ALICO, INC.

Director Fees

Under our director compensation arrangement that became effective on April 1, 2013 (the “Director Compensation Plan”), our directors (including employee directors) are eligible to receive an annual fee of $75,000 in cash. No additional fees are payable for attendance at each Board meeting. For service as a standing committee chairman, directors are paid an additional $5,000 annually, with the exception of the chairman of the Audit Committee, who receives an additional total of $10,000 annually and the Chairman of the Board, who receives an additional total of $50,000 annually. Mr. Brokaw waived the additional fee for serving as the Chairman of the Board during his tenure. All annual fees are payable on a quarterly basis.

As of January 1, 2025, Mr. Kiernan no longer receives a separate annual cash retainer for his service as a director. The annual cash retainer paid to Mr. Kiernan for his service as a director through December 31, 2024 is set forth in the Summary Compensation Table below.

Prior to the beginning of each calendar year, each director may elect to receive all or any portion of his or her director fees, including those received for chairing any committee, in the form of common stock with a market value at the time of such quarterly installment equal to 100% of the amount of such fees otherwise payable in cash.

Additional Arrangements

The Company pays for or provides (or reimburses its directors for out-of-pocket costs incurred for) transportation, hotel, food and other incidental expenses related to attending Board, committee or Company meetings, or participating in director education programs and other director orientation or educational meetings.

2025 Director Compensation

The following table provides information concerning the compensation of the Company’s directors for the fiscal year ended September 30, 2025. As of September 30, 2025, there were no stock options outstanding for any director, relating to director services. Accordingly, the column for such information has been omitted from the table below. For a complete understanding of the table, please read the footnotes and the narrative disclosures that follow the table.

(1)Directors may elect to receive shares of common stock in lieu of cash fees. Directors who so elect are granted shares of common stock in lieu of cash fees on a quarterly basis each year. With respect to fiscal 2025, 2,089 shares of common stock were granted in lieu of cash fees to George R. Brokaw, 2,779 shares of common stock were granted in lieu of cash fees to Katherine R. English, 2,605 shares of common stock were granted in lieu of cash fees to Benjamin D. Fishman, 2,793 shares of common stock were granted in lieu of cash fees to W. Andrew Krusen, Jr., 2,859 shares of common stock were granted in lieu of cash fees to Toby K. Purse and 3,496 shares of common stock were granted in lieu of cash fees to Adam H. Putnam. All awards are vested upon grant and thus there are no outstanding unvested stock awards.

Executive Officer Compensation

Introduction

In fiscal year 2025, our NEOs were:

•John E. Kiernan—President and Chief Executive Officer

•Bradley Heine—Chief Financial and Accounting Officer

•Mitch Hutchcraft—Executive Vice President of Real Estate

The Company’s compensation philosophy and program design is intended to support the Company’s business strategy and align executives’ interests with those of shareholders and employees. A significant portion of the Company’s executive compensation opportunity is related to factors that influence shareholder value, including return on assets, long-term stock performance, and operational performance. The Company believes that as an executive’s responsibilities increase, so should the proportion of his or her total pay composed of variable compensation and tied to long-term shareholder value creation.

Say on Pay Vote and Other Input from Shareholders

The Company implemented the 2015 Plan following approval by shareholders at the 2015 Annual Meeting of Shareholders. The Amended and Restated 2015 Plan was approved by shareholders at the 2025 Annual Meeting of Shareholders. The Amended and Restated 2015 Plan includes, among other things, a clawback provision and prohibits stock option repricing without shareholder approval.

We held an advisory (non-binding) vote at our 2021 Annual Meeting of Shareholders on whether the frequency of the Say-on-Pay Vote should be every one, two or three years, with our shareholders approving holding the Say-on-Pay Vote every three years. In addition, at the 2024 Annual Meeting of Shareholders, our shareholders expressed their support of our executive compensation philosophy and program by approving the non-binding advisory Say-on-Pay Vote on our executive compensation. Approximately 60% of votes cast supported our executive compensation policies, which calculation treats broker-non votes as votes “against” the proposal based on the voting standard provided in our Bylaws, though removing broker-non votes from the calculation would result in approximately 90% of votes cast in support of our executive compensation policies and practices. The Compensation Committee has reviewed and considered the results of this advisory shareholder vote and considers the latter approach as an indication that voting shareholders endorse the Company’s current executive compensation program. The Compensation Committee will continue to evaluate the executive compensation program, seeking to keep the program in line with the Company’s short and long-term goals and to take shareholder feedback and the results of say-on-pay votes into consideration when making future compensation decisions.

Compensation Committee and Compensation Practices

The Compensation Committee regularly reviews best practices related to executive compensation to ensure consistency with the Company’s compensation philosophy. Consistent with this philosophy and taking into account business results, the following executive compensation practices were in place for fiscal year 2025:

•total compensation levels for executives were generally not increased compared to fiscal year 2024;

•executives received modest perquisites; and

•historical share awards have generally been paid from treasury stock, subject to availability.

Executive Compensation Program and Philosophy

The intent of the Company’s executive compensation program is to attract and retain talent and to create incentives for and reward excellent performance. To that end, we seek to compensate our executives in a manner that:

•is competitive;

•rewards performance that creates shareholder value and recognizes individual contributions; and

•encourages longer-term value creation.

Each year, the Compensation Committee reviews the Company’s financial performance and evaluates each executive’s role in influencing such performance to determine if, and to what extent, each NEO’s individual contribution merited discretionary compensation. The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership, to assess performance, taking into account the financial condition of the Company and the contribution of the NEOs in the context of relevant conditions. Conditions may include many factors beyond the executive’s control, such as weather, commodity prices, and strategic opportunities.

Compensation Consultants

The Compensation Committee makes recommendations to the Board for all aspects of executive compensation, including the structure and design of the compensation program. The Compensation Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their engagement. The Compensation Committee, from time to time, has engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) as an independent consultant to advise the Compensation Committee with respect to the Company’s compensation program, and to perform various related studies and projects.

However, the Compensation Committee did not engage Semler Brossy to provide any advice on compensation matters with respect to executive officers during fiscal year 2025 as the compensation committee has not made any material changes to the executive compensation program since fiscal year 2023.

Elements of Compensation

Base Salaries

Base salaries for the Company’s NEOs are based on their scope of responsibilities, education and training levels, leadership abilities, performance and specialized skills. Determination of salaries is based on the Company’s financial performance, overall financial condition, individual performance, and the current competitive market environment, and may include a review of the Company’s peer group and other relevant data. Because the Compensation Committee wishes to incentivize executives with pay for performance, base salary levels of the Company are generally lower than the market median.

Annual Discretionary Cash Bonuses

The Company has an annual discretionary cash bonus program. The Compensation Committee works closely with the Chief Executive Officer and Chief Financial Officer to evaluate the Company’s financial performance and overall financial condition to determine whether or not discretionary bonuses are to be paid for the particular fiscal year.

When the Compensation Committee determines that the interests of the Company and its shareholders would be served by the payment of discretionary bonuses, the Compensation Committee considers the individual performance of each executive and his or her role in influencing Company performance and the financial condition of the Company. In the case of NEOs other than the Chief Executive Officer, these evaluations are based in part on input from the Company’s Chief Executive Officer regarding each executive’s performance. All Compensation Committee actions regarding the discretionary bonuses are subject to the review and approval of the Board.

Mr. Kiernan is also eligible to earn certain performance-based and discretionary bonuses pursuant to his amended and restated annual performance and long term bonus agreement, dated December 23, 2024 (the "Kiernan Bonus Agreement"), as described below.

Under the Kiernan Bonus Agreement, the $300,000 long term return of capital bonus earned with respect to the prior long-term performance period of October 1, 2021, through September 30, 2024 was earned on January 1, 2025, subject to Mr. Kiernan’s continued employment through such date. For fiscal year 2025, Mr. Kiernan also received a discretionary bonus of $100,000 for his performance in fiscal 2025 and earned a real estate commission bonus of $238,856 based on the level of achievement of the performance metrics set forth in the Kiernan Bonus Agreement.

