MLP 10-K & 10-Q changes, risk factors and insider trading

Changes in any of the foregoing could have a material adverse effect on our business by causing a more significant decline in the market for residential or luxury real estate, which, in turn, could adversely affect our development plans, revenues and profitability. During low periods of demand, real estate may remain on hand for much longer than expected or be sold at lower-than-expected returns, or even at a loss, which could impair our liquidity and ability to proceed with development projects and negatively affect our operating results. Sustained adverse changes to our development plans could result in impairment charges or write-offs of deferred development costs, which could have a material adverse impact on our financial condition and results of operations. In addition, in the current economic environment, equity real estate investments may be difficult to sell quicklyquickly, and we may not be able to adjust our portfolio of properties quickly in response to economic or other conditions.

Our businesses are dependent on attracting visitors to the Kapalua Resort, to the island of Maui, and to the State of Hawai‘i as a whole. Economic factors that affect the number of visitors, their length of stay or expenditure levels will affect our financial performance. Factors such as worldwide economic uncertainty and weakness, the level of unemployment in Hawai‘i and the mainland United States, natural disasters, substantial increases in the cost of energy, including fuel costs, and events in the airline industry that may reduce passenger capacity or increase traveling costs could reduce the number of visitors to the Kapalua Resort and negatively affect a potential buyer’s demand for our future property developments, each of which could 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, suchincluding asthe COVID-19impacts andof its variants,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.

Natural disasters, including wildfires, tsunamis, hurricanes, earthquakes and others, could damage our resort and real estate holdings, resulting in substantial repair or replacement costs to the extent not covered by insurance, a reduction in property values, or a loss of revenue, each of which could have a material adverse impact on our business, financial condition and results of operations. Our competitors may be affected differently by such changes in weather conditions or natural disasters depending on the location of their assets or operations. The wildfires in August 2023 devasted the town of Lahaina, Maui and negatively impacted tourism to the area and the local economy. We expect the aftermath of the wildfires to continue to impact commercial activity throughout the island of Maui, and there is uncertainty as to how long it will take Maui to rebuild, return tourism to historic levels, and recover economically. Until such time as commercial activity and tourism return to normal levels, the impact of the wildfires may continuecontinues to negatively impact operations.operations as it did through 2025.

We have a defined benefit pension plan which was frozen with respect to benefits and the addition of participants in 2011. 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 planplans isare 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. If we are unable to adequately fund or meet our future obligations with respect to the plan, our business, financial condition and results of operations may be adversely affected.

Affiliates of our company owned, in the aggregate, a majority of our outstanding shares at December 31, 2024.2025. As a result, if these affiliates were to oppose a third party’s acquisition proposal for, or a change in control of, the Company, these affiliates may have sufficient voting power to be able to block or at least delay such an acquisition or change in control from taking place, even if other stockholders would support such a sale or change of control. 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. 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.

ThisIn pastrecent yearyears, we beganhave continued to implement our strategic plan,plan drivenfocused byon our steadfast mission of activatingoptimizing our assets intofor their most productive use. We acceleratedhave advanced a broad spectrumrange of land development and housing projects crafteddesigned to build stronger and more vibrant communities.communities and enhance long-term asset value. We continued to strengthenstrengthened our business foundation with the addition of key experts onto our board and management team to ensure we couldcan effectively establish plans for each parcel and self-perform value creating projects. InWe addition, wealso 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. WeIn also2024, we established new office locations in West Maui and Upcountry, enablingto enable our team to be present within the community to foster stronger relationships and ensure responsible stewardship of our assets.

In 2024,2025, we advancedcontinue to advance efforts to maximize the productivity of our leasable land and commercial properties. We identified and addressed critical deferred maintenance in our town centers, allowing us to create spaces for many businesses who lost their locationlocations 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. AtAs of December 31, 2024,2025, our commercial properties and land were occupied at the following levels:

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. This effort will continue, along with capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings. We anticipate cashflow from our commercial properties to increase in the coming years as we reach stabilization, the Maui market continues to recover from the 2023 wildfire,Maui wildfires, and we complete the tenant improvements and leasing costs inherent with new tenancies.

