ALICO, INC.

Corkscrew Grove Villages

In March 2026, the Company received a recommendation of approval of the creation of the East Village Stewardship Receiving Area from the Collier County Staff and the unanimous recommendation of approval from the Planning Commission. On April 28, 2026, and consistent with Alico’s project schedule for the Corkscrew Grove property, the Collier County Board of County Commissioners voted unanimously to approve the Stewardship Receiving Area (SRA) for the Corkscrew Grove East Village, as well as the companion Stewardship Sending Area (SSA) 22. This significant local approval includes the following:

1. The SRA meets the Suitability Criteria of the Collier County Land Development Code

2. That the East Village is 1,446.59 acres

3. That future development may include up to:

a.238,606 gross square feet of neighborhood scaled retail and office uses

b. A maximum of 100,000 square feet of indoor self-storage,

c. A minimum of 45,000 gross square feet of civic, government, and institution uses

d. A maximum of 4,502 dwelling units, which include 362 affordable housing units

e. The dwelling units will include a diversity of housing types, with a minimum of 10% of units being multi-family

4. That a Stewardship Sending Area Agreement is approved for SSA 22, containing 1,295.4 acres.

Consistent with our entitlement program for the Corkscrew Grove property in Collier County, the Corkscrew Grove Villages development plan continues progressing towards the issuance of a Conceptual Environmental Resource Permit by South Florida Water Management District (SFWMD), and a 404/Dredge and Fill permit by the US Army Corps of Engineers (ACOE). Information regarding the project and its progress towards key milestones will be documented in future SEC filings, and reflected on our project website- https://corkscrewgrovecollier.com/.

Land Sales

During the three months ended March 31, 2026, we sold approximately 2,950 acres of land for $26,859 ($9,110 per acre) in gross proceeds.

Purchases of Common Stock

During the three months ended March 31, 2026, the Company repurchased 207,340 shares of stock, at a weighted average price per share of $40.38, for $8,372. In April 2026, the Company repurchased 38,059 shares of stock at a weighted average price of $42.87 for $1,631, bringing its Fiscal Year 2026 repurchases to 245,399 shares at a weighted average price of $40.76, for $10,003.

Condensed Consolidated Results of Operations

The following discussion provides an analysis of our results of operations for the three and six months ended March 31, 2026, as compared to 2025:

Operating Revenue

The 70.3% and 79.3% decrease in revenue for the three and six months ended March 31, 2026, respectively, as compared to the three and six months ended March 31, 2025, was primarily due to our Strategic Transformation and decision to wind down our Citrus division to focus on a long-term diversified land usage and real estate development strategy, partially offset by an increase in farming lease and sod revenue.

Operating Expenses

The 94.1% and 91.0% decrease in operating expenses for the three and six months ended March 31, 2026, as compared to the three and six months ended March 31, 2025, was primarily driven by our Strategic Transformation and decision to wind down our Citrus division.

General and Administrative Expense

General and administrative expense decreased $155 for the three months ended March 31, 2026, compared to the three months ended March 31, 2025 due to lower depreciation expense due to the acceleration of depreciation in the prior year, partially offset by an increase in contract labor costs and the provision for credit losses on certain citrus receivables.

General and administrative expense increased $260 for the six months ended March 31, 2026, compared to the six months ended March 31, 2025 due to an increase in contract labor costs and the provision for credit losses on certain citrus receivables, partially offset by lower depreciation expense.

Other Income (Expense), net

Other income (expense), net for the three months ended March 31, 2026 increased $4,560 compared to the three months ended March 31, 2025, driven by the sale of approximately 2,950 acres of citrus land for $26,859 ($9,110 per acre) during the three months ended March 31, 2026 as compared to the sale of approximately 2,100 acres of land for $17,872 ($8,526 per acre) during the quarter ended March 31, 2025.

