LMNR

Overview Limoneira Company, a Delaware corporation, is the successor to several businesses with operations in California since 1893. We are primarily an agribusiness company founded and based in Santa Paula, California, committed to responsibly using and managing our approximately 7,000 acres of land, water resources and other assets to maximize long-term stockholder value. Our current operations consist of fruit production and packing operations, rental operations, real estate and capital investment activities. We are one of California’s oldest lemon growers and according to the California Avocado Commission, we are one of the largest growers of avocados in the United States. In addition to growing lemons and avocados, we grow wine grapes. We have agricultural plantings throughout Ventura and San Luis Obispo Counties in California, Yuma County in Arizona and Jujuy, Argentina, which collectively consist of approximately 2,300 acres of lemons, 1,700 acres of avocados and 400 acres of wine grapes. We also operate our own packinghouses in Santa Paula, California and Yuma, Arizona, where we process and pack lemons that we grow, as well as lemons grown by others. We have a 51% interest in a joint venture, Trapani Fresh Consorcio de Cooperacion (“Trapani Fresh”), a lemon orchard in Argentina. We have a 47% interest in Rosales S.A. (“Rosales”), a citrus packing, marketing and sales business located near La Serena, Chile. We have a 90% interest in Fruticola Pan de Azucar S.A. (“PDA”) and a 100% interest in Agricola San Pablo, SpA (“San Pablo”). Through November 7, 2025, these entities owned lemon and orange orchards located near La Serena, Chile. Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own. Water for our farming operations is sourced from the existing water resources associated with our land, which includes rights to water in the adjudicated Santa Paula Basin (aquifer) and the un-adjudicated Fillmore and Paso Robles Basins (aquifers). We also use surface water in Arizona from the Colorado River through the Yuma Mesa Irrigation and Drainage District (“YMIDD”). We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina. For more than 100 years, we have been making strategic investments in California agriculture and real estate. We currently have an interest in three real estate development projects in California. These projects include multi-family housing, single-family homes and apartments of approximately 800 units in various stages of planning and development, as well as entitlement efforts related to Ventura County farmland. Business Division Summary We have three business divisions: agribusiness, rental operations and real estate development. The agribusiness division is comprised of four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness, which primarily includes oranges, specialty citrus and wine grapes. The agribusiness division includes our core operations of farming, harvesting and lemon packing operations. The rental operations division includes our residential and commercial rentals, leased land operations and organic recycling. The real estate development division includes our investments in real estate development projects. Generally, we see our Company as a land and farming company that generates annual cash flows to support our progress into diversified real estate development activities. Financial information and discussion of our four reportable segments are contained in the notes to the accompanying consolidated financial statements of this Quarterly Report. Agribusiness Summary In June 2025, Limoneira entered into a Commercial Packinghouse License Agreement (the “Sunkist Agreement”) with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. As of November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations. Prior to November 1, 2025, the Company marketed and sold citrus directly to food service, wholesale and retail customers throughout the United States, Canada, Asia and certain other international markets. We sell our avocados to third-party packinghouses and our wine grapes to wine producers. Historically, our agribusiness division has been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested. Cultural costs, also referred to as growing costs, in our agribusiness division tend to be higher in the first and second quarters and lower in the third and fourth quarters because of the timing of expensing cultural costs in the current year that were inventoried in the prior year. Our harvest costs generally increase in the second quarter and peak in the third quarter. In connection with the Sunkist Agreement, lemon revenues are expected to peak in the third and fourth quarters. 28 Fluctuations in price are a function of global supply and demand with weather conditions, such as unusually low temperatures, typically having the most dramatic effect on the amount of lemons supplied in any individual growing season. We believe we have a competitive advantage by maintaining our own lemon packing operations, even though a significant portion of the costs related to these operations are fixed. As a result, cost per carton is a function of fruit throughput. While we regularly monitor our costs for redundancies and opportunities for cost reductions, we also supplement the number of lemons we pack in our packinghouse with additional lemons procured from other growers. Because the fresh utilization rate for our lemons, or percentage of lemons we harvest and pack that are sold to the fresh market, is directly related to the quality of lemons we pack and, consequently, the price we receive per 40-pound box, we only pack lemons from other growers if we determine their lemons are of good quality. Our avocado plantings have been profitable and historically were pursued to diversify our product line. Since fiscal year 2023, we expanded our avocado production by 800 acres, and we plan to expand an additional 200 acres through fiscal year 2027. This 1,000-acre expansion reflects our strategy to capitalize on robust consumer demand trends for avocados. In addition to growing lemons and avocados, we grow wine grapes. We regularly monitor the demand for the fruit we grow in the current marketplace to identify trends. Rental Operations Summary Our rental operations include our residential and commercial rentals, leased land operations and organic recycling. Our residential and commercial rentals generate cash flows that we use to partially fund the operating costs of our business. In addition, our leased land business provides us with a profitable method to diversify the use of our land. Revenue from rental operations is generally level throughout the year. Real Estate Development Summary We invest in real estate investment projects and recognize that long-term strategies are required for successful real estate development activities. For real estate development projects and joint ventures, it is not unusual for the timing and amounts of revenues and costs, partner contributions and distributions, project loans, other financing assumptions and project cash flows to be impacted by government approvals, project revenue and cost estimates and assumptions, economic conditions, financing sources and product demand as well as other factors. Such factors could affect our results of operations, cash flows and liquidity. Water and Mineral Rights Our water resources include water rights, usage rights and pumping rights to the water in aquifers under, and canals that run through, the land we own. We believe we have adequate supplies of water for our agribusiness segments as well as our rental and real estate development activities. Water for our farming operations located in Ventura County, California is sourced from the existing water resources associated with our land, which includes approximately 8,500 acre-feet of water rights in the adjudicated Santa Paula Basin (aquifer) and additional rights in the un-adjudicated Fillmore Basin (aquifer). Our Windfall Farms property located in San Luis Obispo County, California obtains water from wells that derive water from the Paso Robles Basin (aquifer). Our farming operations in Yuma, Arizona source water from the Colorado River through the YMIDD, where we have access to approximately 11,500 acre-feet of Class 3 Colorado River water rights. We use ground water provided by wells and surface water for our Trapani Fresh farming operations in Argentina. Southern California is experiencing above average precipitation for the 2025 to 2026 rainfall season. As of April 30, 2026, Ventura County was free from general drought conditions. We continue to assess the impact drought conditions may have on our California orchards. In August 2025, the U.S. Bureau of Reclamation announced that Lake Mead will continue to operate in a Tier 1 shortage in 2026, which requires Arizona to forfeit approximately 18% of the state’s yearly allotment of water from Lake Mead. In response to this and prior years’ water shortages, we entered into fallowing agreements during fiscal years 2022 and 2023 and in February 2025, extended an existing fallowing agreement through calendar year 2026. In April 2026, we made a decision to remove all of our remaining lemon orchards in Yuma, Arizona. This decision aligns with our strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops. We continue to assess the impact these ongoing water reductions may have on our Arizona orchards. 