ALICO, INC.

(Dollars in thousands, except per share and per acre amounts)

Note 1. Description of Business and Basis of Presentation

Description of Business

Alico, Inc., together with its subsidiaries (collectively, “Alico”, the “Company”, “we”, “us” or “our”), is a Florida agribusiness and land management company owning approximately 49,537 acres of land and approximately 44,700 acres of oil, gas and mineral rights throughout Florida. Alico holds these mineral rights on substantially all its owned acres, with additional mineral rights on other acres. The Company manages its land based upon its primary usage, and reviews its performance based upontwo primary classifications: (i) Alico Citrus and (ii) Land Management and Other Operations. Financial results are presented based upon thesetwo business segments (Alico Citrus and Land Management and Other Operations).

On January 6, 2025, the Company announced a Strategic Transformation (the “Strategic Transformation”) in the Company’s business focus, to wind down its Alico Citrus division, which holds the Company’s citrus production operations, to focus on a long-term diversified land usage and real estate development strategy. Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, the Company has decided to not spend further material capital on its citrus operations and to wind down substantially all of its Citrus’ primary operations after completion of the 2024-2025 harvest in April 2025. In connection with this Strategic Transformation, on January 3, 2025, the Company’s Board of Directors (the “Board”) approved a reduction in the Company’s current workforce by up to 172 employees, which occurred effective on or about January 6, 2025 with respect to up to 135 employees, and was effective between April 1, 2025 and May 30, 2025 with respect to up to 37 employees. The Board’s decision is part of cost-reduction initiatives aimed at providing investors with a greater return on capital that includes the benefits and stability of a conventional agriculture investment, with the optionality that comes with active land management. In May 2025, the Company entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with them in its entirety following the fulfillment of all obligations under that agreement concerning the 2024/2025 Crop Year and all outstanding amounts had been settled by June 30, 2025.

Basis of Presentation

The Company has prepared the accompanying financial statements on a consolidated basis. These accompanying Consolidated Financial Statements, which are referred to herein as the “Financial Statements,” have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). All significant intercompany transactions and account balances between the consolidated businesses have been eliminated.

Segments

Operating segments are defined in the criteria established under the Financial Accounting Standards Board – Accounting Standards Codification (“FASB ASC”) Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by John E. Kiernan, the Company’s President and Chief Executive Officer and chief operating decision maker (“CODM”), in deciding how to assess performance and allocate resources. The Company’s CODM assesses performance and allocates resources based ontwo reportable segments: (i) Alico Citrus and (ii) Land Management and Other Operations.

Principles of Consolidation

The Financial Statements include the accounts of Alico and the accounts of all the subsidiaries in which a controlling interest is held by the Company. Under U.S. GAAP, consolidation is generally required for investments of more than 50% of the outstanding voting stock of an investee, except when control is not held by the majority owner. The Company’s subsidiaries include: Alico Land Development, Inc., Alico-Agri, Ltd., Alico Plant World, LLC, Alico Fruit Company, LLC, Alico Citrus Nursery, LLC, Alico Chemical Sales, LLC, 734 Citrus Holdings, LLC and subsidiaries, Alico Skink Mitigation, LLC and Citree Holdings 1, LLC (“Citree”). The Company considers the criteria established under FASB ASC Topic 810, “Consolidations” ("ASC 810") in its consolidation process. All significant intercompany balances and transactions have been eliminated in consolidation.

Variable Interest Entities

The Company has an interest in the Corkscrew Grove Stewardship District (the "CGSD"), a special district created by the Florida State Legislature on June 25, 2025 and responsible for the construction, operations and maintenance of community infrastructure in eastern Collier County. CGSD is a legal entity controlled byfive board members consisting of Alico employees, which is also considered a Variable Interest Entity ("VIE"); however, the CGSD qualifies for a specific scope exception under ASC 810 and, therefore, is not subject to the VIE consolidation model. Accordingly, the financial results of the CGSD are not consolidated in the Company's financial statements.

The Company is a party to a budget funding agreement with the CGSD for the purpose of providing funding necessary for the CGSD to carry out its operating purpose. The Company has no explicit arrangements to provide financial support to the CGSD beyond the agreed-upon budget funding agreement (see Note 16. Subsequent Events for further information)The amount of financial support provided under the budget funding agreement was not material for the year ended September 30, 2025.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities as of the date of the accompanying Financial Statements, the disclosure of contingent assets and liabilities in the Financial Statements and the accompanying Notes, and the reported amounts of revenues and expenses and cash flows during the periods presented. Actual results could differ from those estimates. The Company evaluates estimates on an ongoing basis. The estimates are based on current and expected economic conditions, historical experience, the experience and judgment of the Company’s management and various other specific assumptions that the Company believes to be reasonable.

