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 made an initial payment to the Sellers in the aggregate amount of $6,800,000, of which approximately $742,000 is 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 April 30, 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

Cash proceeds received in March 2026	$	6,058
Current notes receivable as of April 30, 2026	400
Noncurrent notes receivable as of April 30, 2026	7,400
Total fair value of expected cash proceeds	$	13,858

Prior to the first receipt of cash proceeds, the functional currency of PDA and San Pablo was the Chilean Peso. The balance sheets were translated to U.S. dollars at exchange rates in effect at the balance sheet date and the income statements were translated at average exchange rates during the reporting period. The resulting foreign currency translation adjustments were recorded as a separate component of accumulated other comprehensive loss. In March 2026, the Company decided not to reinvest the proceeds in Chile and remitted the first cash proceeds received from the transaction to its U.S. operations. As such, the transaction was deemed a substantially complete liquidation of the foreign entities and the historical cumulative translation adjustments of $5,744,000 were reclassified to current year earnings. This component of accumulated other comprehensive loss was recorded over approximately eight years since the entities were acquired. Simultaneously, due to the change in economic conditions as a result of the transaction, the functional currency of PDA and San Pablo transitioned to the U.S. Dollar.

The Company’s foreign subsidiaries, including PDA and San Pablo, incurred aggregate foreign exchange losses, including the reclassification of the historical cumulative translation losses, of $6,121,000 and immaterial amounts for the six months ended April 30, 2026 and 2025, respectively. These losses are included in other (expense) income, net in the consolidated statements of operations.

On April 14, 2026, one of the Company’s subsidiaries, Windfall Investors, LLC, entered into a Purchase and Sale Agreement to sell an 80% undivided tenant-in-common interest in the Company’s Windfall Farms property located in Paso Robles, California for a purchase price of $16,000,000, of which $10,000,000 is to be paid in cash and $6,000,000 is to be paid via promissory note secured by a deed of trust. The property consists of approximately 724 acres of land, including approximately 400 acres of wine grapes and related improvements and infrastructure. The Company has classified the related property, plant and equipment as assets held for sale as of April 30, 2026, as management believes the sale is probable of being completed within one year and all the criteria have been met to classify the assets as held for sale. The assets are measured at $18,249,000, which is the lower of the carrying amount or fair value less costs to sell. As a result of the pending transactions contemplated by the Purchase and Sale Agreement, in the second quarter of fiscal year 2026 the Company recorded an impairment of $9,324,000 on the property, plant and equipment and an expected loss on disposal of $880,000 related to expected transaction costs. The transaction is expected to close in the fourth quarter of fiscal year 2026.