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Item 8. Financial Statements and Supplementary Data

2026-04-01 compared with 2025-03-31 · 234 added, 151 removed, 686 unchanged (36% of the section changed)

22 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

Revenue Recognition for Honokeana Temporary Housing Project

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Commitments and Contingencies

Description of the Matter

The Company entered into a Memorandum of Agreement with the State of Hawaii, Department of Transportation to lease land and administer the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.

The Company recognizes the contract revenue over time, as performance obligations are satisfied, using the cost-to-cost method (an input method) based on contract costs incurred to date compared to total estimated contract cost.

Revenue recognition under this method is judgmental, as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete the in-process contract.

Management exercised judgment at the inception of the agreement to determine the appropriate accounting treatment of the transaction.

This included deciding on the appropriate revenue recognition for this customer agreement, which involved the following considerations:

Determination of whether the agreement entered into by the Company was a contract with a customer that would be assessed under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers .

Determination of whether there was a single or multiple, distinct performance obligation for goods or services to be provided.

Determination of the transaction price for each distinct performance obligation.

Determination of the allocated transaction price to the performance obligations in the contract.

Determination of the timing of when the Company satisfies a performance obligation and amount of revenue to recognize.

Given the factors, the related audit effort in evaluating management’s judgments in determining the appropriate revenue recognition for this customer contract was extensive and involved subjective judgments.

The Company is party to claims that arise in the normal course of business.

Contingent liabilities are recorded in the consolidated financial statements when management determines it is probable that a liability has been incurred and the amount can be reasonably estimated.

This determination requires significant judgment by management.

In assessing whether the Company should accrue a liability in its consolidated financial statements as a result of the claims, the Company considers various factors, including the legal and factual circumstances of the claims and advisement from legal counsel.

As discussed in Note 9 to the consolidated financial statements, management determined an accrual was necessary.

Management is unable to estimate the remaining amount or range of amounts, of any additional probable liability, if any, related to the claims.

We identified these potential contingent liabilities and disclosures as a critical audit matter because evaluating the likelihood of potential outcomes involves significant judgment by management.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the Company’s assertion that an additional loss is not probable and reasonably estimable as of December 31, 2025.

How We Addressed the Matter in Our Audit

Our audit procedures over revenue recognition and disclosures included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to revenue recognized for the Honokeana Temporary Housing Project.

We obtained and reviewed the Honokeana Temporary Housing Project agreement;

evaluated management’s considerations used to identify the performance obligations and transaction prices for each distinct performance obligation, identify unique contract terms that may impact the timing and amount of revenue recognized, and identify the pattern of delivery;

and examined the appropriateness of management’s application of accounting policies in accordance with ASC Topic 606.

We tested management’s analysis by evaluating the reasonableness of the Company’s estimated project costs, costs incurred to date, and transaction price.

Our audit procedures over commitments and contingencies included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the claims and approval of the accounting treatment based on the most recent facts and circumstances.

We obtained and evaluated legal confirmations from the Company’s external legal counsel involved in the claims confirming the facts and circumstances of the claims and evaluated insurance agreements to understand the basis for management’s conclusion that any additional losses from the claims are not probable and reasonably estimable as of December 31, 2025.

We evaluated the accuracy and completeness of management’s estimates reviewing a haphazard sample of legal invoices during the year ended December 31, 2025.

We evaluated the accuracy and completeness of management’s disclosures in the consolidated financial statements by comparing the disclosures to management’s internal analysis of the claims and known facts of the claims based on the information provided by the Company’s external legal counsel.

Accrued Retirement Benefits

Description of the Matter

The estimated benefit obligations and related amounts reported in the Company’s consolidated financial statements as of and for the year ended December 31, 2025.

Management engages actuarial specialists to perform the valuation and provides the specialists with the assumptions used to measure the amounts reported in the consolidated financial statements and disclosures in the notes to the consolidated financial statements.

In 2025, the Company annuitized the scheduled pension payments of the remaining participants in its pension plans to formally terminate the plans.

This transaction resulted in settlement adjustments with a material effect on the Company’s consolidated financial statements.

We identified the valuation of the accumulated retirement benefit obligation as a critical audit matter because of the highly judgmental nature of actuarial assumptions made by management and the unique settlement in 2025.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures over the termination settlement.

How We Addressed the Matter in Our Audit

Our audit procedures over accrued retirement benefits included the following:

We obtained an understanding and evaluated the design and implementation of internal controls that address the risks of material misstatement relating to management’s review of the determination of the actuarial assumptions used in calculating accrued retirement benefits and related amounts.