29 Recent Developments On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative, effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower lemons, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. As of November 1, 2025, Sunkist performs the Company’s lemon sales and marketing operations. On November 7, 2025, our Chilean subsidiaries, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”), to sell certain real estate parcels consisting of approximately 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $15.0 million. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements. After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer made an initial payment to the Sellers in the aggregate amount of $6.8 million, of which approximately $0.7 million is deferred until certain requirements have been fulfilled. The remainder of the Buyer’s payment obligations, in the aggregate amount of $8.2 million, will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment, in an amount equal to 50% of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers. The Company recorded an immaterial gain on the disposal of assets. On March 23, 2026, the Board of Directors (the “Board”) paused regular cash dividends on our outstanding common stock, as well as dividends on our Series B Stock and Series B-2 Preferred Stock, to support strategic capital investments, including transitioning a portion of our agricultural lands to higher-value avocado production and developing new housing. The Board will monitor the incremental increases in cash flow to the Company attributable to these strategic capital investments and expects to resume dividends aligned with historical practice as soon as the Board deems it prudent to do so. On April 14, 2026, the Company and California Wood Recycling, Inc., a California corporation dba Agromin (“Agromin”), entered into the Operating Agreement of Agromin-Limoneira LLC (“Agro-Limo”), which was formed for the purpose of facilitating a 50%/50% joint venture between the Company and Agromin to design, construct and operate an organics recycling facility on land owned by the Company in Ventura County. Such facility is expected to be operational by the second half of fiscal year 2027 and the Company will lease the site to Agro-Limo and provide certain interim financing. On April 14, 2026, our subsidiary, Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell an 80% undivided tenant-in-common interest in our Windfall Farms property located in Paso Robles, California, consisting of approximately 724 acres of land, including approximately 400 acres of wine grapes and related improvements and infrastructure. The aggregate purchase price is $16.0 million, consisting of $10.0 million in cash and a $6.0 million promissory note secured by a deed of trust. As a result of the pending transactions contemplated by such Purchase and Sale Agreement, we recorded an impairment of $9.3 million on the property, plant and equipment and an expected loss on disposal of $0.9 million related to expected transaction costs in the second quarter of fiscal year 2026. The assets are classified as held for sale as of April 30, 2026 and the transaction is expected to close in the fourth quarter of fiscal year 2026. In April 2026, we made the decision to cease citrus farming operations on the remaining 600 lemon acres located at our Associated Citrus Packers property in Yuma, Arizona. This decision aligns with our strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops. As a result, we recorded a loss on disposal of assets of $7.2 million in the second quarter of fiscal year 2026. 30 Results of Operations The following table shows the results of operations (in thousands): Three Months Ended April 30, Six Months Ended April 30, 2026 2025 2026 2025 Net revenues: Agribusiness $ 22,530 $ 33,582 $ 39,286 $ 66,434 Other operations 1,396 1,537 2,845 2,990 Total net revenues 23,926 35,119 42,131 69,424 Costs and expenses: Agribusiness 23,158 31,704 46,177 65,203 Other operations 1,011 1,009 2,082 2,180 Impairment of assets 9,324 — 9,324 — Gain on sales of water rights — — — (1,488) Loss and expected loss on disposal of assets, net 7,821 18 7,894 12 Other operating income (1,114) — (1,114) — Selling, general and administrative 5,420 5,733 10,013 12,208 Total costs and expenses 45,620 38,464 74,376 78,115 Operating (loss) income: Agribusiness (628) 1,878 (6,891) 1,231 Other operations 385 528 763 810 Impairment of assets (9,324) — (9,324) — Gain on sales of water rights — — — 1,488 Loss and expected loss on disposal of assets, net (7,821) (18) (7,894) (12) Other operating income 1,114 — 1,114 — Selling, general and administrative (5,420) (5,733) (10,013) (12,208) Operating loss (21,694) (3,345) (32,245) (8,691) Other (expense) income: Interest income 116 13 124 28 Interest expense, net of patronage dividends (560) (228) (1,339) (488) Equity in (losses) earnings of investments, net (387) 491 (211) 593 Other (expense) income, net (5,080) 5 (5,943) 16 Total other (expense) income (5,911) 281 (7,369) 149 Loss before income tax benefit (provision) (27,605) (3,064) (39,614) (8,542) Income tax benefit (provision) 5,281 (301) 7,977 2,106 Net loss (22,324) (3,365) (31,637) (6,436) Net loss attributable to noncontrolling interests, net 904 4 790 1 Net loss attributable to Limoneira Company $ (21,420) $ (3,361) $ (30,847) $ (6,435) 31 Non-GAAP Financial Measures Due to significant depreciable assets associated with the nature of our operations and interest costs associated with our capital structure, management believes that earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA, which excludes stock-based compensation, impairment of assets, loss and expected loss on disposal of assets, net, and foreign currency losses, are important measures to evaluate our results of operations between periods on a more comparable basis. Beginning in fiscal year 2026, adjusted EBITDA excludes foreign currency losses, as management believes this is a better representation of cash generated by operations. Foreign currency losses were immaterial in fiscal year 2025 and, therefore, were not separately adjusted. Such measurements are not prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and should not be construed as an alternative to reported results determined in accordance with GAAP. The non-GAAP information provided is unique to us and may not be consistent with methodologies used by other companies. EBITDA and adjusted EBITDA are summarized and reconciled to net loss attributable to Limoneira Company, which management considers to be the most directly comparable financial measure calculated and presented in accordance with GAAP, as follows (in thousands): Three Months Ended April 30, Six Months Ended April 30, 2026 2025 2026 2025 Net loss attributable to Limoneira Company $ (21,420) $ (3,361) $ (30,847) $ (6,435) Interest income (116) (13) (124) (28) Interest expense, net of patronage dividends 560 228 1,339 488 Income tax (benefit) provision (5,281) 301 (7,977) (2,106) Depreciation and amortization 2,014 2,109 4,172 4,125 EBITDA $ (24,243) $ (736) $ (33,437) $ (3,956) Stock-based compensation 302 551 646 1,483 Impairment of assets 9,324 — 9,324 — Loss and expected loss on disposal of assets, net 7,821 18 7,894 12 Foreign currency losses 5,078 — 6,121 — Adjusted EBITDA $ (1,718) $ (167) $ (9,452) $ (2,461) Three Months Ended April 30, 2026 Compared to the Three Months Ended April 30, 2025 Revenues Total net revenues were $23.9 million for the three months ended April 30, 2026, compared to $35.1 million for the same period of fiscal year 2025. The 32% decrease of $11.2 million was primarily due to decreased agribusiness revenues from lemons, avocados and oranges as detailed below ($ in thousands): Three Months Ended April 30, 2026 2025 Change Lemons $ 21,851 $ 27,304 $ (5,453) (20)% Avocados 273 2,780 (2,507) (90)% Oranges 10 1,574 (1,564) (99)% Specialty citrus and wine grapes 9 671 (662) (99)% Farm management — 339 (339) (100)% Other 387 914 (527) (58)% Agribusiness revenues $ 22,530 $ 33,582 $ (11,052) (33)% 32 •Lemons: The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our partnership with Sunkist, which resulted in decreased volume of fresh lemon carton sales and brokered lemons and other lemon sales, partially offset by higher prices of fresh lemon carton sales. Fresh lemon carton sales were $17.1 million and $19.7 million on 1,028,000 and 1,357,000 cartons of lemons sold at average per carton prices of $16.63 and $14.52, for the second quarter of fiscal years 2026 and 2025, respectively. The decrease in fresh lemon carton volume was primarily related to a shift in our volume under the Sunkist Agreement from the first and second quarters and into our third and fourth quarters. Fresh lemon carton sales and per carton prices for the second quarter of fiscal year 2026 are net of the Sunkist marketing fee. Brokered lemons and other lemon sales were immaterial and $2.3 million for the second quarter of fiscal years 2026 and 2025, respectively, primarily due to the sale of our Chilean farms. Lemon revenue included pack handling revenue of $4.4 million and $4.7 million and lemon by-product sales of $0.3 million and $0.6 million for the second quarter of fiscal years 2026 and 2025, respectively. •Avocados: The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume related to harvest timing and lower prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. We sold 285,000 and 1,232,000 pounds of avocados at average per pound prices of $0.96 and $2.26, for the second quarter of fiscal years 2026 and 2025, respectively. •Oranges: The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily related to the transition of our citrus brokerage operations to Sunkist. •Specialty citrus and wine grapes: The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased specialty citrus sales related to the transition of our citrus brokerage operations to Sunkist. •Farm management: Farm management revenue for the second quarter of fiscal year 2025 was comprised primarily of farming, management and operations services provided to the Northern Properties prior to the termination of the agreement effective March 31, 2025. No farm management services were provided during the second quarter of fiscal year 2026. •Other: Other revenue, comprised primarily of fallowing and shipping, decreased for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, primarily due to decreased shipping revenue. The Company no longer provides shipping services under the Sunkist Agreement. Other operations revenue was $1.4 million for the second quarter of fiscal year 2026, compared to $1.5 million for the same period of fiscal year 2025. Costs and Expenses Total costs and expenses were $45.6 million for the three months ended April 30, 2026, compared to $38.5 million for the same period of fiscal year 2025. The 19% increase of $7.1 million was primarily due to an impairment of Windfall Farms property assets and loss on disposal of the lemon orchards in Yuma, Arizona, partially offset by a decrease in agribusiness costs and expenses, an increase in other operating income, and a decrease in selling, general and administrative expenses. Agribusiness costs and expenses are detailed below ($ in thousands): Three Months Ended April 30, 2026 2025 Change Packing costs $ 9,747 $ 12,126 $ (2,379) (20)% Harvest costs 1,010 1,357 (347) (26)% Growing costs 1,172 3,366 (2,194) (65)% Third-party grower and supplier costs 9,452 12,438 (2,986) (24)% Other costs — 551 (551) (100)% Depreciation and amortization 1,777 1,866 (89) (5)% Agribusiness costs and expenses $ 23,158 $ 31,704 $ (8,546) (27)% 33 •Packing costs: Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, shipping, cold storage and facility operating costs. We packed and sold 1,028,000 and 1,357,000 cartons of lemons at average per carton costs of $9.48 and $8.94, for the second quarter of fiscal years 2026 and 2025, respectively. The increase in per carton packing costs was primarily due to decreased volume and increased costs related to shipping and cold storage of lemons. Additionally, we incurred packinghouse repair costs in the first quarter of fiscal year 2026 and received insurance proceeds related to these costs in the second quarter of fiscal year 2026. •Harvest costs: The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of avocados harvested. •Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to the termination of the farm management agreement effective March 31, 2025 and farming operational decisions made in response to weather, harvest timing and crop conditions. •Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers. The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The decrease for the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of third-party grower fruit packed and sold, partially offset by higher prices of third-party grower fruit sold. We incurred costs for third-party grower fruit of $9.4 million and $10.1 million, for the second quarter of fiscal years 2026 and 2025, respectively. Of the 1,028,000 and 1,357,000 cartons of lemons packed and sold, 1,012,000 (98%) and 1,250,000 (92%) were procured from third-party growers at average per carton prices of $9.20 and $8.12, for the second quarter of fiscal years 2026 and 2025, respectively. Additionally, we incurred costs for brokered fruit of $0.1 million and $2.3 million, for the second quarter of fiscal years 2026 and 2025, respectively. •Other costs: The decrease in the second quarter of fiscal year 2026, compared to the same period of fiscal year 2025, was due to decreased freight costs. •Depreciation and amortization: Depreciation and amortization was $1.8 million in the second quarter of fiscal year 2026, compared to $1.9 million in the same period of fiscal year 2025. Other operations expenses for the second quarter of fiscal year 2026 were similar compared to the same period of fiscal year 2025 at $1.0 million. Impairment of assets was $9.3 million for the second quarter of fiscal year 2026, related to impairment of the Windfall Farms property assets. Loss and expected loss on disposal of assets, net was $7.8 million for the second quarter of fiscal year 2026, compared to an immaterial loss for the same period of fiscal year 2025. The increase was primarily due to the decision to remove all of our remaining lemon orchards in Yuma, Arizona. This decision aligns with the Company’s strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops. Other operating income was $1.1 million for the second quarter of fiscal year 2026, related to proceeds from the settlement of insurance claims. Selling, general and administrative costs and expenses were $5.4 million for the second quarter of fiscal year 2026, compared to $5.7 million for the same period of fiscal year 2025. The 5% decrease of $0.3 million was primarily due to: •$0.8 million net decrease in salaries, benefits, incentive compensation and other selling expenses, primarily related to transition of the Company’s sales and marketing function to Sunkist; •$1.1 million net decrease in other general and administrative expense; and •$1.6 million increase in allowance for foreign related-party receivables. 