Noncontrolling Interest in Consolidated Subsidiary

The Financial Statements include all assets and liabilities of the less-than-100%-owned subsidiary the Company controls, Citree. Accordingly, the Company has recorded a noncontrolling interest in the equity of such entity. Citree had a net loss of $356 and $1,261 for the years ended September 30, 2025 and 2024, respectively, of which a net loss of $182 and $643 were attributable to the Company for the years ended September 30, 2025 and 2024, respectively. The net loss for the year ended September 30, 2025 was primarily due to lower revenue as a result of fruit drop caused by Hurricane Milton. The net loss for the year ended September 30, 2024 was primarily due to lower revenue as Citree's trees continue to recover from the impact of Hurricane Ian.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, “Improvements to Reportable Segment Disclosures,” which amends Topic 280 primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 became effective for us on October 1, 2024. The adoption resulted in incremental disclosures in our Segment Information footnote (see Note 11. Segment Information for further information)but did not have an impact on the Company's consolidated statements of operations, balance sheets, or cash flows in its Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which amends Topic 740 primarily through enhanced disclosures about an entity’s tax risks and tax planning. The amendments are effective for public business entities in annual periods beginning after December 15, 2024, with early adoption permitted on a prospective or retrospective basis. ASU 2023-09 will become effective for us on October 1, 2025. The Company expects to include certain additional income tax disclosures as a result of the adoption of this accounting pronouncement but it will not impact the Company's results of operations, financial condition or cash flows.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses,” which amends Topic 220 primarily through requiring disclosures in the notes to financial statements about certain costs and expenses. The amendments are effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted on a prospective or retrospective basis. ASU 2024-03 becomes effective for us on October 1, 2027. The Company is currently evaluating the impact of the adoption of this accounting pronouncement.

The Company has reviewed other recently issued accounting standards which have not yet been adopted to determine their potential effect, if any, on the results of operations or financial condition. Based on the review of these other recently issued standards, the Company does not currently believe that any of those accounting pronouncements will have a significant effect on its current or future financial position, results of operations, cash flows or disclosures.

Reclassifications

Certain prior year amounts have been reclassified in the accompanying notes to the Financial Statements for consistent presentation to the current period. These reclassifications had no impact on the Company's consolidated statements of operations, balance sheets, cash flows or working capital as previously reported.

Seasonality

The Company is primarily engaged in the production of fruit for sale to citrus markets, which is of a seasonal nature, and subject to the influence of natural phenomena and wide price fluctuations. The first and second quarters of Alico’s year produce most of the Company’s annual revenue. Working capital requirements are typically greater in the third and fourth quarters of the year, coinciding with harvesting cycles. Because of the seasonality of the business, results for any quarter are not necessarily indicative of the results that may be achieved for the full year ended September 30.

Stock Repurchase Program

On March 25, 2025, the Board approved a stock repurchase program. The stock repurchase program authorizes the Company to repurchase up to $50,000 of the Company’s common stock, par value $1.00 (“Common Stock”) and will expire on April 1, 2028, subject to market conditions and other factors. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18.

The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion. As of September 30, 2025, no repurchases have been made under this plan.

Note 2. Summary of Significant Accounting Policies

Revenue Recognition

Revenues are derived from the sale of processed fruit, fresh fruit, other citrus revenue, revenues from grove management services, leasing revenue, royalties received from rock and sand mining and oil extraction rights and other resource revenues. Most of the revenue is generated from the sale of citrus fruit to processing facilities, fresh fruit sales and grove management services.

For fruit sales, the Company recognizes revenue in the amount it expects to be entitled to be paid, determined when control of the products or services is transferred to its customers, which occurs upon delivery of and acceptance of the fruit by the customer and when the Company has a right to payment.

For the sale of fruit, the Company has identified one performance obligation, which is the delivery of fruit to the processing facility of the customer (or harvesting of the citrus in the case of fresh fruit) for each separate variety of fruit identified in the respective contract with the respective customer. The Company initially recognizes revenue in an amount which is estimated based on contractual and market prices, if such market price falls within the range (known as “floor” and “ceiling” prices) identified in the specific respective contracts. Additionally, the Company also has a contractual agreement whereby revenue is determined based on applying a cost-plus structure methodology. As such, since all these contracts contain elements of variable consideration, the Company recognizes this variable consideration by using the expected value method. On a quarterly basis, management reviews the reasonableness of the revenues accrued based on buyers’ and processors’ advances to growers, cash and futures markets and experience in the industry. Adjustments are made throughout the year to these estimates as more current relevant industry information becomes available. Differences between the estimates and the final realization of revenues at the close of the harvesting season can result in either an increase or decrease to reported revenues.

Receivables under contracts, whereby pricing is based on contractual and market prices, are primarily paid at the floor amount and are collected within seven days after the harvest week. Any adjustments to pricing as a result of changes in market prices are generally collected or paid thirty to sixty days after final market pricing is published. Receivables under those contracts where pricing is based off a cost-plus structure methodology are paid at the final prior year rate. Any adjustments to pricing because of the cost-plus calculation are collected or paid upon finalization of the calculation and agreement by both parties. As of September 30, 2025, and September 30, 2024, the Company had total receivables relating to sales of citrus of $575 and $444, respectively, recorded in Accounts Receivable, net, in the Consolidated Balance Sheets.

For grove management services, the Company has identified one performance obligation, which is the management of the third party’s groves. Grove management services include caretaking of the citrus groves, harvesting and hauling of citrus, management and coordination of citrus sales and other related activities. The Company is reimbursed for expenses incurred in the execution of its management duties and the Company receives a per acre management fee. The Company recognizes operating revenue, including a management fee, and corresponding operating expenses when such services are rendered and consumed.

On October 30, 2023, the Company entered into the Grove Management Agreement with an unaffiliated group of third parties to provide citrus grove caretaking services for approximately 3,300 acres owned by such third parties. Under the terms of the Agreement, the Company is reimbursed by the third parties for all its costs incurred related to providing these services and receives a management fee based on acres covered under this agreement. The Grove Management Agreement was terminated effective December 31, 2024.

The Company is the lessor in various arrangements to lease land to third parties for the purpose of farming (including leases of our citrus groves) hunting, and grazing. These leases meet the criteria for operating lease classification. Lease income associated with these leases is not material and leases generally have a term of one year or less.

The Company earns royalty revenue from granting rights to customers to extract rock and sand from its land. Royalties are variable based on a percentage of gross sales of materials excavated by the customer. These sales-based royalties are recognized at the point in time when the customer reports sales, in accordance with ASC 606’s royalty exception.

