Alico, Inc.: Form 10-K for the period ended Sep 30, 2025

Overview

Alico was incorporated under the laws of the State of Florida in 1960. Alico is an agribusiness and land management company with a legacy of achievement and innovation in citrus and conservation. We focus on strategic land development opportunities and diversified agricultural operations. At September 30, 2025, we owned approximately 49,537 acres of land in eight Florida counties (Charlotte, Collier, DeSoto, Glades, Hardee, Hendry, Highlands and Polk), and approximately 44,700 acres of oil, gas and mineral rights throughout Florida. We hold these oil, gas and mineral rights on substantially all our owned acres, with additional mineral rights on other leased acres. Our principal lines of business are land management and citrus groves. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Recent Developments included in this Annual Report for a discussion of recent land sales activity.

We manage our land based upon its primary usage and review its performance based upon two primary classifications - Alico Citrus and Land Management and Other Operations. The Alico Citrus division includes activities related to planting, owning, cultivating and/or managing citrus groves to produce fruit for sale to fresh and processed citrus markets, including activities related to the purchase and resale of fruit and value-added services, which include contracting for the harvesting, marketing and hauling of citrus. However, the Alico Citrus division has substantially wound down operations after the 2024-2025 harvest due to environmental and financial challenges, as discussed further below. Land Management and Other Operations includes activities related to grazing and hunting leasing, management and/or conservation of unimproved native pastureland, activities related to rock mining royalties and other insignificant lines of business, and activities related to owning and/or leasing improved farmland. We present our financial results and the related discussion based upon our two business segments: (i) Alico Citrus and (ii) Land Management and Other Operations.

On January 6, 2025, we announced a Strategic Transformation (the “Strategic Transformation”) in our business focus, to wind down our Alico Citrus division, to focus on a long-term diversified land usage and real estate development strategy. Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, we decided to not spend further material capital on our citrus operations and to wind down substantially all of our Citrus’ primary operations after completion of the 2024-2025 harvest in April 2025. In connection with this Strategic Transformation, on January 3, 2025, our Board of Directors (the “Board”) approved a reduction in our workforce by up to 172 employees, which occurred between January 6, 2025 and May 30, 2025. The Board’s decision is part of cost-reduction initiatives aimed at providing investors with a greater return on capital that includes the benefits and stability of a conventional agriculture investment, with the optionality that comes with active land management.

In May 2025, we entered into a Mutual Contract Termination Agreement with Tropicana (the "Mutual Contract Termination Agreement"), terminating our agreement with them in its entirety following the fulfillment of all obligations under that agreement concerning the 2024/2025 Crop Year. All outstanding amounts were settled by June 30, 2025.

The Land We Manage

We regularly review our land-holdings to determine the best use of each parcel based upon our management expertise. Our total return profile is a combination of operating income potential and long-term appreciation. Land holdings that do not meet our total return criteria are considered surplus to our operations and efforts are being made ready to sell, develop, lease or exchange such land holdings for land considered to be more compatible with our business objectives and total return profile.

The operating activities on our land holdings and in which we engage as of September 30, 2025, are categorized in the following table:

Alico Citrus

We own and manage citrus land in DeSoto, Polk, Collier, Hendry, Charlotte, Highlands, and Hardee Counties in the state of Florida and cultivate citrus trees to produce citrus for delivery to the fresh and processed citrus markets. Alico citrus groves total 39,297 gross acres or 79.3% of our land holdings, of which there are approximately 3,780 net tree acres dedicated to growing Citrus for the 2025-2026 harvest.

Sales to the processed market represented 96.0% and 92.0%, of Alico Citrus revenues for the years ended September 30, 2025 and 2024, respectively. The overall increase in the sales to the processed market as a percentage of citrus revenues is due to the termination of a grove management agreement, discussed below. Our sales to the fresh citrus market constituted 1.3% and 1.2% of our Alico Citrus revenues for the years ended September 30, 2025 and 2024, respectively.

The average pound solids per box was 4.82 and 4.83, for the years ended September 30, 2025 and 2024, respectively. We historically used multi-year contracts with citrus processors that may include pricing structures based on a floor and ceiling price. Therefore, if pricing in the market is favorable, relative to our floor price, we would benefit from the incremental difference between the floor and the final market price to the extent it does not exceed the ceiling price. However, the vast majority of our contracts for the 2024-2025 harvest season were fixed price contracts.

We supplied Tropicana, previously our largest customer, with citrus fruit under agreements entered into beginning in May 2020. The most recent agreements included: (1) an agreement effective August 31, 2023 through August 31, 2025 with fixed prices per pound solid and escalation provisions; and (2) a three‑year Orange Purchase Agreement effective June 5, 2024 through July 31, 2027, priced approximately 33%–50% above the prior year’s average price for all citrus sold to Tropicana (together, the “Tropicana Agreements”). The Tropicana Agreements were terminated pursuant to the Mutual Contract Termination Agreement in May 2025, as described above.

On October 30, 2023, we entered into a grove management agreement (the "Grove Management Agreement") with unaffiliated third parties to provide citrus grove caretaking services for approximately 3,300 acres. Under the Grove Management Agreement, we were reimbursed for all costs and received a management fee based on acres covered. The Grove Management Agreement was terminated as of December 31, 2024 and as of September 30, 2025, we had no significant third-party grove management agreements. Revenues from our grove management services represented 2.2% and 6.3% of our total citrus revenues for the years ended September 30, 2025 and 2024, respectively.

During the year ended September 30, 2025, we sold approximately 2,796 acres of citrus and ranch land for approximately $23,807 and recognized a gain of $20,319. During the year ended September 30, 2024, we sold approximately 18,354 acres of ranch and citrus land for $86,217 and recognized a gain of $81,416.

Revenues from Alico Citrus operations were 93.8% and 96.6%, of our total operating revenues for the years ended September 30, 2025 and 2024, respectively.

Land Management and Other Operations

We own and manage land in Hendry, Polk, Collier, DeSoto, Glades, Hardee and Highlands Counties and lease land for farming, hunting and grazing purposes, conservation, and mining activities. Our Land Management and Other Operations land holdings total 10,240 gross acres, or 20.7% of our total acreage.

Our estimated Land Management and Other Operations acreage is detailed in the following table as of September 30, 2025:

Revenues from Land Management and Other Operations were 6.2% and 3.4% of total operating revenues for the years ended September 30, 2025 and 2024, respectively. This shift reflects our migration away from growing our own citrus and toward a land management-focused model as part of the Strategic Transformation.

Our Strategy

Our core business strategy is to focus on strategic land development opportunities and diversified agricultural operations, leveraging our extensive land portfolio to create long-term shareholder value while maintaining our focus on responsible land stewardship and conservation.

Our objective is to maximize shareholder value by identifying the highest and best use for all of our land. We are evolving our agriculture portfolio, transitioning from traditional citrus operations to positioning ~25% of our land holdings for strategic development opportunities, balancing near-term and long-term growth potential, while ~75% of our land holdings remain for diversified agricultural ventures.

We endeavor to manage our land to maximize value creation and to evaluate the effect of changing land uses while considering new opportunities. We believe that our focus on environmental stewardship is fundamental to our core beliefs.

Intellectual Property

While we consider our various intellectual property to be valued assets, we do not believe that our competitive position or our operations are dependent upon or would be materially impacted by any single piece of intellectual property or group of related intellectual property registrations or rights.

Seasonal Nature of Business

As with any agribusiness enterprise, our agribusiness operations and revenues are predominantly seasonal in nature. The following table illustrates the typical seasonality of our citrus-related agribusiness revenues during the past two fiscal years.

6

Significant Customer

Revenue from Tropicana represented 87.2% and 86.8%, of our consolidated revenue for the years ended September 30, 2025 and 2024, respectively. Revenue in both periods was generated primarily under two contracts with Tropicana and consisted of sales of citrus to the processed market. No other single customer provided more than 10% of our consolidated revenue in the years ended September 30, 2025 or 2024.

The increase in Tropicana revenue, as a percentage of sales for the year ended September 30, 2025, was primarily due to a decrease in Grove Management Services revenue and an increase in price per pound solids, partially offset by lower total pound solids produced during the year ended September 30, 2025, as a result of Hurricane Milton, which negatively impacted our harvest during the year ended September 30, 2025.

Competition

The markets in which we operate are highly competitive. The orange and specialty citrus markets are intensely competitive, but no single producer has any significant market power over any market segments, as is consistent with the production of most agricultural commodities. Citrus is grown domestically in several states including Florida, California, Arizona, and Texas, as well as foreign countries, most notably Brazil and Mexico. Competition is impacted by several factors including quality, production, demand, brand recognition, market prices, weather, disease, export/import restrictions and foreign currency exchange rates.

We also face significant competition in our land development and diversified agricultural operations. As we shift our focus toward land development activities, we may face increased competition with regional and national developers, landowners, private equity and infrastructure investors, and other agricultural operators for projects, partners, joint ventures and leases. Competitive outcomes are influenced by access to capital, inventories of entitled or improved land, relationships with municipalities and utilities, and sales, brokerage and marketing channels, as well as permitting and infrastructure delivery capabilities. Demand and pricing are further affected by macroeconomic conditions, including mortgage rates and buyer financing, and we also compete for tenants and counterparties on grazing, farming, hunting and mining leases based on rent, terms, access, water availability and property improvements.

Environmental, Social and Governance (“ESG”)

We are an agricultural company which, based upon its rich heritage and traditions, seeks to maximize value for its customers and stockholders in the long term, which we believe includes employing sustainable practices in our operations including stewardship of both its natural and human resources. We recognize the increased and evolving emphasis by stockholders, business partners and other key constituents in recent years on ESG programs that are embedded into day-to-day business policies and practices. We are proud of our focus on the impacts of our business on our communities, the environment, and employees.

Governmental Regulations

Our operations are subject to various federal, state and local laws regulating the discharge of certain chemicals, substances or materials into the environment. Management believes we are in material compliance with all such rules including permitting and reporting requirements. Historically, compliance with environmental regulations has not had a material impact on our financial position, results of operations or cash flows.

Management monitors environmental legislation and requirements and makes every reasonable effort to remain in compliance with such regulations. In addition, we require in our leases that lessees of our property comply with environmental regulations as a condition of leasing.

We are also subject to other non-environmental laws of the United States and the rules and regulations of various governing bodies within the United States, which may differ among jurisdictions. Compliance with these laws, rules and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods.

