KAANAPALI LAND LLC 8-K

What Happened
Kaanapali Land LLC (through an indirect wholly‑owned subsidiary, “Seller”) filed an 8‑K on March 13, 2026 reporting completion of the previously disclosed sale of four parcels totaling approximately 21 acres in Lahaina, Hawaii to Pioneer Mill Site LLC (“Buyer”) under the Property Purchase Agreement dated June 13, 2024. At closing the Seller received $19,900,000 in cash (subject to customary closing adjustments, escrow fees and prorations).

Key Details

• Sale price/receipt: $19,900,000 cash received at closing (subject to adjustments).
• Buyer and agreement: Sale to Pioneer Mill Site LLC under the PMC Sales Agreement (dated June 13, 2024).
• Balance sheet pro forma (as if sale occurred Sept 30, 2025): cash and cash equivalents increase by ~$19.9M; Property, net decreases by ~$9.6M.
• Income statement pro forma (as if sale occurred Jan 1, 2024): pro forma gain on sale of $10.3M for year ended Dec 31, 2024; reduction in license fee revenue of ~$123K (2024) and ~$160K (nine months ended Sept 30, 2025); SG&A reductions of ~$53K (2024) and ~$44K (nine months 2025).
• The company provided a narrative pro forma discussion under Regulation S‑X Article 11 (limited adjustments); figures are unaudited and illustrative.

Why It Matters
The transaction materially increases the company’s cash position and removes the sold land from assets, producing a significant one‑time pro forma gain ($10.3M for 2024 on a pro forma basis). Investors should note this is mainly a liquidity/one‑time balance sheet event — it reduces a small amount of recurring license revenue and related site costs going forward. The pro forma figures are illustrative and do not predict future results.