Maui Land & Pineapple Co Inc 10-Q for FY2026 Q2
Maui Land & Pineapple Co Inc (MLP)
About this 10-Q
Maui Land & Pineapple Co Inc filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $3.7M
- down 19.6% from $4.6M a year earlier
- Net loss
- $1.63M
- compared with a net loss of $999K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction | (IRS Employer |
| of incorporation or organization) | Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 6, 2026 | |
| Common Stock, $0.0001 par value | |
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly Report that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,” or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:
| • |
the occurrence of natural disasters such as wildfires (including the Maui wildfires that occurred on August 8, 2023), floods, changes in weather conditions (such as the historic drought that occurred in 2025), and threats of the spread of contagious diseases; |
| • |
concentration of credit risk on deposits held at banks in excess of the Federal Deposit Insurance Corporation insured limits and in receivables due from our commercial leasing portfolio; |
| • |
unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates, tariffs, inflationary pressures, and changes in income and asset values; |
| • |
risks associated with real estate investments, including fluctuations in demand for real estate and tourism in Hawaii and Maui; |
| • |
security incidents resulting from cyber-attacks or intrusions on our information systems; |
| • |
our ability to complete land development projects within forecasted time and budget expectations, including risks related to construction delays, labor shortages, and obtaining the necessary permits and approvals; |
| • |
our ability to obtain required land use entitlements at reasonable costs; |
| • |
our ability to compete with other developers of real estate on Maui; |
| • |
risks associated with joint ventures; |
| • |
potential liabilities and obligations under various federal, state, and local environmental regulations; |
| • |
potential liabilities and obligations due to litigation during the normal course of business operations; |
| • |
our ability to cover catastrophic losses in excess of insurance coverages; |
| • |
unauthorized use of our trademarks could negatively impact our business; |
| • |
our ability to establish and maintain effective internal controls over financial reporting; |
| • |
our ability to comply with funding requirements of our retirement plans; |
| • |
our ability to comply with the terms of our indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date; |
| • |
availability of capital on terms favorable to us, and our ability to raise capital through the sale of certain real estate assets, sale of equity, or at all; |
| • |
risks related to our common stock, including stock price volatility, low trading volume and affiliate ownership; and |
| • |
changes in U.S. accounting standards adversely impacting us. |
Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report. We qualify all of our forward-looking statements by these cautionary statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (audited) | (audited) | |||||||
| (in thousands except share data) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other assets | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| PROPERTY & EQUIPMENT, NET | ||||||||
| OTHER ASSETS | ||||||||
| Deferred development costs - Development projects | ||||||||
| Deferred development costs - Agave ventures | ||||||||
| Right of use assets | ||||||||
| Other noncurrent assets | ||||||||
| Total other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Payroll and employee benefits | ||||||||
| Accrued retirement benefits, current portion | ||||||||
| Deferred revenue, current portion | ||||||||
| Long-term debt, current portion | ||||||||
| Lease liability, current portion | ||||||||
| Other current liabilities | ||||||||
| Total current liabilities | ||||||||
| LONG-TERM LIABILITIES | ||||||||
| Line of credit | ||||||||
| Deferred revenue, noncurrent portion | ||||||||
| Deposits | ||||||||
| Long-term debt, noncurrent portion | ||||||||
| Lease liability, noncurrent portion | ||||||||
| Total long-term liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS' EQUITY | ||||||||
| Preferred stock--$ par value; shares authorized; shares issued and outstanding | ||||||||
| Common stock--$ par value; shares authorized; and shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ | $ | ||||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Three Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands except |
||||||||
| per share amounts) |
||||||||
| OPERATING REVENUES |
||||||||
| Land leasing and management |
$ | $ | ||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| Total operating revenues |
||||||||
| OPERATING COSTS AND EXPENSES |
||||||||
| Land leasing and management |
||||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| General and administrative |
||||||||
| Share-based compensation |
||||||||
| Depreciation |
||||||||
| Total operating costs and expenses |
||||||||
| OPERATING LOSS |
( |
) | ( |
) | ||||
| Other income |
||||||||
| Pension and other post-retirement expenses |
( |
) | ( |
) | ||||
| Interest expense |
( |
) | ( |
) | ||||
| NET LOSS |
$ | ( |
) | $ | ( |
) | ||
| Other comprehensive income - pension, net |
||||||||
| TOTAL COMPREHENSIVE LOSS |
$ | ( |
) | $ | ( |
) | ||
| NET LOSS PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
) | $ | ( |
) | ||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
| Six Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands except |
||||||||
| per share amounts) |
||||||||
| OPERATING REVENUES |
||||||||
| Land leasing and management |
$ | $ | ||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| Total operating revenues |
||||||||
| OPERATING COSTS AND EXPENSES |
||||||||
| Land leasing and management |
||||||||
| Agribusiness ventures |
||||||||
| Land development and sales |
||||||||
| Commercial real estate leasing |
||||||||
| General and administrative |
||||||||
| Share-based compensation |
||||||||
| Depreciation |
||||||||
| Total operating costs and expenses |
||||||||
| OPERATING LOSS |
( |
) | ( |
) | ||||
| Gain on assets disposal, net |
||||||||
| Other income |
||||||||
| Pension and other post-retirement expenses |
( |
) | ( |
) | ||||
| Interest expense |
( |
) | ( |
) | ||||
| NET LOSS |
$ | ( |
) | $ | ( |
) | ||
| Other comprehensive income - pension, net |
||||||||
| TOTAL COMPREHENSIVE LOSS |
$ | ( |
) | $ | ( |
) | ||
| NET LOSS PER COMMON SHARE-BASIC AND DILUTED |
$ | ( |
) | $ | ( |
) | ||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
| Accumulated |
||||||||||||||||||||||||
| Additional |
Other |
|||||||||||||||||||||||
| Common Stock |
Paid in |
Accumulated |
Comprehensive |
|||||||||||||||||||||
| Shares |
Amount |
Capital |
Deficit |
Loss |
Total |
|||||||||||||||||||
| Balance, December 31, 2025 (audited) |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2026 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, June 30, 2026 |
( |
) | ( |
) | ||||||||||||||||||||
| Balance, December 31, 2024 (audited) |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, March 31, 2025 |
( |
) | ( |
) | ||||||||||||||||||||
| Share-based compensation |
||||||||||||||||||||||||
| Vested restricted stock issued |
( |
) | ||||||||||||||||||||||
| Shares cancelled to pay tax liability |
( |
) | ( |
) | ( |
) | ||||||||||||||||||
| Other comprehensive income - pension |
- | |||||||||||||||||||||||
| Net loss |
- | ( |
) | ( |
) | |||||||||||||||||||
| Balance, June 30, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| Six Months Ended |
||||||||
| 2026 |
2025 |
|||||||
| (in thousands) | ||||||||
| NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES |
( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
| Payment for property and deferred development costs |
( |
) | ( |
) | ||||
| Distributions from investment in joint venture |
||||||||
| Purchases of debt securities |
( |
) | ||||||
| Maturities of debt securities |
||||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES |
( |
) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
| Borrowing under line of credit |
||||||||
| Principal payments on line of credit |
( |
) | ||||||
| Principal payments on financing agreements |
( |
) | ||||||
| Borrowing under financing agreement |
||||||||
| Principal payments on long-term debt |
( |
) | ( |
) | ||||
| Common stock issuance costs and other |
( |
) | ( |
) | ||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
( |
) | ||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
( |
) | ( |
) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
||||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | $ | ||||||
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
| ● | Costs attributed to common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $ |
| ● | Capitalized property and deferred development costs in accounts payable were $ |
See Notes to Condensed Consolidated Interim Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Six Months Ended June 30, 2026 and 2025
| 1. | BASIS OF PRESENTATION |
The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its wholly-owned subsidiaries, the “Company”) in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In management’s opinion, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended June 30, 2026 and 2025. The unaudited condensed consolidated interim financial statements and notes presented in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Quarterly Report”) should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Annual Report.
The Company is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes
Segment Reorganization
As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company has
| 2. | CASH AND CASH EQUIVALENTS |
Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.
| 3. | PROPERTY & EQUIPMENT |
Property and equipment at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Land | $ | $ | ||||||
| Land improvements | ||||||||
| Buildings | ||||||||
| Machinery and equipment | ||||||||
| Construction in progress | ||||||||
| Total property and equipment | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Land
The Company holds
Land Improvements
Land improvements consist primarily of roads, utilities, and landscaping infrastructure at Kapalua Resort, as well as the Company's potable and non-potable water systems located in West Maui. The majority of these assets were constructed and placed in service during the mid-to-late 1970s or were acquired in connection with a 2017 conveyance. As a result, related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded at current replacement value.
Buildings
Buildings consist primarily of restaurant, retail, and light industrial spaces located at the Kapalua Resort, Alaeloa Business Center, and throughout Hali’imaile, which are used in the Company’s leasing operations. Most of the Company’s buildings were constructed and placed in service during the mid-to-late 1970s. As a result, the related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded at current replacement cost.
Machinery and Equipment
Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations, company vehicles (trucks) and land maintenance equipment used in the agribusiness and land management operations.
Construction in Progress
Construction in progress is comprised of ongoing Kapalua Resort and Hali’imaile projects, including renovations and improvements to buildings, warehouses and commercial assets.
| 4. | ASSETS HELD FOR SALE |
Assets held for sale consist of non-strategic land parcels identified for sale at June 30, 2026. There are 12 parcels that carry a historical cost basis of approximately $
The Company classifies long-lived assets, including property and equipment, as held for sale when specific criteria are met. These criteria require that management approves a formal plan to sell the assets, an active program to locate a buyer is initiated, and the sale is highly probable of closing within 12 months under a formal contract. Upon classification as held for sale, the Company ceases depreciation and amortization of these assets. The assets are then recorded at the lower of their carrying amount or fair value less costs to sell.
Long-lived assets currently in active operation continue to be classified as property and equipment, net on the Condensed Consolidated Balance Sheets. These operating assets remain subject to depreciation over their useful lives and are regularly reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.
| 5. | DEFERRED DEVELOPMENT COSTS – DEVELOPMENT PROJECTS |
Deferred development costs - development projects represents costs expended on the Company's various real estate development projects and capitalized in accordance with Accounting Standards Codification ("ASC") Topic 360-10 Long-lived Assets ("ASC 360"). The amounts capitalized at June 30, 2026, and December 31, 2025, were $
| 6. | DEFERRED DEVELOPMENT COSTS – AGAVE VENTURE |
Deferred development costs - Agave venture represents costs expended on the Company's new Agave venture and capitalized in accordance with ASC 360. The amounts capitalized at June 30, 2026, and December 31, 2025, were $
| 7. | CONTRACT ASSETS AND LIABILITIES |
Receivables from contracts with customers were $
Deferred license fee revenue
Effective April 1, 2020, the Company entered into a trademark license agreement (the “TM Agreement”) with Kapalua Golf, the owner of Kapalua Plantation and Bay golf courses (the "Licensee"). Under the terms and conditions set forth in the TM Agreement, the Licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $
| 8. | LONG-TERM DEBT |
On December 22, 2025, the Company executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement (collectively, the “Loan Agreement”) increasing the credit limit from $
The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $
The outstanding balance of the Credit Facility was $
In July 2024, the Company entered into a loan (the “2024 Equipment Loan”) to finance equipment purchases. The 2024 Equipment Loan has a principal amount of $
In May 2026, the Company entered into a loan (the “2026 Equipment Loan”) to finance additional equipment purchases. The 2026 Equipment Loan has a principal amount of $
| 9. | ACCRUED RETIREMENT BENEFITS |
Accrued retirement benefits at June 30, 2026 and December 31, 2025 consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Defined benefit pension plan | $ | $ | ||||||
| Non-qualified retirement plans | ||||||||
| Total | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Non-current portion of accrued retirement benefits | $ | $ | ||||||
The Company had a defined benefit pension plan (the “Defined Plan”), which covered many of its former bargaining unit employees and an unfunded non-qualified retirement plan (the “Non-qualified Plan”) covering nine former non-bargaining unit management employees and former executives. In 2009, the Non-qualified Plan was frozen, and in 2011, the pension benefits under the Defined Plan were frozen. All future vesting of additional benefits were discontinued effective in 2009 for the Non-qualified Plan and in 2011 for the Defined Plan. The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in 2023.
The net periodic benefit costs for pension and post-retirement benefits for the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Pensions and other benefits: | ||||||||||||||||
| Interest cost | $ | $ | $ | $ | ||||||||||||
| Expected return on plan assets | ( | ) | ( | ) | ||||||||||||
| Amortization of net loss | ||||||||||||||||
| Settlement expense | ||||||||||||||||
| Pension and other postretirement expenses | $ | $ | $ | $ | ||||||||||||
A settlement expense in the amount of $
| 10. | COMMITMENTS AND CONTINGENCIES |
DOH Order
On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $
The construction of additional leach fields and the installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in 2023. Test results from wastewater monitoring indicate effluent concentration amounts within permittable ranges. A feasibility study was prepared for and submitted to the Company on January 15, 2024, identifying various technical solutions that could be implemented to resolve the Order. The DOH agreed to defer the Order on February 15, 2024, as the Company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The Company submitted a plan (the Plan) and proposed solution to resolve the Order on March 14, 2024. The Plan included the installation of an additional pond that will be lined and installed with aerators. One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed.
On April 24, 2026, the Company received notification from the DOH that the approval to construct a
Honokohau Stream Irrigation Water Dispute
On August 18, 2025, TY Management Corporation, which owns two golf courses, three owner associations located within the Kapalua Resort Association (“KRA”) (the Plantation Estates Lot Owners Association (“PELOA”), the Association of Apartment Owners of the Coconut Grove on Kapalua, and the Association of Apartment Owners of the Ridge at Kapalua), and Hui Momona Farms LLC, a Hawaii-based company that is a member of PELOA (collectively, the “Plaintiffs”), filed a complaint against the Company in the Circuit Court of the Second Circuit, State of Hawaii. The complaint alleged the Company failed to provide irrigation water from Honokohau Stream due to an alleged failure to maintain the ditch system that transports water from the stream. The complaint seeks declaratory and injunctive relief and unspecified monetary damages.
In September 2025, the Company responded to the complaint and asserted counterclaims. These counterclaims include allegations that Plaintiffs violated irrigation-use restrictions designed to protect public trust purposes and fire protection for the Kapalua community as well as claims relating to alleged defamatory statements. At the time of filing this Quarterly Report, the Company cannot reasonably estimate the possible loss or range of loss, or recovery from the counterclaim, if any, associated with this matter. The Company intends to defend against the claims and to prosecute its counterclaims. The Company's insurance carrier accepted the claim and tendered defense on behalf of the Company.
Since 2019, the availability of divertible water from Honokohau Stream has been reduced under Hawaii state law. In addition, the stream experienced record low flows associated with historic drought conditions impacting the island of Maui in 2024 and 2025. At its September 2025 meeting, the Commission on Water Resource Management, the state agency responsible for administering the state water code, reported that rainfall contributes to runoff and baseflow to streams, and that for the period between September 2024 and August 2025, annual rainfall in Honokohau Valley was 46% of normal. As a result of reduced rainfall and Hawaii state law prioritizing public trust uses, including drinking water and traditional practices, there was less water during the severe drought available for private commercial irrigation.
KRA Annexations
In 2024 and 2025, the Company, as the developer of Kapalua and member of the KRA, annexed certain lands into Kapalua in accordance with procedures set forth in the KRA’s governing declaration.
On September 25, 2025, TY Management Corporation and derivatively on behalf of KRA, filed a lawsuit in the Circuit Court of the Second Circuit, State of Hawaii, against certain directors of KRA and the Company as declarant of KRA, alleging that the annexations and related voting rights are invalid. The matter is currently in court-mandated arbitration.
At the time of filing of this Quarterly Report, the financial impact to the Company, if any, cannot be determined or estimated. KRA is responsible for the defense of the directors named in the claim. The Company intends to fully defend against the allegations.
In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position or operations.
| 11. | LEASING ARRANGEMENTS |
The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms through 2048. These operating leases generally provide for minimum rents for commercial properties and land assets and, in some cases, licensing fees for use of trade names, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Leasing revenues subject to ASC Topic 842, Leases for the three and six months ended June 30, 2026 and 2025 were as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (in thousands) | (in thousands) | |||||||||||||||
| Minimum rentals | $ | $ | $ | $ | ||||||||||||
| Percentage rentals | ||||||||||||||||
| Licensing fees | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 12. | SHARE-BASED COMPENSATION |
The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan, as amended (the “Equity Plan”).
Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Their share-based compensation is comprised of an annual incentive paid in vested shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of years. Restricted share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of employment from the Company.
Directors receive both cash and share-based compensation under the Equity Plan. Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship from the Company.
Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in 2024 and 2023. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.
For continued board service of the Chairperson, in 2023, the Chairperson received a stock option grant for
An option to purchase
The number of common shares subject to options granted in 2024 for annual board service and board committee service were
The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior. The Company does not currently issue dividends. There were forfeitures of stock option grants as of June 30, 2026. Management does not anticipate future forfeitures to be material.
Share-based compensation expenses totaled $
| 13. | INCOME TAXES |
The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the consolidated financial statements and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at June 30, 2026, and December 31, 2025, respectively.
| 14. | LOSS PER SHARE |
Basic net earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding for the period. Diluted net earnings (loss) per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares. The potentially dilutive shares were excluded from the computation of diluted weighted average common stock shares outstanding because their effect would have been antidilutive.
