Item 9A. Controls and Procedures
Item 9A.
CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our principal executive officer, principal financial officer, and principal accounting officer concluded that, as of such date, our disclosure controls and procedures were effective.
MANAGEMENT ’ S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management has the responsibility for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive, principal financial officer, principal accounting officer, and effected by our Board, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal controls over financial reporting include those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting only provides reasonable assurance with respect to financial statement presentation and preparation. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on its assessments, management believes that, as of December 31, 2024, the Company’s internal control over financial reporting is effective.
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.
Item 9B.
OTHER INFORMATION
None .
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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.
Item 11.
EXECUTIVE COMPENSATION
The information required under this item will be set forth in our proxy statement related to our 2026 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.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required under this item will be set forth in our proxy statement related to our 2026 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.
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Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required under this item will be set forth in our proxy statement related to our 2026 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.
Item 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required under this item will be set forth in our proxy statement related to our 2026 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.
PART IV
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
a)
1.
Financial Statements . The following financial statements of Maui Land & Pineapple Company, Inc. and subsidiaries and Report of Independent Registered Public Accounting Firm are included in Item 8 of this Annual Report:
Report of Independent Registered Public Accounting Firm (PCAOB ID 2866 )
23
Consolidated Balance Sheets as of December 31, 2025 and 202 4
25
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 202 4
26
Consolidated Statements of Changes in Stockholders ’ Equity for the Years Ended December 31, 2025 and 202 4
27
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 202 4
28
Notes to Consolidated Financial Statements
29
2.
Financial Statements schedules . Financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
3.
Exhibits . The following is a list of exhibits filed as part of this Form 10-K.
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith
2.1
Plan of Conversion of Maui Land & Pineapple Company, Inc., a Hawaii Corporation, into Maui Land & Pineapple, Inc., a Delaware Corporation
8-K
001-06510
2.1
7/20/2022
2.1
State of Delaware Certificate of Conversion from a Non-Delaware Corporation to a Delaware Corporation Pursuant to Section 265 of the Delaware General Corporation Law
8-K
001-06510
3.1
7/20/2022
3.1
Certificate of Incorporation of Maui Land & Pineapple Company, Inc.
8-K
001-06510
3.2
7/20/2022
3.2
Bylaws of Maui Land & Pineapple Company, Inc.
8-K
001-06510
3.3
7/20/2022
4.1
Description of Capital Stock
S-8
333-273009
4.1
6/28/2023
10.1#
Maui Land & Pineapple Company, Inc. Executive Severance Plan
10-Q
001-06510
10.1
4/28/2017
10.2#
Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan
DEF 14A
001-06510
Appendix A
3/28/2017
10.3#
Amendment to Maui Land & Pineapple Company, Inc. 2017 Equity and Incentive Award Plan
DEF 14A
001-06510
Appendix A
3/31/2023
10.4
Sixth Loan Modification Agreement, by and between the Company and First Hawaiian Bank, dated December 22, 2025
X
10.5
Third Amended and Restated Credit Agreement, dated December 22, 2025
X
10.6
Third Amendment of Mortgage and Security Agreement, dated December 22, 2025
X
10.7#
Stock Option Grant to Chairman of the Board
10-Q
001-06510
10.1
8/18/2023
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Table of Contents
10.8#
Form of Stock Option Grant to Directors for Board Service and Committee Service
10-Q
001-06510
10.2
8/18/2023
10.9#
Form of Restricted Stock Award Agreement to Employees (Long-Term Incentive)
10-K
001-06510
10.11
3/31/2025
10.10#
Form of Restricted Stock Unit Agreement to Directors (Issuance Deferred Until Termination of Service)
10-K
001-06510
10.12
3/31/2025
10.11#
Form of Restricted Stock Unit Agreement to Directors (Issuance Upon Vesting)
10-K
001-06510
10.13
3/31/2025
10.12#
Form of Restricted Stock Unit Agreement to Employees
10-K
001-06510
10.14
3/31/2025
10.13#
Form of Stock Award Agreement for Employees (Annual Incentive)
10-K
001-06510
10.15
3/31/2025
10.14
Purchase and Sale Agreement and Escrow Instructions, dated December 3, 2025, by and between Maui Land & Pineapple Company, Inc. and Harvest at Kumulani Chapel
X
10.15
Purchase Agreement and Escrow Instructions, dated January 28, 2026, by and between Maui Land & Pineapple Company, Inc. and Race Randle
X
10.16#
Employment Agreement, dated March 15, 2023, by and between Maui Land & Pineapple Company, Inc. and Race Randle
10-K
001-06510
10.13
3/24/2023
10.17#
Offer Letter, dated September 23, 2021, by and between Maui Land & Pineapple Company, Inc. and Wade K. Kodama
10-K
001-06510
10.10
3/1/2022
19.1
Insider Trading Policy
10-K
001-06510
19.1
3/31/2025
21.1
Subsidiaries of the Company
X
23.1*
Consent of Accuity LLP, Independent Registered Public Accounting Firm, dated March 31, 2026
X
24.1
Power of Attorney (included on the signature page of this report)
X
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)or Rule 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
X
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Clawback Policy
10-K
001-06510
97.1
3/31/2025
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema Document
X
101.CAL
InlineXBRL Taxonomy Extension Calculation document
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase
X
101.LAB
InlineXBRL Taxonomy Extension labels Linkbase Document
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Link Document
X
104
Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).
*
This certification shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
#
Indicates a management contract or compensatory plan or arrangement.
Item 16.
FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 31, 2026.
MAUI LAND & PINEAPPLE COMPANY, INC.
By:
/s/ Race Randle
Race Randle
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Race Randle and Wade K. Kodama, and each or either of them, acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or their or his or her substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements of the Exchange Act, as amended, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By
/s/ Race Randle
Date: March 31, 2026
Race Randle, Chief Executive Officer (Principal Executive Officer)
By
/s/ Scot Sellers
Date: March 31, 2026
Scot Sellers, Chairman of the Board
By
/s/ Wade K. Kodama
Date: March 31, 2026
Wade K. Kodama, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
By
/s/ Stephen M. Case
Date: March 31, 2026
Stephen M. Case, Director
By
/s/ Anthony P. Takitani
Date: March 31, 2026
Anthony P. Takitani, Director
By
/s/ Glyn F. Aeppel
Date: March 31, 2026
Glyn F. Aeppel, Director
By
/s/ Ken Ota
Date: March 31, 2026
Ken Ota, Director
By
/s/ Catherine Ngo
Date: March 31, 2026
Catherine Ngo, Director
By
/s/ John M. Sabin
Date: March 31, 2026
John M. Sabin, Director