Disaggregated Revenue

Revenues disaggregated by significant products and services for the years ended September 30, 2025 and 2024 are as follows:

Fair Value Measurements

The Company categorizes its financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability into a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

•Level 1 – Observable inputs such as quoted market prices for identical assets and liabilities in active markets;

•Level 2 – Inputs, other than the quoted prices for identical assets and liabilities in active markets, for which significant other observable market inputs are readily available; and

•Level 3 – Unobservable inputs in which there is little or no market data, such as internally developed valuation models which require the reporting entity to develop its own assumptions.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short term and immediate nature of these financial instruments.

The carrying amounts and estimated fair values (Level 2) of debt instruments (see Note 8. Long-Term Debt and Lines of Credit for further information) are as follows:

As of September 30, 2025 and 2024, the Company did not have any assets held for sale that had been measured at fair value on a non-recurring basis.

Cash and Cash Equivalents

The Company considers cash in banks and highly liquid instruments with an original maturity of three months or less to be cash and cash equivalents. At various times throughout the years ended September 30, 2025 and 2024, some accounts held at financial institutions were in excess of the federally insured limit of $250. The Company has not experienced any losses on these accounts and believes credit risk to be minimal.

Restricted Cash

Restricted cash of $762 and $248 at September 30, 2025 and 2024, respectively, represents Cash-Secured Irrevocable Standby Letters of Credit to secure certain contractual obligations.

Accounts receivable, net

Accounts receivable from customers are generated from revenues based on the sale of citrus, grove management, leasing and other transactions. The Company grants credit in the course of its operations to third party customers. Accounts receivable is presented in accordance with the CECL impairment model as required under ASC 326. The Company estimates a reserve for expected credit losses based on existing contractual payment terms, actual payment patterns of its customers, current and future economic and market conditions and individual customer circumstances. The Company has determined that the reserve for expected credit losses at September 30, 2025 and 2024 was $60 and $73, respectively, and write-offs for the years ended September 30, 2025 and 2024 werenot material.

The Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company provides an allowance for credit losses for amounts which are not probable of collection. The estimate, evaluated quarterly by the Company, is based on historical collection experience, current macroeconomic climate and market conditions and a review of the current status of each customer’s account. Changes in the financial viability of significant customers and worsening of economic conditions may require changes to its estimate of the recoverability of the receivables. Such changes in estimates are recorded in the period in which these changes become known. The credit loss is included in general and administrative expenses in the Consolidated Statements of Operations.

The following table presents accounts receivable, net, as of September 30, 2025 and 2024:

Concentrations

Accounts receivable from the Company’s major customer as of September 30, 2025 and 2024, and revenue from such customer for the years ended September 30, 2025 and 2024, which is included in the Alico Citrus segment, are as follows:

The citrus industry is subject to various factors over which growers have limited or no control, including weather conditions, disease, pestilence, water supply and market price fluctuations. Market prices are highly sensitive to aggregate domestic and foreign crop sizes, as well as factors including, but not limited to, weather and competition from foreign countries.

Tropicana revenue increase, as a percentage of sales, was primarily due to a decrease in Grove Management Services revenue and an increase in price per pound solids, partially offset by a decrease in total pound solids produced during the year ended September 30, 2025, as a result of Hurricane Milton, which negatively impacted our harvest during the year ended September 30, 2025.

Accounting for government grants

The Company recognizes government grants when there is reasonable assurance that: (1) the grant will be received and (2) all conditions will be met. For income-based grants, the Company recognizes the income on a systemic basis over the periods in which it recognizes as expense the related costs for which the grant was intended to compensate.

In the years ended September 30, 2025 and 2024, the Company received $1,330 and $2,962, respectively, of grant money from the Citrus Research and Field Trial Foundation’s (“CRAFT”) program to assist citrus growers in the State of Florida using Oxytetracycline (“OTC”) and other approved therapies to combat the effect of “greening” of their citrus trees. These funds (including $35 received in October 2024 included in 2024 CRAFT funds above) were recognized as a component of Inventories ($425 and $1,192 at September 30, 2025 and 2024, respectively) in the Company’s Consolidated Balance Sheets and as a reduction of Operating expenses ($905 and $1,805 during the years ended September 30, 2025 and 2024, respectively) in its Consolidated Statements of Operations as the fruit was sold, in order to align it to the period over which the expense related to the OTC treatments is recognized. These grant monies were received in exchange for providing certain historical data to the CRAFT Foundation about the Company’s citrus groves. The Company may continue, but is not obligated, to participate in future CRAFT programs on the effects of the use of OTC on its Citrus Trees.

Real Estate

In February 2017, the FASB issued ASU 2017-05, “Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets” (ASC 610-20). This standard clarified the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets and clarified the scope and application of ASC 610-20 on the sale, transfer, and derecognition of nonfinancial assets and in substance nonfinancial assets to non-customers, including partial sales. The standard provided guidance on how gains and losses on transfers of nonfinancial assets and in substance nonfinancial assets to non-customers are recognized. The Company recognizes a gain on the sale of real estate as outlined by ASC 610-20.