Basic and diluted weighted-average shares outstanding were
| 15. | REPORTABLE OPERATING SEGMENTS |
Effective in the first quarter of 2026, the Company revised its reportable segments to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company’s
| • | Land Development and Sales – consists of land development and sales projects including primary housing, workforce housing, farm lots, and resort development. Sales of developed projects, home lots and non-strategic parcels will also be reported through this segment. | |
| • | Commercial Real Estate Leasing – consists of the Company’s approximately | |
| • | Land Leasing and Management – consists of operations related to our over | |
| • | Agribusiness Ventures – consists of the Company’s efforts to self-perform certain value-added agriculture rather than lease to tenants. Currently, this segment will report on the Company’s drought-resistant agave farm and operations. As other value-added and diversified agribusinesses are developed, they will be reported through this segment. |
These reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Chief Executive Officer, also its chief operating decision maker – in assessing performance and determining the allocation of resources and by the Board. The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, pension and other postretirement expenses for the three and six months ended June 30, 2026 and 2025.
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Three months ended June 30, 2026 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| Loss from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Six months ended June 30, 2026 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| Loss from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. The Company does not have a single external customer that amounts to 10% or more of the Company’s revenues. |
| (2) | Includes expenditures for property and deferred costs. |
| (3) | Segment assets are located in the United States. |
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||
| Income from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Land Leasing & Management | Agribusiness Ventures | Land Development and Sales | Commercial Real Estate Leasing | Other | Consolidated | |||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||
| Operating revenues (1) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Operating costs and expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Operating income (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Pension and other postretirement expenses | ( | ) | ||||||||||||||||||||||
| Interest expense | ( | ) | ||||||||||||||||||||||
| Loss on asset disposal, net | ||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||
| Income from continuing operations | ( | ) | ||||||||||||||||||||||
| Capital expenditures (2) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Assets (3) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| (1) | Amounts are principally revenues from external customers and exclude equity in earnings of affiliates. |
| (2) | Includes expenditures for property and deferred costs |
| (3) | The land development and sales segment includes a $ method investment as of June 30, 2025. |
| (4) | Segment assets are located in the United States. |
| 16. | FAIR VALUE MEASUREMENTS |
GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method used to determine the valuation of stock options granted to directors during the three and six months ended June 30, 2026 is described in Note 12 - Share Based Compensation.
| 17. | LONG TERM LEASES |
As of June 30, 2026, the Company’s lease portfolio consists of operating leases (office equipment and vehicles) and
The following table summarized the classification of Right of Use (ROU) lease assets and liabilities on the unaudited condensed consolidated balance sheet as of June 30, 2026 and December 31, 2025:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (unaudited) | (audited) | |||||||
| (in thousands) | ||||||||
| Assets | ||||||||
|
| $ | $ | ||||||
|
| ||||||||
| Total Lease ROU Assets | $ | $ | ||||||
| 2026 | 2025 | |||||||
| (in thousands) | ||||||||
| Liabilities | ||||||||
| Current | ||||||||
|
| $ | $ | ||||||
|
| ||||||||
| Total Lease Liabilities -Current | $ | $ | ||||||
| Non-Current | ||||||||
|
| ||||||||
|
| ||||||||
| Total Lease Liabilities - Non-Current | $ | $ | ||||||
| 18. | RELATED PARTY TRANSACTION |
On January 28, 2026 (“Effective Date”), the Company entered into a Purchase Agreement and Escrow Instructions (“Purchase Agreement”) with Race A. Randle, the Chief Executive Officer of the Company (“Buyer”), pursuant to which the Company agreed to sell to Buyer a
| 19. | NEW ACCOUNTING STANDARD ADOPTED |
In December 2023, the FASB issued ASU 2023-09, Income Taxes (ASC Topic 740), which requires public entities to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction on an annual basis. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 prospectively during the year ended December 31, 2025.
| 20. | RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
The Company's significant accounting policies are described in Note 1 – Description of Business and Significant Accounting Policies in Item 8 of the Annual Report. There have been no changes to the Company’s significant accounting policies during the six months ended June 30, 2026. Previous changes to the Company's significant accounting policies are included herein.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (ASC Topic 220), which requires public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
| MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.
Overview
Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries
In recent years, we have continued to execute our strategic plan, which is focused on our mission to optimize our assets for their highest and most productive use. We have advanced a range of land development and asset utilization projects designed to build stronger and more vibrant communities and enhance long-term asset value. To support these efforts, we have strengthened our organizational foundation by adding key experts to our board of directors and management team, ensuring we can effectively develop and execute plans for each asset. We also established a land management team responsible for risk mitigation strategies and productive use of farm and ranch lands across our portfolio. These investments in local talent have enhanced our ability to manage assets effectively and execute value-creating projects. In 2024, we established new office locations in West Maui and Upcountry Maui to deepen our presence within these communities, foster stronger relationships and ensure responsible stewardship of our assets.
Throughout 2025, we continued to advance efforts to maximize the productivity of our leasable land and commercial properties. We identified and addressed maintenance and capital improvements in our town centers, enabling us to create spaces for many businesses who lost their locations in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue in 2025 while adding vibrancy and creating a sense of place in our communities. As of June 30, 2026, our commercial properties and land were occupied at the following levels:
| Commercial Real Estate |
Total |
Leased |
Net increase (decrease) in leased area for 2026 YTD |
|||||||||||||
| Sq. ft. |
Sq. ft. |
Percent |
Sq. ft. |
|||||||||||||
| Industrial |
168,880 | 155,793 | 92 | % | 4,688 | |||||||||||
| Office |
10,105 | 10,105 | 100 | % | - | |||||||||||
| Retail |
61,004 | 57,454 | 94 | % | (1,398 | ) | ||||||||||
| Residential |
7,339 | 5,839 | 80 | % | (1,500 | ) | ||||||||||
| Total CRE |
247,328 | 229,191 | 93 | % | 1,790 | |||||||||||
| Land |
Total |
Leased |
Net increase (decrease) in leased area for 2026 YTD |
|||||||||||||
| Acres |
Acres |
Percent |
Acres |
|||||||||||||
| Commercial/Industrial |
18 | 18 | 100 | % | ||||||||||||
| Residential |
861 | 12 | 1 | % | - | |||||||||||
| Agriculture |
10,302 | 6,237 | 45 | % | 1,581 | |||||||||||
| Conservation |
11,034 | - | 0 | % | - | |||||||||||
| Total Land |
22,215 | 4,687 | 21 | % | 1,581 | |||||||||||
As of June 30, 2026, the commercial property occupancy was 93%, compared with 92% as of December 31, 2025. During the six months ending June 30, 2026, the team continued to execute tenant relocations and property improvements designed to enhance the variety and quality of experiences offered within our town centers.
During the period from January 1, 2024 through June 30, 2026, the team executed 47 new leases, including five leases executed during the six months ending June 30, 2026. Of the five leases executed during the six months ended June 30, 2026, four were commercial property leases covering approximately 4,688 leasable square feet. The remaining lease was a 1,581-acre agricultural land lease in West Maui to return previously fallow pineapple fields to productive use through an agricultural ranching lease.
This effort will continue, along with strategic capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings. We anticipate cashflow from our commercial properties to stabilize in the coming years as the Maui market continues to recover from the 2023 Maui wildfires, and we complete the tenant improvements and leasing costs inherent with new tenancies.
To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision into useful lot sizes, and the addition of infrastructure, enabling it to be placed into productive use. We continue to progress portfolio-wide strategic plans across over 22,000 acres of landholdings to prioritize and guide actions of the Company in the forthcoming quarters.
Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market. The plan identified four categories of improved and unimproved land actions as follows in the table below.
| Category |
Region |
Property |
Approximate Land Area (acres) |
Current Land Use/Zoning |
Improvements in process |
# of Paracels or # of allowable units/lots |
| 1. Improved Land - Remnant and non-strategic parcels planned for sale |
West Maui |
Miscellaneous Non-strategic properties |
202 |
Miscellaneous |
Complete |
9 parcels |
| Upcountry |
Miscellaneous Non-strategic properties |
0 |
Miscellaneous |
Complete |
||
| 2. Improved Land - Property in active marketing for sale and/or development |
West Maui |
Kapalua Resort - Makai |
36 |
Resort mixed-use |
Planning |
Existing Entitlements allow for up to 769 residential units, 545 hotel units, and commercial space across both project areas. |
| West Maui |
Kapalua Resort - Central |
59 |
Resort mixed-use |
Planning, Permitting |
||
| 3. Unimproved Land - Property in active planning and improvements |
West Maui |
Kapalua Resort - Mauka |
924 |
Resort Residential |
Planning, Permitting |
Existing Entitlements allow for up to 639 single-family homes or lots |
| West Maui |
Honokeana Homes – State Temporary Housing |
50 |
Agriculture |
Design, permitting |
Up to 200 single-family lots |
|
| Upcountry |
Hali‘imaile Ranch |
325 |
Agriculture |
Subdivision Design |
Approximately 24 farm lots |
|
| West Maui |
Honokeana Farms |
1518 |
Agriculture |
Planning |
Approximately 250 farm lots across both project areas. |
|
| West Maui |
Kapalua Ranch |
647 |
Agriculture |
Planning |
||
| Upcountry |
Hali‘imaile Farms |
758 |
Agriculture |
Planning |
Approximately 102 farm lots |
|
| West Maui |
Kahana Farms |
2738 |
Agriculture |
Planning |
Approximately 200 farm lots |
|
| Upcountry |
Hali‘imaile Farm Land |
348 |
Agriculture |
Planning |
TBD |
|
| 4. Unimproved Land - Property being marketed for long-term lease and ongoing asset management |
West Maui |
Honolua Farm Land |
1744 |
Agriculture |
Asset management |
TBD |
| West Maui |
Honokohau Farm Land |
1865 |
Agriculture |
Asset management |
TBD |
|
| West Maui |
Watershed Conservation Land |
10991 |
Conservation |
Asset management |
TBD |
|
| West Maui |
Waterfront Conservation Land |
12 |
Conservation |
Asset management |
TBD |
|
| Total Land Portfolio Area (acres) |
22,215 |
|||||
Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels held for sale, as well as from improved land in active marketing for sale and/or development.
In 2024, our team began to self-perform priority land development projects, including the planning and engineering of Kapalua Resort projects and the preliminary subdivision of a 325-acre former ranch in Upcountry, Maui. Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue is realized.
In the six months ended June 30, 2026, there were no remnant parcel sales, however in 2025, we sold six remnant land parcels for aggregate proceeds of $2.4 million. Additionally, we have executed a (i) $10.0 million purchase agreement with Harvest Church for a 6.5-acre parcel to be used for its Kapalua campus, (ii) $1.2 million purchase agreement with Race A, Randle for a 3-acre parcel to improve as a farm and home, and (iii) $10.0 million purchase agreement with DC Kapalua I Property, LLC for a 8.783-acre parcel and up to 3.5 acres of additional land . We currently expect the closing to occur in 2027, subject to various closing conditions. Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As we incur infrastructure and other site improvement hard costs on new projects, we expect to fund them primarily through project presale deposits and construction financing.
For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres to the State of Hawaii and are administering the construction of necessary improvements to support temporary housing for individuals and families displaced by the Maui wildfires on August 8, 2023. The land is leased at no cost for a term of five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger 1,377-acre parcel owned by the Company. The agreement provides the State of Hawaii will fund all costs to complete the project, including approximately $35.5 million to complete the necessary horizontal improvements. The Company has agreed to administer the construction of the horizontal improvements and, at the State of Hawaii’s election, the subsequent vertical improvements for which costs have not yet been estimated. We will provide these administration services to the State of Hawaii at cost and will not directly profit from these services. After the end of the lease, the State of Hawaii will remove any vertical improvements unless the Company requests that specific improvements remain. As of the date of this Quarterly Report, the project is on hold at the direction of the State of Hawaii, and we have not received an update on the project or an indication as to when the project will resume. As a result of this pause, during the six months ended June 30, 2026, we did not recognize any Honokeana Homes project revenue.
We expect unimproved land identified for long-term leasing and ongoing asset management to be leased or licensed for diversified agricultural, conservation, and cultural uses for at least the next ten years. The Company has leased approximately 2,607 acres to local ranching operators, including 1,026 acres to Ka Ike Ranch and 1,581 acres to Lee Peters, supporting local food production, sustainable ranching practices, and the continued stewardship of agricultural lands.
Our unimproved land portfolio also includes the Pu’u Kukui Watershed, which encompasses over 8,600 acres and is actively managed to maximize rainfall capture and recharge of the aquifer which provides approximately 70% of the water consumed in West Maui. We remain focused on increasing occupancy of these agricultural lands to enhance productivity through economic activity and local food production.
During the six months ended June 30, 2026, we continued to reposition the portfolio to maximize productivity, create new value, and contribute to meeting the needs of Maui’s local businesses and families. This progress was supported by growing deal flow with over $11.0 million in contracted land sales, $12.0 million of new listings, and stronger recurring revenue from commercial leasing and reactivation of underutilized agricultural lands.
Segment Reorganization
As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting and increase transparency for investors. Under the revised segment structure, the Company has four operating segments: Land Development and Sales, Commercial Real Estate Leasing, Land Leasing and Management, and Agribusiness Ventures. Segment operating results are regularly reviewed by the Chief Executive Officer, the Company's Chief Operating Decision Maker determined in accordance with applicable accounting guidance. All prior period comparative information has been recast to reflect the revised segment structure. See Note 15 - Reportable Operating Segments, to our condensed consolidated interim financial statements included herein for additional information.
Results of Operations
Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025
CONSOLIDATED
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 3,698 | $ | 4,602 | $ | 7,097 | $ | 10,406 | ||||||||
| Segment operating costs and expenses |
(2,557 | ) | (3,189 | ) | (5,504 | ) | (7,521 | ) | ||||||||
| General and administrative |
(1,685 | ) | (1,027 | ) | (2,982 | ) | (2,514 | ) | ||||||||
| Share-based compensation |
(995 | ) | (742 | ) | (1,932 | ) | (2,321 | ) | ||||||||
| Depreciation |
(257 | ) | (355 | ) | (490 | ) | (541 | ) | ||||||||
| Operating loss |
(1,796 | ) | (711 | ) | (3,811 | ) | (2,491 | ) | ||||||||
| Gain (Loss) on asset disposal |
- | - | - | 1 | ||||||||||||
| Other income |
289 | 349 | 327 | 455 | ||||||||||||
| Pension and other postretirement expenses |
(20 | ) | (582 | ) | (41 | ) | (7,501 | ) | ||||||||
| Interest expense |
(101 | ) | (55 | ) | (163 | ) | (103 | ) | ||||||||
| Net loss |
$ | (1,628 | ) | (999 | ) | $ | (3,688 | ) | (9,639 | ) | ||||||
| Net loss per Common Share - Basic and Diluted |
$ | (0.08 | ) | $ | (0.05 | ) | $ | (0.19 | ) | $ | (0.49 | ) | ||||
LAND DEVELOPMENT AND SALES
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 235 | $ | 1,438 | $ | 492 | $ | 4,056 | ||||||||
| Operating costs and expenses |
(287 | ) | (1,181 | ) | (624 | ) | (4,119 | ) | ||||||||
| Operating income (loss) |
$ | (52 | ) | $ | 257 | $ | (132 | ) | $ | (63 | ) | |||||
Land development and sales operating revenues include the sales of our real estate inventory. The decrease in our Land Development and Sales revenues and expenses for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributed to the absence of construction revenues from the Honokeana Homes Temporary Housing Project during the six months ended June 30, 2026. The project has been on hold by the State of Hawaii, Department of Transportation since April 2025, and we have not been informed whether or when the project may resume.
Consistent with the decline in operating revenues, no construction costs were incurred during the six months ended June 30, 2026, due to the pause in the Honokeana Homes Project. There were no significant real estate development expenditures during this period.
Operating revenues generated during the six months ended June 30, 2026 within the land development and sales segment were derived from the operations of the Kapalua Club and licensing fees associated with our registered trademarks and trade names. The Kapalua Club is a private, non-equity club that provides its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort. These amenities include a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or operate any resort amenities. The member dues collected are primarily used to pay contracted fees that provide members with access to the spa, beach club and other resort amenities. Revenues and operating costs and expenses associated with operation of the Kapalua Club and licensing fees were comparable for the three months ended June 30, 2026 and 2025. Operating costs and expenses decreased to $0.6 million during the six months ended June 30, 2026, compared with $0.8 million during the six months ended June 30, 2025 primarily due to reductions in amenity fees.
