UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

LIMONEIRA COMPANY

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”). The meeting will be held on March 25,2026, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060.

Despite our best intentions and diligent efforts, the Company experienced disappointing financial performance in fiscal year 2025. An oversupply of lemons, less than optimal utilization in our usually reliable packing house, along with a smaller than expected avocado crop, was an adverse trifecta and the root cause of our underperformance.

Nevertheless, we continued to progress and improve our industry farming practices in our orchards while we planted still more avocados. On the horizon, we see our non-bearing avocado trees entering into full avocado production, and we hope to see rewards from these efforts in the years ahead.

Most notably, fiscal year 2025 was marked by our rejoinder with Sunkist. We believe this move will aid our effort to more efficiently and cost-effectively grow, pack and sell our lemons. We look forward to realizing improved margins while market conditions remain competitive, and we plan to remove unnecessary costs from our business.

While we must refine and improve our farming enterprise in fiscal year 2026, we are simultaneously preparing to roll out Phase 3 of our Harvest Project. We are also progressing our land transition strategy for Limco Del Mar, a 220-acre property wholly enveloped within the boundaries of the City of Ventura. Thus, as we endeavor to improve our sustainable farming operations, we seek to play our part in meeting the region’s dire need for new housing. To that end, we increased our ownership interest in Limco Del Mar from 28% to 55% and engaged professionals, planning experts and stakeholders for input which will help inform our design approach.

We believe community outreach and stockholder feedback, along with a strong and effective Board of Directors, are essential. The feedback we received throughout this challenging year has been invaluable in helping us chart a path forward. We are also pleased that, despite the challenges, we retooled our approach to more efficiently farm, our sustainable water supplies continued to meet our needs, and our intrinsic assets continue to increase in value, year over year. Management is methodically examining all the ways we can better leverage these assets in the best interests of our stockholders in fiscal year 2026 and beyond.

Enclosed please find our Notice of 2026 Annual Meeting of Stockholders and proxy statement, including a proxy card and our annual report. The proxy statement contains important information about the business to be conducted at the Annual Meeting, the proposals we will consider and how you can vote your shares. Please be sure to carefully follow the instructions contained in these proxy materials.

Your vote is very important to us. We encourage you to promptly vote your shares by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card, which contains instructions on how you would like your shares to be voted. Please submit your proxy card regardless of whether you will attend the Annual Meeting. This will help us ensure that your vote is represented at the Annual Meeting.

Sincerely,

Scott S. Slater

Chairperson of the Board of Directors

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Wednesday, March 25, 2026

Limoneira Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, March 25, 2026, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, California 93060, for the following purposes:

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to elect two (2) Class III directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);

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to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);

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to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2026 (“Proposal 3”); and

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to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

These matters are more fully described in the enclosed proxy statement. The Board of Directors recommends that you vote “FOR” ALL the director nominees, “FOR” the advisory approval of the compensation of the Named Executive Officers, and “FOR” the ratification of the independent registered public accounting firm.

Stockholders of record at the close of business on January 30, 2026, the record date, will be entitled to notice of, and to vote at, the Annual Meeting and at any subsequent adjournments or postponements. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection for ten (10) days preceding the Annual Meeting at our principal executive offices at 1141 Cummings Road, Santa Paula, California 93060. We will begin mailing the Notice of Annual Meeting, proxy statement and proxy card on or about February 18, 2026, to stockholders of record at the close of business on January 30, 2026.

To be sure that your shares are properly represented at the meeting, whether or not you attend, please promptly vote your shares either by telephone, Internet or by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed envelope. We must receive your proxy card no later than 11:59 p.m., Pacific Time, on Tuesday, March 24, 2026.

You will be required to bring certain documents with you to be admitted to the Annual Meeting. Please carefully read the sections in the proxy materials on attending and voting at the Annual Meeting to ensure that you comply with these requirements.

By order of the Board of Directors.

Amy Fukutomi

Vice President of Human Resources, Compliance & Corporate Secretary

Table of Contents

Proxy Statement for Annual Meeting of Stockholders	4
Purpose of Meeting	4
Questions and Answers About Attending and Voting at the Annual Meeting	5
Fiscal Year Highlights	10
Business Performance / Fiscal Year 2025 Achievements / Recent Events	10
Environmental, Social and Governance Initiatives	12
Corporate Governance and Related Matters	16
Corporate Governance Policies	16
Board of Directors Highlights	16
Board of Directors Structure	16
Board of Directors Oversight Responsibilities	17
Leadership Structure	17
Risk Oversight	17
Code of Ethics	17
Code of Business Conduct and Ethics for Directors	17
Corporate Governance Guidelines	17
Stock Ownership Guidelines	18
Policy Regarding Recoupment of Incentive Compensation (Clawback Policy)	18
Hedging and Pledging Policies	18
Board of Directors Meetings and Attendance	18
Director Independence	18
Committees of the Board of Directors	19
Committee Overview	19
Audit and Finance Committee	19
Compensation Committee	20
Nominating and Corporate Governance Committee	21
Risk Management Committee	21
Director Compensation	21
Proposal 1: Election of Directors	24
Nominations of Directors	24
Board of Directors Refreshment	24
Nominations of Directors	24
Board of Directors and Director Evaluation and Review Process	25
Board of Directors Experience	25
Director Education	26
Nominees for Election to the Board of Directors	26
Required Vote for Election of Directors	28
Recommendation of the Board of Directors	28

Limoneira Company

2026 Proxy Statement


Directors Not Up for Re-Election	28
Executive Compensation	31
Compensation Discussion and Analysis	31
Certain Information Regarding Our Executive Officers	31
Executive Officers Who Are Not Directors	31
Key Executive Compensation Objectives	32
Stockholder Engagement and Key Accomplishments	33
Fiscal Year 2025	34
Fiscal Year 2024	34
Key Compensation Program Decisions and Developments for Fiscal Year 2025	34
Benchmarking	34
Philosophy	34
Fiscal Year 2025 Compensation Structure	35
Changes for Fiscal Year 2026 Compensation Structure	36
Oversight of Executive Compensation	36
The Role of the Compensation Committee in Setting Compensation	36
The Role of Executives in Setting Compensation	36
Risk Assessment	37
Elements of Compensation	37
Base Salaries	37
Annual Performance Compensation Award	37
Annual Equity Incentive Awards	38
Performance Share-Based Awards	39
Restricted Share Awards	39
Strategic Special Project Bonus	39
Change In Control, Separation or Severance Benefits	40
Transaction Bonus Program	40
Retirement Plans	41
Nonqualified Deferred Compensation	41
Options and Stock Appreciation Rights	41
Performance-Based Awards	41
Restricted Stock Awards	42
Estimated Potential Incremental Payments Upon Change in Control or Certain Termination Events	43
Perquisites and Other Personal Benefits	43
Employment Agreements	43
Hedging and Pledging Policies	43
Ownership Requirement	44
Other	44
Chief Executive Officer Pay Ratio	45
Summary Compensation Table for Fiscal Years 2025, 2024 and 2023	46
Chart of All Other Compensation in Fiscal Year 2025	47
Grants of Plan-Based Awards in Fiscal Year 2025	47
Outstanding Equity Awards at 2025 Fiscal Year End	48

Limoneira Company

2026 Proxy Statement


Outstanding Exercises and Stock Vested at 2025 Fiscal Year End	49
Pay Versus Performance (PVP)	49
Compensation Committee Report	52
Proposal 2: Advisory Vote on Executive Compensation	53
Required Vote for Stockholder Approval	53
Recommendation of the Board of Directors	53
Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm	54
General	54
Fees	54
Pre-Approval Policies and Procedures	54
Required Vote For Stockholder Approval	55
Recommendation of the Board of Directors	55
Audit and Finance Committee Report	55
Other Information	57
Stock Ownership Information	57
Security Ownership of Certain Beneficial Owners and Management	57
Securities Authorized for Issuance Under Equity Compensation Plans	59
Certain Relationships and Related-Party Transactions	59
Policy for Approval of Related Party Transactions	59
Family Relationships and Other Arrangements	59
Delinquent Section 16(a) Reports	59
Stockholder Communications with the Board of Directors	59
Stockholder Proposals for the 2026 Annual Meeting of Stockholders	60
Stockholder Proposals – Inclusion in Company Proxy Statement	60
Other Stockholder Proposals or Nominations	60
United States Securities and Exchange Commission Reports	60
Delivery of Documents to Stockholders Sharing an Address	60
Other Matters	61

Except where the context indicates otherwise, the “Company,” “we,” “us” and “our” refer to Limoneira Company and its wholly owned subsidiaries. References to “stockholders” refer to stockholders of Limoneira Company.

