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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
April 14, 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 1.01 | Entry into a Material Definitive Agreement |
On April 14, 2026, Windfall
Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “Company”) entered
into a Purchase and Sale Agreement (the “Purchase Agreement”) with Peak Holdings, LLC, a California limited liability
company (the “Buyer”) pursuant to which the Company will sell to the Buyer an eighty-percent (80%) undivided tenant-in-common
interest in the Company’s real estate parcels located in Paso Robles, California consisting of (i) 724 acres of land (the “Land”),
(ii) certain improvements and structures situated on the Land including, grape vines and related infrastructure, (iii) to the extent assignable
without cost by the Company, certain intangible property associated with the Land including, licenses, permits, development approvals
and plans, and (iv) all other rights, privileges, easements and appurtenances to the Land and improvements such as mineral rights, development
rights and air rights.
The aggregate purchase
price is $16,000,000, of which $10,000,000 is to be paid to the Company in cash and $6,000,000 is to be paid via promissory note delivered
by the Buyer to the Company and secured by a deed of trust. An amount equal to $500,000 in cash will be deposited by the Buyer in an escrow
account within three (3) business days after the execution of the Purchase Agreement as a refundable down payment (the “Deposit”).
The closing of the transaction is subject to a due diligence period which expires at the close of business on July 1, 2026 (the “Due
Diligence Contingency Period”). The Buyer may terminate the Purchase Agreement in its sole discretion until the closing of the
Due Diligence Contingency Period. At the end of the Due Diligence Contingency Period, the Deposit shall become non-refundable, with one-half
being immediately distributed to the Company in cash.
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 a result of the transactions
contemplated by the Purchase Agreement, we determined on April 14, 2026 that we will recognize an impairment of property, plant and equipment
to be recorded in the second quarter of fiscal year 2026, which is currently estimated to be approximately $9,300,000.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 10.1 | Purchase and Sale Agreement, dated as of April 14, 2026, by and between Windfall
Investors, LLC and Peak Holdings, LLC. |
| | 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: April 20, 2026 |
LIMONEIRA COMPANY |
| |
|
|
| |
By: |
/s/ Greg Hamm |
| |
|
Greg Hamm |
| |
|
Vice President, Chief Financial Officer and Treasurer |