On May 27, 2026, (the "Company"), a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement and Escrow Instructions (the “Purchase Agreement”) with DC Kapalua 1 Property, LLC, a Delaware corporation, (the “Buyer”), pursuant to which the Company agreed to sell to the Buyer certain real property (the “Property”) located in Kapalua, Maui, Hawaii, consisting of (i) 8.783 acres of land (“Lot 2-D”), and (ii) up to 3.5 acres of an adjacent land parcel (the “Additional Land”). The purchase price is $10,000,000 for Lot 2-D, plus an additional cost of $1,138,565 per acre of the Additional Land. The terms of the Purchase Agreement include a 90-day due diligence period (the “Due Diligence Period”) during which time Buyer shall determine whether the Property is suitable for its planned development. Before the end of the Due Diligence Period, Buyer shall notify the Company in writing (the “Acceptance Notice”) of its acceptance of the condition of the Property (the “Acceptance Date”). Following the delivery of the Acceptance Notice, Buyer shall pursue all governmental approvals required for its planned development of the Property. If the required approvals are not secured, either party may terminate the Purchase Agreement. The Purchase Agreement requires Buyer to make customary earnest money deposits to escrow, portions of which become nonrefundable based on the amount of time elapsed from the Acceptance Date. If Buyer terminates the Purchase Agreement or fails to deliver the Acceptance Notice before the Due Diligence Period expires, all deposits will be refunded to Buyer. In addition to the sale of the Property, the Purchase Agreement provides for (i) a non-exclusive license to use certain trademarks held by the Company, (ii) a master lease from the Buyer to Company of new street front retail space in Kapalua Village, and (iii) access to certain amenities provided by Buyer to Kapalua Club members.
COMMERCIAL REAL ESTATE LEASING
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 1,961 | $ | 1,870 | $ | 3,916 | $ | 3,821 | ||||||||
| Operating costs and expenses |
(907 | ) | (914 | ) | (1,679 | ) | (1,626 | ) | ||||||||
| Operating income |
$ | 1,054 | $ | 956 | $ | 2,237 | $ | 2,195 | ||||||||
Operating revenues from commercial real estate leasing activities for the three and six months ended June 30, 2026, were from commercial and industrial leases within the Company’s three commercial town centers located in Kapalua, Hali’imaile and Alaeloa (Napili). Both operating revenues and expenses were consistent during the three and six months ended June 30, 2026, compared to three and six months ended June 30, 2025.
Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui increased and these percentage rents, leasing revenues in general, and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the 2023 Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants. Revenue recognized from percentage rents during the six months ended June 30, 2026, amounted to $1.3 million as compared to $1.2 million during the six months ended June 30, 2025. Tourist traffic has started increasing again post-wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 2026 to 2027.
Our leasing operations face substantial competition from other property owners in Maui and Hawaii.
LAND LEASING AND MANAGEMENT
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | 1,502 | $ | 1,294 | $ | 2,689 | $ | 2,529 | ||||||||
| Operating costs and expenses |
(1,324 | ) | (1,059 | ) | (3,108 | ) | (1,741 | ) | ||||||||
| Operating income (loss) |
$ | 178 | $ | 235 | $ | (419 | ) | $ | 788 | |||||||
Operating revenues from land leasing and management activities increased to $1.5 million for the three months ended June 30, 2026 compared to $1.3 million for the three months ended June 30, 2025, due to several new agricultural leases. Revenues were comprised of agricultural leases, ground and surface water distribution, and grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenues were consistent for the six months ended June 30, 2026 and 2025. Although there were new agricultural leases entered into during the six months ended June 30, 2026, surface water revenues were higher for the six months ended June 30, 2025.
The increase in land leasing and management operating costs and expenses of approximately $0.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, and increase of approximately $1.4 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to land management, conservation, watershed management, and utilities infrastructure costs of operations and administrative expenses.
AGRIBUSINESS VENTURES
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| (unaudited) |
(unaudited) |
|||||||||||||||
| 2026 |
2026 |
2026 |
2026 |
|||||||||||||
| (in thousands) |
(in thousands) |
|||||||||||||||
| Operating revenues |
$ | - | $ | - | $ | - | $ | - | ||||||||
| Operating costs and expenses |
(39 | ) | (35 | ) | (93 | ) | (35 | ) | ||||||||
| Operating (loss) |
$ | (39 | ) | $ | (35 | ) | $ | (93 | ) | $ | (35 | ) | ||||
Agribusiness ventures consists primarily of the Company’s drought resistant agave farm and operations and related agricultural initiatives. While this segment is currently pre‑revenue, it incurs operating and development costs associated with land preparation and cultivation. The Company expects this segment to generate revenues in future periods through the sales of mature agave and potential farm-to-bottle joint venture arrangements. For the six months ended June 30, 2026, the Agribusiness ventures segment recorded operating costs and expenses of $0.1 million, consisting primarily of labor, and agricultural development expenditures. Because very little corresponding activity existed in the prior-year period, a comparative discussion of results is not applicable.
GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION
General and administrative costs and share-based compensation for the three months ended June 30, 2026 amounted to $2.7 million, compared to $1.8 million for the three months ended June 30, 2025. General and administrative costs and share-based compensation for the six months ended June 30, 2026 amounted to $4.9 million, compared to $4.8 million for the six months ended June 30, 2025. The increase in general and administrative costs is primarily attributed to seven additional full time hires, and increased audit and internal audit fees and additional marketing and public relations expenses at June 30, 2026 compared to June 30, 2025.
We account for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates. The impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. The decrease in share-based compensation expenses for the six months ended June 30, 2026 was primarily attributable to lower non-cash stock compensation costs related to stock options issued to our directors and the Chief Executive Officer. Beginning in 2025, the Compensation Committee eliminated the use of options and replaced them with restricted stock grants. This change provides more predictable value to directors and executives while maintaining alignment with shareholders and reduces the number of underlying shares used to compensate our directors and executive officers and the related compensation expense.
OTHER INCOME
Other income of $0.3 million and $0.5 million was earned during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, other income was primarily due to a return of the overpayment of pension contributions made in 2025. During the six months ended June 30, 2025 other income was primarily due to the COVID-19 Employee Retention Credit refund.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
Our cash and cash equivalents were $3.3 million and $5.3 million at June 30, 2026 and December 31, 2025, respectively.
At June 30, 2026, we had $16.5 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”). On December 22, 2025, we executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement with the Bank (collectively the “Agreements”) increasing the credit limit from $15.0 million to $25.0 million and extending the maturity date of the Credit Facility to December 31, 2030. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as collateral for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative, and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.
We received a covenant waiver from the bank for the six months ended June 30, 2026.
Cash Flows
Net cash used by our operating activities for the six months ended June 30, 2026, was $2.4 million compared to $0.7 million for the six months ended June 30, 2025.
There was land development revenue during the six months ended June 30, 2025, in the amount of $3.2 million that was attributed to the Honokeana Homes project, however, there was no such revenue during the six months ended June 30, 2026.
Other income of $0.3 million and $0.5 million was earned during the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, other income was primarily attributable to a refund of excess pension contributions made in 2025. During the six months ended June 30, 2025, other income was primarily due to the COVID-19 Employee Retention Credit refund.
The outstanding balance of our Credit Facility was $8,500,000 at June 30, 2026.
Capital Resources
Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next twelve months and the foreseeable longer term.
Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds
Critical Accounting Policies and Estimates
The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section titled Critical Accounting Policies and Estimates in Part II, Item 7, within our Annual Report. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in our Annual Report.
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We are a smaller reporting company and are not required to disclose this information.
| CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026, to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.
Changes in Internal Controls Over Financial Reporting
There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the six months ended June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| LEGAL PROCEEDINGS |
For information related to Item 1. Legal Proceedings, refer to Note 10 - Commitments and Contingencies, to our condensed consolidated interim financial statements included in this Quarterly Report.
| RISK FACTORS |
Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the six months ended June 30, 2026, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.
| Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Recent Sales of Unregistered Securities
None.
Repurchase of Equity Securities
No equity securities were repurchased during the second quarter of 2026.
| Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
None.
| Item 4 |
MINE SAFETY DISCLOSURES |
None.
| Item 5 | OTHER INFORMATION |
| EXHIBITS |
| 10.11*# |
|
| 10.12* |
|
| 31.1* |
|
| 31.2* |
|
| 32.1** |
|
| 32.2** |
|
| 101.INS* |
Inline XBRL Instance Document |
| 101.SCH* |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
Inline XBRL Taxonomy Extension Calculation Document |
| 101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* |
Inline XBRL Taxonomy Extension Presentation Link Document |
| 104* |
Cover Page In Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Filed herewith |
| # |
Portions of this exhibit have been redacted and schedules and certain exhibits have been omitted in accordance with Items 601(b)(2) and 6.01(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit and to furnish supplementally any omitted schedules and exhibits to the Securities and Exchange Commission (the “SEC”) upon its request. |
| ** |
The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| MAUI LAND & PINEAPPLE COMPANY, INC. |
||
| August 14, 2026 |
/s/ WADE K. KODAMA |
|
| Date |
Wade K. Kodama |
|
| Chief Financial Officer |
||
| (Principal Financial Officer, Principal Accounting Officer) |
Exhibit 10.11X
“Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information marked with “[REDACTED]” has been omitted as it is (i) not material and (ii) is customarily and actually treated as private or confidential by the registrant.”
PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Escrow Instructions (“Agreement”) dated May 27, 2026 (the “Effective Date”) is made between MAUI LAND & PINEAPPLE COMPANY, INC., a Delaware corporation, as “Seller”, and DC KAPALUA 1 PROPERTY, LLC, a Delaware limited liability company, or permitted assignee, as “Buyer”, with reference to the following:
A. Seller owns fee simple title to (i) Lot 2-D of the “Kapalua Makai Subdivision No. 1” located in Kapalua, Maui, Hawaii, containing approximately 382,587 square feet (approximately 8.783 acres) and identified by Tax Map Key No. (2) 4-2-004-068 (“Lot 2-D”) and (ii) Tax Map Key No. (2) 4-2-004-067 (“Adjacent Parcel”).
B. Lot 2-D and the Adjacent Parcel are located within the Project District established by the Zoning Code of the County of Maui, Maui County Code Chapter 19.73 (the “Project District Ordinance”) that is identified as Lahaina Project District 1 (Kapalua) (the “Project District”). The Project District is located within the Kapalua Resort, a master-planned resort community established by Seller.
C. Seller secured a Special Management Area Use Permit and Project District Phase II approvals dated July 10, 2007 (the “Existing SMA Permit”) from the Planning Commission of the County of Maui for the development of the Land and certain adjacent lands owned by Seller within the Kapalua Resort.
D. Buyer desires to acquire (i) Lot 2-D and (ii) up to 3.5 acres of the Adjacent Parcel as conceptually depicted in Exhibit 1 (the “Additional Land” and, together with Lot 2-D, the “Land”) in order to develop [ REDACTED ].
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Buyer agree as follows:
1. PURCHASE OF PROPERTY. Pursuant and subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property (as described in Section 2.1), in consideration of the payment of the Purchase Price (as described in Section 2.4) and the respective promises of the parties set forth in this Agreement.
2. BASIC TERMS.
2.1 Property. The “Property” shall mean (a) the Land, (b) all existing improvements on the Land, (c) all easements, rights of way and other rights, if any, appurtenant to the Land, (d) all of Seller’s rights in and to the governmental agency approvals and entitlements pertaining to the Land and other intangible assets or rights relating to the Land, (e) all of Seller’s interest as lessor under the Leases identified below regarding portions of the Property that Buyer elects to assume at Closing pursuant to Section 4.1, and (f) all of Seller’s interest in the existing utility company water meters, wastewater connections and electrical meters located on and assigned to Lot 2-D that are listed on Schedule 2.1 (“Existing Utilities”). The Property shall expressly exclude any water meters or utility connections assigned to the Adjacent Land even if presently located on the Additional Land, and personal property, supplies or equipment belonging to Seller or any of its affiliates (which Seller shall remove prior to Closing) or belonging to any existing tenants under Leases at the Property that are currently stored or maintained on the Property or stored or maintained on the Property at any time prior to Closing.
2.2 Buyer. “Buyer” shall mean DC KAPALUA 1 PROPERTY, LLC, a Delaware limited liability company, or its permitted assignee as provided in Section 14.1, whose address is [ REDACTED ].
2.3 Seller. “Seller” shall mean MAUI LAND & PINEAPPLE COMPANY, INC., a Delaware corporation, whose address is 500 Office Road, Lahaina, Hawaii 96761.
2.4 Purchase Price. “Purchase Price” shall mean the total sum of (i) TEN MILLION DOLLARS ($10,000,000.00) (the “Lot 2-D Price”), plus (ii) an amount determined by multiplying the acreage of the Additional Land as determined pursuant to Section 3.4 by $1,138,565 (subject to $569,282.50 credit) (the “Additional Land Price” and, together with the Lot 2-D Price, the “Closing Price”), plus (iii) the [ REDACTED ] in the amount of Two Hundred Fifty Thousand Dollars ($250,000.00). By way of example, if the acreage of the Additional Land determined pursuant to Section 3.4 is 3.15 acres, the Additional Land Price will be $3,017,197.25 (3.15 acres x $1,138,565, less $569,282.50).
2.5 TERMS OF PURCHASE.
(a) Delivery of the Deposits.
(i) The Initial Deposit. An initial deposit of ONE MILLION DOLLARS ($1,000,000.00) (the “Initial Deposit”) shall be delivered to Escrow Holder by Buyer within two (2) Business Days after the Effective Date. As used in this Agreement, a “Business Day” means any day on which the Bureau of Conveyances of the State of Hawaii (“Bureau”) is open for the recording of deeds.
(ii) The Additional Deposit. Within two (2) Business Days after the delivery of the Acceptance Notice set forth in Section 3.2(c) (“Acceptance Date”), Buyer shall deliver to Escrow Holder an additional deposit of ONE MILLION DOLLARS ($1,000,000.00) (the “Additional Deposit”) (the term “Deposits” will mean any portion of the Initial Deposit and the Additional Deposit delivered to Escrow Holder at a given time, and including all interest earned thereon). On the Acceptance Date and on each subsequent annual anniversary of the Acceptance Date through the date of Closing, One Hundred Thousand Dollars ($100,000.00) of the Deposits shall become nonrefundable to Buyer, except as otherwise expressly set forth in this Agreement, and shall be disbursed by Escrow Holder to Seller. All such funds released to Seller are referred to as “Released Funds,” but such Released Funds will remain applicable to the Closing Price. The remaining balance of the Deposits shall be refundable to Buyer as and to the extent provided for under the terms of this Agreement, except in instances where Buyer is entitled to a refund of the entirety of the Deposits pursuant to this Agreement. For example, if Buyer exercises its termination right under Section 3.3(c) three and a half years after the Acceptance Date, Seller shall retain the $400,000 in Released Funds it has received and Escrow Holder shall disburse the remaining $1,600,000 balance of the Deposits (plus accrued interest) to Buyer.
(b) Maintenance and Release of the Deposits. Upon Buyer’s request, the Escrow Holder shall invest the Deposits in one or more federally-insured deposit accounts approved by Buyer. Buyer shall bear all costs of establishing and maintaining such accounts. Interest accrued on the Deposits shall be applied in the same manner as the Deposits, provided that, if portions of the Deposits are disbursed to both Seller and Buyer, the interest accrued on the Deposits will be disbursed to Buyer. Upon the close of escrow for this transaction (“Closing”), the Deposits (including the Released Funds) shall be applied towards the Closing Price.
(c) Distribution of the Deposits.
(i) Distribution to Seller. If this Agreement is terminated pursuant to (a) Section 7.1 or (b) any other termination right that provides for a release of the entire Deposits to Seller, then the entire Deposits will be released to Seller.
(ii) Distribution to Buyer. If this Agreement is terminated pursuant to a termination right (a) exercised before the Due Diligence Period expires or (b) that provides for a return of the entire Deposits to Buyer (including the Released Funds), then the Escrow Holder will return the entire balance of the Deposits that it holds (including accrued interest) and Seller will refund the Released Funds to Buyer, without interest and less $100 of independent consideration which will be retained by Seller.
(iii) Distribution to Seller & Buyer. If this Agreement is terminated pursuant to Section 3.3(c), Section 5.1, Section 5.2 or Section 12, then (x) the Released Funds shall be retained by Seller, and (y) the remainder of the Deposits held by Escrow Holder (including accrued interest) shall be returned to Buyer.
(d) Cash at Closing. The Closing Price, less the Deposits, plus Buyer’s share of closing costs, prorations, and fees and charges payable pursuant to this Agreement, shall be delivered to Escrow Holder as provided in Section 6.3. This transaction is not contingent on financing.
2.6 Effective Date. The “Effective Date” of this Agreement shall be the date Seller and Buyer execute this Agreement as set forth in the opening paragraph.
2.7 Due Diligence Period. The “Due Diligence Period” shall mean the period commencing on the Effective Date and ending at 5:00 p.m. (local time in Hawaii) on the date that is ninety (90) days thereafter, for Buyer to determine to Buyer’s satisfaction as provided in Section 3.2 whether the Property is acceptable to Buyer and suitable for Buyer’s planned development, ownership and operation of the Property.
2.8 Closing Date. The “Closing Date” shall be the date designated by Buyer in its Closing Notice under Section 3.3(b).
2.9 Escrow Holder. The “Escrow Holder” shall mean Title Guaranty Escrow Services, Inc., whose address is 225 Queen Street, Suite 500, Honolulu, HI 96813,
2.10 Title Company. The “Title Company” shall mean Title Guaranty of Hawaii, LLC, whose address is 225 Queen Street, Suite 500, Honolulu, HI 96813.
