MAUI LAND & PINEAPPLE CO INC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Maui Land & Pineapple Company, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its Subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the two‑year period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for each of the years in the two‑year period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the U.S. Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

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 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 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 commitments and contingencies included the following:

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:

/s/ACCUITY LLP

We have served as the Company’s auditor since 2014.

Honolulu, Hawaii

March 31, 2026

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’** EQUITY**

For the Years Ended December 31, 2025 and 2024

(in thousands)

CONSOLIDATED STATEMENTS OF CASH FLOWS

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

See Notes to Consolidated Financial Statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2025 and 2024

DESCRIPTION OF BUSINESS

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on* July 18, 2022.*Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, has a principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries (collectively, the “Company”). 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:

BASIS OF ACCOUNTING AND CONSOLIDATION

The accompanying consolidated financial statements of the Company are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) as codified by the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of Maui Land & Pineapple Company, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES

Receivables are recorded net of an allowance for credit losses. 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; however, significant deterioration in any of the aforementioned factors or in general economic conditions could change these expectations, and accordingly, the Company’s consolidated financial condition and/or its future operating results could be materially impacted. Credit is extended after evaluating creditworthiness andno collateral is generally required from customers.

29

INVESTMENT IN BOND SECURITIES

Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment for each reporting period. If any impairment is considered other-than-temporary, an allowance for credit losses would be established and held-to-maturity debt securities would be presented net of the allowance for credit losses. Adjustments to expected credit losses are recorded as a component of other income (expense).

ASSETS HELD FOR SALE

Assets are classified as held for sale when management approves and commits to a plan to sell the property; the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale of the property is probable and is expected to be completed withinone year; the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Assets held for sale are stated at the lower of net book value or estimated fair value less cost to sell. There wereno impairments of assets held for sale during the years ended* December 31,*2025 or2024.

DEFERRED DEVELOPMENT COSTS

Deferred development costs consist primarily of design, entitlement and permitting fees and real estate development costs related to various planned projects. Deferred development costs are written off if management decides that it isno longer probable that the Company will proceed with the related development project. There wereno impairments of deferred development costs during the years ended* December 31, 2025or2024.*

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, 2025and2024,* were $1.7 million and $0.2 million, respectively.

INVESTMENT IN JOINT VENTURES

Investments in joint ventures in which we have less than a controlling financial interest are accounted for under the equity method of accounting. The initial capital contribution of assets to a joint venture is recorded at fair value.

PROPERTY & EQUIPMENT AND DEPRECIATION

Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that donot improve or extend the life of an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting gains or losses are included in income. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method generally over three to 40 years.

LONG-LIVED ASSETS

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset* may**not* be recoverable. When such events or changes occur, an estimate of the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the assets’ net book values exceed their fair value. These asset impairment loss analyses require management to make assumptions and apply considerable judgments regarding, among others, estimates of the timing and amount of future cash flows, expected useful lives of the assets, uncertainty about future events, including changes in economic conditions, changes in operating performance, changes in the use of the assets, and ongoing cost of maintenance and improvements of the assets, and thus, the accounting estimates* may*change from period to period. 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 wasno significant impairment of long-lived assets during the years ended* December 31, 2025or2024.*

30

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 Topic842, Leases. Right-of-use assets (ROU assets) and lease liabilities related to leases are included in* lease right-of-use assets* andlease 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 withinInterest 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 donot provide an implicit rate and arenot 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 asone component. The Company has also elected, for all classes of underlying assets, tonot recognize lease liabilities and lease assets for leases with a term of12 months or less.

ACCRUED RETIREMENT BENEFITS

The Company’s policy is to fund retirement benefit costs at a level at least equal to the minimum funding requirements under federal law, butnot more than the maximum amount deductible for federal income tax purposes.

The funded status of the Company’s defined benefit pension plan is recorded as an asset or liability in the consolidated balance sheet reflecting the difference between the fair value of plan assets and the projected benefit obligation. Changes in the funded status of the plan are recorded in the year in which the changes occur, through comprehensive income.

Deferred compensation plans for certain former management employees provide for specified payments after retirement. A liability has been recognized based on the present value of estimated payments to be made.