Human Capital Management

Purpose and Company Values

Supporting our people is a fundamental value for Alico. We believe our success depends on our ability to attract, develop and retain key personnel. The skills, experience and industry knowledge of our employees and the employees of our independent contractors significantly benefit our operations and performance. Our management oversees various employee initiatives and also monitors the effectiveness of the personnel provided by independent contractors with which we contract for certain harvesting and hauling services.

Employees

We believe in a culture of belonging and inclusion. We are also focused on advancing safe and respectful work environments where our employees are invited to bring their talents, backgrounds and expertise to bear on the success of our business and where every person has the opportunity to thrive personally and professionally.

Hiring, Development and Retention

Employee levels are managed to align with the pace of business and consider the services that are provided for us by our independent contractors. We rely on our independent contractors to manage their respective employee levels so that the harvesting and hauling services they are obligated to perform for us are consistent with their contractual obligations and enable us to satisfy our harvesting and hauling needs. Management believes that through our own employees, coupled with the human capital supplied by our independent contractors, we have sufficient human capital to operate our business successfully. Management believes that our employee relations are favorable, that our relations with our independent contractors are favorable, and that the relations that we and the independent contractors have with the employees of the independent contractors are favorable.

Employee Safety and Well-Being

Adhering to the laws that require us to protect the health and safety in the workplace for our employees and personnel provided by independent contractors with which we contract is a priority for us. Hazards in the workplace are actively identified and management tracks incidents so remedial actions can be taken to improve workplace safety. In order to support and enhance health and safety practices, we routinely conduct training with employees to emphasize safety when conducting grove caretaking, general employee health, proper equipment operating techniques, office ergonomics and other important safety topics.

Inclusion

People are critical to our efforts to drive growth and deliver value for stockholders. One of the ways we have put people at the center is by continuing to work toward a more inclusive workplace where each person feels respected, valued and seen and can be the best version of themselves. Employees, management and directors with a range of experience and backgrounds, ultimately help us to better operate the business.

Based on our Human Capital Management strategy, we seek to promote a greater sense of inclusion through a variety of initiatives, which includes career advancement, training, comradery, and empowerment for all employees.

Compensation and Benefits

Our compensation and benefits are designed to support the financial, mental, and physical well-being of our employees. We are committed to equal pay for equal work. We believe our base wages and salaries, which we review annually, are fair and competitive with the external labor markets in which our employees work. We also regularly review our compensation practices to promote fair and equitable pay. We also offer competitive benefit programs, in line with local practices and with the flexibility to accommodate the needs of a diverse workforce. The benefit programs include, among others, paid holidays, family leave, disability insurance, life insurance, healthcare, and a 401(k) plan with a company match. As of September 30, 2025, we had 20 full-time employees and no part-time employees. We do not include our independent contractors in our number of employees because they are not employees.

None of our employees are subject to a collective bargaining agreement. We believe that our relations with our employees are good.

Our employees work in the following roles:

Our Operations employees support both our Alico Citrus and Land Management and Other Operations segments and their time is allocated to these segments based on management's best estimates.

Raw Materials

Raw materials needed to cultivate the various crops grown by us consist primarily of fertilizers, herbicides, insecticides and fuel and are readily available from local suppliers. These raw materials are purchased on an order basis without long-term commitments. Our key suppliers for fertilizer, herbicides and insecticides include Howard Fertilizer, Wedgeworth’s, Nutrien AG Solutions and Helena Agri-Enterprises.

Societal Well-Being

We remain committed to a healthy and equitable society to ensure our collective well-being for future generations. In the past year, we provided cash grants and supporting donations to support communities in which we operate and promote health, safety and education.

Available Information

Our reports filed with or furnished to the SEC pursuant to Sections 13(a) and 15(d) of the Exchange Act, are available, free of charge, on our investor relations website at ir.alicoinc.com as soon as reasonably practicable after we electronically file or furnish such information with the Securities and Exchange Commission (the “SEC”). Any information posted on, or that can be accessed through our website, is not incorporated by reference in this Annual Report. The SEC also maintains a website at http://www.sec.gov, which contains annual, quarterly and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

Our business and results of operations are subject to numerous risks and uncertainties, many of which are beyond our control. The following is a description of key known factors that we believe may materially affect our business, financial condition, results of operations or cash flows. They should be considered carefully, together with the information set forth elsewhere in this Annual Report, and with our other filings with the SEC. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and future prospects, as well as our ability to accomplish our strategic objectives.

Risks Related to our Business

If we are unable to successfully develop and execute our strategic growth initiatives, or if they do not adequately address the challenges or opportunities we face, our business, financial condition and prospects may be adversely affected.

Our success is dependent, in part, on our ability to identify, develop and execute appropriate strategic growth initiatives that will enable us to achieve sustainable growth in the long term. The implementation of our strategic initiatives is subject to both the risks affecting our business generally and the inherent risks associated with implementing new strategies. These strategic initiatives have included, for example, beginning in 2023 a multi-year entitlement process for our approximately 4,600-acre grove near Fort Myers, in Collier County, which has included, but is not limited to, the completion of environmental assessments, the development of conservation strategies, the preparation of market assessments to facilitate planning and beginning to conduct selective stakeholder outreach efforts. In addition, on January 6, 2025, we announced a Strategic Transformation in the Company’s business focus, to wind down our Alico Citrus division, which holds our citrus production operations, to focus on our long-term diversified land usage and real estate development strategy (the “Strategic Transformation”). Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, we have decided to not spend further material capital on our citrus operations and plan to substantially wind down Alico Citrus’ primary operations after completion of the 2024-2025 harvest in April 2025, including reducing most of our citrus production workforce. Moreover, in May 2025, we entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with Tropicana in its entirety following the fulfillment of all obligations under that agreement concerning the 2024/2025 Crop Year and all outstanding amounts had been settled by June 30, 2025. We expect to maintain our commitment to the Florida agriculture industry through diversified farming operations on nearly all our land holdings following this citrus production transition. We also expect to entitle certain parcels of our land for commercial and residential development.

Successfully executing our diversified land usage and real estate development strategy will depend on many factors, including our ability to:

• secure necessary regulatory approvals and permits for land development projects;
• effectively manage and allocate resources to new business initiatives;
• attract and retain skilled personnel with expertise in diversified land usage and real estate development;
• navigate potential market fluctuations and economic conditions;
• manage our commercial relationships and comply with our obligations under agreements with our commercial counterparties, as well as real estate acquirers and developers; maintain strong relationships with lenders and continue to satisfy covenants and conditions under current loan agreements; and
• address potential environmental and zoning matters, and other challenges inherent in real estate development.

The Strategic Transformation and other strategic initiatives that may relate to the management and utilization of our land may not be successful in generating revenues or improving operating profit and, if they are, it may take longer than anticipated. As a result, and depending on evolving conditions and opportunities, we may need to adjust our strategic initiatives and such changes could be substantial, including modifying or terminating one or more of such initiatives. Termination of such initiatives may require us to write down or write off the value of our investments in them. Transition and changes in our strategic initiatives may also create uncertainty in our employees, customers and partners that could adversely affect our business and revenues. In addition, we may incur higher than expected or unanticipated costs in implementing our strategic initiatives, attempting to attract revenue opportunities or changing our strategies. There can be no assurance that the implementation of the Strategic Transformation or any other strategic growth initiative will be successful, and we may not realize anticipated benefits at levels we project or at all, which would adversely affect our business, financial condition and prospects.

Our workforce reduction may not result in our intended outcomes and may yield unintended consequences and additional costs.

In connection with the Strategic Transformation, on January 3, 2025, the Board approved a reduction in the Company’s workforce by up to 172 employees, effective between January 6, 2025 and April 1, 2025 (the “Workforce Reduction”). The Company has incurred aggregate charges of $2,638 in connection with the Workforce Reduction, primarily consisting of severance payments, employee benefits and related costs.

The Company may incur additional expenses not currently contemplated due to events associated with the Workforce Reduction. The charges that the Company expects to incur in connection with the Workforce Reduction are estimates and subject to a number of assumptions, and actual results may differ materially. The Workforce Reduction may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees, decreased morale among our remaining employees, and the risk that we may not achieve the anticipated benefits of the Workforce Reduction. In addition, while positions have been eliminated, certain functions necessary to our operations remain, and we may be unsuccessful in distributing the duties and obligations of departed employees among our remaining employees. The Workforce Reduction could also make it difficult for us to pursue, or prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and unanticipated costs to hire new personnel to pursue such opportunities or initiatives. The Workforce Reduction could also harm our reputation, making our ability to recruit skilled personnel difficult. If we are unable to realize the anticipated benefits from the Workforce Reduction, or if we experience significant adverse consequences from the Workforce Reduction, our business, financial condition, and results of operations may be materially adversely affected.

Adverse weather conditions, natural disasters and other natural conditions, including the effects of climate change and weather events, particularly because our properties are geographically concentrated in Florida, have in the past and could in the future impose significant costs and losses on our business and adversely affect our results of operations, financial position and cash flows.

Fresh produce is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are quite common and may occur with higher frequency or be less predictable in the future due to the effects of climate change. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. Citrus groves are subject to damage from frost and freezes, and this has happened periodically in the past. In some cases, the fruit is damaged or ruined; in the case of extended periods of cold, the trees can also be damaged or killed. These factors have in the past and could in the future increase costs, decrease revenues and lead to additional charges to earnings, which may have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our properties are concentrated in central and south Florida, with our groves located in parcels in DeSoto, Polk, Collier, Hendry, Charlotte, Highlands, and Hardee Counties. Because our properties are located in close proximity to each other, the impact of adverse weather conditions has been and may continue to be material to our results of operations, financial position and cash flows. Florida is particularly susceptible to the occurrence of hurricanes, tropical storms, floods, unusually heavy or prolonged rain, droughts and heat waves, among other weather events. Depending on where any particular weather event makes landfall, our properties have in the past and could in the future experience significant, if not catastrophic, damage. Such damage could materially affect our operations, could result in a loss of operating revenues from those products for a multi-year period, and have in the past and may lead to inventory impairment charges. For instance, recent Hurricane Milton had a material adverse effect on the fruit production from our trees for the 2024-2025 harvest season and, potentially to a lesser extent, the next season and future seasons. We seek to minimize risk by the purchase of insurance contracts, but a significant portion of our crops remain uninsured. Given the significant impact of these conditions, we have evaluated and may continue to evaluate strategic options for the management and utilization of our land. In January 2025, we announced the Strategic Transformation, under which we plan to wind down our Alico Citrus division and in May 2025, we entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with them in its entirety.

