Form 8-K

8-K — MAUI LAND & PINEAPPLE CO INC

Accession: 0001437749-26-017682

Filed: 2026-05-19

Period: 2026-05-18

CIK: 0000063330

SIC: 6500 (REAL ESTATE)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — mlp20260518_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_964975.htm)

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2026-05-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2026

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-06510

99-0107542

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

500 Office Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

MLP

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01 REGULATION FD DISCLOSURE

On May 18, 2026, Maui Land & Pineapple Company, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) with the County of Maui, a political subdivision of the State of Hawaii, regarding the parties’ mutual intention to negotiate and enter into agreements for the sale or lease of certain real property and water infrastructure assets in West Maui and Upcountry Maui.

The MOU sets forth certain conditions that must be satisfied in order for the parties to enter into the proposed transaction. The MOU is non-binding and does not obligate either party to consummate the proposed transaction, and there can be no assurance that the parties will enter into a definitive agreement to consummate the proposed transaction.

The Company recognizes that long-term value depends on responsible stewardship of natural resources and meaningful collaboration with stakeholders, such as the County of Maui, to protect those resources for future generations of Maui communities. Following more than a year of discussions with prospective asset buyers, the MOU represents an important milestone in the Company’s efforts to sell certain assets, continue the activation of the Company’s land portfolio, and unlock value on its parcels by increasing housing inventory.

Key Points from the Company:

•

On September 10, 2025, the Company announced the formation of a sub-committee led by Board member Ken Ota to explore the strategic sale of certain water-related assets in Maui County.

•

Following the formation of the sub-committee and negotiations with multiple prospective buyers of certain Company assets, the Company entered into the MOU with the County of Maui as the selected buyer of assets identified in the MOU.

•

The assets are expected to be valued based on professional appraisals.

•

The County of Maui has initiated budget allocations toward the potential purchase.

•

The MOU includes monetary and non-monetary consideration for the Company, including water credits and land use support intended to facilitate the development of much-needed housing on the Company’s West Maui and Upcountry Maui landholdings.

The County of Maui issued a press release outlining the terms of the MOU. A copy of the press release is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

The information provided in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

Forward-Looking Statements

Any statements contained in this Current Report that refer to events that may occur in the future or other non-historical matters are forward-looking statements. These statements generally are characterized by the use of terms such as “may,” “will,” “should,” “plan,” “anticipate,” “estimate,” “predict,” “believe” and “expect” or the negative of these terms or other comparable terminology. These forward-looking statements are based on the Company’s expectations as of the date of this report and are subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Actual results could differ materially from those projected in the forward-looking statements as a result of the following factors, among others: (i) the conditions set forth in the MOU may not be satisfied; (ii) the MOU may be terminated; and (iii) the Company and the County of Maui may not enter into the proposed transaction pursuant to the terms of the MOU or at all. Given these uncertainties, the Company cautions investors and potential investors not to place undue reliance on such statements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit

Number

Description

99.1

County of Maui Press Release dated May 18, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements 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 hereunto duly authorized.

MAUI LAND & PINEAPPLE COMPANY, INC.

Date: May 19, 2026

By:

/s/ WADE K. KODAMA

Wade K. Kodama

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_964975.htm · Sequence: 2

ex_964975.htm

Exhibit 99.1

County of Maui

Communications Office

Kalana O Maui building

200 South High St., 9th Floor

Wailuku, Hawai‘i 96793

Media phone: (808) 463-0898

PRESS RELEASE

For Immediate Release

May 18, 2026

Historic County-Maui Land & Pineapple MOU sets framework for long-term water security, public stewardship

Plan calls for County acquisition of MLP’s West Maui water system, other assets

In a historic step toward securing water resources for public trust, Mayor Richard Bissen announced a Memorandum of Understanding (MOU) with Maui Land & Pineapple Co. Inc. (MLP) to acquire its West Maui water infrastructure. This marks the critical first phase of a broader effort that would also secure additional private water systems in Olowalu and Launiupoko. This will increase public stewardship of West Maui’s drinking water systems from 45% to 93% while supporting much-needed housing development for local residents.

“This monumental move by County government to acquire private water systems represents our commitment to long-term water stewardship for future generations,” Mayor Bissen said. “Transitioning Maui Nui water resources to the public trust strengthens the County’s ability to improve water resiliency and support critical affordable housing projects, traditional and cultural practices, emergency response, agriculture needs and environmental protection. This MOU caps a year of negotiations with MLP, and we appreciate their willingness to engage and work collaboratively toward solutions that provide long-term public benefit.”

The MOU is a formal declaration of intent that establishes a framework for the County acquiring MLP’s West Maui water system, along with select Upcountry water infrastructure and other MLP assets. In addition to the transition from private to public ownership of water systems, the MOU also creates opportunities for the County to increase workforce and affordable housing supply for local families.

“It’s our honor to collaborate with the County on this historic milestone – strengthening water and housing security for current and future generations,” MLP CEO Race Randle said. “Maui County continues to demonstrate a holistic understanding of all elements of a water system – from critical watersheds to our streams, aquifers and wells.”

The MOU provides the framework for the transfer of the following MLP West Maui water assets to the County of Maui:

●

Honokōhau Ditch System, including its ditch and associated tunnels, siphons, pipelines and key reservoirs.

●

Puʻu Kukui Watershed, a long-term ground lease for the 8,661-acre watershed preserve to maximize rainfall capture and retention for surface water and groundwater systems in West Maui

●

Four Honokōwai aquifer wells in the Kahana ahupuaʻa

●

Three Honolua aquifer wells in the Honokahua ahupuaʻa

●

Two proposed, new Honolua aquifer well sites in the Mailepai ahupuaʻa

●

Proposed 50-acre, approximately 120-million-gallon reservoir site to support the County’s Mahinahina water treatment facility

●

Kahana Pump Station

As part of the agreement, an existing Upcountry well in Piʻiholo would also be acquired, along with land for additional well sites and water storage, as well as non-water infrastructure assets. The non-water assets include a Mokuʻula land parcel, Kahana roadway and land in Hāliʻimaile for a Police substation and a Fire station.

The purchase price of MLP assets will be established through formal County appraisals and system assessments, and estimates are not yet available. Conditions of the final sale are still being negotiated, and the acquisition must be approved by the Maui County Council.

Taking critical steps toward fulfilling his administration’s priorities and commitment to have Maui Nui’s water resources managed in the public trust, Mayor Bissen announced earlier this year that the County is in negotiations with MLP, Kamehameha Schools and West Maui Land to acquire key water system assets, including the Olowalu and Launiupoko irrigation and water companies.

If successful, water systems in West Maui, including both drinking and irrigation, will transition from 25% to 65% publicly owned.

More importantly, public stewardship of drinking water systems in West Maui will increase from 45% to 93%, representing a major step toward ensuring this essential resource is managed in the public trust.

“My administration is committed to long-term stewardship, responsible planning and protecting Maui County’s future,” Mayor Bissen said. “Water security and resiliency are foundational to a strong and sustainable community. This monumental step with MLP demonstrates what can happen when organizations come together around shared community priorities.”

For more information on MLP, visit www.mauiland.com. For more information on the County of Maui, visit www.mauicounty.gov.

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