Inventories

The costs of growing crops, including but not limited to labor, fertilization, fuel, crop nutrition, irrigation, and depreciation, are capitalized into inventory throughout the respective crop year. Such costs are expensed as cost of sales when the crops are harvested and are recorded as operating expenses in the Consolidated Statements of Operations. Inventories are stated at the lower of cost or net realizable value. The cost for unharvested citrus crops is based on accumulated production costs incurred during the period from January 1 through the balance sheet date.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation, depletion and amortization. Major improvements are capitalized while expenditures for maintenance and repairs are expensed when incurred. Costs related to the development of citrus groves through planting of trees are capitalized. Such costs include land clearing, excavation and construction of ditches, dikes, roads, and reservoirs, among other costs. After the planting, caretaking costs or pre-productive maintenance costs are capitalized for 4 years. After 4 years, a planting is considered to have reached maturity and the accumulated costs were historically depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated. See Note 5. Property and Equipment, Net for a discussion of a change in the estimated useful life of the Company’s citrus trees, certain equipment (principally irrigation related), and the Buildings and improvements within its citrus groves.

Real estate costs incurred for the acquisition, development and construction of real estate projects are capitalized.

Depreciation is provided on a straight-line basis over the estimated useful lives of the depreciable assets, with the exception of leasehold improvements and assets acquired through finance leases, which are depreciated over their estimated useful lives if the lease transfers ownership or contains a bargain purchase option.

The estimated useful lives for property and equipment are primarily as follows:

Changes in circumstances, such as technological advances, or changes to our business model or capital strategy could result in the actual useful lives differing from the original estimates. In those cases where the Company determines that the useful life of property and equipment should be shortened, Alico depreciates the asset over its revised estimated remaining useful life, thereby increasing depreciation expense (see Note 5. Property and Equipment, Net for further information).

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The Company records impairment losses on long-lived assets used in operations, or asset group, when events and circumstances indicate that the assets might be impaired and the estimated cash flows (undiscounted and without interest charges) to be generated by those assets or asset group over the remaining lives of the assets or asset group are less than the carrying amounts of those assets. In calculating impairments and the estimated cash flows, the Company assigns its asset groups by determining the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets. The net carrying values of assets or asset group not recoverable are reduced to their fair values. Alico’s cash flow estimates are based on historical results adjusted to reflect best estimates of future market conditions and operating conditions. The Company has determined that the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets is the Grove level and includes, its Citrus Trees, Land, certain equipment (principally irrigation related) and the Buildings and improvements within its citrus groves, which are used together to generate cash flows from fruit for sales to its customers. For the year ended September 30, 2025, the Company recognized an impairment of its long-lived assets at one of its groves, as well as its young trees, which were not yet being depreciated, of $24,966, which was recorded within Operating expenses in its Alico Citrus Segment. The fair value of the assets which were determined to be impaired were based primarily on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025. No impairment of long-lived assets was recognized during the year ended September 30, 2024. As of September 30, 2025 and 2024, long-lived assets were comprised of property and equipment.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of acquired businesses over the fair value of the assets acquired less liabilities assumed in connection with such acquisition. In accordance with the provisions of ASC 350, Intangibles-Goodwill and Other, goodwill and intangible assets with indefinite useful lives acquired in an acquisition are not amortized, but instead are tested for impairment at least annually, on the same date, or more frequently, should an event occur or circumstances indicate that the carrying amount may be impaired. Such events or circumstances may be a significant change in business climate, economic and industry trends, legal factors, negative operating performance indicators, significant competition, changes in strategy or disposition of a reporting unit or a portion thereof.

The carrying value of goodwill is tested for impairment annually as of September 30, and, additionally on an interim basis, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The accounting standards for goodwill allow for the assessment of qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company does not utilize a qualitative assessment approach, then the quantitative goodwill impairment test is utilized to identify potential impairments. The Company identifies any potential impairment by comparing the carrying value of a reporting unit to its fair value. The Company typically determines the fair value of its reporting units using a market approach. If a potential impairment is identified, the Company will determine the amount of goodwill impairment by comparing the fair value of a reporting unit with its carrying amount. As of September 30, 2025 and 2024, no impairment was recognized.

Other Non-Current Assets

Other non-current assets primarily include intangible assets relating to mineral rights, water permits, right-of-use assets relating to lease obligations, investments owned in agricultural cooperatives, cash surrender value on life insurance, and deferred financing costs. Investments in stock related to agricultural cooperatives are carried at cost.

The Company uses the asset and liability method of accounting for deferred income taxes. The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Company’s income tax provision and net income or loss in the period the determination is made. See Note 9. Income Taxes for detail of valuation allowances recognized during the year ended September 30, 2025 and 2024. The Company recognizes interest and/or penalties related to income tax matters in income tax expense.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. The Company records interest related to unrecognized tax benefits in income tax expense.

Earnings per Share

Basic earnings per share for the Company’s Common Stock is calculated by dividing net income attributable to Alico common stockholders by the weighted average number of shares of Common Stock outstanding for the period. Diluted earnings per common share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares of common stock issuable under equity-based compensation plans in accordance with the treasury stock method, or any other type of securities convertible into Common Stock, except where the inclusion of such common shares would have an anti-dilutive effect.

The following table presents a reconciliation of basic to diluted weighted average common shares outstanding for the years ended September 30, 2025 and 2024:

Non-vested restricted shares of common stock entitle the holder to receive non-forfeitable dividends upon issuance and are included in the calculation of diluted earnings per common share. There were 36,500 stock options and 38,000 Market-based Restricted Stock Units, which were excluded from the calculation of dilutive securities at September 30, 2025 and 38,000 stock options which were excluded from the calculation of dilutive securities at September 30, 2024, as they were anti-dilutive.

Stock-Based Compensation

Stock-based compensation is measured based on the fair value of the equity award at the grant date and is expensed on a straight-line basis over the vesting period. Upon the vesting of equity awards, the Company issues common stock from common shares held in treasury. The Company recognizes the impact of forfeitures as they occur. See Note 10. Stock-based Compensation for a discussion of the Company’s stock-based compensation plans.

