UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On June 6, 2025, Limoneira Company, a Delaware corporation (the “Company”), and Sunkist Growers, Inc., a nonprofit marketing cooperative (“Sunkist”), entered into a Commercial Packinghouse License Agreement (the “Packinghouse License Agreement”), merging the Company’s citrus sales and marketing into Sunkist. Pursuant to the Packinghouse License Agreement, Sunkist grants to the Company permission to grade, label, pack, prepare for marketing by Sunkist and ship Sunkist grower fruit and to use the Sunkist trademark in connection with these activities, and the Company grants to Sunkist an exclusive, non-transferable license to use the Company’s trademark for the fruit packed under the agreement. In addition, the Company agrees to market and sell citrus only through Sunkist and according to Sunkist’s instructions, and agrees to transition its citrus brokerage and purchase business exclusively to Sunkist. Under the terms of the Packinghouse License Agreement, the Company will also become a member of Sunkist and Fruit Growers Supply Company (“FGS”). The Packinghouse License Agreement has a term (“Term”) of three years, from November 1, 2025 through October 31, 2028. On November 1, 2026 and on each anniversary of such date thereafter, the Term shall automatically be extended for one year, unless either party gives notice in writing to the other that the Term shall not be so extended.
The Company and Sunkist will enter into other subsequent agreements and/or amendments in connection with the transaction, including Sunkist and FGS membership agreements.
The foregoing description of the Packinghouse License Agreement is qualified in its entirety by reference to the full text of the Packinghouse License Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 8.01 | Other Events. |
On June 9, 2025, the Company issued a press release announcing entering into the Packinghouse License Agreement with Sunkist. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| 10.1 | Packinghouse License Agreement, by and between Limoneira Company and Sunkist Growers, Inc., dated June 6, 2025. |
| 99.1 | Press release of Limoneira Company, dated June 9, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 9, 2025 | LIMONEIRA COMPANY | |
| By: | /s/ Mark Palamountain | |
| Mark Palamountain | ||
| Chief Financial Officer and Treasurer | ||