Other income (expense), net for the six months ended March 31, 2026 increased $9,529, compared to the six months ended March 31, 2025, principally as a result of the sale of approximately 3,546 acres of land for $34,611 ($9,761 per acre) in gross proceeds, as compared to the sale of approximately 2,100 acres of land for $17,872 ($8,526 per acre) in gross proceeds during the six months ended March 31, 2025.

Income Taxes

The change in the income tax provision of $27,109 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was principally due to the effects of permanent tax adjustments as well as changes in the valuation allowance as a result of movement in temporary tax items. Based upon both positive and negative evidence, management determined that it was not "more likely than not" that a portion of deferred tax assets will be realized. This conclusion is based upon an analysis of the Company's cumulative three-year loss position as of March 31, 2026.

The decrease in the income tax benefit for the six months ended March 31, 2026, as compared to the six months ended March 31, 2025, of $28,691 was principally due to the pre-tax gain, as opposed to a pre-tax loss in the prior period, and a change in the valuation allowance. Based upon both positive and negative evidence, management determined that it was not "more likely than not" that a portion of deferred tax assets will be realized. This conclusion is based upon an analysis of the Company's deferred tax assets and liabilities due to the cumulative three-year loss position at March 31, 2026.

The following discussion provides an analysis of our operating segments:

Alico Citrus

Components of Results of Operations for Alico Citrus Segment

We sell our Early and Mid-Season and Valencia oranges to orange juice processors. The processors generally buy the citrus crop on a pound solids basis, which is the measure of the soluble solids (sugars and acids) contained in one box of fruit. Our Fresh Fruit revenue is derived from sales to packing houses that purchase the citrus on a per box basis. We have historically provided citrus grove caretaking and harvest and haul management services to third parties from which revenues were recorded as Grove Management Services, including a management fee. Other revenues principally consist of the purchase and reselling of fruit.

Operating expenses for our Alico Citrus segment consist primarily of Cost of Sales, Harvesting and Hauling costs and Grove Management Service costs. Cost of Sales represents the cost of maintaining the citrus groves for the preceding calendar year and does not vary in relation to production. Harvesting and Hauling costs represent the costs of bringing citrus product to processors and vary based upon the number of boxes produced. Grove Management Services costs include those costs associated with citrus grove caretaking and harvest and haul management services provided to third parties. As of March 31, 2025, there were no longer any material grove management agreements in effect. Other expenses include the period costs of third-party grove caretaking and the purchase and reselling of third-party fruit, which ceased after fiscal year 2025 as part of our Strategic Transformation.

Comparison of the Three and Six Months Ended March 31, 2026 and 2025 for the Alico Citrus Segment

The 78.0% and 86.1% decrease in revenue for the three and six months ended March 31, 2026, compared to the three and six months ended March 31, 2025, respectively, was driven by our Strategic Transformation and decision to wind down our Citrus division to focus on a long-term diversified land usage and real estate development strategy.

The 152.0% increase in revenue from our Early and Mid-Season harvest for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, was driven by the timing of the harvest which was substantially delayed until the current fiscal quarter. The 87.7% decrease in revenue from our Early and Mid-Season harvest for the six months ended March 31, 2026, as compared to the six months ended March 31, 2025, was driven by our Strategic

Transformation and decision to wind down our Citrus division to focus on a long-term diversified land usage and real estate development strategy.

For the three and six months ended March 31, 2026, we recognized a decrease in revenue from sales of Fresh Fruit and Other of $202 and $240, respectively, compared to the same periods in the prior year, driven by a decrease in the amount of Fresh Fruit that was resold on behalf of grove owners, as we are no longer performing these services.

Revenue for the three and six months ended March 31, 2026 from the grove owners relating to Grove Management Services decreased 100.0% and 98.5%, respectively, compared to the prior year, principally due to the expiration of our grove management agreement on December 31, 2024 and our decision to wind down our citrus operations in fiscal year 2025.