As we transition our strategy toward land development, adverse weather and climate-related events can also affect the timing, feasibility and economics of our land initiatives. Flooding, storm surge, and extreme precipitation can damage or delay infrastructure (e.g., roads, drainage, utilities), increase carrying and remediation costs, and necessitate design changes, additional mitigation or re‑permitting. Property and flood insurance availability and pricing, as well as buyer financing conditions and market absorption, may tighten following major storms, which can delay or reduce expected sale proceeds or lead to terminated contracts. Any of these developments could increase costs, defer revenues, or negatively affect valuations and project returns. Accordingly, adverse weather conditions may affect our results of operations and financial position in both our remaining citrus activities but also in connection with our long‑term land sales and development strategy.

A significant portion of our revenues are historically derived from our citrus business and our Strategic Transformation involves expected significant revenue shift to real estate development and diversified farming operations and any adverse event affecting these areas could disproportionately harm our business.

Our revenues from our citrus business were 96.0% and 92.0%, of our operating revenues in the years ended September 30, 2025 and 2024, respectively. Our citrus division has historically been one of the largest citrus producers in the United States, and because of the significance of the revenues derived from this business, we are vulnerable to adverse events or market conditions affecting our citrus business, or the citrus industry, generally, which could have a significant adversely impact on our overall results of operations, financial condition and cash flows.

In January 2025, we announced the Strategic Transformation in the Company’s business focus, to wind down our Alico Citrus division, which holds our citrus production operations, to focus on our long-term diversified land usage and real estate development strategy. In May 2025, we entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with them in its entirety following the fulfillment of all obligations under that agreement concerning the 2024/2025 Crop Year. Consequently, we expect a significant portion of our future revenues to come from land usage and real estate development. We face risks associated with this transition of revenues toward land development activities, and adverse events or market conditions affecting these areas could negatively impact our results of operations, financial condition, and cash flows.

The land development business is highly competitive, and we cannot assure you that we will maintain our current market share.

Many companies compete in our different businesses. As we transition our primary focus toward land development, we may face intense competition from regional and national landowners and developers, private equity and infrastructure investors, as well as from other agricultural operators for leases and farm-related opportunities. Competitors may have greater access to capital, larger inventories of entitled land, established development platforms, more extensive relationships with municipalities and utilities, and stronger sales, brokerage and marketing channels and offer products that are similar to our products or are direct competitors to our products. We face strong competition from these and other companies engaged in the agricultural product business.

Important factors with respect to our competitors include the following:

• Some competitors may have greater operating flexibility, including larger development teams and contractor networks, which can enable faster permitting, infrastructure delivery and project phasing, and quicker responses to changing market conditions.
• Competitors may have access to greater financial resources, lower financing costs, and larger inventories of entitled or improved land, allowing more aggressive pricing or larger incentives.
• Demand for lots and land is sensitive to mortgage rates and availability of buyer financing; competitors that can offer preferable terms may attract buyers and partners more readily.
• Competitors with longer-standing relationships, reputations or prior approvals in a jurisdiction may experience more efficient approval processes.
• Complex land use approvals and environmental permitting can extend timelines, increase costs or require changes to plans and community opposition or litigation may further delay or limit projects.
• We also compete for tenants and counterparties on grazing, farming, hunting and mining leases, where competitors may offer lower rents, better terms, or land with superior access, water availability or improvements.

There can be no assurance that we will continue to compete effectively with present or future competitors. In connection with our Strategic Transformation, increased competition for development partners, approvals, buyer interest and lease counterparties could pressure pricing, extend sales cycles, increase incentives, lengthen timelines, or require higher up‑front investment, any of which could adversely affect our results of operations, cash flows and financial condition. Our ability to compete may also be constrained by our liquidity and leverage profile and the covenants in our credit facilities.

Harm to our reputation could have an adverse effect on our business, financial condition and results of operations.

Maintaining a strong reputation with fruit processors, land buyers, development partners, lessors, tenants, lenders, and governmental, community stakeholders and other third-party partners is critical to the success of our business. We devote significant time and resources to training programs, relating to, among other things, ethics, compliance and product safety and quality, as well as sustainability goals, and have published ESG goals (i.e., environmental, social and governance), including relating to environmental impact and sustainability, as part of our ESG strategy. Despite these efforts, we may not be successful in achieving our goals, may modify or terminate any of these goals, might provide materially inaccurate information, or might receive negative publicity about the Company, including relating to product safety, quality, efficacy, ESG or similar issues, whether real or perceived, and reputational damage could occur. In addition, our products could face withdrawal, recall or other quality issues, which could lead to decreased demand for our products or services and reputational damage. Furthermore, anti-ESG or anti-diversity, equity and inclusion sentiment is gaining momentum across the United States, with several states having enacted or proposed anti-ESG or anti-DEI policies or legislation, and several state and federal governmental authorities filing suit alleging that ESG or DEI measures or initiatives violate law. Given the breadth and divergence of views, policies, legislation and regulation regarding ESG matters, we could be sued for our ESG, including our human capital management policies and/or programs, be it for the scope of such initiatives or goals or the perception of not acting in a sufficiently responsible manner in connection with these matters. If we were sued under any of these claims, our financial condition, reputation or business could be adversely impacted.

In addition, as our strategy shifts toward land sales, leasing and real estate development, reputational standing also influences our ability to advance entitlements and permits, secure development partners and buyer interest, obtain lender support, and maintain constructive relationships with local communities and agencies. Adverse publicity or perceived misalignment with environmental or community expectations could delay approvals, increase costs, reduce demand, or otherwise negatively affect project outcomes.

Widespread use of social media and networking sites by advocates and opponents has greatly increased the accessibility and speed of dissemination of information. Negative publicity, posts or comments about the Company, whether accurate or inaccurate, or disclosure of non-public sensitive information about the Company, could be widely disseminated through the use of social media or in other formats.

If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable or if we are unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange, we may face adverse consequences, and if the laws applicable to such transactions are amended or repealed, we may not be able to dispose of properties in the future on a tax deferred basis.

From time to time we dispose of properties in transactions that are intended to qualify for tax deferral under Section 1031 of the U.S. Internal Revenue Code of 1986, as amended (the “Code,” and each such transaction, a “Section 1031 Exchange”). It is possible that the qualification of a transaction as a Section 1031 Exchange could be successfully challenged by the U.S. Internal Revenue Service and determined to be currently taxable or that we may be unable to identify and complete the acquisition of a suitable replacement property to effect a Section 1031 Exchange. In such case, if there are no alternatives available to us (including the use of our net operating loss carryforwards), we may have to pay corporate income tax with respect to the disposition of such properties, and we could also be required to pay interest and penalties. As a result, we may be required to borrow funds in order to pay additional income taxes, and the payment of such taxes could cause us to have less cash available. In addition, if a Section 1031 Exchange was later determined to be taxable, we may be required to amend our tax returns for the applicable year in question, including any information reports we sent the Company’s stockholders. Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 Exchanges, which could make it more difficult, or not possible, for us to dispose of properties in the future on a tax deferred basis. If we are unable to complete transactions as Section 1031 Exchanges, our taxable income and earnings and profits could increase, which would increase the portion of any distribution with respect to our common stock that is treated as dividend income instead of return of capital.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

In general, under Sections 382 and 383 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards (“NOLs”) and other tax attributes to offset future taxable income and income taxes, respectively. An “ownership change” occurs when a corporation’s “5-percent shareholders” (as defined in Section 382 of the Code) collectively increase their ownership in the corporation by more than 50 percentage points (by value) over a rolling three-year period. Similar limitations may apply for state tax purposes. If we have undergone any such ownership changes, or if we undergo such ownership changes in the future, our ability to utilize our NOLs and any other tax attributes could be limited by Sections 382 and 383 of the Code and similar provisions of state tax law. We may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which shifts are outside of our control. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited.

As of September 30, 2025, we had federal NOLs of approximately $45,362 and state NOLs of approximately $42,631, some of which NOLs may be at risk of limitation in the event of a past or future ownership change. In general, NOLs in one state cannot be used to offset income in any other state. Accordingly, we may be subject to tax in certain jurisdictions even if we have unused NOLs in other jurisdictions. Each jurisdiction in which we operate may have its own limitations on our ability to utilize NOLs or tax credit carryovers generated in that jurisdiction. These limitations may increase our federal, state, and/or foreign income tax liability.

We may undertake one or more significant corporate transactions that may not achieve their intended results, may adversely affect our financial condition and our results of operations, or result in unforeseeable risks to our business.

We continuously evaluate the disposition of operating businesses and assets and may in the future undertake one or more significant transactions, which could be material to our business and could take any number of forms, including asset sales, mergers, or the sale of equity interests.

These transactions may present significant risks such as potential loss of significant operating revenues and income streams, inadequate return of capital, regulatory or compliance issues, the triggering of certain financial covenants in our debt instruments (including accelerated repayment) and unidentified issues not discovered in due diligence. In addition, such transactions could distract management from current operations and there can be no assurance that any proposed dispositions will be completed on the terms currently contemplated, or at all. The completion of any disposition is subject to various conditions and uncertainties. As a result of the risks inherent in such transactions, we cannot guarantee that any such transaction will ultimately result in the realization of its anticipated benefits or that it will not have a material adverse impact on our business, financial condition, results of operations or cash flows.

We also routinely evaluate the benefits of disposing of certain of our assets, which could include the exit from lines of business. Such dispositions could (i) result in a potential loss of significant operating revenues and income streams that we might not be able to replace, (ii) make our business less diversified, and (iii) ultimately have a negative impact on our results of operations, financial condition and cash flows.

We face significant competition in our agricultural operations.

We face significant competition in our agricultural operations both from domestic and foreign producers and do not have any branded products. Foreign growers generally have an equal or lower cost of production, are subject to less environmental regulation, and, in some instances, have greater resources and market flexibility than us. Because foreign growers have greater flexibility as to when they enter the U.S. market, we cannot always predict the impact these competitors will have on our business and results of operations. The competition we face from certain foreign suppliers of orange juice is mitigated by a governmentally-imposed tariff on orange imports. Accordingly, a reduction in the government’s orange juice tariff could adversely impact our results of operations.

Our earnings are sensitive to supply, demand and pricing dynamics for land sales, leasing and development activities, as well as any remaining agricultural products.

Our near‑ and long‑term results will depend increasingly on supply, demand and pricing for land sales, agricultural and other leases, and the pace and economics of our land entitlement and development activities. Market conditions for land are cyclical and sensitive to interest rates, availability and cost of buyer financing, local absorption, demographic trends, and broader macroeconomic conditions. Periods of higher interest rates or reduced capital availability can depress transaction volumes, lengthen marketing periods, and pressure pricing for land sales. Entitlement and permitting timelines, and required infrastructure investments (roads, utilities, water management and environmental mitigation), can vary materially by parcel and jurisdiction and may delay or increase the cost of realizing expected values.

