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What changed in MAUI LAND & PINEAPPLE CO INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MAUI LAND & PINEAPPLE CO INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+140 added−118 removedSource: 10-K (2026-04-01) vs 10-K (2025-03-31)

Top changes in MAUI LAND & PINEAPPLE CO INC's 2025 10-K

140 paragraphs added · 118 removed · 106 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

21 edited+0 added−0 removed23 unchanged
Biggest changeThe project is currently planned to include up to 196 residential units and 61,000 square feet of commercial space. In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On April 11, 2023, we regained control of the project from the buyer.
Biggest changeIn December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On April 11, 2023, we regained control of the project from the buyer after the purchase agreement terminated due to the buyer failing to extend the applicable construction completion deadline under a Special Management Area (“SMA”) permit.
We own approximately 22,300 acres of land and 247,000 square feet of commercial property on the island of Maui, Hawai‘i which we put into productive use by planning, managing, developing, and selling residential, resort, commercial, agricultural, and industrial real estate through three business segments: Land Development & Sales : Our land development and sales operations consist of land planning and entitlement, development, development related construction, and sales activities.
We own approximately 22,300 acres of land and 247,000 square feet of commercial property on the island of Maui, Hawai‘i which we put into productive use by planning, managing, developing, and selling residential, resort, commercial, agricultural, and industrial real estate through three business segments: Land Development and Sales : Our land development and sales operations consist of land planning and entitlement, development, development related construction, and sales activities.
Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan. As of this filing, we are underway with development activities including planning, design, and subdivision for all land in Hali‘imaile. In December 2023, we entered into a joint venture, BRE2 LLC, with Stone Properties, a Maui based developer.
Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan. As of this filing, we are underway with development activities including planning, design, and subdivision for all land in Hali‘imaile. In December 2023, we entered into a joint venture, BRE2 LLC (“BRE2”), with Stone Properties, a Maui based developer.
Upcountry Maui - Hali'imaile Town: Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town. We own approximately 1,485 acres in Hali‘imaile zoned for agriculture, light industrial, and business. The majority of this land is in the federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone.
Upcountry Maui - Hali'imaile Town: Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town. We own approximately 1,485 acres in Hali‘imaile zoned for agriculture, light industrial, and business. The majority of this land is in a federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone.
The remaining project area encompasses approximately 930 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, resort amenities, and an additional golf course or recreational space. As of this filing, planning and pre-development efforts are underway for the project.
The remaining project area encompasses approximately 922 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, resort amenities, and an additional golf course or recreational space. As of this filing, planning and pre-development efforts are underway for the project.
We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community. 1 Table of Contents In 2024, under new leadership, our primary activities in this segment focused on the marketing and sale of non-strategic parcels and initiating the development of active projects.
We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community. 1 Table of Contents In 2024, our primary activities in this segment focused on the marketing and sale of non-strategic parcels and initiating the development of active projects.
In addition to strategic planning of our entire asset portfolio, we have approximately 7,985 acres of land on Maui that are in various stages of active planning and development process.
In addition to strategic planning of our entire asset portfolio, we have approximately 7,954 acres of land on Maui that are in various stages of active planning and development process.
The following is a summary of our landholdings in approximate number of acres as of December 31, 2024: West Maui Upcountry Maui Total Commercial/Industrial 19 - 19 Residential/Resort/Mixed-use 866 - 866 Agricultural 8,871 1,485 10,356 Conservation/watershed 11,045 - 11,045 Total 20,801 1,485 22,286 Revenues from our Land Development and Sales segment totaled approximately $520,000, or 5% of our total operating revenues for the year ended December 31, 2024.
The following is a summary of our landholdings in approximate number of acres as of December 31, 2025: West Maui Upcountry Maui Total Commercial/Industrial 19 - 19 Residential/Resort/Mixed-use 866 - 866 Agricultural 8,871 1,485 10,356 Conservation/watershed 11,045 - 11,045 Total 20,801 1,485 22,286 Revenues from our Land Development and Sales segment totaled approximately $5,811,000, or 30% of our total operating revenues for the year ended December 31, 2025.
The following summarizes information related to our commercial, retail and industrial leases as of December 31, 2024: Total Average Lease Square Occupancy Expiration Footage Percentage Dates Kapalua Resort 72,169 85% 2025-2032 Other West Maui 40,050 98% 2025-2034 Upcountry Maui 135,109 82% 2025-2032 2 Table of Contents Agricultural Leases – We own, market, and lease approximately 10,300 acres of diversified agriculture, ranching, renewable energy, eco tours, and activities in West and Upcountry Maui.
The following summarizes information related to our commercial, retail and industrial leases as of December 31, 2025: Total Average Lease Square Occupancy Expiration Footage Percentage Dates Kapalua Resort 72,169 85% 2026-2038 Other West Maui 40,050 98% 2025-2034 Upcountry Maui 135,109 82% 2026-2034 Agricultural Leases – We own, market, and lease approximately 10,300 acres of diversified agriculture, ranching, renewable energy, eco tours, and activities in West and Upcountry Maui.
Employees As of December 31, 2024, we had fifteen employees, fifteen of which were full-time employees. None of our employees are members of a collective bargaining group. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees.
Employees As of December 31, 2025, we had twenty employees, all of whom were full-time employees. None of our employees are members of a collective bargaining group. We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees.
Revenues from our Leasing segment totaled $9.6 million, or approximately 83% of our total operating revenues for the year ended December 31, 2024. Commercial and Industrial Leases – We are the owner and lessor of approximately 247,328 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities.
Revenues from our Leasing segment totaled $12.8 million, or approximately 66% of our total operating revenues for the year ended December 31, 2025. Commercial and Industrial Leases – We are the owner and lessor of 247,328 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities.
The following is a summary of our active land development projects as of December 31, 2024: Approximate Zoned for Approximate Project Location/Project Number of Acres Planned Use Start/End Dates Upcountry Maui - Baldwin Ranch Estates Phase 2 (JV) 31 Yes 2024-2025 West Maui - Kapalua Resort - Makai 37 Yes 2024-2034 West Maui - Kapalua Resort - Central 46 Yes 2024-2031 West Maui - Kapalua Resort - Mauka 927 Yes 2024-2034 West Maui - State Temporary Housing 50 Yes 2024-2026 Upcountry Maui - Hali'imaile Ranch 325 Yes 2024-2031 West Maui - Honokeana Farms 1,503 Yes 2024-2033 West Maui - Kapalua Ranch 915 Yes 2025-2030 Upcountry Maui - Hali‘imaile Farms 757 Yes 2025-2034 West Maui - Kahana Farms 3,046 Yes 2025-2036 Upcountry Maui - Hali‘imaile Farm Land 348 Yes 2025-2035 Total 7,985 We are engaged in planning, permitting and entitlement activities of real estate development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit: West Maui - Kapalua Resort: We began development of the Kapalua Resort in the early 1970’s.
The following is a summary of our active land development projects as of December 31, 2025: Approximate Approximate Project Location/Project Number of Acres Zoned for Planned Use Start/End Dates West Maui - Kapalua Resort - Makai 36 Yes 2024-2034 West Maui - Kapalua Resort - Central 46 Yes 2024-2031 West Maui - Kapalua Resort - Mauka 922 Yes 2024-2034 West Maui - State Temporary Housing 50 Yes 2024-2026 Upcountry Maui - Hali'imaile Ranch 325 Yes 2024-2031 West Maui - Honokeana Farms 1,480 Yes 2024-2033 West Maui - Kapalua Ranch 914 Yes 2025-2030 Upcountry Maui - Hali‘imaile Farms 757 Yes 2025-2041 West Maui - Kahana Farms 2,840 Yes 2025-2036 Upcountry Maui - Hali‘imaile Farm Land 348 Yes 2025-2035 Total 7,718 We are engaged in planning, permitting and entitlement activities of real estate development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit: West Maui - Kapalua Resort: We began development of the Kapalua Resort in the early 1970s.