We evaluated the reasonableness of the methods and significant assumptions used by management and assessed the work and competency of the third-party actuarial specialists engaged by management.

We evaluated management specialists’ reports and underlying data used related to the pension termination and settlement transaction for completeness, accuracy and reasonableness.

/s/ ACCUITY LLP

5 unchanged sentences

CONSOLIDATED BALANCE SHEETS

December 31, 2024

December 31, 2023

(in thousands except share data)

7 unchanged sentences

Total current assets

15,127 10,004

PROPERTY & EQUIPMENT, NET

18,243 17,401

Investments, noncurrent portion

Investment in unconsolidated joint venture

Deferred development costs

Investment in joint venture

Deferred development costs - Development projects

15,720 14,216

Deferred development costs - Agave venture

Right of use assets

Other noncurrent assets

11 unchanged sentences

Line of credit

Lease liability, current portion

Other current liabilities

3 unchanged sentences

Accrued retirement benefits, noncurrent portion

Line of credit

Deferred revenue, noncurrent portion

Long-term debt, noncurrent portion

Other noncurrent liabilities

Lease liability, noncurrent portion

Total long-term liabilities

TOTAL LIABILITIES

14,905 16,958

COMMITMENTS AND CONTINGENCIES

26 unchanged sentences

Land development and sales

$ 5,811 $ 520

Resort amenities and other

Total operating revenues

19,457 11,565

OPERATING COSTS AND EXPENSES

7 unchanged sentences

( 4,547 ) ( 7,354 )

Gain from derecognition of nonfinancial asset

Gain on assets disposal

Gain (loss) on assets disposal, net

Pension and other post-retirement expenses

2 unchanged sentences

( 216 ) ( 61 )

$ ( 10,579 ) $ ( 7,391 )

Other comprehensive income - pension, net

1 unchanged sentence

$ ( 3,965 ) $ ( 7,384 )

NET LOSS PER COMMON SHARE-BASIC

$ ( 0.38 ) $ ( 0.15 )

NET LOSS PER COMMON SHARE-DILUTED

NET LOSS PER COMMON SHARE-BASIC AND DILUTED

$ ( 0.54 ) $ ( 0.38 )

12 unchanged sentences

18 412 - - - 412

Restricted stock and options cancellation

- 258 372 - - 630

Vested restricted stock issued

4 unchanged sentences

- - - ( 7,391 ) - ( 7,391 )

- - - ( 3,080 ) - ( 3,080 )

Balance December 31, 2024

4 unchanged sentences

44 864 - - - 864

Restricted stock and options cancellation

- 258 372 - - 630

Vested restricted stock issued

4 unchanged sentences

- - - - 6,614 6,614

- - - ( 10,579 ) - ( 10,579 )

Balance, December 31, 2025

12 unchanged sentences

( 4,679 ) ( 2,722 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

370 ( 1,371 )

NET CASH PROVIDED BY OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

2 unchanged sentences

Maturities of bond securities

Distribution from unconsolidated joint venture

Purchases of property and equipment

1 unchanged sentence

Payments for deferred development

Contribution to unconsolidated joint venture

Payments for other assets

( 4,651 ) ( 1,661 )

Distributions from (Contribution to) unconsolidated joint venture

NET CASH USED IN INVESTING ACTIVITIES

3 unchanged sentences

Principal payments on long term debt

( 151 ) ( 21 )

Principal payments on financing agreements

Common stock issuance costs and other

( 268 ) ( 111 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

( 240 ) 2,868

4 unchanged sentences

$ 5,295 $ 6,835

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITES:

RECONCILIATION OF NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES:

$ ( 10,579 ) $ ( 7,391 )

Adjustments to reconcile net loss to net cash provided by

(used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

Provision for credit losses

Provision for credit losses and impairments

Share-based compensation

(Gain) loss on disposal of property

Loss on disposal of property, net

Debt financed equipment

Revenue from investment in unconsolidated joint venture

Revenue from investment in JV

Changes in operating assets and liabilities:

4 unchanged sentences

Deferred revenue

( 133 ) 1,849

Contract overbilling

( 3,180 ) 3,180

Other operating assets and liabilities

575 ( 1,414 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

NET CASH PROVIDED BY OPERATING ACTIVITIES

$ 2,075 $ 370

1 unchanged sentence

Common stock issued to certain members of the Company’s management totaled $ 0.9 million and $ 0.4 million during the years ended December 31, 2025 and 2024, respectively.

