ALCO 10-K & 10-Q changes, risk factors and insider trading

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

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

Our citrus operationsproperties 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 grovesproperties are located in close proximity to each other, the impact of adverse weather conditions has been and may continue to be material to our results of operations, financial position and cash flows. Florida is particularly susceptible to the occurrence of hurricaneshurricanes, tropical storms, floods, unusually heavy or prolonged rain, droughts and tropicalheat storms.waves, among other weather events. Depending on where any particular hurricaneweather or tropical stormevent makes landfall, our properties have in the past and could in the future experience significant, if not catastrophiccatastrophic, damage. Hurricanes and tropical storms have the potential to destroy crops and impact citrus production through the loss of fruit and destruction of trees and/or plants either as a result of high winds or through the spread of windblown disease. Such damage could materially affect our citrus operations andoperations, could result in a loss of operating revenues from those products for a multi-year period.period, and have in the past and may lead to inventory impairment charges. For instance, recent Hurricane IanMilton had a material adverse effect on the fruit production from our trees for the 20232024-2025 harvest season and, potentially to a lesser extent, the next season and future seasons. Furthermore, recent and future hurricanes and tropical storms may lead to inventory impairment charges. For the fiscal year ended September 30, 2024, 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. We seek to minimize hurricane risk by the purchase of insurance contracts, but a significant portion of our crops remain uninsured. In addition to hurricanes and tropical storms, the occurrence of other natural disasters and climate conditions in Florida, such as tornadoes, floods, freezes (such as the freeze in the last week of January 2022), unusually heavy or prolonged rain, droughts and heat waves, could have a material adverse effect on our operations and our ability to realize income from our crops or properties. Given the significant impact of these conditions, we have evaluated and may continue to evaluate strategic options for the management and utilization of our land. In January 2025, we announced the Strategic Transformation, under which we plan to wind down our Alico Citrus division and in May 2025, we entered into a Mutual Contract Termination Agreement with Tropicana, terminating our agreement with them in its entirety.

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

Our revenues from our citrus business were 96.6%96.0% and 95.7%,92.0%, of our operating revenues in the years ended September 30, 20242025 and 2023,2024, respectively. Our citrus division ishas 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, in particular, or the citrus business,industry, generally, which could have a significant adversely impact on our overall results of operations, financial condition and cash flows.

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

•Some of our competitors may have greater operating flexibilityflexibility, and,including inlarger certaindevelopment cases,teams thisand maycontractor permitnetworks, themwhich can enable faster permitting, infrastructure delivery and project phasing, and quicker responses to respondchanging bettermarket or more quickly to changes in the industry.conditions.

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

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

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

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

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

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 47.44. Our actual results of operations may differ materially from those discussed in forward-looking statements as a result of various factors, including, but not limited to, those included in Part I, Item 1A, “Risk Factors” and other portions of this Annual Report. In the following discussion and analysis, dollars are in thousands, except,except per share and per acre amounts.

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. We operate as two business segments, and all of our operating revenues are generated in the United States. For the years ended September 30, 20242025 and 20232024 we generated operating revenues of $46,643$44,066 and $39,846,$46,643, respectively, a loss from operations of $67,454$203,901 and $4,197,$67,454, respectively, and net (loss) income attributable to common stockholders of $6,973$(147,334) and $1,835,$6,973, respectively. Net cash provided by (used in) operating activities was $30,497$20,126 and $6,254,$(30,497), respectively, for the years ended September 30, 20242025 and 2023,2024, respectively. See Part I, Item 1, Business, included in this Annual Report for a discussion of our year highlights and our evolving business strategy.

The Company hasOur two segments are as follows:

•Land Management and Other Operations includes activities related to the leasing of citrus groves, farming, grazing and hunting leasing, management and/or conservation of unimproved native pastureland and activities related to rock mining royalties and other insignificant lines of business. Also included are activities related to owning and/or leasing improved farmland. Improved farmland is acreage that has been converted, or is permitted to be converted, from native pasture and which may have various improvements including irrigation, drainage and roads.

Our citrus groves producehave 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. Historically,For 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. However, due to the timing of the harvest for the yearyears ended September 30, 2025 and 2024, morein light of the citrusStrategic crop was harvested inTransformation, the first and second quarters of thatAlico’s fiscalyear year.produce most of the Company’s annual revenue.

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

The increasedecrease in revenue for the year ended September 30, 2024,2025, as compared to the year ended September 30, 2023,2024, was primarily due to a 10.8%26.4% increasedecrease in pound solids producedproduced, driven by fruit drop as thea trees continue to recover from the effectsresult of Hurricane IanMilton, andpartially offset by an increase in the blended price per pound solids of 4.2%29.9% for the Early and Mid-season and Valencia crops as a result of more favorable pricing in one of our then-existing contracts with Tropicana.