Revenues from our Resort Amenities segment totaled $1.4 million, or approximately 12% of our total operating revenues for the year ended December 31, 2024. The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.
Revenues from our Resort Amenities segment totaled $0.8 million, or approximately 4% of our total operating revenues for the year ended December 31, 2025. 3 Table of Contents The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.
Kapalua Makai is a 37-acre project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park. The land has State and County land use entitlements to deliver up to up to 573 residences, 349 hotel units, and new commercial and/or resort amenities.
Kapalua Makai is a 36-acre project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park. The land has State and County land use entitlements to deliver up to 573 residences, 349 hotel units, and new commercial and/or resort amenities. As of this filing, planning efforts are in process for this project.
Our land holdings in West Maui are highly desired due to their proximity to beaches and amenities, along with a natural grade which provides a majority of the land with unobstructed ocean views.
Our land holdings in West Maui have historically been highly desired due to their proximity to both beaches and mountains as well as amenities, along with a natural grade which provides a majority of the land with unobstructed ocean views.
The joint venture developed approximately 31 acres in Hali‘imaile Town into two ranch lots. The LLC sold one ranch lot during the year ended December 31, 2024. The second ranch lot sold and closed in February 2025.
The joint venture developed approximately 31 acres in Hali‘imaile Town into two ranch lots. BRE2 sold one ranch lot during the year ended December 31, 2024.
We are currently processing an extension of a Special Management Area (“SMA”) permit issued by the County of Maui. We are actively working with our consultants and engaging with the community in preparation for the permit extension, which is anticipated to occur in 2025 or 2026.
We are currently processing an extension under the SMA permit issued by the County of Maui for the property. We are actively working with our consultants and engaging with the community in preparation for the permit extension, which is anticipated to occur in 2026.
As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners, other sources, or a combination of these methods.
The second ranch lot sold and closed in February 2025. 2 Table of Contents As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners, other sources, or a combination of these methods.
The price and market for resort and other real estate in Maui is generally cyclical and influenced significantly by interest rates, other real estate markets in the mainland United States, specifically the west coast, where Hawai‘i is a popular location for vacations and the second-home market, the general condition of the economy in the United States and Asia, and the relationship of the dollar to foreign currencies.
The price and market for resort and other real estate in Maui is generally cyclical and influenced by various factors, including but not limited to (i) interest rates, (ii) other real estate markets in the mainland United States, specifically the west coast, where Hawai‘i is a popular location for vacations and the second-home market, (iii) the general condition of the economy in the United States and Asia, (iv) the relationship of the dollar to foreign currencies, (v) natural disasters, including wildfires and floods, (vi) environmental regulations, and (vii) tourism trends.
As of this filing, planning efforts are in process the project. Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort. It is comprised of 46 acres and State and County land use entitlements have been secured for this project.
Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort. It is comprised of 46 acres and State and County land use entitlements have been secured for this project. The project is currently planned to include up to 196 residential units and 61,000 square feet of commercial space.
We also make available through our website all filings of our executive officers and directors on Forms 3, 4 and 5 pursuant to Section 16 of the Exchange Act. These filings are also available on the SEC’s website at www.sec.gov.
These filings are also available on the SEC’s website at www.sec.gov.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUntil such time as commercial activity and tourism return to normal levels, the impact of the wildfires may continue to negatively impact operations. Our insurance coverages may be inadequate to cover any losses we incur. We maintain various insurance coverages for our business.
Biggest changeUntil such time as commercial activity and tourism return to normal levels, the impact of the wildfires continues to negatively impact operations as it did through 2025. Our insurance coverages may be inadequate to cover any losses we incur. We maintain various insurance coverages for our business.
We cannot be assured that we will be able to work with our lenders to amend our credit facility covenants in response to changes in accounting standards. 7 Table of Contents Security incidents through cyber-attacks, cyber intrusions, or other methods could disrupt our information technology networks and related systems, cause a loss of assets or loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could result in substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.
We cannot be assured that we will be able to work with our lenders to amend our credit facility covenants in response to changes in accounting standards. 8 Table of Contents Security incidents through cyber-attacks, cyber intrusions, or other methods could disrupt our information technology networks and related systems, cause a loss of assets or loss of data, give rise to remediation or other expenses, expose us to liability under federal and state laws, and subject us to litigation and investigations, which could result in substantial reputational damage and materially and adversely affect our business, financial condition, results of operations, cash flows, and the market price of our common stock.
The market for real estate on Maui and in Hawai‘i generally tends to be highly cyclical and is typically affected by numerous changes in local, national, and worldwide conditions, especially economic conditions, many of which are beyond our control, including the following: • periods of economic uncertainty and weakness in Hawai‘i and in the United States generally; • uncertainties and changes in U.S. social, political, regulatory, and economic conditions or laws and policies, and concerns surrounding ongoing developments in the European Union, the Middle East and Asia; • high unemployment rates and low consumer confidence; • the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; • energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawai‘i; • local, state, and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than what we believe our property is worth; • the popularity of the Kapalua Resort area, the island of Maui, and the State of Hawai‘i as a vacation destination or second home market; • the relationship of the dollar to foreign currencies; • tax law changes, including limits or potential elimination of the deductibility of certain mortgage interest expenses, real property taxes and employee relocation expenses; and/or • acts of God, such as wildfires as recently experienced on Maui, tsunamis, hurricanes, earthquakes, and other natural disasters, including the impacts of the COVID-19 pandemic and its variants.
The market for real estate on Maui and in Hawai‘i generally tends to be highly cyclical and is typically affected by numerous changes in local, national, and worldwide conditions, especially economic conditions, many of which are beyond our control, including the following: • periods of economic uncertainty and weakness in Hawai‘i and in the United States generally; • uncertainties and changes in U.S. social, political, regulatory, and economic conditions or laws and policies, and concerns surrounding ongoing developments in the European Union, the Middle East and Asia; • high unemployment rates and low consumer confidence; • the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; • energy costs, including fuel costs, which could impact the cost and desirability of traveling to Hawai‘i; • local, state, and federal government regulation, including eminent domain laws, which may result in a taking for less compensation than what we believe our property is worth; • the popularity of the Kapalua Resort area, the island of Maui, and the State of Hawai‘i as a vacation destination or second home market; • the relationship of the dollar to foreign currencies; • tax law changes, including limits or potential elimination of the deductibility of certain mortgage interest expenses, real property taxes and employee relocation expenses; and/or • acts of God, such as wildfires as recently experienced on Maui, tsunamis, hurricanes, earthquakes, and other natural disasters, including the impacts of pandemic.
In addition, in the current economic environment, equity real estate investments may be difficult to sell quickly and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions. 4 Table of Contents Because we are located in Hawai ‘ i and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, such as spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations.
In addition, in the current economic environment, equity real estate investments may be difficult to sell quickly, and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions. 5 Table of Contents Because we are located in Hawai ‘ i and therefore apart from the mainland United States, our financial results are more sensitive to certain economic factors, such as spending on tourism and increased fuel and travel costs, which may adversely impact and materially affect our business, financial condition and results of operations.
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. 8 Table of Contents 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.
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. 9 Table of Contents 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.
If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates. 9 Table of Contents We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.
