| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on January 31, 2023, Limoneira Company (the "Company") entered into a Grower Packing & Marketing Agreement (the "GPMA") with PAI Centurion Citrus, LLC, a Delaware limited liability company ("PAI" and together with the Company, the "Parties" and each, a "Party"). The GPMA was further amended by that certain First Amendment to the GPMA, dated as of November 18, 2024. Under the terms of the GPMA, the Company provided packing, marketing and selling services for lemons harvested on Northern Properties for an initial term of five years.
The Parties mutually determined that it is in their best interests to terminate the GPMA, and on October 20, 2025, the Parties executed a Termination and Release Agreement (the "Termination Agreement"), to be effective as of October 13, 2025 (the "Effective Date") whereby the GPMA is terminated as of the Effective Date. The Termination Agreement provides that the Parties acknowledge and agree that PAI fully delivered the 2024/2025 lemon crop to the Company, and that all obligations of the parties under the GPMA with respect to any lemons harvested after the 2024/2025 lemon crop are terminated. Certain provisions of the Agreement relating to payments due to PAI for the 2024/2025 crop and costs payable by PAI to the Company for the 2024/2025 crop shall survive termination. Each of PAI and the Company waived and released the other Party from any and all claims, known or unknown arising from the Termination Agreement, other than the surviving obligations expressly set forth therein.