2.11 Title Policy. The “Title Policy” shall mean an ALTA Extended Owner’s Policy of Title Insurance that the Title Company issues to Buyer in the amount of the Closing Price, with no exceptions or exclusions to coverage except for the following: (i) taxes against the Property not yet due and payable as of the Closing Date; (ii) the easements, reservations, covenants and exceptions as set forth in Schedule B of the Title Commitment (but excluding, however, (x) those Disapproved Exceptions that Seller agreed to cure pursuant to Section 3.1, (y) the Mandatory Cure Items, and (z) any pre-printed standard exceptions to the extent Buyer pays for the premium for the extended coverage portion of the Title Policy); (iii) encumbrances recorded pursuant to the terms of this Agreement (including the Declaration of Easements, [ REDACTED ] and the Limited Warranty Deed); and (iv) any supplemental declaration Seller deems necessary or prudent solely for the purpose to annex the Land to the Kapalua Resort Declaration (“Permitted Exceptions”). Seller shall have no obligation to issue any certifications, representations, affidavits, indemnities or other agreements to the Title Company in connection with the issuance of the Title Policy, except as otherwise required in Section 6.2.
2.12 Brokers. There are no brokers involved in this transaction and no commissions, finders fees or other like compensation shall be payable by Seller or Buyer to any third parties.
3. INSPECTIONS & ENTITLEMENT’.
3.1 Title Condition.
(a) Initial Title Commitment.
(i) Title Objections. Buyer acknowledges receipt of a preliminary report from Title Company dated [ REDACTED ] (the “Preliminary Report”). During the Due Diligence Period, Buyer may, at Buyer’s expense, secure a survey of the Property prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys (the “Survey”). On or before the expiration of the Due Diligence Period, Buyer shall secure from the Title Company a commitment to issue the Title Policy to Buyer at Closing in the amount of the Purchase Price (the “Title Commitment”). No later than ten (10) days before the end of the Due Diligence Period, Buyer may disapprove of any of the matters reflected in the Preliminary Report, the Title Commitment or the Survey by delivering written notice to Seller and Escrow Holder (the “Notice of Defect”) specifying each matter which is disapproved by Buyer (each a “Disapproved Exception”) and stating the reasons for each disapproval. Buyer’s failure to deliver the Notice of Defect by such date shall be conclusively deemed to constitute Buyer’s approval of the Title Commitment and Survey (if any) and satisfaction of the title condition under this Section 3.1.
(ii) Seller Response. Within five (5) days after receiving the Notice of Defect, Seller shall deliver to Buyer and the Title Company notice as to whether Seller will cure or not cure each of the Disapproved Exception(s). Seller’s commitment to cure a Disapproved Exception may be in the form of either (a) causing the release or discharge of a Disapproved Exception, or (b) arranging for the Title Company to insure over the Disapproved Exception that is of an ascertainable monetary amount not exceeding $100,000 or that Buyer otherwise approves of insuring over (such approval not to be unreasonably withheld, conditioned or delayed), each at Seller’s sole cost and expense. Buyer’s failure to receive any notice from Seller within that 5‑day period shall be deemed to be notice to Buyer that Seller elected not to cure the Disapproved Exception(s). If Seller elects not to cure one or more Disapproved Exception(s) or fails to respond to the Notice of Defect, Buyer may terminate this Agreement prior to the expiration of the Due Diligence Period by delivering notice of termination to Seller or by failing to deliver the Approval Notice, in which case Escrow Holder shall refund the Initial Deposit to Buyer. Unless this Agreement is terminated before the Due Diligence Period expires, Buyer will be deemed to have waived its disapproval of such Disapproved Exception(s) that Seller has elected not to cure and Buyer shall have agreed to accept such Disapproved Exception(s). After the Due Diligence Period, Seller shall not record any encumbrances on title to the Property, except as agreed upon in this Agreement, without Buyer’s written consent, which consent may be withheld in Buyer’s reasonable discretion. If Seller commits to cure any Disapproved Exceptions, Seller shall cure such Disapproved Exceptions prior to Closing in accordance with Seller’s commitment, the cure of such Disapproved Exceptions shall be a condition precedent to Buyer’s obligation to consummate the Closing hereunder, and failure to so cure a Disapproved Exception will constitute a default of Seller’s obligations; provided, however, Seller may adjourn the Closing for a period of 30 days to cure such Disapproved Exception.
A Disapproved Exception shall be considered to have been cured by Seller if the Title Company agrees to issue the Title Policy to Buyer either without that Disapproved Exception being reflected as an exception to coverage under the Title Policy or noting such exception and providing an endorsement insuring over such noted exception, provided that the Disapproved Exception is of an ascertainable monetary amount not exceeding $100,000 or that Buyer otherwise approves of insuring over (such approval not to be unreasonably withheld, conditioned or delayed). The cost of such endorsement shall be borne by Seller.
(b) Updated Title Commitment. If any update to the Preliminary Report or the Title Commitment is received by Buyer after the Due Diligence Period expires and such Preliminary Report or Title Commitment discloses an exception to title or survey defects or other matters not previously disclosed on the Preliminary Report, Title Commitment or Survey that is not caused by Buyer and is not permitted under this Agreement (“Additional Matters”), then Buyer may object to such Additional Matters by delivering a Notice of Defect within five (5) Business Days after receipt of the Additional Matter and such objection will constitute an additional “Disapproved Exception.” The absence of a timely objection to any Additional Matters will be deemed Buyer’s acceptance of such Additional Matters. Within five (5) Business Days after receipt of an objection to an Additional Matter, Seller shall give Buyer written notice of whether it will cure such Additional Matter. Any additional Disapproved Exception that Seller agrees in writing to cure shall be cured by Seller before Closing in accordance with its commitment to cure, and the cure of such additional Disapproved Exception will be a condition precedent to Buyer’s obligation to consummate the Closing hereunder, and failure to so cure a Disapproved Exception will constitute a default of Seller’s obligations; provided, however, Seller may adjourn the Closing for a period of 30 days to cure such Disapproved Exception. If Seller does not agree in writing during Seller’s response period above to cure a particular additional Disapproved Exception or fails to respond to Buyer’s notice of the additional Disapproved Exception, Buyer may terminate this Agreement before the date that is five (5) Business Days following the end of Seller’s response period by delivering written notice to Seller, in which case Escrow Holder shall refund the balance of the Deposits that it holds to Buyer and, if the additional Disapproved Exception was caused or consented to, either directly or indirectly, by Seller, Seller shall refund the Released Funds to Buyer. If Buyer does not elect to terminate this Agreement within such period, Buyer will be deemed to have withdrawn the objection to the additional Disapproved Exception and the same will constitute a Permitted Exception.
(c) Mandatory Cure Items. Notwithstanding anything in this Agreement to the contrary, Seller shall be obligated to discharge (i) any mortgages, delinquent taxes, judgment liens, mechanics’ liens relating to work on the Property, (ii) other monetary liens affecting the Property (other than governmental liens such as taxes and assessments not yet due) which are not the result of Buyer’s conduct or actions and (iii) any lis pendens or similar instruments relating to the Pending Litigation (the “Mandatory Cure Items”).
3.2 Due Diligence Condition.
(a) Documentary Inventory & Offsite Areas. Within five (5) days after the Effective Date, Seller shall deliver to Buyer all of the documents set forth on Exhibit A (the “Document Inventory”). Deliveries may be by electronic transmission given pursuant to Section 13.3 or establishment of an online data room or file site located at:
[ REDACTED ]During the Due Diligence Period, Buyer shall determine and identify to Seller any temporary off-site construction staging sites, access points, drainage, and temporary parking needs for its development of the Property (“Offsite Development Areas”), and Seller and Buyer shall work in good faith to agree to the specific locations thereof. At Closing, the parties will enter into a license agreement in the form of Exhibit I, as necessary for said temporary construction-related uses, if any, in the Offsite Development Areas (“Temporary License Agreement”).
(b) Inspections. Buyer shall have until 5:00 p.m. Hawaiian time on the last day of the Due Diligence Period to confirm, in Buyer’s sole and absolute discretion and at Buyer’s sole expense, whether Buyer may feasibly acquire and use the Property for Buyer’s intended purpose [ REDACTED ]. During the Due Diligence Period, Buyer shall have reviewed (or shall have had the opportunity to review) among other things: (i) the condition of the Property and all improvements thereon; (ii) the environmental, geological, soil and seismic conditions of the Property; (iii) all applicable laws, ordinances, conditions and requirements imposed by governmental bodies having jurisdiction over the Property or the development and use thereof; and (iv) the viability of the Property for Buyer’s contemplated [ REDACTED ]. Notwithstanding anything to the contrary in this Agreement, during the Due Diligence Period and during Buyer’s subsequent pursuit of the [ , Buyer shall be permitted to contact any governmental official or representative, provided that Seller shall be afforded a reasonable opportunity to participate in any discussions or meetings with any governmental official or representative regarding the Property REDACTED ][ REDACTED ].
(c) Termination Right. If before the end of the Due Diligence Period, Buyer, in its sole and absolute discretion, determines to purchase the Property subject to the terms of this Agreement, Buyer shall notify Seller and Escrow Holder in writing of its unconditional acceptance of the condition of the Property (the “Acceptance Notice”). If either (i) Seller has not received an Acceptance Notice from Buyer or (ii) Buyer delivers written notice of its election to terminate this Agreement, in either case before the end of the Due Diligence Period, or if Buyer’s Acceptance Notice is subject to any conditions (other than the express terms and conditions in this Agreement), then this Agreement shall terminate, Escrow Holder shall return the Initial Deposit to Buyer, and the parties shall have no further obligations under this Agreement except for those that expressly survive termination. The Acceptance Notice will be in the form of Exhibit 3.2. If Seller receives an Acceptance Notice before the end of the Due Diligence Period, this feasibility condition in Section 3.2(b) shall be conclusively deemed satisfied in all respects, the termination right in this Section 3.2(c) will be deemed waived by Buyer, and the parties will continue to comply with the terms and conditions of this Agreement.
3.3 Entitlement Condition.
(a) Entitlement Application. Following Buyer’s delivery of the Acceptance Notice, Buyer shall, at its expense, file and pursue, in accordance with the timeline set forth below, an application(s) with the Planning Department of the County of Maui (the “Planning Department”) for a special management area use permit (the “SMA Application”) and, if necessary, a Project District Phase II approval for the development of [ REDACTED ], together with such other applications and amendments of the Existing SMA Permit deemed necessary in connection with the SMA Application, and any other discretionary governmental permits or approval that Buyer deems necessary or desirable [ REDACTED ]. The SMA Application and such other applications are referred to collectively as the “[ REDACTED ]”) and the Buyer shall seek all required discretionary approvals to develop [ REDACTED ] and related and ancillary amenities and improvements on the Land. The Buyer shall file the following applications or submittals by the following deadline: (a) an archaeological literature review and field inspection (“LRFI”) submitted to the State Historic Preservation District necessary to secure agency review for a letter of concurrence (“SHPD Concurrence”), (b) if required, a draft Environmental Assessment (“EA”) with the applicable government agency, (c) an SMA Application with the applicable government agency, and (d) an application for amendment of the existing Project District Phase II approval with the applicable government agency, each of which shall be filed no later than the first anniversary of the date the Due Diligence Period expired. The preceding deadlines may be extended by mutual agreement (not to be unreasonably withheld) in the event the Planning Department or other applicable government agency determines that alternative timing, sequencing, and procedural requirements or preconditions shall apply to the [ REDACTED ] which cannot reasonably be accomplished within the foregoing timeline. During Buyer’s pursuit of the [ REDACTED ], Buyer shall be permitted to contact any governmental official or representative regarding the Property and its development and entitlement requirements, provided that Seller shall be afforded a reasonable opportunity to participate in any discussions or meetings with any governmental official or representative regarding the Property [ REDACTED ]. Seller shall provide any owner’s authorization that the Planning Department requires for such application, and promptly upon Buyer’s written request, Seller shall cooperate with Buyer’s efforts to obtain the [ REDACTED ] and the Boundary Line Adjustment at no material cost or liability to Seller. Further, Seller waives any right to object (directly or indirectly) to the [ REDACTED ] that do not impact or impose any conditions on Seller personally (i.e., other than as owner of the Land) or lands owned by Seller other than the Land. Buyer shall (i) keep Seller apprised of all material steps and developments in Buyer’s entitlement applications and pursuit of the [ REDACTED ], (ii) inform Seller at least two (2) Business Days in advance of all meetings or discussions regarding the [ REDACTED ] between Buyer (or its consultants) and government officials, and (iii) afford Seller the reasonable opportunity to participate in them. As used in this Agreement, a “reasonable opportunity” shall not include an obligation for Buyer to reschedule any meetings or discussions of which Seller has been informed in accordance with the requirements of this Agreement (and notice of such meetings may be given by email). Buyer shall be solely responsible for satisfying at Buyer’s expense any requirements or conditions of the [ REDACTED ], and Buyer shall not have the right or power to bind Seller to comply with any such requirements or conditions. If any requirements or conditions of the [ REDACTED ] are proposed that would impose obligations on Seller personally (i.e., other than as owner of the Land) or on lands owned by Seller other than the Land, then such conditions shall be subject to Seller’s approval in its sole discretion.
(b) Closing Notice. No later than fifteen (15) days after (i) the date on which the 30-day appeal period has expired without any notice or appeal thereof being filed regarding final governmental approval of the [ REDACTED ], or (ii) if an appeal is made, the date on which the government approval of the [ REDACTED ] is final and non-appealable (in either case, the “Approval Date”), on terms acceptable to Buyer in Buyer’s reasonable discretion [ REDACTED ], Buyer shall deliver to Seller written notice to proceed with the Closing of the transaction described in this Agreement (“Closing Notice”). The Closing Notice shall designate the Closing Date for this transaction, which shall be no later than 60 days after the Approval Date.
(c) Termination Due to Failure of the [ REDACTED ]. At any time prior to obtaining the [ REDACTED ], Buyer may terminate this Agreement by written notice to Seller and Escrow Holder if Buyer determines in its reasonable discretion that it is unable or unlikely to secure the [ REDACTED ] on terms and conditions acceptable to Buyer. In addition, if Buyer has not secured[ REDACTED ] by the [ REDACTED ] (“Outside Date”), either Buyer or Seller may terminate this Agreement by written notice to the other and Escrow Holder. Notwithstanding the foregoing, if the [ REDACTED ] have not been obtained by the Outside Date due to causes outside of Buyer’s control and if Buyer has submitted an application for the SHPD Concurrence and has timely submitted and worked diligently to pursue the [ REDACTED ] in accordance with Section 3.3(a) (including having promptly and timely reviewed and responded to comments to such applications from the applicable government agencies), then, regardless of any government agency’s failure to issue an SHPD Concurrence or the [ REDACTED ], Buyer shall have the right, in Buyer’s sole discretion, to extend the Outside Date for [ REDACTED ]periods of up to s [ REDACTED ] each by providing Seller with written notice thereof before the then-current Outside Date, and, in such instance, the portions of the Deposits referenced in Section 2.5(a)(ii) will continue to become nonrefundable as set forth in such Section. In case of any termination under this paragraph, Escrow Holder shall disburse the balance of the Deposits to Buyer, Seller shall retain the Released Funds, and neither party shall have any further obligation under this Agreement except for obligations that expressly survive termination.
(d) [ REDACTED ]Entitlement Costs. Buyer shall be solely responsible for all costs of pursuing and securing the [ REDACTED ]. In the event Seller is named as a party in any administrative procedure or litigation regarding the SMA Application or Buyer’s pursuit of the [ REDACTED ], Buyer shall defend, indemnify and hold Seller harmless from and against any claims, costs, losses or liabilities in such actions, using counsel reasonably acceptable to Seller.
(e) Noninterference. Notwithstanding anything to the contrary in this Agreement, any modification to the Existing SMA Permit or other entitlement application submitted by Seller shall, unless otherwise permitted by Buyer in writing, (i) exclude any portion of the Land, (ii) not commit to, propose or otherwise agree to any development condition thereon, and (iii) be consistent with the location of any portion of the Reconfigured Roadway, if any, on lands owned by Seller within the Kapalua Resort other than the Land (“Seller Retained Land”), as agreed to by the parties pursuant to the terms of this Agreement. The provisions of this Section (a)(f) shall survive the Closing.