If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates. 10 Table of Contents We may need additional funds which, if available, could result in significant dilution to our stockholders, have superior rights to our common stock and contain covenants that restrict our operations.
If we were to become obligated under such arrangements or become subject to the risks associated with joint venture relationships, our business, financial condition and results of operations may be adversely affected. 5 Table of Contents If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected.
If we were to become obligated under such arrangements or become subject to the risks associated with joint venture relationships, our business, financial condition and results of operations may be adversely affected. 6 Table of Contents If we are unable to complete land development projects within forecasted time and budget expectations, if at all, our financial results may be negatively affected.
In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors, our financial results could be materially adversely affected. 6 Table of Contents We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development.
In many cases, our competitors are larger than us and have greater access to capital. If we are unable to compete with these competitors, our financial results could be materially adversely affected. 7 Table of Contents We may be subject to certain environmental regulations under which we may have additional liability and experience additional costs for land development.
For additional information, refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report. 3 Table of Contents Risks Related to our Business Unstable macroeconomic market conditions could materially and adversely affect our operating results. Our operations and performance depend on worldwide economic conditions.
For additional information, refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements” within this Annual Report. 4 Table of Contents Risks Related to our Business Unstable macroeconomic market conditions could materially and adversely affect our operating results. Our operations and performance depend on worldwide economic conditions.
In addition, we cannot be certain that such insurance coverages will remain available to us in the future on commercially reasonable terms, or at all. Risks Related to Indebtedness We have entered into a credit agreement for a $15.0 million revolving line of credit facility with a bank.
In addition, we cannot be certain that such insurance coverages will remain available to us in the future on commercially reasonable terms, or at all. Risks Related to Indebtedness We have entered into a credit agreement for a $25.0 million revolving line of credit facility with a bank.
The credit facility has a maturity date of December 31, 2025 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations, and adversely affect our operations and financial results.
The credit facility has a maturity date of December 31, 2030 and its terms include certain financial and operating covenants, which if we fail to satisfy, could accelerate our repayment obligations, and adversely affect our operations and financial results.
The Board approved the termination of the Defined Plan and the Non-qualified Plan in 2023 . The funded status and our ability to satisfy the future obligations of the plan is affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants.
The Board approved the termination of the Defined Plan and the Non-qualified Plan in 2023 . The funded status and our ability to satisfy the future obligations of the plans are affected by, among other things, changes in interest rates, returns from plan asset investments, and actuarial assumptions including the life expectancies of the plan’s participants.
Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices. The average daily trading volume in our common stock for the year ended December 31, 2024 was approximately 19,000 shares.
Trading in our stock over the last twelve months has been limited, so investors may not be able to sell as much stock as they want at prevailing prices. The average daily trading volume in our common stock for the year ended December 31, 2025 was approximately 21,000 shares.
Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2024.
Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2025.
In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the threat, or perceived threat, of the spread of contagious diseases, such as COVID-19 and its variants, could negatively affect a potential visitor’s choice of vacation destination or second home location or result in travel bans that could, as a result, have a material adverse impact on our business, financial condition and results of operations.
In addition, the threat, or perceived threat, of heightened terrorist activity in the United States or other geopolitical events, or the threat, or perceived threat, of the spread of contagious diseases, including the impacts of pandemics, could negatively affect a potential visitor’s choice of vacation destination or second home location or result in travel bans that could, as a result, have a material adverse impact on our business, financial condition and results of operations.
Risks Relating to our Stock Our stock price has been subject to significant volatility. During the year ended December 31, 2024, the low and high share prices of our common stock ranged from $16.43 to $26.01. Our stock price has been, and may continue to be, subject to significant volatility.
Risks Relating to our Stock Our stock price has been subject to significant volatility. During the year ended December 31, 2025, the low and high share prices of our common stock ranged from $13.84 to $22.23. Our stock price has been, and may continue to be, subject to significant volatility.
Added
In addition, Steve Case, a member of our board of directors, has pledged an aggregate of 8,993,750 shares as collateral security for certain obligations to Bank of Hawaii and First Hawaiian Bank.
Added
Any foreclosure or forced sale of these pledged shares could alter the composition of our stockholder base in a manner that increases the difficulties to obtain the requisite support for an acquisition or change in control favored by other stockholders.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur assessment and management of material risks from cybersecurity threats are integrated into our overall risk management processes, including by prioritizing our risk management processes and mitigating cybersecurity threats that are more likely to lead to a material impact to our business.
Biggest changeOur assessment and management of material risks from cybersecurity threats are integrated into our overall risk management processes. We prioritize cybersecurity risks based on their potential impact and likelihood, focusing our resources on mitigating threats that are more likely to lead to a material impact to our business results of operations, or financial condition.
We use third -party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including, for example, professional services firms, cybersecurity consultants, managed cybersecurity service providers, penetration testing firms, and forensics investigators as needed.
We use third -party service providers to assist us from time to time to identify, assess, and manage material risks from cybersecurity threats, including, professional services firms, cybersecurity consultants, managed cybersecurity service providers, penetration testing firms, and forensics investigators as needed.
They work to identify and assess risks from cybersecurity threats by monitoring and evaluating the threat environment using various methods including manual and automated tools, subscribing to reports and services that identify cybersecurity threats, evaluating our and our industry’s risk profile, conducting audits and threat assessments, conducting vulnerability assessments, and external threat intelligence.
They work to identify and assess risks from cybersecurity threats by monitoring and evaluating the threat environment using various methods including manual and automated tools, subscribing to reports and services that identify cybersecurity threats, evaluating our and our industry’s risk profile, conducting periodic audits and threat assessments, conducting regular vulnerability assessments, and utilizing external threat intelligence.
Our cybersecurity risk assessment and management processes are implemented and maintained by certain Company management, including our IT Manager, who has twenty-five years of experience in cybersecurity, networking and system engineering. 10 Table of Contents
Our cybersecurity risk assessment and management processes are implemented and maintained by certain members of Company management, including our IT Manager, who has twenty-five years of experience in cybersecurity, networking and system engineering. 11 Table of Contents
We have a vendor management program to manage cybersecurity risks associated with our use of these providers which includes, depending on the vendor, nature of the services provided, and sensitivity of the Information Systems and Data at issue: different levels of assessment designed to help identify cybersecurity risks associated with the vendor, security questionnaires, review of security assessments, and imposition of contractual obligations related to cybersecurity.
We have a vendor management program to manage cybersecurity risks associated with our use of these providers which includes, depending on the vendor, nature of the services provided, and sensitivity of the Information Systems and Data at issue: risk based assessments designed to help identify cybersecurity risks associated with the vendor, security questionnaires, review of independent security assessments, and imposition of contractual obligations related to cybersecurity.
Depending on the environment, system, and data, we implement and maintain certain technical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: incident response procedures, vulnerability management process, disaster recovery/business continuity plans, encryption, network security controls, user access controls including multifactor authentication and role-based access, data segregation, asset management, systems monitoring, vendor risk management program, employee training, penetration testing and cybersecurity insurance.
Depending on the environment, system, and data, we implement and maintain certain technical and organizational measures, processes, standards and policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, detection and incident response procedures, vulnerability management process, disaster recovery/business continuity plans, encryption, network security controls, user access controls including multifactor authentication and role-based access, data segregation, asset management, continuous systems monitoring, vendor risk management program, employee training, penetration testing and cybersecurity insurance with coverage limits appropriate to our risk profile.
We are not aware of having experienced any cybersecurity threats or incidents to date that have materially affected or are reasonably likely to materially affect our business, results of operation or financial condition. Governance Our Board oversees the Company’s cybersecurity risk management as part of its general oversight function.
