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What changed in Farmland Partners Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Farmland Partners Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+220 added−235 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in Farmland Partners Inc.'s 2025 10-K

220 paragraphs added · 235 removed · 194 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAggregate cash consideration for these acquisitions totaled $17.9 million ; ● We repurchased 2,240,295 shares of our common stock at a weighted average price of $12.25 per share; ● Total in debtedness decreased $158.5 million from $363.1 million at December 31, 2023 to $204.6 million at December 31, 2024; ● We increased liquidity to $245.8 million as of December 31, 2024, compared to $206.6 million as of December 31, 2023; and ● We declared a one-time special dividend of $1.15 per share of common stock and Class A Common OP Unit in December 2024, which was paid in January 2025.
Biggest changeOf the 60 property dispositions, 23 properties were exchanged for the redemption and cancellation of 31,000 Series A preferred units; ● We completed acquisitions of six properties in the Corn Belt region for total consideration of $7.3 million; ● Total in debtedness decreased $43.0 million from $204.6 million at December 31, 2024 to $161.6 million at December 31, 2025; ● We repurchased 3,411,581 shares of our common stock at a weighted average price of $11.07 per share; ● We sold Murray Wise Associates, LLC (“MWA”), our auction, brokerage and third-party management business, and its subsidiaries, to Peoples Company of Indianola for aggregate consideration of $5.3 million, including $3.3 million in seller financing, and recognized an aggregate gain on sale of $1.0 million; and ● We declared a one-time special dividend of $ 0.20 per share of common stock and Class A Common OP Unit in December 2025, which was paid in January 2026.
Lastly, we believe that in most major U.S. agricultural markets, multiple quality farm-operator tenants compete for farmland lease opportunities. ​ 8 Table of Contents We may consider investing in farmland in other countries, such as Canada, Australia or New Zealand, that, like the United States, offer virtually no land title risk, a sophisticated farm-operator tenant environment and attractive rental rates. ​ Leased Properties ​ The business of farming carries materially more operating risk than owning and leasing farmland to farm operators, although such risk can be mitigated through crop insurance and other risk management tools.
Lastly, we 8 Table of Contents believe that in most major U.S. agricultural markets, multiple quality farm-operator tenants compete for farmland lease opportunities. ​ We may consider investing in farmland in other countries, such as Canada, Australia or New Zealand, that, like the United States, offer reduced land title risk, a sophisticated farm-operator tenant environment and attractive rental rates. ​ Leased Properties ​ The business of farming carries materially more operating risk than owning and leasing farmland to farm operators, although such risk can be mitigated through crop insurance and other risk management tools.
Some of our leases have variable rents based on the revenue generated by our farm-operator tenants. We believe that a mix of fixed and variable rents will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants while making us an attractive landlord in certain regions where variable leases are customary.
Some of our leases have variable rents based on the revenue generated by our farm-operator tenants. We believe that this mix of fixed and variable rents will help insulate us from the variability of farming operations and reduce our credit-risk exposure to farm-operator tenants while making us an attractive landlord in certain regions where variable leases are customary.
As of December 31, 2024, the Operating Partnership owned a 9.97% equity interest in Promised Land Opportunity Zone Farms I, LLC (the “OZ Fund”), an unconsolidated equity method investment, that holds 11 properties (see “Note 1—Organization and Significant Accounting Policies—Equity Method Investments”).
As of December 31, 2025, the Operating Partnership owned a 9.97% equity interest in Promised Land Opportunity Zone Farms I, LLC (the “OZ Fund”), an unconsolidated equity method investment, that holds 11 properties (see “Note 1—Organization and Significant Accounting Policies—Equity Method Investments”).
Investment firms that we might compete directly against for investment capital to be deployed in farmland could include agricultural investment firms such as Nuveen Natural Capital, Manulife Investment Management, International Farming Corporation, Ceres Partners, Gladstone Land Corporation, UBS Agrivest, AgIS Capital, Homestead Capital, and Goldcrest Farm Trust Advisors.
Investment firms that we might compete directly against for investment capital to be deployed in farmland could include agricultural investment firms such as Nuveen Natural Capital, Manulife Investment Management, International Farming Corporation, Ceres Partners, Gladstone Land Corporation, UBS Farmland Investors, AgIS Capital, Homestead Capital, and Goldcrest Farm Trust Advisors.