Leasing and royalty revenues (including grazing, farming, hunting, mining and oil rights) are exposed to changes in commodity prices, tenant demand and renewal terms, and the availability and cost of water. Environmental, wildlife, wetlands and water‑management requirements, as well as federal and state agency reviews and approvals, can affect both timing and feasibility of land uses and development plans. Increases in construction, materials, labor or infrastructure costs could reduce project returns or cause us to defer or forego otherwise attractive opportunities.

Following our Strategic Transformation, we have substantially wound down our citrus operations; however, we may continue to have limited exposure to agricultural market dynamics (including weather‑related events and disease pressure) on remaining citrus or other agricultural activities. These factors, individually or in combination, could reduce pricing, extend sales cycles, increase carrying and development costs, lower lease rates or volumes, and adversely affect our results of operations, cash flows and financial condition.

Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.

There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. In the event that such climate change has a negative effect on the productivity of our citrus groves, it could have an adverse impact on our business and results of operations. The increasing concern over climate change also has resulted in and may result in more regional, federal, and global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases or climate change. In light of such regulation and legal requirements, we may experience significant increases in our compliance costs, costs of operations, including, but not limited to, increased energy, environmental, and other costs and capital expenditures, as well as could lead to increased litigation risks related to disclosures made pursuant to this regulation and/or legal requirements, any of which could materially and adversely affect our financial performance. In particular, increasing regulation of fuel emissions could substantially increase the distribution and supply chain costs associated with our products. As a result, climate change could negatively affect our financial condition and results of operations.

ESG issues, including those related to our workforce and sustainability, may have an adverse effect on our business, financial condition, results of operations, and cash flows and damage our reputation.

Companies across all industries are facing increasing, evolving, and diverging scrutiny relating to their ESG policies, initiatives and disclosures from governments, regulators, investors, consumers, employees and other stakeholders. Increased and varied focus and activism may hinder our access to capital, as investors may reconsider their capital investment as a result of their assessment of our ESG practices, or due to our focus on ESG practices at all. In particular, certain customers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, deforestation, microplastics, plastic waste, and other sustainability concerns. However, increasingly, different stakeholder groups have divergent views, which increases the risk that any action or lack thereof with respect to ESG matters will be perceived negatively by at least some stakeholders and adversely impact our reputation and business. There have also been changing consumer preferences for natural or organic products and ingredients and increased consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of substances present in certain consumer products. Responding to and complying with these preferences, concerns and demands could cause us to incur additional costs or to make changes to our operations that could negatively affect our business, financial condition and results of operations.

In addition, the increased emphasis by some stakeholders on ESG matters has resulted in, and may continue to result in, the adoption of laws, regulations, and executive orders, which may include reporting requirements, which may not always be uniform across jurisdictions, and which could lead to increased compliance costs, as well as increased scrutiny regarding our ESG activities and disclosures, which may lead to increased litigation risks. Moreover, while we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. Such disclosures may also be at least partially reliant on third-party information that we have not independently verified or cannot currently be independently verified. If we do not adapt to or comply with new regulations or fail to meet our ESG goals, or meet the evolving investor, industry or stakeholder expectations and standards, or if we are perceived to have not responded appropriately to the evolving concern for, or perception of ESG issues, fruit processors and consumers may choose to stop purchasing our products or purchase products from another company or a competitor, and our reputation, business, financial condition, results of operations and cash flows may be adversely affected.

We benefit from reduced real estate taxes due to the agricultural classification of a majority of our land. Changes in the classification or valuation methods employed by county property appraisers could cause significant changes in our real estate property tax liabilities.

For the years ended September 30, 2025 and 2024, we paid $2,256 and $2,659, in real estate taxes, respectively. These taxes were based upon the agricultural use (“Green Belt”) values determined by the county property appraisers in which counties we own land, of $86,434 and $81,628 for the years ended September 30, 2025 and 2024, respectively, which differs significantly from the fair values determined by the county property appraisers of $352,690 and $352,379, respectively. Changes in state law or county policy regarding the granting of agricultural classification or calculation of “Green Belt” values or average millage rates could significantly and adversely impact our results of operations, cash flows and/or financial position.

Compliance with applicable environmental laws may substantially increase our costs of doing business, which could reduce our profits.

We are subject to various laws and regulations relating to the operation of our properties, which are administered by numerous federal, state and local governmental agencies. We face a potential for environmental liability by virtue of our ownership of real property. If hazardous substances are discovered emanating from any of our lands and the release of such substances is regulated by environmental laws and is determined under such laws to present a threat of harm to the public health or the environment, we may be held strictly liable for the cost of remediation of these hazardous substances. In addition, environmental laws that apply to a given site can vary greatly according to the site’s location, its present and former uses, and other factors such as the presence of wetlands, protected species, or cultural, historical, or archaeological resources on the site. Management monitors environmental legislation and requirements and works to remain in compliance with such laws and regulations. Furthermore, we require lessees of our properties to comply with environmental laws and regulations as a condition of leasing. We also purchase insurance for environmental liabilities when it is available; however, these insurance policies may not be adequate to cover such costs or damages or may not continue to be available at prices and terms that would be satisfactory. It is possible that in some cases the cost of compliance with these environmental laws and regulations could exceed the value of a particular tract of land, make it unsuitable for use in what would otherwise be its highest and best use, and/or be significant enough that it would materially adversely affect us.

Our business may be adversely affected if we lose key employees.

We depend to a large extent on the services of certain key management personnel. These individuals have extensive experience and expertise in the business lines and segments in which they work. The loss of any of these individuals, or any significant changes in their duties, could have a material adverse effect on our businesses. We do not maintain key-man life insurance with respect to any of our employees. Our success will be dependent on our ability to continue to attract, employ and retain skilled personnel in our business lines and segments.

Material weaknesses and other control deficiencies relating to our internal control over financial reporting could result in errors in our reported results and could have a material adverse effect on our operations, investor confidence in our business and the trading price of our securities.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our Consolidated Financial Statements will not be prevented or detected on a timely basis. We have in the past identified material weaknesses and we cannot assure you that the measures we have taken to date, and actions we may take in the future, will be sufficient to prevent or avoid potential future material weaknesses. A material weakness in our internal control over financial reporting could result in an increased probability of fraud, the potential loss of customers, litigation from our stockholders, reduction in our ability to obtain financing, and require additional expenditures to remediate.

In future periods, if we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and operating results could be harmed, and we could fail to meet our financial reporting obligations, which in turn could affect the market price of our securities. In addition, perceptions of us among customers, lenders, investors, securities analysts and others could also be adversely affected. Any weaknesses or deficiencies identified in the future could also hurt confidence in our business and the accuracy and completeness of our financial statements, and adversely affect our ability to do business with these groups. We can give no assurances that our controls and procedures will be adequate to prevent or identify irregularities or ensure the fair and accurate presentation of our financial statements included in our periodic reports filed with the SEC.

In addition, any future material weaknesses, restatements, investigations, and legal or administrative proceedings that could result therefrom, may divert our management’s time and attention and cause us to incur substantial costs. Such investigations can also lead to fines or injunctions or orders with respect to future activities, and may result in us being subject to criminal and civil penalties and other remedial measures, which could have an adverse impact on our business, results of operations, financial condition and liquidity.

Inflation can have a significant adverse effect on our operations.

Inflation can have a major adverse impact on our citrus operations and there have been significant ongoing inflationary developments in the United States. It is uncertain as to whether these ongoing inflationary pressures will continue, will increase or will be brought under control. Our remaining citrus operations are most affected by escalating costs, unpredictable revenues and high irrigation water costs. High fixed water costs related to our citrus lands will continue to adversely affect earnings. Prices received for many of our products are dependent upon prevailing market conditions and commodity prices. Therefore, in addition to making it difficult to accurately predict revenue, we are unable to pass on cost increases caused by general inflation, except to the extent reflected in market conditions and commodity prices. As a result, if market conditions and commodity prices do not enable us to pass along such cost increases, these recent and future inflationary pressures would likely negatively affect our results of operations, cash flows and/or financial position.

Macroeconomic conditions, such as rising inflation, armed conflicts and geopolitical instability, and pandemics or health crises could adversely affect our business, financial condition, results of operations and cash flows.

During the year ended September 30, 2025, we continued to experience inflationary pressure on labor costs, which we expect to continue through 2026. A number of external factors, including armed conflicts and geopolitical instability, as well as responses to such events including sanctions or other restrictive actions, by the United States and/or other countries, changes in trade policies and the imposition of tariffs, pandemics or health crises, adverse weather conditions, increases in fuel prices, supply chain disruptions (including raw material shortages), government shut down and labor shortages have impacted, and may continue to impact, transportation and commodity costs and create significant macroeconomic uncertainty. When prices increase, we may or may not pass on such increases to our customers without suffering reduced volume, revenue, margins and operating results. The extent to which current macroeconomic conditions will continue to impact our results will depend on future developments, which are uncertain. Potential negative impacts of these uncertain conditions could include, but are not limited to, the following:

• Reduction in customer demand for citrus products and decreased consumer spending levels, which could materially and adversely affect our results of operations;
• Slower real estate absorption and lot sales and shifts in buyer affordability and product mix (e.g., toward smaller lots or extended phasing), which could delay closings, lengthen sell out periods, require higher incentives, or reduce expected pricing.
• Potential disruption of services and deliveries of equipment and supplies on which we rely to produce and deliver our harvested citrus to producers and fulfilling deliveries to production plants, any of which could materially and adversely affect our business or reputation;
• We may be unable to obtain financing in the current economic environment on terms that are favorable or acceptable to us, or at all, which could impair our cash flows and restrict our ability to execute on our strategic initiatives and react to changes in our business or the environment;
• There could be increased volatility in our stock price, which could result in the loss of some or all of the value of an investment in the Company; and
• Our ability to maintain our workforce during these uncertain times, which could materially and adversely affect our results of operations.

In addition, on October 1, 2025, the U.S. government shut down and certain regulatory agencies, such as the SEC, have had to furlough critical government employees and stop critical activities If prolonged or recurrent, curtailed agency activities (including at the SEC) could delay access to public capital, slow federal approvals relevant to our land development strategy, and delay administration of agricultural programs and crop insurance, adversely affecting our liquidity, timing and operations.

We incur increased costs as a result of being a publicly traded company.

