United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Offices) (Zip Code)
(
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Securities registered pursuant to Section 12(b) of the Act:
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(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 |
On June 15, 2026, Windfall Investors, LLC, a California limited liability company and subsidiary of Limoneira Company (the “Company”) received written notice of termination from Peak Holdings, LLC (“Peak Holdings”) of the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of April 14, 2026, between the Company and Peak Holdings. Pursuant to the Purchase Agreement, the Company agreed to sell to Peak Holdings an eighty-percent (80%) undivided tenant-in-common interest in the Company’s real estate parcels located in Paso Robles, California. An amount equal to $500,000 in cash was deposited by Peak Holdings in an escrow account and will be returned to Peak Holdings pursuant to its right to terminate the Purchase Agreement during the due diligence review period, as set forth in Section 5.5 of the Purchase Agreement.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 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: June 18, 2026 | LIMONEIRA COMPANY | |
| By: | /s/ Greg Hamm | |
| Greg Hamm | ||
| Vice President, Chief Financial Officer and Treasurer | ||