Limoneira revises employee equity awards to reflect Sunkist merger shift

Rhea-AI Filing Summary

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.

Insights

Corporate Governance and Compensation Analyst

New equity award form aligns compensation structure with updated business model; impact appears governance-focused and modest.

The Board of Limoneira Company approved a new Form of Award Agreement for employees under the 2022 Omnibus Incentive Plan on November 17, 2025. This single template now covers restricted stock, performance-based share awards, and performance-based cash or equity compensation, replacing the prior performance-based restricted share form. In simple terms, the company is updating the legal framework that governs how it grants and administers incentive awards.

The filing explicitly links the new agreement to recent changes in the business model following the merger of sales and marketing functions into Sunkist Growers, Inc.. That connection suggests the award form is structured to reflect new operating responsibilities, although detailed metrics, vesting schedules, or payout formulas are contained only in the attached Exhibit 10.1. The impact is mainly on how incentives can be tailored within the pre-approved 2022 Plan, not on creating new plan capacity.

Key items to watch are the specific performance conditions, forfeiture provisions, and any flexibility around performance-based compensation that the new form allows, all embedded in Exhibit 10.1. The practical effects should emerge over the next annual grant cycle and future award grants, as the company implements this form for employees whose roles changed after the Sunkist-related business model shift.

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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

November 17, 2025

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

1141 Cummings Road

Santa Paula, CA 93060

(Address of principal executive offices and 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

Form of Award Agreement

On November 17, 2025, the board of directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company”), approved a Form of Award Agreement for employees (the “Award Agreement”) with respect to the granting of restricted shares of the Company’s common stock, performance-based share awards, and performance-based compensation awards under the Limoneira Company 2022 Omnibus Incentive Plan (the “2022 Plan”). Going forward, the Award Agreement is designed to replace the existing Form of Performance-Based Restricted Share Award Agreement under the 2022 Plan, disclosed by the Company in its Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 2, 2023. The Award Agreement is intended to align the Company’s compensation program with recent changes in the Company’s business model due to the merger of the Company’s sales and marketing functions into Sunkist Growers, Inc. as disclosed in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 9, 2025.

The foregoing summary of the Award Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

10.1	Form of Award Agreement under the Limoneira Company 2022 Omnibus Incentive Plan.
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.

Dated: November 21, 2025	LIMONEIRA COMPANY
	By:	/s/ Mark Palamountain
		Mark Palamountain
		Chief Financial Officer and Treasurer

FAQ

What did Limoneira Company (LMNR) announce in this 8-K filing?

Limoneira Company announced that its board of directors approved a new Form of Award Agreement for employees under the 2022 Omnibus Incentive Plan, covering restricted shares, performance-based share awards, and performance-based compensation awards.

Which compensation plans are affected by Limoneira's new Form of Award Agreement?

The new Form of Award Agreement applies to restricted shares of common stock, performance-based share awards, and performance-based compensation awards granted under the Limoneira Company 2022 Omnibus Incentive Plan.

What prior agreement is being replaced by Limoneira's new award form?

The new Form of Award Agreement is designed to replace the existing Form of Performance-Based Restricted Share Award Agreement previously used under the 2022 Omnibus Incentive Plan.

Why did Limoneira update its employee award agreement?

Limoneira updated the agreement to align its compensation program with recent changes in its business model that resulted from merging its sales and marketing functions into Sunkist Growers, Inc.

Where can investors find the full text of Limoneira's new Form of Award Agreement?

The complete Form of Award Agreement is filed as Exhibit 10.1 to this report and is incorporated by reference.

Does this Limoneira 8-K filing disclose any financial results?

This report focuses on the approval of a new Form of Award Agreement under the 2022 Omnibus Incentive Plan and does not present earnings or revenue figures.