MAUI LAND & PINEAPPLE CO INC

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Six Months Ended June 30, 2026 and 2025

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its wholly-owned subsidiaries, the “Company”) in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025 (the “Annual Report”), and pursuant to the instructions to Form10*-Q and Article8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they donot include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In management’s opinion, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended* June 30, 2026and2025.* The unaudited condensed consolidated interim financial statements and notes presented in this Quarterly Report on Form10-Q for the quarter ended* June 30, 2026 (*the “Quarterly Report”) should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Annual Report.

The Company 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 (“NYSE”) under the ticker symbol “MLP.”

Segment Reorganization

As a result of the Company's continuing growth, the Company revised its reportable segments during thefirst quarter of2026 to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company hasfour operating segments: Land Development and Sales, Commercial Real Estate Leasing, Land Leasing and Management, and Agribusiness Ventures. Segment operating results are regularly reviewed by the Chief Executive Officer, the Company's Chief Operating Decision Maker (the "CODM") determined in accordance with applicable accounting guidance. All prior period comparative information has been recast to reflect the revised segment structure. See Note15 - Reportable Operating Segments for additional information.

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

Property and equipment at* June 30, 2026and December 31, 2025*consisted of the following:

Land

The Company holds 22,215 acres of land, the majority of which was acquired between1911 and1932 and carried on the balance sheet at original cost. More than 20,000 of these acres lie in West Maui, forming largely contiguous parcels that rise from sea level to approximately 5,700 feet in elevation. Within this expanse sits Kapalua Resort, a master-planned destination resort and residential community with approximately 900 acres entitled for mixed-use development. The remaining approximately 1,500 acres are located in Upcountry Maui in an area known as Hali'imaile, which consists of agricultural fields, ranch lands, and a mix of industrial and retail properties that complete the Company’s portfolio.

Land Improvements

Land improvements consist primarily of roads, utilities, and landscaping infrastructure at Kapalua Resort, as well as the Company's potable and non-potable water systems located in West Maui. The majority of these assets were constructed and placed in service during the mid-to-late1970s or were acquired in connection with a2017 conveyance. As a result, related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded at current replacement value.

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Buildings

Buildings consist primarily of restaurant, retail, and light industrial spaces located at the Kapalua Resort, Alaeloa Business Center, and throughout Hali’imaile, which are used in the Company’s leasing operations. Most of the Company’s buildings were constructed and placed in service during the mid-to-late1970s. As a result, the related depreciation expense reflected in the consolidated financial statements is significantly lower than the depreciation expense that would be recognized if these assets were recorded 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, company vehicles (trucks) and land maintenance equipment used in the agribusiness and land management operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Hali’imaile projects, including renovations and improvements to buildings, warehouses and commercial assets.

Assets held for sale consist of non-strategic land parcels identified for sale at* June 30, 2026**.* There are12 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.

The Company classifies long-lived assets, including property and equipment, as held for sale when specific criteria are met. These criteria require that management approves a formal plan to sell the assets, an active program to locate a buyer is initiated, and the sale is highly probable of closing within12 months under a formal contract. Upon classification as held for sale, the Company ceases depreciation and amortization of these assets. The assets are then recorded at the lower of their carrying amount or fair value less costs to sell.

Long-lived assets currently in active operation continue to be classified as property and equipment, net on the Condensed Consolidated Balance Sheets. These operating assets remain subject to depreciation over their useful lives and are regularly reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount* may**not* be recoverable.

Deferred development costs - development projects represents costs expended on the Company's various real estate development projects and capitalized in accordance with Accounting Standards Codification ("ASC") Topic360-10 Long-lived Assets ("ASC360"). The amounts capitalized at* June 30, 2026,and December 31, 2025,*were $17.3 million and $15.7 million, respectively.

Deferred development costs - Agave venture represents costs expended on the Company's new Agave venture and capitalized in accordance with ASC360. The amounts capitalized at* June 30, 2026,and December 31, 2025,*were $2.5 million and $1.7 million, respectively.