To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision of large parcels into useful lot sizes, or the addition of infrastructure, enabling it to be placed into productive use. 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. The execution of 42 commercial and land leases since January 1, 2024 demonstrates the successful implementation of this strategy.

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 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.

In 2024, our team began to self-perform priority land development projects, including the planning and engineering of Kapalua Resort projects and the preliminary subdivision of a 325-acre former ranch site in Upcountry, Maui. Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue generation is realized. 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. 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. As we incur infrastructure and other site improvement hard costscosts, arewe warranted,expect capitalto willfund primarilythem be provided byprimarilythrough project presale deposits and construction financing.

For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres has been leased to the State of Hawai‘i and we are administering the construction of necessary improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023. The land will be leased to the State 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 MLP.the Company. The Agreementagreement provides the State will fund all costs to complete the project, including approximately $35,500,000$35.5 million to complete the necessary horizontal improvements. MLPThe Company has agreed to administer the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements for which arecosts have not yet to bebeen estimated. MLPWe will provide itsthese 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 MLPthe Company requests that specific improvements remain. 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. 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.

UnimprovedWe expect unimproved land identified for long-term leaseleasing and ongoing asset management may be expected to be leased or licensed for diversified agricultural, conservation, and cultural uses for at least the next ten or more years. ApproximatelyWe 1,000have approximately 1,026 acres hashave been leased to Ka Ike Ranch, a local family-owned and operated business committed to local food production and sustainable ranching. UnimprovedOur 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. The Company is focused on continuing to increase the occupancy of these agricultural lands to improve productivity via economic activity and local food production.

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 yearsyear ended December 31, 2024 and 2023, respectively.2024.

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. Prior to the Maui wildfires which occurred on August 8, 2023, there was a shortage of primary housing supply on Maui. 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.

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui was increasingincreased 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 devastating2023 Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants. Revenue recognized from percentage rents and land licensing in 20242025 amounted to $2.3$2.4 million as compared to $2.2$2.3 million in 2023,2024, an increase of $0.1 million. Tourist traffic has started increasing again post wildfire,post-wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 20252026 to 2026.2027.

The increase in leasing operating costs and expenses for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, was primarily due to higher insurance costs and property maintenance costs for our commercial leasing portfolio properties and the hiring of a property management fees and leasing firmcommissions to grow our leasing portfolio and the associated start-up costs and fees.portfolio..

The increasedecrease in operating revenues for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023,2024, waswere due to thediscontinued increasefractional inmemberships membersfor ina 2024.resort Followinghotel theproperty, Mauia wildfiresdues on August 8, 2023, the Kapalua Club operations were temporarily closed. Additionally, the Kapalua Club issued refunds of membership feesrefund during a two-monthtwo periodmonth followingclosure of the wildfires.golf courses, and one-time collection of past due debts in 2024 that did not re-occur in 2025.

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 impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. The increasedecrease in share-based compensation expenses were primarily attributed to a $3.5$2.2 million increasedecrease 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 companyCompany and the Chief Executive Officer,Officer. acceleratedBeginning vestingin expense2025, forthe optionCompensation Committee eliminated the use of options and replaced them with restricted grantsstock cancelledgrants. inThis Augustchange 2024,provides whichmore amountedpredictable value to $0.6directors million.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.

There was $3.0$4.0 million of borrowings outstanding on our credit facility with a bank at December 31, 2024.2025. There were no$3.0 million of borrowings outstanding at December 31, 2023.2024. On December 31, 20242025 and 2023,2024, interest rates on our credit facility were 6.375%5.625% and 7.38%,6.375%, respectively. Interest expense paid on our credit facility during the year ended December 31, 2025 and 2024 equaled approximately $55,000.$186,000 and $55,000, respectively.

