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What changed in ALICO, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ALICO, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+290 added−287 removedSource: 10-K (2025-11-24) vs 10-K (2024-12-02)

Top changes in ALICO, INC.'s 2025 10-K

290 paragraphs added · 287 removed · 177 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

38 edited+20 added−44 removed9 unchanged
Biggest changeThe operating activities on our land holdings and in which we engage as of September 30, 2024, are categorized in the following table: Gross Acreage (estimated) Operating Activities Alico Citrus Citrus Groves 48,229 Citrus Cultivation Citrus Nursery 22 Citrus Tree Development 48,251 Land Management and Other Operations Ranch 4,594 Leasing and Conservation Other Land 526 Mining Lease and Office 5,120 Total 53,371 Alico Citrus We own and manage citrus land in DeSoto, Polk, Collier, Hendry, Charlotte, Highlands, and Hardee Counties in the state of Florida and engage in the cultivation of citrus trees to produce citrus for delivery to the fresh and processed citrus markets.
Biggest changeLand 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. 4 Table of Contents The operating activities on our land holdings and in which we engage as of September 30, 2025, are categorized in the following table: Gross Acreage (estimated) Operating Activities Alico Citrus Citrus Groves 39,297 Citrus Cultivation 39,297 Land Management and Other Operations Leasing and Conservation 9,583 Leasing and Conservation Mining 657 Mining Lease and Office 10,240 Total 49,537 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.
We recognize the increased 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.
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.
We are also committed to 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.
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.
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 all aspects of operations including stewardship of both its natural and human resources.
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.
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.
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. 7 Table of Contents Human Capital Management Purpose and Company Values Supporting our people is a fundamental value for Alico.
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, 2024, we had 199 full-time employees and no part-time employees.
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.
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.
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. 9 Table of Contents
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 equity, diversity and inclusion.
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.
Year Ended September 30 Q1 Q2 Q3 Q4 Ending 12/31 Ending 3/31 Ending 6/30 Ending 9/30 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Harvest Fresh and Early/Mid Varieties of Oranges X X X X Harvest Valencia Oranges X X X Significant Customer Revenue from Tropicana represented 86.8% and 81.3%, of our consolidated revenue for the years ended September 30, 2024 and 2023, respectively.
Year Ending September 30 Q1 Q2 Q3 Q4 Ending 12/31 Ending 3/31 Ending 6/30 Ending 9/30 Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sept Harvest Fresh and Early/Mid Varieties of Oranges X X X X Harvest Valencia Oranges X X X 6 Table of Contents 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.
Management believes that our employee relations are favorable, that our relations with our independent 9 Table of Content s contractors are favorable, and that the relations that we and the independent contractors have with the employees of the independent contractors are favorable.
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.
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.
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.
We are committed to equal pay for equal work, regardless of gender, race, ethnicity, or other personal characteristics. 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 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.
The average pound solids per box was 4.83 and 5.02, for the years ended September 30, 2024 and 2023, respectively. We generally use multi-year contracts with citrus processors that include pricing structures based on a floor and ceiling price.
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.
Based on our Inclusion and Diversity strategy, we seek to promote a greater sense of inclusion through a variety of initiatives, which includes a Company-wide women’s group to promote mentoring, career advancement, training, comradery, and empowerment. Compensation and Benefits Our compensation and benefits are designed to support the financial, mental, and physical well-being of our employees.
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 own approximately 53,371 acres of land in eight Florida counties (Charlotte, Collier, DeSoto, Glades, Hardee, Hendry, Highlands and Polk), and approximately 48,700 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.
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.
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 agribusiness revenues.
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.
Employee Safety and Well-Being Protecting the health and safety in the workplace for our employees and personnel provided by independent contractors with which we contract is one of our core values. Hazards in the workplace are actively identified and management tracks incidents so remedial actions can be taken to improve workplace safety.
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.
Revenue in the years ended September 30, 2024 and 2023, was generated primarily from two separate contracts with Tropicana. This revenue was generated from the sale of our citrus product in the processed market. No other single customer provided more than 10% of our consolidated revenue in the years ended September 30, 2024 or 2023.
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.
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.
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.
Governmental Regulations Our operations are subject to various federal, state and local laws regulating the discharge of 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.
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.
Item 1. Business Overview Alico was incorporated under the laws of the State of Florida in 1960. Alico is an agribusiness with a legacy of achievement and innovation in citrus and conservation.
Item 1. Business 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.
Therefore, if pricing in the market is favorable, relative to our floor price, we benefit from the incremental difference between the floor and the final market price to the extent it does not exceed the 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.
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 our communities and promote health, safety and education.
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.
One of the ways we have put people at the center is by continuing to work toward a more inclusive and diverse workplace where each person feels respected, valued and seen and can be the best version of themselves – from women and ethnically diverse employees to veterans, among others.
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.
This unique employment benefit helps us maintain a dependable, long-term employee base. 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.
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.
In order to support and enhance health and safety practices, we routinely conduct safety training with employees to emphasize safety when conducting grove caretaking, general employee health, proper equipment operating techniques, office ergonomics and other important safety topics. The COVID-19 pandemic underscored for us the importance of keeping our employees and the personnel provided by independent contractors safe and healthy.
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.
Our strategy is based on what we believe are best-management practices of our agricultural operations and the environmental and conservation stewardship of our land and natural resources. We endeavor to manage our land in a sustainable manner to maximize value creation and to evaluate the effect of changing land uses while considering new opportunities.
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.
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 the production, cultivation and sale of citrus on our owned lands and as a manager of citrus groves for third parties.
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.
We do not include our independent contractors in our number of employees because they are not employees. 10 Table of Content s Our employees work in the following divisions: Alico Citrus 175 Corporate, General, Administrative and Other 24 Total employees 199 None of our employees are subject to a collective bargaining agreement.
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.
Extension of Grove Management Agreement On October 30, 2023, the Company entered into a Citrus Grove Management Agreement (the "Grove Management Agreement") with an unaffiliated group of third parties to provide citrus grove caretaking services for approximately 3,300 acres owned by such third parties.
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.
During the year ended September 30, 2023, we sold approximately 2,225 acres for $12,000 and recognized a gain of $11,432. Revenues from Land Management and Other Operations were 3.4% and 4.3% of total operating revenues for the years ended September 30, 2024 and 2023, respectively.
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.
The overall decrease in the sales to the processed markets as a percentage of citrus revenues during the year ended September 30, 2024, as compared to the year ended September 30, 2023, is due to the signing of the Grove Management Agreement discussed above.
