What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-01 compared with 2025-03-31 · 81 added, 69 removed, 202 unchanged (43% of the section changed)

16 unchanged sentences

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.

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.

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.

In recent years, we have continued to implement our strategic plan focused on our mission of optimizing our assets for their most productive use.

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.

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.

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.

In 2024, we advanced 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 location in the 2023 Maui wildfires.

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.

In 2025, we continue 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 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.

At December 31, 2024, our commercial properties and land were occupied at the following levels:

As of December 31, 2025, our commercial properties and land were occupied at the following levels:

Commercial Real Estate

2024 Net increase (decrease) in leased area

(decrease) in

leased area for

(decrease) in

leased area for

Commercial/Industrial

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.

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.

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, 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.

To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land.

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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 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.

Approximate Land Area (acres)

Current Land Use/Zoning

Improvements in process

# of Parcels or # of allowable units/lots

Improvements in

# of Paracels or # of

Improved Land - Remnant and non-strategic parcels planned for sale

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Miscellaneous

N/A - Complete

Three Miscellaneous Non-strategic properties

Miscellaneous

N/A - Complete

Improved Land - Property in active marketing for sale and/or development

Baldwin Ranch Estates Phase 2

Active construction and sales by JV partner.

Kapalua Resort - Makai

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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.

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.

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.

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.

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.

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.

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.

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 costs, we expect to fund them primarilythrough 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‘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.

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.

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.

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.

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.

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.

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.

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.

The Company is focused on continuing to increase the occupancy of these agricultural lands to improve productivity via economic activity and local food production.

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Operating loss

Gain from derecognition of nonfinancial asset

Loss on asset disposal

Gain from dercognition of nonfinancial asset

Gain (Loss) on asset disposal

Pension and other postretirement expenses

Interest expense

Net loss per Common Share - Basic

Net loss per Common Share - Diluted

Net loss per Common Share - Basic and Diluted

LAND DEVELOPMENT AND SALES

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Operating costs and expenses

Operating loss

Operating income (loss)

Land Development and Sales operating revenues include the sales of our real estate inventory.

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.

There were no significant real estate development expenditures during the years ended December 31, 2024 and 2023, respectively.

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.

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.

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.

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.

Prior to the Maui wildfires 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.

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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 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.

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.

1 unchanged sentence

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.

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..

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

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The Kapalua Club does not own or operate any resort amenities and the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club and other resort amenities.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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").

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.

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

The termination notification of the Qualified Plan originally made on August 31, 2023, was amended to November 30, 2023.

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.

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.

In 2025, we terminated our defined benefit pension plan (the “Defined Plan”).

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.

No contributions to the plan were required in 2024.

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.

SHARE-BASED COMPENSATION PLANS

1 unchanged sentence

The impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized.

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.

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.

INTEREST EXPENSE

There was $4.0 million of borrowings outstanding on our credit facility with a bank at December 31, 2025.

There were no borrowings outstanding at December 31, 2023.

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.

Interest expense paid during the year ended December 31, 2024 equaled approximately $55,000.

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

4 unchanged sentences

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.

We intend to hold our bond investments until maturity.

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.

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.

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.

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We were in compliance with the covenants under the Credit Facility at December 31, 2025.

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.

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.

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.

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.

Our bond investments yielded approximately 2.90% and 4.35% in aggregate at December 31, 2025 and 2024, respectively.

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 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 $4.6 million for 2026.

2 unchanged sentences

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.

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.

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.

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.

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.

Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects.

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Stock options were issued to the Chairperson of the Board, members of the Board, and the Chief Executive Officer.

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.

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.

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 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.

For cancellations of options, the remaining unvested option valuation expense will be accelerated and expensed immediately upon the option cancellation date.

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity