Limoneira CO

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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LIMONEIRA COMPANY

(Name of Registrant as Specified in Its Charter)

N/A

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Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 25,2026, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060.

Despite our best intentions and diligent efforts, the Company experienced disappointing financial performance in fiscal year 2025. An oversupply of lemons, less than optimal utilization in our usually reliable packing house, along with a smaller than expected avocado crop, was an adverse trifecta and the root cause of our underperformance.

Nevertheless, we continued to progress and improve our industry farming practices in our orchards while we planted still more avocados. On the horizon, we see our non-bearing avocado trees entering into full avocado production, and we hope to see rewards from these efforts in the years ahead.

Most notably, fiscal year 2025 was marked by our rejoinder with Sunkist. We believe this move will aid our effort to more efficiently and cost-effectively grow, pack and sell our lemons. We look forward to realizing improved margins while market conditions remain competitive, and we plan to remove unnecessary costs from our business.

While we must refine and improve our farming enterprise in fiscal year 2026, we are simultaneously preparing to roll out Phase 3 of our Harvest Project. We are also progressing our land transition strategy for Limco Del Mar, a 220-acre property wholly enveloped within the boundaries of the City of Ventura. Thus, as we endeavor to improve our sustainable farming operations, we seek to play our part in meeting the region’s dire need for new housing. To that end, we increased our ownership interest in Limco Del Mar from 28% to 55% and engaged professionals, planning experts and stakeholders for input which will help inform our design approach.

We believe community outreach and stockholder feedback, along with a strong and effective Board of Directors, are essential. The feedback we received throughout this challenging year has been invaluable in helping us chart a path forward. We are also pleased that, despite the challenges, we retooled our approach to more efficiently farm, our sustainable water supplies continued to meet our needs, and our intrinsic assets continue to increase in value, year over year. Management is methodically examining all the ways we can better leverage these assets in the best interests of our stockholders in fiscal year 2026 and beyond.

Enclosed please find our Notice of 2026 Annual Meeting of Stockholders and proxy statement, including a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you to promptly vote your shares by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, which contains instructions on how you would like your shares to be voted. Please submit your proxy card regardless of whether you will attend the Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

Sincerely,

Scott S. Slater

Chairperson of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Wednesday, March 25, 2026

Limoneira Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, March 25, 2026, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060, for the following purposes:

These matters are more fully described in the enclosed proxy statement. The Board of Directors recommends that you vote “FOR” ALL the director nominees, “FOR” the advisory approval of the compensation of the Named Executive Officers, and “FOR” the ratification of the independent registered public accounting firm.

Stockholders of record at the close of business on January 30, 2026, the record date, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten (10) days preceding the Annual Meeting at our principal executive offices at 1141 Cummings Road, Santa Paula, California 93060. We will begin mailing the Notice of Annual Meeting, proxy statement and proxy card on or about February 18, 2026, to stockholders of record at the close of business on January 30, 2026.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy card no later than 11:59 p.m., Pacific Time, on Tuesday, March 24, 2026.

You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please carefully read the sections in the proxy materials on attending and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Amy Fukutomi

Vice President of Human Resources, Compliance & Corporate Secretary