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 increase in Tropicana revenue, as a percentage of sales, was primarily due to an increase in pound solids produced during the year ended September 30, 2024, as we began to recover from Hurricane Ian, which negatively impacted our harvest during the year ended September 30, 2023. 8 Table of Content s Competition 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.
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.
Land Management and Other Operations We own and manage land in Collier, Glades, and Hendry Counties and lease land for recreational and grazing purposes, conservation, and mining activities. Our Land Management and Other Operations land holdings total 5,120 gross acres, or 9.6% of our total acreage.
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. 5 Table of Contents 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.
During the year ended September 30, 2024, we sold approximately 798 acres of citrus land for approximately $7,183 and recognized a gain of $4,391. Revenues from our Alico Citrus operations were 96.6% and 95.7%, of our total operating revenues for the years ended September 30, 2024 and 2023, respectively.
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.
Under the terms of the Grove Management Agreement, the Company is reimbursed by the third parties for all its costs incurred related to providing these services and receives a management fee based on acres covered under this agreement.
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.
Our Alico Citrus business segment cultivates citrus trees to produce citrus for delivery to the processed and fresh citrus markets. Our sales to the processed market were 92.0% and 94.0%, of Alico Citrus revenues for the years ended September 30, 2024 and 2023, respectively.
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.
Our estimated Land Management and Other Operations acreage is detailed in the following table as of September 30, 2024: Acreage Hendry County 1,319 Collier County 3,275 Glades County 526 Total 5,120 7 Table of Content s During the year ended September 30, 2024, we sold approximately 17,556 acres of the Alico Ranch (including 17,229 to the State of Florida) for approximately $78,930 and recognized a gain of $77,025.
Our estimated Land Management and Other Operations acreage is detailed in the following table as of September 30, 2025: Acreage Hendry County 46 Polk County 1,693 Collier County 4,757 DeSoto County 1,642 Glades County 526 Hardee County 402 Highlands County 1,093 Charlotte County 81 Total 10,240 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.
Removed
Our principal lines of business are citrus groves and land management. We are one of the largest citrus producers in the United States of America.
Added
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.
Removed
We operate two divisions: Alico Citrus, a citrus producer on its own land and as a manager of citrus groves for third parties, and Land Management and Other Operations, which includes land conservation, encompassing environmental services, land leasing and related support operations.
Added
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.
Removed
Land Management and Other Operations include leases for grazing rights, hunting leases, a farm lease, a lease to a third party of an aggregate mine, leases of oil extraction rights to third parties, and other miscellaneous operations generating income.
Added
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.
Removed
Recent Developments Florida Citrus Commission Development On November 21, 2024, the Florida Citrus Commission passed an emergency rule, based on requests from the Florida Citrus Processors Association and Florida Citrus Mutual, to reduce the minimum Brix value (a measurement of sugar content) for oranges harvested for the period beginning on November 21, 2024 and ending on May 23, 2025 from 8.5 to 7.0 and to eliminate the minimum ratio of total soluble solids to anhydrous citric acid (a measure of maturity).
Added
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.
Removed
While it is not possible for us to estimate the potential impact of this ruling, it may increase the amount of the Company's fruit that would be acceptable at the processors. Hurricane Milton On October 9, 2024, Hurricane Milton hit Florida and the Company's citrus groves sustained hurricane or tropical storm force winds for varying durations of time.
Added
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.
Removed
Based on observations to date, the Company sustained minimal tree damage; however, there was measurable fruit drop from trees in our northern groves, particularly in Polk and Hardee County. We will continue to evaluate the impact of Hurricane Milton on our anticipated harvest in assessing any incremental impairment to be recognized at December 31, 2024.
Added
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.
Removed
However, an estimate of the amount of any incremental write-down to inventory cannot be made at this time. Inventory Net Realizable Value Adjustment On September 30, 2024, we recognized an adjustment of $19,549, to reduce inventory to its net realizable value.
Added
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.
Removed
The inventory adjustment is the result of expectations for a significantly lower than anticipated harvest of the Early and Mid-Season and Valencia crops for the 2024-2025 season due to the ongoing challenges posed by Hurricane Ian.
Added
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.
Removed
More than half of our crops dropped before harvesting in fiscal year 2023 and fiscal year 2024 fruit production did not return to pre-Ian levels.
Added
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.
Removed
These lower levels of production remain a concern to management as we begin to harvest the 2024-2025 crops, and the Company is evaluating our performance daily. 4 Table of Content s Amended Credit Agreement with Metropolitan Life Insurance Company On September 16, 2024, we amended our Credit Agreement (the “Amendment”) with Metropolitan Life Insurance Company, which, among other things (i) increases the borrowing capacity under the revolving line of credit (the “RLOC”) from $25,000 to $95,000 and (ii) now extends the maturity date of the RLOC to May 1, 2034.
Added
We supplied Tropicana, previously our largest customer, with citrus fruit under agreements entered into beginning in May 2020.
Removed
This Amendment replaces the Company’s $70,000 working capital line of credit with Rabo Agrifinance, Inc., which was due to mature on November 1, 2025.
Added
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”).
Removed
Tropicana Orange Purchase Agreement On June 5, 2024, we entered a new three-year Orange Purchase Agreement (the “Tropicana Agreement”) to sell oranges to Tropicana at prices that are approximately 33% to 50% higher, over the life of the contract, than the average price for all the citrus fruit sold to Tropicana last season.
Added
Our Land Management and Other Operations land holdings total 10,240 gross acres, or 20.7% of our total acreage.
Removed
The Tropicana Agreement is effective June 5, 2024 through July 31, 2027, subject to its terms and conditions, and succeeds existing agreements with Tropicana that expired at the end of July 2024. Citrus Greening Treatment In 2022, we began testing a new application of Oxytetracycline Hydrochloride (“OTC”), which is registered with the U.S.
Added
This shift reflects our migration away from growing our own citrus and toward a land management-focused model as part of the Strategic Transformation.
Removed
Environmental Protection Agency (“EPA”) under the Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”) as an active ingredient in pesticide products for the control of certain bacterial diseases in non-food bearing trees; this new application involves use of OTC-containing products as a therapy to address citrus greening.
Added
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.
Removed
On October 28, 2022, after a review of the new application method by the EPA and the Florida Department of Agriculture and Consumer Services (“FDACS”) pursuant to Section 24(c) of FIFRA, FDACS granted a special local-need registration through December 4, 2025, and EPA did not disapprove of FDACS’s grant of this registration.
Added
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.
Removed
Although not a cure for citrus greening, this OTC application has been found to mitigate some of the impacts of citrus greening and to decrease the rate of fruit drop and improve fruit quality. During the year ended September 30, 2024, we treated substantially all our producing trees (approximately 4.5 million) with OTC.
Added
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.
Removed
This represents a second round of injections for approximately 35% of our producing trees, which were treated in fiscal year 2023.
Added
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.
Removed
We received $1,805 of grant money from the Florida Citrus Research and Field Trial Foundation (the "CRAFT Foundation") in January 2024 that covered substantially all of the costs of the 2023-24 harvest season OTC applications, $1,157 was received in third and fourth quarters of 2024 and $35 received in October 2024, that will cover approximately 35% of the 2024-25 harvest season OTC applications.
Added
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.
Removed
In July 2024 the FDACS approved a label change for the OTC product to remove the restriction that the product cannot be applied more than two years in a row. This change will enable us to apply the OTC treatment in calendar year 2025 to the trees that we started treating in 2023.
Added
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.
Removed
In addition, the CRAFT Foundation has approved a third round of grant monies, for which we can apply, that would further mitigate our OTC costs for the year ended September 30, 2024 and future costs for the years ended September 30, 2025 and 2026.
Added
We believe that our relations with our employees are good. 8 Table of Contents Our employees work in the following roles: Employees Operations 9 Corporate, General, Administrative and Other 11 Total employees 20 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.
Removed
However, it is not yet possible to provide a reliable estimate of any such grant monies at this time.
Removed
The Grove Management Agreement may be terminated with written notice provided at least 60 days prior to the commencement of the next fiscal year, occurring subsequent to September 30, 2024 and with shorter notice under certain conditions. On September 20, 2024, the Grove Management Agreement was extended until December 31, 2024.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

85 edited+52 added−50 removed60 unchanged
Biggest changeOur 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.
Biggest changeThe 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.
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.
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.
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 citrus operations are most affected by escalating costs and unpredictable revenues and high irrigation water costs.
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.
Furthermore, we require lessees of our properties to comply with environmental 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.
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 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.
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 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 of Directors may deem relevant.
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.
Increased and varied focus and activism related to ESG 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.
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.
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 and inclusion and diversity, as part of our ESG strategy.
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.
ESG issues, including those related to climate change, 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 and evolving scrutiny relating to their ESG policies, initiatives and disclosures from governments, regulators, investors, consumers, employees and other stakeholders.
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.
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.
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.
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.
As a result, 16 Table of Contents 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.
Our agricultural business involves the use of herbicides, fertilizers and pesticides, some of which may be considered 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 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.
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 citrus business revenue stream.
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.
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; • 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.
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.
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 11 Table of Content s effects of climate change. Unfavorable growing conditions can reduce both crop size and crop quality.
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 addition, the increased emphasis by some stakeholders on ESG matters has resulted in, and may continue to result in, the adoption of laws and regulations, including 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.
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.
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, 2024 and 2023, we paid $2,659 and $2,786, in real estate taxes, respectively.
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.
This and other strategic initiatives may relate to the management and utilization of our land and may not be successful in generating revenues or improving operating profit and, if they are, it may take longer than anticipated.
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.
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.
In the 14 Table of Contents 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.
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 credit facility currently bears interest at variable rates, which will generally change as interest rates change.
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.
In addition, sophisticated hardware and operating system 20 Table of Content s 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.
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 citrus division is 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, in particular, or the citrus business, generally, which could have a significant adversely impact on our overall results of operations, financial condition and cash flows.
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.
Our Board of Directors 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. Item 1B. Unresolved Staff Comments None.
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. Item 1B. Unresolved Staff Comments None. 21 Table of Contents
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 17 Table of Content s natural disasters.
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.
Some such requirements restrict our ability to process personal information across our business and across country borders. New laws or changes to existing regulations may require us to incur significant costs and change our operations, potentially hindering our ability to grow our business by leveraging our data assets.
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.
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. Our citrus business is seasonal.
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.
High fixed water costs related to our citrus lands will continue to adversely affect 19 Table of Content s earnings. Prices received for many of our products are dependent upon prevailing market conditions and commodity prices.
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.
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.
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.
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 or endangered species on the site. Management monitors environmental legislation and requirements and works to remain in compliance with such regulations.
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.
In addition, such transactions could distract management from current operations. 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.
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.
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.
The threat landscape is constantly evolving as threat actors become increasingly sophisticated in using techniques and tools - including artificial intelligence 17 Table of Contents and other emerging technologies - for malicious purposes.
In some instances, the harvest and growth cycle will dictate when such 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.
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 18 Table of Contents affected.
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 23 Table of Content s stock.
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.
If a transaction intended to qualify as a Section 1031 Exchange is later determined to be taxable, 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.
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.
For example, in 2023 we began a multi-year entitlement process for our 4,500-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.
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.
We are subject to governmental inspection and regulations and we cannot be sure 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.
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.
Macroeconomic conditions, such as rising inflation, the deadly conflicts in Ukraine and Israel, and pandemics or health crises could adversely affect our business, financial condition, results of operations and cash flows. During the year ended September 30, 2024, we continued to experience inflationary pressure on labor costs, which we expect to continue through 2025.
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.
We expect that we will depend primarily upon our citrus operations 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 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.
The increasing concern over climate change also may result in more 16 Table of Content s regional, federal, and/or global legal and regulatory requirements to reduce or mitigate the effects of greenhouse gases or climate change.
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.
These taxes were based upon the agricultural use (“Green Belt”) values determined by the county property appraisers in which counties we own land, of $81,628 and $90,481 for the years ended September 30, 2024 and 2023, respectively, which differs significantly from the fair values determined by the county property appraisers of $352,379 and $419,915, 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.
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 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.
A number of external factors, including the deadly conflicts in Ukraine and Israel, as well as responses to such events including sanctions or other restrictive actions, by the United States and/or other countries, pandemics or health crises, adverse weather conditions, increases in fuel prices, supply chain disruptions (including raw material shortages) and labor shortages have impacted, and may continue to impact, transportation and commodity costs and create significant macroeconomic uncertainty.
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.
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.
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.
In addition, there are factors beyond our control that could negatively affect our citrus business 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 .
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.
Our loan agreements require us to comply with various restrictive covenants, and some contain financial covenants that require us to comply with specified financial ratios and tests. 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.