3.4 Determination of the Additional Land. During the Due Diligence Period, Buyer shall determine the total acreage needed for the Additional Land and have a licensed surveyor prepare a survey map and description of the Additional Land consistent with the conceptual depiction on Exhibit 1, as adjusted by Buyer’s parking need, in detail reasonably satisfactory to Seller, including calculation of the total area of the Additional Land (the “Additional Land Survey”). Such map will be subject to Seller’s review and approval, which shall not be unreasonably withheld, conditioned or delayed, provided that it is expressly acknowledged that Seller may withhold or condition its approval if the surveyed configuration of the Additional Land does not substantially conform with Exhibit 1 or could in Seller’s reasonable judgment impair the development, use or operation of Seller’s adjoining lands, and Seller’s approval may be conditioned on the reservation of any easements that Seller reasonably determines are needed for the development or operation of its surrounding lands and do not materially interfere with Buyer’s use of the land for exclusive parking. Seller’s approval will be deemed given if Seller fails to respond in writing within 30 days of receipt of the Additional Land Survey. Upon Seller’s approval of the Additional Land Survey, Buyer shall promptly and at its sole expense prepare and file with the County of Maui (“County”) a proposed map for the consolidation and resubdivision of Lot 2-D and the Adjacent Parcel (the “BLA Map”) to adjust their mutual boundary and consolidate all of the Additional Land with and into Lot 2-D (the “Boundary Line Adjustment”) consistent with the Approved Additional Land Survey. If, during Buyer’s pursuit of the [ REDACTED ], the parking requirement or offsite parking need for [ REDACTED ] is reduced, Buyer may revise the Additional Land Survey to reduce the acreage of the Additional Land and resubmit the same to Seller for its review and approval (not to be unreasonably withheld, conditioned or delayed). Buyer shall be solely responsible for all costs and conditions of securing County approval of the Boundary Line Adjustment. Buyer shall not secure final County approval of the Boundary Line Adjustment (“Final Subdivision Approval”) until after Buyer has secured the [ REDACTED ] and issued Buyer’s Closing Notice. If Final Subdivision Approval is issued prior to or at Closing, the Land conveyed in fee by Seller shall be the new lot consisting of all of Lot 2-D and the Additional Land. If Buyer does not obtain Final Subdivision Approval by then Buyer may either (i) terminate this Agreement pursuant to Section 5.2 and receive a return of the refundable portion of the Deposit or (ii) waive such condition, in which instance the Land will constitute Lot 2-D only, and the parties will proceed to Closing in accordance with this Agreement excluding the Additional Land (in which case the Closing Price shall not include the Additional Land Price), or (iii) proceed with Closing at which time Buyer will pay the full Closing Price and acquire fee title to Lot 2-D and Seller shall convey to Buyer a perpetual easement over the Additional Land (as such configuration is agreed to by the parties pursuant to this Section 3.4) in mutually acceptable form, which easement shall grant to Buyer exclusive rights to parking within the easement area and provide that upon Buyer’s receipt of Final Subdivision Approval after Closing, Seller shall deed to Buyer its fee interest in the Additional Land.
4. OPERATIONAL AND DEVELOPMENT AGREEMENTS.
4.1 Existing Operations and Tenants. From the Effective Date until Closing, Seller shall continue to maintain its existing operations on the Property, including (i) maintaining the Property in the ordinary course of business and all existing insurance coverages for the Property, (ii) paying all taxes and other monetary obligations relating to the Property when due and (iii) complying with laws applicable to the Property. Seller may continue leasing to and collecting rent from tenants occupying existing improvements on and any other portion of the Property, provided that any new leases, amended leases, or extension of existing leases will not include terms running beyond two years after the Due Diligence Period expires unless such leases may be terminated by landlord upon 60 days’ prior written notice. Prior to Closing, Buyer may identify in writing to Seller (i) the date it anticipates Closing occurring, and (ii) any current tenants on the Property that Buyer wishes to retain and assume after Closing (“Lease Assumption Notice”), which tenants Seller may (a) agree to keep on the Property after Closing or (b) relocate to another property owned by Seller, at Seller’s sole discretion. Buyer acknowledges that Seller’s leases generally require 180 days’ notice of termination, and Seller shall thus have no obligation to remove tenants for whom Buyer has not designated for removal at least 190 days before Closing. Upon receipt of the Lease Assumption Notice, Seller shall send termination notices to tenants under the leases not identified in the Lease Assumption Notice within the period necessary to cause such lease to terminate by the anticipated Closing Date identified in the Lease Assumption Notice. If the Lease Assumption Notice is delivered at least 190 days before the actual Closing Date, then Seller shall terminate all leases not identified in the Lease Assumption Notice by Closing. If the Lease Assumption Notice is delivered less than 190 days before the actual Closing Date, then Buyer will assume the leases not identified in the Lease Assumption Notice that Seller is contractually unable to terminate before Closing (provided that Seller shall have delivered the notices of termination in accordance with this Section). In all events, Seller shall deliver the Property free and clear of parties in possession, except for leases that Buyer elected to assume in the Lease Assumption Notice or Buyer assumed at Closing due to the Lease Assumption Notice not being delivered at least 190 days in advance of the actual Closing Date, with Seller assigning and Buyer assuming such leases pursuant to a commercially reasonable lease assignment agreement entered into at Closing.
4.2 [ REDACTED ]. At Closing, the parties shall enter into a commercially reasonable master lease from Buyer, as landlord, to Seller, as tenant, [ REDACTED ] [ REDACTED ] “Retail Space” [ REDACTED ] (the “Retail Lease”). The Retail Space shall be ~2,400 square feet of space [ REDACTED ] that Seller will construct as shown on Exhibit 4.2. The Retail Lease shall be a space lease and shall include the following terms: (i) a term ending on the 15th anniversary of [ REDACTED ](which term may be renewed by mutual consent of the parties); (ii) base rent of $1 per year, together with common area maintenance expenses attributable to the Retail Space; (iii) separate metering of the utilities serving the Retail Space; (iv) to the extent not provided as part of the Retail Space, reasonable rights to access and use [ REDACTED ]loading zones, trash facilities, [ REDACTED ] restrooms, and other [ REDACTED ] facilities necessary to the operation of the Retail Space; (v) the specifications and standards for the shell and core improvements to and condition of the Retail Space consistent with the design approved by Seller pursuant to Section 4.5.2, attached to the Retail Lease at Closing, and that Buyer will deliver to Seller prior to [ REDACTED ]; (vi) a right for customers and tenants of the Retail Space to use free, short-term, onsite parking [ REDACTED ]; (vii) permitted uses of the Retail Space, which shall include retail stores, food and beverage businesses, activity sales, and other [ REDACTED ]businesses (but not including the prohibited uses listed on Schedule 4.2); and (v) Seller’s right to sublease the Retail Space to one of more subtenants, subject to Buyer’s reasonable approval of the tenants, at rents and on terms determined by Seller in its discretion, all at Seller’s cost (including leasing commissions and tenant inducement costs). The Retail Lease will be in the form of Exhibit M.
4.3 Kapalua Marks License Agreement. At Closing, Seller shall grant Buyer a non-exclusive license to use such marks pursuant to the Kapalua Marks License Agreement in the form of Exhibit H to permit Buyer’s use of the name “Kapalua” and associated marks held by Seller in its signage, marketing, merchandising and operation of [ REDACTED ] (the “Kapalua Marks License Agreement”).
4.4 [ REDACTED ]Resort Design and Signage Approval Requirements.
4.4.1 Declaration. Buyer acknowledges that under the Amended and Restated Declaration of Covenants and Restrictions for the Kapalua Resort dated September 30, 1987, and recorded in the Bureau of Conveyances of the State of Hawaii in Liber 21185, Page 173, as amended and supplemented from time to time (“Kapalua Resort Declaration”), the improvements and signage at the Land are subject to certain prior approvals by the Kapalua Design Committee of the Kapalua Resort Association (“KDC”). Seller represents and warrants that, as of the Effective Date, Seller is the declarant under the Kapalua Resort Declaration and has control over the KDC and its review and approval process.
4.4.2 Design Review. As soon as reasonably practical, and in any event prior to submission of its SMA Application, Buyer shall submit to Seller for its review, comment and approval, Buyer’s proposed site plan depicting (i) the signage [ REDACTED ]and (ii) exterior [ REDACTED ]showing the (a) building elevations, (b) color renderings, (c) lighting, (d) landscaping plans, (e) signage location, (f) location of the Reconfigured Roadway, and (g) REDACTED to the public along Office Road [ REDACTED ]. Seller shall respond to Buyer’s request for comments and approval within thirty (30) days of Buyer’s submission of the [ REDACTED ]. Seller’s approval will not be unreasonably withheld but may be subject to reasonable conditions for the purpose of ensuring the aesthetic integration [ REDACTED ] into the Kapalua Resort. Failure of Seller to respond to Buyer’s request for comments and approval within thirty (30) days of submission will be deemed an approval by Seller. If Seller provides feedback to Buyer on the [ REDACTED ], the parties shall meet and confer in good faith to resolve differences relating to the [ REDACTED ], Buyer shall resubmit the [ REDACTED ] consistent with such resolution, and this iterative process will continue until Seller has approved the [ REDACTED ]. The parties acknowledge that Seller’s approval of the [ REDACTED ] will occur in advance of Buyer completing construction drawings and specifications subject to KDC approval under the Kapalua Resort Declaration, which timing is necessary to provide Buyer with sufficient design certainty to proceed with its SMA Application and related governmental approvals. Accordingly, upon Buyer completing construction drawings and specifications that are materially consistent with the approved [ REDACTED ], to the extent Seller has control of KDC, Seller shall cause the KDC to issue final written approval of such construction drawings and specifications under the Kapalua Resort Declaration (“KDC Approval”).
4.4.3 Modifications. Buyer shall entitle and build [ REDACTED ] in a manner materially consistent with the KDC Approval, and Buyer shall not make any modifications that alter the elements approved in the KDC Approval in any material respect without obtaining the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed). If Buyer requests Seller’s written consent to a material modification to the KDC Approval, then Seller shall respond to Buyer’s request for consent within fifteen (15) days of Buyer’s submission (Seller’s consent not to be unreasonably withheld, conditioned or delayed). A failure of Seller to respond to Buyer’s request for consent to such modification within fifteen (15) days will be deemed consent from Seller. The following will not be deemed material modifications to or deviations from the KDC Approval: (i) modifications necessary to comply with applicable law or to satisfy conditions imposed by government agencies; (ii) modifications required to meet ADA or other accessibility standards, including adjustments to entrances, pathways, signage or interior layouts; (iii) modifications necessary for structural integrity of building components; (iv) modifications to accommodate site conditions such as soil, drainage, utility, easement conflicts, rain and wind exposure and other climatic factors; (v) modifications to any design element within the interior, other than a material relocation or resizing of the Retail Space; (vi) [ REDACTED ]; and (vii) any modifications resulting from industry standard change orders for the routine substitution of materials or value engineering decisions, provided such changes are not incompatible with the KDC Approval.
4.5 Roadway. The parties acknowledge that reconfiguring the roadway located on the Property commonly known as Kapalua Drive is necessary and desirable to develop the Property. The parties will work in good faith to determine the general location of the reconfigured roadway during the design review process in Section 4.5 (“Reconfigured Roadway”). Seller shall work in good faith with Buyer, at no material out-of-pocket cost or liability to Seller, to the extent that any government agencies require reconfiguration of the roadways and intersections on the Seller Retained Land to align with the location of the Reconfigured Roadway. At Closing, Seller will execute and record the Declaration of Easement in the form of Exhibit D to provide access to other areas within the Kapalua Resort across the Reconfigured Roadway. The Declaration of Easement will be adjusted to include the legal description of the location of the Reconfigured Roadway. This Section will survive Closing.
4.6 Utilities. During the Due Diligence Period, and provided that Buyer has first provided its estimated water and wastewater capacity requirements for [ REDACTED ], Seller shall (i) cause Hawaii Water Services Company to issue to Buyer will-serve letters for Buyer’s water and wastewater capacity requirements (“Water Service”), and (ii) take such other actions that Buyer requests and that are reasonably within Seller’s power and/or control without material expense or liability to Seller to deliver the Water Service to the Property (including, without limitation, delivering any water rights and capacity necessary to cause Hawaii Water Services Company to deliver such will-serve letters and satisfying any conditions to such letters). Seller shall not take any action directed specifically and exclusively at the Property or Buyer that would have a materially adverse impact on the cost to or ability of Buyer to obtain Water Service to the Property; provided that this commitment shall not under any circumstances be deemed to limit or prevent Seller from proceeding with the development or sale of other properties in Kapalua requiring water service so long as such activities do not exhaust available system capacity below Buyer’s requirements for [ REDACTED ]. This Section will survive Closing.
4.7 [ REDACTED ] Access. During the initial 60 days of the Due Diligence Period, Seller shall provide Buyer with the form of [ REDACTED ] Access Easement that Seller will, prior to Closing, grant to the Kapalua Resort Association to provide REDACTED access [ REDACTED ], initially in the approximate location shown on the map attached as Schedule 4.8, in a commercially reasonable form (the “[ REDACTED ] Access Easement”). Buyer acknowledges that the contemplated route of the [ REDACTED ] Access Easement is not currently passable and may not be fully passable until the property on which it is located is fully-developed.
4.8 Development Cooperation. The parties acknowledge that, in addition to use of the Offsite Development Areas pursuant to Section 3.2(a), developing the Property may require Seller’s and Buyer’s cooperation after Closing. During the Due Diligence Period and continuing thereafter, Seller and Buyer shall work in good faith to identify the activities necessary to develop [ REDACTED ] that may require coordination and collaboration with Seller following Closing (which activities may include (i) relocating easements and utilities or removing trees for which Seller or its affiliate may be the beneficial party and (ii) reconfiguring roadways on the Seller Retained Land necessary to align and connect the Reconfigured Roadway as necessary or mutually desirable to develop the Property or otherwise required by government agencies in accordance with Seller’s approved [ REDACTED ] (“Development Activities”). In furtherance thereof, Seller and Buyer shall negotiate in good faith during the Due Diligence Period and thereafter, and, at Closing, enter into a mutually agreeable development agreement that documents Seller’s cooperation with the Development Activities (“Development Agreement”); provided, however, except as otherwise agreed to the parties, Seller shall have no obligation to fund or perform any Development Activities other than exercising its rights or taking reasonable actions, at no out-of-pocket expense to Seller, reasonably needed to permit or otherwise facilitate Buyer performing the Development Activities agreed by the parties, and Seller shall have no obligation to agree to or perform proposed Development Activities that would materially impact use or development of surrounding lands or operation of the Project District or the Kapalua Resort. The Development Agreement will be binding on the parties, their respective successors and assigns, recorded in short form at Closing and will terminate upon the completion of the Development Activities and receipt of a permanent certificate of occupancy [ REDACTED ]. This Section will survive Closing.
5. CONDITIONS PRECEDENT TO CLOSING’.
5.1 Conditions Precedent to Seller’s Performance. Seller’s obligation to sell the Property is subject to the satisfaction (or waiver) of all conditions set forth below (which are for Seller’s benefit) (“Seller Closing Conditions”) within the time periods specified below.
5.1.1 Performance of Covenants. Buyer shall have complied in all material respects with the terms and provisions of this Agreement.
5.1.2 Delivery of Documents. At Closing, Buyer shall have signed, acknowledged and delivered all monies, documents, and instruments to Seller and to Escrow Holder as required by this Agreement.
5.1.3 No Breach of Representations or Warranties. At Closing, there are no material breaches of Buyer’s representations and warranties set forth in Section 10.4.
[ REDACTED ]If any of the Seller Closing Conditions are not satisfied at Closing, Seller may elect by written notice to Buyer to either (i) waive such unsatisfied Seller Closing Condition and proceed to consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement, whereupon Seller shall retain the Released Funds, Escrow Holder shall release the remainder of the Deposits to Buyer and the parties will have no further rights or obligations except for those that expressly survive termination; provided, however, if a Seller Closing Condition is not satisfied due to a Buyer Default, then Seller will, in addition to the foregoing, have the remedies in Section 7.1.
5.2 Conditions Precedent to Buyer’s Performance. Buyer’s obligation to purchase the Property is subject to the satisfaction (or waiver) of all conditions set forth below (which are for Buyer’s benefit) within the time periods specified below.
5.2.1 Performance of Covenants. Seller shall have complied in all material respects with the terms and provisions of this Agreement.
5.2.2 Delivery of Documents. At Closing, Seller shall have signed, acknowledged and delivered all monies, documents, and instruments to Buyer and to Escrow Holder as required by this Agreement.
5.2.3 No Breach of Representations or Warranties. At Closing, there are no material breach of any of Seller’s representations and warranties set forth in Section 10.3.
5.2.4 [ REDACTED ]Title Policy. The Title Company is irrevocably prepared and committed to issue the Title Policy to Buyer as of Closing, subject only to the Permitted Exceptions.
5.2.5 [ REDACTED ]At Closing, Buyer has obtained [ REDACTED ] the BLA Approval and Seller has satisfied its obligations under Section 4.7.
5.2.6 Resort Design Approval. At Closing, Buyer has obtained the KDC Approval.
5.2.7 No Moratorium. As of Closing, no County of Maui ordinance or order is in effect that imposes a moratorium on the development [ REDACTED ].
5.2.8 [ REDACTED ] Access Easement. Prior to or at Closing, Seller has recorded the [ REDACTED ] Access Easement.
5.2.9 Litigation. The Pending Litigation will not prevent the Close of Escrow or impair Buyer’s ability to develop [ REDACTED ] the Property.
5.2.10 Water Service. During the Due Diligence Period, Hawaii Water Services Company shall have issued to Buyer a will-serve letter for Water Service as provided in Section 4.7 and such will-serve letter is either re-issued (or confirmed in writing as valid as of such date that is) no earlier than 90 days before Closing.
If any of the Buyer Closing Conditions are not satisfied at Closing, Buyer may elect by written notice to Seller to either (i) waive such unsatisfied Buyer Closing Condition(s) and proceed to consummate the transaction contemplated by this Agreement, or (ii) terminate this Agreement, whereupon Seller shall retain the Released Funds, Escrow Holder shall release the remainder of the Deposits to Buyer and the parties will have no further rights or obligations except for those that expressly survive termination. If a Buyer Closing Condition is not satisfied due to a Seller Default, then Buyer will, in addition to the foregoing, have the remedies set forth in Section 7.2.
6. CLOSING.
6.1 The Closing.
(a) Closing Date. Subject to satisfaction of all conditions precedent to Closing, including those set forth in Section 5, the Closing and Close of Escrow shall occur on the Closing Date identified in the Closing Notice. The term “Close of Escrow” is used in this Agreement to mean the consummation of the transactions contemplated herein.