Receivables from contracts with customers were $0.6 million at* June 30, 2026and December 31, 2025.*

Deferred license fee revenue

Effective* April 1, 2020,the Company entered into a trademark license agreement (the “TM Agreement”) with Kapalua Golf, the owner of Kapalua Plantation and Bay golf courses (the "Licensee"). Under the terms and conditions set forth in the TM 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 royalty payment of $2.0 million in March 2020.Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $66,667 for each of thesix* months ended* June 30, 2026and2025.*

On* December 22, 2025,the Company executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement (collectively, the “Loan Agreement”) increasing the credit limit from $15.0 million to $25.0 million and extending the maturity date of the credit facility (the “Credit Facility”) with First Hawaiian Bank (the "Bank") to December 31, 2030.The Loan Agreement provides revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on First Hawaiian Bank’sprime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at First Hawaiian 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 collateral 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.

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 of new indebtedness on collateralized properties without the prior written consent of the Bank.

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The outstanding balance of the Credit Facility was $8,500,000 and $4,000,000 at* June 30, 2026and December 31, 2025,respectively. The Company received a covenant waiver from the bank for the quarter ended June 30, 2026.*

In* July 2024,the Company entered into a loan (the“2024* Equipment Loan”) to finance equipment purchases. The2024 Equipment Loan has a principal amount of $338,720, bears a 0% interest rate per annum, and requires monthly payments of $7,057. The2024 Equipment Loan matures in* July 2028.The outstanding balance on the loan was approximately $0.2 million on each of June 30, 2026and December 31, 2025.*

In* May 2026,the Company entered into a loan (the“2026* Equipment Loan”) to finance additional equipment purchases. The2026 Equipment Loan has a principal amount of $137,343, bears a 10% interest rate per annum, and requires monthly payments of $3,483. The2026 Equipment Loan matures in* May 2030.The outstanding balance on the loan was approximately $0.1 million at June 30, 2026.*

Accrued retirement benefits at* June 30, 2026and December 31, 2025*consisted of the following:

The Company had a defined benefit pension plan (the “Defined Plan”), which covered many of its former bargaining unit employees and an unfunded non-qualified retirement plan (the “Non-qualified Plan”) coveringnine former non-bargaining unit management employees and former executives. In2009, the Non-qualified Plan was frozen, and in2011, the pension benefits under the Defined Plan were frozen. All future vesting of additional benefits were discontinued effective in2009 for the Non-qualified Plan and in2011 for the Defined Plan. The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in2023.

The net periodic benefit costs for pension and post-retirement benefits for thethree andsix months ended* June 30, 2026and2025* were as follows:

A settlement expense in the amount of $6,807,000 was recognized during thesix months ended* June 30, 2025.This expense is a non-cash expense to recognize the estimated costs to terminate the Defined Plan. Final settlement expenses were recognized upon the final termination of the Defined Plan during thethird* quarter of2025.

DOH Order

On* December 31, 2018,the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the1960s* to serve approximately200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised 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 a new wastewater treatment plant, and it will become final and binding unless a hearing is requested to contest the alleged violations and penalties.

The construction of additional leach fields and the installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in2023. Test results from wastewater monitoring indicate effluent concentration amounts within permittable ranges. A feasibility study was prepared for and submitted to the Company on* January 15, 2024,identifying various technical solutions that could be implemented to resolve the Order. The DOH agreed to defer the Order on February 15, 2024,as the Company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The Company submitted a plan (the Plan) and proposed solution to resolve the Order on March 14, 2024.*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.

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On* April 24, 2026,*the Company received notification from the DOH that the approval to construct a 75,000 gallon per day wastewater treatment works was granted. The Company is working with the County of Maui to obtain the necessary grading and construction permits. The Company continues to coordinate with the DOH to resolve the Order. Meetings are regularly scheduled to provide status updates and progress being made towards resolution.

Honokohau Stream Irrigation Water Dispute

On* August 18, 2025,TY Management Corporation, which ownstwo* golf courses,three owner associations located within the Kapalua Resort Association (“KRA”) (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 Ridge at Kapalua), 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.

In* September 2025,*the Company responded to the complaint and asserted counterclaims. These counterclaims include allegations that Plaintiffs violated irrigation-use restrictions designed to protect public trust purposes and fire protection for the Kapalua community as well as claims relating to alleged defamatory statements. At the time of filing this Quarterly Report, the 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. The Company's insurance carrier accepted the claim and tendered defense on behalf of the Company.

