false
0001342423
0001342423
2026-02-12
2026-02-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
February 12, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2026,
Mark Palamountain and Limoneira Company (the “Company”) entered into a consulting agreement (the “Consulting Agreement”),
pursuant to which Mr. Palamountain will provide strategic, financial, and transactional advisory consulting services (the “consulting
services”) to the Company beginning on February 16, 2026 and continuing for a three-month period. In consideration for the consulting
services, Mr. Palamountain will receive a monthly fee of $18,750 in arrears commencing on March 1, 2026. Additionally, Mr. Palamountain
is eligible to receive, in the discretion of the Board of Directors of the Company, up to $200,000 in additional compensation upon the
achievement of certain goals. Either party may terminate the Consulting Agreement upon thirty (30) days written notice.
The foregoing description
of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement, which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
| 10.1 |
Independent Contractor Consulting Services Agreement, by and between Limoneira Company and Mark Palamountain, dated February 12, 2026* |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(a)(5) of Regulation
S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule
or similar attachment to the SEC upon request.
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: February 12, 2026 |
LIMONEIRA COMPANY |
| |
|
| |
By: |
/s/ Harold S. Edwards |
| |
|
Harold S. Edwards |
| |
|
President and Chief Executive Officer |