As a company with publicly traded securities, we have incurred, and will continue to incur, significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as well as rules promulgated by the SEC and Nasdaq, require us to adopt corporate governance practices applicable to U.S. public companies. These laws, rules and regulations may continue to increase our legal and financial compliance costs, which could adversely affect the trading price of our common stock.

System security risks, data protection breaches, cybersecurity incidents and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenues, increase our expenses, damage our reputation and adversely affect our stock price.

Our business faces various security threats, including cybersecurity risks that threaten the confidentiality, integrity and availability of our IT systems and information (including personal, confidential and other types of sensitive information); threats to the security of our facilities and infrastructure or third-party facilities and infrastructure; and threats from terrorist acts, civil unrest and similar acts.

Cybersecurity attacks and risks in particular are becoming more varied, and include threats from diverse vectors such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, as a result of viruses, malicious software or malicious code (including embedded in open-source software), misconfigurations, bugs or other vulnerabilities that are integrated into our (or our third party’s) IT systems. The threat landscape is constantly evolving as threat actors become increasingly sophisticated in using techniques and tools - including artificial intelligence and other emerging technologies - for malicious purposes. In addition, sophisticated hardware and operating system software and applications that we develop internally or procure from third parties may contain defects in design or manufacture, including “bugs” and other problems that could unexpectedly interfere with the operation of the system.

Our implementation of various procedures and controls to monitor and mitigate security threats and to increase security for our information, facilities and infrastructure may result in increased capital and operating costs, and our efforts to address these problems may not be successful and could result in interruptions, delays, cessation of service and loss of existing or potential customers that may impede our sales, distribution or other critical functions. We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us or certain of our third-party service providers, but we cannot guarantee that material incidents will not occur in the future.

However, security risks, system integration issues and any adverse impact on the availability, integrity or confidentiality of our IT systems or sensitive information, including any attempts to gain unauthorized access to information and systems and other security incidents or breaches, could lead to losses of critical infrastructure or capabilities essential to our operations, disruption of our internal operations or services provided to customers, or the unauthorized release or corruption of information. They could also damage our reputation, lead to legal claims or proceedings, regulatory investigations and enforcement actions, significant costs from remedial actions, loss of business or potential liability, each of which could have a material adverse effect on our financial position, results of operations and cash flows.

We are dependent on our information systems and computer-based programs and those of third parties, including our agricultural operations information, electronic data processing, and accounting data. Portions of our information technology infrastructure also may experience interruptions, delays or cessations of service or produce errors in connection with systems integration or migration work that takes place from time to time. We may not be successful in implementing new systems and transitioning data. If any of such systems or programs were to experience service interruptions, fail or create erroneous information in our hardware or software network infrastructure, possible consequences include our loss of communication links, inability to track sales and interruption of other operational or financial processes, which in turn could adversely affect our financial results, stock price and reputation.

We cannot guarantee that any costs and liabilities incurred in relation to an interruption, delay or other incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Our business is subject to complex and evolving laws and regulations regarding privacy and data protection.

In connection with running our business, we handle information that relates to individuals and/or constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable data privacy laws, including from and about business contacts, employees and website visitors. We are therefore subject to various federal, state, and foreign laws, regulations and other requirements relating to the privacy, security and handling of personal information. For example, certain state laws and regulations impose transparency obligations, provide individuals with rights in relation to their personal information, and impose certain restrictions on our disclosure of their personal information, with penalties for violations and, in some cases, private rights of action.

The compliance requirements of such laws and regulations are constantly evolving, creating complexity and potential confusion due to unclear or conflicting interpretations. Further, legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents, have significantly increased in the United States and globally. Some such requirements restrict our ability to process personal information across our business and across country borders.

New laws or changes to existing regulations, including under President Trump’s administration, may require us to incur significant costs and change our operations, potentially hindering our ability to grow our business by leveraging our data assets. In addition, any failure or perceived failure to comply with privacy and security laws and regulations could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions, and significant costs for defense or liabilities, along with negative publicity and an erosion of trust. Such events could materially harm our business, results of operations, and financial condition.

Our agricultural products are subject to supply and demand pricing which is not predictable.

Agricultural operations are subject to supply and demand pricing. Although our processed citrus is subject to minimum pricing, we are unable to predict with certainty the final price we will receive for our products. In some instances, the harvest and growth cycle will dictate when agricultural products must be marketed which may or may not be advantageous in obtaining the best price. Excessive supplies tend to cause severe price competition and lower prices for the commodity affected. Limited supply of certain agricultural commodities due to world and domestic market conditions can cause commodity prices to rise in certain situations.

We are subject to the risk of product contamination and product liability claims.

The sale of agricultural products for human consumption involves the risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties, product contamination or spoilage, including the presence of foreign objects, substances, chemicals, other agents, or residues introduced during the growing, storage, handling or transportation phases. We are subject to governmental inspection and regulations that we are committed to complying with but we cannot guarantee that our agricultural products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered or fully covered by our insurance or by any rights of indemnity or contribution that we may have against others. There can be no assurance that we will not be subject to future claims or liabilities for which we are not insured or that exceed the amount of our product liability insurance coverage.

Our agricultural operations are subject to water use regulations restricting our access to water.

Our operations are dependent upon the availability of adequate surface and underground water. The availability of water is regulated by the state of Florida through water management districts which have jurisdiction over various geographic regions in which our lands are located. Currently, we have permits in place for an average of 8 - 10 years for the use of underground and surface water which are believed to be adequate for our agricultural needs.

Surface water in Hendry County, where much of our agricultural land is located, comes from Lake Okeechobee via the Caloosahatchee River and a system of canals used to irrigate such land. The Army Corps of Engineers controls the level of Lake Okeechobee and ultimately determines the availability of surface water, even though the use of water has been permitted by the State of Florida through the water management district. The Army Corps of Engineers has at times lowered the level of Lake Okeechobee to manage flood risks. Changes in availability of surface water use may result during times of drought, because of lower lake levels and could materially adversely affect our agricultural operations, financial condition, results of operations and cash flows.

Liability for the use of fertilizers, pesticides, herbicides and other potentially hazardous substances could increase our costs.

Our agricultural business involves the use of herbicides, fertilizers and pesticides, some of which may be regulated as hazardous or toxic substances. We may be deemed liable and have to pay for the costs or damages associated with the improper application, accidental release or the use or misuse of such substances. Our insurance may not be adequate to cover such costs or damages, or may not continue to be available at a price or under terms that are satisfactory to us. In such cases, if we are required to pay significant costs or damages or if the cost of compliance increases, it could materially adversely affect our business, results of operations, financial condition and cash flows.

Increases in commodity or raw product costs, such as fuel and chemical costs, could adversely affect our operating results.

Many factors may affect the cost and supply of citrus, including external conditions, commodity market fluctuations, changes in governmental laws and regulations, tariffs, agricultural programs, severe and prolonged weather conditions and natural disasters. Increased costs for products, as we have experienced in this last year, can negatively impact our operating results and there can be no assurance that they will not adversely affect our operating results in the future.

We are subject to transportation risks.

We depend on third party providers of transportation and have no control over such third parties. An extended interruption in our ability to harvest and haul our products could have a material adverse effect on our business, financial condition and results of operations. Similarly, any extended disruption in the distribution of our products could have a material adverse effect on our business, financial condition and results of operations. If we were to experience an interruption due to strike, natural disasters or otherwise, we cannot be sure that our insurance would adequately cover all claims and that any efforts to transport our products by alternative means would be successful and done in a timely and cost-effective manner.

Risks Related to Our Indebtedness

We maintain a significant amount of indebtedness, which could adversely affect our financial condition, results of operations or cash flows, and may limit our operational and financing flexibility and negatively impact our business.

As of September 30, 2025, we had $85,950 in principal amount of indebtedness outstanding under our secured credit facilities (excluding deferred financing costs), and an additional availability of $92,500 is available under our revolving line of credit. Our loan agreements, as well as other debt instruments we may enter into in the future, may have negative consequences to us and could limit our business because we will use a substantial portion of our cash flows from operations to pay debt service costs, which will reduce the funds available to us for corporate and general expenses and it may make us more vulnerable to economic downturns and adverse developments in our business. Our loan agreements require us to comply with various restrictive covenants, including financial covenants that require us to comply with specified financial ratios and tests, and covenants that may restrict certain changes to our business model. Our failure to meet these covenants could result in default under these loan agreements and would result in a cross-default under other loan agreements. Because covenant compliance depends in part on periodic collateral appraisals and market conditions, declines in appraised values or changes in our business mix as we transition away from citrus production toward land management and real estate development could increase the risk of breaching our LTV‑based covenants. In addition, some of our loan agreements are secured by specific parcels of our land holdings, which are appraised from time to time. Our adherence to these land covenants relies on the most recent land valuations, and we cannot ensure that these valuations will remain constant over time. Our facilities include a Minimum Liquidity Requirement and an LTV Cap and failure to maintain these levels could restrict availability or result in default. In the event of a default and our inability to obtain a waiver of the default, all amounts outstanding under loan agreements could be declared immediately due and payable. Our loan agreements also contain various covenants that limit our ability to engage in specified types of transactions. In the short-term, we expect that we will depend primarily upon our citrus operations and land sales to provide funds to pay our corporate and general expenses and to pay any amounts that may become due under any credit facilities and any other indebtedness we may incur. In the long-term, as a result of the Strategic Transformation, we expect that we will depend primarily upon our land management, diversified farming operations, and real estate development activities to pay such amounts. We have used proceeds from land sales to repay variable rate debt in the past and expect to use future proceeds from land sales to repay variable rate debt. Land available for sale in the future to raise additional funds includes productive land, the disposition of which may negatively affect our agribusiness revenue stream. In addition, there are factors beyond our control that could negatively affect our agribusiness revenue stream. Our ability to make these payments depends on our future performance, which will be affected by various financial, business, macroeconomic and other factors, many of which we cannot control.

We may be unable to generate sufficient cash flow to service our debt obligations.

To service our debt, we require a significant amount of cash. Our ability to generate cash, make scheduled payments or refinance our obligations depends on our successful financial and operating performance. Our financial and operating performance, cash flow and capital resources depend upon prevailing economic conditions and various financial, business, and other factors, many of which are beyond our control. These factors include, among others:

• Economic and competitive conditions;
• Changes in laws and regulations;
• Operating difficulties, increased operating costs or pricing pressures we may experience; and
• Delays in implementing any strategic projects, including potential delays in implementing the Strategic Transformation.

