UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
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(Registrant’s Telephone Number, Including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
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(NASDAQ Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements |
Form of Award Agreement
On November 17, 2025, the board of directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company”), approved a Form of Award Agreement for employees (the “Award Agreement”) with respect to the granting of restricted shares of the Company’s common stock, performance-based share awards, and performance-based compensation awards under the Limoneira Company 2022 Omnibus Incentive Plan (the “2022 Plan”). Going forward, the Award Agreement is designed to replace the existing Form of Performance-Based Restricted Share Award Agreement under the 2022 Plan, disclosed by the Company in its Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 2, 2023. The Award Agreement is intended to align the Company’s compensation program with recent changes in the Company’s business model due to the merger of the Company’s sales and marketing functions into Sunkist Growers, Inc. as disclosed in the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 9, 2025.
The foregoing summary of the Award Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Award Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Form of Award Agreement under the Limoneira Company 2022 Omnibus Incentive Plan. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 21, 2025 | LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
| Chief Financial Officer and Treasurer | ||