We recognized ana increasedecrease in Grove Management Services revenues for the year ended September 30, 2024,2025, as compared to the year ended September 30, 20232024 of $1,592,$1,932, which was due to the signingtermination of the Grove Management Agreement reducing Grove Management revenues in the current year (seeended “RecentSeptember Developments”30, in Item 1. Business for further details).2025.

We also recorded a decrease in revenueRevenue from sales of Fresh Fruit and other.other Thiswas decrease,relatively flat 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.year.

Furthermore, our Harvesting and Hauling expenses increaseddecreased 12.0%9.3% as compared to the year ended September 30, 2024, driven by ana increasedecrease in the total number of boxes harvested inand theour yearGrove endedManagement SeptemberServices 30,expenses 2024,decreased when$1,425, as compared to the prior year andas a $842result increaseof inthe operatingtermination expenses relating toof the Grove Management Agreement.

Land Management and Other LeasingOperations includeincludes lease income from farm leases for grazing rights, hunting leases, farm leases, a lease to a third party of an aggregate mine,(including leases of our citrus groves), grazing rights and hunting, as well as royalties received for mining and oil extraction rights to third parties,rights, and other miscellaneous income.

The decreaseincrease in operating expensesrevenues from Land Management and Other Operations for the year ended September 30, 2024,2025, as compared to the prior year, was primarily due to thean reductionincrease ofin therock adand valoremsand taxroyalty expenseincome, assod asales resultand offarm uslease owningrevenue, fewerpartially ranchoffset acresby lower grazing and hunting lease revenues due to the sale of the Alico Ranch.

General and administrative expenses increased $636 for the year ended September 30, 20242025 was $11,071,as compared to $10,643 for the year ended September 30, 2023.2024, Thedriven increaseby wasthe principallyacceleration attributableof todepreciation on certain administrative assets and an increase in personnel and legal costs, as a result of our Strategic Transformation, partially offset by lower depreciation,employee lowercosts legalassociated andwith professionalour feesreduced due to the dismissal of the stockholder litigation in 2023 and lower insurance costs, as compared to the same period last year.workforce.

Other income, net, for the years ended September 30, 20242025 and 20232024 was $78,406$17,970 and $6,656,$78,406, respectively. The increasedecrease in other income, net was primarily due to the sale of 18,3542,796 acres of land for approximately $86,217$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 for approximately $77,631 in gross proceeds). 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. These gains on land sales are partially offset by interest expense during the years ended September 30, 2024 and 2023.

For the years ended September 30, 20242025 and 2023,2024, the (benefit) provision for income taxes was $4,597$(38,423) and $801,$4,597, respectively, and the related effective income tax rates were 42.0%20.6% and 32.6%,42.0%, respectively. The effective tax rate for the year ended September 30, 2025 is different than the statutory tax rate principally due to an increase in the valuation allowance on our charitable deduction carryforward, disallowed interest carryforward, and loss carryforwards, as well as state income taxes. The effective tax rate for the year ended September 30, 2024 is higher than the statutory tax rate principally due to an increase in the valuation allowance on our charitable deduction carryforward and state income taxes. 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. During the year ended September 30, 2022, a bargain sale of land to the State of Florida, at a price below market value, resulted in a charitable contribution carryover for tax purposes and generated a tax benefit of $6,300, of which $500 was utilized immediately, $8 was recognized during the year ended September 30, 2024 and nothing was recognized in 2023. We do not anticipate that we will be able to recognize anythe majority of the charitable deduction carryover before it expires in 2027. As of September 30, 20242025 and 2023,2024, the valuation allowance was $5,757$14,094 and $4,170,$5,757, respectively, resulting in a provision (benefit) of $1,588$8,336 and $(139),$1,588, respectively.

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

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

Management believes that a combination of cash-on-hand, cash generated from operations, asset sales and availability under our line of creditRLOC 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.

Net Cashcash Providedprovided Byby (Usedused Inin) Investingoperating Activitiesactivities

Net Cashcash (Usedprovided In)by Providedinvesting By Financing Activitiesactivities

The shiftdecrease toin net cash used in financing activities for the year ended September 30, 2024,2025, fromas netcompared cash provided by financing activities forto the year ended September 30, 2023,2024, was primarily due to a decrease in the repaymentamount of borrowings underwhich thewere WCLCrepaid 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 forduring 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.

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 7.8. Long-Term Debt and Lines of Credit,Credit and operating leases as described in Note 11.12. Leases and purchase commitments as described in Note 14. Commitments and Contingencies to our Consolidated Financial Statements included in this Annual Report.

Property and equipment are stated at cost, net of accumulated depreciation and amortization. Major improvements are capitalized while maintenance and repairs are expensed in the period the cost is incurred. Costs related to the development of citrus groves, through planting of trees, are capitalized. Such costs include land clearing, excavation and construction of ditches, dikes, roads and reservoirs among other costs. After the planting, caretaking costs or pre-productive maintenance costs are capitalized for four4 years. After four4 years, a grove is considered to have reached maturity and the accumulated costs arewere historically depreciated over 25 years, except for land clearing and excavation, which are considered costs of land and not depreciated. Refer to Note 5. Property and Equipment, Net to our Consolidated Financial Statements included in this Annual Report for a discussion of a change in the estimated useful life of the Company’s citrus trees, certain equipment (principally irrigation related), and the Buildings and improvements within its citrus groves.

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We record impairment losses on long-lived assets used in operations, otheror thanasset goodwill,group, when events and circumstances indicate that the asset or asset groupassets might be impaired and the estimated cash flows (undiscounted and without interest charges) to be generated by those assets or asset group over the remaining lives of the assets or asset group are less than the carrying amounts of those assets. In calculating impairments and the estimated cash flows, we assign itsour 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 groupsgroup not recoverable are reduced to their fair values. OurAlico’s cash flow estimates are based on historical results adjusted to reflect our best estimates of future market conditions and operating conditions. We have determined that the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of the other Company assets is the Grove level and includes, its Citrus Trees, Land, certain equipment (principally irrigation related) and the Buildings and improvements within its citrus groves, which are used together to generate cash flows from fruit for sales to its customers. For the year ended September 30, 2025, we recognized an impairment of its long-lived assets at one of our groves, as well as our young trees, which were not yet being depreciated, of $24,966, which was recorded within Operating expenses in its Alico Citrus Segment. The fair value of the assets which were determined to be impaired were based primarily on consideration of comparable land sales and recent appraisals which considered comparable land sales, as well as any cash flows expected to be received from, or related to its operations (such as the fruit harvest and crop insurance proceeds) through the third quarter ended June 30, 2025. No impairment of long-lived assets was recognized during the year ended September 30, 2024. As of September 30, 20242025 and 2023,2024, long-lived assets were comprised of propertyproperty, including citrus trees, and equipment.

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. WePrior operateto the third quarter of fiscal year 2026, we operated as two business segments,segments: Alico Citrus and allLand ofManagement ourand operatingOther revenues are generated in the United States. WhileOperations. Alico Citrus, which holdsheld the Company’s citrus production operations, has substantially wound down operations after the 2024/2025 harvest due to environmental and financial challenges,challenges. Beginning with the third quarter of fiscal year 2026 and after the substantial completion of the Company’s Strategic Transformation and final citrus harvest, we now operate as one reportable segment and all of our operating revenues are generated in the United States. Alico remains committed to Florida’s agriculture industry, and will focus on its long-term diversified land usage and real estate development strategy.

For the three months ended MarchJune 31,30, 2026 and 2025, we generated operating revenue of $5,340$9,040 and $17,980,$8,390, respectively, net income (loss) from operations of $7,821$1,886 and $(153,08525,370), respectively, and net income (loss) attributable to common stockholders of $11,381$2,125 and $(111,38518,289), respectively. Net cash usedprovided inby operating activities was $4,809$2,332 and $571$22,841 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.

Operating segments are defined in the criteria established under FASB ASC Topic 280 as components of public entities that engage in business activities from which they may earn revenues and incur expenses for which separate financial information is available and which is evaluated regularly by our CODM in deciding how to assess performance and allocate resources. Our CODM assesses performance and allocates resources based on itsone reportable segments.segment (see Note 10. Segment Information to the accompanying Condensed Consolidated Financial Statements).

During the three months ended MarchJune 31,30, 2026, the Company repurchased 207,34038,059 shares of stock, at a weighted average price per share of $40.38, for $8,372. In April 2026, the Company repurchased 38,059 shares of stock at a weighted average price of $42.87$42.87, for $1,631, bringing itsour Fiscal Year 2026 repurchases to 245,399 shares at a weighted average price of $40.76, for $10,003.