Under his employment agreement, Mr. Heine is eligible for a discretionary annual performance bonus targeted at 40% of his base salary. With respect to fiscal 2025, Mr. Heine received a discretionary bonus of $90,000.

Under the letter agreement entered into by the Company and Mitch Hutchcraft on July 18, 2025 (the “Hutchcraft Letter Agreement”), Mr. Hutchcraft is eligible to receive an annual discretionary cash bonus up to $40,000 based on the achievement of general corporate objectives of the Company, as well as a real estate incentive bonus based on the achievement of certain Company real estate project milestones, payable annually following each fiscal year-end, with at least 75% paid in cash and up to 25% payable in fully vested restricted stock unit awards under the Amended and Restated 2015 Plan.

For fiscal 2025, Mr. Hutchcraft received an annual discretionary cash bonus of $40,000 and a real estate incentive bonus of $155,000, which was paid fully in cash.

For additional information on the Kiernan Bonus Agreement, see“Executive Compensation—Employment Agreements with Named Executive Officers” below.

Retirement Benefits

Executive officers are allowed to participate in the Company’s tax-qualified 401(k) and Profit Sharing Plan offered to all full-time employees. Under the plan, the Company matches each participating employee’s elected contribution to the plan with an employer contribution, but with such match not to exceed 4% of a participating employee’s eligible compensation. In addition to the mandatory matching contribution, annual discretionary contributions, based on a percentage of salary determined at the Boards’ sole discretion, may be contributed by the Company pursuant to the qualified profit-sharing portion of the plan. There were no such discretionary contributions authorized in fiscal years 2025 or 2024.

Health and Welfare Benefits, Perquisites, and Other Fringe Benefits

The Company’s executive officers receive health and insurance benefits, such as group medical and life insurance, under plans generally available to all salaried employees. Other fringe benefits consist of supplemental life insurance, Company-provided vehicles, and dividends paid on unvested stock where appropriate. The Company does not own a corporate jet or helicopter, nor does it pay for country club dues or other such perquisites.

Employment Agreements

The Company entered into a second amended and restated employment agreement with Mr. Kiernan on December 23, 2024 (the “Kiernan Employment Agreement”) and entered into an employment agreement with Mr. Heine on August 16, 2023 (the “Heine Employment Agreement”), as amended by that certain letter agreement by and between the Company and Mr. Heine, dated as of May 28, 2024 (the “Heine Letter Agreement”). These employment agreements, in addition to the Kiernan Bonus Agreement, are intended to provide continuity and stability in the leadership of our organization. Mr. Kiernan’s employment agreement generally provides for an annual base salary (subject to a specified minimum), eligibility for target short-term and long-term cash bonuses based on different identified achievements pursuant to the Kiernan Bonus Agreement, restricted stock unit grants with vesting terms, grants of Company shares tied to long-term performance, severance upon a qualifying termination of employment, a termination bonus upon a Change in Control, and restrictive covenants.

Mr. Heine’s employment agreement generally provides for an annual base salary (subject to specified minimums), target annual cash bonuses, eligibility for grants of Company shares tied to long-term performance, severance upon a qualifying termination of employment, and restrictive covenants.

The Company entered into an employment agreement with Mitch Hutchraft on May 28, 2024 (the “Hutchcraft Employment Agreement”). On July 18, 2025, the Company and Mr. Hutchcraft entered into the Hutchcraft Letter Agreement amending the terms of Mr. Hutchcraft’s employment agreement.

The employment and/or bonus agreements with our named executive officers are described in further detail in “Executive Compensation-Employment Agreements with Named Executive Officers” below.

Indemnification Agreements

The Company has entered into Indemnification Agreements with each of its named executive officers and directors (each, an “Indemnified Party”). Pursuant to the terms of the agreements, the Company agreed to indemnify each Indemnified Party to the fullest extent permitted by applicable law, against all expenses, judgments, and fines incurred in connection with any legal proceeding brought against an Indemnified Party by reason of the fact that he or she is or was an officer or director of the Company or by reason of any action taken by him or her while acting on behalf of the Company. The Company also agreed to maintain directors’ and officers’ liability insurance policies at existing coverage levels for as long as an Indemnified Party continues to serve as an officer or director of the Company and for a period of six years thereafter.