As of the date of this Annual Report, we have not experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, results of operation or financial condition. Governance Our Board oversees the Company’s cybersecurity risk management as part of its overall risk oversight function.
The Audit committee is responsible for overseeing our cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Audit Committee periodically reports to the Board regarding the committee’s oversight of cybersecurity risk matters.
The Audit Committee is responsible for overseeing our cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity threats. The Audit Committee reports to the Board at least quarterly regarding its oversight of cybersecurity risk matters.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following is a summary of the approximate acreage of our landholdings as of December 31, 2024: Acres West Maui 20,801 Upcountry Maui 1,485 Total 22,286 Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet.
Biggest changeThe following is a summary of the approximate acreage of our landholdings as of December 31, 2025: Acres West Maui 20,801 Upcountry Maui 1,485 Total 22,286 Our West Maui landholdings are comprised of several, largely contiguous parcels that extend from the sea to the top of the second largest mountain on Maui, at an elevation of approximately 5,700 feet.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe DOH agreed to defer the Order as we continue to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The construction of additional leach fields and installations of a surface aerator, sludge removal system, and natural pond cover using water plants were completed.
Biggest changeThe DOH agreed to defer the Order while we implement an approved corrective action plan to address the facility’s wastewater effluent issues. The construction of additional leach fields and installations of a surface aerator, sludge removal system, and natural pond cover using water plants were completed. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges.
Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. A feasibility study was prepared and submitted identifying various technical solutions that could be implemented to resolve the Order. We submitted a plan and proposed solution to resolve the Order. The plan included the installation of an additional pond that will be lined and installed with aerators.
A feasibility study was prepared and submitted identifying various technical solutions that could be implemented to resolve the Order. We submitted a plan and proposed solution to resolve the Order. The plan included the installation of an additional pond that will be lined and installed with aerators.
Item 3. LEGAL PROCEEDINGS On December 31, 2018, the State of Hawai‘i Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to our Upcountry Maui wastewater treatment facility. The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in our former agricultural operations.
Item 3. LEGAL PROCEEDINGS DOH Order On December 31, 2018, the State of Hawai‘i Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to our Upcountry Maui wastewater treatment facility.
The Company continues to make progress with the DOH and is awaiting approval of submitted engineering and design drawings from the State of Hawai‘i at the time of filing the Form 10-K. 11 Table of Contents We have accrued approximately $23,000 related to the administrative penalty as of December 31, 2024.
The Company continues to make progress with the DOH and was, as of the date of this Annual Report, awaiting approval of submitted engineering and design drawings from the State of Hawai‘i. 12 Table of Contents We have accrued approximately $23,000 related to the administrative penalty as of December 31, 2025.
The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and improvements to the wastewater treatment plant.
The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in our former agricultural operations. The facility is made up of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and improvements to the wastewater treatment plant.
We are presently unable to estimate the remaining amount, or range of amounts, of any probable liability, if any, related to the Order and no additional provision has been made in the accompanying financial statements. From time to time, we are a party to various legal proceedings, disputes, and other claims, arising in the ordinary course of business.
We are currently unable to estimate the remaining amount, or range of amounts, of any probable liability, if any, related to the Order. Accordingly, no additional provision has been made in the accompanying financial statements.
Added
Maui County Water Filtration Settlement Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers have agreed to pay for 90% of capital costs to install filtration systems in any future water wells if the presence of a nematicide, commonly known as DBCP, exceeds specified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells.
Added
The Company paid approximately $23,000 for the reimbursement of filtration and maintenance costs during the years ended December 31, 2025 and 2024. At the time of filing this Annual Report, the Company is not aware of any plans by the County of Maui to install other filtration systems or to drill any water wells in areas affected by agricultural chemicals.
Added
Accordingly, no reserve for costs relating to any future wells has been recorded because the Company cannot reasonably estimate the possible amount, or range of amounts, if any, of any probable liability.
Added
Honokohau Stream Irrigation Water Dispute On August 18 , 2025, TY Management Corporation, which owns two golf courses, 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 (three owner associations located within the Kapalua Resort Association (“KRA”)), 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 Circuity Court of the Second Circuit, State of Hawaii.
Added
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. The Company's insurance carrier accepted the claim and tendered defense on behalf of the Company.
Added
In September 2025, the Company responded to the complaint and asserted counterclaims, including claims based on, alleged violations by Plaintiffs of irrigation-use restrictions intended to protect public trust purposes and fire protection for the entire Kapalua community as well as claims relating to alleged defamatory statements.
Added
At the time of filing this Annual 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.
Added
Since 2019, the availability of divertible water from Honokohau Stream has been reduced under Hawaii state law. In addition, the stream has experienced record low flows associated with historic drought conditions impacting the island of Maui.
Added
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 2024and August 2025, annual rainfall in Honokohau Valley was 46% of normal.
Added
As a result of reduced rainfall and Hawaii state law public trust uses, including drinking water and traditional practices, there has been less water available for private commercial irrigation.
Added
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. KRA's records reflect the annexed lands are part of Kapalua.
Added
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 Hawai‘i, against certain directors of KRA and the Company as declarant of KRA, alleging that the annexations and related voting rights are invalid.
Added
As a result of the disputes regarding the annexations and related voting rights, KRA’s annual meeting had not been held as of the date of this Annual Report, as required to be held by Hawaii statutes.
Added
On October 10, 2025, the Company, as a member of KRA and developer of Kapalua, petitioned the Second Circuit Court, State of Hawai‘i, to set the annual meeting. At the time of filing of this Annual Report, the financial impact to the Company, if any, cannot be determined or estimated.
Added
KRA is responsible for the defense of the directors named in the claim. The Company will fully defend against and prosecute the allegations. From time to time, we are a party to various legal proceedings, disputes, and other claims, arising in the ordinary course of business.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. MINE SAFETY DISCLOSURES Not applicable. PART II Item 5.
Biggest changeItem 4. MINE SAFETY DISCLOSURES Not applicable. 13 Table of Contents PART II Item 5.
MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the symbol “MLP.” As of March 27, 2025, there were 224 stockholders of record of our common stock, which do not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the NYSE under the symbol “MLP.” As of March 12, 2026, there were 218 stockholders of record of our common stock, which do not include beneficial owners of our common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

51 edited+17 added−12 removed40 unchanged
Biggest changeThe Company is focused on continuing to increase the occupancy of these agricultural lands to improve productivity via economic activity and local food production. 14 Table of Contents RESULTS OF OPERATIONS Comparison of Years Ended December 31, 2024 and 2023 CONSOLIDATED Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 11,565 $ 9,289 Segment operating costs and expenses (7,587 ) (6,547 ) General and administrative (4,297 ) (3,998 ) Share-based compensation (6,312 ) (2,846 ) Depreciation (723 ) (869 ) Operating loss (7,354 ) (4,971 ) Gain from derecognition of nonfinancial asset - 1,626 Loss on asset disposal 48 - Other income 924 707 Pension and other postretirement expenses (948 ) (436 ) Interest expense (61 ) (6 ) Net loss $ (7,391 ) (3,080 ) Net loss per Common Share - Basic $ (0.38 ) $ (0.15 ) Net loss per Common Share - Diluted $ (0.38 ) $ (0.15 ) LAND DEVELOPMENT AND SALES Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 520 $ - Operating costs and expenses (1,104 ) (595 ) Operating loss $ (584 ) $ (595 ) Land Development and Sales operating revenues include the sales of our real estate inventory.
Biggest changeThe Company is focused on continuing to increase the occupancy of these agricultural lands to improve productivity via economic activity and local food production. 16 Table of Contents RESULTS OF OPERATIONS Comparison of Years Ended December 31, 2025 and 2024 CONSOLIDATED Years Ended December 31, 2025 2024 (in thousands) Operating revenues $ 19,457 $ 11,565 Segment operating costs and expenses (13,807 ) (7,587 ) General and administrative (4,744 ) (4,297 ) Share-based compensation (4,318 ) (6,312 ) Depreciation (1,135 ) (723 ) Operating loss (4,547 ) (7,354 ) Gain from dercognition of nonfinancial asset - - Gain (Loss) on asset disposal (15 ) 48 Other income 1,111 924 Pension and other postretirement expenses (6,912 ) (948 ) Interest expense (216 ) (61 ) Net loss $ (10,579 ) (7,391 ) Net loss per Common Share - Basic and Diluted $ (0.54 ) $ (0.38 ) LAND DEVELOPMENT AND SALES Years Ended December 31, 2025 2024 (in thousands) Operating revenues $ 5,811 $ 520 Operating costs and expenses (3,963 ) (1,104 ) Operating income (loss) $ 1,848 $ (584 ) Land Development and Sales operating revenues include the sales of our real estate inventory.
We identified and addressed critical deferred maintenance in our town centers, allowing us to create spaces for many businesses who lost their location in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue over the past year while adding vibrancy and creating a sense of place in our communities.
We identified and addressed critical deferred maintenance in our town centers, allowing us to create spaces for many businesses who lost their locations in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue over the past year while adding vibrancy and creating a sense of place in our communities.
IMPACT OF INFLATION AND CHANGING PRICES Most land holdings we own were acquired from 1911 to 1932 and are carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.
IMPACT OF INFLATION AND CHANGING PRICES Most land holdings we own were acquired from 1911 to 1932 and are carried at cost. At the Kapalua Resort, some of the fixed assets were constructed and placed in service in the mid-to-late 1970s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.
Item 6. [RESERVED] Item 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our Annual Report on Form 10-K and audited consolidated financial statements and related notes are for the year ended December 31, 2024. The following discussion contains forward-looking statements that involve risks and uncertainties.
Item 6. [RESERVED] Item 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our Annual Report on Form 10-K and audited consolidated financial statements and related notes are for the year ended December 31, 2025. The following discussion contains forward-looking statements that involve risks and uncertainties.
Budgeted amounts are approximate estimates and can vary significantly based on a number of factors, Costs in excess of billings amounts may materially and adversely affect our operating results, liquidity and financial condition. 17 Table of Contents Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects.
Budgeted amounts are approximate estimates and can vary significantly based on a number of factors. Costs in excess of billings amounts may materially and adversely affect our operating results, liquidity and financial condition. 20 Table of Contents Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects.
There were no accrued interest receivable on held-to-maturity debt securities at December 31, 2024. • Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of operations.
There were no accrued interest receivable on held-to-maturity debt securities at December 31, 2025. • Sales of real estate assets that are considered central to our ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in our consolidated statements of operations.
A detailed discussion of our defined benefit pension plans is contained in Note 7 to our financial statements set forth in Item 8 of this Annual Report. 18 Table of Contents • Stock options were issued to the Chairperson of the Board, members of the Board, and the Chief Executive Officer.
A detailed discussion of our defined benefit pension plans is contained in Note 7 to our financial statements set forth in Item 8 of this Annual Report. 21 Table of Contents • Stock options were issued to the Chairperson of the Board, members of the Board, and the Chief Executive Officer.
The increase in our land development and sales revenues and expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 was attributed to sales of non-strategic remnant real estate inventory and construction revenues and expenses for the Honokeana Homes Temporary Housing Project incurred during the year.
The increase in our Land Development and Sales revenues and expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 was attributed to sales of non-strategic remnant real estate inventory and construction revenues and expenses for the Honokeana Homes Temporary Housing Project incurred during the year.
Unimproved land also includes the Pu’u Kukui Watershed, which is 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.
Our unimproved land portfolio also includes the Pu’u Kukui Watershed, which is 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 anticipate cashflow from our commercial properties to increase in the coming years as we reach stabilization, the Maui market continues to recover from the 2023 wildfire, and we complete the tenant improvements and leasing costs inherent with new tenancies.
We anticipate cashflow from our commercial properties to increase in the coming years as we reach stabilization, the Maui market continues to recover from the 2023 Maui wildfires, and we complete the tenant improvements and leasing costs inherent with new tenancies.
Revenue recognized from percentage rents and land licensing in 2024 amounted to $2.3 million as compared to $2.2 million in 2023, an increase of $0.1 million. 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 2025 to 2026.
Revenue recognized from percentage rents and land licensing in 2025 amounted to $2.4 million as compared to $2.3 million in 2024, an increase of $0.1 million. 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.
Unimproved Land - Property in active planning and improvements West Maui Kapalua Resort - Mauka 927 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 1,503 Agriculture Planning Approximately 250 farm lots across both project areas.
Unimproved Land - Property in active planning and improvements West Maui Kapalua Resort - Mauka 922 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 1,725 Agriculture Planning Approximately 250 farm lots across both project areas.
OFF-BALANCE SHEET ARRANGEMENTS As of December 31, 2024, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
OFF-BALANCE SHEET ARRANGEMENTS As of December 31, 2025, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.
In addition, we created a land management team responsible for risk mitigation strategies and productive use of fallow farm and ranch lands throughout our portfolio. Our local team has enhanced our ability to manage assets effectively and execute value-creating projects.
We also created a land management team responsible for risk mitigation strategies and productive use of fallow farm and ranch lands throughout our portfolio. Our local team has enhanced our ability to manage assets effectively and execute value-creating projects.
While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Lahaina wildfire have accelerated our efforts to get land into productive use to meet these critical needs. 15 Table of Contents LEASING Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 9,621 $ 8,461 Operating costs and expenses (5,006 ) (4,420 ) Operating income $ 4,615 $ 4,041 Operating revenues from leasing activities for the year ended December 31, 2024, were comprised of $8.0 million from commercial, industrial, and agricultural leases, $0.2 million of licensing fees from our registered trademarks and trade names, $1.1 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed, compared to $5.9 million from commercial, industrial, and agricultural leases, $0.8 million of licensing fees from our registered trademarks and trade names, $1.5 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed for the year ended December 31, 2023.
While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Lahaina wildfire have accelerated our efforts to get land into productive use to meet these critical needs. 17 Table of Contents LEASING Years Ended December 31, 2025 2024 (in thousands) Operating revenues $ 12,799 $ 9,621 Operating costs and expenses (8, 456 ) (5,006 ) Operating income $ 4,343 $ 4,615 Operating revenues from leasing activities for the year ended December 31, 2025, were comprised of $9.5 million from commercial, industrial, and agricultural leases, $0.1 million of licensing fees from our registered trademarks and trade names, $2.9 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed, compared to $8.0 million from commercial, industrial, and agricultural leases, $0.2 million of licensing fees from our registered trademarks and trade names, $1.1 million from potable and non-potable water system sales and $0.3 million in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed for the year ended December 31, 2024.
For the Honokeana Homes State Temporary Housing Project, 50 acres has been leased to the State of Hawai‘i and we are administering the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.
For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres to the State of Hawai‘i and we are administering construction of necessary improvements to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.
RESORT AMENITIES Years Ended December 31, 2024 2023 (in thousands) Operating revenues $ 1,424 $ 828 Operating costs and expenses (1,477 ) (1,532 ) Operating income (loss) $ (53 ) $ (704 ) Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including 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.
RESORT AMENITIES Years Ended December 31, 2025 2024 (in thousands) Operating revenues $ 847 $ 1,424 Operating costs and expenses (1,388 ) (1,477 ) Operating income (loss) $ (541 ) $ (53 ) Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including 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.
Unimproved Land - Property being marketed for long-term lease and ongoing asset management West Maui Honolua Farm Land 1,758 Agriculture Asset management TBD West Maui Honokohau Farm Land 1,884 Agriculture Asset management TBD West Maui Watershed Conservation Land 10,328 Conservation Asset management TBD West Maui Waterfront Conservation Land 243 Conservation Asset management TBD Total Land Portfolio Area (acres) 22,289 Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels for sale, along with improved land in active marketing for sale and/or development.
Unimproved Land - Property being marketed for long-term lease and ongoing asset management West Maui Honolua Farm Land 1,604 Agriculture Asset management TBD West Maui Honokohau Farm Land 1,884 Agriculture Asset management TBD West Maui Watershed Conservation Land 10,452 Conservation Asset management TBD West Maui Waterfront Conservation Land 492 Conservation Asset management TBD Total Land Portfolio Area (acres) 22,286 Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels for sale, along with improved land in active marketing for sale and/or development.
Maintenance and capital improvements on the Company’s commercial assets in the Kapalua Town Center, Alaeloa Business Center and the Hali‘imaile Town Center are budgeted at $0.6 million and $2.8 million will be expended on our water assets and infrastructure which includes our West Maui water wells, Honolua ditch system, Ka‘ili‘ili ditch system in upcountry Maui and our Hali‘imaile Waste Water Treatment system.
Maintenance and capital improvements on the Company’s commercial assets in the Kapalua Town Center, Alaeloa Business Center and the Hali‘imaile Town Center are budgeted at $0.8 million and we estimate that $1.8 million will be expended on our water assets and infrastructure which includes our West Maui water wells, Honolua ditch system, Ka‘ili‘ili ditch system in upcountry Maui and our Hali‘imaile Waste Water Treatment system.
We were in compliance with the covenants under the Credit Facility at December 31, 2024. Cash Flows Net cash flow provided by (used in) our operating activities totaled $0.4 million and ($1.4) million for the years ended December 31, 2024 and 2023, respectively.
We were in compliance with the covenants under the Credit Facility at December 31, 2025. Cash Flows Net cash flow provided by our operating activities totaled $0.2 million and $0.4 million for the years ended December 31, 2025 and 2024, respectively.
At December 31, 2024, our commercial properties and land were occupied at the following levels: Commercial Real Estate Total Leased 2024 Net increase (decrease) in leased area Sq. ft. Sq. ft. Percent Sq. ft.
As of December 31, 2025, our commercial properties and land were occupied at the following levels: Commercial Real Estate Total Leased Net increase (decrease) in leased area for 2025 Sq. ft. Sq. ft. Percent Sq. ft.
As the COVID-19 pandemic waned, visitor traffic to Maui was increasing and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until August 8, 2023, the date of the devastating Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants.
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.
Approximately 1,000 acres has been leased to Ka Ike Ranch, a local family-owned and operated business committed to local food production and sustainable ranching.
We have approximately 1,026 acres have been leased to Ka Ike Ranch, a local family-owned and operated business committed to local food production and sustainable ranching.
We also established new office locations in West Maui and Upcountry, enabling our team to be present within the community to foster stronger relationships and ensure responsible stewardship of our assets. 12 Table of Contents In 2024, we advanced efforts to maximize the productivity of our leasable land and commercial properties.
In 2024, we established new office locations in West Maui and Upcountry, to enable our team to be present within the community to foster stronger relationships and ensure responsible stewardship of our assets. 14 Table of Contents In 2025, we continue to advance efforts to maximize the productivity of our leasable land and commercial properties.
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 security for the Credit Facility.
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 security for the Credit Facility.
West Maui Kapalua Ranch 915 Agriculture Planning Upcountry Hali‘imaile Farms 757 Agriculture Planning Approximately 102 farm lots West Maui Kahana Farms 3,046 Agriculture Planning Approximately 200 farm lots Upcountry Hali‘imaile Farm Land 348 Agriculture Planning TBD 4.
West Maui Kapalua Ranch 914 Agriculture Planning Upcountry Hali‘imaile Farms 757 Agriculture Planning Approximately 102 farm lots West Maui Kahana Farms 2,640 Agriculture Planning Approximately 200 farm lots Upcountry Hali‘imaile Farm Land 348 Agriculture Planning TBD 4.
With the option issuances, management engages with a certified valuation company to perform the valuation analysis and calculations based on option terms, number of shares issued, issuance share price, volatility, risk and historical trends with the options issuances.
With the option issuances, management engages with a certified valuation company to perform the valuation analysis and calculations based on option terms, underlying stock price, exercise price, volatility, expected term, risk-free rate, and dividend yield option terms, number of shares issued, issuance share price, volatility, risk and historical trends with the options issuances.
The increase in leasing operating costs and expenses for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to higher insurance costs and property maintenance costs for our commercial leasing portfolio properties and the hiring of a property management and leasing firm to grow our leasing portfolio and the associated start-up costs and fees.
The increase in leasing operating costs and expenses for the year ended December 31, 2025, compared to the year ended December 31, 2024, was primarily due to higher insurance costs and property maintenance costs for our commercial leasing portfolio properties and the property management fees and leasing commissions to grow our leasing portfolio..
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 infrastructure and site improvement hard costs are warranted, capital will primarily be provided by project presale deposits and construction financing.
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.
This investment reflects the expanding volume of active, value-adding projects in the pipeline to create value and meet Maui's need for increased housing inventory, job opportunities, and farms for local food production.
These projects include three Kapalua resort projects (Central Resort, Mauka, and Makai) along with farm subdivision projects in Upcountry and West Maui. This investment reflects the expanding volume of active, value-adding projects in the pipeline to create value and meet Maui's need for increased housing inventory, job opportunities, and farms for local food production.
Industrial 168,880 142,153 84 % 8,591 Office 10,105 10,105 100 % 3,978 Retail 61,004 56,312 92 % (471 ) Residential 7,339 3,000 41 % - Total CRE 247,328 211,570 86 % 12,098 Land Total Leased 2024 Net increase (decrease) in leased area Acres Acres Percent Acres Comm./Ind. 19 19 100 % - Residential 866 12 1 % - Agriculture 10,356 4,653 45 % 1,026 Conservation 11,045 - 0 % - Total Land 22,286 4,684 21 % 1,026 During 2024, the team increased commercial property occupancy from 72% to 86%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers.
Industrial 168,880 151,105 89 % 8,952 Office 10,105 10,105 100 % - Retail 61,004 58,852 96 % 2,540 Residential 7,339 7,339 100 % 4,339 Total CRE 247,328 227,401 92 % 15,831 Land Total Leased Net increase (decrease) in leased area for 2025 Acres Acres Percent Acres Commercial/Industrial 19 19 100 % - Residential 866 12 1 % - Agriculture 10,356 4,656 45 % 3 Conservation 11,045 - 0 % - Total Land 22,286 4,687 21 % 3 During 2025, the team increased commercial property occupancy from 86% to 92%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers.
We accelerated a broad spectrum of land development and housing projects crafted to build stronger and more vibrant communities. We continued to strengthen our business foundation with the addition of key experts on our board and management team to ensure we could effectively establish plans for each parcel and self-perform value creating projects.