Our investments consisted of corporate bond securities maturing over various dates through the end of 2025. TheAll the bond investments matured during 2025 and the fair value of our investments was $2.7 million$0 at December 31, 2024. We intend to hold our bond investments until maturity.2025.

We also had $12.0$21.0 million and $15.0$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, 20242025 and 2023,2024, respectively. InOn 2021,December 22, 2025, we executed a FourthSixth Loan Modification Agreement and SecondThird Amended and Restated Credit Agreement (collectively the “Agreements”) extending the maturity date of the Credit Facility to December 31, 2025.2030 and increasing the credit limit to $25.0 million. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative, and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

Net cash flow provided by (used in) our operating activities totaled $0.4$0.2 million and ($1.4)$0.4 million for the years ended December 31, 20242025 and 2023,2024, 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 or 2023.2024.

Interest income from our investment portfolio was $0.3 million andfor $0.5each million duringof the years ended December 31, 20242025 and 2023, respectively.2024. Our bond investments yielded approximately 5.6%2.90% and 5.7%4.35% in aggregate at December 31, 20242025 and 2023,2024, respectively.

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$0.8 million and $2.8we 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. Budgeted amounts are approximate estimates and can vary significantly based on a number of factors,factors. Costs in excess of billings amounts may materially and adversely affect our operating results, liquidity and financial condition.

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.1970s. Depreciation expense would be considerably higher if fixed assets were stated at current replacement cost.

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the threesix months ended MarchJune 31,30, 2026, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries In recent years, we have continued to execute our strategic plan, which is focused on our mission to optimize our assets for their highest and most productive use. We have advanced a range of land development and asset utilization projects designed to build stronger and more vibrant communities and enhance long-term asset value. To support these efforts, we have strengthened our organizational foundation by adding key experts to our board of directors and management team, ensuring we can effectively develop and execute plans for each asset. We also established a land management team responsible for risk mitigation strategies and productive use of farm and ranch lands across our portfolio. These investments in local talent have enhanced our ability to manage assets effectively and execute value-creating projects. In 2024, we established new office locations in West Maui and Upcountry Maui to deepen our presence within these communities, foster stronger relationships and ensure responsible stewardship of our assets.

InThroughout 2025, we continued to advance efforts to maximize the productivity of our leasable land and commercial properties. We identified and addressed deferred maintenance and capital improvements in our town centers, enabling us to create spaces for many businesses who lost their locations in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue in 2025 while adding vibrancy and creating a sense of place in our communities. As of MarchJune 31,30, 2026, our commercial properties and land were occupied at the following levels:

In the threesix months ended MarchJune 31,30, 2026, there were no remnant parcel sales, however in 2025, we sold six remnant land parcels for aggregate proceeds of $2.4 million. Additionally, we have executed a (i) $10.0 million purchase agreement with Harvest Church for a 6.5-acre parcel to be used for its Kapalua campus.campus, (ii) $1.2 million purchase agreement with Race A, Randle for a 3-acre parcel to improve as a farm and home, and (iii) $10.0 million purchase agreement with DC Kapalua I Property, LLC for a 8.783-acre parcel and up to 3.5 acres of additional land . We currently expect the closing to occur in 2027, subject to customaryvarious closing conditions. Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As we incur infrastructure and other site improvement hard costs on new projects, we expect to fund them primarily through project presale deposits and construction financing.

For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres to the State of Hawai‘iHawaii and are administering the construction of necessary improvements to support temporary housing for individuals and families displaced by the Maui wildfires on August 8, 2023. The land is leased at no cost for a term of five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger,larger 1,377-acre parcel owned by the Company. The agreement provides the State of Hawaii will fund all costs to complete the project, including approximately $35.5 million to complete the necessary horizontal improvements. The Company has agreed to administer the construction of the horizontal improvements and, at the State of Hawaii’s election, the subsequent vertical improvements for which costs have not yet been estimated. We will provide these administration services to the State of Hawaii at cost and will not directly profit from these services. After the end of the lease, the State of Hawaii will remove any vertical improvements unless the Company requests that specific improvements remain. As of the date of this Quarterly Report, the project is on hold at the direction of the State of Hawaii.Hawaii, At the time of filing this Quarterly Report,and we have not received an update on the project or an indication as to when the project will resume. As a result of this pause, during the threesix months ended MarchJune 31,30, 2026, we did not recognize any Honokeana Homes project revenue.