USDA data shows that rented land as a percentage of total farmland acres has been in the 35% to 45% range since the 1920s. ​ Non-Farming Leases ​ In addition to leases entered into in connection with farming operations, we seek additional sources of income from our properties that are either incremental, such as wind easements and recreational leases, or are higher than farming rents, such as leases for solar power installations.
USDA data shows that rented land as a percentage of total farmland acres has been in the 35% to 45% range since the 1920s. ​ Non-Farming Leases ​ In addition to leases entered into in connection with farming operations, we seek additional sources of income from our properties that are either incremental, such as wind easements and recreational leases, or are higher than farming rents, 9 Table of Contents such as leases for solar power installations.
We foster a company culture based on open communication and professional growth, and support employees engaged with non-profit organizations. ​ Environmental Sustainability ​ Farmland is more environmentally friendly than most types of commercial real estate, as agriculture naturally uses solar energy to capture carbon dioxide from the atmosphere and convert it into food, feed, fuel, and fiber.
We foster a company culture based on open communication and professional growth, and support employees engaged with non-profit organizations. ​ Environmental Sustainability ​ Farmland is in many ways more environmentally friendly than most types of commercial real estate, as agriculture naturally uses solar energy to capture carbon dioxide from the atmosphere and convert it into food, feed, fuel, and fiber.
As of December 31, 2024, approximately 60% of our owned portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 40% was used to produce specialty crops, such as almonds, pistachios, citrus, avocados, strawberries, and edible beans.
As of December 31, 2025, approximately 60% of our owned portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 40% was used to produce specialty crops, such as almonds, pistachios, citrus, avocados, strawberries, and edible beans.
Over the long term, we expect that our farmland portfolio will continue to be comprised of approximately 60% primary crop farmland and 40% specialty crop farmland by value, which we believe will give investors the economic benefit from increasing global food demand in the face of growing scarcity of high quality farmland and will reflect the approximate allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other. ​ Primary Crops ​ The most widely grown crop in the United States is corn, at approximately 89 million acres.
Over the long term, we expect that our farmland portfolio will continue to be comprised of approximately 60% primary crop farmland and 40% specialty crop farmland by value, which we believe will give investors the economic benefit from increasing global food demand in the face of growing scarcity of high quality farmland and will reflect the approximate allocation of U.S. agricultural output between primary crops and animal protein (whose production relies principally on primary crops as feed), on one hand, and specialty crops, on the other. ​ Primary Crops ​ According to the United States Department of Agriculture (“USDA”), the most widely grown crop in the United States is corn, at approximately 97 million acres.
Soybean oil is used for food, biofuel, and is exported. ​ The third most widely grown crop in the United States is wheat, at approximately 49 million acres.
Soybean oil is used for food, biofuel, and is exported. ​ The third most widely grown crop in the United States is wheat, at approximately 48 million acres.
We may also invest in other agriculture-related business, typically through our TRS. 7 Table of Contents ​ Crop Categories ​ Primary vs Specialty Crops ​ Farm crops generally can be divided into two principal categories: primary crops and specialty crops. Primary crops include, among others, corn, soybeans, wheat, rice and cotton.
We may also invest in other agriculture-related business, typically through our TRS. ​ Crop Categories ​ Primary vs Specialty Crops ​ Farm crops generally can be divided into two principal categories: primary crops and specialty crops. Primary crops include, among others, corn, soybeans, wheat, rice and cotton.
We also may acquire real estate assets related to farming, such as grain storage facilities, grain elevators, feedlots, cold storage facilities, controlled environment agriculture facilities, land and facilities leased to agriculture equipment dealerships, processing plants and distribution centers, as well as livestock farms or ranches.
We also may acquire real estate assets related to farming, such as grain storage facilities, grain elevators, feedlots, cold storage facilities, controlled environment agriculture facilities, land and facilities leased to agriculture equipment dealerships, processing plants and distribution 7 Table of Contents centers, as well as livestock farms or ranches.
Our financial performance should be evaluated on an annual basis, which eliminates impacts of seasonality and other similar factors that may cause our quarterly results to vary during the course of the year. ​ Our Properties ​ As of December 31, 2024, we owned farms with an aggregate of approximately 93,500 acres in Arkansas, California, Colorado, Illinois, Indiana, Kansas, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia.