Note 3. Inventories

Inventories consist of the following at September 30, 2025 and 2024:

The Company records its inventory at the lower of cost or net realizable value.

During the years ended September 30, 2025 and 2024 the Company recorded $9,895 and $48,099, respectively, for adjustments to reduce inventory to net realizable value, within Operating expenses. The inventory adjustment for the year ended September 30, 2025 was driven by an increase in fruit drop as a result of Hurricane Milton. The adjustment for the year ended September 30, 2024 was the result of significantly lower than anticipated harvest of the Early and Mid-Season and Valencia crops for the 2023-2024 season as a result of the continued recovery from the impacts of Hurricane Ian.

During the year ended September 30, 2025 the Company received insurance proceeds relating to Hurricane Milton of $20,381 for crop claims. No further insurance proceeds are expected. In the year ended September 30, 2024, the Company received insurance proceeds relating to Hurricane Ian of $299 for crop claims, as part of a final true-up of amounts due. All crop insurance was recognized as a reduction in operating expenses in the Consolidated Statements of Operations in the period it was received and is included in fresh fruit and other segment expenses.

Note 4. Assets Held for Sale

In accordance with its strategy to dispose of non-core and under-performing assets, the following assets have been classified as assets held for sale as of September 30, 2025 and September 30, 2024:

As of September 30, 2025, the Company had agreements to sell 3,526 acres of land, for $34,452 ($9,771 per acre).

During the year ended September 30, 2025, the Company completed the sale of substantially all of the equipment and vehicles that it had designated as Held for Sale, as a result of the Strategic Transformation for approximately $5,290 and recognized a gain of $1,618.

During the year ended September 30, 2025, the Company sold approximately 2,796 acres of land for approximately $23,807 and recognized a gain of $20,319.

During the year ended September 30, 2024, the Company sold approximately 18,354 acres of ranch land for $86,217 and recognized again of $81,416 (including 17,229 acres of the Alico Ranch to the State of Florida for approximately $77,631 in gross proceeds).

During the years ended September 30, 2025 and 2024, the Company used the proceeds from these various asset sales for general corporate purposes and to pay down debt (see Note 8. Long-Term Debt and Lines of Credit for further information).

Note 5. Property and Equipment, Net

Property and equipment, net consists of the following at September 30, 2025 and September 30, 2024:

For the years ended September 30, 2025 and 2024 the Company recognized a loss on the disposal of property and equipment of $780 and $6,990, respectively, due to tree clippings, which has been recognized within Operating expenses. These losses in 2024 were principally driven by a decision not to continue to provide caretaking for certain groves which were under performing and a decision to enter a lease with a third-party to remove certain trees in exchange for allowing them to utilize a portion of the grove for other agricultural development.

In January 2025, the Company evaluated the recoverability of the fixed assets in its Citrus Segment, as a result of the announcement of its Strategic Transformation. The decision to wind down the Company’s citrus groves constituted an impairment indicator and it performed an impairment analysis of its property and equipment at January 6, 2025. The Company determined that the asset group for testing impairment is the grove level and includes the Citrus trees, Land, certain Equipment (principally irrigation related) and the Buildings and improvements within its citrus groves. This grouping is required as the cash flows from the sales of fruit cannot be specifically attributed to any of the individual components and the caretaking of the groves is interdependent on the existence of all assets in the asset group.

As a result of this analysis, the Company determined that there was an impairment of its young trees, which were not yet being depreciated and its long-lived assets at one of its groves of $24,966, which was recorded within Operating expenses in its Alico Citrus Segment. This analysis was based on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025.

Furthermore, the estimated useful life of the Company’s citrus trees had been impacted and their lives were changed to a range offour tosixteen months depending upon whether the trees will be abandoned at the end of the Fiscal Year 2025 harvest season or if they are either being retained or leased for another year, which is expected to conclude in April 2026, respectively. The Company recognized accelerated depreciation on its trees and certain of its other fixed assets of approximately $162,680 for the year ended September 30, 2025. Citree was not impacted by the Strategic Transformation and as such no change in estimated useful life was deemed necessary. The impact of the accelerated depreciation on net income for the year ended September 30, 2025 was $128,517 and the impact on both Basic and Diluted earnings per share for the year ended September 30, 2025 was a loss of $16.82, respectively.

For the years ended September 30, 2025 and 2024 depreciation was $176,575 and $14,959, respectively, and depletion expense was $64 and $51, respectively.

During the year ended September 30, 2025, the Company exchanged citrus land with various third-parties which had a carrying value of $501. No cash was exchanged as part of these transactions. The exchange was evaluated under ASC Topic 845, Non-monetary Transactions and the transactions were deemed not to have commercial substance because the expected future cash flows of the Company were not expected to change significantly as a result of the exchange.Accordingly, the Company recorded the land received at the carrying value of the land of the land given up.

Note 6. Accrued Liabilities

Accrued liabilities consist of the following at September 30, 2025 and September 30, 2024:

Note 7. Restructure and Other Charges

On January 3, 2025, the Board approved the Strategic Transformation and associated reduction in the Company’s current workforce by up to 172 employees. This workforce reduction was effective on January 6, 2025 with respect to 135 employees, and was effective between April 1, 2025 and May 30, 2025 with respect to 34 employees (see Note 1. Description of Business and Basis of Presentation for further information on the Strategic Transformation).

These Restructure and other charges were incurred in the Company’s Citrus Segment with Personnel costs of $2,093 and $232 being recognized in Operating expenses and General and administrative expenses, respectively, and Other costs of $313, principally representing legal costs, recognized in General and administrative expense during the year ended September 30, 2025 (see Note 5. Property and Equipment, Net for information on the Asset Impairment). As of September 30, 2025, the restructuring plan is complete.

