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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
October 20, 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 |
|
(Commission File Number) |
|
(I.R.S. Employer Identification |
| of incorporation) |
|
|
|
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 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on January 31, 2023,
Limoneira Company (the “Company”) entered into a Grower Packing & Marketing Agreement (the “GPMA”)
with PAI Centurion Citrus, LLC, a Delaware limited liability company (“PAI” and together with the Company, the “Parties”
and each, a “Party”). The GPMA was further amended by that certain First Amendment to the GPMA, dated as of November
18, 2024. Under the terms of the GPMA, the Company provided packing, marketing and selling services for lemons harvested on Northern
Properties for an initial term of five years.
The Parties mutually determined that it is in
their best interests to terminate the GPMA, and on October 20, 2025, the Parties executed a Termination and Release Agreement (the “Termination
Agreement”), to be effective as of October 13, 2025 (the “Effective Date”) whereby the GPMA is terminated
as of the Effective Date. The Termination Agreement provides that the Parties acknowledge and agree that PAI fully delivered the 2024/2025
lemon crop to the Company, and that all obligations of the parties under the GPMA with respect to any lemons harvested after the 2024/2025
lemon crop are terminated. Certain provisions of the Agreement relating to payments due to PAI for the 2024/2025 crop and costs payable
by PAI to the Company for the 2024/2025 crop shall survive termination. Each of PAI and the Company waived and released the other Party
from any and all claims, known or unknown arising from the Termination Agreement, other than the surviving obligations expressly set forth
therein.
The foregoing description of the Termination Agreement
is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated in this Item 1.02 by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 |
Termination Agreement and Mutual Release, by and between Limoneira Company and PAI Centurion Citrus, LLC, dated as of October 20, 2025 (and effective as of October 13, 2025). |
| 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: October 22, 2025 |
|
LIMONEIRA COMPANY |
| |
|
|
| |
By: |
/s/ Mark Palamountain |
| |
|
Mark Palamountain |
| |
|
Chief Financial Officer and Treasurer |
