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Paso Robles land sale with Limoneira (NASDAQ: LMNR) ends as Peak exits deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Limoneira Company, through its subsidiary Windfall Investors, LLC, reports that Peak Holdings, LLC has terminated their Purchase and Sale Agreement dated April 14, 2026. The agreement covered an eighty-percent undivided tenant-in-common interest in Limoneira’s Paso Robles, California real estate parcels.

Peak Holdings had deposited $500,000 in cash into escrow, which will be returned under its contractual right to terminate during the due diligence review period described in Section 5.5 of the Purchase Agreement. As a result, the planned sale of the Paso Robles interest will not proceed under this agreement.

Positive

  • None.

Negative

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Insights

Termination halts a planned Paso Robles asset sale, with escrow funds returned.

The company agreed to sell an eighty-percent undivided tenant-in-common interest in its Paso Robles, California real estate parcels to Peak Holdings, LLC. Peak exercised a contractual right to terminate the agreement during the due diligence review period, so the transaction will not close.

Peak’s $500,000 cash deposit, held in an escrow account, will be returned. The filing does not quantify the overall value of the intended sale, so the broader financial impact is unclear from this excerpt. Investors can later compare future disclosures to see if Limoneira pursues alternative transactions for these properties.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Escrow deposit $500,000 cash Deposit by Peak Holdings to secure the Paso Robles Purchase and Sale Agreement
Interest in Paso Robles parcels 80% undivided tenant-in-common interest Portion of Limoneira’s Paso Robles, California real estate subject to the terminated sale
Agreement date April 14, 2026 Date of the Purchase and Sale Agreement between Limoneira and Peak Holdings
Termination notice date June 15, 2026 Date Windfall Investors, LLC received written notice of termination from Peak Holdings
Purchase and Sale Agreement financial
"received written notice of termination from Peak Holdings, LLC ("Peak Holdings") of the Purchase and Sale Agreement"
A purchase and sale agreement is a legally binding contract that spells out exactly what is being bought or sold, the price, who must do what, the timeline, and any conditions that must be met before the deal closes — like a detailed recipe and checklist for a transaction. Investors care because this document determines when ownership or assets change hands, what risks or obligations remain, and which conditions (financing, approvals, inspections) could delay, alter, or void the deal and therefore affect a company’s value and stock price.
tenant-in-common interest financial
"sell to Peak Holdings an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels"
escrow account financial
"An amount equal to $500,000 in cash was deposited by Peak Holdings in an escrow account"
An escrow account is a neutral holding account run by an independent third party where cash, shares, or documents are kept until specific contract conditions are met — like a referee holding the ball until both teams agree the play is fair. Investors care because escrows reduce counterparty risk in deals (mergers, stock purchases, property transactions), ensuring payments or assets are released only when agreed terms are satisfied.
due diligence review period financial
"returned to Peak Holdings pursuant to its right to terminate the Purchase Agreement during the due diligence review period"
Section 5.5 regulatory
"during the due diligence review period, as set forth in Section 5.5 of the Purchase Agreement"
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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

 

June 15, 2026

Date of Report (date of earliest event reported)

 

Limoneira Company

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-34755   77-0260692
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

1141 Cummings Road

Santa Paula, CA 93060

(Address of Principal Executive Offices) (Zip Code) 

 

(805) 525-5541

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K 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 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 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 CFR 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, par value $0.01 per share LMNR

The NASDAQ Stock Market LLC

(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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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. ¨

 

 

 

 

 

 

Item 1.02Termination 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 (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California. An amount equal to $500,000 in cash was deposited by Peak Holdings in an escrow account and will be returned to Peak Holdings pursuant to its right to terminate the Purchase Agreement during the due diligence review period, as set forth in Section 5.5 of the Purchase Agreement.

 

Item 9.01Financial Statements and Exhibits

 

Exhibits

 

104Cover 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.

 

Dated: June 18, 2026 LIMONEIRA COMPANY
     
  By: /s/ Greg Hamm
    Greg Hamm
    Vice President, Chief Financial Officer and Treasurer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Limoneira Company (LMNR) report as terminated?

Limoneira reported that Peak Holdings, LLC terminated a Purchase and Sale Agreement covering an eighty-percent undivided tenant-in-common interest in Limoneira’s Paso Robles, California real estate parcels. The agreement, dated April 14, 2026, will no longer proceed to closing under the disclosed terms.

Who are the parties involved in Limoneira (LMNR) Paso Robles land agreement?

The parties are Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company, and Peak Holdings, LLC. Windfall Investors agreed to sell an eighty-percent tenant-in-common interest in Limoneira’s Paso Robles real estate parcels to Peak Holdings under the now-terminated agreement.

Why will Peak Holdings’ $500,000 escrow deposit be returned in the Limoneira (LMNR) deal?

Peak Holdings deposited $500,000 in cash into an escrow account under the Purchase and Sale Agreement. Because it terminated the agreement during the contractual due diligence review period under Section 5.5, the escrow funds will be returned to Peak Holdings as provided in the agreement.

What portion of Limoneira (LMNR) Paso Robles real estate was subject to the terminated sale?

The terminated agreement covered an eighty-percent undivided tenant-in-common interest in Limoneira’s real estate parcels located in Paso Robles, California. This structure means Peak Holdings would have held an 80% ownership interest alongside Limoneira’s remaining interest if the transaction had closed.

Does the Limoneira (LMNR) filing explain the reason for terminating the Paso Robles sale?

The filing states that Peak Holdings terminated the Purchase and Sale Agreement pursuant to its right to do so during the due diligence review period specified in Section 5.5. It does not provide any additional explanation or commentary on the reasons behind Peak Holdings’ decision.

What role does Windfall Investors, LLC play in the Limoneira (LMNR) transaction?

Windfall Investors, LLC is a California limited liability company and a subsidiary of Limoneira Company. It is the entity that received Peak Holdings’ written termination notice and is the seller of the eighty-percent tenant-in-common interest in the Paso Robles real estate parcels under the agreement.

Filing Exhibits & Attachments

3 documents

Other Documents