Limoneira Company

2026 Proxy Statement


Proxy Statement for Annual Meeting of Stockholders

LIMONEIRA COMPANY 1141 Cummings Road Santa Paula, California 93060 Proxy Statement for the Annual Meeting of Stockholders This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Limoneira Company, a Delaware corporation (the “Company” or “Limoneira”), for the 2026 Annual Meeting of Stockholders, to be held on Wednesday, March 25, 2026, at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060 and for any adjournments or postponements thereof. We refer to the 2026 Annual Meeting of Stockholders as the “Annual Meeting.” This Notice of Annual Meeting, proxy statement and proxy card are first being mailed or provided to stockholders on or about February 18, 2026. The costs for mailing will be paid by the Company.

ANNUAL MEETING OF STOCKHOLDERS		Date	Wednesday, March 25, 2026
		Time	10:00 a.m., Pacific Time
		Record Date	January 30, 2026


Purpose of Meeting As described in more detail in this proxy statement, the Annual Meeting is being held for the following purposes:

Proposal				Board of Directors Vote Recommendation	Page Reference
1.	to elect two (2) Class III directors to the Board of Directors, each to serve for a three-year term (“Proposal 1”);			FOR	Page 24
2.	to vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement (“Proposal 2”);			FOR	Page 53
3.	to ratify the appointment of Deloitte & Touche LLP to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2026 (“Proposal 3”); and			FOR	Page 54
4.	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Limoneira Company

2026 Proxy Statement

Questions and Answers About Attending and Voting at the Annual Meeting

Computershare Trust Company, N.A. (“Computershare”) is our inspector of election. As part of its responsibilities, Computershare is required to independently verify that you are a stockholder of the Company eligible to participate in the Annual Meeting and to determine whether you may vote at the Annual Meeting. Therefore, it is very important that you follow the instructions below to participate in the Annual Meeting. Where and when will the meeting be held? The Annual Meeting will be held on Wednesday, March 25, 2026, and will begin at 10:00 a.m., Pacific Time, at the Museum of Ventura County Agriculture Museum, 926 Railroad Avenue, Santa Paula, CA 93060. Who is entitled to vote at the Annual Meeting? Only stockholders of record of our common stock, par value $0.01 (the “Common Stock”), Series B Convertible Preferred Stock and Series B-2 Convertible Preferred Stock (collectively, the “Voting Stock”) at the close of business on January 30, 2026 (the “Record Date”), are entitled to vote at the Annual Meeting. At the close of business on the Record Date, we had 18,130,967 shares of Common Stock outstanding and entitled to vote, 14,790 shares of Series B Convertible Preferred Stock outstanding and entitled to vote and 9,300 shares of Series B-2 Convertible Preferred Stock outstanding and entitled to vote. Holders of our Common Stock and Series B-2 Convertible Preferred Stock are entitled to one (1) vote per share while holders of our Series B Convertible Preferred Stock are entitled to ten (10) votes per share. What is the purpose of the Annual Meeting? At the Annual Meeting, stockholders will consider and vote on the following matters: 1. Proposal 1: To elect two (2) Class III directors to the Board of Directors, each to serve for a three-year term. Below are the nominees for election by stockholders at the 2026 Annual Meeting, all of whom are current directors:
	Director	Age	Serving Since	Independent
	Elizabeth Mora	65	2021	Yes
	Peter J. Nolan	67	2024	Yes
2. Proposal 2: To vote on an advisory resolution to approve the compensation of the Named Executive Officers as disclosed in this proxy statement. This advisory stockholder vote is commonly known as “Say-on-Pay.” Our Board values stockholder input as it provides oversight of the strategic growth and initiatives of Limoneira. Throughout the year, Limoneira engages with our stockholders directly by participating in investor conferences and other presentations with current and prospective stockholders. Additionally, we appropriately engage our stockholders informally throughout the year as needed to provide transparency regarding emerging issues, to discuss milestones and to inform our decision-making. As highlighted in more detail in these proxy materials, the Board incorporated feedback from our stockholders directly into its decision-making in 2025. Say-On- Pay is one such way that we engage with our stockholders to ensure their desires are reflected in our governance and incorporated into our decision-making. 3. Proposal 3: To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the independent registered public accounting firm for Limoneira Company for the fiscal year ending October 31, 2026. Our Audit and Finance Committee (“Audit Committee”) appointed Deloitte to serve as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2026, and we ask our stockholders to ratify this appointment. 4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board recommends a vote “FOR” Proposals 1, 2, and 3.

Limoneira Company

2026 Proxy Statement

What do I do if I wish to attend the meeting?

It is very important that you follow the Check-in Procedure below to attend the Annual Meeting. You will not be allowed access without the proper credentials.

Check-in Procedure for Attending the Annual Meeting

Stockholders of Record. The documents that you need to provide to be admitted to the Annual Meeting depend on whether you are a stockholder of record or represent a stockholder of record.

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Individuals: If you are a stockholder of record holding shares in your own name, you must bring to the Annual Meeting a form of government-issued photo identification (e.g., a driver’s license or passport). Trustees who are individuals and named as stockholders of record are in this category.

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Individuals Representing a Stockholder of Record: If you attend on behalf of a stockholder of record, whether such stockholder is an individual, corporation, trust or partnership, you must bring to the Annual Meeting:

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a form of government-issued photo identification (e.g., a driver’s license or passport); AND

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either:

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a letter from the stockholder of record that you represent authorizing you to attend the Annual Meeting on their behalf; OR

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a duly executed proxy card from the stockholder of record appointing you as proxy, which must be received as set forth in this proxy statement by 11:59 p.m., Pacific Time, on March 24, 2026.

Beneficial Owners. If your shares are held by a bank or broker (often referred to as holding in “street name”), the organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank or other agent, and present the valid legal proxy to the inspector of elections at the meeting. If you decide to attend, you should go to the “Beneficial Owners” check-in area at the Annual Meeting. The documents that you need to provide to be admitted to the Annual Meeting depend on whether you are a beneficial owner or represent a beneficial owner.

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Individuals. If you are a beneficial owner, you must bring to the Annual Meeting:

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a form of government-issued photo identification (e.g., a driver’s license or passport); AND

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either:

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a legal proxy that you obtained from your bank or broker; OR

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your most recent brokerage account statement or a recent letter from your bank or broker showing that you own shares of the Company.

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Individuals Representing a Beneficial Owner. If you attend on behalf of a beneficial owner, you must bring to the Annual Meeting:

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a form of government-issued photo identification (e.g., a driver’s license or passport); AND

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a letter from the beneficial owner authorizing you to represent such beneficial owner’s shares at the Annual Meeting.

Limoneira Company

2026 Proxy Statement

If I am a stockholder of record of Voting Stock, how do I vote?

By Telephone: Call 1-800-652-VOTE (8683). You can use any touch-tone telephone to transmit your voting instructions up until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you call and follow the instructions.

Over the Internet: Go to www.investorvote.com/LMNR. You can use the Internet 24 hours a day to transmit your voting instructions until voting is announced to be closed during the Annual Meeting. You need to have your proxy card in hand when you access the website and follow the instructions.

By Mail: You may submit your vote by completing, signing and dating your proxy card and returning it in the prepaid envelope to Proxy Services, C/O Computershare Investor Services, PO Box 43101, Providence, RI 02940-5067 to be received by 11:59 p.m., Pacific Time, on March 24, 2026.

During the Meeting: See specific instructions below.

