18 unchanged sentences
As we are a smaller reporting company, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting.
−Removed: CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
−Removed: We have made changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) relating to joint venture reporting during the fiscal fourth quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
−Removed: The Company has designed and implemented new controls to address the risks related to the accounting of its investments in unconsolidated joint ventures.
OTHER INFORMATION
3 unchanged sentences
The information required under this item will be set forth in our proxy statement related to our 2025 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after the close of our fiscal year ended December 31, 2025, and is incorporated herein by reference.
−Removed: Insider Trading Policy
−Removed: We have an insider trading policy (the “Insider Trading Policy”), which was most recently amended on March 4, 2025, that governs purchases, sales and other dispositions of our securities by our directors, executive officers, employees and contractors, where applicable.
−Removed: We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards applicable to us.
−Removed: Our Insider Trading Policy prohibits purchases, sales and other dispositions of our securities while in possession of material nonpublic information about us and from disclosing such information to others, and it prohibits trading on material nonpublic information of other companies obtained during the course of providing service to us.
−Removed: It also imposes additional restrictions on and trading requirements for trading in our securities by our insiders.
−Removed: A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this 2024 Annual Report.
EXECUTIVE COMPENSATION
32 unchanged sentences
2017 Equity and Incentive Award Plan
−Removed: Loan Agreement, by and between the Company and First Hawaiian Bank, dated June 6, 2016
−Removed: Credit Agreement, by and between the Company and First Hawaiian Bank, dated August 5, 2016
−Removed: Third Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 31, 2019
−Removed: Fourth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 23, 2021
−Removed: Fifth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated July 15, 2022
+Added: Sixth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 22, 2025
+Added: Third Amended and Restated Credit Agreement, dated December 22, 2025
+Added: Third Amendment of Mortgage and Security Agreement, dated December 22, 2025
Stock Option Grant to Chairman of the Board
5 unchanged sentences
Form of Stock Award Agreement for Employees (Annual Incentive)
+Added: Purchase and Sale Agreement and Escrow Instructions, dated December 3, 2025, by and between Maui Land & Pineapple Company, Inc.
+Added: and Harvest at Kumulani Chapel
+Added: Purchase Agreement and Escrow Instructions, dated January 28, 2026, by and between Maui Land & Pineapple Company, Inc.
+Added: and Race Randle
+Added: Employment Agreement, dated March 15, 2023, by and between Maui Land & Pineapple Company, Inc.
+Added: and Race Randle
+Added: Offer Letter, dated September 23, 2021, by and between Maui Land & Pineapple Company, Inc.
Insider Trading Policy
53 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.