We expect unimproved land identified for long-term leasing and ongoing asset management to be leased or licensed for diversified agricultural, conservation, and cultural uses for at least the next ten years. ApproximatelyThe Company has leased approximately 2,607 acres to local ranching operators, including 1,026 acres have been leased to Ka Ike Ranch, a local family-ownedRanch and operated1,581 business committedacres to Lee Peters, supporting local food productionproduction, sustainable ranching practices, and sustainable ranching. Our unimproved land portfolio also includes the Pu’ucontinued Kukui Watershed, which encompasses over 8,600 acres and is actively managed to maximize rainfall capture and rechargestewardship of the aquifer which provides approximately 70% of the water consumed in West Maui. We remain focused on increasing occupancy of these agricultural lands to enhance productivity through economic activity and local food production.lands.

During the threesix months ended MarchJune 31,30, 2026, we continued to reposition the portfolio to maximize productivity, create new value, and contribute to meeting the needs of Maui’s local businesses and families. This progress was supported by growing deal flow with over $11.0 million in contracted land sales, $12.0 million of new listings, and stronger recurring revenue from commercial leasing and reactivation of underutilized agricultural lands.

As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting and increase transparency for investors. Under the revised segment structure, the Company has four operating segments: Land Development and Sales, Commercial Real Estate Leasing, Land Leasing and Management, and Agribusiness Venture.Ventures. Segment operating results are regularly reviewed by the Chief Executive Officer, the Company's CODMChief Operating Decision Maker determined in accordance with applicable accounting guidance. All prior period comparative information has been recast to reflect the revised segment structure. See Note 15 - Reportable Operating Segments, to our condensed consolidated interim financial statements included herein for additional information.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Land development and sales operating revenues include the sales of our real estate inventory. The decrease in our Land Development and Sales revenues and expenses for the threesix months ended MarchJune 31,30, 2026 compared to the threesix months ended MarchJune 31,30, 2025 was primarily attributed to the absence of construction revenues from the Honokeana Homes Temporary Housing Project during the threesix months ended MarchJune 31,30, 2026. The project has been on hold by the State of Hawaii, Department of Transportation since April 20252025, and we have not been informed whether or when the project may resume.

Consistent with the decline in operating revenues, no construction costs were incurred during the threesix months ended MarchJune 31,30, 20262026, due to the pause in the Honokeana Homes Project. There were no significant real estate development expenditures during this period.

Operating revenues generated during the threesix months ended MarchJune 31,30, 2026 within the land development and sales segment were derived from the operations of the Kapalua Club and licensing fees associated with our registered trademarks and trade names. The Kapalua Club is a private, non-equity club that provides its members special programs, access and other privileges at certain of the amenities at the Kapalua ResortResort. includingThese amenities include a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or operate any resort amenities. The member dues collected are primarily used to pay contracted fees that provide members with access to the spa, beach club and other resort amenities. OperatingRevenues and operating costs and expenses associated with operation of the Kapalua Club and licensing fees decreasedwere tocomparable $0.3 million duringfor the three months ended MarchJune 31,30, 2026 comparedand with2025. Operating costs and expenses decreased to $0.6 million during the threesix months ended MarchJune 31,30, 2026, compared with $0.8 million during the six months ended June 30, 2025 primarily due to reductions in amenity fees.

