# Maui Land & Pineapple Co Inc: Form 10-Q for the period ended Mar 31, 2026

- Company: [Maui Land & Pineapple Co Inc](/companies/mlp.md) (CIK 63330)
- Form: 10-Q
- Filed: 2026-05-15
- Accepted by EDGAR: May 15, 2026, 20:37 ET
- Period: 2026-03-31
- Accession: 0001437749-26-017407
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/63330/000143774926017407/mlp20260331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/63330/000143774926017407/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $3.4m | us-gaap:Revenues |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$2.0m | us-gaap:OperatingIncomeLoss |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$2.1m | us-gaap:NetIncomeLoss |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$0.10 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$2.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2026-03-31 | $3.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $8.0m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $47.9m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $5.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $15.8m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $32.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 26,554 characters.

The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “*Cautionary Note Regarding Forward-Looking Statements.”* Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.

### Overview

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 Company’s 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, its principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries

In recent years, we have continued to execute our strategic plan, which is focused on our mission to optimize our assets for their highest and most productive use. We have advanced a range of land development and asset utilization projects designed to build stronger and more vibrant communities and enhance long-term asset value. To support these efforts, we have strengthened our organizational foundation by adding key experts to our board of directors and management team, ensuring we can effectively develop and execute plans for each asset. We also established a land management team responsible for risk mitigation strategies and productive use of farm and ranch lands across our portfolio. These investments in local talent have enhanced our ability to manage assets effectively and execute value-creating projects. In 2024, we established new office locations in West Maui and Upcountry Maui deepen our presence within these communities, foster stronger relationships and ensure responsible stewardship of our assets.

In 2025, we continued to advance efforts to maximize the productivity of our leasable land and commercial properties. We identified and addressed deferred maintenance and capital improvements in our town centers, enabling us to create spaces for many businesses who lost their locations in the 2023 Maui wildfires. This effort has increased occupancy and leasing revenue in 2025 while adding vibrancy and creating a sense of place in our communities. As of March 31, 2026, our commercial properties and land were occupied at the following levels:

| Commercial Real Estate | Total Sq. ft. | Leased Sq. ft. | Percent | Net increase (decrease) in leased area for 2026 Sq. ft. |
| --- | ---: | ---: | ---: | ---: |
| Industrial | 168,880 | 154,713 | 92% | 3,608 |
| Office | 10,105 | 10,105 | 100% | - |
| Retail | 61,004 | 58,852 | 96% | - |
| Residential | 7,339 | 7,339 | 100% | - |
| **Total CRE** | **247,328** | **231,009** | **93%** | **3,608** |

| Land | Total Acres | Leased Acres | Percent | Net increase (decrease) in leased area for 2026 Acres |
| --- | ---: | ---: | ---: | ---: |
| Commercial/Industrial | 19 | 19 | 100% | - |
| Residential | 838 | 12 | 1% | - |
| Agriculture | 10,356 | 6,237 | 60% | 1,581 |
| Conservation | 11,045 | - | 0% | - |
| **Total Land** | **22,258** | **6,268** | **28%** | **1,581** |

During 2025, the team increased commercial property occupancy from 86% to 92%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers. During the two-year period from January 1, 2024 to December 31, 2025, we executed 42 new leases, 15 of which were executed in the year ended December 31, 2025. Of the total leases, 34 of them were commercial property leases covering 83,812 leasable square feet and 8 of them were land leases covering 1,131 acres.

During the three months ended March 31, 2026, we executed a 1,581-acre agricultural land lease in West Maui to return previously fallow pineapple fields to productive use through an agricultural ranching lease. In addition, we executed two industrial leases totaling 3,608 leasable square feet of commercial space in West Maui.

This effort will continue, along with strategic capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings. We anticipate cashflow from our commercial properties to stabilize in the coming years as the Maui market continues to recover from the 2023 Maui wildfires, and we complete the tenant improvements and leasing costs inherent with new tenancies.

To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision into useful lot sizes, and the addition of infrastructure, enabling it to be placed into productive use. We continue to progress portfolio-wide strategic plans across over 22,000 acres of landholdings to prioritize and guide actions of the Company in the forthcoming quarters.

Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market. The plan identified four categories of improved and unimproved land actions as follows in the table below.

| Category Region | Property | Approximate Land Area (acres) | Current Land Use/Zoning | Improvements in process | # of Parcels or # of allowable units/lots |
| --- | ---: | --- | --- | --- | --- |
| **1. Improved Land - Remnant and non-** West Maui | Five Miscellaneous Non-strategic properties | 67 | Miscellaneous | N/A - Complete | 5 parcels |
| **strategic parcels planned for sale** Upcountry | Three Miscellaneous Non-strategic properties | 24 | Miscellaneous | N/A - Complete | 3 parcels |
| **2. Improved Land - Property in active marketing for sale and/or development** West Maui | Kapalua Resort - Makai | 37 | Resort mixed-use | Planning | Existing Entitlements allow for up to 769 residential units, 545 hotel units, and commercial space across both project areas. |
| West Maui Kapalua Resort - Central | 46 | Resort mixed-use | Planning, Permitting |  |  |
| **3. Unimproved Land - Property in active planning and improvements** West Maui | Kapalua Resort - Mauka | 927 | Resort Residential | Planning, Permitting | Existing Entitlements allow for up to 639 single-family homes or lots |
| West Maui Honokeana Homes – State Temporary Housing | 50 | Agriculture | Design, permitting | Up to 200 single-family lots |  |
| Upcountry Hali‘imaile Ranch | 325 | Agriculture | Subdivision Design | Approximately 24 farm lots |  |
| West Maui Honokeana Farms | 1,503 | Agriculture | Planning | Approximately 250 farm lots across both project areas. |  |
| West Maui Kapalua Ranch | 915 | Agriculture | Planning |  |  |
| Upcountry Hali‘imaile Farms | 757 | Agriculture | Planning | Approximately 102 farm lots |  |
| West Maui Kahana Farms | 3,046 | Agriculture | Planning | Approximately 200 farm lots |  |
| Upcountry Hali‘imaile Farm Land | 348 | Agriculture | Planning | TBD |  |
| **4. Unimproved Land - Property being marketed for long-term lease and ongoing asset management** West Maui | Honolua Farm Land | 1,758 | Agriculture | Asset management | TBD |
| West Maui Honokohau Farm Land | 1,884 | Agriculture | Asset management | TBD |  |
| West Maui Watershed Conservation Land | 10,328 | Conservation | Asset management | TBD |  |
| West Maui Waterfront Conservation Land | 243 | Conservation | Asset management | TBD |  |
| **Total Land Portfolio Area (acres)** | **22,258** |  |  |  |  |

Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels held for sale, as well as from improved land in active marketing for sale and/or development.

In 2024, our team began to self-perform priority land development projects, including the planning and engineering of Kapalua Resort projects and the preliminary subdivision of a 325-acre former ranch in Upcountry, Maui. Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue is realized.

In the three months ended March 31, 2026, there were no remnant parcel sales, however in 2025, we sold six remnant land parcels for aggregate proceeds of $2.4 million. Additionally, we executed a $10.0 million purchase agreement with Harvest Church for a 6.5-acre parcel to be used for its Kapalua campus. We currently expect the closing to occur in 2027, subject to customary closing conditions. Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As we incur infrastructure and other site improvement hard costs on new projects, we expect to fund them primarily through project presale deposits and construction financing.

For the Honokeana Homes State Temporary Housing Project, we have leased approximately 50 acres to the State of Hawai‘i and are administering the construction of necessary improvements to support temporary housing for individuals and families displaced by the Maui wildfires on August 8, 2023. The land is leased at no cost for a term of five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger, 1,377-acre parcel owned by the Company. The agreement provides the State of Hawaii will fund all costs to complete the project, including approximately $35.5 million to complete the necessary horizontal improvements. The Company has agreed to administer the construction of the horizontal improvements and, at the State of Hawaii’s election, the subsequent vertical improvements for which costs have not yet been estimated. We will provide these administration services to the State of Hawaii at cost and will not directly profit from these services. After the end of the lease, the State of Hawaii will remove any vertical improvements unless the Company requests that specific improvements remain. As of the date of this Quarterly Report, the project is on hold at the direction of the State of Hawaii. At the time of filing this Quarterly Report, we have not received an update on the project or an indication as to when the project will resume. As a result of this pause, during the three months ended March 31, 2026, we did not recognize any Honokeana Homes project revenue.

We expect unimproved land identified for long-term leasing and ongoing asset management to be leased or licensed for diversified agricultural, conservation, and cultural uses for at least the next ten years. Approximately 1,026 acres have been leased to Ka Ike Ranch, a local family-owned and operated business committed to local food production and sustainable ranching. Our unimproved land portfolio also includes the Pu’u Kukui Watershed, which encompasses over 8,600 acres and is actively managed to maximize rainfall capture and recharge of the aquifer which provides approximately 70% of the water consumed in West Maui. We remain focused on increasing occupancy of these agricultural lands to enhance productivity through economic activity and local food production.

During the three months ended March 31, 2026, we continued to reposition the portfolio to maximize productivity, create new value, and contribute to meeting the needs of Maui’s local businesses and families. This progress was supported by growing deal flow with over $11.0 million in contracted land sales, $12.0 million of new listings, and stronger recurring revenue from commercial leasing and reactivation of underutilized agricultural lands.

### Segment Reorganization

As a result of the Company's continuing growth, the Company revised its reportable segments during the first quarter of 2026 to better reflect its business strategy, align its management reporting and increase transparency for investors. Under the revised segment structure, the Company has four operating segments: Land Development and Sales, Commercial Real Estate Leasing, Land Leasing and Management, and Agribusiness Venture. Segment operating results are regularly reviewed by the Company's CODM determined in accordance with applicable accounting guidance. All prior period comparative information has been recast to reflect the revised segment structure. See Note 15 - Reportable Operating Segments, to our condensed consolidated interim financial statements included herein for additional information.

### Results of Operations

#### Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

CONSOLIDATED

*(unaudited)*

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating revenues | $3,405 | $5,804 |
| Segment operating costs and expenses | (2,950) | (4,299) |
| General and administrative | (1,298) | (1,517) |
| Share-based compensation | (939) | (1,581) |
| Depreciation | (233) | (186) |
| Operating loss | (2,015) | (1,779) |
| Gain (Loss) on asset disposal | - | 1 |
| Other income | 38 | 105 |
| Pension and other postretirement expenses | (20) | (6,919) |
| Interest expense | (62) | (48) |
| Net loss | $(2,059) | $(8,640) |
| Net loss per Common Share - Basic and Diluted | $(0.10) | $(0.44) |

LAND DEVELOPMENT AND SALES

*(unaudited)*

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating revenues | $257 | $2,619 |
| Operating costs and expenses | (338) | (2,933) |
| Operating income (loss) | $(81) | $(314) |

Land development and sales operating revenues include the sales of our real estate inventory. The decrease in our Land Development and Sales revenues and expenses for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributed to the absence of construction revenues from the Honokeana Homes Temporary Housing Project during the three months ended March 31, 2026. The project has been on hold by the State of Hawaii, Department of Transportation since April 2025 and have not been informed whether or when the project may resume.

Consistent with the decline in operating revenues, no construction costs were incurred during the three months ended March 31, 2026 due to the pause in the Honokeana Homes Project. There were no significant real estate development expenditures during this period.

Operating revenues generated during the three months ended March 31, 2026 within the land development and sales segment were derived from the operations of the Kapalua Club and licensing fees associated with our registered trademarks and trade names. The Kapalua Club is a private, non-equity club that provides its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or operate any resort amenities. The member dues collected are primarily used to pay contracted fees that provide members with access to the spa, beach club and other resort amenities. Operating costs and expenses associated with operation of the Kapalua Club and licensing fees decreased to $0.3 million during the three months ended March 31, 2026 compared with $0.6 million during the three months ended March 31, 2025 primarily due to reductions in amenity fees.

COMMERCIAL REAL ESTATE LEASING

*(unaudited)*

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating revenues | $1,956 | $1,951 |
| Operating costs and expenses | (773) | (714) |
| Operating income (loss) | $1,183 | $1,237 |

Operating revenues from commercial real estate leasing activities for the three months ended March 31, 2026, were from commercial and industrial leases within the Company’s three commercial town centers located in Kapalua, Haliimaile and Alaeloa (Napili). Both operating revenues and expenses were consistent during the three months ended March 31, 2026 compared to three months ended March 31, 2025.

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui increased and these percentage rents, leasing revenues in general, and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the 2023 Maui wildfires. The wildfires impacted West Maui tourism and reduced percentage rents and licensing revenues for tourism-based tenants. Revenue recognized from percentage rents during the three months ended March 31, 2026 amounted to $0.7 million as compared to $0.6 million during the three months ended March 31, 2025. Tourist traffic has started increasing again post-wildfire, and as a result, it is anticipated that percentage rents will return to pre-wildfire levels in 2026 to 2027.

Our leasing operations face substantial competition from other property owners in Maui and Hawai‘i.

LAND LEASING AND MANAGEMENT

*(unaudited)*

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating revenues | $1,192 | $1,234 |
| Operating costs and expenses | (1,784) | (652) |
| Operating income (loss) | $(592) | $582 |

Operating revenues from land leasing and management activities were consistent for the three months ended March 31, 2026 compared to the three month period ended March 31, 2025. Revenues were comprised of agricultural leases, ground and surface water distribution, and grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed.