If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In evaluating these options, we may need to consider strategic shifts to enhance our financial stability and cash flow. If we are required to take any actions referred to above, it could have a material adverse effect on our business, financial condition and results of operations. In addition, we cannot assure investors that we would be able to take any of these actions on terms acceptable to us, or at all, or that these actions would enable us to continue to satisfy our capital requirements, or that these actions would be permitted under the terms of our various debt agreements.

Some of our debt is based on variable rates of interest, which could result in higher interest expenses in the event of an increase in the interest rates.

Our RLOC currently bears interest at variable rates, which will generally change as interest rates change. Currently, we are experiencing, and are expecting to continue to experience, changes in interest on our variable rate RLOC. We bear the risk that the rates we are charged by our lenders will increase faster than the earnings and cash flow of our business, which could reduce profitability, adversely affect our ability to service our debt, cause us to breach covenants contained in our credit facility, any of which could materially adversely affect our business, financial condition, results of operations and cash flows.

Risks Related to our Common Stock

The market price of our common stock may be volatile or decline, and you may not be able to resell your shares at or above the price you initially paid for our common stock.

The trading price of our common stock could be volatile, and you could lose all or part of your investment. The following factors, in addition to other factors described in this “Risk Factors” section and included elsewhere in this document may have a significant impact on the market price of our common stock:

• the occurrence of severe weather conditions and other catastrophes;
• our operating and financial performance, quarterly or annual earnings relative to similar companies;
• publication of research reports or news stories about us, our competitors or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
• the public’s reaction to our press releases, our other public announcements and our filings with the SEC;
• announcements by us or our competitors of acquisitions, business plans or commercial relationships;
• any major change in our board of directors or senior management;
• additional sales of our common stock by us, our directors, executive officers, or principal stockholders;
• adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
• short sales, hedging and other derivative transactions in our common stock;
• exposure to capital market risks related to changes in interest rates, realized investment losses, credit spreads, equity prices, foreign exchange rates and performance of insurance- linked investments;
• our creditworthiness, financial condition, performance, and prospects;
• our dividend policy and whether dividends on our common stock have been, and are likely to be, declared and paid from time to time;
• any repurchases by us of any of our outstanding shares of common stock under our share repurchase plan;
• perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;
• regulatory or legal developments; including under President Trump’s administration;
• disruptions or delays associated with the current or any future government shutdowns (including curtailed SEC activities affecting capital markets access or transaction timing);
• changes in general market, economic, and political conditions;
• terrorism and/or instability, unrest and wars, such as the conflicts involving Ukraine and Russia or Israel and its surrounding regions, and other international conflicts;
• conditions or trends in our industry, geographies or customers;
• changes in accounting standards, policies, guidance, interpretations or principles; and
• threatened or actual litigation or government investigations.

We may not be able to continue to pay or maintain our cash dividends on our common stock and the failure to do so may negatively affect our share price.

We have historically paid regular quarterly dividends to the holders of our common stock. Our ability to pay cash dividends depends on, among other things, our cash flows from operations, our cash requirements, our financial condition, the degree to which we are/or become leveraged, contractual restrictions binding on us, provisions of applicable law and other factors that our Board may deem relevant. There can be no assurance that we will generate sufficient cash from continuing operations in the future or have sufficient cash surplus or net profits to pay dividends on our common stock. Our dividend policy is based upon our directors’ current assessment of our business and the environment in which we operate, and that assessment could change based on business developments (which could, for example, increase our need for capital expenditures) or new growth opportunities. Our Board may, at its discretion, decrease the level of cash dividends, or entirely discontinue the payment of cash dividends. The reduction or elimination of cash dividends may negatively affect the market price of our common stock.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF 2.0 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include, but are not limited to the following:

• risk assessments, monitoring, vulnerability assessments, drills and phishing tests, designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;
• a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;
• the use of external service providers and security vendors, where appropriate, to assess, test or otherwise assist with aspects of our security controls, including to identify and apply appropriate security protocols and tools;
• cybersecurity awareness training of our employees, and close cooperation with government and industry partners;
• a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
• a third-party risk management process for service providers, suppliers, and vendors based on our assessment of their criticality to our operations and respective risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – System security risks, data protection breaches, cybersecurity incidents and systems integration issues could disrupt our internal operations or services provided to customers, and any such disruption could reduce our expected revenues, increase our expenses, damage our reputation and adversely affect our stock price.”

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee (the "Committee") oversight of cybersecurity and other information technology risks. The Committee oversees management’s implementation of our cybersecurity risk management program.

The Committee receives periodic reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.

The Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Officer ("CIO"), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

Our management team, including our CIO, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants and vendors. Our management team’s experience includes 30+ years network and cyber security experience and our CIO is a member of the Homeland Security InfraGard program. Specifically, our CIO has served in his role at the Company for approximately ten years. Prior to joining the Company, he served as the CIO of a research-based consulting firm for over ten years, Director of Information Technology at a life sciences equipment manufacturing company for over one year, and a Manager of Advanced and Emerging Technology at a Fortune 200 manufacturing company for over four years. Further, our CEO has decades of prior experience in management roles in technology companies and has earned the CERT Certificate in Cyber-Risk Oversight from the National Association of Corporate Directors. The Chair of our Audit Committee has eight years of experience managing information technology teams.

Our management team takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

As of September 30, 2025, we owned approximately 49,537 acres of land located in eight counties in Florida. Acreage in each county and the primary classification with respect to the present use of these properties is shown in the following table:

Approximately 40,428 acres of the properties listed are encumbered by credit agreements totaling $220,000, of which there was $82,500 outstanding at September 30, 2025. See Note 8. Long-Term Debt and Lines of Credit to the Consolidated Financial Statements included in this Annual Report.

Although we have mineral rights on substantially all our owned acres, with additional mineral rights on other leased acres, we currently collect commercial mining royalties on 657 acres and agricultural mining royalties on approximately 131 acres within Land Management and Other Operations. We do not collect mining royalties on any non-owned lands. These royalties do not represent a significant portion of operating revenues or gross profits.

From time to time, we have been, and may in the future be involved in, litigation relating to claims arising out of our operations in the normal course of business. There are no current legal proceedings to which we are a party or of which any of our property is subject that we believe will have a material adverse effect on our financial position, results of operations or cash flows. See Note 15. Commitments and Contingencies to the Consolidated Financial Statements included in this Annual Report for further information.

The following discussion and analysis should be read in conjunction with Part I, Item 1, “Business”, Item 1A, “Risk Factors” and the accompanying Consolidated Financial Statements and related Notes thereto included in this Annual Report commencing on page 44. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including, but not limited to, those included in Part I, Item 1A, “Risk Factors” and other portions of this Annual Report. In the following discussion and analysis, dollars are in thousands, except per share and per acre amounts.

Business Overview

Business Description

Alico, Inc., together with its subsidiaries (collectively, “Alico”, the “Company”, “we”, “us” or “our”) currently generates operating revenues primarily from the sale of our citrus products, and through leases of citrus groves, as well as farming, grazing and hunting leases, activities related to rock and sand mining royalties, sod sales, leases of oil extraction rights to third parties, and other miscellaneous operations generating income. We operate as two business segments, and all of our operating revenues are generated in the United States. While Alico Citrus, which holds the Company’s citrus production operations, has substantially wound down operations after the 2024/2025 harvest due to environmental and financial challenges, Alico remains committed to Florida’s agriculture industry, and will focus on its long-term diversified land usage and real estate development strategy.

For the years ended September 30, 2025 and 2024 we generated operating revenues of $44,066 and $46,643, respectively, a loss from operations of $203,901 and $67,454, respectively, and net (loss) income attributable to common stockholders of $(147,334) and $6,973, respectively. Net cash provided by (used in) operating activities was $20,126 and $(30,497), respectively, for the years ended September 30, 2025 and 2024, respectively. See Part I, Item 1, Business, included in this Annual Report for a discussion of our year highlights and our evolving business strategy.

Business Segments

Operating segments are defined in the criteria established under FASB ASC Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by our CODM in deciding how to assess performance and allocate resources. Our CODM assesses performance and allocates resources based on its reportable segments.

Our two segments are as follows:

• Alico Citrus includes activities related to planting, owning, cultivating and/or managing citrus groves to produce fruit for sale to fresh and processed citrus markets, including activities related to the purchase and resale of fruit and value-added services, which include contracting for the harvesting, marketing and hauling of citrus; and
• Land Management and Other Operations includes activities related to the leasing of citrus groves, farming, grazing and hunting leasing, management and/or conservation of unimproved native pastureland and activities related to rock mining royalties and other insignificant lines of business. Also included are activities related to owning and/or leasing improved farmland. Improved farmland is acreage that has been converted, or is permitted to be converted, from native pasture and which may have various improvements including irrigation, drainage and roads.

Revenues from Alico Citrus operations were 93.8% and 96.6%, of our total operating revenues for the years ended September 30, 2025 and 2024, respectively. Revenues from Land Management and Other Operations were 6.2% and 3.4% of total operating revenues for the years ended September 30, 2025 and 2024, respectively. This shift reflects our migration away from growing our own citrus and toward a land management-focused model as part of the Strategic Transformation.

Recent Developments

Amended Credit Agreement with Metropolitan Life Insurance Company

On September 29, 2025, we entered into an Eighth Amendment (the “Eighth Amendment”) to our Amended and Restated Credit Agreement dated as of December 1, 2014, as amended to date, by and among the Company, Alico Land

Development Inc., Alico Fruit Company, LLC and Met (as amended, restated, supplemented or otherwise modified from time to time, the “MetLife Credit Agreement”), which, among other things: provided for a new $10,000 fixed-rate term loan ("Met Fixed-Rate Term Loan II"), with a maturity date of May 1, 2034; amended certain mortgages to add additional real property as collateral; added parties as mortgagors; and modified the loan-to-value ratio covenant to require that the LTV Ratio (as defined in the MetLife Credit Agreement) be at all times less than 50%. The proceeds from the Met Fixed‑Rate Term Loan II were used to repay all outstanding borrowings under our Loan Agreement with Prudential Mortgage Capital Company, LLC, dated December 31, 2012 (as amended to date, the “Prudential Credit Agreement”). As a result of such repayment, the Prudential Credit Agreement was terminated in accordance with its terms.

Corkscrew Grove Villages Wildlife Underpass

In advance of future development of Corkscrew Grove Villages, Alico Inc. is coordinating with the Florida Department of Transportation to design and construct a wildlife underpass as part of FDOT’s ongoing widening of State Road 82 in Collier County. This collaboration reflects Alico’s commitment to environmental stewardship and conservation by creating a critical regional link that supports wildlife movement throughout Southwest Florida.