6.2 Seller’s Closing Obligations. On or before 12:00 p.m. local time on the second business day immediately before the anticipated Close of Escrow, Seller shall deliver to Escrow Holder, each duly executed by Seller and where required, acknowledged:
(a) Deed. The Limited Warranty Deed with Reservations and Covenants in the form attached as Exhibit B (the “Limited Warranty Deed”) conveying the Property to Buyer, subject only to the Permitted Exceptions;
(b) Closing Certificate. Seller’s Closing Certificate in the form attached as Exhibit C (the “Closing Certificate”);
(c) Declaration of Easements. The Declaration of Easements in the form attached hereto as Exhibit D;
(d) [ REDACTED ];
(e) Restricted Uses. The “[ REDACTED ]” in the form attached hereto as Exhibit F-1, by which Seller prohibits development [ REDACTED ]at the property located within the Kapalua Resort identified on Exhibit F-2 and, to the extent acquired by Seller (or its affiliate) as of the Closing Date, Exhibit F-3;
(f) Trademark License. The Kapalua Marks License Agreement in the form of Exhibit H and a recordable memorandum of the Kapalua Marks License Agreement;
(g) [ REDACTED ];
(h) Temporary License Agreement. If applicable, the Temporary License Agreement in the form of Exhibit I;
(i) Retail Lease. The Retail Lease and recordable memorandum of the Retail Lease in the form of Exhibit M;
(j) General Assignment. A General Assignment in the form of Exhibit J;
(k) FIRPTA. A certificate of Seller in the form required of an entity transferor as set forth in Section 1.1445-2(b)(2)(iii) of the Regulations under Section 1445 of the Internal Revenue Code of 1986 and a certificate of exemption from the withholding of tax on the disposition of Hawaii real property (Form N-289);
(l) Settlement Statement. A settlement statement prepared by the Title Company that reflects the payments, credits and prorations required in this Agreement;
(m) Development Agreement. The Development Agreement in the form agreed to pursuant to Section 4.9.
(n) BLA Materials. The BLA Materials necessary to effectuate the Boundary Line Adjustment including any recordable instruments.
(o) Other Acts. Any additional funds and/or instruments (signed and acknowledged by Seller, if appropriate) as may be necessary to comply with this Agreement; and
(p) Owner’s Affidavit. An affidavit in the form of Exhibit K (“Owner’s Affidavit”) and such other documents reasonably required by the Title Company in order to deliver the Title Policy in accordance with the terms hereof.
6.3 Buyer’s Closing Obligations. Unless otherwise specified below, on or before 12:00 p.m. local time on the second business day immediately before the anticipated Closing Date (except for the Cash, which may be deposited on the Closing Date as described below), Buyer shall deliver to Escrow Holder:
(a) Closing Price. Cash equal to that amount provided for in Section 2.5(d). The cash must be by direct deposit or by wire transfer of funds made to Escrow Holder’s depository bank account no later than 12:00pm local time in Hawaii on the second business day immediately before the anticipated Closing Date;
(b) Settlement Statement. A settlement statement prepared by the Title Company that reflects the payments, credits and prorations required in this Agreement.
(c) Other Acts. Any additional funds and/or instruments (signed and acknowledged by Buyer, if appropriate), as may be necessary to comply with this Agreement;
(d) Closing Documents. Executed counterpart of the documents delivered by Seller under Section 6.2 that require Buyer’s signature; and
(e) NDA. If a mortgage lender provides Buyer financing for its purchase, a nondisturbance and attornment agreement regarding the Retail Lease, the Kapalua Marks License Agreement and the Kapalua Club Agreement in form reasonably acceptable to Seller from such mortgage lender(s).
6.4 Title Policy.
(a) Standard Owner’s Premium. As of the Close of Escrow, the Title Company shall issue and deliver to Buyer, the Title Policy, subject only to the Permitted Exceptions. Subject to the following paragraph, Seller and Buyer shall each pay one half of the standard owner’s premium for the Title Policy and Buyer shall pay the premium for extended coverage.
(b) Endorsements. If Buyer desires any special endorsements to the coverage provided by the Title Policy (including, without limitation, extended ALTA coverage), Buyer shall obtain a commitment therefor prior to the expiration of the Due Diligence Period and shall, at Closing, pay for these endorsements and coverage, including the cost of any ALTA survey that Buyer secures during the Due Diligence Period (but excluding the costs of any endorsements to be borne by Seller pursuant to Section 3.1(a)(ii)). The issuance of the endorsements and/or coverage shall not delay the Closing or extend the Due Diligence Period; subject to Section 3.1(a)(ii).
(c) Primary Recourse. After the Close of Escrow and issuance of the Title Policy, except for breaches of warranties of title in the Limited Warranty Deed: (i) Buyer will seek recourse under the Title Policy in lieu of any express or implied warranty of Seller concerning title to the Property; and (ii) Buyer agrees that the only remedy of Buyer for damages incurred by reason of any defect in title shall only be against the Title Company. The provisions of this Section 6.4 shall survive any termination or the Close of Escrow.
6.5 Contribution of [ REDACTED ]. Upon [ REDACTED ], which shall be deemed to have occurred upon ([ REDACTED ], Buyer shall pay the [ REDACTED ] to the Honolua Ranch Foundation by Maui Land & Pine Co., a Hawaii nonprofit corporation. The provisions of this Section 6.5 shall survive Closing.
7. TERMINATION OF THIS AGREEMENT.
7.1 Seller Remedies. If at any time prior to Closing, Buyer fails to perform its covenants or other obligations in this Agreement (“Buyer Default”), then Seller may either (i) waive such Buyer Default and proceed to consummate the transaction, or (ii) terminate this Agreement after such Buyer Default remains uncured after a five (5) Business Days’ written notice and cure period (which, if the nature of the Buyer Default requires longer than five (5) Business Days to cure, then the cure period shall be extended, together with the Closing Date, if applicable, for such reasonable period of time to allow such party to diligently complete its cure of same not to exceed fifteen (15) days). IF SELLER TERMINATES THIS AGREEMENT DUE TO A BUYER DEFAULT FOR ANY REASON OTHER THAN A SELLER DEFAULT (AS EVIDENCED BY WRITTEN NOTICE FROM SELLER TO BUYER AND ESCROW HOLDER) BEYOND ANY APPLICABLE NOTICE AND CURE PERIODS, THE PARTIES WILL BE RELEASED FROM THEIR OBLIGATION UNDER THIS AGREEMENT EXCEPT FOR THOSE WHICH EXPRESSLY SURVIVE TERMINATION, AND ESCROW HOLDER SHALL IMMEDIATELY DELIVER THE REMAINING BALANCE OF THE DEPOSITS TO SELLER AS LIQUIDATED DAMAGES AS ITS SOLE AND EXCLUSIVE REMEDY. THE PARTIES EXPRESSLY AGREE THAT THE AMOUNT OF THE DEPOSITS RELEASED PURSUANT HERETO IS A REASONABLE ESTIMATE OF THE EXTENT TO WHICH SELLER WOULD BE DAMAGED BY BUYER’S FAILURE TO COMPLETE THIS PURCHASE AND, IN LIGHT OF THE DIFFICULTY THE PARTIES WOULD HAVE IN DETERMINING SELLER’S ACTUAL DAMAGES, SHALL BE SELLER’S EXCLUSIVE REMEDY FOR DAMAGES BY REASON OF AN UNCURED BUYER DEFAULT UNDER THIS AGREEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION 7.1 WILL NOT LIMIT ANY OF SELLER’S RIGHT TO INDEMNIFICATION AND RESTORATION IN THIS AGREEMENT.
7.2 Buyer Remedies. If at any time prior to Closing, Seller fails to perform its covenants or other obligations in this Agreement (“Seller Default”), then Buyer may either: (i) waive such Seller Default and proceed to consummate the transaction or (ii) after such Seller Default remains uncured after a five (5) Business Days’ written notice and cure period (which, if the nature of the Seller Default requires longer than five (5) Business Days to cure, then the cure period shall be extended, together with the Closing Date, if applicable, for such reasonable period of time to allow such party to diligently complete its cure of same not to exceed fifteen (15) days), pursue all remedies in law or equity, including, without limitation, to either (1) assert and seek judgment against Seller for specific performance of this Agreement or (2) terminate this Agreement by written notice to Seller and the Escrow Holder, in which event the entirety of the Deposits shall be returned to Buyer (including the Released Funds). If Buyer elects to terminate this Agreement per this Section 7.2, Seller shall pay to Buyer the reasonable, out-of-pocket expenses incurred relating to pursuing this transaction and the development of the Property (“Pursuit Costs”) up to a maximum of $250,000, unless Buyer terminates this Agreement per this Section 7.2 because either the remedy of specific performance is unavailable or the feasibility o [ REDACTED ]has been materially impaired as a result of, in either instance, Seller’s acts or inactions, then, in such instance Seller shall pay to Buyer its Pursuit Costs that are reasonably documented.
7.3 Termination Procedure. If either party elects to terminate this Agreement pursuant to a right to do so hereunder, then each of the following shall occur, and upon completion thereof this Agreement shall terminate: (i) Escrow shall be deemed automatically cancelled regardless of whether cancellation instructions are signed by the non-cancelling party; (ii) neither party shall have any further obligation to the other under this Agreement (except under Sections 11.1 and 11.2 which shall survive termination of this Agreement); (iii) all rights granted to Buyer under this Agreement and in the Property shall terminate, except as provided to the contrary in Section 7.2 (concerning Buyer’s right to pursue all remedies at law or in equity, including specific performance); (iv) and, except as provided to the contrary in Section 7.1 (concerning Seller’s right to retain the Deposit(s) as liquidated damages), Escrow Holder shall return all funds and documents then held in Escrow to the party depositing the same and Seller shall promptly return any funds and documents paid or delivered to Seller by Escrow Holder or by Buyer outside of Escrow.
7.4 Escrow Cancellation Fees. If the escrow fails to close because of either party’s default, the defaulting party shall be liable for all escrow cancellation and Title Company charges. If escrow fails to close for any other reason, Buyer and Seller shall each pay one half of any Escrow cancellation and Title Company charges. The provisions of this Section 7 shall survive any termination of this Agreement.
8. GENERAL ESCROW PROVISIONS.
8.1 Escrow Instructions. This Agreement when signed by Buyer and Seller shall also constitute Escrow Instruction to Escrow Holder.
8.2 Opening of Escrow. Escrow Holder shall notify Buyer and Seller in writing of the date of receipt of this fully executed Agreement.
8.3 General Provisions. Notwithstanding anything to the contrary in this Agreement, general provisions of Escrow Holder (the “General Provisions”), if any, which are either attached to this Agreement or later signed by the parties, are incorporated herein by reference to the extent they are not inconsistent with the provisions of this Agreement. If there is any inconsistency between the provisions of those General Provisions and any of the provisions of this Agreement, the provisions of this Agreement shall control. If any requirements relating to the duties or obligations of the Escrow Holder are unacceptable to the Escrow Holder, or if the Escrow Holder requires additional instructions, the parties agree to make any deletions, substitutions and additions as counsel for Buyer and Seller shall mutually approve and which do not materially alter the terms of this Agreement. Any supplemental instructions shall be signed only as an accommodation to Escrow Holder and shall not be deemed to modify or amend the rights of Buyer and Seller, as between Buyer and Seller, unless these supplemental instructions expressly so provide.
8.4 Prorations. All real property taxes, rents, Kapalua Resort Association fees, assessments, utilities and maintenance charges for the Property in the year of Closing shall be prorated between Buyer and Seller as of 12:01 a.m. on the Closing Date. Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the prorations required under this Agreement within one hundred twenty (120) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.
8.5 Payment of Closing Costs. Seller and Buyer shall share equally the fees of Escrow Holder, and Seller shall be responsible for paying the state conveyance tax and any other transfer taxes. All other closing costs, including recording fees, shall be paid in accordance with common escrow practices in the county in which the Property is located. Seller and Buyer shall each pay one half of the base premium of the Title Policy (excluding endorsements and extended coverage) in the amount of the Closing Price. Buyer shall pay all premiums for the Title Policy in excess of the base premium, premiums for endorsements procured by Buyer (but excluding any premiums for endorsements relating to Disapproved Exceptions Seller agreed to cure by endorsement). Each party shall pay its own attorneys’ fees. There are no brokerages commissions or fees payable in connection with Closing.
8.6 Escrow Holder Authorized to Complete Blanks. If necessary, Escrow Holder is authorized to insert the Closing Date as the date of the Limited Warranty Deed.
8.7 Recordation and Delivery of Documents. When Buyer and Seller have satisfied their respective closing obligations under this Agreement and each of the conditions hereunder have either been satisfied or waived, Escrow Holder shall cause the Limited Warranty Deed and all other Closing documents requiring recordation to be recorded with the Bureau, in a manner so that the Title Company is in a position to issue the Title Policy as provided in Section 6.4(a). Immediately after the Close of Escrow, Escrow Holder shall deliver to Seller and to Buyer all documents and funds to which each is entitled. As soon as practicable after recordation, Escrow Holder shall deliver a copy of all documents recorded through escrow. Escrow Holder is authorized to insert the Closing Date as the date of all documents delivered or recorded at Closing.
9. BROKERAGE COMMISSIONS. It is understood that there are no brokers involved in this transaction. Each party shall indemnify and hold the other harmless from and against all liabilities, costs, damages, and expenses, including without limitation attorneys’ fees, resulting from or arising out of any claims for finder’s fees or commissions arising out of any contract or commitments made by or through the indemnifying party.
10. CONDITION OF PROPERTY/REPRESENTATION AND WARRANTIES.
10.1 Condition of Property. Except as otherwise provided in this Agreement and in any document to be delivered to Buyer at Closing, Buyer agrees (a) that it is purchasing the Property on an “AS IS” basis and based on its own investigation of the Property, (b) that Seller has made no warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, without limitation, any implied warranty of merchantability or fitness for any purpose or of reasonable workmanship, concerning the Property or any of the improvements located thereon or therein, and (c) that Seller has made no warranty, representation or guarantee as to any government limitation or restriction, or absence thereof, pertaining to the Property, or as to the presence or absence of any latent defect, subsurface soil condition, environmental condition, hazardous substance, toxic waste or any other matter pertaining to the physical condition of the Property (collectively, the “Property Conditions”). Except as otherwise provided in this Agreement and in any document to be delivered to Buyer at Closing, the entire risk as to the quality and performance of the Property and Buyer’s use of the Property is with Buyer, and if the Property proves defective following the Closing Date, Buyer, and not Seller, assumes the entire risk and costs of all necessary servicing, curing, correcting, or repair of the defects. In making its decision to purchase the Property, Buyer represents that it has had sufficient opportunity to review, investigate, study and conduct tests on the Property and that it has relied solely upon its investigation of the Property and the Closing Certificate. Except for Seller’s representations and warranties in this Agreement, the Closing Certificate and other documents to be delivered by Buyer at Closing, all of Seller’s statements, whenever made, are made only as an accommodation to Buyer and are not intended to be relied or acted upon in any manner by Buyer. All documents, records, agreements, writings, statistical and financial information and all other information (“Documents”), which have been given to Buyer by Seller have been delivered as an accommodation to Buyer and without any representation or warranty as to the accuracy, enforceability, or assignability of any of the Documents, all of which Buyer relies on at its own risk, except as otherwise expressly set forth in this Agreement. Buyer acknowledges that Seller has made no representation regarding the availability of, or amount of, any fee, assessment, or cost relating to the development, construction, occupancy or ownership of the Property. Seller has not made any representation, warranty or guarantee as to any land use controls or other laws, rules, and regulations of any governmental agency having jurisdiction applicable to the Property. After Closing, Buyer shall be solely responsible for complying with all land use and environmental controls and other laws, rules, and regulation, including without limitation, those pertaining to hazardous substances and toxic wastes.
10.2 Assumption of Risk and Waivers. Buyer represents and warrants to Seller that Buyer, in Buyer’s sole discretion, has determined that the benefits of owning and enjoying the Property outweigh the risks of the Property Conditions. Buyer covenants and agrees to, upon conveyance of the Property at Closing, assume all risks of impairment of Buyer’s use and enjoyment of the Property, loss of market value of the Property, and property damage or personal injury arising from the Property Conditions. Upon the conveyance of the Property at Closing, Buyer shall assume the risk that adverse matters, including, but not limited to, adverse physical and environmental conditions and the effect of the Property Conditions, may not have been revealed by Buyer’s investigations; and Buyer, upon the conveyance of the Property at Closing, shall be deemed to have waived, relinquished, and released Seller (and Seller’s respective officers, directors, shareholders, members, managers, employees, and agents) from and against any and all claims, demands, causes of action (including causes of action in tort), losses, damages, liabilities, costs and expenses (including attorneys’ fees and court costs) of any and every kind or character, known or unknown, which Buyer might have asserted or alleged against Seller (and its officers, directors, shareholders, members, managers, employees, and agents) at any time by reason of or arising out of any latent or patent defects or physical conditions, violations of any applicable laws (including, without limitation, any environmental or zoning laws), the Property Conditions, and any and all other acts, omissions, events, circumstances, or matters regarding the Property. Notwithstanding anything to the contrary, Buyer’s waivers, assumption of risk, and release set forth in this Section 10.2 shall not apply in the case of (i) any inaccurate Seller representations or warranties in this Agreement or in the documents delivered to Buyer at Closing, subject to Section 10.3, or (ii) any intentional misrepresentation by Seller to Buyer or intentional concealment by Seller from Buyer of any material fact having to do with the Property which Seller is required after the date of Closing.
