LIMONEIRA CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On November 4, 2022, Limoneira Company, a Delaware corporation (the "Company"),
entered into a Single Premium Guaranteed Annuity Contract Purchase Agreement
(the "Agreement") with Principal Life Insurance Company (the "Insurer"). The
Company entered into the Agreement as plan sponsor, and in connection with the
previously announced termination, of the Limoneira Company Retirement Plan (the
"Plan") effective December 31, 2021. The Agreement provides for the purchase of
an irrevocable nonparticipating single premium group annuity contract (the
"Annuity Contract") from the Insurer for a premium amount of $12,617,160.57
payable with Plan assets on November 10, 2022. Pursuant to the Annuity Contract,
the Insurer assumes administrative and monthly benefit liabilities for 250
participants in the terminated Plan.

The Agreement provides that the Insurer will assume the responsibility for
making monthly benefit annuity payments to such terminated Plan participants on
December 1, 2022. However, to give the Insurer ample time to transition the
terminated Plan's monthly benefit obligations to such participants, the Company
and its administrator will continue to administer the Plan and have the Plan
continue to make monthly benefit annuity payments to such terminated Plan
participants through December 31, 2022 (the "Initial Term"). The Insurer will
reimburse the Plan commensurate with the monthly benefit annuity payments made
by the Plan to such participants during the Initial Term pursuant to the terms
of the Temporary Bulk Payment Agreement (the "Temporary Bulk Payment Agreement")
between Company and the Insurer, dated November 7, 2022.

The foregoing description of the Agreement and the Temporary Bulk Payment
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the Agreement and Temporary Bulk Payment
Agreement, which are attached hereto as Exhibits 10.1 and 10.2.

Item 9.01 Financial Statements and Exhibits

       10.1     Single Premium Guaranteed Annuity Contract Purchase Agreement, dated
              November 4, 2022.


   10.2     Temporary Bulk Payment Agreement, dated November 7, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)