We have advanced a range of land development and housing projects designed to build stronger and more vibrant communities and enhance long-term asset value. We strengthened our foundation with the addition of key experts to our board and management team to ensure we can effectively establish plans for each parcel and self-perform value creating projects.
The valuation expense is reviewed and approved by the Company’s Audit Committee and valuation expenses are recognized over the duration of the exercisable period of the issuances.
The fair value of the option grants is reviewed and approved by the Company’s Audit Committee and valuation stock based compensation expenses are recognized over the duration of the vesting period of the issuances.
We intend to hold our bond investments until maturity. We also had $12.0 million and $15.0 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”) as of December 31, 2024 and 2023, respectively.
All the bond investments matured during 2025 and the fair value of investments was $0 at December 31, 2025. We also had $21.0 million and $12.0 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”) as of December 31, 2025 and 2024, respectively.
Our current portfolio of assets includes unimproved land, entitled land allowing for various residential and mixed-use construction, and completed commercial properties. This past year we began to implement our strategic plan, driven by our steadfast mission of activating our assets into their most productive use.
Our current portfolio of assets includes unimproved land, entitled land allowing for various residential and mixed-use construction, and completed commercial properties. In recent years, we have continued to implement our strategic plan focused on our mission of optimizing our assets for their most productive use.
Improved Land - Property in active marketing for sale and/or development Upcountry Baldwin Ranch Estates Phase 2 31 Agriculture Active construction and sales by JV partner. 2 farm lots West Maui Kapalua Resort - Makai 37 Resort mixed-use Planning Existing Entitlements allow for up to 769 residential units, 545 hotel units, and commercial space across both project areas.
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 46 Resort mixed-use Planning, Permitting 3.
The land will be leased to the State at no cost for 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 MLP. The Agreement provides the State will fund all costs to complete the project, including approximately $35,500,000 to complete the necessary horizontal improvements.
The land will be 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.
We rely on the financial strength and stability of these banks and have no reason to believe that our deposits would be unavailable on demand. Our investments consisted of corporate bond securities maturing over various dates through the end of 2025. The fair value of our investments was $2.7 million at December 31, 2024.
Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000. We rely on the financial strength and stability of these banks and have no reason to believe that our deposits would be unavailable on demand. Our investments consisted of corporate bond securities maturing over various dates through the end of 2025.
INTEREST EXPENSE There was $3.0 million of borrowings outstanding on our credit facility with a bank at December 31, 2024. There were no borrowings outstanding at December 31, 2023. On December 31, 2024 and 2023, interest rates on our credit facility were 6.375% and 7.38%, respectively. Interest expense paid during the year ended December 31, 2024 equaled approximately $55,000.
INTEREST EXPENSE There was $4.0 million of borrowings outstanding on our credit facility with a bank at December 31, 2025. There were $3.0 million of borrowings outstanding at December 31, 2024. On December 31, 2025 and 2024, interest rates on our credit facility were 5.625% and 6.375%, respectively.
Minimum funding contributions to our defined benefit pension plan were not required during the year ended December 31, 2024 or 2023. Interest income from our investment portfolio was $0.3 million and $0.5 million during the years ended December 31, 2024 and 2023, respectively. Our bond investments yielded approximately 5.6% and 5.7% in aggregate at December 31, 2024 and 2023, respectively.
Plan cash contributions in the amount of $1,060,000 were made to the Defined Plan during the year ended December 31, 2025. Minimum funding contributions to our defined benefit pension plan were not required during the year ended December 31, 2024. Interest income from our investment portfolio was $0.3 million for each of the years ended December 31, 2025 and 2024.
In 2024, we listed non-strategic assets for sale and began monetizing them through direct customer sales and a structured partnership approach.
In 2025 and 2024, we listed non-strategic assets for sale and began monetizing them through direct customer sales and a structured partnership approach. The plan identified four categories of improved and unimproved land actions as follows in the table below.
An estimated settlement charge (non-cash GAAP expense) between $7.0 million to $8.0 million will be recognized at the time of final annuitization and plan termination. 16 Table of Contents SHARE-BASED COMPENSATION PLANS The Company accounts 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 GAAP expense related to the plan termination directly impacted net loss in 2025 however, expense for the Defined Plan termination was a one-time event. 19 Table of Contents SHARE-BASED COMPENSATION PLANS The Company accounts 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.
In 2024, we completed portfolio-wide strategic plans across all 22,300 acres 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.
In 2024, we completed portfolio-wide strategic plans across all 22,300 acres to prioritize and guide actions of the Company in the forthcoming quarters.
In 2021, we executed a Fourth Loan Modification Agreement and Second Amended and Restated Credit Agreement (collectively the “Agreements”) extending the maturity date of the Credit Facility to December 31, 2025. 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.
On December 22, 2025, we executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement (collectively the “Agreements”) extending the maturity date of the Credit Facility to December 31, 2030 and increasing the credit limit to $25.0 million. The Agreements provide revolving or term loan borrowing options.
The increase in share-based compensation expenses were primarily attributed to a $3.5 million increase in non-cash stock compensation costs due to valuation expenses for stock options issued to the directors of the company and the Chief Executive Officer, accelerated vesting expense for option and restricted grants cancelled in August 2024, which amounted to $0.6 million.
The decrease in share-based compensation expenses were primarily attributed to a $2.2 million decrease in non-cash stock compensation costs during the year ended December 31, 2025 due to valuation expenses for stock options issued to the directors of the Company and the Chief Executive Officer.
Improved Land - Remnant and non-strategic parcels planned for sale West Maui Five Miscellaneous Non-strategic properties 67 Miscellaneous N/A - Complete 5 parcels Upcountry Three Miscellaneous Non-strategic properties 24 Miscellaneous N/A - Complete 3 parcels 2.
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 Five Miscellaneous Non-strategic properties 67 Miscellaneous Complete 5 parcels Upcountry Three Miscellaneous Non-strategic properties 24 Miscellaneous Complete 3 parcels 2.
LIQUIDITY AND CAPITAL RESOURCES We had cash on hand of $6.8 million and $5.7 million at December 31, 2024 and 2023, respectively. We hold deposit accounts with several local banks in Hawai‘i. Accounts at each institution are insured by the Federal Deposit Insurance Corporation up to $250,000.
Interest expense paid on our credit facility during the year ended December 31, 2025 and 2024 equaled approximately $186,000 and $55,000, respectively. LIQUIDITY AND CAPITAL RESOURCES We had cash on hand of $5.3 million and $6.8 million at December 31, 2025 and 2024, respectively. We hold deposit accounts with several local banks in Hawai‘i.
MLP has agreed to administer the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements which are yet to be estimated. MLP will provide its administration services to the State at its cost and will not directly profit from these services.
We will provide these administration services to the State at its cost and will not directly profit from these services. After the end of the lease, the State will remove any vertical improvements unless the Company requests that specific improvements remain.
Prior to the Maui wildfires which occurred on August 8, 2023, there was a shortage of primary housing supply on Maui.
Results for one period are therefore not necessarily indicative of future performance trends in this business segment. Prior to the Maui wildfires there was a shortage of primary housing supply on Maui.
After the end of the lease, the State will remove any vertical improvements unless MLP requests that specific improvements remain. Unimproved land identified for long-term lease and ongoing asset management may be expected to be leased or licensed for diversified agricultural, conservation, and cultural uses for the next ten or more years.
During the year ended December 31, 2025, MLP recorded $3.4 million in Honokeana Homes project revenue, which was State of Hawai’I reimbursement for the costs incurred by the Company. 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.
