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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): March 10, 2026
Kaanapali Land, LLC
(Exact Name of Registrant as Specified
in Its Charter)
| Delaware |
#0-50273 |
01-0731997 |
|
(State
or Other Jurisdiction
of
Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
|
|
| 900 N. Michigan Ave., Chicago, Illinois 60611 |
| (Address of Principal Executive Offices) (Zip Code) |
| |
| Registrant’s Telephone Number, Including Area Code: 312-915-1987 |
| |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
| o | Written communications pursuant
to Rule 425 under
the Securities Act
(17 CFR 230.425) |
| o | Soliciting material pursuant to
Rule 14a-12 under the Exchange
Act (17 CFR 240.14a- 12) |
| o | Pre-commencement communications pursuant to
Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b)) |
| o | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
| Title of each class |
|
Trading
Symbol |
|
Name of each exchange
on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item
2.01. Completion of Acquisition or Disposition of Assets
On
March 10, 2026, Pioneer Mill Company, LLC. (the “Seller”), an indirect wholly-owned subsidiary of Kaanapali Land, LLC (the
“Company”), completed the previously disclosed sale of four parcels of land, aggregating approximately 21 acres (the “Property”)
located in Lahaina, Hawaii, to Pioneer Mill Site LLC (“Buyer”), pursuant to that certain Property Purchase Agreement, dated
as of June 13, 2024 (the “PMC Sales Agreement” ).
At
the closing of the transactions contemplated by the PMC Sales Agreement, the Seller received $19,900,000 in cash from Buyer for the sale
of the Property (subject to adjustment for closing costs, escrow agent fees, and applicable prorated items pursuant to the PMC Sales
Agreement).
The
foregoing description of the PMC Sales Agreement and the sale of the Property does not purport to be complete and is qualified in its
entirety by reference to the PMC Sales Agreement, a copy of which was attached as Exhibit 10.2 to the Company’s Form 10-Q filed
with the Securities and Exchange Commission (the “SEC”) on August 13, 2024, and is hereby incorporated by reference.
Item
9.01. Financial Statements and Exhibits
Pro
Forma Financial Information.
The
following unaudited pro forma financial information has been prepared in accordance with Regulation S-X, Article 11. Pursuant to Rule
11-02(a)(1) of Regulation S-X, in circumstances where a limited number of pro forma adjustments are required and those adjustments are
easily understood, a narrative description of the pro forma effects of a transaction may be provided in lieu of full unaudited pro forma
financial statements and accompanying explanatory notes. Due to the fact that a limited number of pro forma adjustments were deemed necessary
to give effect to the sale of the Property (the “Sale”), the Company has elected to prepare the following narrative discussion
to illustrate the material pro forma effects of the Sale in relation to the Company’s consolidated balance sheet as of September
30, 2025 and the Company’s consolidated statements of operations for the year ended December 31, 2024 and the nine months ended
September 30, 2025.
The
pro forma effects of the Sale on the Company’s consolidated balance sheet as of September 30, 2025 include the following:
| · | An
increase in cash and cash equivalents of approximately $19,900,000 as of September 30,
2025 to reflect the pro forma impact of $19,900,000 of cash proceeds received at the closing
of the Sale (as if the Sale occurred on September 30, 2025). |
| · | A
decrease in Property, net of approximately $9,600,000 as of September 30, 2025 to reflect
the disposition of the Property in connection with the Sale (as if the Sale had occurred
on September 30, 2025). |
The
pro forma effects of the Sale on the Company’s consolidated statements of operations for the year ended December 31, 2024 and the
nine months ended September 30, 2025 include the following :
| · | A
decrease in sales of approximately $123,000 for the year ended December 31, 2024 and $160,000
for the nine months ended September 30, 2025 to reflect the pro forma impact of license fees
from a licensee located on the site (as if the Sale had occurred on January 1, 2024). |
| · | A
gain on sale of $10,300,000 for the year ended December 31, 2024 to reflect the pro forma
gain on the sale of the Property (as if the Sale had occurred on January 1, 2024). |
| · | A
decrease in selling, general and administrative expenses of approximately $53,000 for the
year ended December 31, 2024 and $44,000 for the nine months ended September 30, 2025
to reflect the pro forma impact of the elimination of certain costs directly related
to the site including Hawaii state excise taxes, legal fees, consulting fees, and other costs,
net of certain sale related employee compensation, (as if the Sale had occurred on January
1, 2024). |
The
pro forma transaction adjustments for the Sale described above are based upon currently available information and derived from assumptions
that management believes are reasonable under the circumstances. The unaudited pro forma financial information is provided for informational
purposes only and do not reflect what the Company’s actual financial condition or results of operations would have been had the
Sale taken place on the assumed dates presented, nor it is indicative of the Company’s financial position or results of operations
for any future period.
(d)
Exhibits.
| 10.1 | Property
Purchase Agreement between Pioneer Mill Company, LLC and Pioneer Mill Site LLC, dated June
13, 2024 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed
August 13, 2024, and incorporated by reference herein). |
| 104 | Cover
Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
KAANAPALI
LAND, LLC |
| |
|
|
| |
|
Pacific Trail Holdings,
LLC |
| |
By: |
(sole member) |
| |
|
|
| |
|
|
| |
|
/s/
Richard Helland |
| |
By: |
Richard Helland, Vice President |
| March 13, 2026 |
|
|
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