Maui Land & Pineapple MLP Lahaina Hawaii — Disposal Group Including Discontinued Operation Consideration

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.