Future Cash Inflows and Outflows In 2023, the Company entered into a joint venture, BRE2 LLC with Stone Properties, a Hawai‘i based LLC to develop and sell ranch lots in Hali‘imaile, Hawai‘i. The first lot sold for $1.8 million in December 2024 and the second lot sold for $2.4 million in February 2025.
The Company's initial capital contribution to BRE2 LLC consisted of approximately 31 acres of former pineapple lands in Hali‘imaile valued at $1.6 million. The first lot sold for $1.8 million in December 2024 and the second lot sold for $2.4 million in February of 2025.
Removed
The plan identified four categories of improved and unimproved land actions as follows in the table below. 13 Table of Contents Category Region Property Approximate Land Area (acres) Current Land Use/Zoning Improvements in process # of Parcels or # of allowable units/lots 1.
Added
During the two-year period from January 1, 2024 to December 31, 2025, the Company executed 42 new leases, 15 of which were executed in the year ended December 31, 2025. Of the total leases, 34 of them were commercial property leases covering 83,812 leasable square feet and 8 of them were land leases covering 1,131 acres.
Removed
West Maui Kapalua Resort - Central 46 Resort mixed-use Planning, Permitting 3.
Added
The execution of 42 commercial and land leases since January 1, 2024 demonstrates the successful implementation of this strategy. 15 Table of Contents 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.
Removed
There were no significant real estate development expenditures during the years ended December 31, 2024 and 2023, respectively. Land Development and Sales activities are cyclical and depend on several factors. Results for one period are therefore not necessarily indicative of future performance trends in this business segment.
Added
In 2025, we sold six remnant land parcels for aggregate proceeds of $2.4 million and a $10.0 million purchase agreement with Harvest Church was executed for a 6.5-acre parcel to be used for its Kapalua campus. We currently expect the closing to occur in 2027, subject to customary closing conditions.
Removed
The increase in operating revenues for year ended December 31, 2024, compared to the year ended December 31, 2023, was due to the increase in members in 2024. Following the Maui wildfires on August 8, 2023, the Kapalua Club operations were temporarily closed. Additionally, the Kapalua Club issued refunds of membership fees during a two-month period following the wildfires.
Added
As we incur infrastructure and other site improvement hard costs, we expect to fund them primarilythrough project presale deposits and construction financing.
Removed
Contracted amenity fees decreased for the year ended December 31, 2024, compared to the year ended December 31, 2023, attributable to a change in policy regarding amenity fees paid for member utilization.
Added
The agreement provides the State 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’s election, the subsequent vertical improvements for which costs have not yet been estimated.
Removed
The Club was restructured in 2023 and revised policies and practices were implemented to reduce the impact of the amenity fees and to better match club dues with club expenses. The Club has begun accepting new membership applications beginning late 2023.
Added
As of the date of this Annual Report, the project is on hold at the direction of the State of Hawaii. At the time of filing of this Annual Report, we have not received an update on the project or an indication to when the project will resume.
Removed
OTHER INCOME Investment income of approximately $0.3 million and $0.5 million was earned from our money market and bond investment portfolio during the years ended December 31, 2024 and 2023, respectively We also recorded approximately $0.6 million of return of equity from our investment in the BRE2 LLC joint venture during the year ended December 31, 2024.
Added
The most significant real estate development expenditures during the year ended December 31, 2025 were related to the Honokeana Homes Temporary Housing Project. There were no significant real estate development expenditures during the year ended December 31, 2024.
Removed
This was due to the sale of a ranch lot from a land development joint venture in Hali‘imaile, based on the gross sales price of $1.8 million for a lot of approximately 6 usable acres resulting in price per usable acre of $0.3 million.
Added
The Company returned to its agricultural heritage and launched a new drought-tolerant agricultural venture, planting approximately 38 acres of blue weber agave on underutilized croplands in Upcountry, Maui, during the year ended December 31, 2025. The Company will advance efforts to develop value-added products with this drought-tolerant crop.
Removed
In February 2025, the joint venture sold the second and final lot of the subdivision for $2.4 million for a 25-acre parcel with usable acreage of 16 acres resulting in a value of $150,000 per usable acre. PENSION EXPENSE The termination notification of the Qualified Plan originally made on August 31, 2023, was amended to November 30, 2023.
Added
Agave will be reported as a new business segment beginning in the first quarter reporting of 2026. This agricultural venture is integrated with the subdivision of the 325-acre former ranch site, Hali‘imaile Ranch in Upcountry, Maui. Land Development and Sales activities are cyclical and depend on several factors.
Removed
The change in timing allowed for the Company to issue lump sum distributions in the fourth quarter of 2024 amounting to approximately $1.1 million and final annuitization of plan participants to take place in the first and second quarters of 2025.
Added
The decrease in operating revenues for the year ended December 31, 2025, compared to the year ended December 31, 2024, were due to discontinued fractional memberships for a resort hotel property, a dues refund during a two month closure of the golf courses, and one-time collection of past due debts in 2024 that did not re-occur in 2025. 18 Table of Contents OTHER INCOME Investment income of approximately $0.3 million was earned from our money market and bond investment portfolio during the years ended December 31, 2025 and 2024.
Removed
The Company received a distribution from BRE2 LLC in the amount of $1.0 million in December 2024, the remaining distributions of approximately $1.1 million is expected during 2025 which is comprised of $0.6 million in remaining return of equity and approximately $0.5 million in net profit. Land development costs to be capitalized are budgeted at $6.0 million for 2025.
Added
Insurance claim proceeds of approximately $0.6 million was recognized during the year ended December 31, 2025 for repairs and reconstruction costs required to rebuild the Puu Koa Reservoir. The reservoir liner was severely damaged as a result of the high winds during the August 2023 Maui wildfires.
Removed
This includes costs for planning, engineering, permitting, subdivision, and preliminary site improvements on various projects totaling approximately 7,900 acres. These projects include three Kapalua resort projects (Central Resort, Mauka, and Makai) along with farm subdivision projects in Upcountry and West Maui.
Added
An Employee Retention Credit, a COVID relief tax credit of approximately $0.2 million was received and recognized during the year ended December 31, 2025. In December 2023, the Company entered into a joint venture agreement with a local developer to form a Hawai‘i limited liability company ("BRE2 LLC").
Added
The Company received a distribution from BRE2 LLC in the amount of $1.0 million during the year ended December 31, 2024 and approximately $1.1 million during the year ended December 31, 2025. The remaining investment value of approximately $40,000 was written off during 2025. PENSION EXPENSE In 2025, we terminated our defined benefit pension plan (the “Defined Plan”).
Added
In connection with the termination, we recognized a settlement expense in the amount of $6,556,000 during the year ended December 31, 2025. We recorded an expense recovery of $587,000 during the year ended December 31, 2025. We made a cash contribution to the Defined Plan in the amount of $1,060,000 during the year ended December 31, 2025.
Added
No contributions to the plan were required in 2024.
Added
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 Named Executive Officers and the related compensation expense.
Added
Our bond investments yielded approximately 2.90% and 4.35% in aggregate at December 31, 2025 and 2024, respectively. Future Cash Inflows and Outflows Land development costs to be capitalized are budgeted at $4.6 million for 2026. This includes costs for planning, engineering, permitting, subdivision, and preliminary site improvements on various projects totaling approximately 7,900 acres.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 12 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19 Item 8. Financial Statements and Supplementary Data 20 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 39 Item 9A. Controls and Procedures 39
Biggest changeItem 7. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations 14 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 22 Item 8. Financial Statements and Supplementary Data 23 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 48 Item 9A. Controls and Procedures 48

Other MLP 10-K year-over-year comparisons