Item 1.01 Entry into a Material Definitive Agreement

On October 10, 2022, Limoneira Company, (the "Company") entered into a Purchase and Sale Agreement and Joint Escrow Instructions, dated October 10, 2022 (the "Purchase Agreement"), as amended on January 17, 2023 (the "First Amendment"), and as further amended on January 24, 2023 (the "Second Amendment" and, together with the First Amendment and the Purchase Agreement, the "Agreement") with PGIM Real Estate Finance, LLC, a Delaware Limited Liability Company ("PGIM"). Under the terms of the Purchase Agreement, the Company conditionally agreed to sell its 3,537 acres of citrus grove parcels of land in Tulare County, California (the "Northern Properties") subject to PGIM's due diligence review of the Northern Properties and the approval of the Agreement by the Board of Directors ("Board"). The First Amendment provides that PGIM's diligence period expires effective January 24, 2023, and the final purchase price is approximately $100,000,000. The Second Amendment provides that the Company will indemnify PGIM for the cost of any Phase II assessment and remediation of any soil contamination for a period of 18 months after the closing.

On January 25, 2023, the Board approved the Agreement creating a binding agreement of the Company to sell the Northern Properties pursuant to the terms of the Agreement on or before January 31, 2023.

The Agreement provides that the Company will indemnify PGIM post-closing for up to $225,000 if PGIM is unable to secure a license from ACMPC California 6, LLC and ACMPC California 3, LLC for the use of certain crops on the Northern Properties. The Agreement includes customary representations and warranties and provides that the Company and PGIM will enter into agreements for the management and custom harvesting of the Northern Properties. The parties intend to enter into such agreements in connection with the closing.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement and the Amendments, which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively.




 Item 8.01 Other Events

On January 31, 2023, the Company issued a press release announcing the sale of the Northern Properties. The foregoing description of the press release is qualified entirely by reference to the complete text of the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits






Exhibits
    10.1     Purchase and Sale Agreement and Joint Escrow Instructions, dated
           October 10, 2022
    10.2     First Amendment to Purchase and Sale Agreement and Joint Escrow
           Instructions, dated January 17, 2023
    10.3     Second Amendment to Purchase and Sale Agreement and Joint Escrow
           Instructions, dated January 24, 2023
    99.1     Press Release, dated January 31, 2023.
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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