Limoneira CO
For the period ended Apr 30, 2026. Filed Jun 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed Jun 9, 2026
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Item 1A. Risk Factors
There have been no material changes in the disclosures discussed in the section entitled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as filed with the SEC on December 23, 2025.
During the second quarter of fiscal year 2026, we purchased shares of common stock as follows:
| Period | Total Number of Shares Purchased (1) | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
|---|---|---|---|---|
| February 1 ,2026 - February 28, 2026 | — | $— | — | — |
| March 1, 2026 - March 31, 2026 | — | $— | — | — |
| April 1, 2026 - April 30, 2026 | — | $— | — | — |
| Total | — | — | — |
(1) Shares were acquired from employees in accordance with our stock-based compensation plan as a result of share withholdings to pay income tax related to the vesting and distribution of restricted stock awards.
(2) In March 2025, our Company's Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million of our outstanding shares of common stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of the common stock. No shares have been repurchased under this program as of April 30, 2026.
On March 23, 2026, the Board paused regular cash dividends on the Company’s outstanding common stock, as well as dividends on the Company’s $8.75 Voting Preferred Stock, $100.00 Par Value, Series B (“Series B Stock”) and 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 (“Series B-2 Preferred Stock”) to support strategic capital investments, including transitioning a portion of our agricultural lands to higher-value avocado production and developing new housing. The Board will monitor the incremental increases in cash flow to the Company attributable to these strategic capital investments and expects to resume dividends aligned with historical practice as soon as the Board deems it prudent to do so.
As of the date of this filing, (i) 14,790 shares of Series B Stock and 9,300 shares of Series B-2 Preferred Stock were issued and outstanding; (ii) the dividend arrearages on Series B Stock were $2.19 per share, representing an aggregate allocation of $32,000; and (iii) the dividend arrearages on Series B-2 Preferred Stock were $10.00 per share, representing an aggregate allocation of $93,000.
Not applicable.
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