After informal consultation with Florida Fish and Wildlife Conservation Commission and the US Fish and Wildlife Service, Alico is taking initial steps to implement a 1,295-acre wildlife corridor planned as part of the Corkscrew Grove Villages project in eastern Collier County. The wildlife underpass proposed as part of this corridor will help advance the panther recovery plan by providing a permanent regional connection to the Caloosahatchee dispersal zone at no additional cost to taxpayers.

On October 27, 2025, the Corkscrew Grove Stewardship District (the “CGSD”), a special district formed to facilitate financing and development of community infrastructure within its boundaries, entered into a Locally Funded Agreement (the “CGSD Funding Agreement”) with FDOT. The CGSD was established in June 2025 and it will assist the Company in its efforts to effectively finance infrastructure, help restore and manage natural areas, and oversee the administration of master planned communities and lands. Our Chief Executive Officer, John Kiernan, is the Board Chairman of the CGSD. Through the CGSD Funding Agreement, we will provide funding to FDOT to support the construction of a wildlife‑crossing planned as part of the Corkscrew Villages project and on November 14, 2025, we deposited $5,071 with FDOT to fund the project. The payment to the CGSD is reimbursable to the Company under the CGSD Funding Agreement.

Subject to final permitting and approval, this underpass may commence construction within the next six months.

Sale of Lily Grove

On November 4, 2025, we sold 579 acres of citrus land for $6,077.

Sale of Office and Shop in Frostproof

On November 19, 2025, sold our office and shop in Frostproof for $1,675.

Consolidated Results of Operations

The following discussion provides an analysis of our results of operations for the year ended September 30, 2025, as compared to the year ended September 30, 2024.

(in thousands)

NM - Not Meaningful

The following table presents our operating revenues, by segment, as a percentage of total operating revenues for the years ended September 30, 2025 and 2024:

27

The following discussion provides an analysis of our reportable segments:

Alico Citrus

(in thousands, except per box and per pound solids data)

Components of Results of Operations for Alico Citrus Segment

Our citrus groves have historically produced the majority of our annual operating revenues and the citrus grove business is seasonal because it is tied to the growing and harvest season. For the years ended September 30, 2025 and 2024, in light of the Strategic Transformation, the first and second quarters of Alico’s year produce most of the Company’s annual revenue.

We sell our Early and Mid-Season and Valencia oranges to orange juice processors. The processors generally buy the citrus crop on a pound solids basis, which is the measure of the soluble solids (sugars and acids) contained in one box of fruit. Our Fresh Fruit revenue is derived from sales to packing houses that purchase the citrus on a per box basis. We also provide citrus grove caretaking and harvest and haul management services to third parties from which revenues recorded as Grove Management Services are generated, including a management fee. Other revenues principally consist of the purchase and reselling of fruit.

Operating expenses for our Alico Citrus segment consist primarily of Cost of Sales, Harvesting and Hauling costs and Grove Management Services costs. Cost of sales represents the cost of maintaining the citrus groves for the preceding calendar year and does not vary in relation to production. Harvesting and Hauling costs represent the costs of bringing citrus product to processors and vary, based upon the number of boxes produced. Grove Management Services include those costs associated with citrus grove caretaking and harvest and haul management services provided to third parties. Other expenses include the period costs of third-party grove caretaking, the purchase and reselling of third-party fruit and insurance proceeds for crop claims, which are shown as a reduction to operating expenses in the period the claims are received.

Comparison of the year ended September 30, 2025 and 2024 for the Alico Citrus Segment

The decrease in revenue for the year ended September 30, 2025, as compared to the year ended September 30, 2024, was primarily due to a 26.4% decrease in pound solids produced, driven by fruit drop as a result of Hurricane Milton, partially offset by an increase in the blended price per pound solids of 29.9% for the Early and Mid-season and Valencia crops as a result of more favorable pricing in one of our then-existing contracts with Tropicana.

We recognized a decrease in Grove Management Services revenues for the year ended September 30, 2025, as compared to the year ended September 30, 2024 of $1,932, which was due to the termination of the Grove Management Agreement reducing Grove Management revenues in the year ended September 30, 2025.

Revenue from sales of Fresh Fruit and other was relatively flat compared to the same period in the prior year.

The increase in Operating expenses for the year ended September 30, 2025, as compared to the year ended September 30, 2024, primarily relates to the accelerated depreciation of approximately $162,095 principally on our Citrus trees during the year ended September 30, 2025, as a result of the decision to wind down our citrus operations, as part of the Strategic Transformation, the impairment of our young trees, which were not yet being depreciated and the impairment of our long lived assets at one of our groves of $24,966. Partially offsetting the increase in cost of sales were lower inventory adjustments of $9,895 during the year ended September 30, 2025, compared to $48,099 for the year ended September 30, 2024 and $20,381 of crop insurance proceeds received in connection with Hurricane Milton during the year ended September 30, 2025, which was recorded within Fresh Fruit and Other in the table above (see Note 3. Inventories to the Consolidated Financial Statements included in this Annual Report for further information).

Furthermore, our Harvesting and Hauling expenses decreased 9.3% as compared to the year ended September 30, 2024, driven by a decrease in the total number of boxes harvested and our Grove Management Services expenses decreased $1,425, as compared to the prior year as a result of the termination of the Grove Management Agreement.

Land Management and Other Operations

The table below presents key operating measures for the years ended September 30, 2025 and 2024 for the Land Management and Other Operations segment:

(in thousands)

29

Components of Results of Operations for Land Management and Other Operations Segment

Land Management and Other Operations includes lease income from farm leases (including leases of our citrus groves), grazing rights and hunting, as well as royalties received for mining and oil extraction rights, and other miscellaneous income.

Land and Other Leasing operating expenses includes real estate, property taxes, and general and administrative expenses, including legal and professional fees.

Comparison of the year ended September 30, 2025 and 2024 for the Land Management and Other Operations Segment

The increase in revenues from Land Management and Other Operations for the year ended September 30, 2025, as compared to the prior year, was primarily due to an increase in rock and sand royalty income, sod sales and farm lease revenue, partially offset by lower grazing and hunting lease revenues due to the sale of the Alico Ranch.

The increase in operating expenses from Land Management and Other Operations for the year ended September 30, 2025, as compared to the prior year, was primarily due to cost of sales associated with sod sales and depreciation on trees in citrus groves leased to third parties, partially offset by lower ad valorem taxes.

The following discussion provides an analysis of our results of operation, as a whole:

General and Administrative

General and administrative expenses increased $636 for the year ended September 30, 2025 as compared to the year ended September 30, 2024, driven by the acceleration of depreciation on certain administrative assets and an increase in personnel and legal costs, as a result of our Strategic Transformation, partially offset by lower employee costs associated with our reduced workforce.

Other Income, net

Other income, net, for the years ended September 30, 2025 and 2024 was $17,970 and $78,406, respectively. The decrease in other income, net was primarily due to the sale of 2,796 acres of land for approximately $23,807 which resulted in a gain of $20,319, as compared to the year ended September 30, 2024, when we sold approximately 18,354 acres of land for $86,217 and recognized a gain of $81,416 (including the sale of 17,229 acres of the Alico Ranch to the State of Florida).

Income Taxes

For the years ended September 30, 2025 and 2024, the (benefit) provision for income taxes was $(38,423) and $4,597, respectively, and the related effective income tax rates were 20.6% and 42.0%, respectively. The effective tax rate for the year ended September 30, 2025 is different than the statutory tax rate principally due to an increase in the valuation allowance on our charitable deduction carryforward, disallowed interest carryforward, and loss carryforwards, as well as state income taxes. The effective tax rate for the year ended September 30, 2024 is higher than the statutory tax rate principally due to an increase in the valuation allowance on our charitable deduction carryforward and state income taxes. During the year ended September 30, 2022, a bargain sale of land to the State of Florida, at a price below market value, resulted in a charitable contribution carryover for tax purposes and generated a tax benefit of $6,300, of which $500 was utilized immediately, $8 was recognized during the year ended September 30, 2024 and nothing was recognized in 2023. We do not anticipate that we will be able to recognize the majority of the charitable deduction carryover before it expires in 2027. As of September 30, 2025 and 2024, the valuation allowance was $14,094 and $5,757, respectively, resulting in a provision of $8,336 and $1,588, respectively.

Liquidity and Capital Resources

A comparative balance sheet summary is presented in the following table:

(in thousands)

Sources and Uses of Liquidity and Capital

Our business has historically generated positive net cash flows from operating activities. On January 6, 2025, we announced a Strategic Transformation in the Company’s business focus, to wind down its Alico Citrus division, which holds the Company’s citrus production operations, to focus on a long-term diversified land usage and real estate development strategy. Due to increasing financial challenges from citrus greening disease and environmental factors for many seasons, the Company has decided to not spend further material capital on its citrus operations and to wind down substantially all of its Citrus’ primary operations after completion of the current harvest in April 2025. Sources of cash primarily include cash flows from operations, sales of under-performing land and other assets, amounts available under our credit facilities and access to capital markets. Access to additional borrowings under revolving lines of credit is subject to the satisfaction of customary borrowing conditions. As a public company, we may have access to other sources of capital. However, access to, and availability of, financing on acceptable terms in the future will be affected by many factors, including (i) financial condition, prospects, and credit rating; (ii) liquidity of the overall capital markets; and (iii) the state of the economy. There can be no assurance that we will continue to have access to the capital markets on acceptable terms, or at all.

The principal uses of cash that affect our liquidity position include the following: operating expenses including employee costs, the cost of maintaining the citrus groves, harvesting and hauling of citrus products, capital expenditures, entitlement and development costs, stock repurchases, dividends, debt service costs including interest and principal payments on term loans and other credit facilities and acquisitions. Our expected principal uses of cash that affect our liquidity position, in light of the Strategic Transformation and the workforce reduction, are expected to include lower employee costs, lower costs of maintaining citrus groves and lower capital expenditures. In addition, on March 25, 2025, our Board approved a stock repurchase program authorizing us to repurchase up to $50,000 shares of common stock, with the amount and timing of repurchases depending on market conditions and corporate needs.

During the year ended September 30, 2025, we recorded an additional valuation allowance against our deferred tax assets, which is recorded in the annual effective tax rate. We are required to assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss expected to be incurred over a three-year period during the year ending September 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Management believes that a combination of cash-on-hand, cash generated from operations, asset sales and availability under our RLOC will provide sufficient liquidity to service the principal and interest payments on our indebtedness and will satisfy working capital requirements and capital expenditures for at least the next twelve months and over the long term.

