Limoneira CO — fact timeline

Limoneira CO entered into Purchase and Sale Agreement with Peak Holdings, LLC valued at $16,000,000 aggregate purchase price, $10,000,000 cash and $6,000,000 promissory note (effective 2026-04-14).

“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”

Limoneira CO announced a impairment with charges of approximately $9,300,000.

“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.”

Limoneira CO entered into Land Lease Agreement with Agromin-Limoneira LLC (effective 2026-04-14).

“ormed a special purpose entity, Agromin-Limoneira LLC, a California limited liability company (“ NewCo ”), for the purpose”

Limoneira CO entered into Revolving Line of Credit Agreement with Agromin-Limoneira LLC valued at $5,000,000 (effective 2026-04-14).

“on April 14, 2026, the Company and NewCo entered into a Revolving Line of Credit Agreement (the “ Loan Agreement ”) which provides financing to NewCo in the aggregate principal amount of up to $5,000,000”

Limoneira CO entered into Operating Agreement of Agromin-Limoneira LLC with California Wood Recycling, Inc. dba Agromin (effective 2026-04-14).

“on April 14, 2026, the Company entered into the Operating Agreement of Agromin-Limoneira LLC (the “ LLC Agreement ”) which provides for, among other things, the admittance of the Company and Agromin as 50% members of NewCo.”

Limoneira CO incurred credit facility of $115,000,000 comprised of $114,000,000 under the Revolving Credit Supplement and $1,000,000 under the Non-Revolving Cred with AgWest Farm Credit, PCA at initial interest rate in effect under the Revolving Credit Supplement is 6.600% maturing July 1, 2030.

“The MLA amends and restates the Master Loan Agreement between the Company and the Lender, dated March 27, 2024. The Supplements provide aggregate borrowing capacity of $115,000,000 comprised of $114,000,000 under the Revolving Credit Supplement and $1,000,000 under the Non-Revolving Credit Supplement. For amounts outstanding under both Supplements interest”

Limoneira CO: Amendment to Article TWENTY-SECOND of the Restated Certificate of Incorporation to extend exculpation protection to officers under Section 102(b)(7) of the Delaware General Corporation Law (effective 2024-03-26).

“The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on March 26, 2024.”

Limoneira CO shareholders approved Amendment of the Company’s Restated Certificate of Incorporation to Allow for the Exculpation of Officers at the 2024-03-26 meeting.

“Proposal 5: Amendment of the Company’s Restated Certificate of Incorporation to Allow for the Exculpation of Officers The following votes were cast with respect to approval of the amendment to the Company’s Restated Certificate of Incorporation: Shares Voted For Against Abstain Broker Non-Votes 10,109,578.03 1,635,298.80 153,441.81 3,246,160”

Limoneira CO shareholders approved Ratification of Selection of Independent Registered Public Accounting Firm at the 2024-03-26 meeting.

“Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm The following votes were cast with respect to the ratification of the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the Company to serve for the fiscal year ending October 31, 2024: Shares Voted For Against Abstain 15,056,798.50 43,150.15 44,530”

Limoneira CO shareholders approved Advisory Resolution on the Frequency of the Advisory Vote on Executive Compensation at the 2024-03-26 meeting.

“Proposal 3: Advisory Resolution on the Frequency of the Advisory Vote on Executive Compensation The following votes were cast with respect to the frequency with which the Company holds the advisory vote on compensation of named executive officers: Shares Voted One Year Two Years Three Years Abstain 11,080,352.03 48,562.81 567,604 201,799.80”

Limoneira CO shareholders approved Advisory Vote on Executive Compensation at the 2024-03-26 meeting.

“Proposal 2: Advisory Vote on Executive Compensation The following votes were cast with respect to the non-binding, advisory vote on compensation of the named executive officers, as disclosed in the Company’s proxy statement pursuant to Item 402 of Regulation S-K under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended: Shares Voted For Against Abstain Broker Non-Votes 9,824,405.05 1,551,798.80 522,114.80 3,246,160”

Limoneira CO shareholders approved Election of Directors at the 2024-03-26 meeting.

“Proposal 1: Election of Directors The following votes were cast with respect to the election of the following nominees as directors of the Company to hold office for a three-year term, ending at the 2027 Annual Meeting of Stockholders: Shares Voted For Withheld Broker Non-Votes Harold S. Edwards 11,382,333.31 515,985.35 3,246,160 Edgar A. Terry 7,423,881.31 4,474,437.35 3,246,160”

Limoneira CO reported the first quarter ended January 31, 2024 results: revenue $39.7 million, net income Net loss applicable to common stock, after preferred dividends, for the first quarter of fiscal year 2024 was $3.7 milli, EPS Net loss per diluted share for the first quarter of fiscal year 2024 was $0.21. Guidance reaffirmed.

“furnished within this report as Exhibit 99.1. --- EX-99.1 (EX-99.1) --- Limoneira Company Announces First Quarter Fiscal Year 2024 Financial Results Net Revenues Grew 5% to $39.7 Million in First Quarter of Fiscal Year 2024 Compared to Prior Year Strategic Shift Toward Higher Margin “Asset-Lighter” Business Model Reflected in First Quarter of Fiscal Year 2024”