NYSE: MLP

Resort

Amenities:

Our resort amenities operations include the operations of the Kapalua Club, a private, non-equity club, providing its members special programs, access, and other privileges at certain amenities in the Kapalua Resort.

For additional information and operating results related to the above business segments refer to the section entitled “Business Segments” in this Item 1 and in Note 13 to our financial statements set forth in Item 8 of this Annual Report.

Business Segments

Land Development and Sales

Our Land Development and Sales segment includes all land planning, entitlement, development, and sales activities of our landholdings on Maui. Our principal real estate development is the Kapalua Resort, a master-planned, destination resort and residential community located in West Maui. The following is a summary of our landholdings in approximate number of acres as of December 31, 2025:

West Maui

Upcountry Maui

Total

Commercial/Industrial

19

-

19

Residential/Resort/Mixed-use

866

-

866

Agricultural

8,871

1,485

10,356

Conservation/watershed

11,045

-

11,045

Total

20,801

1,485

22,286

Revenues from our Land Development and Sales segment totaled approximately $5,811,000, or 30% of our total operating revenues for the year ended December 31, 2025.

Real Estate Planning and Entitlements – In certain cases we must obtain appropriate entitlements and approvals for the land we intend to develop. Securing proper land entitlements is a process that may require county, state, and federal approvals, which can take years to complete and entails a variety of risks. The entitlement process requires that we satisfy certain conditions and restrictions in connection with such governmental approvals, including, among other things, infrastructure improvements and impact fees in the form of dedicated land for schools and public parks, provide traffic mitigation measures, restrictions on permitted uses of the land, and provisions of affordable housing. We actively work with the community, regulatory agencies, and legislative bodies at all levels of government to obtain and manage necessary approvals consistent with the needs of the community.

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In 2024, our primary activities in this segment focused on the marketing and sale of non-strategic parcels and initiating the development of active projects. In addition to strategic planning of our entire asset portfolio, we have approximately 7,954 acres of land on Maui that are in various stages of active planning and development process. The following is a summary of our active land development projects as of December 31, 2025:

Approximate

Approximate

Project

Location/Project

Number of

Acres

Zoned for

Planned Use

Start/End

Dates

West Maui - Kapalua Resort - Makai

36

Yes

2024-2034

West Maui - Kapalua Resort - Central

46

Yes

2024-2031

West Maui - Kapalua Resort - Mauka

922

Yes

2024-2034

West Maui - State Temporary Housing

50

Yes

2024-2026

Upcountry Maui - Hali'imaile Ranch

325

Yes

2024-2031

West Maui - Honokeana Farms

1,480

Yes

2024-2033

West Maui - Kapalua Ranch

914

Yes

2025-2030

Upcountry Maui - Hali‘imaile Farms

757

Yes

2025-2041

West Maui - Kahana Farms

2,840

Yes

2025-2036

Upcountry Maui - Hali‘imaile Farm Land

348

Yes

2025-2035

Total

7,718

We are engaged in planning, permitting and entitlement activities of real estate development projects, and we intend to proceed with construction and sales of the following projects, among others, when internal and external factors permit:

West Maui - Kapalua Resort: We began development of the Kapalua Resort in the early 1970s. Today, the Kapalua Resort is an internationally recognized world-class destination resort, beach, golf and residential community. We presently have entitlements to develop a variety of projects in the Kapalua Resort. Three projects that are currently in various stages of planning include Kapalua Central Resort, Kapalua Mauka, and Kapalua Makai.

Kapalua Makai is a 36-acre project of the Kapalua Resort which is located adjacent to Honokahua Bay, also known as DT Fleming Beach Park. The land has State and County land use entitlements to deliver up to 573 residences, 349 hotel units, and new commercial and/or resort amenities. As of this filing, planning efforts are in process for this project.

Kapalua Central Resort is a commercial town center and residential community located in the heart of the Kapalua Resort. It is comprised of 46 acres and State and County land use entitlements have been secured for this project. The project is currently planned to include up to 196 residential units and 61,000 square feet of commercial space. In December 2021, we entered into an agreement to sell the Kapalua Central Resort property for $40.0 million. On April 11, 2023, we regained control of the project from the buyer after the purchase agreement terminated due to the buyer failing to extend the applicable construction completion deadline under a Special Management Area (“SMA”) permit. We are currently processing an extension under the SMA permit issued by the County of Maui for the property. We are actively working with our consultants and engaging with the community in preparation for the permit extension, which is anticipated to occur in 2026.

Kapalua Mauka was master planned and entitled in 2008 as a luxury single-family residential neighborhood within Kapalua Resort. The property is located directly upslope of the existing resort development. The first phase of Kapalua Mauka, consisting of 51 residential lots, was subdivided, sold to a developer, and has since been completed. The remaining project area encompasses approximately 922 acres of land and has State and County land use entitlements to deliver up to 639 single-family homes, resort amenities, and an additional golf course or recreational space. As of this filing, planning and pre-development efforts are underway for the project.

