Limoneira (NASDAQ: LMNR) moves to sell Paso Robles vineyards
Rhea-AI Filing Summary
Limoneira Company, through its wholly owned subsidiary Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell its five Windfall Farms vineyard properties in Paso Robles, California, totaling approximately 724 acres, to a private buyer for an all-cash purchase price of $15,000,000 following a public auction. The transaction aligns with Limoneira’s stated strategy to monetize non-core real estate assets, enhance liquidity, reduce debt, and redeploy capital into higher-return agribusiness and real estate opportunities.
The buyer must provide an earnest money deposit equal to 12% of the purchase price, which becomes nonrefundable except in the case of a material default by the seller, and closing is scheduled to occur no later than mid-September 2026. Limoneira retains ownership of the 2026 crop and all growing crops as of closing, associated revenues and obligations, and post-closing access to farm and harvest through November 30, 2026. As a result of this sale and a previously terminated transaction, Limoneira expects to recognize an additional impairment charge of approximately $4,100,000 in the fourth quarter of fiscal 2026, bringing the aggregate impairment related to the property to approximately $13,400,000.
Positive
- Sale of non-core vineyard assets for $15,000,000 all cash supports balance sheet and capital redeployment.
- Company plans to use net sale proceeds to reduce debt and fund avocado acreage expansion and other strategic initiatives.
Negative
- Company expects an additional impairment charge of approximately $4,100,000, bringing total related impairment to about $13,400,000 in fiscal 2026.
- Property is sold on an “as is, where is, with all faults” basis with limited seller representations, concentrating risk allocation on the buyer but reflecting a discounted value versus prior expectations.
Filing Explained
The executed sale agreement removes financing and diligence conditions, but ownership transfer remains pending and the filing gives conflicting closing dates.
The filing reports that Limoneira’s subsidiary executed an agreement to sell the vineyard properties; the transaction is signed but not yet closed.
The buyer is not required to obtain financing or complete further due diligence, so the agreement does not leave those two conditions outstanding before closing.
The contract gives the buyer options regarding existing rental and property-management arrangements, while the seller bears specified termination obligations for agreements the buyer does not assume; seller representations are generally subject to a 3% purchase-price cap, and the buyer provides a broad release.
The agreement sets a closing deadline of September 14, 2026, while the attached press release says closing is expected September 15, 2026 and refers to customary closing conditions; completion therefore remains unresolved in this filing.
8-K Event Classification
Key Figures
Key Terms
impairment charge financial
earnest money deposit financial
Section 1031 tax-deferred exchange financial
as is, where is, with all faults financial
customary closing conditions financial
FAQ
What asset is Limoneira Company (LMNR) selling in this 8-K disclosure?
What is the sale price of Windfall Farms for Limoneira Company (LMNR)?
How will Limoneira Company (LMNR) use the proceeds from the Windfall Farms sale?
When is the Windfall Farms sale expected to close for Limoneira Company (LMNR)?
Does Limoneira Company (LMNR) retain any rights to the 2026 crop at Windfall Farms?
AI-generated analysis. How Rhea-AI works. Not financial advice.
United States
SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement |
On August 15, 2026, Windfall Investors, LLC, a California limited liability company (the “Seller”) and a subsidiary of Limoneira Company (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Paul Rusnak and his permitted assigns (the “Buyer”) pursuant to which the Seller agreed to sell five vineyard properties located in Paso Robles, California consisting of approximately 724 acres (the “Properties”). The sale is consistent with the Company's ongoing strategy to monetize non-core real estate assets and enhance liquidity. The Properties were previously the subject of a proposed sale transaction disclosed by the Company in the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission (the “Commission”) on April 20, 2026, which transaction was subsequently terminated (the “Terminated Sale Transaction”).
The aggregate purchase price for the Properties is $15,000,000. The Buyer is required to make an earnest money deposit equal to 12% of the purchase price, which becomes nonrefundable except in the case of a material default by the Seller. The Purchase Agreement was executed following a public auction conducted by Concierge Auctions, LLC. Closing is scheduled to occur no later than September 14, 2026 (“Closing”). The Purchase Agreement is not conditioned upon financing or further due diligence by the Buyer.
The Properties are operated as vineyards and managed by the Company. The Buyer elected the provision excluding the 2026 harvest from the transaction. As a result, (i) the 2026 crop and all growing crops existing as of the Closing remain the Seller’s property, (ii) the Seller retains all related revenues and obligations, and (iii) the Seller has post-Closing access rights to continue farming and harvesting operations through November 30, 2026. The Properties are subject to certain rental and property management agreements. The Buyer may elect to assume, renegotiate, or terminate such arrangements, with specified termination obligations borne by the Seller for agreements not assumed.