34 Other (Expense) Income Total other expense was $5.9 million for the second quarter of fiscal year 2026, compared to total other income of $0.3 million for the same period of fiscal year 2025. The increase in other expense of $6.2 million was primarily due to: •$5.1 million increase in other expense, primarily due to foreign exchange losses; •$0.9 million decrease in equity in earnings of investments, net, primarily due to Limoneira Lewis Community Builders, LLC (“LLCB”) losses; and •$0.3 million increase in interest expense, net of patronage dividends. Income Taxes We recorded an estimated income tax benefit of $5.3 million and provision of $0.3 million on pre-tax loss of $27.6 million and $3.1 million, for the second quarter of fiscal years 2026 and 2025, respectively. The tax benefit recorded for the second quarter of fiscal year 2026 differs from the U.S. federal statutory tax rate of 21.0% primarily due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries. As of April 30, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 19.0%. Net Loss Attributable to Noncontrolling Interests, Net Net loss attributable to noncontrolling interests, net for the second quarter of fiscal year 2026 represents 10% of PDA’s net loss, 49% of Trapani Fresh’s net loss and 45.1% of Del Mar’s net loss. Net loss attributable to noncontrolling interests, net for the second quarter of fiscal year 2025 represents 10% of PDA’s net income and 49% of Trapani Fresh’s net loss. Six Months Ended April 30, 2026 Compared to the Six Months Ended April 30, 2025 Revenues Total net revenues were $42.1 million for the six months ended April 30, 2026, compared to $69.4 million for the same period of fiscal year 2025. The 39% decrease of $27.3 million was primarily due to decreased agribusiness revenues from lemons, avocados, oranges, farm management and other as detailed below ($ in thousands): Six Months Ended April 30, 2026 2025 Change Lemons $ 37,527 $ 55,565 $ (18,038) (32)% Avocados 273 2,942 (2,669) (91)% Oranges 20 3,142 (3,122) (99)% Specialty citrus and wine grapes 694 1,174 (480) (41)% Farm management — 1,520 (1,520) (100)% Other 772 2,091 (1,319) (63)% Agribusiness revenues $ 39,286 $ 66,434 $ (27,148) (41)% •Lemons: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to our partnership with Sunkist, which resulted in decreased volume of fresh lemon carton sales and brokered lemons and other lemon sales, partially offset by higher prices of fresh lemon carton sales. Fresh lemon carton sales were $29.0 million and $40.9 million on 1,709,000 and 2,504,000 cartons of lemons sold at average per carton prices of $16.94 and $16.31, for the first six months of fiscal years 2026 and 2025, respectively. The decrease in fresh lemon carton volume was primarily related to a shift in our volume under the Sunkist Agreement from the first and second quarters and into our third and fourth quarters. Fresh lemon carton sales and per carton prices for the first six months of fiscal year 2026 are net of the Sunkist marketing fee. Brokered lemons and other lemon sales were $1.0 million and $4.6 million for the first six months of fiscal years 2026 and 2025, respectively, primarily due to the sale of our Chilean farms and the transition of our brokerage operations to Sunkist. Lemon revenue included pack handling revenue of $7.2 million and $9.2 million and lemon by-product sales of $0.3 million and $0.9 million for the first six months of fiscal years 2026 and 2025, respectively. 35 •Avocados: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume related to harvest timing and lower prices of avocados sold. The California avocado crop typically experiences alternating years of high and low production due to plant physiology. We sold 285,000 and 1,305,000 pounds of avocados at average per pound prices of $0.96 and $2.25, for the first six months of fiscal years 2026 and 2025, respectively. •Oranges: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was related to the sale of our Chilean farms and the transition of our citrus brokerage operations to Sunkist. •Specialty citrus and wine grapes: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased specialty citrus sales related to the transition of our citrus brokerage operations to Sunkist, partially offset by increased wine grape sales. •Farm management: Farm management revenue for the first six months of fiscal year 2025 was comprised primarily of farming, management and operations services provided to the Northern Properties prior to the termination of the agreement effective March 31, 2025. No farm management services were provided during the first six months of fiscal year 2026. •Other: Other revenue, comprised primarily of fallowing and shipping, decreased for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, primarily due to decreased shipping revenue. The Company no longer provides shipping services under the Sunkist Agreement. Other operations revenue was $2.8 million for the first six months of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025. The 5% decrease of $0.2 million was primarily due to decreased leased land revenue. Costs and Expenses Total costs and expenses were $74.4 million for the first six months of fiscal year 2026, compared to $78.1 million for the same period of fiscal year 2025. The 5% decrease of $3.7 million was primarily due to a decrease in agribusiness costs and expenses and a decrease in selling, general and administrative expenses plus other operating income, partially offset by impairment of the Windfall Farms property assets and loss on disposal of the lemon orchards in Yuma, Arizona in the first six months of fiscal year 2026, and by gains on sales of water rights in the first quarter of fiscal year 2025. Agribusiness costs and expenses are detailed below ($ in thousands): Six Months Ended April 30, 2026 2025 Change Packing costs $ 18,747 $ 22,717 $ (3,970) (17)% Harvest costs 2,177 3,178 (1,001) (31)% Growing costs 4,556 7,628 (3,072) (40)% Third-party grower and supplier costs 16,974 26,790 (9,816) (37)% Other costs 24 1,250 (1,226) (98)% Depreciation and amortization 3,699 3,640 59 2% Agribusiness costs and expenses $ 46,177 $ 65,203 $ (19,026) (29)% •Packing costs: Packing costs consist primarily of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, shipping, cold storage and facility operating costs. We packed and sold 1,709,000 and 2,504,000 cartons of lemons at average per carton costs of $10.97 and $9.07, for the first six months of fiscal years 2026 and 2025, respectively. The increase in per carton packing costs was primarily due to decreased volume and increased costs related to shipping and cold storage of lemons. •Harvest costs: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of avocados harvested. •Growing costs: Growing costs, also referred to as cultural costs, consist of orchard maintenance costs such as cultivation, fertilization and soil amendments, pest control, pruning and irrigation. The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to the termination of the farm management agreement effective March 31, 2025 and farming operational decisions made in response to weather, harvest timing and crop conditions. 