Voting in Person at the Annual Meeting

Stockholders of Record. Stockholders of record may vote their shares in person at the Annual Meeting by ballot. Each proposal has a separate ballot. You must properly complete, sign, date and return the ballots to the inspector of election at the Annual Meeting to vote in person. To receive ballots, you must bring with you the documents described below:

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Individuals. You will receive ballots at the check-in table when you present your identification. If you already voted by proxy and do not want to change your votes, you do not need to complete the ballots. If you do complete and return the ballots to us, your previously delivered proxy will be automatically revoked.

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Individuals Voting on Behalf of Another Individual. If you vote on behalf of another individual who is a stockholder of record, we must receive by 11:59 p.m., Pacific Time, on March 24, 2026, a duly executed proxy card from such individual stockholder of record appointing you as his or her proxy. If we received such executed proxy card, you will receive ballots at the check-in table when you present your identification.

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Individuals Voting on Behalf of a Legal Entity. If you represent a stockholder of record that is a legal entity, you may vote that legal entity’s shares if it authorizes you to do so. The documents you must provide to receive ballots at the check-in table depend on whether you are representing a corporation, trust, partnership or other legal entity.

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If you represent a corporation:

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you must bring to the Annual Meeting a letter or other document from the corporation, on the corporation’s letterhead and signed by an officer of the corporation, that authorizes you to vote the corporation’s shares on its behalf; OR

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a duly executed proxy card from the corporation appointing you as its proxy, which must be received as set forth in this proxy statement by 11:59 p.m., Pacific Time, on March 24, 2026.

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If you represent a trust, partnership or other legal entity, we must receive by 11:59 p.m., Pacific Time, on March 24, 2026, a duly executed proxy card from the legal entity appointing you as its proxy. A letter or other document will not be sufficient for you to vote on behalf of a trust, partnership or other legal entity other than a corporation.

Beneficial Owners. If you hold your shares in street name, your bank, broker or their appointed agent is forwarding these proxy materials to you. Because your name does not appear on the share register of the Company, you will not be able to vote in person at the Annual Meeting unless you request a legal proxy from your bank or broker and bring it with you to the Annual Meeting.

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Individuals. As an individual, the legal proxy will have your name on it. You must present the legal proxy at check-in to the inspector of election at the Annual Meeting to receive your ballots.

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Individuals Voting on Behalf of a Beneficial Owner. Because the legal proxy will not have your name on it, to receive your ballots, you must bring to the Annual Meeting a letter from the person or entity named on the legal proxy that authorizes you to vote its shares at the Annual Meeting.

Limoneira Company

2026 Proxy Statement

What does it mean to vote by designated proxies?

The persons who are the designated proxies will vote as you direct in your proxy or voter instruction card.

Please note that proxies returned without voting directions, and without specifying a proxy to attend the Annual Meeting and vote on your behalf, will be voted by the proxies designated by our Board in accordance with the recommendations of our Board.

What if I want to change or revoke my vote?

You may revoke or change your proxy any time before the Annual Meeting by:

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Submitting a later vote via the Internet or telephone prior to 11:59 p.m., Pacific Time, on March 24, 2026; or

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Submitting a properly signed proxy card with a later date that is received at or prior to the Annual Meeting; or

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Providing notice in writing before the meeting to: Gregory C. Hamm, Vice President, Chief Financial Officer and Treasurer, Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060 or by facsimile to (805) 525-8211.

What if I submit a proxy without giving specific voting instructions?

If you properly submit a proxy without giving specific voting instructions, the individuals named as proxies on the proxy card will vote your shares:

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FOR the election of the two (2) Class III nominees for directors to the Board of Directors;

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FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers;

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FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending October 31, 2026; and

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in accordance with the best judgment of the individuals named as proxies on the proxy card on any other matters properly brought before the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

If you are a registered stockholder and do not submit a proxy, you must attend the meeting to vote your shares up until voting is announced to be closed at the Annual Meeting. If you hold shares in “street name,” your shares may be voted with respect to discretionary matters even if you do not provide voting instructions to your bank or broker but will not be voted with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, shares not voted are treated as “broker non-votes.”

The proposals to elect two (2) Class III directors (Proposal 1) and to vote on an advisory resolution to approve the executive compensation (Proposal 2) are considered non-discretionary items; therefore, you must provide instructions in order to have your shares voted on these matters. If your shares are held in street name and you do not instruct your broker how to vote, your broker will have discretion to vote your shares on our sole “routine” matter - Proposal 3, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending October 31, 2026.

What constitutes a quorum permitting the meeting to conduct its business?

The presence at the Annual Meeting, participating in person or by proxy, of holders of a majority of the issued and outstanding shares of Voting Stock entitled to vote as of the Record Date is considered a quorum for the transaction of business at the Annual Meeting. If you attend the Annual Meeting to vote in person or submit a properly completed proxy by mail, by telephone or via the Internet, your shares of Voting Stock will be considered part of the quorum.

Shares represented by proxies that are marked “Abstain” or “Withhold” will be counted as shares present for purposes of determining the presence of a quorum. Shares of stock entitled to vote that are represented by broker non-votes will be counted as shares present for purposes of determining the presence of a quorum. A broker non-vote occurs when the broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power to vote on that proposal without specific voting instructions from the beneficial owner.

Limoneira Company

2026 Proxy Statement

If the stockholders present or represented by proxies at the Annual Meeting do not constitute a quorum, we will postpone the Annual Meeting to a later date.

How many votes are needed to approve a proposal?

For the proposal to elect two (2) Class III directors to the Board of Directors (Proposal 1), each director nominee receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Stockholders of any class or series of stock shall be permitted to cumulate votes for the election of directors.

The proposal to approve, on an advisory basis, of the compensation of the Company’s named executive officers (“NEOs”) (Proposal 2), and the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ended October 31, 2026 (Proposal 3), each require the affirmative vote of the holders of at least a majority of the outstanding shares present, in person or by proxy, at the Annual Meeting and entitled to vote thereon. Abstentions have the same effect as a vote “against” the proposal. Broker non-votes have no impact on these proposals.

Computershare, the proxy tabulator and inspector of election appointed for the Annual Meeting, will tabulate all votes. Computershare will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

How is solicitation being made?

We, the Company, are making this solicitation and as such, the cost of solicitation of proxies will be borne by us. Our directors, officers, and employees may make solicitation, personally or by telephone, email or fax. The Notice and the Proxy Materials will be distributed to beneficial owners of common stock through brokers, custodians, nominees and other like parties, and we expect to reimburse such parties for their charges and expenses.

We may supplement the original solicitation of proxies by mail with solicitation by telephone, and other means by directors, officers and/or employees of the Company. We will not pay any additional compensation to these individuals for any such services.

What should I do if I have any questions?

If you have any questions or require any assistance with voting your shares of Voting Stock, please contact via mail directed to our corporate headquarters located at: Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060, attention: Gregory C. Hamm, Vice President, Chief Financial Officer and Treasurer, or by facsimile to (805) 525-8211

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K within four (4) business days after the Annual Meeting. If final voting results are not available to us at that time, we intend to file a current report on Form 8-K to publish preliminary results and, within four (4) business days after the final results are known to us, file an amendment to such current report on Form 8-K to publish the final results.

Limoneira Company

2026 Proxy Statement

Fiscal Year Highlights

Business Performance / Fiscal Year 2025 Achievements / Recent Events

On December 17, 2024, we declared a cash dividend of $0.075 per common share payable on January 15, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2024.

In January 2025, we completed three separate sale transactions of Santa Paula Basin water pumping rights at a selling price of $30,000 per acre-foot, totaling $1.7 million and recorded a gain on sales of water rights of $1.5 million.

On March 1, 2025, we received a notice of termination from PGIM Real Estate Finance, LLC (“PGIM”) regarding The Farm Management Agreement (“FMA”) dated January 31, 2023. The FMA was terminated effective March 31, 2025. Under the FMA, we provided farming, management and operations related to the 3,537 acres in Tulare County, California (the “Northern Properties”), which we previously sold to PGIM.

On March 17, 2025, we announced that our Board of Directors approved a share repurchase program authorizing us to repurchase up to $30.0 million in shares of our outstanding Common Stock. The share repurchase program may be modified, suspended or discontinued at any time and does not commit us to repurchase any shares.

On March 17, 2025, we announced that we formally concluded our process to explore potential strategic alternatives that we previously announced on December 1, 2023. While this formal exploration process has concluded, we remain committed to executing our comprehensive strategic roadmap to create long-term stockholder value. As part of our normal course of business, we will continue to be opportunistic in evaluating potential strategic merger and acquisition opportunities, while also advancing our initiatives to monetize non-core assets.

On March 18, 2025, we declared a cash dividend of $0.075 per common share payable on April 11, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of March 31, 2025.

On April 8, 2025, we announced that we are entering into a letter of intent to form a 50%/50% joint venture with Agromin Corporation, the largest organics waste recycler in California, to significantly expand Agromin Corporation’s successful organic waste recycling program. The joint venture plans to expand from the existing 15-acre green waste composting facility at Limoneira Ranch in Santa Paula into a 70-acre, commercial-scale composting facility capable of processing green waste and food waste. We expect to enter into the joint venture and begin construction in fiscal year 2026.

On April 9, 2025, we announced that we received a cash distribution of $10.0 million representing our share of a $20.0 million cash distribution from our real estate joint venture, Harvest at Limoneira, with the Lewis Group of Companies (“Lewis”).

On June 6, 2025, we entered into a Commercial Packinghouse License Agreement with Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), effective as of November 1, 2025. The agreement permits us to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit, and to use Sunkist trademarks in these activities. The agreement has an initial term of three years with automatic one-year extensions. In relation to our decision to merge our sales and marketing operations into Sunkist, we incurred cash and stock compensation severance expenses of approximately $0.7 million in the fourth quarter of fiscal year 2025.

On June 24, 2025, we declared a cash dividend of $0.075 per common share payable on July 18, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of July 7, 2025.

On June 26, 2025, we entered into a Master Loan Agreement (the “MLA”) with AgWest Farm Credit, PCA (the “Lender”), dated June 26, 2025, together with a revolving credit facility supplement and a non-revolving credit facility supplement. The MLA amends and restates the previous Master Loan Agreement between us and the Lender and extends the principal repayment to July 1, 2030.

We are 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 us to determine the strategy for Del Mar to enhance long term financial returns and to provide liquidity for limited partners, on March 21, 2025, we 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, we closed the Offer and purchased 80,608 limited partnership units from 78 limited partners at a price of $70 per

Limoneira Company

2026 Proxy Statement

unit for approximately $5.6 million (the “Purchase”). The Purchase increased our ownership from 28.8% to 54.5% and we recognized a gain of approximately $2.9 million. As a result of obtaining a controlling interest, Del Mar transitioned from an equity method investment to a consolidated subsidiary.

On September 9, 2025, we announced a plan to explore providing housing on the Limco Del Mar ranch to address Ventura County’s housing needs.

On September 23, 2025, we declared a cash dividend of $0.075 per common share payable on October 17, 2025, in the aggregate amount of $1.4 million to common stockholders of record as of October 6, 2025.

Effective October 13, 2025, we terminated the Grower Packing and Marketing Agreement (“GPMA”) with PGIM dated January 31, 2023. The GPMA provided packing, marketing and selling services for lemons harvested on the Northern Properties for a minimum five-year term, subject to certain benchmarking standards.

On November 7, 2025, our Chilean subsidiaries, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”), to sell certain real estate parcels consisting of approximately 500 acres of lemons, 100 acres of oranges and other unplanted lands including water rights associated with the parcels for an aggregate purchase price of $15.0 million. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

After a period of 60-90 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6.8 million, of which approximately $0.7 million will be deferred until certain requirements have been fulfilled. The remainder of the Buyer’s payment obligations, in the aggregate amount of $8.2 million, will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment, in an amount equal to 50% of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers.

On November 17, 2025, the Board 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”). 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 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.

On December 16, 2025, we declared a cash dividend of $0.075 per common share payable on January 16, 2026, in the aggregate amount of $1.4 million to common stockholders of record as of December 30, 2025.

On February 8, 2026, Mark Palamountain resigned from his position as Executive Vice President, Chief Financial Officer and Treasurer of the Company. Following his departure, Gregory C. Hamm, the Company’s former Vice President and Corporate Controller, assumed the position of Vice President, Chief Financial Officer and Treasurer.

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2026 Proxy Statement

Environmental, Social and Governance Initiatives

Our Mission Statement

“Limoneira is an agricultural and community development company which, based upon its rich heritage and traditions, seeks to not only maximize value for its customers and stockholders, but to enhance its legacy by employing sustainable practices in all aspects of operations including stewardship of both its natural and human resources.”

Since 1893, Limoneira has been committed to being a force for good within our local neighborhoods, focusing on the wellbeing of our communities and employees and caring for the land that supports us. These efforts are not only fundamental to the strength of our communities, but are fundamental to strengthening the long-term resilience of our business and farming operations. By prioritizing workforce well-being and community engagement, we enhance operational continuity by reducing turnover and fostering a reliable and skilled labor force. Similarly, by prioritizing efficient use of land and water resources and responsible farming practices, we help safeguard the productivity of our orchards in a climate-sensitive region, directly supporting yield stability, cost efficiency and product quality.

Our environmental sustainability, social responsibility, and corporate governance (“ESG”) efforts are governed at the highest level and include Board and committee oversight, executive leadership, and subject matter experts who lead initiatives across our business. We listen to feedback from our employees, stakeholders, investors, business partners, and other essential contributors to continually evolve our practices as we strive to exceed their expectations. The Nominating and Corporate Governance Committee (the “Nominating Committee”) of our Board oversees our ESG programs and practices, including climate change, human capital management, diversity, stakeholder relations, and health, safety and the environment. The Nominating Committee considers long- and short-term trends and their potential environmental and social impact to our business. The Nominating Committee’s role in overseeing our ESG programs has been formally designated and codified in the Nominating Committee’s charter. The Chairperson of this committee, Elizabeth Mora, is a seasoned ESG professional who provides guidance to our Board and management. Our ESG programs are managed by our Vice President of Human Resources, Compliance and Corporate Secretary, Amy Fukutomi. Our Corporate Social Responsibility Committee (“CSR Committee”), which oversees human rights, supply chain and customer social audits, is chaired by Ms. Fukutomi. We also have an ESG Council comprised of members of senior management, company Vice Presidents and department stakeholders.

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2026 Proxy Statement

The ESG Council also functions as the Company’s Environmental Management System (“EMS”), which provides a formal structure for reducing our environmental impact and improving operating efficiency. The roadmap of our EMS, as set forth below, outlines the procedure for continuously identifying problems, planning and implementing the solutions, measuring progress, and reviewing results before returning to the identification phase. Our Board considers any environmental, social, or health and safety matters at each of its regular meetings with reports by management.

Sustainable Development Goals Roadmap

Limoneira aligns with the United Nation’s Sustainable Development Goals (“SDGs”). While the goals were originally developed for use by governments, the goals prove to be valuable for corporations as well. We use the SDGs to inform the direction of our sustainability program and to align on common goals with other like-minded institutions.

Environmental:

We are dedicated to continual improvement and the adoption of practices that strengthen our business, minimize negative environmental impact, and ensure the long-term viability of our operations.

Social:

We are committed to improving the lives of all our stakeholders by helping to provide access to our products, increasing the diversity within our Company, and safeguarding human rights.

Governance:

We are resolute in upholding strong governance practices to protect the interests of and create long-term value for our investors, supply chain, customers, employees and communities.

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2026 Proxy Statement

Governance

Corporate Accountability

Operating ethically and with integrity while abiding by local, regional, and national regulatory and legal standards governing our industry is an integral part of how we do business — and we expect the same from our partners and supply chain. We disclose policies on our website that govern how we operate and help ensure enterprise-wide compliance to further increase the trust and support of our stakeholders.

Risk Management

Risk management is an essential and dynamic process involving identification, evaluation, and response to potential threats and uncertainties that could potentially impact the business. Risks may arise from a variety of sources including regulatory changes, environmental factors, natural disasters, economic pressures, technological disruptions, health and safety, and human rights risks across the supply chain. Ultimate oversight of the Company’s risks lies with the Board and its Risk Management Committee (“Risk Committee”).

