Limoneira CO 8-K

What Happened

• Limoneira Company announced on Feb 5, 2026 that its Board terminated prior retention bonus agreements (originally dated Oct 26, 2022) and approved new Transaction Incentive Agreements for Harold S. Edwards and Gregory C. Hamm. Mr. Edwards’ agreement is effective Feb 1, 2026; Mr. Hamm’s agreement was entered Feb 5, 2026 and is contingent on his appointment as CFO (void if not appointed by Feb 8, 2026).
• Under the new agreements, Edwards and Hamm are eligible for profit-participation bonuses (PPP Bonuses) tied to the sale of certain land or water assets or real estate development earnings through Oct 31, 2031. The agreements aim to encourage transitioning the Company to an asset-light model by rewarding asset monetization.

Key Details

• Bonus percentages: Edwards — 5% of qualifying profits; Hamm — 3% of qualifying profits.
• Caps: Edwards — $2.0M per year, $5.0M total; Hamm — $1.2M per year, $3.0M total.
• Payment mix and timing: 50% paid in cash (one installment at quarter-end of the project closing) and 50% paid in Restricted Shares under the Company’s 2022 Omnibus Incentive Plan; Restricted Shares vest 100% one year after payment.
• Conditions: PPP Bonuses require Compensation Committee approval, the executives’ continued employment through the payment date, and are subject to the Company’s recoupment policy.

Why It Matters

• This filing shows Limoneira is formalizing executive incentives tied to monetizing real estate and water assets, reinforcing a strategic shift toward an asset-light model. For investors, that could mean management has clearer incentives to sell or develop non-core assets to generate cash.
• The agreements limit potential payouts with annual and aggregate caps and include committee approval and recoupment provisions, which help constrain immediate financial impact and provide governance safeguards.
• Payouts will be partly equity-based (Restricted Shares), which could have modest dilution over time but align executives with shareholder value tied to asset-sale proceeds.