36 •Third-party grower and supplier costs: We sell fruit that we grow and fruit that we procure from other growers and suppliers. The cost of procuring fruit from other growers and suppliers is referred to as third-party grower and supplier costs. The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was primarily due to decreased volume of third-party grower fruit packed and sold, partially offset by higher prices of third-party grower fruit sold. We incurred costs for third-party grower fruit of $16.4 million and $21.8 million, for the first six months of fiscal years 2026 and 2025, respectively. Of the 1,709,000 and 2,504,000 cartons of lemons packed and sold, 1,546,000 (90%) and 2,203,000 (88%) were procured from third-party growers at average per carton prices of $10.60 and $9.91, for the first six months of fiscal years 2026 and 2025, respectively. Additionally, we incurred costs for brokered fruit of $0.6 million and $5.0 million, for the first six months of fiscal years 2026 and 2025, respectively. •Other costs: The decrease for the first six months of fiscal year 2026, compared to the same period of fiscal year 2025, was due to decreased freight costs. •Depreciation and amortization: Depreciation and amortization was $3.7 million for the first six months of fiscal year 2026, compared to $3.6 million in the same period of fiscal year 2025. Other operations expenses were $2.1 million for the first six months of fiscal year 2026, compared to $2.2 million for the same period of fiscal year 2025. Impairment of assets was $9.3 million for the first six months of fiscal year 2026, due to impairment of the Windfall Farms property assets. There were no sales of water rights for the first six months of fiscal year 2026. Gain on sales of water rights was $1.5 million for the first six months of fiscal year 2025, due to three separate sale transactions of Santa Paula Basin water pumping rights. Loss and expected loss on disposal of assets, net was $7.9 million for the first six months of fiscal year 2026, compared to an immaterial loss for the same period of fiscal year 2025. The increase was primarily due to our decision to remove all of our remaining lemon orchards in Yuma, Arizona. This decision aligns with the Company’s strategic plan to monetize Class 3 Colorado River water rights by conserving water via crop substitution to low water use crops. Other operating income was $1.1 million for the first six months of fiscal year 2026, related to proceeds from the settlement of insurance claims. Selling, general and administrative costs and expenses were $10.0 million for the first six months of fiscal year 2026, compared to $12.2 million for the same period of fiscal year 2025. The 18% decrease of $2.2 million was primarily due to: •$2.9 million net decrease in salaries, benefits, incentive compensation and other selling expenses, primarily related to transition of the Company’s sales and marketing function to Sunkist; •$0.9 million net decrease in other general and administrative expenses; and •$1.6 million increase in allowance for foreign related-party receivables. Other (Expense) Income Total other expense was $7.4 million for the first six months of fiscal year 2026, compared to total other income of $0.1 million for the same period of fiscal year 2025. The increase in other expense of $7.5 million was primarily due to: •$6.0 million increase of other expense, primarily due to foreign exchange losses; •$0.8 million increase of interest expense, net of patronage dividends; and •$0.8 million decrease of equity in earnings of investments, net, primarily due to LLCB’s losses. Income Taxes We recorded an estimated income tax benefit of $8.0 million and $2.1 million on pre-tax loss of $39.6 million and $8.5 million, for the first six months of fiscal years 2026 and 2025, respectively. The tax benefit recorded for the first six months of fiscal year 2026 differs from the U.S. federal statutory tax rate of 21.0% primarily due to foreign jurisdictions that are taxed at different rates, state taxes, tax impact of stock-based compensation, executive compensation, nondeductible tax items and valuation allowances on certain deferred tax assets of foreign subsidiaries. As of April 30, 2026, our projected annual effective blended tax rate for fiscal year 2026, excluding discrete items, is approximately 19.0%. 37 Net Loss Attributable to Noncontrolling Interests, Net Net loss attributable to noncontrolling interests, net for the first six months of fiscal year 2026 represents 10% of PDA’s net income, 49% of Trapani Fresh’s net loss and 45.1% of Del Mar’s net loss. Net loss attributable to noncontrolling interests, net for the first six months of fiscal year 2025 represents 10% of PDA’s net income and 49% of Trapani Fresh’s net loss. Segment Results of Operations We operate in four reportable operating segments: fresh lemons, lemon packing, avocados and other agribusiness. Our reportable operating segments are strategic business units with different products and services, distribution processes and customer bases. We evaluate the performance of our operating segments separately to monitor the different factors affecting financial results. Each segment is subject to review and evaluations related to current market conditions, market opportunities and available resources. During fiscal year 2025, the Company changed its presentation of fresh lemons and lemon packing revenue and costs to remove reference to intersegment revenue and costs and eliminations. Prior year information has been recast to conform to the current year presentation. The Company adopted ASU 2023-07 as of fiscal year 2025 and, as a result, expanded its segment information to include significant segment expenses and other segment items. See Note 17 - Segment Information for additional information regarding our operating segments. Three Months Ended April 30, 2026 Compared to the Three Months Ended April 30, 2025 The following table shows the segment results of operations for the three months ended April 30, 2026 (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 10,512 $ 11,339 $ 273 $ 406 $ 22,530 $ 1,396 $ 23,926 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 4,305 — — 4,305 — 4,305 Packing supplies and fruit treatments — 2,452 — — 2,452 — 2,452 Harvest costs 1,011 — 53 (54) 1,010 — 1,010 Growing costs 948 — 157 67 1,172 — 1,172 Third party grower and supplier costs 9,450 — — 2 9,452 — 9,452 Other segment items — 2,990 — — 2,990 841 3,831 Impairment of assets — — — — — 9,324 9,324 Loss and expected loss on disposal of assets, net — — — — — 7,821 7,821 Other operating income — — — — — (1,114) (1,114) Selling, general and administrative — — — — — 5,353 5,353 Total costs and expenses, excluding depreciation and amortization 11,409 9,747 210 15 21,381 22,225 43,606 Depreciation and amortization — — — — 1,777 237 2,014 Operating (loss) income $ (897) $ 1,592 $ 63 $ 391 $ (628) $ (21,066) $ (21,694) 38 The following table shows the segment results of operations for the three months ended April 30, 2025 (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 13,456 $ 13,848 $ 2,780 $ 3,498 $ 33,582 $ 1,537 $ 35,119 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 4,544 — — 4,544 — 4,544 Packing supplies and fruit treatments — 2,830 — — 2,830 — 2,830 Harvest costs 1,110 — 237 10 1,357 — 1,357 Growing costs 1,523 — 1,386 457 3,366 — 3,366 Third party grower and supplier costs 10,450 — — 1,988 12,438 — 12,438 Other segment items — 4,752 — 551 5,303 835 6,138 Loss on disposal of assets, net — — — — — 18 18 Selling, general and administrative — — — — — 5,664 5,664 Total costs and expenses, excluding depreciation and amortization 13,083 12,126 1,623 3,006 29,838 6,517 36,355 Depreciation and amortization — — — — 1,866 243 2,109 Operating (loss) income $ 373 $ 1,722 $ 1,157 $ 492 $ 1,878 $ (5,223) $ (3,345) The following analysis should be read in conjunction with the previous section “Results of Operations.” Fresh Lemons Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue. Our fresh lemons segment total net revenues were $10.5 million for the second quarter of fiscal year 2026, compared to $13.5 million for the same period of fiscal year 2025. The 22% decrease of $3.0 million was primarily due to: •Brokered lemons and other lemon sales decrease of $2.3 million; •Lemon by-products sales net of pack charge decrease of $0.5 million; and •Fresh carton sales net of pack charge decrease of $0.2 million. Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers. Our fresh lemons segment costs and expenses were $11.4 million for the second quarter of fiscal year 2026, compared to $13.1 million for the same period of fiscal year 2025. The 13% decrease of $1.7 million was primarily due to: •Third-party grower and supplier costs decrease of $1.0 million; •Growing costs decrease of $0.6 million; and •Harvest costs decrease of $0.1 million. Lemon Packing Lemon packing segment revenue is comprised primarily of pack charge revenue and pack handling revenue. Our lemon packing segment total net revenues were $11.3 million for the second quarter of fiscal year 2026, compared to $13.8 million for the same period of fiscal year 2025. The 18% decrease of $2.5 million was primarily due to a decrease in cartons of lemons packed and sold. Costs and expenses associated with our lemon packing segment primarily consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, shipping, cold storage and facility operating costs. Our lemon packing costs and expenses were $9.7 million for the second quarter of fiscal year 2026, compared to $12.1 million for the same period of fiscal year 2025. The 20% decrease of $2.4 million was primarily due to: •Other segment items decrease of $1.8 million, primarily due to insurance proceeds received in the second quarter for costs incurred during the first quarter; •Packing supplies and fruit treatments decrease of $0.4 million; and •Labor and benefits decrease of $0.2 million. 