MAUI LAND & PINEAPPLE CO INC 8-K

What Happened
Maui Land & Pineapple Company, Inc. filed an 8‑K on February 3, 2026 reporting that it entered into a Purchase Agreement to sell a 30‑acre unimproved parcel in Lahaina, Hawaii to its CEO, Race A. Randle, for $1,200,000. The Company’s board received and approved an independent Hawaii appraisal that the company says confirms the purchase price exceeds current fair market value as of the effective date.

Key Details

• Buyer: Race A. Randle (Chief Executive Officer). Purchase price: $1,200,000.
• Deposits & diligence: $50,000 initial deposit due to escrow within two business days of signing; 90‑day due diligence period; an additional $50,000 deposit due within two business days after the diligence period. Deposits are refundable if Buyer terminates during diligence but become non‑refundable if Buyer elects to proceed.
• Post‑closing mechanisms: a fifth‑anniversary value true‑up may require additional payment if fair market value then exceeds the original price; a shared‑appreciation formula requires the Buyer to pay a decreasing percentage of sale proceeds to the Seller if the property is sold before the 10th anniversary.
• Use and enforcement: Buyer must occupy the property as a principal residence long‑term; breach of that occupancy requirement gives the Company a repurchase option. The full Purchase Agreement will be filed as an exhibit to the Company’s 2025 Form 10‑K.

Why It Matters
This is a related‑party real estate transaction (sale to the CEO) that the board vetted with an independent appraisal. The agreement includes multi‑year economic provisions (value true‑up, shared appreciation, repurchase option and occupancy requirement) that could create future payments or rights affecting the property and the company. Closing is subject to conditions and the Company warns the transaction may not close; investors should review the full Purchase Agreement when filed in the 2025 Form 10‑K for complete terms and any additional disclosures.