Note 8. Long-Term Debt and Lines of Credit

The following table summarizes long-term debt at September 30, 2025 and September 30, 2024:

The following table summarizes amounts outstanding under lines of credit and related deferred financing costs, net of accumulated amortization at September 30, 2025 and September 30, 2024:

1- Represents deferred financing fees on the RLOC, included within Other non-current assets in the consolidated balance sheets.

Future maturities of long-term debt and lines of credit as of September 30, 2025 are as follows:

Interest costs expensed and capitalized were as follows:

Debt

The Company’s credit facilities previously consisted of fixed interest rate term loans initially in the amount of $125,000 (“Met Fixed-Rate Term Loans”), variable interest rate term loans initially in the amount of $57,500 (“Met Variable-Rate Term Loans”), a $25,000 revolving line of credit (“RLOC”) with MetLife Investment Management, LLC for each of Metropolitan Life Insurance Company and New England Life Insurance Company (collectively “Met”) and a $70,000 working capital line of credit (“WCLC”) with Rabo Agrifinance, Inc. (“Rabo”).

On December 26, 2023, the Company repaid the outstanding balance of $19,094, plus accrued interest, on its Met Variable-Rate Term Loans.

On September 17, 2024, the Company entered into a Sixth Amendment (the “Sixth Amendment") to its amended and restated credit agreement dated as of December 1, 2014, as amended to date, by and among the Company, Alico Land Development Inc., Alico Fruit Company, LLC and Met (as amended, restated, supplemented or otherwise modified from time to time, the “MetLife Credit Agreement”) and amended the term loans and RLOC (the "Amended RLOC"). The primary terms of the amendments include an increase in the capacity of the Amended RLOC to $95,000 and an extension of its maturity to May 1, 2034. In connection with entrance into the Sixth Amendment, the Company also repaid current borrowings under the WCLC with Rabo and as of September 30, 2024 there were no available borrowings under this facility, which was cancelled in October 2024. As a result of the Sixth Amendment, the credit facilities now include the Met Fixed-Rate Term Loans and the Amended RLOC.

On March 31, 2025, the Company entered into a Seventh Amendment to the MetLife Credit Agreement (the “Seventh Amendment”) to, among other things, remove the Debt Service; Tangible Net Worth; Current Ratio and Debt to Total Assets Ratio covenants in their entirety. These restrictive covenants were replaced with a Quarterly Liquidity Covenant which requires the Company to maintain cash and cash equivalents in an amount equal to 1.5 multiplied by the cumulative sum of: (i) the scheduled principal and interest payments due under the debt owed to Met and Prudential which may be due and payable during the immediately following twelve month period and (ii) the projected interest payments due under the Amended RLOC (the “Minimum Liquidity Requirement”). In addition, the Company must maintain Cash and cash equivalents and Current Assets less Current liabilities (“Working Capital”) in excess of the Minimum Liquidity Requirement. At September 30, 2025, the Minimum Liquidity Requirement was $5,858.

On September 29, 2025, the Company entered into an Eighth Amendment (the “Eighth Amendment”) to the credit agreement with Met (the "Eighth Amendment"). Among other things, the Eighth Amendment provided for a new $10,000 fixed rate term loan bearing interest at 6.21% ("Met Fixed-Rate Term Loan II") with a maturity date of May 1, 2034; amended certain mortgages to add additional real property as collateral and add additional mortgagors; and modified the loan-to-value ratio covenant to require that the LTV Ratio be at all times less than 50%. The proceeds from the Met Fixed-Rate Term Loan II were used to repay all outstanding borrowings under the Company's loan agreement with Prudential Mortgage Capital Company, LLC, dated December 31, 2012 (as amended to date, the "Prudential Credit Agreement") consisting of Pru loans A & B with aggregate principal of $9,297, plus a prepayment premium of $649 and accrued interest. As a result of such repayment, the Prudential Credit Agreement was terminated in accordance with its terms. The Met Fixed-Rate Term Loan II is interest-only, with a balloon payment due at maturity on May 1, 2034 and reduces the Company's total required annual principal repayments by $1,160 per year.

The term loans and Amended RLOC are secured by real property. The security for the term loans and RLOC as of the most recent amendment, consists of approximately 40,428 gross acres of land.

The Met Fixed-Rate Term Loans are interest-only, with a balloon payment due at maturity on November 1, 2029. The interest rate on these Met Fixed-Rate Term Loans is 3.85%.

The Amended RLOC bears interest rate at SOFR plus 220 basis points (the "Amended SOFR Spread"), with a SOFR floor of 5.00% and a minimum balance of $2,500. The SOFR spread and SOFR floor are subject to adjustment by lender every 2.0 years beginning January 1, 2026 and every two years thereafter until maturity. The Amended RLOC is subject to an annual commitment fee of 25 basis points on the unused portion of the line of credit and is available for funding general corporate purposes. At September 30, 2025 and 2024, $92,500 and $86,606, respectively, was available under the Amended RLOC.

The variable interest rate on the Amended RLOC was 6.56% per annum and 7.30% per annum as of September 30, 2025 and September 30, 2024, respectively.

The WCLC was a revolving credit facility which is available for funding working capital and general corporate requirements. As of September 30, 2024 no borrowings were available borrowings under the WCLC and the agreement and was terminated in October 2024, once the accrued interest was paid. The WCLC had provided for Rabo to issue up to $2,000 in letters of credit on the Company’s behalf, none of which were issued as of September 30, 2024. The WCLC was collateralized by the Company’s current assets and certain other personal property owned by the Company.