Our financial performance should be evaluated on an annual basis, which eliminates impacts of seasonality and other similar factors that may cause our quarterly results to vary during the course of the year. ​ Our Properties ​ As of December 31, 2025, we owned farms with an aggregate of approximately 71,600 acres in Arkansas, California, Colorado, Illinois, Indiana, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia.
The uses of soybeans projected for the 2024/2025 marketing year (September 2024 to August 2025) are as follows: crushings (51%); exports (39%); seed and residual (2%); and ending stocks or inventory (8%). The process of crushing soybean produces soybean oil, soybean meal, hulls and waste. Soybean meal is used as animal feed both domestically and in the export market.
The uses of soybeans projected for the 2025/2026 marketing year (September 2025 to August 2026) are as follows: crushings (56%); exports (34%); seed and residual (2%); and ending stocks or inventory (8%). The process of crushing soybean produces soybean oil, soybean meal, hulls and waste. Soybean meal is used as animal feed both domestically and in the export market.
While we do not believe that such non-farming lease income will constitute a significant percentage of our total revenues, they offer opportunities to enhance returns to stockholders at little or no cost to us. 9 Table of Contents ​ Family-Owned Properties ​ According to America’s Farms and Ranches at a Glance 2024 Edition, a USDA report, family farms accounted for approximately 97% of the total farms in the United States.
While we do not believe that such non-farming lease income will constitute a significant percentage of our total revenues, they may offer opportunities to enhance returns to stockholders at little or no cost to us. ​ Family-Owned Properties ​ According to America’s Farms and Ranches at a Glance 2025 Edition, the latest edition of this USDA report, family farms accounted for approximately 97% of the total farms in the United States.
Delta and South includes farms located in Arkansas, Louisiana and Mississippi. High Plains includes farms located in Colorado, Kansas and Texas. Southeast includes farms located in North Carolina, South Carolina and West Virginia. West Coast includes farms located in California.
Delta and South includes farms located in Arkansas and Louisiana. High Plains includes farms located in Colorado and Texas. Southeast includes farms located in South Carolina and West Virginia. West Coast includes farms located in California.
The uses of corn projected for the 2024/2025 marketing year (September 2024 to August 2025) are as follows: animal feed and residual products (35%); ethanol and its animal feed byproducts known as distillers’ dried grains with solubles or DDGS (33%); exports (15%); other sugars, starches, cereals, seeds (8%); and ending stocks or inventory (9%). ​ The second most widely grown crop in the United States is soybeans, at approximately 86 million acres.
The uses of corn projected for the 2025/2026 marketing year (September 2025 to August 2026) are as follows: animal feed and residual products (33%); ethanol and its animal feed byproducts known as distillers’ dried grains with solubles or DDGS (30%); exports (17%); other sugars, starches, cereals, seeds (8%); and ending stocks or inventory (12%). ​ The second most widely grown crop in the United States is soybeans, at approximately 80 million acres.
In addition, we offer a loan program (the “FPI Loan Program”) pursuant to which we make loans to third-party farmers (both tenant and non-tenant) and landowners to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming, agricultural and other real estate related projects. ​ FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), is a taxable REIT subsidiary that was formed to provide volume purchasing services to the Company’s tenants and to directly operate farms under certain circumstances.
In addition, we offer a loan program (the “FPI Loan Program”) pursuant to which we make loans to landowners with whom we have established relationships and third-party farmers (both tenant and non-tenant) to provide financing for business operations, property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and non-farming business needs. ​ FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), is a taxable REIT subsidiary that was formed to provide volume purchasing services to the Company’s tenants and to directly operate farms under certain circumstances.
The uses of wheat projected for the 2024/2025 marketing year (June 2024 to May 2025) are as follows: food (35%); exports (30%); seed, feed and residual (7%); and ending stocks or inventory (28%). ​ Annual vs. Permanent Crops Our portfolio includes farms that produce both annual and permanent crops.
The uses of wheat projected for the 2025/2026 marketing year (June 2025 to May 2026) are as follows: food (33%); exports (30%); seed, feed and residual (5%); and ending stocks or inventory (32%). ​ Annual vs. Permanent Crops Our portfolio includes farms that produce both annual and permanent crops.
