Limoneira Co filed SEC Form 8-K: Entry into a Material Definitive Agreement, Material Impairments, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement |
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 consisting of (i) 724 acres of land (the “Land”), (ii) certain improvements and structures situated on the Land including, grape vines and related infrastructure, (iii) to the extent assignable without cost by the Company, certain intangible property associated with the Land including, licenses, permits, development approvals and plans, and (iv) all other rights, privileges, easements and appurtenances to the Land and improvements such as mineral rights, development rights and air rights.
The aggregate purchase price is $16,000,000, of which $10,000,000 is to be paid to the Company in cash and $6,000,000 is to be paid via promissory note delivered by the Buyer to the Company and secured by a deed of trust. An amount equal to $500,000 in cash will be deposited by the Buyer in an escrow account within three (3) business days after the execution of the Purchase Agreement as a refundable down payment (the “Deposit”). The closing of the transaction is subject to a due diligence period which expires at the close of business on July 1, 2026 (the “Due Diligence Contingency Period”). The Buyer may terminate the Purchase Agreement in its sole discretion until the closing of the Due Diligence Contingency Period. At the end of the Due Diligence Contingency Period, the Deposit shall become non-refundable, with one-half being immediately distributed to the Company in cash.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 which is incorporated herein by reference.
Item 2.06 – Material Impairments
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.
| Item 9.01 | Financial Statements and Exhibits |
Exhibits
| 10.1 | Purchase and Sale Agreement, dated as of April 14, 2026, by and between Windfall Investors, LLC and Peak Holdings, LLC. | |
| 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: April 20, 2026 | LIMONEIRA COMPANY | |
| By: | /s/ Greg Hamm | |
| Greg Hamm | ||
| Vice President, Chief Financial Officer and Treasurer | ||