As of September 30, 2025, the Company was in compliance with all of the financial covenants and was able to draw the entire amount of the RLOC, less current borrowings, and remain under the LTV Cap.

Credit facilities also include a Met Life term loan collateralized by 1,200 gross acres of citrus grove owned by Citree (“Met Citree Loan”). This is a $5,000 credit facility that bears interest at a fixed rate of 5.28% per annum. Principal and interest payments are made on a quarterly basis. The loan matures in February 2029.

Silver Nip Citrus Debt

There aretwo fixed-rate term loans, with an original combined balance of $27,550, bearing interest at 5.35% per annum (“Pru Loans A & B”). Principal of $290 is payable quarterly, together with accrued interest. The loans are collateralized by approximately 5,700 acres of citrus groves in Collier, Hardee, Highlands and Polk Counties, Florida and mature on June 1, 2029 and June 1, 2033, respectively. On September 29, 2025, the Company repaid the outstanding balance on the Pru loans A & B.

Deferred Financing Costs

Costs incurred to obtain financing are deferred and amortized to "Interest expense" in the Consolidated Statements of Operations over the related financing period using the effective interest method. The Company records debt issuance costs as a direct reduction of the carrying value of the related debt. Financing costs related to the undrawn RLOC are included in "Other non-current assets" in the Consolidated Balance Sheets.

Note 9. Income Taxes

The Federal and State filings remain subject to examination by tax authorities for tax periods ending after September 30, 2022 and 2021, respectively.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law, which includes a broad range of tax reform provisions that may affect the Company's financial results. The OBBBA allows for the addback of tax depreciation and amortization when computing interest limitations under Section 163(j) of the U.S. Internal Revenue Code of 1986, as amended, a reinstatement of elective 100% first-year bonus depreciation for qualified property acquired after January 19, 2025, and a more favorable tax rate on Foreign-derived Deduction Eligible Income and income from non-U.S. subsidiaries (Net CFC Tested Income), among other provisions. The Company has evaluated the impact of these provisions and noted an immaterial impact to fiscal year 2025. However, the Company is still currently evaluating the impact of these provisions which could affect the Company’s effective tax rate and deferred tax assets in future periods. A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the tax reform. The impact of those tax provisions in the OBBBA will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury.

The income tax (benefit) provision for the years ended September 30, 2025 and 2024 consists of the following:

Income tax (benefit) provision attributable to income before income taxes differed from the amount computed by applying the statutory federal income tax rate of 21% to (loss) income before income taxes for each of the years ended September 30, 2025 and September 30, 2024, respectively, as a result of the following:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of September 30, 2025, and 2024 are presented below:

The Company has a federal net operating loss carryforward of $45,362 and state net operating loss carryforward of $42,631 at September 30, 2025, which resulted in deferred tax assets of $9,526 and $1,852, respectively. Both the federal and state net operating losses have an indefinite life.

The Company has a partial valuation allowance on both our charitable contribution carryforward balance and federal and state tax loss carryforward balances as of September 30, 2025 and a partial valuation allowance on our charitable contribution carryforward balance at September 30, 2024. The valuation allowance at September 30, 2025 and 2024 was $14,094 and $5,757, respectively.

Note 10. Stock-based Compensation

Effective January 27, 2015, the Board adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which provides for up to 1,250,000 common shares available for issuance to provide a long-term incentive plan for officers, employees, directors and/or consultants to directly link incentives to stockholder value, with 1,073,879 remaining available for issuance under the 2015 Plan. The 2015 Plan was approved by the Company’s stockholders in February 2015. An amendment and restatement of the 2015 Plan was approved by the Board on December 17, 2024 and by shareholders on February 28, 2025 at the Company Annual Shareholders Meeting (the “Amended and Restated 2015 Plan”). The Amended and Restated 2015 Plan provides for grants to eligible participants in various forms including restricted shares of the Company’s common stock, restricted stock units and stock options. Awards are discretionary and are determined by the Compensation Committee of the Board of Directors. Awards vest based upon service conditions. Non-vested restricted shares generally vest over requisite service periods ofone tosix years from the date of grant.

The Company recognizes stock-based compensation expense for (i) Board fees (generally paid in treasury stock); and (ii) other awards under the 2015 Plan (paid in restricted stock and stock options). Stock-based compensation expense is recognized in general and administrative expenses in the Consolidated Statements of Operations.

Stock Compensation – Board of Directors

The Board can either elect to receive stock compensation or cash for their fees for services provided. Stock-based compensation expense relating to the Board fees was $478 and $493 for the years ended September 30, 2025, and 2024, respectively.

Restricted Stock Awards (“RSAs”)

The following table represents a summary of the status of the Company’s RSAs:

a. The weighted average remaining contractual term is 0.3 years and the aggregate intrinsic value of RSAs expected to vest is $303.

Stock compensation expense related to the RSAs totaled $127 and $226 for the years ended September 30, 2025 and 2024, respectively. There was $24 of total unrecognized stock compensation costs related to RSAs at September 30, 2025.

Stock Options

All outstanding stock options are fully vested at September 30, 2025.

The following table represents a summary of the Company’s stock option activity:

No stock compensation expense was recognized for the options during the years ended September 30, 2025 and 2024, respectively.

Forfeitures of RSAs and stock options were recognized as incurred.

At September 30, 2025 and September 30, 2024, there wasno unrecognized stock compensation costs related to unvested share-based compensation for the option grants.