Cybersecurity

Limoneira recognizes that cybersecurity is an important aspect of risk management. Our Board and its Risk Committee oversee our cybersecurity program and receive regular reports from our management team to ensure that directors are fully versed on this topic and evaluate the program on a continual basis for its scope and efficacy. Our Vice President of Packing and Technology and Director of Information Technology directly manage information security and lead the development of enterprise-wide policies, standards, strategies, architectures, and processes. We also work with our independent registered public accounting firm and internal auditors to continually develop and evaluate our programs.

We are committed to continued investment and strengthening of our computer systems, software, networks, and other technological assets. Our information security program is designed to preserve the integrity, confidentiality, and continued availability of data owned by, or in the care of, the Company and to protect against cybersecurity attacks by unauthorized parties or individuals attempting to gain access to confidential information, destroy data, degrade or disrupt service, sabotage systems, or otherwise cause damage.

Social

Community Involvement, Philanthropy and Education

Limoneira adopts a comprehensive approach to social responsibility, serving as a steadfast ally to its surrounding communities. From fostering educational avenues, making donations, to championing volunteerism, we take pride in our endeavors to uplift communities and support those in need. Our dedication transcends mere gestures; it’s woven into partnerships like the one with Food Share of Ventura County, ensuring that vital, nourishing sustenance reaches those facing hardships. We actively participate in initiatives like Crime Stoppers, contributing to the safety of our neighborhoods.

Additionally, we collaborate with affordable housing organizations such as House Farmworkers Community Group, underscoring our commitment to accessible housing solutions. Many of our team members hold active roles in various community groups, including the Boys and Girls Club, Rotary, Chamber of Commerce, Ag Leadership, industry-specific organizations and educational boards. As a company, we endeavor to play our part in shaping a brighter future for all.

Recognizing the value of education, we sponsor a Limoneira Employee Scholarship Fund open to all employees and their dependents. By providing the opportunity to access higher education, we are able to enrich the lives of our employees by investing in their futures and promoting opportunities for upward social mobility.

Education is among a community’s most valuable assets. As such, we work to share our knowledge and encourage the next generation in sustainable agriculture. We often host educational tour groups of various ages to provide insights into the fascinating world of agriculture, help people to connect with the origins of their food, and learn what it takes to put a piece of fruit on the table. We also participate in career seminars and STEM Day activities both at the ranch and offsite.

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2026 Proxy Statement

Employee Wellbeing and Safety

Employee wellbeing and safety stand as non-negotiable priorities at Limoneira. We recognize that our team members are the life force of our organization, and we make every effort to promote a culture of health and safety. We firmly believe that a healthy, safe, and valued workforce not only drives our success but also embodies the core values that define Limoneira’s culture and identity. We are steadfast in our commitment to workplace safety through rigorous training and protocols, ensuring the mental and physical wellbeing of our employees through support systems and on-site health resources and providing competitive compensation and benefits packages that recognize their contributions. We firmly believe that a healthy, safe, and valued workforce not only drives our success but also embodies the core values that define Limoneira’s culture and identity.

Employee Compensation and Benefits

We are an equal opportunity employer offering equitable pay and opportunities, paired with a best-in-class benefits package including affordable top-tier healthcare, vision and dental insurance, and an optional flexible spending account. To better help our employees secure their financial futures, we also provide a generous 401(k) contribution and matching program.

We recognize the difficulty in finding affordable housing. We own and maintain 238 housing units located primarily near our headquarters in Ventura County, California. Leasing priority is offered to Limoneira employees, labor contractors, and other farmworkers. This unique employment benefit provides safe and affordable housing while allowing us to maintain a dependable, long-term employee base. We contract with a local transportation company to provide our residents’ children with safe and convenient transportation to and from school. The proximity of our housing units to our facilities allows workers to easily commute to and from work.

Environmental

Natural Resources

Limoneira recognizes that agriculture would be impossible without natural resources, and we created an array of initiatives to promote and protect them. Our team is constantly experimenting with regenerative practices to utilize land and water resources as efficiently as possible, while we continue to expand our application of cover crops and pollinator habitats to support above and belowground biodiversity.

Climate Smart Agriculture

Climate smart agriculture is a farming methodology that promotes sustainability while addressing challenges posed by climate change. It is intended to improve resilience to climate variability and enhance food security, while mitigating the effects of climate change on agricultural systems and reducing the environmental burden of agricultural activities. The approach involves the integration of technology, such as our soil moisture monitoring systems, and the adaptation of sustainable land management practices, such as cover cropping or the conversion to no-till. At Limoneira, climate smart agriculture is exemplified by our application of integrated pest management, low-impact farming practices, and our leverage of natural ecosystem services.

Waste

We appreciate that resources are finite, and we manage our waste stream to prioritize environmental responsibility, resource conservation, and community wellbeing. We strive to minimize waste generation at the source and divert as much waste from landfills as possible. The majority of waste produced by Limoneira is organic material from the production process, which accounts for 88% of our total waste stream by mass. We recycle 100% of our organic waste through our strategic partnership with Agromin. This, along with other green waste collected across Ventura County, is transformed into nutrient-rich mulch, which is then reapplied to our orchards. In doing so, we are able to divert this material from landfills while enhancing the quality of our soil.

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2026 Proxy Statement

Corporate Governance and Related Matters

Corporate Governance Policies

We have the following corporate governance policies:

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Anti-Corruption Policy;

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Ethics Code;

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Corporate Governance Guidelines;

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Regulation FD Disclosure Policy;

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Stock Ownership Guidelines (“Ownership Guidelines”);

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Amended and Restated Clawback Policy (“Clawback Policy”);

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Code of Business Conduct and Ethics for Directors (“Directors Code”); and

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Policy Regarding Insider Trading, Tipping and Other Wrongful Disclosures and Guidelines with Respect to Certain Transactions in Securities of Limoneira Company and Other Companies in which Limoneira Maintains a Relationship (“Insider Trading Policy”).

Board of Directors Highlights

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Seven (7) current directors; six (6) are independent and two (2) are women;

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Standing committee chairs are independent, consisting of independent chairs of the Audit & Finance Committee (“Audit Committee”), Compensation Committee, Nominating & Corporate Governance Committee (“Nominating Committee”), and Risk Management Committee (“Risk Committee”);

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Executive sessions of non-management directors are held at each regular Board and committee meetings;

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75% of committee leadership roles are held by women;

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Six (6) of our seven (7) Board members have experience on other public company boards and two (2) of our seven (7) Board members are current or former public company chief executive officers; and

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Annual Board, committee, and individual performance evaluations assess the skills and performance of our directors.

Board of Directors Structure

The Bylaws provide that the exact number of directors shall consist of not less than six (6) and not more than twelve (12) directors as fixed from time to time by resolution of a majority of the total number of directors that the Company would have if there were no vacancies. Our Board is currently fixed at seven (7) directors. Our Bylaws divide the Board into three (3) classes, each class serving for a term ending on the date of the third Annual Meeting of Stockholders following the Annual Meeting of Stockholders at which such director was elected.

Effective January 1, 2024, our seven (7) directors are divided among the three (3) classes as follows:

Class I Directors	Class II Directors	Class III Directors
Term expires 2027 Annual Meeting	Term expires 2028 Annual Meeting	Term expires 2026 Annual Meeting
Harold S. Edwards Edgar A. Terry	Barbara Carbone Gordon E Kimball Scott S. Slater	Elizabeth Mora Peter J. Nolan

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2026 Proxy Statement

Board of Directors Oversight Responsibilities

Leadership Structure

The leadership structure of the Board is centered on the concept of an appropriate balance between management and the Board. The Board believes that it is in the Company’s best interests that the Chairperson and Chief Executive Officer roles are separate. The separation allows the Chief Executive Officer to focus primarily on leading the day-to-day operations of the Company while the Chairperson can focus on leading the Board in its consideration of strategic issues, critical discussions, and monitoring corporate governance and stockholder issues. To encourage open discussion and communication among the directors, executive sessions of non-management directors are held during each Board and committee meeting. Mr. Scott S. Slater was appointed Chairperson of the Board in July 2022. Mr. Harold S. Edwards serves as the Company’s President and Chief Executive Officer. Mr. Edwards is also a member of the Board.

Our Board established an Audit Committee, Compensation Committee, Nominating Committee, and a Risk Committee. Each committee plays an important role in the governance and leadership of the Board, and each is chaired by an independent director. For additional information regarding these committees, please see “Committees of the Board of Directors” and for biographies of the Chairperson and members of each of the committees, please see “Proposal 1: Election of Directors.”

Risk Oversight

Although management is responsible for the day-to-day management of the risks of our Company, the Board and its committees have active roles in overseeing the management of our risks and bear the ultimate responsibility for risk management. The Board regularly reviews information regarding our operational, financial, technological, legal, environmental, industry, human capital and strategic risks. Specifically, executive management attends meetings of the Risk Committee, provides presentations on operations including our risk matrix, and is available to address any questions or concerns raised by the Board. Company subject matter experts attend to provide additional information, data and participate in the discussions, as needed. Our Board believes that a fundamental part of risk management is understanding the risks that we face, monitoring these risks, and adopting appropriate controls and mitigation activities for such risks. Our committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk aligned with its area of focus. In addition, the Board receives reports from our independent registered public accounting firm, internal auditors and other consultants and meets in executive sessions with these outside consultants.

Code of Ethics

Our Code of Ethics (“Ethics Code”) sets forth our commitment to ethical business practices. Our Ethics Code applies to our directors, officers and staff, as well as others conducting business on our behalf, including consultants and temporary workers (as applicable by law). We require annual certification of our Ethics Code by employees and our Board. Copies of our Ethics Code are provided without charge upon written request to: Investor Relations at Limoneira Company, 1141 Cummings Road, Santa Paula, California 93060. The Ethics Code is also available on our website at https://investor. limoneira.com/corporate-governance/overview. Any amendments to or waivers from the Ethics Code granted to Directors or any NEO are disclosed on our website promptly following the amendment of wavier. There were no waivers granted or requested in fiscal year 2025.

Code of Business Conduct and Ethics for Directors

Our Board believes it is in the best interest of the Company to have a Directors Code to align with corporate governance best practices, promote ethical behavior and protect confidential information provided to directors. The Directors Code is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Corporate Governance Guidelines

Our Corporate Governance Guidelines serve as a flexible framework within which our Board and its committees operate. The Corporate Governance Guidelines cover several areas, including Board composition, role of the Chairperson, Board meetings, director selection and qualifications, Board operations and performance, performance evaluations, and succession planning. Our Corporate Governance Guidelines document is available on our website at https://investor. limoneira.com/corporate-governance/overview.

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2026 Proxy Statement

Stock Ownership Guidelines

Our Board believes that certain officers and non-employee directors of the Board should own significant amounts of the Company’s Common Stock to promote a long-term perspective in managing the Company and ensure alignment with stockholders, capital markets and public interests. To meet this objective, the Board has Ownership Guidelines for certain officers and non-employee directors of the Board, consistent with best practices and stockholder advisor expectations for public companies. In addition to the non-employee directors of the Board, the individuals who are subject to the Ownership Guidelines are the President and Chief Executive Officer and Chief Financial Officer. The Ownership Guidelines are available on our website at https://investor.limoneira.com/corporate-governance/overview.

Policy Regarding Recoupment of Incentive Compensation (Clawback Policy)

The Board believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. Therefore, the Board adopted a Clawback Policy that provides for the recoupment of erroneously awarded executive compensation, including both performance-based and time-based incentive compensation, in the event an accounting restatement is required. The Clawback Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Exchange Act Rule 10D-1, and Nasdaq Stock Market Listing Rule 5608. The Clawback Policy is available on our website at https://investor.limoneira.com/corporate-governance/overview.

Hedging and Pledging Policies

Among other things, the Insider Trading Policy prohibits all members of the Board, all executive officers of the Company, and other specifically designated employees of the Company (collectively, “Pre-Clearance Persons”) from engaging in certain short-term or speculative transactions in securities issued by the Company (the “Covered Securities”).

Specifically, Pre-Clearance Persons are generally prohibited from engaging in hedging transactions with respect to Covered Securities; short sales of Covered Securities; short-term trading of Covered Securities (subject to certain exceptions); and transactions in put options or call options (or any derivative security that has similar characteristics to those options) on an exchange or in any other organized market. Unless advance approval is obtained from the compliance officer, these restrictions regarding short-term or speculative transactions also apply to each Pre-Clearance Person’s immediate family members (including his or her spouse), other persons living in such Pre-Clearance Person’s household, and entities over which such Pre-Clearance Person exercises control. While employees who are not Pre-Clearance Persons are not generally prohibited from engaging in the above transactions, the Company strongly discourages all the Company’s employees (including part-time and temporary employees), officers, directors, consultants, and contractors from engaging in such transactions. In addition, Pre-Clearance Persons are required to obtain prior written approval from the compliance officer before holding Covered Securities in a margin account or pledging Covered Securities as collateral for a loan. The Insider Trading Policy is also available on our website at https://investor.limoneira.com/corporate-governance/overview.

Board of Directors Meetings and Attendance

Directors are expected to attend Board, strategic planning, and applicable Board committee meetings and to review meeting materials in advance of such meetings. Directors also are expected to attend the Company’s Annual Meeting of Stockholders as well as listen to the quarterly earnings conference calls in real time or a recording soon thereafter.

The Board met fourteen (14) times during fiscal year 2025 including ten (10) special meetings. All Board meetings had 100% attendance. Five (5) of our seven (7) directors attended the 2025 Annual Meeting of Stockholders held in person.

Director Independence

The NASDAQ Rules require that a majority of the Board be independent. The Board consists of seven (7) directors, of which six (6) are non-management directors. Each year, the Board reviews the materiality of any relationship that any of our directors may have with the Company, either directly or indirectly. No member of the Board has any relationship or arrangement that would require disclosure under Item 404 of Regulation S-K. For additional information see “Certain Relationships and Related-Party Transactions” in this proxy statement. Based on this review, the Board determined that the following current directors are “independent directors” as defined by the NASDAQ Rules: Messrs. Gordon E. Kimball, Peter J. Nolan, Scott S. Slater, Edgar A. Terry and Mses. Barbara Carbone, and Elizabeth Mora.

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2026 Proxy Statement

Each director who is a member of the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee is an independent director.

Committees of the Board of Directors

Committee Overview

The standing committees of the Board include the Audit Committee, Compensation Committee, Nominating Committee and Risk Committee. A copy of the charters for each of the standing committees is available on the Company’s website at https:// investor.limoneira.com/corporate-governance/overview.

The composition of our committees is as follows:

Fiscal Year 2025 Committees	Barbara Carbone	Harold S. Edwards	Gordon E. Kimball	Elizabeth Mora	Peter J. Nolan	Scott S. Slater	Edgar A. Terry
Audit & Finance
Compensation
Nominating & Corporate Governance
Risk Management

Member

Chair

Audit and Finance Committee

Ms. Carbone and Messrs. Kimball and Nolan served on our Audit Committee in fiscal year 2025 with Ms. Carbone serving as Chairperson. The Audit Committee met four (4) times during fiscal year 2025 with 100% attendance.

The Audit Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules and Rule 10A-3 of the Exchange Act, and includes at least one “audit committee financial expert,” as required by applicable SEC regulations. The Board determined that Ms. Carbone and Mr. Nolan each qualify as an “audit committee financial expert,” as defined by the SEC. The Audit Committee is also established in accordance with section 3(a) (58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A)). The Audit Committee operates under a written charter, which reflects the requirements regarding audit committees under the NASDAQ Rules and the Sarbanes-Oxley Act of 2002, as amended. A copy of the Audit Committee charter can be found on our website.

The Audit Committee is responsible for, among other things:

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retaining and overseeing our independent registered public accounting firm;

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assisting the Board in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm and our compliance with legal and regulatory requirements;

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reviewing and approving the plan and scope of the internal and external audit;

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pre-approving any audit and non-audit services provided by our independent registered public accounting firm; and

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approving fees to be paid to our internal audit service providers.

