Business Context and Reporting Period
Company: Maui Land & Pineapple Company, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 28, 2026
Event: Entry into a Material Definitive Agreement (Item 1.01) involving the sale of a 30-acre unimproved land parcel in Lahaina, Hawaii, to the Company's Chief Executive Officer, Race A. Randle.
Key Financial Metrics and Transaction Terms
- Purchase Price: $1,200,000.
- Valuation: An independent third-party appraisal confirmed the purchase price exceeds the current fair market value as of the effective date.
- Deposit Structure:
- Initial Deposit: $50,000 (due within two business days of execution).
- Second Deposit: $50,000 (due within two business days after the 90-day due diligence period).
- Total Deposit: $100,000 (non-refundable only if the Buyer elects to proceed after the diligence period).
- Future Value Mechanisms:
- Value True-Up: On the fifth anniversary, the Buyer must pay additional consideration if the fair market value exceeds the original purchase price.
- Shared Appreciation: A decreasing percentage of sale profits must be paid to the Seller if the property is disposed of before the tenth anniversary.
Material Changes and Conditions
This filing represents a new material agreement rather than a change in historical financial performance. Key conditions include:
- Due Diligence: A 90-day period is granted to the Buyer. If the Buyer elects not to proceed or if conditions precedent fail, the deposit is refunded with accrued interest.
- Occupancy Requirement: The Buyer is subject to a long-term requirement to use the property as a principal residence. Breach of this requirement grants the Company a repurchase option.
- Related Party Transaction: The transaction is between the Company and its CEO, requiring Board approval and independent appraisal verification.
Guidance, Risks, and Contingencies
The filing contains forward-looking statements subject to risks and uncertainties. Management highlights the following risks:
- Closing conditions may not be satisfied.
- The transaction may involve unexpected costs, liabilities, or delays.
- The transaction may fail to close for other reasons.
- The Company explicitly states it undertakes no obligation to publicly release revisions to forward-looking statements.
Investor Verification Checklist
- Verify the full text of the Purchase Agreement, which is expected to be filed as an exhibit to the 2025 Form 10-K.
- Confirm the specific terms of the "decreasing percentage" shared appreciation model and the calculation methodology for the fifth-anniversary value true-up.
- Review the independent appraisal report to understand the margin by which the purchase price exceeds fair market value.
- Monitor the status of the 90-day due diligence period to determine if the transaction proceeds to closing or terminates.