REVENUE RECOGNITION

The Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. Operating results pertaining to the Company’s business segments are summarized in Note13 to the consolidated financial statements.

31

A customer is distinguished from a noncustomer by the nature of the goods or services that are transferred. Customers are provided with goods or services that are generated by a company’s ordinary output activities, whereas noncustomers are provided with nonfinancial assets that are outside of a company’s ordinary output activities. This distinction* may**not* significantly change the pattern of income recognition but determines whether that income is classified as revenue (contracts with customers) or other gains/losses (contracts with noncustomers) in the Company’s consolidated financial statements. The Company’s revenue streams for the period were generated as ordinary output activities to customers as defined by the guidance and were properly classified as revenues.

The Company uses thefive-step model to recognize revenue from customer contracts. Thefive-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 willnot 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. The information used to determine the transaction price is similar to the information used in establishing prices of goods or services.

The Company is also required to determine if it controls the goods or services prior to the transfer to the customer in order to determine if it should account for the arrangement as a principal or agent. Principal arrangements, where the Company controls the goods or services provided, will result in the recognition of the gross amount of consideration expected in the exchange. Agent arrangements, where the Company simply arranges but doesnot control the goods or services being transferred to the customer, will result in the recognition of the net amount the Company is entitled to retain in the exchange.

Revenues from the Company’s land development and sales segment consist of sales of real estate. Revenues from sales of real estate are recognized in the period in which sufficient cash has been received, collection of the balance is reasonably assured, performance obligations have been performed and risks of ownership have passed to the buyer.

Sales of real estate assets that are considered central to the Company’s ongoing major operations are classified as real estate sales revenue, along with any associated cost of sales, in the Company’s consolidated statements of operations and comprehensive income (loss). Sales of real estate assets that are considered peripheral or incidental transactions to the Company’s ongoing major or central operations are reflected as net gains or losses in the Company’s consolidated statements of operations and comprehensive income (loss).

The construction contract for the Honokeana Homes Temporary Housing Project follows the cost to cost accounting method. 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 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. Lease income* may*include certain percentage rents determined in accordance with the terms of the leases. Lease income arising from rents that are contingent upon the sales of the tenant exceeding a defined threshold are recognized only after the defined sales thresholds are achieved. 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 Accounting Standards Codification, Leases (Topic842) (ASC Topic842) on* January 1, 2019:*

32

Included in leasing revenues are grants issued by the State of Hawai‘i to subsidize the conservation and preservation efforts of the Pu‘u Kukui Watershed Preserve (“PKW”). The PKW is approximately 9,000 acres of conservation zoned lands that is a primary source of water that originates on the top of the West Maui Mountains. We currently receive government assistance viatwo grants, the Natural Area Partnership Program (“NAPP”) Grant with the State of Hawai‘i Department of Land and Natural Resources and the State of Hawai‘i Department of Health grant entitled Treatment Train: An Ahupua‘a’s Approach to Watershed Best Practices in West Maui, Hawai‘i (“DOH Grant”). The NAPP Grant was renewed on* July 1, 2023for asix*-year period. For the period from* July 1, 2024to 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, 2019to April 30, 2024provided $1.1 million in total funds, in2024,* the final $60,000 of remaining funds were received and the grant was terminated. Actual funds received for both grants were $0.3 million for2025 and $0.3 million in2024.

Revenue from resort amenities consist of annual dues received from the Kapalua Club membership program. Member services include access, special programs, and other privileges at certain of the amenities at the Kapalua Resort. Annual membership dues are recognized on a straight-line basis overone year. Performance obligations for services are satisfied by relying on information received from the Company’s employees and vendors who have rendered services in accordance with the terms and conditions of the membership program.

The Company estimates expected credit losses on accounts receivable from customers by considering relevant information (past, current, and future) in assessing the collectability of cash flows. The expected credit losses of the Company’s accounts receivable are summarized in Note14 to the consolidated financial statements.

Economic factors affecting the nature, amount, timing, and uncertainty of the Company’s revenue and cash flows are identified as Risks and Uncertainties in this Note1.

OPERATING COSTS AND EXPENSES

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 hadno effect on the reported results of operations.