Market-based Restricted Stock Units

On December 23, 2024, the Company granted market-based restricted stock units ("MRSUs") to one of its executives, which will be eligible to be earned if at any time prior to September 30, 2027, the average 30-day closing per share price of the Company’s Common Stock exceeds the applicable price per share thresholds set forth below:

The earned MRSUs will then be subject to time-based vesting on September 30, 2027, subject to continued service through such date. Stock compensation expense will be recognized ratably over the term of the award.

The assumptions used in the Monte Carlo simulation model to calculate the fair value of the Company’s MRSUs on the grant date are as follows:

a. The weighted average remaining contractual term is 2.3 years and the aggregate intrinsic value of MRSUs expected to vest is $1,317.

For the years ended September 30, 2025 and 2024, total unrecognized stock compensation costs for MRSUs was $338 and $0, respectively.

Forfeitures of RSAs, stock options and MRSUs are recognized as incurred.

Stock-based compensation expense related to MRSUs for the years ended September 30, 2025 and 2024, was $130 and $0, respectively.

Total stock-based compensation expense for the years ended September 30, 2025 and 2024, which was recognized in general and administrative expense, was $735 and $719, respectively.

Note 11. Segment Information

Segments

Our Chief Executive Officer, who is also our chief operating decision maker (“CODM”), assesses performance and allocates resources based on the operating performance oftwo reportable segments: Alico Citrus and Land Management and Other Operations. The operating segments represent the primary components that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is regularly provided to the Company’s CODM. In identifying our reportable segments, the Company also considered the nature of services provided by our operating segments, economic characteristics in which the segments operate and other relevant factors.

Total revenues represent sales to unaffiliated customers, as reported in the Consolidated Statements of Operations. Goods and services produced by these segments are sold to wholesalers and processors in the United States who prepare the products for consumption. The Company's CODM evaluates the segments’ performance based on Revenues and Gross profit (loss) from operations.

Information by reportable segment is as follows:

The reconciliations of segment gross (loss) to consolidated (loss) income before income taxes are as follows:

Note 12. Leases

The Company determines whether an arrangement is a lease at inception. The Company’s leases consist of operating lease arrangements for certain office space and IT facilities. When these lease arrangements include lease and non-lease components, the Company accounts for lease components and non-lease components (e.g., common area maintenance) separately based on their relative standalone prices.

Any lease arrangements with an initial term of 12 months or less are not recorded on the Company’s Consolidated Balance Sheets, and it recognizes lease cost for these lease arrangements on a straight-line basis over the applicable lease term. Many lease arrangements provide the options to exercise one or more renewal terms or to terminate the lease arrangement. When the options are reasonably certain to be exercised the Company includes these options when it will be reasonably certain to exercise them in the lease term used to establish the right-of-use assets and lease liabilities. Generally, lease agreements do not include an option to purchase the leased asset, residual value guarantees or material restrictive covenants.

As most of our lease arrangements do not provide an implicit interest rate, the Company applies an incremental borrowing rate based on the information available at the commencement date of the lease arrangement to determine the present value of lease payments.

No lease costs associated with finance leases and sale-leaseback transactions occurred and our lease income associated with lessor and sublease arrangements are not material to our Consolidated Financial Statements.

Our operating leases are reported in our Consolidated Balance Sheets as follows:

Our operating leases cost components are reported in our Consolidated Statements of Operations as follows:

Future maturities of our operating lease obligations as of September 30, 2025, by year, are as follows:

Cash flow information related to leases consists of the following:

Note 13. Employee Benefit Plans

Profit Sharing and 401(k) Plans

The Company maintains a 401(k) employee savings plan for eligible employees, which provides up to a 4% matching contribution payable on employee payroll deferrals. The Company’s matching funds vest to the employee immediately, pursuant to a safe harbor election effective in October 2012. The Company’s contributions to the plan were $189 and $347 for the years ended September 30, 2025 and 2024, respectively.

The Company also maintains a Profit Sharing Plan (“Plan”) that is fully funded by contributions from the Company. Contributions to the Plan are discretionary and determined annually by the Board. Contributions to employee accounts are based on the participant’s compensation. The Company did not contribute to the Plan for the years ended September 30, 2025 and 2024, respectively.

Note 14. Related Party Transactions

Capital Contribution

On June 10, 2024, all operating partners of Citree received a funding notice relating to an additional Cash Capital Contribution (“Contribution”) requirement of $750, as a result of trees producing limited revenue as they continue to recover from Hurricane Ian. The Company’s and noncontrolling parties’ portions of the Contribution of $382 and $368, respectively, were funded on July 11, 2024.

Note 15. Commitments and Contingencies

From time to time, Alico has been, and may in the future be, involved in litigation relating to claims arising out of its operations in the normal course of business. There are no current legal proceedings to which the Company is a party or of which any of its property is subject that it believes will have a material adverse effect on its financial position, results of operations or cash flows.

Note 16. Subsequent Events

On October 27, 2025, the CGSD, a special district formed to facilitate financing and development of community infrastructure within its boundaries, entered into a Locally Funded Agreement (the “CGSD Funding Agreement”) with the State of Florida Department of Transportation (“FDOT”). The CGSD was established in June 2025 and it will assist 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. The Company’s Chief Executive Officer, John Kiernan, is the Board Chairman of the CGSD. Through the CGSD Funding Agreement, the Company will provide funding to FDOT to support the construction of a wildlife‑crossing planned as part of the Corkscrew Villages Project in eastern Collier County and on November 14, 2025, the Company deposited $5,071 with FDOT to fund the project. The payment to the CGSD is reimbursable to the Company under the CGSD Funding Agreement.

On November 4, 2025, the Company sold 579 acres of citrus land for $6,077 and on November 19, 2025, sold our office and shop in Frostproof for $1,675.

None.