10.3 Representations and Warranties of Seller. Seller represents and warrants to Buyer that as of the Effective Date, the last day of the Due Diligence Period and the Closing:
(a) Organization & Binding. Seller is duly formed, validly existing and in good standing under the laws of the state of its formation. Seller has the capacity and authority to execute this Agreement and perform the obligations of Seller under this Agreement. This Agreement is the valid, binding and enforceable obligation of Seller. All action necessary to authorize the execution, delivery and performance of this Agreement by Seller has been taken and such action has not been rescinded or modified. Each person signing this Agreement on behalf of Seller is duly authorized and empowered to do so.
(b) No Conflict. Seller is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Seller’s right to enter into and carry out this Agreement.
(c) No Litigation. There are no actions, suits or proceedings, pending or, to Seller’s actual knowledge, threatened, before any judicial body or any governmental authority or any other writ, injunction, decree, or demand of any court or governmental authority concerning the Property, except for Plantation Estates Lot Owners’ Association and TY Management Corporation v. Race Randle, et al. (Civil No. 2CCV-25-0003677) in which the plaintiffs have challenged Seller’s annexation of the Land (and other properties) to the Kapalua Resort Declaration (“Pending Litigation”).
(d) Compliance. Seller has not received any uncured written notice from any applicable governmental authority that the Property is not in substantial compliance with any federal, state or local statute, ordinance, rule, regulation, requirement or code relating to the ownership, use and operation of the Property.
(e) Condemnation. As of the Effective Date, Seller has not received any written notice of the commencement or existence of condemnation or eminent domain proceedings with respect to the Property.
(f) Bankruptcy. Seller has not (1) filed any voluntary petition in bankruptcy or other insolvency proceedings or suffered the filing of an involuntary petition in bankruptcy, or filed for any proceedings for reorganization of Seller, or (2) suffered the appointment of a receiver or trustee for all or substantially all of Seller’s property, (3) made any assignment for the benefit of its creditors or filed a petition for an arrangement, or entered into an arrangement with creditors or filed a petition for an arrangement with creditors, or (4) otherwise admitted in writing its inability to pay its debts as they become due.
(g) Environmental. Seller’s representations and warranties concerning the environmental condition of the Property in Section 14.1 are true and correct.
(h) Non-Foreign Person. Seller is not a “foreign person” within the meaning of the Internal Revenue Code Section 1445 and the regulations promulgated thereunder.
(i) Leases. The Property is not encumbered by any leases other than those leases disclosed to Buyer in the due diligence materials or entered into by Seller pursuant to Section 4.1.
(j) Wetlands & Endangered Species. Seller has no actual knowledge of the presence at the Land of any wetlands or animal or plant species designated as endangered or threatened under applicable federal or state laws.
The representations and warranties of Seller set forth in Section 10.3 as remade by the certificate of Seller to be delivered to Buyer at Closing shall survive Closing for a period of twelve (12) months and such additional time necessary to resolve any timely filed claim for breached representations and warranties (the “Survival Period”). The term “to Seller’s actual knowledge” shall mean the actual knowledge of Race Randle.
10.4 Representations and Warranties of Buyer. Buyer represents and warrants to Seller that:
(a) Organization & Binding. Buyer is duly formed, validly existing and in good standing under the laws of the state of its formation. Buyer has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary to authorize the execution, delivery and performance of this Agreement by Buyer has been taken and such action has not been rescinded or modified. Each person signing this Agreement on behalf of Buyer is duly authorized and empowered to do so.
(b) No Conflict. Buyer is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Buyer’s right to enter into and carry out this Agreement.
(c) Due Diligence. As of Closing, Buyer will have examined and investigated to Buyer’s full satisfaction the physical condition of the Property and the Document Inventory during the Due Diligence Period. Except for Seller’s representation and warranties set forth in Section 10.3 hereof, the Closing Certificate and other documents delivered by Seller at Closing and the other provisions in this Agreement that expressly survive Closing, Buyer has not relied and will not rely on, and Seller is not liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto made or furnished by Seller.
(d) No Bankruptcy. Buyer has not (1) filed any voluntary petition in bankruptcy or other insolvency proceedings or suffered the filing of an involuntary petition in bankruptcy, or filed for any proceedings for reorganization of Buyer, or (2) suffered the appointment of a receiver or trustee for all or substantially all of Buyer’s property, (3) made any assignment for the benefit of its creditors or filed a petition for an arrangement, or entered into an arrangement with creditors or filed a petition for an arrangement with creditors, or (4) otherwise admitted in writing its inability to pay its debts as they become due.
The representations and warranties of Buyer set forth in Section 10.4 shall survive Closing for the Survival Period.
10.5 Effect and Survival. Seller and Buyer acknowledge that the compensation to be paid for the Property has been decreased to take into account that the Property is being sold subject to the provisions of this Section 10. Seller and Buyer agree that the provisions of Sections 10.1 through 10.7 shall survive Closing, subject to the Survival Period where specified.
10.6 Covenants of Seller. Seller hereby covenants and agrees with Buyer that from and after the execution of this Agreement until the Closing that:
(a) Maintenance. Seller will maintain the Property in a condition consistent with its condition on the date of execution of this Agreement.
(b) Contracts. Except for the agreements and easements contemplated herein, Seller will not enter into any agreement, written or oral, that will be binding on Buyer or the Property subsequent to Closing.
(c) No Zoning Actions. Except as may be requested by Buyer in writing, Seller will not take, approve or consent to any action or omission that would change the zoning, uses, permits or licenses of or for the Property and Seller will not take any entitlement action or file applications for entitlement actions relating to the Property.
(d) No Encumbrances. Except as otherwise contemplated herein, Seller shall not place on, nor consent to the placement on, any of the Property, any lien, encumbrance, or other matter which would constitute an encumbrance or title exception to the Property and/or under Schedule B of the Preliminary Report unless such matter shall be released prior to Closing at no cost to Buyer.
(e) Compliance. Seller agrees not to take any action or fail to take any action after the date of the execution of this Agreement and prior to Closing which will cause or prevent the Property from being in compliance with the provisions of this Agreement or which will cause or prevent the Title Company to issue to Buyer the Title Policy with liability in the full amount of the Closing Price showing Buyer in title, subject only to the Permitted Exceptions. Consistent therewith, Seller shall satisfy all customary requirements and other matters set forth in the Title Commitment so that the same are deleted and not transferred to Schedule B of the Title Policy.
10.7 Covenants of Buyer.
(a) Non-Binding Entitlements. Except for the agreements contemplated herein and the [ REDACTED ], Buyer will not enter into any agreement, written or oral, that will be binding on the Property prior to Closing.
(b) No Zoning Action. Prior to Closing, Buyer will not take, approve or consent to any action or omission that would change the zoning, uses, permits or licenses of or for the Property other than [ REDACTED ], except with the prior written consent of Seller, such consent not to be unreasonably withheld, conditioned or delayed.
(c) No Encumbrance. Except as otherwise contemplated herein, prior to the Closing, Buyer shall not place on, nor consent to the placement on, any of the Property, any lien, encumbrance, or other matter which would constitute an encumbrance or title exception to the Property and/or under Schedule B of the Preliminary Report, except with respect to the [ REDACTED ].
(d) Compliance. Buyer agrees not to take any action after the date of the execution of this Agreement and prior to Closing which will cause or prevent the Property from being in compliance with the provisions of this Agreement.
11. ENTRY ON PROPERTY.
11.1 License to Enter. Beginning on the Effective Date and at all times prior to Closing, Seller shall, upon reasonable notice required below and at reasonable times, make the Property available to Buyer and its agents, employees, consultants, and representatives for such inspections and tests as Buyer deems appropriate, including without limitation, a Phase I environmental and geotechnical study, at Buyer’s sole cost and expense. Buyer shall provide notice to Seller (which notice may be by email to Race Randle at [ REDACTED ] and Jon Grobe at [ REDACTED ]) at least one (1) business day prior to any entry onto the Property. Seller may have a representative present during any tests or investigations. After any entry, testing or investigations, Buyer shall immediately restore the Property to the Property’s condition before Buyer entered on the Property. Buyer shall not allow any dangerous or hazardous condition to be created on or arise from Buyer’s entry, testing or investigations on the Property. Buyer shall comply with all applicable laws and governmental regulations applicable to the Property. This limited license will be deemed revoked upon termination of this Agreement. Buyer’s obligations under this paragraph shall survive the Close of Escrow and the termination of this Agreement.
11.2 Indemnification on Entry. Buyer shall indemnify, defend and hold the Seller and Seller’s officers, directors, shareholders, employees, agents, subsidiary and parent corporations, affiliated entities, and predecessors, successors and assigns, and the Property harmless from and against all claims, loss, liability, damage, expense and cost (including, without limitation, attorneys’ fees and costs) arising from or relating to the entry of Buyer and its representatives, agents and contractors on the Property, except to the extent caused by (i) Seller’s negligence or misconduct or (ii) the mere discovery of a preexisting condition (even if unknown to Seller) and which are not exacerbated by the activities of said persons. Buyer’s obligations under this paragraph shall survive the Close of Escrow and the termination of this Agreement, and shall not be limited by any insurance required under Section 11.3.
11.3 Insurance on Entry. Buyer shall maintain or cause its contractors or consultants to maintain adequate comprehensive liability insurance policies to cover Buyer’s activities on the Property. Buyer shall keep the Property free and clear of all mechanics’ liens and materialmen’s liens arising out of any of Buyer’s activities. Before entering on the Property, Buyer shall deliver to Seller a certificate of insurance evidencing compliance with the terms of this paragraph. The liability insurance policy shall have a combined single limit per occurrence liability limit of at least $2,000,000 for premises liability, bodily injury and property damage, shall be primary and noncontributing with any insurance which may be carried by Seller, and shall name Seller as an additional insured. The insurance policy shall be maintained and kept in effect by Buyer (or Buyer’s agent), at Buyer’s (or Buyer’s agent’s) sole expense, at all times during the term of this Agreement.
12. RISK OF LOSS.
12.1 Condemnation. If, before the Closing, all or any material portion of the Property is taken by eminent domain or is the subject of a pending taking or offer under the threat of condemnation which has not been consummated (collectively, a “Taking”), Seller promptly shall notify Buyer of the event after actual knowledge of the Taking and, in that event, Buyer shall have the option to terminate this Agreement by delivery of written notice of Buyer’s election to Seller within thirty (30) days after receipt of Seller’s notice. If Seller has not received Buyer’s notice within the 30-day period, then Buyer shall be deemed to have elected not to terminate the transactions contemplated by this Agreement, and Seller will (x) pay to Buyer any condemnation awards or proceeds from any such proceedings or actions received by Seller prior to Closing, (y) assign to Buyer in writing Seller’s right to any condemnation awards or proceeds which have not been received prior to Closing and (z) assign to Buyer in writing all of Seller’s rights to defend such proceedings or actions, and Buyer will take the Property subject to any such condemnation proceeding. In the event Buyer elects to terminate this Agreement pursuant to this Section 12, Buyer and Seller shall share equally all escrow cancellation charges, Escrow Holder shall promptly release the nonrefundable portions of the Deposits to Seller, return the remaining refundable portion of the Deposits to Buyer, and upon such disbursements this Agreement shall terminate. A “material portion of the Property” means any portion of the Property which, if taken, would materially affect the planned parking or access to the Property, exceeds five percent of the value of the Closing Price, would reduce the [ REDACTED ] or would otherwise impair the feasibility or desirability to develop [ REDACTED ].
12.2 Casualty. If the Property is damaged by any casualty or destruction before Closing, Seller will promptly notify Buyer in writing of such damage, and Buyer may: (i) terminate this Agreement by written notice to Seller, whereupon the Earnest Money will be returned to Buyer, this Agreement will terminate and the parties will have no further rights or obligations except those that survive the Closing; (ii) waive such termination right, whereupon this Agreement will remain in full force and effect, and, if the Land is damaged by such casualty or destruction, Seller will (x) pay to Buyer the insurance proceeds from such damage to the Land which has been received by Seller on or before Closing, and (y) assign to Buyer in writing Seller’s rights to any insurance proceeds for such damage to the Land not yet paid at Closing and Buyer will take the Property subject to such damage; or (iii) waive such termination right, whereupon this Agreement will remain in full force and effect, Buyer will receive a credit against the Closing Price at Closing in the amount of the Casualty Loss Value limited to any damage to the Land and Seller will retain all rights to any insurance proceeds. Buyer acknowledges that in no event shall Buyer be entitled to any insurance proceeds for the existing building and any other improvements on the Land, which Buyer plans to demolish and remove after Closing to develop [ REDACTED ]. Buyer further acknowledges that Seller shall have no obligation to remove or repair the existing building or any other improvements on the Land in the event of damage by any casualty or destruction before Closing. If Buyer does not make any election within 30 days after receipt of Seller’s written notice of such damage, then Buyer will be deemed to have elected the action in romanette (ii) above. If Buyer elects the right in romanette (iii) above, then the Closing will be adjourned for up to 60 days to determine the Casualty Loss Value. A “Casualty Loss Value” means the loss in value of the Property due to a casualty event as determined by either (i) a third-party insurance consultant or (ii) an MAI certified appraiser (such consultant or appraiser to have at least three (3) years of professional experience valuing casualty losses to real property) selected by Buyer.
13. GENERAL PROVISIONS.
13.1 Assignment.
(a) Binding. This Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective successors and permitted assigns.
(b) Buyer Assignment. Buyer may not assign its rights under this Agreement without the consent of Seller, in its sole and absolute discretion. Any direct or indirect change in ownership or control of Buyer prior to Closing shall constitute an assignment for purposes of this restriction.
(c) Seller Assignment. Seller shall not have the right to assign this Agreement or any interest or right under this Agreement or under the Escrow, without the prior written consent of Buyer, other than to (i) any person or entity directly or indirectly controlling, controlled or under common control with Seller and which holds title to the Property; (ii) to a qualified intermediary in connection with a tax deferred exchange pursuant to Section 15; or (iii) to a person or entity acquiring all or substantially all of Seller’s land in the Project District, so long as any assignment is subject to the terms of this Agreement.
13.2 Attorneys’ Fees and/or Costs. In any action or proceeding between the parties to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in the action or proceeding shall be entitled to its reasonable costs and expenses, including without limitation, costs and reasonable attorneys’ fees.
13.3 Notices and Approvals. Any notice, approval, disapproval, demand or other communication required or permitted to be given by any provision of this Agreement (“Notice”) which either party desires to give to the other party or to Escrow Holder shall be in writing and shall be deemed to be sufficiently given or served if: (a) delivered personally to the party to whom the notice is to be delivered; or (b) sent by mail, express mail or commercial courier addressed to the party at the party’s address as it appears in this Agreement, or at any other address as that party may from time to time specify by written notice; or, (c) given by email. Any notice shall be deemed to be given as of the date received, except that if the party declines to acknowledge receipt or has changed his address and not otherwise informed the other party of the new address, receipt shall be deemed as of the date of the attempted delivery.
13.4 Controlling Law. This Agreement shall be construed under the laws of the state where the Property is located which are in effect at the time of the signing of this Agreement.
13.5 Titles and Caption. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. References to paragraph numbers are to paragraphs in this Agreement, unless expressly stated otherwise.
13.6 Interpretation. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” If a dispute arises over the interpretation or construction of any provision, term, or word contained in this Agreement, this document shall be interpreted and construed neutrally, and not against either Buyer or Seller.
13.7 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or obligations under this Agreement to be performed by the other shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions or obligations of this Agreement.
13.8 Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
13.9 Severability. If any term or provision of this Agreement, or its application to any party or set of circumstances, shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and each shall be valid and enforceable to the fullest extent permitted by law.
13.10 Integration of Prior Agreements and Understandings. This Agreement contains the entire understanding between the parties relating to the transaction contemplated by the Agreement. All prior or contemporaneous agreement, understandings, representations, warranties, and statements, whether oral or written, are superseded by this Agreement.
13.11 Not An Offer. Seller’s delivery of unsigned copies of this Agreement is solely for the purposes of review by Buyer, and neither the delivery nor any prior communications between Buyer and Seller, whether oral or written, shall in any way be construed as an offer by Seller, nor in any way imply that Seller is under any obligation to enter the transaction which is the subject of this Agreement. The signing of this Agreement by Buyer constitutes an offer which shall not be deemed accepted by Seller unless and until Seller has signed this Agreement and delivered a duplicate original to Buyer.
13.12 Time of Essence. Time is expressly made of the essence as to the performance of each and every obligation and condition of this Agreement.
13.13 Possession of Property. Buyer shall be entitled to exclusive possession of the Property upon execution and delivery of the Limited Warranty Deed.
13.14 Counterparts. This Agreement may be signed in multiple counterparts which shall, when signed by all parties constitute a binding agreement.
13.15 Exhibits Incorporated by Reference. All exhibits attached to this Agreement are incorporated in this Agreement by this reference.
13.16 Computation of Time. The time in which any act is to be done under this Agreement is computed by excluding the first day (such as the Effective Date), and including the last day, unless the last day is not a Business Day, and then that day is also excluded. All references to time shall be deemed to refer to Hawaii time.