39 Lemon packing segment operating income per carton sold was $1.55 for the second quarter of fiscal year 2026, compared to $1.27 for the same period of fiscal year 2025. Avocados Our avocados segment had revenues of $0.3 million for the second quarter of fiscal year 2026, compared to $2.8 million for the same period of fiscal year 2025. Costs and expenses associated with our avocados segment include growing and harvest costs. Our avocados segment costs and expenses were $0.2 million for the second quarter of fiscal year 2026, compared to $1.6 million for the same period of fiscal year 2025. The 87% decrease of $1.4 million was primarily due to: •Growing costs decrease of $1.2 million; and •Harvest costs decrease of $0.2 million. Other Agribusiness Our other agribusiness segment total net revenues were $0.4 million for the second quarter of fiscal year 2026, compared to $3.5 million for the same period of fiscal year 2025. The 88% decrease of $3.1 million was primarily due to: •Orange revenue decrease of $1.6 million; •Specialty citrus revenue decrease of $0.7 million; •Other revenue decrease of $0.5 million; and •Farm management revenue decrease of $0.3 million. Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs. Our other agribusiness costs and expenses were immaterial for the second quarter of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025. The decrease of $3.0 million was primarily due to: •Brokered fruit costs decrease of $2.0 million; •Shipping costs decrease of $0.5 million; •Growing costs decrease of $0.4 million; and •Harvest costs decrease of $0.1 million. Total agribusiness depreciation and amortization expenses were $1.8 million for the second quarter of fiscal year 2026, compared to $1.9 million for the same period of fiscal year 2025. Corporate and Other Our corporate and other operations revenues were $1.4 million for the second quarter of fiscal year 2026, compared to $1.5 million for the same period of fiscal year 2025. Costs and expenses in our corporate and other operations primarily include selling, general and administrative costs and expenses, and various gains and losses not allocated to the operating segments. Costs and expenses in our corporate and other operations were $22.2 million for the second quarter of fiscal year 2026, compared to $6.5 million for the same period of fiscal year 2025. Depreciation and amortization expenses in our corporate and other operations were $0.2 million for the second quarter of fiscal years 2026 and 2025. 40 Six Months Ended April 30, 2026 Compared to the Six Months Ended April 30, 2025 The following table shows the segment results of operations for the six months ended April 30, 2026 (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 19,230 $ 18,297 $ 273 $ 1,486 $ 39,286 $ 2,845 $ 42,131 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 8,106 — — 8,106 — 8,106 Packing supplies and fruit treatments — 4,499 — — 4,499 — 4,499 Harvest costs 2,009 — 53 115 2,177 — 2,177 Growing costs 3,496 — 186 874 4,556 — 4,556 Third party grower and supplier costs 16,942 — — 32 16,974 — 16,974 Other segment items — 6,142 — 24 6,166 1,744 7,910 Impairment of assets — — — — — 9,324 9,324 Loss and expected loss on disposal of assets, net — — — — — 7,894 7,894 Other operating income — — — — — (1,114) (1,114) Selling, general and administrative — — — — — 9,878 9,878 Total costs and expenses, excluding depreciation and amortization 22,447 18,747 239 1,045 42,478 27,726 70,204 Depreciation and amortization — — — — 3,699 473 4,172 Operating (loss) income $ (3,217) $ (450) $ 34 $ 441 $ (6,891) $ (25,354) $ (32,245) The following table shows the segment results of operations for the six months ended April 30, 2025 (in thousands): Fresh Lemons Lemon Packing Avocados Other Agribusiness Total Agribusiness Corporate and Other Total Revenues from external customers $ 29,902 $ 25,663 $ 2,942 $ 7,927 $ 66,434 $ 2,990 $ 69,424 Costs and expenses, excluding depreciation and amortization: Labor and benefits — 8,759 — — 8,759 — 8,759 Packing supplies and fruit treatments — 5,941 — — 5,941 — 5,941 Harvest costs 2,871 — 252 55 3,178 — 3,178 Growing costs 4,449 — 1,408 1,771 7,628 — 7,628 Third party grower and supplier costs 22,922 — — 3,868 26,790 — 26,790 Other segment items — 8,017 — 1,250 9,267 1,835 11,102 Gain on sales of water rights — — — — — (1,488) (1,488) Loss on disposal of assets, net — — — — — 12 12 Selling, general and administrative — — — — — 12,068 12,068 Total costs and expenses, excluding depreciation and amortization: 30,242 22,717 1,660 6,944 61,563 12,427 73,990 Depreciation and amortization — — — — 3,640 485 4,125 Operating (loss) income $ (340) $ 2,946 $ 1,282 $ 983 $ 1,231 $ (9,922) $ (8,691) The following analysis should be read in conjunction with the previous section “Results of Operations.” Fresh Lemons Fresh lemons segment revenue is comprised of sales of fresh lemons, lemon by-products, brokered lemons and other lemon revenue. Our fresh lemons segment total net revenues were $19.2 million for the first six months of fiscal year 2026, compared to $29.9 million for the same period of fiscal year 2025. The 36% decrease of $10.7 million was primarily due to: •Fresh carton sales net of pack charge decrease of $6.3 million; •Brokered lemons and other lemon sales decrease of $3.6 million; and •Lemon by-products sales net of pack charge decrease of $0.8 million. 41 Costs and expenses associated with our fresh lemons segment include growing costs, harvest costs and cost of lemons we procure from third-party growers and suppliers. Our fresh lemons segment costs and expenses were $22.4 million for the first six months of fiscal year 2026, compared to $30.2 million for the same period of fiscal year 2025. The 26% decrease of $7.8 million was primarily due to: •Third-party grower and supplier costs decrease of $6.0 million; •Growing costs decrease of $0.9 million; and •Harvest costs decrease of $0.9 million. Lemon Packing Lemon packing segment revenue is comprised primarily of pack charge revenue and pack handling revenue. Our lemon packing segment total net revenues were $18.3 million for the first six months of fiscal year 2026, compared to $25.7 million for the same period of fiscal year 2025. The 29% decrease of $7.4 million was primarily due to a decrease in cartons of lemons packed and sold. Costs and expenses associated with our lemon packing segment primarily consist of the costs to pack lemons for sale such as labor and benefits, cardboard cartons, fruit treatments, packing and shipping supplies, shipping, cold storage and facility operating costs. Our lemon packing costs and expenses were $18.7 million for the first six months of fiscal year 2026, compared to $22.7 million for the same period of fiscal year 2025. The 17% decrease of $4.0 million was primarily due to: •Other segment items decrease of $1.9 million; •Packing supplies and fruit treatments decrease of $1.4 million; and •Labor and benefits decrease of $0.7 million. Lemon packing segment operating loss per carton sold was $0.26 for the first six months of fiscal year 2026, compared to $1.18 operating income per carton sold for the same period of fiscal year 2025. Avocados Our avocados segment revenue was $0.3 million for the first six months of fiscal year 2026, compared to $2.9 million for the same period of fiscal year 2025. Costs and expenses associated with our avocados segment include growing and harvest costs. Our avocados segment costs and expenses were $0.2 million for the first six months of fiscal year 2026, compared to $1.7 million for the same period of fiscal year 2025. The 87% decrease of $1.5 million was primarily due to: •Growing costs decrease of $1.3 million; and •Harvest costs decrease of $0.2 million. Other Agribusiness Our other agribusiness segment total net revenues were $1.5 million for the first six months of fiscal year 2026, compared to $7.9 million for the same period of fiscal year 2025. The 81% decrease of $6.4 million was primarily due to: •Orange revenue decrease of $3.1 million; •Farm management revenue decrease of $1.5 million; •Other revenue decrease of $1.3 million; and •Specialty citrus and wine grape revenues decrease of $0.5 million. Costs and expenses associated with our other agribusiness segment include growing costs, harvest costs, brokered fruit costs and shipping costs. Our other agribusiness costs and expenses were $1.0 million for the first six months of fiscal year 2026, compared to $6.9 million for the same period of fiscal year 2025. The 85% decrease of $5.9 million was primarily due to: •Brokered fruit costs decrease of $3.9 million; •Shipping costs decrease of $1.2 million; •Growing costs decrease of $0.9 million; and •Harvest costs increase of $0.1 million. 