Since2019, the availability of divertible water from Honokohau Stream has been reduced under Hawaii state law. In addition, the stream experienced record low flows associated with historic drought conditions impacting the island of Maui in2024 and2025. 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 prioritizing public trust uses, including drinking water and traditional practices, there was less water during the severe drought available for private commercial irrigation.

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.

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 Hawaii, against certain directors of KRA and the Company as declarant of KRA, alleging that the annexations and related voting rights are invalid. The matter is currently in court-mandated arbitration.

At the time of filing of this Quarterly 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 intends to fully defend against the allegations.

In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, willnot have a material adverse effect on the Company’s consolidated financial position or operations.

The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms through2048. These operating leases generally provide for minimum rents for commercial properties and land assets and, in some cases, licensing fees for use of trade names, 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 agreement. There areno leases allowing a lessee an option to purchase the underlying asset. Leasing revenues subject to ASC Topic842, Leases for thethree andsix months ended* June 30, 2026and2025* were as follows:

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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 vested shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period ofthree years. Restricted 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 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 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.

For continued board service of the Chairperson, in2023, the Chairperson received a stock option grant for 400,000 shares that has a contractual period often years and 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 no unvested share options at June 30, 2026.*

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Chief Executive Officer during thethree months ended* March 31,2024. 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 133,333 shares of unvested share options, or $0.4 million of unrecognized compensation cost at June 30, 2026.*

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%. No shares underlying the2024 stock option grants to directors remain unvested.

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* June 30, 2026.Management doesnot* anticipate future forfeitures to be material.

Share-based compensation expenses totaled $1.0 million and $0.7 million for thethree months ended* June 30, 2026and2025,* respectively. Included in these amounts were $0.7 million and $0.4 million of restricted common stock vested during thethree months ended* June 30, 2026and2025,* respectively, and $0.3 million and $0.3 million of stock options vested during thethree months ended* June 30, 2026and2025,* respectively. Share-based compensation expenses totaled $1.9 million and $2.3 million for thesix months ended* June 30, 2026and2025.* Included in these amounts were $1.3 million and $0.8 million of restricted common stock vested during thesix months ended* June 30, 2026and2025,* respectively, and $0.6 million and $1.5 million of stock options vested during thesix months ended* June 30, 2026and2025,* respectively.

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on 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 consolidated financial statements and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at* June 30, 2026,and December 31, 2025,*respectively.

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding for the period. Diluted net earnings (loss) per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares. The potentially dilutive shares were excluded from the computation of diluted weighted average common stock shares outstanding because their effect would have been antidilutive.

Basic and diluted weighted-average shares outstanding were 19.9 million and 19.8 million for thesix months ended* June 30, 2026and2025,* respectively.

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Effective in thefirst quarter of2026, the Company revised its reportable segments to better reflect its business strategy, align its management reporting, and increase transparency for investors. Under the revised segment structure, the Company’sfour reportable operating segments are as follows:

These reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Chief Executive Officer, also its chief operating decision maker – in assessing performance and determining the allocation of resources and by the Board. The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, pension and other postretirement expenses for thethree andsix months ended* June 30, 2026and2025.*

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GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim 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 all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed 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 method used to determine the valuation of stock options granted to directors during thethree andsix months ended* June 30, 2026is described in Note12* - Share Based Compensation.

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As of* June 30, 2026,*the Company’s lease portfolio consists offive operating leases (office equipment and vehicles) andtwo finance leases (heavy equipment and vehicle).

The following table summarized the classification of Right of Use (ROU) lease assets and liabilities on the unaudited condensed consolidated balance sheet as of* June 30, 2026and December 31, 2025:*

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.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (ASC 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 prospectively during the year ended* December 31, 2025.*

The Company's significant accounting policies are described in Note1 – Description of Business and Significant Accounting Policies in Item8 of the Annual Report. There have beenno changes to the Company’s significant accounting policies during thesix months ended* June 30, 2026.*Previous changes to the Company's significant accounting policies are included herein.

In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (ASC 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.

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