13.17 Survival. Except as otherwise provided herein, all of the terms and provisions hereof shall not survive the Closing and the delivery of the Limited Warranty Deed.
13.18 Buyer’s Work Product Concerning the Property. If for any reason Buyer fails to purchase the Property, except in the event of a Seller Default, upon written request from Seller, Buyer shall immediately assign and deliver, to the extent assignable and deliverable, without recourse, representation and warranty, to Seller, at no cost to Seller, or authorize immediate delivery by such third parties preparing same, copies of any and all due diligence tests, studies and reports prepared by third parties for Buyer in connection with Buyer’s inspection of the Property (“Work Product”), at no cost to Seller. The Work Product shall exclude any appraisals, broker opinions of value, market studies, or attorney or other privileged work product or entitlement or design materials.
13.19 No Obligations to Third Parties. The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate any of the parties to this Agreement to, any person or entity other than Seller and Buyer.
13.20 Exclusivity. Upon execution of this Agreement by Buyer, Seller shall stop and cause its employees, agents, representatives and affiliates to immediately stop, all marketing of the Property to any third persons or entities other than Buyer with respect to any acquisition of the Property, and will also refrain from and shall cause its employees, agents, representatives and affiliates to refrain from, directly or indirectly soliciting, accepting or entering into any offer, agreement or arrangement with any third party other than Buyer for the duration of this Agreement, except that Seller may enter into new leases or licenses to third parties pursuant to Section 4.1 and Seller may discuss the Property with any interested third parties that approach Seller prior to Closing. This exclusivity provision can be terminated before the end of the Due Diligence Period only by written agreement between Buyer and Seller. If Buyer delivers the Acceptance Notice before the Due Diligence Period expires, then, concurrent with the initial release of $100,000 of the Deposits pursuant to Section 2.5(a)(ii), Seller shall sign a memorandum of this Agreement in the form of Exhibit L (“Memorandum”) and Buyer may record the same in the public records to provide record notice of its rights under this Agreement.
14. HAZARDOUS MATERIALS DISCLOSURE AND INDEMNIFICATION.
14.1 Hazardous Material Disclosure. Seller and Buyer understand, acknowledge and agree that current and/or future federal, state and local regulations may require the clean-up of toxic, hazardous or undesirable materials, if any, at the expense of those persons who in past, present or future have had any interest in the Property, including, but not limited to, current, past and future owners and users of any such Property. SELLER AND BUYER HAVE BOTH BEEN ADVISED TO SEEK AND CONSULT WITH INDEPENDENT LEGAL COUNSEL AND HAVE CONSULTED WITH SUCH COUNSEL, TO THE EXTENT THAT EACH HAS DEEMED NECESSARY, PRIOR TO THE EXECUTION OF THIS AGREEMENT, TO DETERMINE THEIR POTENTIAL OBLIGATIONS AND LIABILITY WITH RESPECT TO SUCH TOXIC, HAZARDOUS AND UNDESIRABLE MATERIAL.
Seller represents and warrants, to its actual knowledge, without inquiry, that the Property is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene, Hazardous Materials (as defined herein) or to environmental conditions on, or about the Property, including, but not limited to soil and ground water conditions. Further, Seller represents and warrants that during the time Seller has leased, owned or controlled the Property, neither Seller, nor, to the Seller’s actual knowledge, any third party, has used, generated, manufactured, produced, transported or stored or disposed of, on, under or above the Property, transported to or from the property any inflammable explosives, asbestos, radioactive materials, hazardous waste, toxic substances or related hazardous materials, whether injurious by themselves or in combination with other materials (collectively “Hazardous Materials”) in violation of applicable law, except that Seller has informed Buyer that Seller or Seller’s affiliated companies have used pesticides and other chemicals on the Property in connection with agricultural operations and that some of the pesticides or other chemicals, including but not limited to arsenic, may remain on the Property. For the purpose of this Agreement, Hazardous Materials include but are not limited to substances defined as “hazardous or toxic substances”, “hazardous or toxic materials”, or “hazardous or toxic wastes”, or other form of pollutant or contaminants including petroleum, asbestos, polychlorinated biphenyls and radioactive materials in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et. seq.; Hazardous Materials Transportation Act, 49 U.S.C. §5101, et. seq.; Resource Conservation and Recovery Act, 42 U.S.C. §6901, et. seq.; 42 U.S.C. Section 7401 et. seq., 33 U.S.C. Section 1251 et. seq.; and in the regulations adopted and publications promulgated pursuant to said laws and in any relevant or corresponding or supplemental laws, of the State of Hawaii or any municipality thereof, together with any successor or amended laws or regulations as may be hereinafter promulgated, or new regulations or laws similarly purporting to regulate substances used, generated, disposed of or situated in real property which are hereinafter enacted. Upon the Close of Escrow, Buyer shall be deemed to have released Seller and Seller’s officers, directors, shareholders, employees, agents, subsidiary and partner corporation, affiliated entities, predecessors, successors, and assigns, from all claims, losses, liabilities, damage, fines, causes of action, penalties, costs and expenses (including without limitation, reasonable attorneys’ fees and costs) arising from or relating to any use of, or conduct or presence on the Property of any Hazardous Materials, including without limitation, the use, generation, storage, release, transportation, presence, and discharge of any hazardous waste or toxic substance (as defined under any applicable federal, state or local code, statue, ordinance or rule) or of any petroleum or hydrocarbon product or by-product, except for Seller’s representation and warranties set forth in Section 10.3, the Closing Certificate and other documents delivered by Seller at Closing and the other provisions in this Agreement that expressly survive Closing.
15. TAX DEFERRED EXCHANGE. Seller reserves the right to structure the conveyance of the Property to Buyer as a tax-deferred exchange under Section 1031 of the Code. Seller may assign this Agreement to a qualified intermediary in order to facilitate the Code Section 1031 exchange transaction. Seller and Buyer agree to, at no cost to the other, cooperate in effecting such transaction, including, without limitation, consenting to the assignment of this Agreement to a qualified intermediary, provided that any such exchange transaction, and the related documentation, shall: (a) not require Seller or Buyer to execute any contract (other than as set forth herein), make any commitment, or incur any obligations, contingent or otherwise, to third parties which would expand Seller’s or Buyer’s obligations beyond this Agreement, (b) not delay the Closing or the transaction contemplated by this Agreement, or (c) not include Seller’s or Buyer’s acquiring title to any other property. The obligations of Buyer under this paragraph shall survive the Closing and shall not be merged therein.
16. PUBLIC DISCLOSURE. Prior to Closing, any release to the public of information with respect to the sale contemplated herein or any matters set forth in this Agreement will be made only in the form approved by Buyer and Seller and their respective counsel, except that Seller may make any disclosure Seller reasonably believes is necessary to comply with applicable law or prudent as a publicly traded company.
18. EXECUTION. This Agreement may be executed in counterparts and signatures delivered by electronic means or fax transmission shall be valid and binding for all purposes.
[Signatures on Following Page]
IN WITNESS WHEREOF Seller and Buyer have executed this Agreement as of the Effective Date.
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“BUYER”
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“SELLER” |
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DC KAPALUA 1 PROPERTY, LLC
By:
By: /s/ Name: Its: CEO |
MAUI LAND & PINEAPPLE COMPANY, INC.
By: /s/ Race Randle Name: Race Randle Title: CEO |
“The exhibits and schedules are omitted in accordance with Item 601(a)(5) of Regulation S-K. The Registrant will furnish a copy of any omitted exhibit or schedule to the Securities and Exchange Commission supplementally upon request.”
Exhibit 10.12X
May 27, 2026
RE: OFFER OF EMPLOYMENT
Dear Ryan,
We are pleased to offer you employment with Maui Land & Pineapple Company, Inc. ("MLP," "Company," "we," "us," or "our"). Once you have signed and returned this letter to us, it will become a binding contract between you and the Company on the following terms and conditions:
1. Position: Your title will be Chief Investment Officer, reporting to the Chief Executive Officer ("CEO"). You will primarily work at the Company's offices located in Kapalua at 500 Office Road Lahaina, HI 96761 and in Hali’imaile at 870 Hali’imaile Road, Makawao, HI 96768, except when business matters require work to be performed at an alternate location. You may work remotely occasionally when business matters permit.
2. Primary Responsibilities. As CIO, you will be responsible for leading the Company's investment strategy and driving the growth of our real estate portfolio. You will bring a proven track record in land and real estate development transactions and deep expertise in structuring and negotiating complex deals. This role requires strategic thinking with a hands-on approach to identifying, evaluating, and executing a wide range of investment opportunities, including partnerships, joint ventures, mergers, acquisitions, and dispositions. As a key member of our senior leadership team, you will oversee and be responsible for all aspects of our real estate investment and investor relations activities. Your key responsibilities will include:
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Investment Strategy: Develop and execute a comprehensive investment strategy that aligns with the Company's long-term goals, focusing on land development, commercial real estate, and strategic acquisitions. |
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Transaction Execution: Lead the entire lifecycle of investment transactions, from sourcing to close, including, but not limited to initial underwriting, due diligence and negotiation. Such transactions include, land acquisitions, development projects, and asset sales. |
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Deal Structuring: Structure and negotiate complex transactions, including joint ventures, partnerships, and other co-investment vehicles to optimize risk and return. Evaluate and execute potential mergers and acquisitions that align with our strategic objectives. |
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Portfolio Management: Oversee the Company's existing real estate portfolio, identifying opportunities for value enhancement, asset monetization, and strategic dispositions to recycle capital and maximize returns. |
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Financial Analysis: Lead the financial modeling, valuation, and analysis of all potential investments. Prepare and present detailed investment memoranda and recommendations to the CEO and Board of Directors (the "Board"). |
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Investor Relations: In partnership with the CEO and CFO, serve as a key spokesperson for the Company's investment strategy to its shareholders, analysts, and the broader investment community. Clearly articulate the Company's value proposition, investment performance, and long-term growth initiatives. |
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Market Intelligence: Maintain a deep understanding of the Maui and broader Hawaii real estate markets, including economic trends, competitive landscape, and regulatory environment, to inform investment decisions. |
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Leadership & Collaboration: Work closely with the CEO, CFO, and other members of the executive team to drive strategic initiatives. Build and maintain strong relationships with landowners, developers, investors, brokers, and government authorities. |
By signing this Offer Letter, you understand that the specific duties and responsibilities of the CIO are subject to modification, supplementation, change or deletion by the CEO.
This is a full-time position, and you will be expected to devote all of your working time and ability to the performance of your durities. You will also be expected to give the Company your undivided loyalty, and to refrain from any other employment or outside activity, unless you first obtain the written consent of the CEO and such activity does not interfere with your duties to the Company. You represent that you are not subject to any existing contracts that would limit your ability to work for the Company.
3. Compensation: You will be paid a base salary at the rate of $380,000 per year, minus withholding and appropriate payroll deductions, payable thorugh the Company's regular payroll. Your position is classified as exempt from overtime under federal and state wage and hour laws. You will also be eligible to participate in the Company’s 2017 Equity and Incentive Award Plan (the “Plan”), effective as of and prorated from your date of hire. This determination will be made by the CEO, at his full discretion, and subject to approval required under the terms of the Plan. Your initial annual incentive target is 50% of you’re then-current annual salary, and your long-term incentive target is 90% of you’re then-current annual salary. Both your annual incentive and the long-term incentive awards are paid in restricted stock and are subject to the terms of the Plan and award agreements granted under the Plan. Your annual incentive award will be paid following our Compensation Committee’s approval, which typically happens in February of each year, and such restricted stock vests immediately. The long-term incentive is also awarded in or around February and has a 3-year vesting period, meaning that it will vest ratably over 12 quarters. In total, your target total annual direct compensation is $912,000.
You will be eligible for participation in the Executive Severance Plan upon meeting the required qualifications of the plan and subject to Board approval.
Your compensation shall be paid in accordance with the Company’s regular pay practices. All compensation shall be subject to applicable withholdings and deductions.
You will be provided a relocation allowance in the amount of up to $75,000 post-tax. You shall submit your relocation expenses to the CEO or Chief Financial Officer ("CFO") with receipts, and the reimbursement will be processed via payroll. Relocation expenses will be grossed up for payroll taxes and the full cost of relocation expenses paid, as grossed up, will be reimbursed up to the stipulated limit.
4. Benefits: You will be eligible to participate in the employee benefit plans and programs currently provided by the Company in accordance with Company policy and the terms of the formal plan documents, as such may be modified or terminated from time to time, including medical, dental and vision coverage; flexible spending account; group life insurance, accidental death and dismemberment coverage; travel accident insurance; temporary and long-term disability insurance; 401(k) plan; and other benefit plans generally available commensurate with your position. You are also eligible to participate in the Employee Land/Lot Purchase Program and the Kapalua Club.
In the event of any dispute over the application or meaning of any benefit plan term or condition the Company’s interpretation shall govern.
5. Paid Time Off. You are permitted ten (10) days of paid time off ("PTO") in your first year of employment, which accrues at 3.077 hours per pay period. PTO will be pro-rated based on your start date.
6. Confidential Information: During your employment with the Company and at all times after termination of such employment, regardless of the reason for such termination, you shall hold all Confidential Information relating to the Company in strict confidence and shall not use, disclose or otherwise communicate the Confidential Information to anyone other than the Company without the prior written consent of the Company. “Confidential Information” includes, without limitation, business, operations, and financial information such as costs, profits and plans for future expansion or development, plans for rendering additional services, methods of operation and marketing concepts of Company, as well as employment policies and plans, trade secrets, any information related to projects in active development with state or county entitlements and other proprietary business information of the Company the disclosure of which would cause material harm to the Company’s business. “Confidential Information” shall not include information that is or becomes in the public domain through no action by you or information that is generally disclosed by the Company to third parties without restrictions on such third parties. Upon termination of employment, you shall immediately return all Confidential Information to the Company and any Company property in your possession or control.
7. Code of Business Conduct and Ethics: In accordance with the Company’s Code of Business Conduct and Ethics (“Code”), all employees are required to annually sign an acknowledgment stating that they have reviewed, understand, and agree to comply with the Code. The Code can be reviewed on the Company’s website.
8. Arbitration: In the event of a dispute arising out of the terms and conditions of this Offer of Employment, such dispute shall, absent settlement of the parties, be promptly resolved by final and binding arbitration on the island of Maui, in the State of Hawaii. The arbitration shall be conducted pursuant to the Federal Arbitration Act and the JAMS Employment Arbitration Rules and Procedures by a single arbitrator mutually agreed upon by you and the Company. The arbitrator shall be required to abide by the provisions of this Offer of Employment and the arbitrator shall not modify or alter same.
A judgment upon the award may be entered in any court having jurisdiction over you and the Company.
In arbitration, you and the Company shall bear your own costs, fees and expenses of presenting your case, and one-half of the arbitrator’s fees and administrative expenses, unless otherwise ordered by the arbitrator for cause shown.
By entering into this agreement, you will be required to use arbitration to resolve all disputes and claims. You understand and agree that you are waiving any right to a judicial resolution of any dispute or claim either you or the Company may have and instead to resolve any dispute or claim through final and binding arbitration.
9. Reference Check and Pre-Employment Testing: This Offer of Employment is contingent upon the results of your reference and background check and a successful completion of the Company’s pre-employment testing and screening.
10. Severability: Each provision in this Offer of Employment is separate. If necessary to effectuate the purpose of a particular provision, the Offer of Employment, in whole or in part, is held to be invalid or unenforceable, you agree that any such provision shall be deemed modified to make such provision enforceable to the maximum extent permitted by applicable law. As to any provision held to be invalid or unenforceable, the remaining provisions of this Offer of Employment shall remain in effect.
11. Term of Employment: The Company is an at-will employer. Your employment is not guaranteed for any specific period of time and can be terminated at any time by you or the Company with or without cause. Nothing in this letter or the terms of your compensation should be construed as an implied guarantee of continued employment. This provision for employment at will supersedes all other agreements and understandings concerning termination or other changes in the terms of your employment, whether oral, written, expressed or implied. This provision can be changed only in a formal written contract signed by you and a duly authorized representative of the Company. If you elect to resign, you shall provide the Company with at least 30 days advanced written notice.
This offer of employment will expire if not signed by both parties by 5:00 pm on May 30th, 2026.
Offer of Employment is accepted this 28th day of May 2026.
Signature: /s/ Ryan Panopio
Name: Ryan Panopio
Maui Land & Pineapple Company, Inc.
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/s/ Race A. Randle |
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Race A. Randle / CEO |
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Date: May 28, 2026 |
Exhibit 31.1
Certification of CEO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Race Randle, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 14, 2026 |
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/s/ RACE RANDLE |
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Name: |
Race Randle |
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Title: |
Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
Certification of CFO Pursuant to
Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Wade K. Kodama, certify that:
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1. |
I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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Date: August 14, 2026 |
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/s/ WADE K. KODAMA |
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Name: |
Wade K. Kodama |
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Title: |
Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32.1
The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Certification
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Race Randle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented. |
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/s/ RACE RANDLE |
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Race Randle |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Date: August 14, 2026 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Certification
Pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented. |
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/s/ WADE K. KODAMA |
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Wade K. Kodama |
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Chief Financial Officer |
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(Principal Financial Officer) |
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Date: August 14, 2026 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.