On May 27, 2026, Maui Land & Pineapple Company, Inc., a Delaware corporation (the "Company"), entered into a Purchase and Sale Agreement and Escrow Instructions (the "Purchase Agreement") with DC Kapalua 1 Property, LLC, a Delaware corporation, (the "Buyer"), pursuant to which the Company agrees to sell to the Buyer certain real property (the "Property") located in Kapalua, Maui, Hawaii, consisting of (i) 8.783 acres of land ("Lot 2-D"), and (ii) up to 3.5 acres of an adjacent land parcel (the "Additional Land").
"We are excited to have selected a buyer who shares our vision for a thriving Kapalua village center." said Race Randle, CEO of Maui Land & Pineapple Co. "We look forward to supporting the buyer as they engage with the community and complete their planning efforts to enhance the vibrancy of the Kapalua Resort"
The purchase price is $10,000,000 for Lot 2-D, plus an additional cost of $1,138,565 per acre of the Additional Land. The terms of the Purchase Agreement include a 90-day due diligence period (the "Due Diligence Period") during which time Buyer shall determine whether the Property is suitable for its planned development. Before the end of the Due Diligence Period, Buyer shall notify the Company in writing (the "Acceptance Notice") of its acceptance of the condition of the Property (the "Acceptance Date"). Following the delivery of the Acceptance Notice, Buyer shall pursue all governmental approvals required for its planned development of the Property. If the required approvals are not secured, either party may terminate the Purchase Agreement.
The Purchase Agreement requires Buyer to make customary earnest money deposits to escrow, portions of which become nonrefundable based on the amount of time elapsed from the Acceptance Date. If Buyer terminates the Purchase Agreement or fails to deliver the Acceptance Notice before the Due Diligence Period expires, all deposits will be refunded to Buyer.
In addition to the sale of the Property, the Purchase Agreement provides for (i) a non-exclusive license to use certain trademarks held by the Company, (ii) a master lease from the Buyer to Company of new street front retail space in Kapalua Village, and (iii) access to certain amenities provided by Buyer to Kapalua Club members.
The foregoing summary of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q with the Securities and Exchange Commission on or before August 14, 2026.
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