The increase in land leasing and management operating costs and expenses of approximately $1.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily due to land management, conservation, watershed management, and utilities infrastructure costs of operations and administrative expenses. Operating costs and expenses increased by approximately $0.7 million and indirect and administrative expenses increased by approximately $0.4 million.

AGRIBUSINESS VENTURE

*(unaudited)*

*(in thousands)*

|  | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Operating revenues | $- | $- |
| Operating costs and expenses | (55) | - |
| Operating income (loss) | $(55) | $- |

Agribusiness venture consists primarily of the Company’s farming operations and related agricultural initiatives. While this segment is currently pre‑revenue, it incurs operating and development costs associated with land preparation and cultivation. The Company expects this segment to generate revenues in future periods through the sales of mature agave and potential farm-to-bottle joint venture arrangements. For the three months ended March 31, 2026, the Agribusiness venture segment recorded operating costs and expenses of $0.1 million, consisting primarily of labor, and agricultural development expenditures. Because no corresponding activity existed in the prior-year period, a comparative discussion of results is not applicable.

GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION

General and administrative costs and share-based compensation for the three months ended March 31, 2026 amounted to $2.2 million, compared to $3.0 million for the three months ended March 31, 2025.

We account for share-based compensation, including grants of restricted shares of common stock and options to purchase common shares, as compensation expense over the respective vesting periods in the consolidated financial statements based on their fair values on the grant dates. The impact of any forfeitures that may occur prior to vesting is estimated and considered in the expense recognized. The decrease in share-based compensation expenses were primarily attributed to decrease in non-cash stock compensation costs during the three months ended March 31, 2026 due to valuation expenses for stock options issued to our directors and the Chief Executive Officer. Beginning in 2025, the Compensation Committee eliminated the use of options and replaced them with restricted stock grants. This change provides more predictable value to directors and executives while maintaining alignment with shareholders and reduces the number of underlying shares used to compensate our directors and executive officers and the related compensation expense.

OTHER INCOME

Other income of $0.1 million was earned during the three month period ended March 31, 2025. During the three months ended March 31, 2025, other income was due to interest earned on savings and dividends earned on an investment bond fund of varying maturities. There was no significant other income earned during the three month period ended March 31, 2026.

LIQUIDITY AND CAPITAL RESOURCES

#### Liquidity

Our cash and cash equivalents were $3.8 million and $5.3 million at March 31, 2026 and December 31, 2025, respectively.

At March 31, 2026, we had $18.5 million of available credit under a revolving line of credit facility with First Hawaiian Bank (the “Bank”) (the “Credit Facility”). On December 22, 2025, we executed a Sixth Loan Modification Agreement and Third Amended and Restated Credit Agreement with the Bank (collectively the “Agreements”) increasing the credit limit from $15.0 million to $25.0 million and extending the maturity date of the Credit Facility to December 31, 2030. The Agreements provide revolving or term loan borrowing options. Interest on revolving borrowing is calculated based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as collateral; 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 Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility. 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 indebtedness.

We were in compliance with the covenants of the Credit Facility at March 31, 2026.

#### Cash Flows

Net cash used by our operating activities for the three months ended March 31, 2026 was $2.0 million and net cash provided by our operating activities was $0.2 million for the three months ended March 31, 2025.

There was land development revenue during the three months ended March 31, 2025 in the amount of $2.3 million that was attributed to the Honokeana Homes project, however, there was no such revenue during the three months ended March 31, 2026.

Other income was comprised of interest income earned from our money market and bond investments was $0.1 million for the three months ended March 31, 2025. There were approximately $38,000 in interest income earned during the three months ended March 31, 2026.

The outstanding balance of our Credit Facility was $6,500,000 at March 31, 2026.

#### Capital Resources

Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next twelve months and the foreseeable longer term.

Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds

### Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section titled *Critical Accounting Policies and Estimates* in Part II, Item 7, within our Annual Report. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in our Annual Report.

## Controls and procedures

As filed, 2,283 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026 to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.

### Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

## Risk factors

As filed, 939 characters.

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “*Business,” “Risk Factors”* and “*Management’s Discussion and Analysis of Financial Condition and Results of Operations”* in our Annual Report and the section entitled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations”* in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the three months ended March 31, 2026, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “*Risk Factors,”* of our Annual Report.

Filed May 15, 2026.
Source: SEC EDGAR, the filing index for accession 0001437749-26-017407. Last ingested by Listed: Oct 24, 2026, 14:53 ET. No prices; not investment advice.