The Company had a $ 0.2 million distribution receivable outstanding from investment in BRE2 LLC joint venture at December 31, 2024.

No distribution receivable was outstanding at December 31, 2023.

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.

The Company had $ 0.3 million and $ 0.5 in capital expenditures included in accounts payable and accrued and other liabilities at December 31, 2024 and 2023, respectively.

The Company's financed lease liabilities for equipment were $ 0.3 million and $ 0 at December 31, 2024 and 2023, respectively.

During the year ended December 31, 2025, the Company entered into new operating and financing lease agreements resulting in the recognition of Right-of-Use assets and corresponding lease liabilities of approximately $ 0.5 million.

The Company had $ 0.5 million and $ 0.3 million in capital expenditures included in accounts payable and accrued and other liabilities at December 31, 2025 and 2024, respectively.

The Company's financed certain insurance premiums of $ 1.0 million and $ 0.3 million during the year ended December 31, 2025 and 2024, respectively.

See Notes to Consolidated Financial Statements.

11 unchanged sentences

The Company owns approximately 22,300 acres of land and 247,000 square feet of commercial property on the island of Maui, Hawaii, which we put into productive use by planning, managing, developing, and selling, residential, resort, commercial, agricultural, and industrial real estate through the following business segments:

Land Development & Sales :

Land Development and Sales :

Our real estate operations consist of land planning and entitlement, development, and sales activities.

11 unchanged sentences

Receivables are recorded net of an allowance for credit losses.

The Company estimates future write-offs based on delinquencies, credit ratings, aging trends, and historical experience.

The Company estimates expected credit losses over the contractual life of the receivables based on delinquencies, credit ratings, aging trends, and historical experience.

The Company believes the allowance for credit losses is adequate to cover anticipated losses;

19 unchanged sentences

There were no impairments of deferred development costs during the years ended December 31, 2025 or 2024.

DEFERRED DEVELOPMENT COSTS – AGAVE VENTURE

Deferred development costs - Agave venture represents costs expended on the Company's new Agave venture and capitalized in accordance with ASC- 360.

The amounts capitalized at December 31, 2025 and 2024, were $ 1.7 million and $ 0.2 million, respectively.

INVESTMENT IN JOINT VENTURES

12 unchanged sentences

If management uses different assumptions or if different conditions occur in future periods, the Company’s consolidated financial condition or its future operating results could be materially impacted.

There was no impairment of long-lived assets during the years ended December 31, 2024 or 2023.

There was no significant impairment of long-lived assets during the years ended December 31, 2025 or 2024.

LEASES – THE COMPANY AS LESSEE

Company determines whether an arrangement is a lease at inception by considering whether that arrangement conveys the right to use an identified asset for a period of time in exchange for consideration.

The Company evaluates whether a lease is a finance or operating lease using the criteria established in ASC Topic 842, Leases .

Right-of-use assets (ROU assets) and lease liabilities related to leases are included in lease right-of-use assets and lease liabilities , respectively, in the Company's consolidated balance sheets.

Operating lease expense is recognized on a straight-line basis over the lease term.

Finance lease ROU assets are amortized on a straight-line basis over the shorter of the useful life of the asset or the lease term or using the useful life of the asset if the financing lease contains a purchase option that is reasonably certain to be exercised.

Interest expense on the finance lease liability is recognized using the effective interest rate method and is presented within Interest expense in the Company’s consolidated statements of operations.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

As most of the Company's leases do not provide an implicit rate and are not readily determinable, the Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date.

ROU assets also include any lease payments made at or before the commencement date and excludes any lease incentives received.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

In connection with its application of the lease guidance, the Company has evaluated the lease and non-lease components within its leases where it is the lessee and has elected, for all classes of underling assets, the practical expedient to present lease and non-lease components in its lease agreements as one component.

The Company has also elected, for all classes of underlying assets, to not recognize lease liabilities and lease assets for leases with a term of 12 months or less.

ACCRUED RETIREMENT BENEFITS

13 unchanged sentences

The Company uses the five -step model to recognize revenue from customer contracts.

The five -step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The five -step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

For each contract that involves variable consideration, the transaction price of the contract is considered the most likely outcome in estimating possible consideration amounts.

9 unchanged sentences

Contracting revenues and expenses are proportionately recognized based on actual costs incurred in relation to reliable and updated estimates of the cost to complete the project.