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.
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; • 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.
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.
Currently, we are experiencing, and are expecting to continue to experience, increases in interest on our variable rate term loans.
Currently, we are experiencing, and are expecting to continue to experience, changes in interest on our variable rate RLOC.
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.
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.
Risks Related to our Business Adverse weather conditions, natural disasters and other natural conditions, including the effects of climate change and hurricanes and tropical storms, particularly because our citrus groves are geographically concentrated in Florida, could impose significant costs and losses on our business and adversely affect our results of operations, financial position and cash flows.
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.
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.
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.
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.
These limitations may increase our federal, state, and/or foreign income tax liability. 13 Table of Contents 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.
Agricultural operations traditionally provide almost all of our operating revenues, with citrus being the largest portion and 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.
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.
If hazardous substances (including herbicides and pesticides used by us or by any persons leasing our lands) are discovered emanating from any of our lands and the release of such substances presents 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.
If hazardous substances are discovered emanating from any of our lands and the release of such 15 Table of Contents 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.
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. We cannot be sure that we will not incur claims or liabilities for which we are not insured or that exceed the amount of our product liability insurance coverage.
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.
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 18 Table of Content s life insurance with respect to any of our employees.
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.
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 and term loans, any of which could materially adversely affect our business, financial condition, results of operations and cash flows. 22 Table of Content s 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.
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 20 Table of Contents credit facility, any of which could materially adversely affect our business, financial condition, results of operations and cash flows.
Limited supply of certain agricultural commodities due to world and domestic market conditions can cause commodity prices to rise in certain situations. 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.
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.
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. Liability for the use of fertilizers, pesticides, herbicides and other potentially hazardous substances could increase our costs.
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.
There can be no assurance that the implementation of any 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. We are subject to the risk of product contamination and product liability claims.
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. 10 Table of Contents Our workforce reduction may not result in our intended outcomes and may yield unintended consequences and additional costs.
As of September 30, 2024, we had $92,551 in principal amount of indebtedness outstanding under our secured credit facilities, and an additional availability of $86,606 is available under our working capital and revolving lines of credit.
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.
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.
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. 19 Table of Contents 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.
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.
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.
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. 15 Table of Content s 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.
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.
Currently, we have permits in place for the next 15 to 20 years for the use of underground and surface water which are believed to be adequate for our agricultural needs. 14 Table of Content s 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.
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.
These factors can 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 citrus operations are concentrated in central and south Florida, with our groves located in parcels in DeSoto, Polk, Collier, Hendry, Charlotte, Highlands, and Hardee Counties.
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.
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. Widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information.
In addition, our products could face 12 Table of Contents withdrawal, recall or other quality issues, which could lead to decreased demand for our products or services and reputational damage.
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. Changes in immigration laws could impact our ability to harvest our crops. We engage third parties to provide personnel for our harvesting operations.
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.
The trading price of our common stock could be volatile, and you could lose all or part of your investment.
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.
Because our groves are located in close proximity to each other, the impact of adverse weather conditions may be material to our results of operations, financial position and cash flows. Florida is particularly susceptible to the occurrence of hurricanes and tropical storms.
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.
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, it could materially adversely affect our business, results of operations, financial condition and cash flows.
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.
Accordingly, a reduction in the government’s orange juice tariff could adversely impact our results of operations. Our earnings are sensitive to fluctuations in market supply and prices and demand for our products. Excess supplies often cause severe price competition in our industry.
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.
Depending on where any particular hurricane or tropical storm makes landfall, our properties have in the past and could in the future experience significant, if not catastrophic damage.
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.
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.
Our loan agreements also contain various covenants that limit our ability to engage in specified types of transactions.
As a result, climate change could negatively affect our financial condition and results of operations.
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.
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 and third-party partners is critical to the success of our business.
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.
A significant portion of our revenues are derived from our citrus business and any adverse event affecting such business could disproportionately harm our business. Our revenues from our citrus business were 96.6% and 95.7%, of our operating revenues in the years ended September 30, 2024 and 2023, respectively.
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.
We seek to minimize hurricane risk by the purchase of insurance contracts, but a significant portion of our crops remain uninsured.
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.
Such damage could materially affect our citrus operations and could result in a loss of operating revenues from those products for a multi-year period. For instance, recent Hurricane Ian had a material adverse effect on the fruit production from our trees for the 2023 harvest season and, potentially to a lesser extent, the next season and future seasons.
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.
Given the significant impact of these conditions, we may evaluate strategic options for the management and utilization of our land. Our citrus groves are subject to damage and loss from disease including, but not limited to, citrus greening and citrus canker, which could negatively impact our business, financial condition, results of operations and cash flows.
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.
If excess supplies do exist, this could result in reduced pricing or unusable inventory which could adversely impact our results of operations. Climate change, or legal, regulatory, or market measures to address climate change, may negatively affect our business and operations.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Committee oversees management’s implementation of our cybersecurity risk management program. 24 Table of Content s 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.
Biggest changeThe 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.
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.
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. 22 Table of Contents Our management team, including our CIO, is responsible for assessing and managing our material risks from cybersecurity threats.
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.
The full Board also receives briefings from management on our cyber risk management program.
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Specifically, our CIO has served in his role at the Company for approximately ten years.
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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.
Added
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.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAcreage in each county and the primary classification with respect to the present use of these properties is shown in the following table: Total Hendry Polk Collier DeSoto Glades Charlotte Hardee Highlands Alico Citrus: Citrus Groves 48,229 8,497 6,746 7,057 21,593 — 2,530 583 1,223 Citrus Nursery 22 — — — 22 — — — — Total Citrus Groves 48,251 8,497 6,746 7,057 21,615 — 2,530 583 1,223 Land Management and Other Operations 4,594 1,319 — 3,275 — — — — — Mining 526 — — — — 526 — — — Total 53,371 9,816 6,746 10,332 21,615 526 2,530 583 1,223 Approximately 36,800 acres of the properties listed are encumbered by credit agreements totaling $220,000, of which there was $92,551 outstanding at September 30, 2024.
Biggest changeAcreage in each county and the primary classification with respect to the present use of these properties is shown in the following table: Total Hendry Polk Collier DeSoto Glades Charlotte Hardee Highlands Alico Citrus: Citrus Groves 39,297 6,980 5,211 5,575 18,772 2,449 180 130 Land Management and Other Operations 9,583 46 1,693 4,757 1,592 — 402 1,093 Mining 657 — — — 50 526 81 — — Total 49,537 7,026 6,904 10,332 20,414 526 2,530 582 1,223 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.