The following discussion provides an analysis of our results of operations for the three and sixnine months ended MarchJune 31,30, 2026, as compared to 2025:

The 70.3% and 79.3%62.4% decrease in revenue for the three and sixnine months ended MarchJune 31,30, 2026, respectively, as compared to the three and sixnine months ended MarchJune 31,30, 2025,2025 was primarilydriven due toby our Strategic Transformation and decision to wind down our Citrus divisionoperations to focus on a long-term diversified land usage and real estate development strategy, partially offset by an increase in farminglease revenue driven by contingent lease and sod revenue.payments.

General and administrative expense decreased $15521.2% for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025 due to lower depreciationemployee expense due to the acceleration of depreciation in the prior year, partially offset by an increase in contract labor costsexpenses and theinsurance provision for credit losses on certain citrus receivables.premiums.

General and administrative expense increaseddecreased $2603.9% for the sixnine months ended MarchJune 31,30, 2026, compared to the sixnine months ended MarchJune 31,30, 2025 due to lower depreciation expense, partially offset by an increase in contract labor costs and thea provision for credit losses on certain citrus receivables, partially offset by lower depreciation expense.receivables.

OtherGain incomeon (expense),sale netof property and equipment for the three months ended MarchJune 31,30, 2026 increaseddecreased $4,560$5,455 compared to the three months ended MarchJune 31,30, 2025, drivenas bythere thewere sale of approximately 2,950 acres of citrusno land for $26,859 ($9,110 per acre)sales during the three months ended MarchJune 31,30, 20262026, as compared to the sale of approximately 2,100694 acres of land forand $17,872the ($8,526sale perof acre)equipment and vehicles resulting in a gain of approximately $1,275 during the quarter ended MarchJune 31,30, 2025.

OtherGain incomeon (expense),sale netof property and equipment for the sixnine months ended MarchJune 31,30, 2026 increased $9,529,$3,367, compared to the sixnine months ended MarchJune 31,30, 2025, principally as a result of the sale of approximately 3,546 acres of land for $34,611 ($9,761 per acre) in gross proceeds, as compared to the sale of approximately 2,1002,790 acres of land for $17,872$24,119 ($8,526$8,645 per acre) in gross proceeds during the sixnine months ended MarchJune 31,30, 2025.

The change in the income tax provisionbenefit of $27,109$93 for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, of $7,800 was principally due to the effects of permanent tax adjustments as well as changes in the valuation allowance as a result of movement in temporary tax items. Based upon both positive and negative evidence, management determined that it was not "more likely than not" that a portion of deferred tax assets will be realized. This conclusion is based upon an analysis of the Company's cumulative three-year loss position as of MarchJune 31,30, 2026.

The decrease in the income tax benefit of $476 for the sixnine months ended MarchJune 31,30, 2026, as compared to the sixnine months ended MarchJune 31,30, 2025, of $28,691$36,874 was principally due to the pre-tax gain, as opposed to a pre-tax loss in the prior period, and a change in the valuation allowance. Based upon both positive and negative evidence, management determined that it was not "more likely than not" that a portion of deferred tax assets will be realized. This conclusion is based upon an analysis of the Company's deferred tax assets and liabilities due to the cumulative three-year loss position at MarchJune 31,30, 2026.

The principal uses of cash that affect our liquidity position have historically included the following: operating expenses including employee costs, the cost of maintaining the citrus groves, harvesting and hauling of citrus products, capital expenditures, property taxes, stock repurchases, dividends, debt service costs including interest and principal payments on term loans and other credit facilities and acquisitions. Our expected principal uses of cash that affect our liquidity position, in light of the Strategic Transformation and the fiscal year 2025 workforce reduction, are expected to include lower employee costs, lower costs of maintaining citrus groves and lower capital expenditures. In addition, on March 25, 2025, our Board approved a stock repurchase program authorizing us to repurchase up to $50.0 million shares of Common Stock, with the amount and timing of repurchases depending on market conditions and corporate needs. During the threenine months ended MarchJune 31,30, 2026, the Company repurchased 207,340245,399 shares of stock, at a weighted average price per share of $40.38,$40.76, for $8,372 (see Note 15. Subsequent Events to the accompanying Condensed Consolidated Financial Statements).$10,003.

During the three and sixnine months ended MarchJune 31,30, 2025, we recorded an additional valuation allowance against our deferred tax assets, which is recorded in the annual effective tax rate. We are required to assess the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss expected to be incurred over a three-year period during the year ending September 30, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for growth.

Management believes that a combination of cash-on-hand, cash generated from operations, asset sales and availability under our RLOC will provide sufficient liquidity to service the principal and interest payments on our indebtedness and will satisfy working capital requirements and capital expenditures for at least the next twelve months and over the long term. However, this is subject, to a certain extent, onto general economic, financial, competitive, regulatory and other factors that are beyond our control.