Project billings in excess of recognized revenues are recognized as Billings in Excess of Revenues (a deferred revenue account) and where project costs are recognized in excess of project billings, this is recognized as Costs in Excess of Billings (a deferred expense account).

Project billings in excess of recognized revenues are recorded as Billings in Excess of Revenues (a deferred revenue account) project costs in excess of project billings are recorded as Costs in Excess of Billings (a deferred expense account).

Leasing revenues are recognized on a straight-line basis over the terms of the leases.

2 unchanged sentences

Reimbursements received for real estate taxes, general excise taxes, insurance and common area maintenance expenses are recognized as revenue as provided in the underlying lease terms.

The Company elected the following practical expedients upon adoption of ASC Topic 842 on January 1, 2019:

The Company elected the following practical expedients upon adoption of Accounting Standards Codification, Leases (Topic 842 ) (ASC Topic 842 ) on January 1, 2019:

Single component practical expedient – requires the Company to account for lease and non-lease components associated with that lease, if certain criteria are met.

5 unchanged sentences

The NAPP Grant was renewed on July 1, 2023 for a six -year period.

For the period July 1, 2024 to June 30, 2025, the NAPP Grant provided $ 340,000 in government funds in support of the conservation efforts by the Company.

For the period from July 1, 2024 to June 30, 2025, the NAPP Grant provided $ 340,000 in government funds in support of the conservation efforts by the Company.

The DOH Grant for the period from April 1, 2019 to April 30, 2024 provided $ 1.1 million in total funds, in 2024, the final $ 60,000 of remaining funds were received and the grant was terminated.

9 unchanged sentences

Land development and sales, leasing, resort amenities, and general and administrative costs and expenses are reflected exclusive of depreciation and pension and other post-retirement expenses.

RECLASSIFICATION OF PRIOR YEAR PRESENTATION

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

SHARE-BASED COMPENSATION PLANS

13 unchanged sentences

Potentially dilutive shares from stock option grants to purchase common shares and non-vested restricted stock are determined using the treasury stock method.

Basic weighted-average common shares outstanding at December 31, 2024 and 2023 were 19.6 million.

Basic and diluted weighted-average common shares outstanding at December 31, 2025 and 2024 were 19.7 and 19.6 million, respectively.

FAIR VALUE MEASUREMENTS

33 unchanged sentences

environmental regulations;

acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters, such as the recent Maui wildfires;

the spread of contagious diseases, such as the Coronavirus;

acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters, such as the 2023 Maui wildfires;

the spread of contagious diseases, such as COVID- 19;

the Company’s location apart from the mainland United States, which results in the Company’s financial performance being more sensitive to the aforementioned economic risks;

7 unchanged sentences

Refer to Note 9 to the consolidated financial statements for further information regarding the Company’s legal proceedings.

NEW ACCOUNTING STANDARD ADOPTED

In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ) , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.

We have adopted this guidance, which resulted in modifications to our reportable segment disclosures, which can be found in Note 13 to our consolidated financial statements.

NEW ACCOUNTING STANDARDS ISSUED

NEW ACCOUNTING STANDARDS ADOPTED

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) , which requires public entities to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction on an annual basis.

ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2023 - 09.

The Company adopted ASU 2023 - 09 propectively during the current year.

NEW ACCOUNTING STANDARDS ISSUED

In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220 ) , which requires public entities to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses.

2 unchanged sentences

INVESTMENTS IN BOND SECURITIES

Amortized cost and fair value of debt securities at December 31, 2024 and 2023 consisted of the following:

Bond securities investments were liquidated during the year ended December 31, 2025.Amortized cost and fair value of debt securities at December 31, 2025 and 2024 consisted of the following:

(in thousands)

Amortized cost

$ 2,687 $ 3,135

Unrealized gains

$ 2,692 $ 3,139

Maturities of debt securities at December 31, 2025 and 2024 were as follows:

9 unchanged sentences

Assets held for sale consist of non-strategic land parcels identified for sale at December 31, 2025.

There are twelve parcels that total in excess of 373 acres, and carry a historical cost basis of approximately $ 82,000 .

Three parcels are actively listed for sale with a combined acreage of 16.4 acres and aggregate listing price amount to $ 10,900,000 .

There are fourteen parcels that carry a historical cost basis of approximately $ 1.8 million.

These parcels are either actively listed by a broker or privately marketed for sale.

PROPERTY & EQUIPMENT

14 unchanged sentences

Most of the Company’s 22,300 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost.