Borrowing Facilities and Long-term Debt

We have a $95,000 revolving line of credit ("RLOC"), of which $92,500 is available for general corporate purposes as of September 30, 2025 (see Note 8. Long-Term Debt and Lines of Credit to the Consolidated Financial Statements included in this Annual Report for further information).

On September 29, 2025, we entered into an Eighth Amendment (the “Eighth Amendment”) to the credit agreement with Met (the "Eighth Amendment"). Among other things, the Eighth Amendment provided for a new $10,000 fixed rate term loan bearing interest at 6.21% ("Met Fixed-Rate Term Loan II") with a maturity date of May 1, 2034; amended certain mortgages to add additional real property as collateral and add additional mortgagors; and modified the loan-to-value ratio covenant to require that the LTV Ratio be at all times less than 50%. The proceeds from the Met Fixed-Rate Term Loan II were used to repay all outstanding borrowings under our loan agreement with Prudential Mortgage Capital Company, LLC, dated December 31, 2012 (as amended to date, the "Prudential Credit Agreement") consisting of Pru loans A & B with aggregate principal of $9,297, plus a prepayment premium of $649 and accrued interest. As a result of such repayment, the Prudential Credit Agreement was terminated in accordance with its terms. The Met Fixed-Rate Term Loan II is interest-only, with a balloon payment due at maturity on May 1, 2034 and reduces our total required annual principal repayments by $1,160 per year.

Subsequent to the Eighth Amendment, our credit facilities are subject to a Minimum Liquidity Requirement of $5,858 and an LTV Cap of 50%. As of September 30, 2025, we were in compliance with all of the financial covenants and were able to draw the entire amount of the RLOC, less current borrowings, and remain under the LTV Cap.

The term loans and RLOC are secured by real property. The security for the term loans and RLOC as of the most recent amendment, consists of approximately 40,428 gross acres of land.

We may utilize available cash and proceeds from asset sales to pay down indebtedness and for other corporate purposes, subject to market conditions and Board discretion. Any decision regarding share repurchases or dividends will depend on our cash flows, liquidity, credit facility covenants, and other factors, and there can be no assurance that additional financing will be available on acceptable terms, or at all.

The level of debt could have important consequences on our business, including, but not limited to, increasing our vulnerability to general adverse economic and industry conditions, limiting the availability of cash flow to fund future investments, capital expenditures, working capital, business activities and other general corporate requirements, and limiting flexibility in planning for, or reacting to, changes in our business and industry.

Consolidated Statements of Cash Flows

The following table details the items contributing to the changes in cash and cash equivalents and restricted cash for the years ended September 30, 2025 and 2024:

(in thousands)

Net cash provided by (used in) operating activities

Cash provided by (used in) operating activities for the year ended September 30, 2025, was primarily due to $20,381 in crop insurance proceeds as a result of Hurricane Milton and a $15,969 decrease in inventory as we wind down our Citrus operations in connection with our Strategic Transformation, partially offset by lower cash generated from our citrus operations, as a result of fruit drop caused by Hurricane Milton. The decrease in cash provided by (used in) operating activities for the year ended September 30, 2024 was driven by a $26,258 increase in inventory.

Net cash provided by investing activities

The decrease in net cash provided by investing activities for the year ended September 30, 2025, as compared to the year ended September 30, 2024, was driven by the sale of 2,796 acres of land for approximately $23,807 for the year ended September 30, 2025 as compared to the sale of 18,354 acres of land for $86,217 in the prior year period.

Net cash used in financing activities

The decrease in net cash used in financing activities for the year ended September 30, 2025, as compared to the year ended September 30, 2024, was primarily due to a decrease in the amount of borrowings which were repaid during the year ended September 30, 2025, principally as a result of the repayment of the $19,094 Met Variable-Rate Term Loans of on December 26, 2023.

Contractual Obligations

Our material cash requirements from known contractual and other obligations are described in the accompanying notes to the financial statements within Item 8. Financial Statements and Supplementary Data. These include principal and interest payments on long-term debt as described in Note 8. Long-Term Debt and Lines of Credit and operating leases as described in Note 12. Leases to our Consolidated Financial Statements included in this Annual Report.

Critical Accounting Policies and Estimates

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP, which requires management to make estimates, judgments and assumptions that affect the amounts reported in those financial statements and accompanying notes. Management considers an accounting policy to be critical if it is important to our financial condition and results of operations and if it requires significant judgment and estimates on the part of management in its application. Management considers an accounting estimate to be critical if it is made in accordance with generally accepted accounting principles, involves a significant level of estimation uncertainty, and has had, or is reasonably likely to have, a material impact on our financial condition or results of operations. We consider policies and estimates relating to the following matters to be critical accounting policies:

Revenue Recognition

We recognize revenue at the amount we expect to be entitled to be paid, determined when control of the products or services is transferred to our customers, which occurs upon delivery of and acceptance of the fruit by the customer and we have a right to payment. For grove management services, we recognize operating revenue, including a management fee, when services are rendered and consumed. Management reviews the reasonableness of the revenue accruals quarterly based on buyers’ and processors’ advances to growers, cash and futures markets and experience in the industry. Adjustments are made throughout the year to these estimates as more current relevant industry information becomes available. Differences between the estimates and the final realization of revenues can be significant and can be either positive or negative. During the periods presented in this Annual Report, no material adjustments were made to the reported revenues from our crops.

Inventories

The costs of growing crops, including, but not limited to, labor, fertilization, fuel, crop nutrition and irrigation, are capitalized into inventory throughout the respective crop year. Such costs are expensed as cost of sales when the crops are harvested and are recorded as operating expenses in the Consolidated Statements of Operations. Inventories are stated at the lower of cost or net realizable value. The cost for unharvested citrus crops is based on accumulated production costs incurred during the period from January 1 through the balance sheet date. In the event that there is a casualty loss due to severe weather or other significant incident which negatively impacts inventory, we will undertake a process to estimate the amount of casualty loss. The process includes a number of factors, including touring all of the citrus groves by operational personnel, to assess the estimated fruit drop by grove and estimate the amount of fruit we expect to produce for the respective harvest season. As a result of this process, we would estimate the amount of casualty loss, if any, to reduce the carrying value of unharvested fruit crop on trees inventory.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major improvements are capitalized while maintenance and repairs are expensed in the period the cost is incurred. Costs related to the development of citrus groves, through planting of trees, are capitalized. Such costs include land clearing, excavation and construction of ditches, dikes, roads and reservoirs among other costs. After the planting, caretaking costs or pre-productive maintenance costs are capitalized for 4 years. After 4 years, a grove is considered to have reached maturity and the accumulated costs were historically depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated. Refer to Note 5. Property and Equipment, Net to our Consolidated Financial Statements included in this Annual Report for a discussion of a change in the estimated useful life of the Company’s citrus trees, certain equipment (principally irrigation related), and the Buildings and improvements within its citrus groves.

Income Taxes

We use the asset and liability method of accounting for deferred income taxes. The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on our income tax provision and net income or loss in the period the determination is made. For the years ended September 30, 2025 and September 30, 2024, we recorded a valuation allowance of $14,094 and $5,757, respectively. We recognize interest and/or penalties related to income tax matters in income tax expense.

We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which a change in judgment occurs. We record interest related to unrecognized tax benefits in income tax expense.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We record impairment losses on long-lived assets used in operations, or asset group, when events and circumstances indicate that the assets might be impaired and the estimated cash flows (undiscounted and without interest charges) to be generated by those assets or asset group over the remaining lives of the assets or asset group are less than the carrying amounts of those assets. In calculating impairments and the estimated cash flows, we assign our asset groups by determining the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets. The net carrying values of assets or asset group not recoverable are reduced to their fair values. Alico’s cash flow estimates are based on historical results adjusted to reflect best estimates of future market conditions and operating conditions. We have determined that the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets is the Grove level and includes, its Citrus Trees, Land, certain equipment (principally irrigation related) and the Buildings and improvements within its citrus groves, which are used together to generate cash flows from fruit for sales to its customers. For the year ended September 30, 2025, we recognized an impairment of its long-lived assets at one of our groves, as well as our young trees, which were not yet being depreciated, of $24,966, which was recorded within Operating expenses in its Alico Citrus Segment. The fair value of the assets which were determined to be impaired were based primarily on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025. No impairment of long-lived assets was recognized during the year ended September 30, 2024. As of September 30, 2025 and 2024, long-lived assets were comprised of property, including citrus trees, and equipment.

Fair Value Measurements

We categorize our financial instruments measured at fair value into a fair value hierarchy that prioritizes the inputs used in pricing the asset or liability into a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

• Level 1 – Observable inputs such as quoted market prices for identical assets and liabilities in active markets;
• Level 2 – Inputs, other than the quoted prices for identical assets and liabilities in active markets, for which significant other observable market inputs are readily available; and
• Level 3 – Unobservable inputs in which there is little or no market data, such as internally developed valuation models which require the reporting entity to develop its own assumptions.

The carrying amounts of our financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short term and immediate nature of these financial instruments. See Note 2. Summary of Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report for additional information about the fair value of our debt.

Impact of Accounting Pronouncements

See Note 1. Description of Business and Basis of Presentation to our Consolidated Financial Statements included in this Annual Report for additional information about the impact of accounting pronouncements.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

(a) Limitations on effectiveness of controls and procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

(b) Evaluation of Disclosure Controls and Procedures

Management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as of September 30, 2025. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

(c) Remediation of Previously Reported Material Weakness

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management previously reported a material weakness in internal control over financial reporting as of September 30, 2024, related to controls around the completeness and accuracy of the Company’s spreadsheet controls used in the preparation of the Company’s inventory net realizable value calculation.

Throughout the year ended September 30, 2025, management, with oversight by our Audit Committee, undertook remediation measures addressing the previously reported material weaknesses. We completed these remediation measures in the quarter ended June 30, 2025, including testing of the design and the operating effectiveness of the related controls, and management concluded that these controls operated effectively for a sufficient period of time to conclude that the material weakness previously identified was remediated as of June 30, 2025.

(d) Changes in Internal Control over Financial Reporting

During the fourth quarter ended September 30, 2025, there were no changes in our internal controls over financial reporting that occurred that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

(e) Management Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025. In making this assessment, management used the criteria described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on the Company's assessment and those criteria, management concluded that its internal control over financial reporting were effective as of September 30, 2025. Management reviewed the results of this assessment with our Audit Committee.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our non-accelerated filer status as of September 30, 2025.