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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
August 4, 2025
Date of Report (Date of earliest event reported)
LIMONEIRA COMPANY
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-34755 |
|
77-0260692 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(I.R.S. Employer Identification |
| of incorporation) |
|
|
|
No.) |
1141 Cummings Road
Santa Paula, CA 93060
(Address of principal executive offices and zip
code)
(805) 525-5541
(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 |
| Common Stock, par value $0.01 per share |
LMNR |
The NASDAQ Stock Market LLC
(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. ¨
Limoneira Company (the
“Company”) is the General Partner of Limco Del Mar, Ltd. (“Del Mar”), a California partnership that produces lemons
and avocados and operates certain real property known as the Limco Del Mar Ranch. To enable the Company to determine the strategy for
Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, the Company made an offer
to purchase up to 224,859 limited partnership units of Del Mar from the limited partners (the “Offer”). On August 4, 2025,
the Company closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $70 per unit for approximately
$5.6 million (the “Purchase”). The Purchase increased the Company’s ownership from 28.8% to 54.5%.
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: August 5, 2025 |
|
LIMONEIRA COMPANY |
| |
|
|
| |
By: |
/s/ Mark Palamountain |
| |
|
Mark Palamountain |
| |
|
Chief Financial Officer and Treasurer |