More than 20,000 acres of land are located in West Maui and comprise a largely contiguous that extends from the sea to an elevation of approximately 5,700 feet.

More than 20,000 acres of land are located in West Maui and comprise a largely contiguous parcel that extends from the sea to an elevation of approximately 5,700 feet.

This area includes approximately 900 acres entitled for mixed-use development within the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui.

9 unchanged sentences

Machinery and Equipment

Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations.

Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations and various rolling stock and off road equipment used in our land management and Agave farming operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Hal‘iimaile projects, including renovations and improvements to buildings, warehouses and commercial assets.

INVESTMENT IN UNCONSOLIDATED JOINT VENTURE

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 approximately 31 acres of former pineapple lands in Hali‘imaile valued at $ 1.6 million.

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, the remaining distributions of approximately $ 1.1 million is expected to be received in 2025 which is comprised of $ 0.6 million in remaining return of equity and approximately $ 0.5 million in net profit.

The Company received a distribution from BRE2 LLC in the amount of $ 1.0 million during the year ended December 31, 2024.

Distributions of approximately $ 1.1 million were received during the year ended December 31, 2025.

The remaining investment value of approximately $ 40,000 was written off during 2025.

BRE2 LLC was dissolved in December 2025.

LONG-TERM DEBT

On December 23, 2021, the Company executed a Fourth Loan Modification Agreement and Second Amended and Restated Credit Agreement (“Agreements”) extending the maturity date of the $ 15.0 million revolving line of credit facility with First Hawaiian Bank (“Credit Facility”) to December 31, 2025.

On December 22, 2025, the Company executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement (“Agreements”) increasing the credit limit to $ 25.0 million and extending the maturity date of the credit facility with First Hawaiian Bank (“Credit Facility”) to December 31, 2030.

The Agreements provide revolving or term loan borrowing options.

4 unchanged sentences

There are no commitment fees on the unused portion of the Credit Facility.

At December 31, 2024, $ 12.0 million was available from our Credit Facility, as the Company borrowed $ 3,000,000 during the year ended December 31, 2024 .

At December 31, 2025, $ 21.0 million was available from our Credit Facility, as the Company had $ 4.0 million outstanding at December 31, 2025 .

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.

4 unchanged sentences

The loan carried a principal amount of $ 338,720 , 0 % interest rate and a monthly payment of $ 7,057 .

The loan matures in July of 2028.

The loan matures in July 2028.

At December 31, 2025, long-term debt principal payments and imputed interest on this loan for the next four years to maturity are as follows:

Years ending December 31,

Years ending December 31, in thousands

The Company financed insurance premiums of approximately $ 1.0 million during the year ended December 31, 2025.

The remaining unpaid balance of $ 0.2 million is included in other current liabilities on the consolidated balance sheet.

ACCRUED RETIREMENT BENEFITS

2 unchanged sentences

Defined benefit pension plan

$ 912 $ ( 33 )

Non-qualified retirement plans

2 unchanged sentences

Non-current portion of accrued retirement benefits

$ 2,368 $ 1,550

The Company had two defined benefit pension plans which covered substantially all former bargaining and non-bargaining full-time, part-time and intermittent employees.

In 2011, pension benefits under both plans were frozen.

The Company merged the two defined benefit pension plans to streamline the administration of the frozen plan in 2018.

The Company also has an unfunded non-qualified retirement plan covering nine of its former employees.

The non-qualified retirement plan was frozen in 2009 and future vesting of additional benefits was discontinued.

In 2018, the Company merged the two defined benefit pension plans (the “Defined Plan”) to streamline the administration of the frozen plan in.

The Company also has an unfunded non-qualified retirement plan (the”Non-qualified Plan”) covering nine of its former employees.

The Non-qualified plan was frozen in 2009 and future vesting of additional benefits was discontinued.

The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in 2023.

The benefits paid from of the plan towards the final annuitization and plan termination was $ 12.4 million.

The measurement date for the Company’s benefit plan disclosures is December 31 of each year.

11 unchanged sentences

Benefit obligations at end of year

13,949 15,552

Change in plan assets:

13,860 13,783

Fair value of plan assets at beginning of year

1 unchanged sentence

Actual return on plan assets

Employer contributions

( 210 ) ( 231 )

Employer contributions

Asset transfers

Benefits paid

Fair value of plan assets at end of year

( 12,416 ) ( 2,314 )

Fair value of plan assets at end of year

Funded status

6 unchanged sentences

Expected long-term return on plan assets

5.40 % 5.25 %

Rate of compensation increase

Accumulated other comprehensive loss of $ 6.9 million at December 31, 2024 and 2023, respectively, represent the net actuarial loss which have not yet been recognized as a component of pension and other post-retirement expense.