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 526 acres within Land Management and Other and agricultural mining royalties on approximately 158 acres within our Citrus operations. We do not collect mining royalties on any non-owned lands.
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.
Item 2. Properties As of September 30, 2024, we owned approximately 53,371 acres of land located in eight counties in Florida.
Item 2. Properties As of September 30, 2025, we owned approximately 49,537 acres of land located in eight counties in Florida.
For a more detailed description of the credit agreements and collateral please see Note 7. Long-Term Debt and Lines of Credit to the Consolidated Financial Statements included in this Annual Report.
See Note 8. Long-Term Debt and Lines of Credit to the Consolidated Financial Statements included in this Annual Report.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere 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 14.
Biggest changeThere 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.
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Commitments and Contingencies to the Consolidated Financial Statements included in this Annual Report for further information. 25 Table of Content s
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Item 4. Mine Safety Disclosures Not Applicable. 23 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividend Policy The declaration and amount of any actual cash dividend are in the sole discretion of our Board of Directors and are subject to numerous factors that ordinarily affect dividend policy, including the results of our operations and financial position, as well as general economic and business conditions. • The Board of Directors approved a dividend of $0.05 per common share for our fourth quarter fiscal year 2024 in September 2024.
Biggest changeDividend Policy The declaration and amount of any actual cash dividend are in the sole discretion of our Board of Directors and are subject to numerous factors that ordinarily affect dividend policy, including the results of our operations and financial position, as well as general economic and business conditions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is traded on the Nasdaq Global Select Market under the symbol ALCO. Holders On November 26, 2024, our stock transfer records indicated there were 376 holders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common Stock Our common stock is traded on the Nasdaq Global Select Market under the symbol ALCO. Holders On November 20, 2025, our stock transfer records indicated there were 315 holders of record of our common stock.
Recent Sales of Unregistered Securities None. Recent Purchases of Equity Securities by the Issuer and Affiliated Purchasers None Item 6. [Reserved] 27 Table of Content s
Recent Sales of Unregistered Securities None. Recent Purchases of Equity Securities by the Issuer and Affiliated Purchasers None Item 6. [Reserved] 24 Table of Contents
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We currently expect to continue paying quarterly cash dividends at levels comparable to recent periods, subject in each case to the discretion of our Board and to our results of operations, cash flows, capital requirements, market conditions, and the limitations contained in our financing arrangements and applicable law, and there can be no assurance as to the amount or timing of any future dividends • The Board declared a fourth quarter of fiscal year 2025 dividend of $0.05 per share of outstanding common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Operations The following discussion provides an analysis of our results of operations for the year ended September 30, 2024, as compared to the year ended September 30, 2023. 28 Table of Content s (in thousands) September 30, Change 2024 2023 $ % Operating revenues: Alico Citrus $ 45,059 $ 38,145 $ 6,914 18.1 % Land Management and Other Operations 1,584 1,701 (117) (6.9) % Total operating revenues 46,643 39,846 6,797 17.1 % Gross profit (loss): Alico Citrus (57,569) 5,186 (62,755) NM Land Management and Other Operations 1,186 1,260 (74) (5.9) % Total gross (loss) profit (56,383) 6,446 (62,829) NM General and administrative expenses 11,071 10,643 428 4.0 % Loss from operations (67,454) (4,197) (63,257) NM Total other income, net 78,406 6,656 71,750 NM Income before income taxes 10,952 2,459 8,493 345.4 % Income tax provision 4,597 801 3,796 473.9 % Net income 6,355 1,658 4,697 283.3 % Net loss attributable to noncontrolling interests 618 177 441 249.2 % Net income attributable to Alico, Inc. common stockholders $ 6,973 $ 1,835 $ 5,138 280.0 % 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, 2024 and 2023: September 30, 2024 2023 Operating revenues: Alico Citrus 96.6 % 95.7 % Land Management and Other Operations 3.4 % 4.3 % Total operating revenues 100.0 % 100.0 % 29 Table of Content s The following discussion provides an analysis of our reportable segments: Alico Citrus (in thousands, except per box and per pound solids data) September 30, Change 2024 2023 Unit % Operating Revenues: Early and Mid-Season $ 14,534 $ 11,954 $ 2,580 21.6 % Valencias 26,925 23,906 3,019 12.6 % Fresh Fruit and other 774 1,051 (277) (26.4) % Grove Management Services 2,826 1,234 1,592 129.0 % Total $ 45,059 $ 38,145 $ 6,914 18.1 % Boxes Harvested: Early and Mid-Season 1,194 979 215 22.0 % Valencias 1,855 1,669 186 11.1 % Total Processed 3,049 2,648 401 15.1 % Fresh Fruit 35 41 (6) (14.6) % Total 3,084 2,689 395 14.7 % Pound Solids Produced: Early and Mid-Season 5,364 4,586 778 17.0 % Valencias 9,365 8,702 663 7.6 % Total 14,729 13,288 1,441 10.8 % Pound Solids per Box: Early and Mid-Season 4.49 4.68 (0.19) (4.0) % Valencias 5.05 5.21 (0.16) (3.1) % Price per Pound Solids: Early and Mid-Season $ 2.71 $ 2.61 $ 0.10 3.8 % Valencias $ 2.88 $ 2.75 $ 0.13 4.7 % Price per Box: Fresh Fruit $ 15.89 $ 14.02 $ 1.87 13.3 % Operating Expenses: Cost of Sales $ 89,420 $ 50,961 $ 38,459 75.5 % Harvesting and Hauling 11,843 10,573 1,270 12.0 % Fresh Fruit and other (229) (29,326) 29,097 (99.2) % Grove Management Services 1,593 751 842 112.1 % Total $ 102,627 $ 32,959 $ 69,668 211.4 % Components of Results of Operations for Alico Citrus Segment Our citrus groves produce the majority of our annual operating revenues and the citrus grove business is seasonal because it is tied to the growing and harvest season.
Biggest change(in thousands) September 30, Change 2025 2024 $ % Operating revenues: Alico Citrus $ 41,337 $ 45,059 $ (3,722) (8.3) % Land Management and Other Operations 2,729 1,584 1,145 72.3 % Total operating revenues 44,066 46,643 (2,577) (5.5) % Gross profit (loss): Alico Citrus (194,504) (57,569) (136,935) NM Land Management and Other Operations 2,310 1,186 1,124 94.8 % Total gross loss (192,194) (56,383) (135,811) 240.9 % General and administrative expenses 11,707 11,071 636 5.7 % Loss from operations (203,901) (67,454) (136,447) 202.3 % Total other income, net 17,970 78,406 (60,436) (77.1) % (Loss) income before income taxes (185,931) 10,952 (196,883) NM Income tax (benefit) provision (38,423) 4,597 (43,020) NM Net (loss) income (147,508) 6,355 (153,863) NM Net loss attributable to noncontrolling interests 174 618 (444) (71.8) % Net (loss) income attributable to Alico, Inc. common stockholders $ (147,334) $ 6,973 $ (154,307) NM 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: September 30, 2025 2024 Operating revenues: Alico Citrus 93.8 % 96.6 % Land Management and Other Operations 6.2 % 3.4 % Total operating revenues 100.0 % 100.0 % 27 Table of Contents The following discussion provides an analysis of our reportable segments: Alico Citrus (in thousands, except per box and per pound solids data) September 30, Change 2025 2024 Unit % Operating Revenues: Early and Mid-Season $ 15,577 $ 14,534 $ 1,043 7.2 % Valencias 24,089 26,925 (2,836) (10.5) % Fresh Fruit and other 777 774 3 0.4 % Grove Management Services 894 2,826 (1,932) (68.4) % Total $ 41,337 $ 45,059 $ (3,722) (8.3) % Boxes Harvested: Early and Mid-Season 944 1,194 (250) (20.9) % Valencias 1,305 1,855 (550) (29.6) % Total Processed 2,249 3,049 (800) (26.2) % Fresh Fruit 37 35 2 5.7 % Total 2,286 3,084 (798) (25.9) % Pound Solids Produced: Early and Mid-Season 4,224 5,364 (1,140) (21.3) % Valencias 6,622 9,365 (2,743) (29.3) % Total 10,846 14,729 (3,883) (26.4) % Pound Solids per Box: Early and Mid-Season 4.47 4.49 (0.02) (0.4) % Valencias 5.07 5.05 0.02 0.4 % Price per Pound Solids: Early and Mid-Season $ 3.69 $ 2.71 $ 0.98 36.2 % Valencias $ 3.64 $ 2.88 $ 0.76 26.4 % Price per Box: Fresh Fruit $ 15.51 $ 15.89 $ (0.38) (2.4) % Operating Expenses: Cost of Sales $ 245,123 $ 89,420 $ 155,703 174.1 % Harvesting and Hauling 10,743 11,843 (1,100) (9.3) % Fresh Fruit and other (20,193) (228) (19,965) NM Grove Management Services 168 1,593 (1,425) (89.5) % Total $ 235,841 $ 102,628 $ 133,213 129.8 % 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.
We record impairment losses on long-lived assets used in operations, other than goodwill, when events and circumstances indicate that the asset or asset group 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 are less than the carrying amounts of those assets.
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.
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, stock repurchases, dividends, debt service costs including interest and principal payments on term loans and other credit facilities and acquisitions.
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.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 47 .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 .
In calculating impairments and the estimated cash flows, we assign its 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 groups not recoverable are reduced to their fair values.
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.
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.
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. 33 Table of Contents Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation and amortization.
The Company has two segments 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 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.
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.
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, 2024 and September 30, 2023, we recorded a valuation allowance of $5,757 and $4,170, respectively.
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.
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.
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.
Deferred income tax assets and liabilities are measured using enacted income 35 Table of Content s tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
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.
Management believes that a combination of cash-on-hand, cash generated from operations, asset sales and availability under our line of credit 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. 33 Table of Content s Borrowing Facilities and Long-term Debt We have a $95,000 revolving line of credit ("RLOC"), of which $86,606 is available for general corporate purposes as of September 30, 2024 (see Note 7.
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. 31 Table of Contents 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.
After the planting, caretaking costs or pre-productive maintenance costs are capitalized for four years. After four years, a grove is considered to have reached maturity and the accumulated costs are depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated.
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.
Net cash used in operating activities was $30,497 and $6,254, respectively, for the years ended September 30, 2024 and 2023, respectively. See Part I, Item 1, Business , included in this Annual Report for a discussion of our year highlights and our evolving business strategy.
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.
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.
As of September 30, 2025 and 2024, long-lived assets were comprised of property, including citrus trees, and equipment. 34 Table of Contents 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.
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.
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.
“Financial Statements and Supplementary Data” – 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. 36 Table of Content s Item 7A.
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. 35 Table of Contents Item 7A.
Other Income, net Other income, net, for the years ended September 30, 2024 and 2023 was $78,406 and $6,656, respectively.
Other Income, net Other income, net, for the years ended September 30, 2025 and 2024 was $17,970 and $78,406, respectively.
We also 30 Table of Content s 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.
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.
Comparison of the year ended September 30, 2024 and 2023 for the Alico Citrus Segment The increase in revenue for the year ended September 30, 2024, as compared to the year ended September 30, 2023, was primarily due to a 10.8% increase in pound solids produced as the trees continue to recover from the effects of Hurricane Ian and an increase in the blended price per pound solids of 4.2% for the Early and Mid-season and Valencia crops as a result of more favorable pricing in one of our contracts with Tropicana.
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.
Net Cash Provided By (Used In) Investing Activities The shift to net cash provided by investing activities for the year ended September 30, 2024, from net cash used in investing activities for the year ended September 30, 2023, was driven by the sale of 18,354 acres of land for approximately $86,217 for the year ended September 30, 2024 as compared to the sale of 2,225 acres of ranch land for $12,000 in the prior year period.
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. 32 Table of Contents 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.
For the year ended September 30, 2024, the Alico Citrus segment generated 96.6% of our consolidated revenues and the Land Management and Other Operations segment generated 3.4% of our consolidated revenues.
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.
The increase in other income, net was primarily due to the sale of 18,354 acres of land for approximately $86,217 which resulted in a gain of $81,416 (including 17,229 acres of the Alico Ranch to the State of Florida for approximately $77,631 in gross proceeds).
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).
Long-Term Debt and Lines of Credit to the Consolidated Financial Statements included in this Annual Report for further information).
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").
Our cash flow estimates are based on historical results adjusted to reflect our best estimates of future market conditions and operating conditions. As of September 30, 2024 and 2023, long-lived assets were comprised of property and equipment.
Alico’s cash flow estimates are based on historical results adjusted to reflect best estimates of future market conditions and operating conditions.
Comparison of the year ended September 30, 2024 and 2023 for the Land Management and Other Operations Segment The decrease in revenues from Land Management and Other Operations for the year ended September 30, 2024, as compared to the prior year, was primarily due to a decrease in hunting and grazing lease revenue due to the sales of portions of the Alico Ranch, which resulted in the reduction of land covered under our hunting and grazing lease contracts.
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.
Business Overview Business Description Alico, Inc., together with its subsidiaries (collectively, “Alico”, the “Company”, “we”, “us” or “our”) generates operating revenues primarily from the sale of our citrus products, providing management services to citrus groves owned by third parties, and grazing and hunting leasing.
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.
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.
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.
We recognized an increase in Grove Management Services revenues for the year ended September 30, 2024, as compared to the year ended September 30, 2023 of $1,592, which was due to the signing of the Grove Management Agreement in the current year (see “Recent Developments” in Item 1. Business for further details).
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.
We operate as two business segments, and all of our operating revenues are generated in the United States. For the years ended September 30, 2024 and 2023 we generated operating revenues of $46,643 and $39,846, respectively, a loss from operations of $67,454 and $4,197, respectively, and net income attributable to common stockholders of $6,973 and $1,835, respectively.
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.
However, due to the timing of the harvest for the year ended September 30, 2024, more of the citrus crop was harvested in the first and second quarters of that fiscal year. We sell our Early and Mid-Season and Valencia oranges to orange juice processors.
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.
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 and the purchase and reselling third-party fruit.
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.
We also recorded a decrease in revenue from sales of Fresh Fruit and other. This decrease, compared to the same period in the prior year, was principally due to a decrease in the amount of fruit that was resold on behalf of grove owners.
Revenue from sales of Fresh Fruit and other was relatively flat compared to the same period in the prior year.
These gains on land sales are partially offset by interest expense during the years ended September 30, 2024 and 2023. 32 Table of Content s Income Taxes For the years ended September 30, 2024 and 2023, the provision for income taxes was $4,597 and $801, respectively, and the related effective income tax rates were 42.0% and 32.6%, respectively.
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.
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. As of September 30, 2024 and 2023, we did not have any assets held for sale that had been measured at fair value on a non-recurring basis. Impact of Accounting Pronouncements See Item 8.
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.
Financial Statements and Supplementary Data . These include principal and interest payments on long-term debt as described in Note 7. Long-Term Debt and Lines of Credit, operating leases as described in Note 11. Leases and purchase commitments as described in Note 14. Commitments and Contingencies to our Consolidated Financial Statements included in this Annual Report.
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.
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, 2024 and 2023: (in thousands) September 30, 2024 2023 Net cash (used in) operating activities $ (30,497) $ (6,254) Net cash provided by (used in) investing activities $ 68,178 (4,123) Net cash (used in) provided by financing activities $ (37,975) 13,204 Net (decrease) increase in cash and cash equivalents and restricted cash $ (294) $ 2,827 Net Cash (Used In) Operating Activities The increase in net cash used in operating activities for the year ended September 30, 2024, as compared to the year ended September 30, 2023, was primarily due to $27,389 in crop insurance proceeds and $839 in property and casualty insurance reimbursements for Hurricane Ian and $1,315 in proceeds under the CRBG program in the year ended September 30, 2023, partially offset by a decrease in accounts payable at September 30, 2024 driven by timing of spending.
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) September 30, 2025 2024 Net cash provided by (used in) operating activities $ 20,126 $ (30,497) Net cash provided by investing activities $ 24,144 68,178 Net cash used in financing activities $ (8,778) (37,975) Net increase (decrease) in cash and cash equivalents and restricted cash $ 35,492 $ (294) 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.
Liquidity and Capital Resources A comparative balance sheet summary is presented in the following table: (in thousands) September 30, 2024 2023 Change Cash and cash equivalents $ 3,150 $ 1,062 $ 2,088 Total current assets $ 40,627 $ 58,805 $ (18,178) Total current liabilities $ 10,651 $ 15,065 $ (4,414) Working capital $ 29,976 $ 43,740 $ (13,764) Total assets $ 398,719 $ 428,353 $ (29,634) Principal amount of term loans and lines of credit $ 92,551 $ 129,319 $ (36,768) Current ratio 3.81 to 1 3.90 to 1 Debt to total assets ratio 0.23 to 1 0.30 to 1 Debt to equity ratio 0.37 to 1 0.53 to 1 Sources and Uses of Liquidity and Capital Our business has historically generated positive net cash flows from operating activities.
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. 30 Table of Contents Liquidity and Capital Resources A comparative balance sheet summary is presented in the following table: (in thousands) September 30, 2025 2024 Change Cash and cash equivalents $ 38,128 $ 3,150 $ 34,978 Total current assets $ 54,919 $ 40,627 $ 14,292 Total current liabilities $ 5,743 $ 10,651 $ (4,908) Working capital $ 49,176 $ 29,976 $ 19,200 Total assets $ 201,527 $ 398,719 $ (197,192) Principal amount of term loans and lines of credit $ 85,950 $ 92,551 $ (6,601) Current ratio 9.56 to 1 3.81 to 1 NM Minimum Liquidity Requirement $ 5,858 N/A NM Sources and Uses of Liquidity and Capital Our business has historically generated positive net cash flows from operating activities.
We do not anticipate that we will be able to recognize any of the charitable deduction carryover before it expires in 2027. As of September 30, 2024 and 2023, the valuation allowance was $5,757 and $4,170, respectively, resulting in a provision (benefit) of $1,588 and $(139), respectively.
We do not anticipate that we will be able to recognize the majority of the charitable deduction carryover before it expires in 2027.
Furthermore, our Harvesting and Hauling expenses increased 12.0% driven by an increase in the total number of boxes harvested in the year ended September 30, 2024, when compared to the prior year and a $842 increase in operating expenses relating to the Grove Management Agreement. 31 Table of Content s Land Management and Other Operations The table below presents key operating measures for the years ended September 30, 2024 and 2023 for the Land Management and Other Operations segment: (in thousands) September 30, Change 2024 2023 $ % Revenue From: Land and Other Leasing $ 1,284 $ 1,327 $ (43) (3.2) % Other 300 374 (74) (19.8) % Total $ 1,584 $ 1,701 $ (117) (6.9) % Operating Expenses: Land and Other Leasing $ 393 $ 436 $ (43) (9.9) % Other 5 5 — — % Total $ 398 $ 441 $ (43) (9.8) % Components of Results of Operations for Land Management and Other Operations Segment Land and Other Leasing include lease income from leases for grazing rights, hunting leases, farm leases, a lease to a third party of an aggregate mine, leases of oil extraction rights to third parties, and other miscellaneous income.