The Properties are being conveyed on an “as is, where is, with all faults” basis. The Seller representations and warranties are limited, with liability generally subject to a $25,000 threshold and a cap equal to 3% of the purchase price. The Buyer also provides a broad release of claims. The Purchase Agreement permits assignment by the Buyer to specified affiliates or family trusts and allows either party to structure the transaction as a Section 1031 tax-deferred exchange. The Purchase Agreement also contains customary provisions relating to title, casualty, condemnation, inspections, default remedies, electronic signatures and closing mechanics.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 which is incorporated herein by reference.
| Item 2.06 | Material Impairments |
As previously disclosed by the Company in the Current Report on Form 8-K, as filed with the Commission on April 20, 2026, the Company determined on April 14, 2026 that, as a result of the Terminated Sale Transaction, it would recognize an impairment of property, plant and equipment to be recorded in the second quarter of fiscal year 2026, which was estimated to be approximately $9,300,000. On August 17, 2026, the Company determined that as a result of the transactions contemplated by the Purchase Agreement, the Company expects to recognize an additional impairment charge of approximately $4,100,000 in the fourth quarter of fiscal year 2026, for an aggregate impairment of approximately $13,400,000.
| Item 8.01 | Other Events |
On August 17, 2026, the Company issued a press release announcing that it entered into the Purchase Agreement for the sale of the 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.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibits | ||
| 10.1 | Purchase and Sale Agreement, dated August 15, 2026, between Windfall Investors, LLC and Paul Rusnak and permitted assigns. | |
| 99.1 | Limoneira Company Press Release, dated August 17, 2026. | |
| 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: August 17, 2026 | LIMONEIRA COMPANY | |
| By: | /s/ Greg Hamm | |
| Greg Hamm | ||
| Vice President, Chief Financial Officer and Treasurer | ||
Exhibit 99.1
Limoneira Enters Agreement to Sell Windfall Farms Vineyard Property for $15 million All Cash via Public Auction
Sale Expected to Advance Limoneira’s Strategy to Monetize Non-Strategic Assets and Redeploy Capital Toward Higher-Return Operations
SANTA PAULA, Calif.-- (BUSINESS WIRE) – August 17, 2026 -- Limoneira Company (the “Company” or “Limoneira”) (Nasdaq: LMNR), a diversified lemon and avocado growing and lemon packing company with related agribusiness activities and real estate development operations, today announced its wholly owned subsidiary, Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell Windfall Farms, its approximately 724-acre vineyard property in Paso Robles, California, following a competitive public auction conducted by Concierge Auctions in cooperation with Sotheby’s International Realty. Bidding opened on August 5, 2026 and concluded on August 15, 2026. The property will be sold to a private buyer for $15 million all cash. The transaction is expected to close on September 15, 2026, subject to customary closing conditions.
The proposed sale of Windfall Farms is the latest step in Limoneira’s ongoing strategy to monetize non-strategic assets, strengthen its balance sheet, reduce debt, and redeploy capital into higher-return opportunities across its core agribusiness and real estate platforms. Limoneira pursued a public auction process for the property to help establish the property’s market-based value through open, competitive bidding. Net proceeds from the sale are expected to be used to reduce outstanding debt and fund avocado acreage expansion, as well as other capital allocation initiatives, consistent with the Company’s capital allocation priorities.
“The sale of Windfall Farms is part of our stated goal of selling non-strategic assets in order to enhance shareholder value,” said Harold Edwards, President and Chief Executive Officer of Limoneira Company. “We are pleased with the outcome of the auction process and look forward to using the proceeds to strengthen our balance sheet, reduce debt and support strategic growth initiatives.”
About Limoneira Company
Limoneira Company, a 133-year-old international agribusiness headquartered in Santa Paula, California, has become one of the premier integrated agribusinesses in the world. Limoneira (lē moñ âra) is a dedicated sustainability company with 7,000 acres of rich agricultural lands, real estate properties, and water rights in California, Arizona and Argentina. The Company is a leading producer of lemons and avocados that are enjoyed throughout the world. For more about Limoneira Company, visit www.limoneira.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Limoneira’s current expectations about future events and can be identified by terms such as “propose,” “could,” “expect,” “may,” “anticipate,” “outlook,” “plans,” “project,” “potential,” “believe,” “intend,” “should,” “will,” “likely,” “strive,” “estimate,” and similar expressions referring to future periods.
Limoneira believes the expectations reflected in the forward-looking statements are reasonable but cannot guarantee future results, level of activity, performance or achievements. Actual results may differ materially from those expressed or implied in the forward-looking statements. Therefore, Limoneira cautions you against relying on any of these forward-looking statements. Factors that may cause future outcomes to differ materially from those foreseen in forward-looking statements include, but are not limited to: success in executing the Company’s business plans and strategies, including that the proposed sale of Windfall Farms is subject to customary closing conditions and there can be no assurance that the transaction will be completed on the anticipated timeline or at all, the Company may not realize the anticipated benefits of the sale, the ongoing transition of the Company's lemon sales and marketing to Sunkist Growers Inc. and the earnings of the newly formed joint venture with Agromin and managing the risks involved in the foregoing; the ability of the transition to Sunkist to improve efficiency and reduce cost; changes in laws, regulations, rules, quotas, tariffs and import laws; weather conditions that affect production, transportation, storage, import and export of fresh produce; increased pressure from crop disease, insects and other pests; disruption of water supplies or changes in water allocations; disruption in the global supply chain; pricing and supply of raw materials and products; market responses to industry volume pressures; pricing and supply of energy; inability to pay debt obligations; ability to maintain compliance with debt covenants under our loan agreements or obtain modifications, waivers or deferrals of such covenants; changes in interest rates and the impact of inflation; availability of financing for land development activities; general economic conditions for residential and commercial real estate development; political changes and economic crises; international conflict; acts of terrorism; labor disruptions, strikes or work stoppages; government restrictions on land use; the impact of foreign exchange rate movements; loss of important intellectual property rights; and market and pricing risks due to concentrated ownership of stock. Other risks and uncertainties include, among others, those that are described in Limoneira’s SEC filings that are available on the SEC’s website at http://www.sec.gov. Limoneira undertakes no obligation to subsequently update or revise the forward-looking statements made in this press release, except as required by law.
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