Components of net periodic benefit cost and other amounts recognized in comprehensive income were as follows:

8 unchanged sentences

Pension and other postretirement expenses

$ 6,912 $ 948

Other changes in plan assets and benefits obligations recognized in comprehensive income:

Net loss (gain)

900 $ ( 1,060 )

Amortization of recognized loss

6 unchanged sentences

Expected long-term return on plan assets

Rate of compensation increase

Weighted average assumptions used to determine net periodic benefit cost:

Discount rate

4.98 % 5.40 - 5.52 %

Expected long-term return on plan assets

Rate of compensation increase

3 unchanged sentences

Diversification and rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns.

At December 31, 2024 and 2023, the plan held shares of various Aon Collective Investment Trust (“ACIT”) funds.

The fair value of the Company’s pension plan assets by category were as follows:

2024 Fair Value Measurements

( in thousands)

Quoted Prices in

Active Markets for

Identical Assets

Significant Other

Observable Inputs

Measured at NAC as

a practical expedient

ACIT equity funds

$ - $ 94 $ - $ 94

ACIT fixed income funds

- 10,362 - 10,362

Cash management funds

$ - $ 11,441 $ - $ 11,441

As a result of the termination of the Defined Plan and the Non-qualified Plan in 2025, we did not have any plan assets at December 31, 2025.

At December 31, 2024, the Defined Plan held shares of various Aon Collective Investment Trust (“ACIT”) funds.

At December 31, 2025 the plan assets were $ 0 .

The fair value of the Company’s pension plan assets by category at December 31, 2024 were as follows:

2024 Fair Value Measurements

1 unchanged sentence

Quoted Prices in

Active Markets for

Identical Assets

Active Markets

for Identical

Assets (Level 1)

Significant Other

Observable Inputs

Measured at NAC as

a practical expedient

nputs (Level 2)

ACIT equity funds

4 unchanged sentences

$ - $ 11,441 $ - $ 11,441

$ - $ 13,790 $ 70 $ 13,860

Level 1 assets are priced using quotes for trades occurring in active markets for the identical asset.

4 unchanged sentences

Redemptions may be requested at the fund’s quarter-end NAV under the notification requirements of each fund, including a 105 day notice.

An administrative committee consisting of certain senior management employees administers the Company’s defined benefit pension plan.

The pension plan assets are allocated among approved asset types based on the plan’s current funded status and other characteristics set by the administrative committee, subject to liquidity requirements of the plan.

An administrative committee consisting of certain senior management employees administers the Company’s Defined Plan.

Estimated future benefit payments are as follows (in thousands):

Years ending December 31,

2029-2033 614

No minimum contributions were required in 2024 or 2023.

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

The change in timing provided 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.

The cost of the final annuitization for the participants amounted to approximately $ 11.7 million, paid from the pension assets.

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.

Plan cash contributions in the amount of $ 1,060,000 were made to the Defined Plan during the year ended December 31, 2025.

No contributions were required in 2024.

A settlement expense in the amount of $ 6,556,000 was recognized during the year ended December 31, 2025.

A $ 6,556,000 non-cash GAAP expense to recognize the most current estimated costs to terminate the Defined pension plan was incurred during the year ended December 31, 2025.

A cash contribution to the Defined plan in the amount of $ 1,060,000 was made during the year ended December 31, 2025.

No contributions to the plan were required in 2024.

Final expense recovery of $ 587,000 was recognized upon the final termination of the Defined plan which was completed during the third quarter of 2025.

CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $ 0.6 million, $ 4.3 million, and $ 0.4 million at December 31, 2025, 2024 and 2023, respectively.

In 2024, $ 3.5 million of contract receivable is due to the outstanding progress billing from the temporary homes construction project and the remaining $ 0.8 million is due from Kapalua Club receivable, utility fees receivable and conservation grants receivable from the State of Hawaii.

In 2024, $ 3.5 million of contract receivable is due to the outstanding progress billing from the temporary homes construction project.

The $ 0.6 million receivable at December 31, 2025 is due from Kapalua Club receivable, utility fees receivable and conservation grants receivable from the State of Hawaii.

Deferred license fee revenue

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COMMITMENTS AND CONTINGENCIES

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 the Company’s Upcountry Maui wastewater treatment facility.

The facility was built in the 1960’s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations.

The facility was built in the 1960’s 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 development of improvements to the current wastewater treatment plant, which become final and binding unless a hearing is requested to contest the alleged violations and penalties.

The 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 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.

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A feasibility study was prepared and submitted identifying various technical solutions that could be implemented to resolve the Order.

The Company submitted a plan and proposed solution 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.

One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed.

The Company is awaiting comments, feedback and approval from the DOH at the time of filing the Form 10 -K.

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.

The Company paid approximately $ 23,000 for the reimbursement of filtration and maintenance costs during the years ended December 31, 2024 and 2023.

The Company is presently 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.

Accordingly, no reserve for costs relating to any future wells has been recorded as the Company is unable to estimate the amount, or range of amounts, of any probable liability, if any.

In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal course of the Company’s business activities.

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.

We have accrued approximately $ 23,000 related to the administrative penalty as of December 31, 2025.

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.

Maui County Water Filtration Settlement

Pursuant to a 1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers 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.

The Company paid approximately $ 23,000 for the reimbursement of filtration and maintenance costs during each of 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.

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, in any, of any probable liability.

Honokohau Stream Irrigation Water Dispute

On August 18, 2025, TY Management Corporation, which owns two golf courses (The Kapalua Plantation Golf Course and the Kapalua Bay Golf Course), 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 Ride 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 Circuit Court of the Second Circuit, State of Hawaii.

The complaint alleged the Company failed to provide irrigation water from Honokohau Stream due to an alleged failure to maintain the ditch system that transports water from the stream.

The complaint seeks declaratory and injunctive relief and unspecified monetary damages.

The Company's insurance carrier accepted the claim and tendered defense on behalf of the Company.

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.

At the time of filing this Annual Report, 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.

Since 2019, the availability of divertible water from Honokohau Stream has been reduced under Hawai’i state law.

In addition, the stream has experienced record low flows associated with historic drought conditions impacting the island of Maui.

At its September 2025 meeting, the Commission on Water Resource Management, the state agency responsible for administering the state water code, reported that rainfall contributes to runoff and baseflow to streams, and that for the period between September 2024 and August 2025, annual rainfall in Honokohau Valley was 46% of normal.

As a result of reduced rainfall and Hawaii state law public trust uses, including drinking water and traditional practices, there has been less water available for private commercial irrigation

KRA Annexations

In 2024 and 2025, the Company, as the developer of Kapalua and member of the KRA, annexed certain lands into Kapalua in accordance with procedures set forth in the KRA’s governing declaration.

KRA's records reflect the annexed lands are part of Kapalua.

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.

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.

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 this Annual Report, the financial impact to the Company, if any, cannot be determined or estimated.

KRA is responsible for the defense of the directors named in the claim.

The Company will intend to defend against claims.

In addition, from time to time, the Company is a party various legal proceedings, disputes, and other claims arising in the ordinary course of business.

The Company believes the resolution of these other matters, in the aggregate, is not likely to have a material adverse effect on the Company’s consolidated financial position or operations.

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$ 8,703 $ 7,732

Leased property, net of accumulated depreciation, was $ 9.6 million and $ 10.3 million at December 31, 2024 and 2023, respectively.

Leased property, net of accumulated depreciation, was $ 10.2 million and $ 9.6 million at December 31, 2025 and 2024.

Future minimum rental income for the next five years and thereafter are as follows (in thousands):

Years ending December 31,

SHARE-BASED COMPENSATION

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During the year ended December 31, 2025 , 96,375 shares of stock options granted to directors in 2024 for annual board and committee service vested.

There were 96,375 shares of unvested share options, or $ 0.9 million of unrecognized compensation cost at December 31, 2024 .

No shares underlying the 2024 stock option grants to directors remain unvested.

The simplified method described in Staff Accounting Bulletin No.

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Share-based compensation expenses totaled $ 4.3 million and $ 6.3 million for the years ended December 31, 2025 and 2024 , respectively.

Included in these amounts were $ 0.6 million of restricted common stock vested during the years ended December 31, 2024 and 2023, and $ 4.3 million and $ 1.4 million of stock options vested during the years ended December 31, 2024 and 2023 , respectively.