33

SHARE-BASED COMPENSATION PLANS

The Company accounts for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates. The impact of forfeitures that* may*occur prior to vesting is estimated and considered in the expense recognized.

INCOME TAXES

The Company accounts for uncertain tax positions using a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A valuation allowance is established for deferred income tax assets if management believes that it is more likely thannot that some portion or all of the asset willnot be realized through future taxable income.

The Company recognizes accrued interest related to unrecognized tax benefits as interest expense and penalties in general and administrative expenses in its consolidated statements of operations and comprehensive income (loss) and such amounts are included in income taxes payable on the Company’s consolidated balance sheets.

COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) includes all changes in stockholders’ equity, except those resulting from capital stock transactions. Comprehensive income (loss) also includes adjustments to the Company’s defined benefit pension plan obligations.

INCOME (LOSS) PER COMMON SHARE

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income per common share is computed similar to basic net income (loss) per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares from share-based compensation arrangements had been issued. Potentially dilutive shares from stock option grants to purchase common shares and non-vested restricted stock are determined using the treasury stock method. Basic and diluted weighted-average common shares outstanding at* December 31, 2025and2024* were 19.7 and 19.6 million, respectively.

FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the consolidated financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed inone of the followingthree categories:

Level1: Quoted market prices in active markets for identical assets or liabilities.

Level2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level3: Unobservable inputs that arenot corroborated by market data.

The Company considers cash and cash equivalents to be unrestricted for purposes of the consolidated balance sheets and consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost.

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from these estimates.

34

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to*$250,000* per institution. The Company had deposits in excess of the FDIC limit at* December 31, 2025and2024.* No losses have been recognized in2025 or2024.

RISKS AND UNCERTAINTIES

Factors that could adversely impact the Company’s future operations or financial results include, but arenot limited to the following: periods of economic weakness and uncertainty in Hawai‘i and the mainland United States; high unemployment rates and low consumer confidence; uncertainties and changes in U.S. social, political, regulatory and economic conditions or laws and policies and concerns surrounding ongoing developments in the European Union, Middle East, and Asia; the general availability of mortgage financing, including the effect of more stringent lending standards for mortgages and perceived or actual changes in interest rates; risks related to the Company’s investments in real property, the value and salability of which could be impacted by the economic factors discussed above or other factors; the popularity of Maui in particular and Hawai‘i in general as a vacation destination orsecond-home market; increased energy costs, including fuel costs, which affect tourism on Maui and Hawai‘i generally; untimely completion of land development projects within forecasted time and budget expectations; inability to obtain land use entitlements at a reasonable cost or in a timely manner; unfavorable legislative decisions by state and local governmental agencies; impact of governmental fines and assessments; the cyclical market demand for luxury real estate on Maui and in Hawai‘i generally; increased competition from other luxury real estate developers on Maui and in Hawai‘i generally; failure of future joint venture partners to perform in accordance with their contractual agreements; environmental regulations; acts of God, such as tsunamis, hurricanes, earthquakes and other natural disasters, such as the2023 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; failure to comply with restrictive financial covenants in the Company’s credit arrangements; and an inability to achieve the Company’s short and long-term goals and cash flow requirements.

LEGAL CONTINGENCIES

The Company is party to claims and lawsuits as well as threatened or potential actions or claims concerning matters arising from the conduct of its business activities. The outcome of claims or litigation and the timing of ultimate resolution are inherently difficult to predict and significant judgment* maybe required in the determination of both the probability of loss and whether the amount of the loss is reasonably estimable. The Company’s estimates are subjective and are based on the status of legal and regulatory proceedings, the merit of the Company’s defenses and consultation with external legal counsel. An accrual for a potential litigation loss is established when information related to the loss contingency indicates both that a loss is probable and that the amount of loss can be reasonably estimated. Refer to Note9* to the consolidated financial statements for further information regarding the Company’s legal proceedings.

NEW ACCOUNTING STANDARDS ADOPTED

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*), 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. ASU2023*-09 is effective for fiscal years beginning after* December 15, 2024,with early adoption permitted. The Company adopted ASU2023*-09 propectively during the current year.

