ALICO, INC.

(Former Name or Former Address, if Changed Since Last Report)

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Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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Item 1.01. Entry into a Material Definitive Agreement.

On October 27, 2025, the Corkscrew Grove Stewardship District (the “Stewardship District”), a special district formed to facilitate financing and development of community infrastructure within its boundaries, entered into a Locally Funded Agreement (the “Agreement”) with the State of Florida Department of Transportation (“FDOT”). As previously announced, the Stewardship District was established in June 2025 and it will assist Alico, Inc. (the “Company”) in its efforts to effectively finance infrastructure, help restore and manage natural areas, and oversee the administration of master planned communities and lands within the Stewardship District’s boundaries. The Company’s Chief Executive Officer, John Kiernan, is the Board Chairman of the Stewardship District. The Company will provide funding to FDOT to support the construction of a wildlife‑crossing culvert under State Road 82 and the raising of the road profile (the “Project”). The Agreement is among the initial steps the Company is taking to implement the wildlife corridor planned as part of the Corkscrew Villages Project in eastern Collier County.

Among other things, the Agreement provides that (i) $5,071,439.33 will be deposited with FDOT within fourteen calendar days after execution of the Agreement; (ii) any additional amounts will be advanced, without delay, if Project costs increases; and (iii) a refund will be provided by FDOT to the extent the final costs incurred to complete the Project are less than the total deposits. The Agreement will remain in effect until completion of the Project and FDOT’s final accounting, subject to earlier termination in accordance with its terms.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which will be filed with the Company’s Annual Report on Form 10-K for the year ended September 30, 2025.