Limoneira Co 2024年度报告

OR LIMONEIRA COMPANY (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Smaller reportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Based on the closing price as reported on the NASDAQ Global Market, the aggregate market value of the registrant’s Common Stock heldby non-affiliates on April 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $245.6million. Shares of Common Stock held by each executive officer and director and by each stockholder affiliated with a director or an executiveofficer have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of affiliate status is notnecessarily a conclusive determination for other purposes. The number of outstanding shares of the registrant’s Common Stock as of November 30,2025 was 18,119,117. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2026 Annual Meeting of Stockholders, which we intend to hold on March25, 2026, areincorporated by reference into Part III of this Annual Report on Form 10-K. The definitive Proxy Statement will be filed within 120 days afterOctober 31, 2025. LIMONEIRA COMPANYTABLE OF CONTENTS PART I6Item 1. Business6Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments28Item 1C. Cybersecurity28Item 2. Properties30Item 3. Legal Proceedings31Item 4. Mine Safety Disclosures31PART II32Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities32Item 6. Reserved34Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 7A. Quantitative and Qualitative Disclosures about Market Risk45Item 8. Financial Statements and Supplementary Data45Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure86Item 9A. Controls and Procedures86Item 9B. Other Information88Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections88PART III89Item 10. Directors, Executive Officers and Corporate Governance89Item 11. Executive Compensation89Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters89Item 13. Certain Relationships and Related Transactions and Director Independence89Item 14. Principal Accounting Fees and Services89Part IV90Item 15. Exhibits and Financial Statement Schedules90Item 16. Form 10-K Summary90SIGNATURES95 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains statements which, to the extent