NEW ACCOUNTING STANDARDS ISSUED

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic220*), 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. ASU2024*-03 is effective for fiscal years beginning after* December 15, 2026and interim periods within annual reporting periods beginning after December 15, 2027,with early adoption permitted. The Company is currently evaluating the impact of adopting ASU2024*-03.

Bond securities investments were liquidated during the year ended* December 31,2025.Amortized cost and fair value of debt securities at December 31, 2025and2024* consisted of the following:

Maturities of debt securities at* December 31, 2025and2024* were as follows:

The fair value of debt securities were measured using Level1 inputs which are based on quotes for trades occurring in active markets for identical assets.

Assets held for sale consist of non-strategic land parcels identified for sale at* December 31, 2025.There arefourteen* 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 and equipment at* December 31, 2025and2024* consist of the following:

Land

Most of the Company’s 22,300 acres of land were acquired between1911 and1932 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 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. The Company’s remaining approximate 1,500 acres of land are located in Upcountry Maui in an area commonly known as Hali‘imaile and are mainly comprised of agricultural fields, ranch lands and industrial and retail properties.

Land Improvements

Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. Majority of the Company’s land improvements were constructed and placed in service in the mid-to-late1970s or conveyed in2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

36

Buildings

Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Hali’imaile which are used in the Company’s leasing operations. Most of the Company’s buildings were constructed and placed in service in the mid-to-late1970s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

Machinery and Equipment

Machinery and equipment are mainly comprised of zipline course equipment installed in2008 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.

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 toBRE2 LLC consisted of approximately 31 acres of former pineapple lands in Hali‘imaile valued at $1.6 million. Thefirst lot sold for $1.8 million in* December 2024and thesecond* lot sold for $2.4 million in* Februaryof2025.* The Company received a distribution fromBRE2 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 during2025.* BRE2 LLC was dissolved in* December 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. Interest on revolving borrowing is calculated based on the Bank’sprime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. The Company has pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There areno* commitment fees on the unused portion of the Credit Facility.

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. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness. The Credit Facility also contains covenants restricting the payment of cash dividends without the lender’s prior approval.

The Company was in compliance with the covenants under the Credit Facility as of* December 31, 2025.*

In* July 2024the Company took out a loan to finance equipment purchases. The loan carried a principal amount of $338,720,0% interest rate and a monthly payment of $7,057. 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:

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 at* December 31, 2025and2024* consisted of the following:

The Company hadtwo defined benefit pension plans which covered substantially all former bargaining and non-bargaining full-time, part-time and intermittent employees. In2011, pension benefits under both plans were frozen. In2018, the Company merged thetwo 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”) coveringnine of its former employees. The Non-qualified plan was frozen in2009 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 in2023. 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 31of each year. The changes in benefit obligations and plan assets for the years ended December 31, 2025and2024,* and the funded status of the plans and assumptions used to determine benefit information at* December 31, 2025and2024* were as follows:

38

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

Weighted average assumptions used to determine net periodic benefit cost:

Weighted average assumptions used to determine net periodic benefit cost:

The expected long-term rate of return on plan assets was based on a building-block approach. Historical markets are studied and long-term historical relationships between equities and fixed income are presumed consistent with the widely accepted capital market principle that assets with higher volatility generate a greater return over the long run. Current market factors, such as inflation and interest rates, are evaluated before long-term capital markets are determined. Diversification and rebalancing of plan assets are properly considered as part of establishing long-term portfolio returns. As a result of the termination of the Defined Plan and the Non-qualified Plan in2025, we didnot have any plan assets at* December 31, 2025.*

39

At* December 31, 2024,the Defined Plan held shares of various Aon Collective Investment Trust (“ACIT”) funds. At December 31, 2025the plan assets were $0. The fair value of the Company’s pension plan assets by category at December 31, 2024*were as follows:

Level1 assets are priced using quotes for trades occurring in active markets for the identical asset. Level2 assets are priced using observable inputs for the asset (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) or inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs). Net asset values (“NAV”) of ACIT funds included in Level2 are readily determinable, measured daily and based on the fair value of each fund’s underlying investments. For certain ACIT funds, NAV is used as a practical expedient to estimate fair value and isnot categorized in the fair value hierarchy. These funds determine NAV based on the fair value of its underlying investments on a monthly or quarterly basis and have redemption restrictions. 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 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 Defined Plan.

