Form 8-K

8-K — MAUI LAND & PINEAPPLE CO INC

Accession: 0001437749-26-010766

Filed: 2026-04-01

Period: 2026-03-31

CIK: 0000063330

SIC: 6500 (REAL ESTATE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — mlp20260311_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_931176.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: mlp20260311_8k.htm · Sequence: 1

mlp20260311_8k.htm

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0000063330

2026-03-31

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): March 31, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On March 31, 2026, Maui Land & Pineapple Company, Inc. (the "Company") issued a press release, which sets forth the results of its operations for the fiscal year ended December 31, 2025. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit

Number

Description

99.1

Maui Land & Pineapple Company, Inc. Press Release dated March 31, 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAUI LAND & PINEAPPLE COMPANY, INC.

Date: March 31, 2026

By:

/s/ WADE K. KODAMA

Wade K. Kodama

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_931176.htm · Sequence: 2

Exhibit 99.1

Maui Land & Pineapple Company, Inc. Reports Fiscal Year 2025 Results

KAPALUA, Hawai‘i / March 31, 2026 (BusinessWire) – Maui Land & Pineapple Company, Inc. (NYSE: MLP) today reported financial results covering the year ended December 31, 2025.

“Our fiscal year 2025 results reflect significant progress in executing strategic initiatives, with operating revenues growing over 70% from last year. This growth was largely driven by higher recurring leasing revenue achieved through purposeful placemaking in our Kapalua and Hāli‘imaile town centers. These results were complemented by an increase of over 146% in Adjusted EBITDA from 2024, marking the second consecutive year of improvement.

We are seeing meaningful momentum in our efforts to maximize productivity and drive value creation. These efforts are supported by targeted land sales, which provide incremental capital to fuel investments in our asset portfolio and agricultural operations, including our new scalable agave venture.

We also took action to strengthen our future financial foundation and fulfill our kuleana (responsibility) to former plantation-era pineapple employees by funding and annuitizing their pension plan,” said Race Randle, CEO, Maui Land & Pineapple Company, Inc.

Notable achievements this year include the following:

In 2025, leasing revenues improved by 33%, aided by dedicated asset management and the execution of 15 new leases. From January 1, 2024 to December 31, 2025, 42 leases, comprising 34 commercial leases accounting for 83,812 leasable square feet and 8 land leases encompassing 1,131 acres of land were executed. We continue to focus on opportunities to enhance this recurring revenue stream and provide stable capital for our ongoing operations, through improved occupancy and purposeful placemaking.

The Company sold six non-strategic land parcels throughout the year, generating $2,435,000 in sales revenues to fund planning and development of active projects. There are fourteen additional parcels that are either actively listed by a broker or privately marketed for sale.

These efforts drove total operating revenues up by 68% in 2025, primarily reflecting improvements in land sales and growth in leasing revenues. Adjusted EBITDA improved by 146% in 2025, marking the second consecutive year improving this measurement.

On the agricultural front, the Company launched a new drought-tolerant agricultural venture, planting approximately 38 acres of blue weber agave on underutilized croplands in Upcountry, Maui. The Company is proud to have returned to agriculture activities and will advance efforts to develop value-added products with this drought-tolerant crop.

Finally, the Company fulfilled its largest remaining commitment to former employees by funding and annuitizing the qualified pension plan at an expense of $6.6 million. The final remaining pension plan obligations are scheduled to be funded and resolved in the fourth quarter of 2026 at an estimated cost of $1.6 million.

“We are pleased with the 2025 results, representing continued year-over-year improvements in our financial performance. While our Net Loss increased due to the $6.6 million non-cash GAAP recognition of our pension funding, it is critical that we honor and resolve legacy obligations as we accelerate the business in new directions which contribute to housing, agriculture, economic vitality, and small businesses on Maui,” added Randle.

2025 Financial Highlights

●

GAAP Operating Loss improved by 38% to ($4.5) million in the year ended December 31, 2025, from ($7.4) million in the year ended December 31, 2024, a year over year improvement of $2.9 million.

●

Adjusted EBITDA (Non-GAAP) improved by 146% to $1.8 million in the year ended December 31, 2025, from $0.7 million in the year ended December 31, 2024, a year-over-year improvement of $1.1 million.

●

Land development and sales business segment’s net operating income improved by 416% to $5.8 million in the year ended December 31, 2025, from ($0.5) million in the year ended December 31, 2024.