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) September 30, Change 2025 2024 $ % Revenue From: Leasing and Royalties $ 2,393 $ 1,284 $ 1,109 86.4 % Other 336 300 36 12.0 % Total $ 2,729 $ 1,584 $ 1,145 72.3 % Operating Expenses: Land and Other Leasing $ 414 $ 393 $ 21 5.3 % Other 5 5 — — % Total $ 419 $ 398 $ 21 5.3 % 29 Table of Contents 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.
The following discussion provides an analysis of our results of operation, as a whole: General and Administrative General and administrative expenses for the year ended September 30, 2024 was $11,071, compared to $10,643 for the year ended September 30, 2023.
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.
The decrease in operating expenses from Land Management and Other Operations for the year ended September 30, 2024, as compared to the prior year, was primarily due to the reduction of the ad valorem tax expense as a result of us owning fewer ranch acres 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.
Net Cash (Used In) Provided By Financing Activities The shift to net cash used in financing activities for the year ended September 30, 2024, from net cash provided by financing activities for the year ended September 30, 2023, was primarily due to the repayment of borrowings under the WCLC and the $19,094 in outstanding borrowings under the Met Life Variable-Rate Term Loan with the proceeds from the sale of the Alico Ranch, as compared to net borrowings under the under the WCLC for the year ended September 30, 2023. 34 Table of Content s 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.
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.
The effective tax rate for the year ended September 30, 2023 is higher than the statutory tax rate due to the deferred rate change and return-to-provision adjustments, which were partially offset by a reduction in the valuation allowance.
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.
Removed
For the year ended September 30, 2023, the Alico Citrus segment generated 95.7% of our consolidated revenues and the Land Management and Other Operations segment generated 4.3% of our consolidated revenues.
Added
We operate as two business segments, and all of our operating revenues are generated in the United States.
Removed
Historically, the second and third quarters of our year produce the majority of the annual revenues and working capital requirements are typically greater in the first and fourth quarters of our year, coinciding with the growing cycles.
Added
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.
Removed
The aggregate decrease in pound solids per box of 3.6% during the year ended September 30, 2024, as compared to the year ended September 30, 2023, was mainly due to the internal quality of the fruit not being as strong as it had been in the previous year.
Added
This shift reflects our migration away from growing our own citrus and toward a land management-focused model as part of the Strategic Transformation.
Removed
This decrease in pound solids per box was also due in part to a further acceleration of the harvesting of the Early and Mid-Season and Valencia crops to maximize the box production and avoid additional fruit drop.
Added
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 25 Table of Contents 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%.
Removed
The USDA, in its October 11, 2024 Citrus Crop Forecast for the 2023-24 harvest season, indicated the overall Florida orange crop increased from approximately 15,820 boxes for the 2022-23 crop year to approximately 17,960 boxes for the 2023-24 crop year, an increase of 13.5%.
Added
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.
Removed
We experienced an increase in total box production in the 2023-2024 harvest season crop of 14.7% compared to the 2022-23 crop year.
Added
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.
Removed
The increase in Operating expenses for the year ended September 30, 2024, as compared to the year ended September 30, 2023, primarily relates to the inventory adjustments recorded at September 30, 2022 on the ending inventory balance, as a result of the impact of Hurricane Ian, which effectively lowered the inventory to be expensed in the year ended September 30, 2023, $27,389 in crop insurance proceeds and $839 in property and casualty insurance reimbursements for Hurricane Ian and $1,315 in proceeds from federal relief proceeds received under the Florida Citrus Recovery Block Grant (“CRBG”) program in the year ended September 30, 2023, all of which were recognized within Operating expenses under Fresh Fruit and other.
Added
This collaboration reflects Alico’s commitment to environmental stewardship and conservation by creating a critical regional link that supports wildlife movement throughout Southwest Florida.
Removed
By comparison, we only recognized $299 in crop insurance proceeds during the year ended September 30, 2024. No further insurance of federal relief program proceeds are expected to be received. In addition, we recognized an inventory impairment charge of $19,549 in the fourth quarter of the year ended September 30, 2024 related to our 2024-2025 estimated harvest (see Note 3.
Added
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.
Removed
The increase was principally attributable to an increase in personnel costs, partially offset by lower depreciation, lower legal and professional fees due to the dismissal of the stockholder litigation in 2023 and lower insurance costs, as compared to the same period last year.
Added
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.
Removed
During the year ended September 30, 2023 we sold approximately 2,225 acres of ranch land for $12,000 and recognized a gain of $11,432.
Added
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.
Removed
In light of recent hurricanes, costs of maintaining the citrus groves and harvesting and hauling of citrus products continue to increase, and we continue to evaluate the short and long-term use of our land.
Added
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.
Removed
The RLOC was amended on September 17, 2024, and the primary terms of the amendment were an extension of the maturity date to May 1, 2034, an increase in the amount available under the RLOC from $25,000 to $95,000 and securing the RLOC by real property, consisting of approximately 36,800 gross acres of citrus land.
Added
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.
Removed
We also repaid current borrowings under the $70,000 working capital line of credit ("WCLC") with Rabo Agrifinance, Inc., (“Rabo”) and there were no available borrowings under this facility at September 30, 2024, which was cancelled in October 2024.
Added
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.
Removed
Our credit facilities are subject to various debt covenants, including the following financial covenants: (i) minimum debt service coverage ratio of 1.10 to 1.00; (ii) tangible net worth of at least $160,000 increased annually by 10% of consolidated net income for the preceding years, or $174,628 applicable for the year ended September 30, 2024; (iii) minimum current ratio of 1.50 to 1.00; and (iv) debt to total assets ratio not greater than 0.625 to 1.00.
Added
Sale of Office and Shop in Frostproof On November 19, 2025, sold our office and shop in Frostproof for $1,675. 26 Table of Contents 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.
Removed
As of September 30, 2024, we were in compliance with all of the financial covenants.
Added
Other revenues principally consist of the purchase and reselling of fruit. 28 Table of Contents Operating expenses for our Alico Citrus segment consist primarily of Cost of Sales, Harvesting and Hauling costs and Grove Management Services costs.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.
Added
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.

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