock award under the Limoneira Company 2022 Omnibus Incentive Plan approved by shareholders. After this grant, the executive beneficially owns 113,286 shares directly. This filing is a routine disclosure of insider equity compensation and does not describe any sale of shares.

Limoneira Company (LMNR) reported an insider equity award for its President and CEO, who also serves as a director. On 11/17/2025, the executive acquired 37,651 shares of common stock in a transaction reported at a price of $0, reflecting a long-term incentive restricted stock grant under the Limoneira Company 2022 Omnibus Incentive Plan, which was approved by shareholders. Following this grant, the executive beneficially owns 253,130 shares of Limoneira common stock in direct ownership.

Limoneira Company disclosed the sale of its Chilean agricultural properties to San Pedro, SpA for an aggregate purchase price of $14,967,190. The assets include 500 acres of lemons, 100 acres of oranges, and additional unplanted land with associated water rights. The transactions closed upon deed transfer concurrent with signing.

After a customary 60–90 day recording period in Chile, the Buyer will make an initial payment of $6,800,000. The remaining $8,167,190 will be paid in installments determined by the excess free cash flows of the combined sold properties and the Buyer’s Fruticola Bellavista SpA operations, measured annually as of March 31 until paid in full. Following the final balance payment, the Buyer will make an additional payment equal to 50% of the prior year’s balance payment. The Buyer’s obligations are secured by a pledge of its corporate equity interests in favor of the Sellers.

Limoneira (LMNR) CEO and Director Harold S. Edwards filed an amended Form 4 to correct a prior tax-withholding entry tied to restricted stock vesting. The amendment clarifies that 9,811 shares were withheld on 10/31/2025 at $14.13 per share, rather than the 16,798 shares previously reported on 11/04/2025. After the reported transaction, Edwards beneficially owns 215,479 shares directly. The transaction is coded F, indicating shares withheld to cover taxes.

Limoneira’s CFO Mark Palamountain filed a Form 4/A correcting an insider transaction. The amendment states that on 10/31/2025, 5,822 shares of common stock were withheld to cover taxes related to restricted stock vesting at a price of $14.13 per share (transaction code F). Following the update, he beneficially owns 94,461 shares directly.

The correction replaces a prior report that inadvertently listed 9,970 withheld shares. This filing adjusts the recorded tax withholding to the accurate amount while updating current holdings.

Limoneira (LMNR) disclosed an insider transaction by President and CEO (and Director) Harold S. Edwards. On 10/31/2025, he reported a transaction coded F, reflecting 16,798 common shares withheld at $14.13 to satisfy tax liabilities related to the vesting and distribution of restricted stock awards. Following this event, he beneficially owns 208,492 shares, held directly.

Limoneira (LMNR) disclosed a routine insider transaction by its EVP, CFO and Treasurer. On 10/31/2025, 9,970 shares of common stock were withheld to cover taxes related to the vesting and distribution of restricted stock awards (transaction code F) at $14.13 per share. Following this tax withholding, the reporting person directly owns 90,313 shares.

Limoneira Company (LMNR) reported the termination of its Grower Packing & Marketing Agreement (GPMA) with PAI Centurion Citrus, LLC. The parties executed a Termination and Release Agreement on October 20, 2025, effective as of October 13, 2025.

The filing states that PAI fully delivered the 2024/2025 lemon crop to Limoneira. All obligations under the GPMA for any lemons harvested after the 2024/2025 crop are terminated. Certain provisions related to payments due to PAI and costs payable by PAI to Limoneira for the 2024/2025 crop will survive termination.

Both parties provided mutual waivers and releases of claims, except for the surviving obligations expressly identified. The full Termination and Release Agreement is included as Exhibit 10.1.