●

Leasing revenues improved by 33% to $12.8 million in the year ended December 31, 2025, from $9.6 million in the year ended December 31, 2024, a year-over-year improvement of $3.2 million.

●

Combined General and administrative and Share-based compensation expenses decreased by 15% to $9.1 million in the year ended December 31, 2025, from $10.6 million in the year ended December 31, 2024. a decrease of $1.5 million. The decrease was driven by a $2.0 million reduction in share-based compensation due to the reduced use of options. The Company does not anticipate using options for director compensation in the future, likely resulting in a decrease in share-based compensation expenses in future periods.

●

Net loss increased by 43% to ($10.6) million in the year ended December 31, 2025, from ($7.4) million in the year ended December 31, 2024. This increase of $3.2 million was primarily driven by the GAAP recognition of $6.9 million in pension expenses related to the termination of the qualified pension plan on September 30, 2025, of which $6.6 million was non-cash.

●

Cash and Investments Convertible to Cash (Non-GAAP) totaled $5.3 million on December 31, 2025, compared to $9.5 million at December 31, 2024, a decrease of $4.2 million. The decrease in cash is primarily attributed to $1.0 million in pension contributions and approximately $4.5 million of cash expended on land development activities, capital investments on assets across the portfolio, and launch of our new agave venture.

Non-GAAP Financial Measures

Certain non-GAAP financial measures are presented in this press release, including Adjusted EBITDA and Cash and Investments Convertible to Cash, to provide information that may assist investors in understanding the Company's financial results and financial condition and assessing its prospects for future performance. We believe that Adjusted EBITDA is an important indicator of our operating performance because it excludes items that are unrelated to, and may not be indicative of, our core operating results. We believe Cash and Investments Convertible to Cash are important indicators of liquidity because it includes items that are convertible into cash in the short term. These non-GAAP financial measures are not intended to represent and should not be considered more meaningful measures than, or alternatives to, measures of operating performance or liquidity as determined in accordance with GAAP. To the extent we utilize such non-GAAP financial measures in the future, we expect to calculate them using a consistent method from period to period.

EBITDA is a non-GAAP financial measure defined as net income (loss) excluding interest, taxes, depreciation and amortization. Adjusted EBITDA is further adjusted for non-cash stock-based compensation expense, pension and post-retirement expenses, and bad debt. Adjusted EBITDA is a key measure used by the Company to evaluate operating performance, generate future operating plans and make strategic decisions for the allocation of capital. The Company presents Adjusted EBITDA to provide information that may assist investors in understanding its financial results. However, Adjusted EBITDA is not intended to be a substitute for net income (loss). A reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure is provided further below.

Cash and Investments Convertible to Cash is a non-GAAP financial measure defined as cash and cash equivalents plus investments convertible to cash within forty-eight hours. Cash and Cash Investments Convertible to Cash is a key measure used by the Company to evaluate internal liquidity.

Additional Information

More information about Maui Land & Pineapple Company’s fiscal year 2025 operating results are available in the Form 10-Q filed with the Securities and Exchange Commission and posted at mauiland.com.

About Maui Land & Pineapple Company

Maui Land & Pineapple Company, Inc. (NYSE: MLP) is dedicated to the thoughtful stewardship of its portfolio, including over 22,300 acres of land along with approximately 247,000 square feet of commercial real estate. The Company envisions a future where Maui residents thrive in more resilient communities with sufficient housing supply, economic stability, food and water security, and deep connections between people and place. For over a century, MLP has built a legacy of thoughtful stewardship through conservation, agriculture, community building, and land management. The Company continues this legacy today with a mission to thoughtfully maximize the productive use of its assets to meet the critical needs of current and future generations.

Company assets include land for future residential communities and mixed-use projects within the world-renowned Kapalua Resort, home to luxury hotels such as The Ritz-Carlton Maui and The Resort at Kapalua Bay, pristine beaches, a network of walking and hiking trails, and the Pu‘u Kukui Watershed, the largest private nature preserve in Hawai‘i.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to put its land into productive use, our ability to cultivate and commercialize Agave, our ability to market and sell nonstrategic land parcels in our portfolio, and our ability to reduce share-based compensation expenses. These forward-looking statements are based upon the current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond the control of the Company. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company's reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available on the SEC's Internet site (http://www.sec.gov). We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether because of new information, future developments or otherwise.