42 Total agribusiness depreciation and amortization expenses were $3.7 million for the first six months of fiscal year 2026, compared to $3.6 million for the same period of fiscal year 2025. Corporate and Other Our corporate and other operations revenues were $2.8 million for the first six months of fiscal year 2026, compared to $3.0 million for the same period of fiscal year 2025. Costs and expenses in our corporate and other operations primarily include selling, general and administrative costs and expenses, and various gains and losses not allocated to the operating segments. Costs and expenses in our corporate and other operations were $27.7 million for the first six months of fiscal year 2026, compared to $12.4 million for the same period of fiscal year 2025. Depreciation and amortization expenses in our corporate and other operations were $0.5 million for the first six months of fiscal years 2026 and 2025. Seasonal Operations Historically, our agribusiness operations have been seasonal in nature, with quarterly revenues fluctuating depending on the timing and variety of crops being harvested. Cultural costs in our agribusiness tend to be higher for the first and second quarters and lower for the third and fourth quarters because of the timing of expensing cultural costs for the current year that were inventoried in the prior year. Our harvest costs generally increase for the second quarter and peak for the third quarter. In connection with the Sunkist Agreement, lemon revenues are expected to peak in the third and fourth quarters. Due to this seasonality, and to avoid the inference that interim results are indicative of the estimated results for a full fiscal year, we present supplemental information for 12-month periods ended at the interim date for the current and preceding years. 43 Results of Operations for the Trailing Twelve Months Ended April 30, 2026 and 2025 The following table shows the unaudited results of operations (in thousands): Trailing Twelve Months Ended April 30, 2026 2025 Net revenues: Agribusiness $ 126,537 $ 170,761 Other operations 5,893 5,829 Total net revenues 132,430 176,590 Costs and expenses: Agribusiness 135,784 150,460 Other operations 4,379 4,843 Impairment of assets 9,324 643 Gain on sales of water rights — (1,488) Loss and expected loss (gain) on disposal of assets, net 8,588 (378) Gain on remeasurement of previously held equity method investment (2,852) — Other operating income (1,114) — Selling, general and administrative 22,280 24,959 Total costs and expenses 176,389 179,039 Operating loss (43,959) (2,449) Other (expense) income: Interest income 158 110 Interest expense, net of patronage dividends (2,404) (891) Equity in (losses) earnings of investments, net (6) 2,316 Other (expense) income, net (5,866) 9 Total other (expense) income (8,118) 1,544 Loss before income tax benefit (provision) (52,077) (905) Income tax benefit (provision) 10,520 (1,235) Net loss (41,557) (2,140) Net loss attributable to noncontrolling interest, net 1,163 439 Net loss attributable to Limoneira Company $ (40,394) $ (1,701) The following analysis should be read in conjunction with the previous section “Results of Operations.” •Total net revenues decreased $44.2 million, primarily due to decreased lemon, avocado and farm management revenue. •Total costs and expenses decreased $2.7 million, primarily due to decreased agribusiness costs and selling, general and administrative expenses and the gain on remeasurement of previously held equity method investment, partially offset by increased impairment of assets and loss on disposal of assets. •Total other expense increased $9.7 million, primarily due to increased other expenses related to foreign exchange losses, decreased equity in earnings of investments related to LLCB and increased interest expense, net of patronage dividends. •Income tax benefit increased $11.8 million due to increased pre-tax loss of $51.2 million and the effects of estimated interim tax provisions. 44 Liquidity and Capital Resources Overview Our primary sources of liquidity are cash and cash flows generated from our operations, use of our revolving credit facility and equipment loan, sales of assets and distributions from our equity investments. Our liquidity and capital position fluctuate during the year depending on seasonal production cycles, weather events and demand for our products. We generally grow crops during our first and fourth fiscal quarters and harvest them during our second and third fiscal quarters. In connection with the Sunkist Agreement, we expect lemon revenues to be higher during our third and fourth fiscal quarters. To meet working capital demand and investment requirements of our agribusiness and real estate development projects and to supplement operating cash flows, we utilize our revolving credit facility to fund agricultural inputs until sufficient returns from crops allow us to repay amounts borrowed. Raw materials needed to propagate the various crops grown by us consist primarily of fertilizer, herbicides, insecticides, fuel and water, all of which are readily available from local sources. Material contractual obligations arising in the normal course of business consist primarily of purchase obligations under the Sunkist Agreement, long-term variable rate debt and related interest payments and operating and finance leases. See Note 10 - Long-Term Debt and Note 11 - Leases for amounts outstanding as of April 30, 2026 related to debt and leases. We believe that the cash flows from operations and available borrowing capacity from our existing credit facilities will be sufficient to satisfy our capital expenditures, debt service, working capital needs and other contractual obligations for the next 12 months. We believe our revenue generating operations, sales of assets, distributions from equity investments and credit facilities will generate sufficient cash needed to operate beyond the next 12 months. In addition, we have the ability to control a portion of our investing and financing cash flows to the extent necessary based on our liquidity demands. Cash Flows from Operating Activities Net cash used in operating activities was $16.2 million and $4.0 million for the six months ended April 30, 2026 and 2025, respectively. The significant components of our cash flows used in operating activities were as follows: •Net loss was $31.6 million and $6.4 million for the six months ended April 30, 2026 and 2025, respectively. The components of net loss for the six months ended April 30, 2026, compared to net loss for the same period of fiscal year 2025, consists of an increase in operating loss of $23.6 million, an increase in total other expense of $7.5 million, and an increase in income tax benefit of $5.9 million. •Adjustments to reconcile net loss to net cash used in operating activities: ◦Adjustments were $20.1 million and $12.5 million for the six months ended April 30, 2026 and 2025, respectively, primarily related to depreciation and amortization, impairment of assets, loss and expected loss on disposal of assets, net, accumulated other comprehensive loss reclassified to earnings, cash distributions from equity investments and deferred income taxes. ◦Changes in operating assets and liabilities used $4.6 million and $10.0 million of operating cash for the six months ended April 30, 2026 and 2025, respectively, primarily related to accounts receivables and receivables/other from related parties, accounts payable and growers and suppliers payable, and accrued liabilities and payables to related parties. Cash Flows from Investing Activities Net cash used in investing activities was $3.4 million and $6.5 million for the six months ended April 30, 2026 and 2025, respectively. ▪The $3.4 million of cash used in investing activities for the six months ended April 30, 2026 was comprised primarily of capital expenditures of $8.0 million, mainly related to orchard development, and equity investment contributions and capitalized interest of $1.7 million, partially offset by net proceeds from sales of assets of $6.3 million. ▪The $6.5 million of cash used in investing activities for the six months ended April 30, 2025 was comprised primarily of capital expenditures of $6.5 million, mainly related to orchard and vineyard development, and equity investment contributions and capitalized interest of $2.0 million, partially offset by proceeds from sales of water rights of $1.7 million. 45 Cash Flows from Financing Activities Net cash provided by financing activities was $19.1 million and $9.6 million for the six months ended April 30, 2026 and 2025, respectively. •The $19.1 million of cash provided by financing activities for the six months ended April 30, 2026 was comprised primarily of net borrowings of long-term debt of $21.6 million, partially offset by common and preferred dividends of $1.5 million. •The $9.6 million of cash provided by financing activities for the six months ended April 30, 2025 was comprised primarily of net borrowings of long-term debt of $14.4 million, partially offset by common and preferred dividends of $3.0 million and the exchange of common stock of $1.3 million. Transactions Affecting Liquidity and Capital Resources Credit Facilities and Long-Term Debt We finance our working capital and other liquidity requirements primarily through cash from operations, distributions from equity investments and from our Credit Facility with AgWest Farm Credit, (the "Lender"). In June 2025, we entered into a Master Loan Agreement (the “MLA”) together with a revolving credit facility supplement (the “Revolving Credit Supplement”) and a non-revolving credit facility supplement (the “Non-Revolving Credit Supplement” and, together with the Revolving Credit Supplement, the “Supplements”). The MLA governs the terms of the Supplements and extends the principal repayment to July 1, 2030. Additional information regarding these loans can be found in Note 10 - Long-Term Debt. The Supplements provide aggregate borrowing capacity of $115.0 million, comprised of $114.0 million under the Revolving Credit Supplement and $1.0 million under the Non-Revolving Credit Supplement which can be used solely to support calls on Letters of Credit. There are no amounts outstanding on the Non-Revolving Credit Supplement. As of April 30, 2026, our outstanding borrowings under the Revolving Credit Supplement were $91.9 million and we had $22.1 million available to borrow. In May 2026, we entered into a Promissory Note and Supplement to the MLA (the “Note”) to provide an additional revolving credit facility supplement with a borrowing capacity of $5.0 million and a maturity date of January 1, 2027. The MLA subjects us to affirmative and restrictive covenants including, among other customary covenants, financial reporting requirements, requirements to maintain and repair any collateral, restrictions on the sale of assets, restrictions on the use of proceeds, prohibitions on the incurrence of additional debt and restrictions on the purchase or sale of major assets of our business. We were subject to an annual financial covenant that required us to maintain compliance with a specific debt service coverage ratio of 1.0:1.0 for the fiscal year ending October 31, 2026, and 1.25:1.0 for any fiscal year ending thereafter. In September 2025, the Lender modified the annual debt service coverage ratio covenant to defer measurement as of October 31, 2025. In December 2025, the Lender modified the annual debt service coverage ratio covenant to defer measurement as of October 31, 2026 and resume a debt service coverage ratio of 1.25:1.0 measured as of October 31, 2027 and for any fiscal year ending thereafter. We were also subject to a quarterly financial covenant that required us to maintain compliance with a specific total net leverage ratio as of the end of any fiscal quarter beginning July 31, 2026. In December 2025, the Lender modified this quarterly financial covenant to defer measurement through July 31, 2027 and resume measurement as of October 31, 2027. Additionally, in December 2025, the Lender added a new quarterly financial covenant for the period January 31, 2026 through July 31, 2027, which requires us to maintain a specific debt to capitalization ratio. We were in compliance with this covenant as of April 30, 2026. In March 2026, we entered into an equipment financing loan with the Lender in an initial amount of $2.3 million which matures on April 1, 2031. In May 2026, we entered into a second equipment financing loan with the Lender in an initial amount of $2.5 million which matures on May 1, 2031. In fiscal years 2026 and 2025, the Lender declared an annual cash patronage dividend and we received $0.8 million and $0.6 million for the six months ended April 30, 2026 and 2025, respectively. Real Estate Development Joint Venture On April 9, 2025, we received a cash distribution of $10.0 million representing our share of a $20.0 million distribution from the 50%/50% joint venture, LLCB, with Lewis. As of April 30, 2026, LLCB had $19.3 million of unaudited cash and cash equivalents on hand. 46 Dividends On March 23, 2026, the Board of Directors (the “Board”) paused regular cash dividends on our outstanding common stock, as well as dividends on our Series B Stock and Series B-2 Preferred Stock, to support strategic capital investments, including transitioning a portion of our agricultural lands to higher-value avocado production and developing new housing. The Board will monitor the incremental increases in cash flow to the Company attributable to these strategic capital investments and expects to resume dividends aligned with historical practice as soon as the Board deems it prudent to do so. The holders of our Series B Stock and Series B-2 Preferred Stock are entitled to receive cumulative cash dividends. Such preferred dividends paid were $0.1 million and $0.3 million for the six months ended April 30, 2026 and 2025, respectively. As of April 30, 2026, the total dividend arrearages on Series B Stock were $2.19 per share, representing an aggregate allocation of $32,000 and the total dividend arrearages on Series B-2 Preferred Stock were $10.00 per share, representing an aggregate allocation of $93,000. Cash dividends on common stock declared for the six months ended April 30, 2026 and 2025 were $0.075 and $0.15 per common share, respectively, and such dividends paid were $1.4 million and $2.7 million, respectively. Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires us to develop critical accounting policies and make certain estimates, assumptions and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates and judgments on historical experience, available relevant data and other information that we believe to be reasonable under the circumstances, and we continue to review and evaluate these estimates. Actual results may materially differ from these estimates under different assumptions or conditions as new or additional information becomes available in future periods. As of April 30, 2026, our critical accounting policies and estimates have not changed since the filing of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 23, 2025. Please refer to that filing for a description of our critical accounting policies and estimates. Recent Accounting Pronouncements See Note 2 - Summary of Significant Accounting Policies of the notes to consolidated financial statements included in this Quarterly Report for information concerning recent accounting pronouncements.