Financial Analysis

9. COMMITMENTS AND CONTINGENCIES 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 our Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in our former agricultural operations. The facility is made up of two 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 facilitys 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 inst …

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6. LONG-TERM DEBT 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 Banks prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Banks 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 Facilitys revolving commitment amount. There are no 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 indebtedne …

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11. SHARE-BASED COMPENSATION The Companys directors and certain members of management receive a portion of their compensation in shares of the Companys common stock granted under the Companys 2017 Equity and Incentive Award Plan, as amended (the Equity Plan). Share-based compensation is awarded annually to certain members of the Companys 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 of three 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 grantees 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 grantees 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 …

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12. INCOME TAXES 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 Companys 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, 2025 and 2024 were as follows: Year Ended December 31, 2025 2024 (in thousands) Federal income tax expense/(benefit) at statutory rate (2,222 ) 21.0% (1,595 ) Adjusted for: Non-deductible items 31 (0.3% ) 6 Return to provision adjustments 1,606 (15.2% ) (372 ) State and local income tax, net of federal income tax effect (623 ) 5.9% Valuation Allowance 1,208 (11.4% ) 1,961 Income Tax expense/(benefit) - N/A - Deferred tax assets were comprised of the following temporary differences as of December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Net operating loss and tax credit carryforwards $ 26,322 $ 24,770 Joint Venture and other investments (28 ) (279 ) Accrued retirement benefits and other compensation 3,295 2,728 Property net book value 2,015 3,042 Deferred Revenue 1,005 1,051 Reserves and other (60 ) 29 Total Deferred Tax Assets 32,549 31,341 …

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NEW ACCOUNTING STANDARDS ADOPTED In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ) , 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. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023 - 09 propectively during the current year. NEW ACCOUNTING STANDARDS ISSUED In November 2024, the FASB issued ASU 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220 ) , 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. ASU 2024 - 03 is effective for fiscal years beginning after December 15, 2026 and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024 - 03.

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7. ACCRUED RETIREMENT BENEFITS Accrued retirement benefits at December 31, 2025 and 2024 consisted of the following: December 31, December 31, 2025 2024 (in thousands) Defined benefit pension plan $ - $ 912 Non-qualified retirement plans 1,620 1,596 Total 1,620 2,508 Less current portion (1,620 ) (140 ) Non-current portion of accrued retirement benefits $ - $ 2,368 The Company had two defined benefit pension plans which covered substantially all former bargaining and non-bargaining full-time, part-time and intermittent employees. In 2011, pension benefits under both plans were frozen. In 2018, the Company merged the two 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 (theNon-qualified Plan) covering nine of its former employees. The Non-qualified plan was frozen in 2009 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 in 2023. The benefits paid from of the plan towards the final annuitization and plan termination was $12.4 million. The measurement date for the Companys benefit plan disclosures is December 31 of each year. The changes in benefit obligations and plan assets for the years ended December 31, 2025 and 2024, and the funded status of the plans and assumptions used to determine benefit information at December 31, 2025 and 2024 were a …

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8. CONTRACT ASSETS AND LIABILITIES Receivables from contracts with customers were $0.6 million, $4.3 million, and $0.4 million at December 31, 2025, 2024 and 2023, respectively. In 2024, $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 Companys 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, 2025 and 2024, respectively. …

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13. SEGMENT INFORMATION The Companys reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Companys 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 in 2025 were as follows: Land development and sales operations consist of land planning and entitlement, development, development related construction, and sales of land assets. Leasing primarily includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Companys trademarks and brand names by third parties, and the cost of maintaining the Companys real estate assets, including conservation activities. The operating segment also includes the management of ditch, reservoir and well systems that provide potable and non-potable water to West and Upcountry Maui areas. Resort Amenities include a membership program that provides certain benefits and privileges within the Kapalua Resort for its members. The Companys 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 Companys reportable segments for the years ended December 31, 2025 and 2024 (in thousands) were as follows: Land Development & Sales Leasing R …

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1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES DESCRIPTION OF BUSINESS Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 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 Companys 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: Land Development and Sales : Our real estate operations consist of land planning and entitlement, development, and sales activities. Leasing : Our leasing operations include commercial, agricultural, and industrial land and property leases, licensing of our registered trademarks and trade names, management of potable an …

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16. SUBSEQUENT EVENT 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 Hawaii third -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 the fifth anniversary that requires the Buyer to pay additional purchase price if the fair market value of the Property on the fifth 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 the tenth anniversary. …

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