Limoneira Co filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
On December 12, 2025, Limoneira Company, a Delaware corporation (the “Company”), entered into the Modification (the “Modification”) to the Master Loan Agreement (the “MLA”), dated June 26, 2025, between the Company and AgWest Farm Credit, PCA.
The Modification makes the following amendments to the MLA:
| (i) | Section 8.1.1 (Minimum Debt Service Coverage Ratio) is amended to provide that the Company will maintain a Minimum Debt Service Coverage Ratio of 1.25 to 1.00 for the fiscal year ending October 31, 2027 and any fiscal year ending thereafter; |
| (ii) | Section 8.1.2 (Total Net Leverage Ratio) is amended to provide that the Company’s Total Net Leverage Ratio as of the end of any measurement period ending as of the end of any fiscal quarter of the Company be no more than 4.50 to 1.00 for the fiscal quarter ending October 31, 2027 and for any fiscal quarter ending thereafter (previously, the MLA required the Company to maintain a Total Net Leverage Ratios of not more than (A) 6.00 to 1.00 for the fiscal quarter ending July 31, 2026, (B) 5.00 to 1.00, for the fiscal quarter ending October 31, 2026, and (C) 4.50 to 1.00, for any fiscal quarter ending thereafter); and |
| (iii) | Section 8.1.3 (Debt to Capitalization Ratio) is added to the MLA and provides that the Company must maintain a Debt to Capitalization Ratio as of each Covenant Compliance Date (as defined in the MLA) of not greater than 0.45 to 1.00, to be measured quarterly starting January 31, 2026 and for any fiscal quarter thereafter until the last measurement on July 31, 2027. |
The foregoing description of the Modification does not purport to be complete and is qualified in its entirety by reference to the complete text of the Modification, which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 10.1 | Modification to Master Loan Agreement, dated December 12, 2025 by and between Limoneira Company and AgWest Farm Credit, PCA. | |
| 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: December 16, 2025 | LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
| Chief Financial Officer and Treasurer | ||