Limoneira CO 8-K

What Happened
Limoneira Company’s subsidiary Windfall Investors, LLC entered into a Purchase and Sale Agreement on April 14, 2026 with Peak Holdings, LLC to sell an 80% undivided tenant‑in‑common interest in 724 acres of real estate in Paso Robles, California. The stated aggregate purchase price is $16,000,000 ( $10,000,000 cash + $6,000,000 promissory note secured by a deed of trust). The buyer will deposit $500,000 in escrow within three business days as a refundable down payment; the buyer has a due diligence contingency through July 1, 2026 and may terminate up until that deadline. At the end of the due diligence period the deposit becomes non‑refundable and one‑half will be immediately paid to the Company.

Key Details

• Seller: Windfall Investors, LLC (Limoneira subsidiary); Buyer: Peak Holdings, LLC. Agreement dated April 14, 2026.
• Property: 724 acres in Paso Robles, plus improvements, grape vines, assignable permits/licenses, and related rights.
• Consideration: $16,000,000 total — $10,000,000 cash at closing and a $6,000,000 promissory note secured by a deed of trust. $500,000 escrow deposit (initially refundable).
• Closing conditions: Due diligence contingency ends July 1, 2026; buyer may terminate through that date; deposit becomes non‑refundable at the end of the period with half immediately distributed to Limoneira.
• Accounting impact: Limoneira determined on April 14, 2026 it will record an estimated impairment of property, plant and equipment of approximately $9,300,000 in Q2 FY2026.

Why It Matters
This is a material real estate disposition for Limoneira—selling an 80% interest in a large Paso Robles holding for $16M could materially change the company’s asset base and future income from that property. The company also expects to record an approximately $9.3M impairment charge in the quarter the transaction is reflected, which will reduce reported earnings and the carrying value of related assets. The transaction remains subject to due diligence and buyer termination rights through July 1, 2026, so the final proceeds and timing are not guaranteed.