# # #

CONTACT

Investors:

Wade Kodama | Chief Financial Officer | Maui Land & Pineapple Company

e: wade@mauiland.com

Media:

Ashley Takitani Leahey | Vice President | Maui Land & Pineapple Company

e: ashley@mauiland.com

Dylan Beesley | Senior Vice President | Bennet Group Strategic Communications

e: dylan@bennetgroup.com

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

(Audited)

Years Ended

December 31,

2025

2024

(in thousands except

per share amounts)

OPERATING REVENUES

Land development and sales

5,811

520

Leasing

12,799

9,621

Resort amenities and other

847

1,424

Total operating revenues

19,457

11,565

OPERATING COSTS AND EXPENSES

Land development and sales

3,963

1,104

Leasing

8,456

5,006

Resort amenities and other

1,388

1,477

General and administrative

4,744

4,297

Share-based compensation

4,318

6,312

Depreciation

1,135

723

Total operating costs and expenses

24,004

18,919

OPERATING LOSS

(4,547

)

(7,354

)

Gain (loss) on assets disposal

(15

)

Other income

1,111

924

Pension and other post-retirement expenses

(6,912

)

(948

)

Interest expense

(216

)

(61

)

NET LOSS

(10,579

)

(7,391

)

Other comprehensive income - pension, net

6,614

TOTAL COMPREHENSIVE LOSS

(3,965

)

(7,384

)

NET LOSS PER COMMON SHARE-BASIC AND DILUTED

(0.54

)

(0.38

)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

December 31, 2025

December 31, 2024

(audited)

(in thousands except share data)

ASSETS

CURRENT ASSETS

Cash and cash equivalents

5,295

6,835

Accounts receivable, net

1,371

5,016

Investments, current portion

2,687

Prepaid expenses and other assets

608

507

Assets held for sale

1,827

Total current assets

9,101

15,127

PROPERTY & EQUIPMENT, NET

18,243

17,401

OTHER ASSETS

Investment in joint venture

968

Deferred development costs - Development projects

15,720

14,216

Deferred development costs - Agave venture

1,680

194

Right of use assets

518

Other noncurrent assets

2,706

2,209

Total other assets

20,624

17,611

TOTAL ASSETS

47,968

50,139

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES

CURRENT LIABILITIES

Accounts payable

2,774

2,321

Payroll and employee benefits

1,159

908

Accrued retirement benefits, current portion

1,620

140

Deferred revenue, current portion

833

Long-term debt, current portion

Line of credit

3,000

Lease liability, current portion

106

Other current liabilities

786

730

Contract overbillings

3,180

Total current liabilities

7,363

11,209

LONG-TERM LIABILITIES

Accrued retirement benefits, noncurrent portion

2,368

Line of credit

4,000

Deferred revenue, noncurrent portion

1,100

1,233

Deposits

1,927

1,968

Long-term debt, noncurrent portion

102

168

Lease liability, noncurrent portion

413

Total long-term liabilities

7,542

5,749

TOTAL LIABILITIES

14,905

16,958

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding

Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,755,431 and 19,663,780 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

87,580

85,877

Additional paid-in-capital

17,346

15,202

Accumulated deficit

(71,587

)

(61,008

)

Accumulated other comprehensive loss

(276

)

(6,890

)

Total stockholders' equity

33,063

33,181

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

47,968

50,139

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

SUPPLEMENTAL FINANCIAL INFORMATION

(NON-GAAP) UNAUDITED

Fiscal Year Ended

December 31,

2025

2024

(In thousands except per share

amounts)

NET LOSS

(10,579

)

(7,391

)

Non-cash income and expenses

Interest expense

Depreciation

1,135

723

Amortization of licensing fee revenue

(133

)

(133

)

Share-based compensation

Vesting of Stock Options granted to Board Chair and Directors

1,342

3,866

Vesting of Stock Compensation granted to Board Chair and Directors

753

566

Vesting of Stock Options granted to CEO

802

798

Vesting of employee Incentive Stock

1,421

1,082

Non-cash loss/(gain)

Bad debt expense and impairments

420

227

Pension and other post-retirement expenses

6,600

924

ADJUSTED EBITDA (LOSS)

1,766

719

Fiscal Year Ended

December 31,

2025

2024

(in thousands)

CASH AND INVESTMENTS

Cash and cash equivalents

5,295

6,835

Investments, current portion

2,687

Investments, net of current portion

TOTAL CASH AND INVESTMENTS CONVERTIBLE TO CASH

5,295

9,522

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dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration