The Company has a 90% interest in Fruticola Pan de Azucar S. A. (“PDA”) and a 100% interest in Agricola San Pablo, SpA (“San Pablo”). These entities owned citrus orchards located near La Serena, Chile and the agricultural properties consisted of approximately 500 acres of lemons, 100 acres of oranges and 2,900 acres of other land. On November 7, 2025, PDA and San Pablo (collectively, the “Sellers”), each entered into a Purchase and Sale Agreement and Novation Agreement (collectively, the “Purchase Agreements”) with San Pedro, SpA, a Chilean joint stock company (the “Buyer”) to sell the agricultural properties and related water rights for an aggregate purchase price of $14,967,000. The transactions closed upon transfer of the deeds simultaneously with the execution of the Purchase Agreements.

After a period of approximately 120 days to record the transactions, which is customary in Chilean real estate transactions, the Buyer will make an initial payment to the Sellers in the aggregate amount of $6,800,000, of which approximately $742,000 will be deferred until certain requirements have been fulfilled. The remainder of the Buyer’s payment obligations, in the aggregate amount of $8,167,000, will be made in installment payments in amounts that will be calculated based on the excess free cash flows of the combined operations of the sold properties and a third citrus ranch owned by the Buyer, measured annually as of March 31 until the remaining balance is paid in full (the “Balance Payments”). Following the final Balance Payment, the Buyer will also make an additional payment in an amount equal to 50% of the prior year’s Balance Payment. The Buyer’s payment obligations are secured by a pledge on its corporate equity interests in favor of the Sellers.

The Company recorded current and noncurrent notes receivable representing the estimated current fair value of the expected future cash proceeds. These notes are recorded in prepaid expenses and other current assets, and other assets, respectively, on the consolidated balance sheet as of January 31, 2026. The property, plant and equipment and intangible assets sold were classified as assets held for sale as of October 31, 2025. Goodwill related to PDA was written off as part of the transaction.


Purchase price	$	14,967
Less: easement holdback	(742)
Less: fair value adjustment	(367)
Fair value of expected future cash proceeds	$	13,858
Less: net book value of assets sold
Property, plant and equipment, net	$	11,900
Intangible assets, net	1,818
Goodwill	133
Total net book value of assets sold	$	13,851
Gain on disposal of assets	$	7

Current notes receivable	$	6,058
Noncurrent notes receivable	7,800
Total notes receivable as of January 31, 2026	$	13,858

The functional currency of PDA and San Pablo is the Chilean Peso. The balance sheets are translated to U.S. dollars at exchange rates in effect at the balance sheet date and the income statements are translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments are recorded as a separate component of accumulated other comprehensive loss.

The Company’s foreign subsidiaries, including PDA and San Pablo, incurred aggregate foreign exchange transaction losses of $1,043,000 and immaterial amounts for the three months ended January 31, 2026 and 2025, respectively. These losses are included in other (expense) income, net in the consolidated statements of operations.