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

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 in2024.*

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 in2024.* Final expense recovery of $587,000 was recognized upon the final termination of the Defined plan which was completed during thethird quarter of2025.

Receivables from contracts with customers were $0.6 million, $4.3 million, and $0.4 million at* December 31, 2025,2024 and2023, respectively. In2024, $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

The Company entered into a trademark license agreement with the owner of the Kapalua Plantation and Bay golf courses, effective* April 1, 2020.Under the terms and conditions set forth in the agreement, the licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single payment royalty of $2.0 million in March 2020.Revenue recognized on a straight-line basis over its estimated economic useful life was $0.1 million for each of the years ended December 31, 2025and2024,* respectively.

DOH Order

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 our Upcountry Maui wastewater treatment facility. The facility was built in the1960’s* to serve approximately200 single-family homes developed for workers in our former agricultural operations. The facility is made up oftwo 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 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. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. A feasibility study was prepared and submitted identifying various technical solutions that could be implemented 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 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 a1999 settlement agreement with the County of Maui, the Company and several chemical manufacturers agreed to pay for90% 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, 2025and2024.* At the time of filing this Annual Report, the Company isnot 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 ownstwo* 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.

Since2019, 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 2025meeting, 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 2024and August 2025,annual rainfall in Honokohau Valley was46%* 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

41

KRA Annexations

In2024 and2025, 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 hadnot 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, isnot likely to have a material adverse effect on the Company’s consolidated financial position or operations.

The Company leases land primarily to agriculture operators and space in commercial buildings, primarily to restaurant and retail tenants through2048. These operating leases generally provide for minimum rents, licensing fees, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the lease agreement. There areno agreements allowing a lessee an option to purchase the underlying asset. Total leasing income subject to ASC Topic842 for the years ended* December 31, 2025and2024* were as follows:

Leased property, net of accumulated depreciation, was $10.2 million and $9.6 million at* December 31, 2025and2024.*

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

The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s2017 Equity and Incentive Award Plan, as amended (the “Equity Plan”).

Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Their share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period ofthree years. Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Directors receive both cash and share-based compensation under the Equity Plan. Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in2024 and2023**. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.

The number of common shares subject to options granted in2023 for annual board service, board committee service, and continued service of the Chairperson of the Board are 250,000 shares,78,000 shares, and 400,000, respectively. For annual board service and board committee service, the stock options granted have a contractual period often years and vest quarterly overone year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $12.11 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.88 per share based on an expected term of 5.25 years, expected volatility of 28%, and a risk-free rate of 4.16%. During the year ended* December 31, 2024,215,334 shares underlying the stock options granted to directors in2023* for annual board and committee service vested. No shares underlying the2023 stock option grants to directors remain unvested.

For continued board service of the Chairperson, the stock option grant has a contractual period often years which vests as follows:133,334 shares on* June 1, 2024**,* 133,333 shares on* June 1, 2025**,* and 133,333 shares on* June 1, 2026**.* The exercise price per share was based on the average of the high and low share price on the date of grant, or $9.08 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.94 per share based on an expected term of 6.12 years, expected volatility of 37%, and a risk-free rate of 3.49%. There were 133,333 of unvested share options, or $0.2 million of unrecognized compensation cost, at* December 31, 2025**.*

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Chief Executive Officer in* January2024.* The stock option grant has a contractual period often years and vests annually as follows:133,334 shares onJanuary 1, 2025*,* 133,333 shares on* January 1, 2026**,* and 133,333 shares on* January 1, 2027**.* The exercise price per share was based on the average of the high and low share price on the date of grant, or$15.75 per share. The stock option grant is valued at the commitment date, based on the fair value, and recognized as share-based compensation expense on a straight-line basis over its vesting period beginning in* January 2024**.* The fair value of the grant using the Black-Scholes option-pricing modelwas $6.02 per share at* January 1,2024 based on an expected term of 6.00 years, expected volatility of 31%, and a risk-free rate of 3.82%. There were 266,666 shares of unvested share options, or $0.8 million of unrecognized compensation cost at December 31, 2025.*

The number of common shares subject to options granted in2024 for annual board service and board committee service were 312,500 and 87,000, respectively. These option grants have a contractual period often years and vest quarterly overone year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $22.25 per share. The fair value of these grants using the Black-Scholes option-pricing model was $8.87 per share based on an expected term of 5.25 years, expected volatility of 32.1%, and a risk-free rate of 4.40%. During the year ended* December 31, 2025**,* 96,375 shares of stock options granted to directors in2024 for annual board and committee service vested. No shares underlying the2024 stock option grants to directors remain unvested.

