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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 |
Exhibit 10.1
TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (this “Termination Agreement”) is made as of October 13, 2025 (the “Effective Date”), by and between LIMONEIRA COMPANY, a Delaware corporation (“Packer”), and PAI CENTURION CITRUS, LLC, a Delaware limited liability company (“Grower”). Packer and Grower are sometimes collectively referred to herein as the “Parties” and singularly as a “Party.”
Recitals
A. The Parties entered into a Grower Packing & Marketing Agreement dated as of January 31, 2023, as amended by that First Amendment to Grower Packing & Marketing Agreement (the “First Amendment”) dated as of November 18, 2024 (collectively, the “Agreement”) Unless otherwise indicated, capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.
B. The Agreement’s initial term was for five (5) crop years (concluding with the 2028/2029 lemon crop); however, the Parties have mutually determined that it is in their best interests to terminate the Agreement early and desire to set forth terms and conditions of the early termination.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereto agree as follows:
1. Termination of Agreement. Except with respect to the specific obligations under the Agreement which are set forth herein as surviving termination, the Agreement shall terminate as of the Effective Date, the Parties acknowledge that the delivery of the 2024/2025 lemon crop has been fully delivered to Packer by Grower, and all obligations under the Agreement with respect to any lemons harvested after the 2024/2025 lemon crop are hereby terminated and of no further force and effect.
2. Survival of Packer’s Obligation to Return Proceeds. Notwithstanding anything to the contrary herein or in the Agreement, Sections 5 and Section 8 of the Agreement, together with Section 2 as set forth in the First Amendment, to the extent relating to payments due to Grower for the 2024/2025 lemon crop, together with any related provisions necessary to give effect to such rights, including accounting, notice, governing law, and dispute resolution provisions, shall survive termination.
3. Survival of Grower’s Obligation for Costs. Notwithstanding anything to the contrary herein or in the Agreement, Section 4 of the Agreement, to the extent relating to costs payable by Grower to Packer, if any are unpaid, for the 2024/2025 lemon crop, together with any related provisions necessary to give effect to such rights, including accounting, notice, governing law, and dispute resolution provisions, shall survive termination.
4. Waiver and Release. The Parties agree that all further obligations under the Agreement, except as expressly provided herein, are waived by mutual agreement and acknowledge that there are no existing defaults under the Agreement by either party. Each Party hereby mutually waives and releases the other Party from any and all claims known and unknown arising from the Agreement, except for those surviving obligations expressly set forth in this Termination Agreement.
Both Parties acknowledge and agree that they understand the meaning and the effect of Section 1542 of California Civil Code which provides:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Each party being aware of said code section, hereby expressly waives any right it may have thereunder.
4. Counterparts and Facsimile. This Termination Agreement may be signed by the Parties in different counterparts and the signature pages combined to create a document binding on all Parties. Facsimile signatures shall be binding upon the Parties as if they were originals.
IN WITNESS WHEREOF, the Parties have executed this Termination Agreement to be effective as of the year and date first written above.
| “Packer” | “Grower” | |||
| LIMONEIRA COMPANY, a Delaware corporation |
PAI CENTURION CITRUS, LLC, a Delaware limited liability company |
|||
| By: | /s/ Harold S. Edwards | By: | /s/ Jason Pucheu | |
| HAROLD S. EDWARDS | JASON PUCHEU | |||
| Chief Executive Officer | Vice President | |||
| By: | /s/ Mark Palamountain | |||
| MARK PALAMOUNTAIN | ||||
| Secretary and Chief Financial | ||||