For the three and six months ended March 31, 2026 we recognized a 94.8% and 91.5% decrease in Cost of Sales, compared to the prior year period, which was driven by the decision to wind down our citrus operations. Crop Insurance Proceeds of $4,040, received in connection with claims resulting from Hurricane Milton, in the quarter ended March 31, 2025 are recorded within Fresh Fruit and Other in the table above.

For the three and six month periods ended March 31, 2026, Harvest and Hauling expenses decreased 96.8% and 96.5%, respectively, compared to the prior year periods, driven by our decision to wind down our citrus operations in fiscal year 2025.

There were no Grove Management expenses for the three and six months ended March 31, 2026 due to the expiration of our grove management agreement on December 31, 2024 and our decision to wind down our citrus operations in fiscal year 2025.

Land Management and Other Operations

The table below presents key operating measures for the three and six months ended March 31, 2026 and 2025 for the Land Management and Other Operations segment:

Components of Results of Operations for Land Management and Other Operations Segment

Land and Other Operations includes lease income from leases for grazing rights, hunting, farming, royalty agreements with third parties of aggregate miners, and other miscellaneous income.

Land and Other Operations operating expenses includes real estate, property taxes, general and administrative expenses including salaries, benefits and legal.

Comparison of the Three and Six Months Ended March 31, 2026 and 2025 for the Land Management and Other Operations Segment

Land Management and Other Operations revenue for the three months ended March 31, 2026 increased 113.1%, as compared to the same period in the prior year primarily due to an increase in farm lease and sod revenue as we change our focus to long-term diversified land usage as part of the Strategic Transformation. The 97.1% increase in revenues from Land Management and Other Operations for the six months ended March 31, 2026, as compared to the same period in the prior year, was primarily due to an increase in farm lease revenue, rock sand royalty and sod revenue.

The increase in operating expenses from Land Management and Other Operations for the three and six months ended March 31, 2026 of $964 and $992, respectively, as compared to the three and six months ended March 31, 2025 is due to the shift in focus to our diversified land usage strategy, which leads to a greater portion of employee costs, property taxes and insurance being recognized in our Land Management and Other Operations Segment in the current year period.

Seasonality

We have historically been 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 our 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. As a result of the Strategic Transformation, we expect these seasonal patterns to diminish as we continue to wind down our Citrus operations.

Liquidity and Capital Resources

A comparative balance sheet summary is presented in the following table:

(a) - Excludes deferred financing costs

Sources and Uses of Liquidity and Capital

Our business has historically generated full fiscal year positive net cash flows from operating activities, although the net cash flow in the first quarter of each fiscal year has been negative because of seasonality and the associated need to expend cash in advance of generating revenues from the harvesting season. In January 2025, we announced a Strategic Transformation in our business focus, to wind down our Alico Citrus division, which holds our citrus production operations, to focus on a long-term diversified land usage and real estate development strategy. In May 2025, we 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. Sources of cash primarily include cash flows from operations, strategic sales of land and other assets, amounts available under our RLOC, and access to capital markets. Access to additional borrowings under our RLOC is subject to the satisfaction of customary borrowing conditions. As a public company, we may have access to other sources of capital. However, access to, and availability of, financing on acceptable terms in the future will be affected by many factors, including (i) financial condition, prospects, and credit rating; (ii) liquidity of the overall capital markets; and (iii) the state of the economy. There can be no assurance that we will continue to have access to the capital markets on acceptable terms, or at all.

The principal uses of cash that affect our liquidity position have historically included the following: operating expenses including employee costs, the cost of maintaining the citrus groves, harvesting and hauling of citrus products, capital expenditures, property taxes, stock repurchases, dividends, debt service costs including interest and principal payments on term loans and other credit facilities and acquisitions. Our expected principal uses of cash that affect our liquidity position, in light of the Strategic Transformation and the fiscal year 2025 workforce reduction, are expected to include lower employee costs, lower costs of maintaining citrus groves and lower capital expenditures. In addition, on March 25, 2025, our Board approved a stock repurchase program authorizing us to repurchase up to $50.0 million shares of Common Stock, with the amount and timing of repurchases depending on market conditions and corporate needs. During the three months ended March 31, 2026, the Company repurchased 207,340 shares of stock, at a weighted average price per share of $40.38, for $8,372 (see Note 15. Subsequent Events to the accompanying Condensed Consolidated Financial Statements).