Stock Ownership Guidelines for CEO and Directors

The Company believes that its CEO should have a financially significant investment in the Company so that his interest and the interest of the Company’s shareholders are aligned. In furtherance of this goal, in January 2013, the Board adopted a CEO Stock Purchase Policy requiring the CEO to beneficially own shares in the Company with a value equal to the higher of the market value or the price at which the CEO acquired the stock that is equal to or greater than $250,000 or the lesser amount applicable to a phase-in period (the “Company CEO Target Stock Ownership Requirement”), determined as of the end of each fiscal year. During the phase-in period, the CEO who is phasing-in ownership must own, as of each measurement date (as described below) and at all times thereafter while he or she is the CEO of the Company, stock in the Company with a market value at least equal to or greater than the phase-in Company CEO Target Ownership Requirement as follows: The CEO must (i) have ownership of $50,000 in Company common stock, at the end of the fiscal year during which the CEO is hired (the “first measurement date”), (ii) have ownership of $150,000 in Company common stock at the end of the next fiscal year after the first measurement date, and (iii) have ownership of $250,000 in Company common stock at the end of the second fiscal year after the first measurement date. As Mr. Kiernan previously met the Company CEO Target Stock Ownership Requirement, he is currently subject to the fully phased-in requirement.

In 2005, the Board adopted, and the Company’s shareholders approved, a director stock purchase policy requiring that all directors own Alico common stock with a market value (or cost, if higher) that is equal to or greater than $200,000 or such lesser amount as is applicable to a phase-in period (the “Company Director Target Stock Ownership Requirement”). To provide directors serving on the Board as of the date of the adoption of this policy and new Directors who subsequently join the Board the opportunity to meet this requirement over a reasonable period of time, each such director has three years to achieve the overall Company Director Target Stock Ownership Requirement. If the director is elected to the Board at a time when there is less than four months remaining in the fiscal year, then the three-year period for overall compliance with the Company Director Target Stock Ownership Requirement would be extended until two years following the end of the next full fiscal year. The Company Director Target Stock Ownership Requirement is measured at the end of the phase-in period and annually thereafter at the end of each fiscal year. Throughout fiscal year 2025, all of our directors met the applicable Company Director Target Stock Ownership Requirement.

Equity Grants and Equity Grant Practices

On December 23, 2024, Mr. Kiernan was granted a performance-based restricted stock unit award with respect to up to 38,000 shares, 5,000 of which will be earned if the average 30 day closing per share price of Company shares (the “trailing price”) exceeds $35 per share, 12,500 of which will be earned if the trailing price exceeds $40 per share and 20,500 of which will be earned if the trailing price exceeds $45 per share, in each case prior to September 30, 2027.

Such performance-based restricted stock unit awards for Mr. Kiernan described in further detail in “Executive Compensation-Employment Agreements with Named Executive Officers” below.

Pursuant to the 2015 Plan, upon the occurrence of a “Change in Control” (as defined in the 2015 Plan), all outstanding time-based equity awards will accelerate and vest unless otherwise provided in the applicable award agreement and all outstanding performance-based equity awards which are not replaced in connection with the transaction will deemed to be earned and vest on a pro rata basis, with performance achievement determined based on the greater of target and actual performance.

We do not schedule our equity grants in anticipation of the release of material, non-public information (MNPI), nor do we time the release of MNPI based upon grant dates of equity, or for the purpose of affecting the value of executive compensation. In the event MNPI becomes known to the Compensation Committee prior to granting an equity award, the Compensation Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any impropriety.

Clawback Policy

We have adopted a policy for Recovery of Erroneously Awarded Compensation that complies with the new SEC and Nasdaq listing standards, and provides that the Company shall recover certain incentive-based compensation of our current and former executive officers in the event the Company is required to prepare a qualifying accounting restatement.