Additionally, the Audit Committee is responsible for reviewing with the Chief Executive Officer, Chief Financial Officer and independent registered public accounting firm the adequacy and effectiveness of our internal controls, preparing the Audit Committee report to be filed with the SEC and conducting an annual review and assessment of the Audit Committee’s performance and the adequacy of its charter.

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2026 Proxy Statement

Compensation Committee

Mses. Mora and Carbone and Mr. Slater served on our Compensation Committee for fiscal year 2025 with Ms. Mora serving as Chairperson. The Compensation Committee met seven (7) times during fiscal year 2025 with 95% attendance..

The Compensation Committee is comprised entirely of independent directors who meet the compensation committee independence requirements of the NASDAQ Listing Rules. In accordance with the Compensation Committee charter, the members are “outside directors” as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act.

The Compensation Committee is responsible for, among other things:

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determining compensation policies for executive officers and independent directors;

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overseeing the Company’s cash and equity-based compensation plans;

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determining all aspects of compensation packages for executive officers, and for reviewing such compensation for our directors; and

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recommending terms and awards of stock compensation to the Board.

The Compensation Committee is responsible for reviewing organizational and staffing matters of the Company, reviewing and discussing the Compensation Discussion and Analysis disclosure with management and recommending its approval in the proxy statement, and granting the right for directors, officers and employees to receive indemnification, as applicable. The Compensation Committee is also responsible for reviewing the adequacy of its charter, a copy of which can be found on our website.

The Compensation Committee is also responsible for determining all aspects of compensation packages for executive officers, and for reviewing such compensation for our directors. Our NEOs annually review their current and future goals and compensation structure with the Compensation Committee. During this review, the Compensation Committee considers any changes within the NEO role(s), the nature and responsibility of the position and, to the extent available, salary norms for comparable positions, the information and advice provided by the Company’s independent compensation consultant, the expertise of the individual executive, the competitiveness of the market and any recommendations of our President and Chief Executive Officer. The Compensation Committee then makes recommendations to the Board for approval and/or changes to NEO compensation.

From time to time, the Compensation Committee retains, without the recommendation of management, an independent compensation consultant to provide advice and recommendations on competitive market practices and pay levels of directors, as well as market specific practices regarding incentive-based plans. In this role, the compensation consultant works with the Compensation Committee (and not on behalf of management) to assist the Compensation Committee in satisfying its responsibilities and will undertake no projects for management except at the request of the Compensation Committee chair and in the capacity of the Compensation Committee’s agent.

It is Company policy to retain an independent compensation consultant approximately every two (2) years to assist with reviewing, and if necessary, redesigning, the compensation structure for executive officers and non-management directors. During fiscal year 2023, the Compensation Committee engaged Pearl Meyer and Partners LLC (“Pearl Meyer”), an independent, leading advisor to boards and senior management on compensation, as an independent compensation consultant to advise the Compensation Committee and to assist with redesigning the compensation structure for non-management directors, NEOs and management. The redesigned compensation structure was implemented in fiscal year 2024 and remained in place during fiscal year 2025. During fiscal years 2025 and 2026, the Compensation Committee engaged Pearl Meyer to review and analyze peer group data and the existing compensation structure to assess whether any changes are necessary to ensure alignment with our strategic objectives and market practices.

For additional information on Pearl Meyer - please see “Director Compensation,” “Key Compensation Objectives,” “Key Compensation Program Highlights for Fiscal Year 2025,” and “Elements of Compensation” below.

The Compensation Committee evaluated Pearl Meyer’s independence pursuant to the SEC rules and the NASDAQ Rules. The Compensation Committee determined that Pearl Meyer is independent, and there is no conflict of interest as a result of the work performed by Pearl Meyer during fiscal years 2025 and 2026. For additional information concerning the Compensation

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2026 Proxy Statement

Committee’s processes and procedures for consideration and determination of executive officer compensation, see the “Compensation Discussion and Analysis” and “Key Compensation Decisions” sections of this proxy statement.

Compensation Committee Interlocks and Insider Participation

There are no interlocking relationships between any member of our Compensation Committee and any of our NEOs that require disclosure under the applicable rules promulgated under the federal securities laws.

Nominating and Corporate Governance Committee

Ms. Mora and Messrs. Slater and Terry served on the Nominating Committee for fiscal year 2025 with Ms. Mora serving as the Chairperson. The Nominating Committee met four (4) times during fiscal year 2025 with 100% attendance.

The Nominating Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules. The Nominating Committee is responsible for, among other things:

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recommending the number of directors to comprise the Board;

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identifying and evaluating individuals, or incumbent directors, qualified to become or remain members of the Board;

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recommending to the Board nominees for each Annual Meeting of Stockholders;

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recommending to the Board the candidates for filling vacancies that may occur;

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reviewing the Board’s independent director compensation process, self-evaluations and policies;

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overseeing compliance with the Ethics Code;

•

monitoring developments in the law and in corporate governance; and

•

overseeing the Company’s ESG programs and practices.

The Nominating Committee is also responsible for reviewing the adequacy of its charter, a copy of which can be found on our website.

Risk Management Committee

Messrs. Kimball, Nolan and Terry served on the Risk Management Committee for fiscal year 2025 with Mr. Terry serving as the Chairperson. The Risk Management Committee met four (4) times during fiscal year 2025 with 100% attendance.

The Risk Committee is comprised entirely of independent directors who meet the independence requirements of the NASDAQ Rules. The Risk Committee is responsible for, among other things:

•

reviewing and approving risk management policies and associated framework, processes and practices;

•

evaluating significant risk exposures of the Company and assessing management’s actions to mitigate the exposures; and

•

overseeing management’s measures to achieve a prudent balance between risk and reward in both ongoing and new business activities.

Director Compensation

The compensation program for our non-employee directors is intended to be competitive and fair so that we can attract and retain the best talent to our Board, and recognize the time and effort required of a director given the size and complexity of our operations. In addition to the cash compensation for director fees and committee membership, we provide equity grants and have Ownership Guidelines to align directors’ interests with our stockholders’ interests and to ensure focus on our long-term growth, our road map and success.

Limoneira Company

2026 Proxy Statement

Director Compensation Structure for Fiscal Year 2025

There were no changes to the director compensation in fiscal year 2025.

•

Equity Compensation. Each non-employee director receives an annual grant of restricted stock on the date of the Annual Meeting of Stockholders, with a grant date fair market value of $85,000, based on the closing price of our Common Stock on the grant date. The restricted stock vests in one-year, on April 9, 2026, consistent with the 2022 Plan, which requires a minimum one-year vesting period for all awards granted under the plan.

•

Cash Compensation. The balance of the total annual compensation is paid in cash quarterly in arrears.

•

Expenses. Directors (including the Chairperson of the Board) are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the Board or committees. The Company also reimburses directors for all reasonable and authorized business expenses related to service to the Company in accordance with the policies of the Company as in effect from time to time.

The following table sets forth the director total annual compensation fee schedule for service on the Board and committees for fiscal year 2025. Limoneira does not issue option awards, and no non-management directors have any option awards outstanding. Our management director, Mr. Edwards, does not receive any compensation for his service on the Board or for attending any Board or Committee meetings.

	Member	Chair
Director Fees⁽¹⁾	$145,000	$205,000
Audit & Finance Committee	$10,000	$20,000
Compensation Committee	$7,500	$15,000
Nominating & Corporate Governanace Committee	$7,500	$15,000
Risk Management Committee	$6,000	$12,000

(1)

Director Fees are paid $60,000 cash and $85,000 equity based on closing market price on the day of our 2025 Annual Meeting held April 9, 2025. The Board Chair receives an additioal $60,000 cash premium.

Pearl Meyer Engagement

The Company’s Non-Employee Director Compensation Guidelines set forth the process by which the Compensation Committee reviews non-employee director compensation to ensure such compensation supports the Company’s objectives and remains aligned with market practices. As part of its oversight and review, the Company engages a compensation consultant periodically to assist with reviewing, and if necessary, redesigning, the non-employee directors program.

During fiscal year 2023, the Compensation Committee engaged Pearl Meyer to review non-employee director compensation. Pearl Meyer benchmarked non-employee director compensation against the same compensation peer group used to assess executive compensation for our named executive officers (“NEOs”) and, based on this analysis, recommended changes to the compensation structure of our non-employee directors. The Compensation Committee approved these, effective November 1, 2024. No changes were made to non-employee director compensation during fiscal year 2025.

In late fiscal year 2025 and early fiscal year 2026, the Compensation Committee engaged Pearl Meyer to review the Company’s compensation peer group and assess whether any updates were warranted. Based on this review, in January 2026, the Board approved an updated peer group at the recommendation of Pearl Meyer. The Board determined that the updated peer group was appropriate based on merger and acquisition activity within the prior peer group and the Company’s objective of maintaining a relevant and appropriately sized peer group. See “Compensation Peer Group” below for detailed information.

During fiscal year 2026, Pearl Meyer reviewed the Company’s non-employee director compensation program and benchmarked such compensation against the updated peer group. As part of its review, Pearl Meyer evaluated the scope and demands of the Company’s board responsibilities and noted that non-employee director compensation levels had not been adjusted since November 2024. Based on this assessment, Pearl Meyer recommended increasing non-employee director compensation for fiscal year 2026 as follows: raising the annual Board cash retainer from $60,000 to $70,000 and

Limoneira Company

2026 Proxy Statement

increasing the annual restricted stock grant from $85,000 to $90,000. After discussion, the Board decided not to approve the increases to non-employee director compensation, as the Board believes that the Company’s current non-employee director compensation program appropriately reflects the scope and demands of Board service and sufficiently supports the recruitment and retention of qualified directors and aligns directors’ interests with long-term stockholder value.

The following table provides compensation paid to our non-management directors for fiscal year 2025

Director Name	Total FY 2025 Compensation ($)	Fees Earned Paid in Cash ($)	Equity Stock Award⁽¹⁾ ($)	Equivalent Shares⁽¹⁾ (#)
Barbara Carbone	172,500	87,500	85,000	5,090
Harold S. Edwards⁽²⁾	—	—	—	—
Gordon E. Kimball	161,000	76,000	85,000	5,090
Elizabeth Mora	175,000	90,000	85,000	5,090
Peter J. Nolan	161,000	76,000	85,000	5,090
Scott S. Slater	220,000	135,000	85,000	5,090
Edgar A. Terry	164,500	79,500	85,000	5,090
	1,054,000	544,000	510,000	30,540

(1)

The value of equity stock awards is the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718 - Compensation - Stock Compensation. Shares were issued on April 9, 2025 at closing market price of $16.70.

(2)

Non compensated Management Director.

Limoneira Company

2026 Proxy Statement

Proposal 1: Election of Directors

Nominations of Directors

Board of Directors Refreshment

Our Nominating Committee is committed to thoughtful Board refreshment and regularly evaluates qualities, skills and other director attributes that would enhance the Board’s composition. In the case of any incumbent director with an expiring term, the Nominating Committee reviews the director’s contribution to the Company, including the director’s skills, number of meetings attended, level of participation, quality of performance, the Board’s needs and any relationships and transactions that might impair such director’s independence. The Nominating Committee also considers the results of the Board self-evaluations and Director & Officer Questionnaires which each Board member completes annually. The Board also periodically participates in a roles and responsibilities workshop, led by outside counsel, designed to strengthen corporate governance and ensure directors manage risk effectively and uphold their fiduciary duties. There were no changes to the Board during fiscal year 2025 and the average tenure for directors is 10.5 years.

Nominations of Directors

The Nominating Committee is responsible for selecting nominees for election to the Board as set forth in the Nominating Committee Charter and Corporate Governance Guidelines. In considering Board candidates, the Nominating Committee evaluates the entirety of each candidate’s attributes, credentials and other factors as described in the Company’s Corporate Governance Guidelines. The Nominating Committee believes the qualifications identified below enhance the effectiveness of the Board and analyzes each candidate with these attributes in mind.

The Board believes the directors should possess:

the requisite combination of diverse skills;

professional experience;

ability to make independent decisions and analytical inquiries; and

a wide range of backgrounds and perspectives to meet the Company’s current and future needs.

When evaluating director candidates, the Nominating Committee takes into consideration:

experience and expertise in our industry;

experience as a board member of another public company;

current Board size and composition and the extent to which a candidate would fill a present need on our Board; and

the other ongoing and future commitments and obligations of the candidate.

In considering the nomination of existing directors, the Nominating Committee takes into consideration:

the director’s contributions to the Board;

the director’s ability to attend meetings and fully participate in Board and committee activities;

any new relationships with the Company or other organizations, or other circumstances that may have arisen, that might make it inappropriate for the director to continue serving on the Board;

Limoneira Company

2026 Proxy Statement

the director’s age and length of service on the Board; and

the most recent Director & Officer Questionnaires, board evaluations and skills assessment.

The Nominating Committee will consider director candidates recommended by Company stockholders, as provided for in the Corporate Governance Guidelines and in the Nominating Committee charter. The Nominating Committee does not intend to alter the manner in which it evaluates a candidate for nomination to the Board based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating Committee to become nominees for election to the Board at an Annual Meeting of Stockholders must do so by delivering no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s Annual Meeting of Stockholders a written recommendation to the Nominating Committee c/o Limoneira Company, 1141 Cummings Road, Santa Paula, CA 93060, Attn: Corporate Secretary, and must meet the deadlines and other requirements set forth in our Bylaws and the rules and regulations of the SEC. If a stockholder, in accordance with the procedural requirements discussed above, recommends a proposed director candidate, the Corporate Secretary will provide such stockholder recommendation to the Nominating Committee. The Nominating Committee will evaluate the proposed director’s candidacy and recommend whether the Board should nominate the proposed director candidate for election by Company’s stockholders.

Board of Directors and Director Evaluation and Review Process

Board and committee evaluations play a critical role in supporting the effective functioning of our Board. Through evaluations, our directors review where they believe our Board functions effectively and, importantly, areas where our Board thinks there may be opportunities for improvement, including through Board refreshment. Each director also completes evaluations for each committee on which they serve. The Nominating Committee administers the evaluation process, reviews the results and makes recommendations to the Board.

For fiscal year 2025, we considered the Board and each committee to be operating effectively, with the appropriate balance among oversight, governance, strategic and operational matters.

Board of Directors Experience

The Board refreshment in fiscal year 2023 resulted in a decrease in the average tenure, and our Board now has a greater mix of directors with demonstrated breadth and depth of management and leadership experience and financial and business acumen. We believe our Board is well-suited to evaluate strategic opportunities and challenges and to analyze those opportunities and challenges both independently and collaboratively. The Board has broad and diverse knowledge of our Company and other relevant experience, including expertise in finance and accounting, leadership, education, law, agriculture, c-suite and senior management leadership, community relations, water stewardship, risk management, land management, human resources and ESG.

Limoneira Company

2026 Proxy Statement

Fiscal Year 2025 - Director Skills	Barbara Carbone	Harold S. Edwards	Gordon E. Kimball	Elizabeth Mora	Peter J. Nolan	Scott S. Slater	Edgar A. Terry
Independent Director	●		●	●	●	●	●
Strategic Transformation Leadership (Experience driving strategic direction & growth shifting its business strategy)	●	●	●	●	●	●	●
Financial Literacy (Financial Expert, Public Accounting, Financial Management, Banking)	●	●	●	●	●		●
Corporate Governance (Legal, Insurance)		●		●	●	●	●
Global Business Background (Experience & exposure to markets outside of the U.S.)	●	●			●
Public Company Board Service	●	●		●	●	●	●
C-Suite & Senior Management Leadership		●	●	●	●	●	●
Industry Background (Agriculture, Water Rights, Real Estate)		●	●		●	●	●
Technology (Software, Cybersecurity, ERM)		●		●			●
Operations & Human Resources	●	●	●	●	●	●	●
ESG (Sustainability, Community Affairs, Corporate Responsibility, Diversity, Inclusion)	●	●	●	●	●	●	●

Director Education

SEC Form DEF 14A filed by Limoneira Co