During the three and six months ended March 31, 2025, we recorded an additional valuation allowance against our deferred tax assets, which is recorded in the annual effective tax rate. We are required to assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss expected to be incurred over a three-year period during the year ending September 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Management believes that a combination of cash-on-hand, cash generated from operations, asset sales and availability under our RLOC will provide sufficient liquidity to service the principal and interest payments on our indebtedness and will satisfy working capital requirements and capital expenditures for at least the next twelve months and over the long term. However, this is subject, to a certain extent, on general economic, financial, competitive, regulatory and other factors that are beyond our control.

Borrowing Facilities and Long-term Debt

We have a $95,000 RLOC, of which $92,500 was available for general use as of March 31, 2026 (see Note 8. Long-Term Debt and Lines of Credit to the accompanying Condensed Consolidated Financial Statements).

Our credit facilities are subject to a Minimum Liquidity Requirement of $5,824 and an LTV Cap of 50.0%. As of March 31, 2026, we were in compliance with all of the financial covenants and were able to draw the entire amount of the RLOC, less current borrowings, and remain under the LTV Cap.

The term loans and RLOC are secured by real property. The security for the term loans and RLOC as of the most recent amendment, consists of approximately 40,263 gross acres of land.

We may utilize available cash and proceeds from asset sales to pay down indebtedness, repurchase stock and for other corporate purposes, subject to market conditions and Board discretion. Any decision regarding share repurchases or dividends will depend on our cash flows, liquidity, credit facility covenants, and other factors, and there can be no assurance that additional financing will be available on acceptable terms, or at all.

The level of debt could have important consequences on our business, including, but not limited to, increasing our vulnerability to general adverse economic and industry conditions, limiting the availability of cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements, and limiting flexibility in planning for, or reacting to, changes in our business and industry.

Cash Flows

The components of our cash flows are discussed below.

Net Cash Used In Operating Activities

The $4,238 increase in Net cash used in operating activities was driven by lower revenues and a smaller tax refund, partially offset by lower operating expenses during the six months ended March 31, 2026, as compared to the six months ended March 31, 2025, due to our Strategic Transformation which began in January 2025.

Net Cash Provided By Investing Activities

The $12,588 increase in Net cash provided by investing activities for the six months ended March 31, 2026, compared to the six months ended March 31, 2025, was principally the result of greater land sales in the six months ended March 31, 2026, partially offset by an advance of $5,071 to fund a wildlife-crossing planned as part of the Corkscrew Villages Project (see Note 2. Summary of Significant Accounting Policies to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for details).

Net Cash Used In Financing Activities

The $5,622 increase in Net cash used in financing activities for the six months ended March 31, 2026, as compared to the six months ended March 31, 2025, was primarily the result of common stock repurchases of $8,372, partially offset by lower debt repayments in the six months ended March 31, 2026.

Contractual Obligations

Our material cash requirements from known contractual and other obligations are described in the accompanying notes to the financial statements within Part I, Item 1 of this Quarterly Report. These include principal and interest payments on long-term debt as described in Note 8. Long-Term Debt and Lines of Credit and operating leases as described in Note 11. Leases to the Condensed Consolidated Financial Statements included in this Quarterly Report.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations is based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires the Company to make certain estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. We base these estimates on historical experience, available current market information and on various other assumptions that management believes are reasonable under the circumstances. Additionally, the Company evaluates the results of these estimates on an on-going basis. Management’s estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

See Note 1. Description of Business and Basis of Presentation to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for a detailed description of recent accounting pronouncements. There have been no material changes to the Company’s Critical Accounting Policies and Estimates from those reflected in the Company’s 2025 Annual Report on Form 10-K.