Operating revenues from commercial real estate leasing activities for the three and six months ended MarchJune 31,30, 2026, were from commercial and industrial leases within the Company’s three commercial town centers located in Kapalua, HaliimaileHali’imaile and Alaeloa (Napili). Both operating revenues and expenses were consistent during the three and six months ended MarchJune 31,30, 20262026, compared to three and six months ended MarchJune 31,30, 2025.

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui increased and these percentage rents, leasing revenues in general, and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the 2023 Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants. Revenue recognized from percentage rents during the threesix months ended MarchJune 31,30, 20262026, amounted to $0.7$1.3 million as compared to $0.6$1.2 million during the threesix months ended MarchJune 31,30, 2025. Tourist traffic has started increasing again post-wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 2026 to 2027.

Our leasing operations face substantial competition from other property owners in Maui and Hawai‘i.Hawaii.

Operating revenues from land leasing and management activities wereincreased consistentto $1.5 million for the three months ended MarchJune 31,30, 2026 compared to $1.3 million for the three month periodmonths ended MarchJune 31,30, 2025.2025, due to several new agricultural leases. Revenues were comprised of agricultural leases, ground and surface water distribution, and grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenues were consistent for the six months ended June 30, 2026 and 2025. Although there were new agricultural leases entered into during the six months ended June 30, 2026, surface water revenues were higher for the six months ended June 30, 2025.

The increase in land leasing and management operating costs and expenses of approximately $1.1$0.3 million for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, and increase of approximately $1.4 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, was primarily due to land management, conservation, watershed management, and utilities infrastructure costs of operations and administrative expenses. Operating costs and expenses increased by approximately $0.7 million and indirect and administrative expenses increased by approximately $0.4 million.

AGRIBUSINESS VENTUREVENTURES

Agribusiness ventureventures consists primarily of the Company’s farmingdrought resistant agave farm and operations and related agricultural initiatives. While this segment is currently pre‑revenue, it incurs operating and development costs associated with land preparation and cultivation. The Company expects this segment to generate revenues in future periods through the sales of mature agave and potential farm-to-bottle joint venture arrangements. For the threesix months ended MarchJune 31,30, 2026, the Agribusiness ventureventures segment recorded operating costs and expenses of $0.1 million, consisting primarily of labor, and agricultural development expenditures. Because novery little corresponding activity existed in the prior-year period, a comparative discussion of results is not applicable.

We account for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates. The impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. The decrease in share-based compensation expenses werefor the six months ended June 30, 2026 was primarily attributedattributable to decrease inlower non-cash stock compensation costs during the three months ended March 31, 2026 duerelated to valuation expenses for stock options issued to our directors and the Chief Executive Officer. Beginning in 2025, the Compensation Committee eliminated the use of options and replaced them with restricted stock grants. This change provides more predictable value to directors and executives while maintaining alignment with shareholders and reduces the number of underlying shares used to compensate our directors and executive officers and the related compensation expense.

Our cash and cash equivalents were $3.8$3.3 million and $5.3 million at MarchJune 31,30, 2026 and December 31, 2025, respectively.

At MarchJune 31,30, 2026, we had $18.5$16.5 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”). On December 22, 2025, we executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement with the Bank (collectively the “Agreements”) increasing the credit limit from $15.0 million to $25.0 million and extending the maturity date of the Credit Facility to December 31, 2030. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as collateral; for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. The terms of the Credit Facility include various representations, warranties, affirmative, negative, and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

Net cash used by our operating activities for the threesix months ended MarchJune 31,30, 20262026, was $2.0$2.4 million andcompared netto cash provided by our operating activities was $0.2$0.7 million for the threesix months ended MarchJune 31,30, 2025.

There was land development revenue during the threesix months ended MarchJune 31,30, 20252025, in the amount of $2.3$3.2 million that was attributed to the Honokeana Homes project, however, there was no such revenue during the threesix months ended MarchJune 31,30, 2026.

The outstanding balance of our Credit Facility was $6,500,000$8,500,000 at MarchJune 31,30, 2026.

Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility,Facility will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next twelve months and the foreseeable longer term.