Included in these amounts were $ 1.2 million and $ 0.6 million of restricted common stock vested during the years ended December 31, 2025 and 2024, and $ 2.1 million and $ 4.3 million of stock options vested during the years ended December 31, 2025 and 2024 , respectively.

On August 5, 2024, R.

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Adjusted for:

Permanent Differences

Non-deductible items

31 ( 0.3 % ) 6

Return to provision adjustments

1,606 ( 15.2 % ) ( 372 )

State and local income tax, net of federal income tax effect

( 623 ) 5.9 %

Valuation Allowance

1,208 ( 11.4 % ) 1,961

Income Tax expense/(benefit)

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The Company had no unrecognized tax benefits for the years ended December 31, 2025 and 2024, and therefore did not recognize any interest expense or penalties on unrecognized tax benefits.

The Company paid no income taxes in the years ended December 31, 2025 and 2024.

SEGMENT INFORMATION

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Condensed consolidated financial information for each of the Company’s reportable segments for the years ended December 31, 2025 and 2024 (in thousands) were as follows:

Land Development

Development &

Resort Amenities

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( 712 ) ( 949 ) ( 237 ) ( 7,164 ) ( 9,062 )

Operating loss

Operating income (loss)

1,118 2,439 ( 789 ) ( 7,315 ) ( 4,547 )

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Interest expense

Loss on asset disposal

Loss on asset disposal, net

Other income, net

Income from continuing operations

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Segment assets are located in the United States.

The Land Development and Sales segment includes a $ 1.0 million equity method investment as of December 31, 2024.

Land Development

Development &

Resort Amenities

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( 645 ) ( 859 ) ( 215 ) ( 8,890 ) ( 10,609 )

Operating loss

Operating income (loss)

( 1,229 ) 3,088 ( 268 ) ( 8,945 ) ( 7,354 )

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Interest expense

Gain from derecognition of nonfinancial asset

Loss on asset disposal, net

Income from continuing operations

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The Land Development and Sales segment includes a $ 1.0 million equity method investment as of December 31, 2024.

ALLOWANCE FOR CREDIT LOSSES

Allowance for credit losses for 2025 and 2024 were as follows:

Balance at Beginning

Balance at End

(in thousands)

Allowance for Credit Losses

Alowance for Credit Losses

$ 505 $ ( 189 ) $ 316

$ 518 $ ( 13 ) $ 505

LONG TERM LEASES

As of December 31, 2025, the company’s lease portfolio consists of five operating leases (office equipment and vehicles) and one finance lease (heavy equipment).

The following table summarized the classification of leases on the Balance Sheet as of December 31, 2025 and 2024:

(in thousands)

Operating Lease ROU Assets

Finance Lease ROU Assets

Total Lease Assets

(in thousands)

Operating Lease liabilities

Finance Lease Liabilities

Total Lease Liabilities - Current $ 106 $ 12

Operating Lease liabilities

Finance Lease Liabilities

Total Lease Liabilities - Non-Current

The company used weighted-average discount rate of 4.50 %.

The weighted-average remaining lease term for operating leases is 4.8 years.

The weighted-average reaming lease term for the finance lease is 3.3 years.

The following table projects the undiscounted cash flows for lease liabilities over the remaining five years:

Operating Leases

Finance Lease

Total lease payments

imputed interest

( 18 ) ( 32 )

Total lease liability

SUBSEQUENT EVENT

On January 28, 2026 ( “Effective Date”), the Company entered into a Purchase Agreement and Escrow Instructions (“Purchase Agreement”) with Race A.

Randle, the Chief Executive Officer of the Company (“Buyer”), pursuant to which the Company agreed to sell to Buyer a 30 -acre parcel of land (“Property”), located in Lahaina, Hawaii.

The Property is unimproved land that the Buyer will improve as a farm and home, pursuant to the terms of the Purchase Agreement.

The purchase price (“Purchase Price”) for the Property is $ 1,200,000 .

The Board has received and approved an appraisal of the property from an independent licensed Hawaii third -party appraiser that confirms the purchase price exceeds the current fair market value for the property as of the Effective Date.

The transaction includes a value true-up mechanism on the fifth anniversary that requires the Buyer to pay additional purchase price if the fair market value of the Property on the fifth anniversary exceeds the Purchase Price.

The Buyer is also subject to a long-term occupancy requirement as a principal residence, the breach of which grants the Company a repurchase option.

Furthermore, the agreement utilizes a shared appreciation model where a decreasing percentage of sale profits must be paid to the Seller if the property is disposed of before the tenth anniversary.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data