43

The simplified method described in Staff Accounting BulletinNo. 107 was used by management due to the lack of historical option exercise behavior. The Company doesnot currently issue dividends. There wereno forfeitures of stock option grants as of* December 31, 2025.Management doesnot* anticipate future forfeitures to be material.

Share-based compensation expenses totaled $4.3 million and $6.3 million for the years ended* December 31, 2025and2024**,* respectively. Included in these amounts were $1.2 million and $0.6 million of restricted common stock vested during the years ended* December 31, 2025and2024,* and $2.1 million and $4.3 million of stock options vested during the years ended* December 31, 2025and2024**,* respectively.

On* August 5, 2024,R. Scot Sellers, a director and Chairperson of the Board, Steve Case, a director, and Race A. Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and common stock grants. The Equity Plan was amended in February 2023to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares. In2023,* Mr. Sellers received options to purchase 63,500 shares and 18,804 shares of restricted common stock that exceeded the 400,000 share limit. In* February 2024,Mr. Randle received 28,511 shares of restricted common stock that exceeded the 400,000 share limit. In addition, although grants to Mr. Case didnot* exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in2023 amounting to 6,659 shares of restricted common stock and options to purchase 56,000 shares, and options and restricted common stock issued in2024 amounting to 3,124 shares of restricted common stock and options to purchase 56,000 shares. The cancellation of the options and restricted common stock grants resulted in recognizing the remaining unvested awards of options and restricted common stock grants immediately. In thethird quarter of2024, $631,000 was recognized as expense due to the cancellations, $402,000 due to the cancellation of Mr. Case’s options and restricted common stock grants and $229,000 due to the cancellation of Mr. Randle’s restricted common stock grants.

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and income tax bases of assets and liabilities using tax rates enacted by law or regulation.

Reconciliations between the total income tax expense (benefit) and the amount computed using the statutory federal rate of 21% for the years ended* December 31, 2025and2024* were as follows:

Deferred tax assets were comprised of the following temporary differences as of* December 31, 2025and2024:*

Valuation allowances at* December 31, 2025and2024* have been established to reduce future tax benefitsnot expected to be realized. Net Operating Loss (NOL) carryforwards created in tax years beginning after* December 31, 2017are limited by the TCJA but donot* expire. At* December 31, 2025,the Company had approximately $67.5 million in federal NOL carryforwards and approximately $81.4 million in state NOL carryforwards expiring from2030* through2034. The Company also had approximately $14.5 million in federal and state NOL carryforwards at* December 31, 2025that donot* expire.

The Company is subject to U.S. federal income tax as well as income tax in Hawaii. The Company is currently open to examination by taxing authorities for tax years ended after2021. The Company recognizes and reports interest and penalties related to unrecognized tax benefits if applicable, within the provision for income tax expense. The Company hadno unrecognized tax benefits for the years ended* December 31, 2025and2024,* and therefore didnot recognize any interest expense or penalties on unrecognized tax benefits. The Company paidno income taxes in the years ended* December 31, 2025and2024.*

The Company’sreportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer, its chief operating decision maker, and the Board of Directors in assessing performance and determining the allocation of resources. Reportable operating segments in2025 were as follows:

The Company’s reportable operating segment results were measured based on operating income, exclusive of interest, pension and other postretirement expenses.

Condensed consolidated financial information for each of the Company’s reportable segments for the years ended* December 31, 2025and2024* (in thousands) were as follows:

Allowance for credit losses for2025 and2024 were as follows:

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

The following table summarized the classification of leases on the Balance Sheet as of* December 31, 2025and2024:*

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 remainingfive years:

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 Hawaiithird*-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 thefifth anniversary that requires the Buyer to pay additional purchase price if the fair market value of the Property on thefifth 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 thetenth anniversary.