Upcountry Maui - Hali'imaile Town: Hali‘imaile is an existing town located in Upcountry Maui, adjacent to historic Makawao Town. We own approximately 1,485 acres in Hali‘imaile zoned for agriculture, light industrial, and business. The majority of this land is in a federal Tax Cuts and Jobs Act (“TCJA”) Opportunity Zone. Our landholdings include 290 acres classified for growth potential as “Small Town” in the long-range County of Maui Island Plan. As of this filing, we are underway with development activities including planning, design, and subdivision for all land in Hali‘imaile.

In December 2023, we entered into a joint venture, BRE2 LLC (“BRE2”), with Stone Properties, a Maui based developer. The joint venture developed approximately 31 acres in Hali‘imaile Town into two ranch lots. BRE2 sold one ranch lot during the year ended December 31, 2024. The second ranch lot sold and closed in February 2025.

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As we develop these and other strategic projects, we expect to finance pre-development costs with operating revenues, proceeds from non-strategic land sales, debt financing, capital from joint venture partners, other sources, or a combination of these methods.

The price and market for resort and other real estate in Maui is generally cyclical and influenced by various factors, including but not limited to (i) interest rates, (ii) other real estate markets in the mainland United States, specifically the west coast, where Hawai‘i is a popular location for vacations and the second-home market, (iii) the general condition of the economy in the United States and Asia, (iv) the relationship of the dollar to foreign currencies, (v) natural disasters, including wildfires and floods, (vi) environmental regulations, and (vii) tourism trends. Our Land Development and Sales segment faces competition from other landowners and developers in Maui, as well as in other parts of Hawai‘i and the mainland United States. Our land holdings in West Maui have historically been highly desired due to their proximity to both beaches and mountains as well as amenities, along with a natural grade which provides a majority of the land with unobstructed ocean views.

Leasing

Our Leasing segment includes commercial, industrial, and agricultural leases of land and property, licensing of our registered trademarks and trade names, sales of potable and non-potable water in West and Upcountry Maui, and grants related to watershed stewardship and conservation efforts.

Revenues from our Leasing segment totaled $12.8 million, or approximately 66% of our total operating revenues for the year ended December 31, 2025.

Commercial and Industrial Leases – We are the owner and lessor of 247,328 square feet of commercial, retail and light industrial properties, including restaurants, retail outlets, office buildings, warehouses and Kapalua Resort activities. The following summarizes information related to our commercial, retail and industrial leases as of December 31, 2025:

Total

Average

Lease

Square

Occupancy

Expiration

Footage

Percentage

Dates

Kapalua Resort

72,169

85%

2026-2038

Other West Maui

40,050

98%

2025-2034

Upcountry Maui

135,109

82%

2026-2034

Agricultural Leases – We own, market, and lease approximately 10,300 acres of diversified agriculture, ranching, renewable energy, eco tours, and activities in West and Upcountry Maui.

Trademark and Trade Name Licensing – Our primary trademarks and trade names include Kapalua, the Kapalua butterfly logo and the Maui Gold name and associated pineapple logo. We currently have licensing agreements for the use of these trademarks and trade names with several different companies, mainly in conjunction with our agricultural, commercial and industrial leases.

Potable and Non-Potable Water Systems – We own and operate several potable water wells, non-potable irrigation water ditches, reservoirs and transmission systems serving the Kapalua Resort, the County of Maui, and agricultural users in West and Upcountry Maui.

Stewardship and Conservation – We own and manage the conservation of a 9,000-acre nature and watershed preserve in West Maui known as the Pu‘u Kukui Watershed Preserve. A portion of our stewardship and conservation efforts is subsidized by the State of Hawai‘i.

Our Leasing segment is highly sensitive to economic conditions, including tourism and consumer spending levels, and faces substantial competition from other property owners in both Maui and Hawai‘i as a whole. The amount of rainfall and the level of development in the Kapalua Resort area also affect the demand and associated availability for our potable and non-potable water.

Resort Amenities

Our Resort Amenities segment includes the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses.

Revenues from our Resort Amenities segment totaled $0.8 million, or approximately 4% of our total operating revenues for the year ended December 31, 2025.

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The Kapalua Club is principally dependent on the overall appeal and success of the Kapalua Resort. The resort faces competition from other resort destination communities on Maui and other parts of Hawai‘i.

Employees

As of December 31, 2025, we had twenty employees, all of whom were full-time employees. None of our employees are members of a collective bargaining group.

We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. We also utilize an ethics reporting email and voice system which is monitored by the Audit Committee of the Board of Directors (“the Board”). Our Code of Business Conduct and Ethics is available on our website at www.mauiland.com under the Investor section of the website. We will promptly disclose on our website the nature of any amendment to, or waiver or implicit waiver from, our Code of Business Conduct and Ethics that applies to any principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions.

Available Information

Our internet address is www.mauiland.com. Reference in this Annual Report to this website address does not constitute incorporation by reference of the information contained on the websites. We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These filings are also available on the SEC’s website at www.sec.gov.