We are committed to having a diverse workforce, and an inclusive work environment is a natural extension of our culture. ​ At December 31, 2024, we had 24 employees, 23 of which are full time employees.
We are committed to having a diverse workforce, and an inclusive work environment is a natural extension of our culture. ​ At December 31, 2025, we had 12 employees, 11 of which are full time employees.
All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of December 31, 2024, FPI owned a 97.5% interest in the Operating Partnership.
All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of December 31, 2025, FPI owned a 98.1% interest in the Operating Partnership.
As of December 31, 2024, we owned farms with an aggregate of approximately 93,500 acres in Arkansas, California, Colorado, Illinois, Indiana, Kansas, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia.
As of December 31, 2025, we owned farms with an aggregate of approximately 71,600 acres in Arkansas, California, Colorado, Illinois, Indiana, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia.
Also, during the year ended December 31, 2024, the Company completed acquisitions consisting of four properties in the Corn Belt and Delta and South regions. Aggregate cash consideration for these acquisitions totaled $17.9 million. See “Management’s Discussion and Analysis of Financial Condition and Results of 12 Table of Contents Operations” for more information about our portfolio.
Also, during the year ended December 31, 2025, the Company completed acquisitions consisting of six properties in the Corn Belt region. Aggregate cash consideration for 12 Table of Contents these acquisitions totaled $7.3 million. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information about our portfolio.
As of December 31, 2024, 11 of our farms, which collectively comprised approximately 8,050 acres, had leases for operational or under-construction renewable energy production, and 10 of our farms, which collectively comprise approximately 4,330 acres, had options for potential future solar or wind development and operating lease.
As of December 31, 2025, 10 of our farms, which collectively comprised approximately 1,973 acres, had leases for operational or under-construction renewable energy production, and 12 of our farms, which collectively comprise approximately 4,211 acres, had options for potential future solar or wind development and operating lease.
Principles of environmental sustainability are deeply interwoven into modern agricultural practices and are embedded into our farmland acquisition criteria and management practices. We foster long-term relationships with our tenants, who are incentivized to provide good stewardship for the land they rent from us.
Principles of environmental sustainability are deeply interwoven into modern agricultural practices and are embedded into our farmland acquisition criteria and management practices. We foster long-term relationships with our tenants, who are incentivized to provide good stewardship for the land they rent from us. ​ Renewable energy generation (wind and solar) is a component of our business model of growing importance.
As of December 31, 2024, the TRS performed direct farming operations on 2,103 acres of permanent crop farmland owned by the Company located in California. ​ 6 Table of Contents FPI strategically seeks opportunities to promote environmentally friendly usage of our farmland.
As of December 31, 2025, the TRS performed direct farming operations on 1,845 acres of permanent crop farmland owned by the Company located in California. ​ 6 Table of Contents FPI strategically seeks opportunities to generate incremental revenues with environmentally friendly usage of our farmland.
As shown below, small family farms represent the greatest number of farms and amount of land, while large-scale family farms represent the greatest value of production. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Farm Category Annual Gross Farm Cash Income Number of Farms Percent of Farms ​ Percent of Land Area ​ Value of Production ​ Small Family Farms ​ Less than $350,000 ​ 1,626,608 ​ 86.1 % ​ 40.7 % ​ 17.2 % Midsize Family Farms ​ Less than $1,000,000 ​ 112,185 ​ 5.9 % ​ 18.2 % ​ 18.5 % Large-Scale Family Farms ​ Greater than $1,000,000 ​ 84,030 ​ 4.5 % ​ 30.6 % ​ 47.5 % Nonfamily Farms ​ ​ ​ 66,977 ​ 3.5 % ​ 10.5 % ​ 16.8 % Total ​ ​ ​ 1,889,800 ​ 100.0 % ​ 100.0 % ​ 100.0 % ​ Farmland leases allow farm operators to unlock personal or family capital/net worth that would otherwise be tied up in land ownership while retaining the ability to conduct their livelihoods on land that is familiar to them.
As shown below, small family farms represent the greatest number of farms and amount of land, while large-scale family farms represent the greatest value of production. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Farm Category ​ ​ ​ Annual Gross Farm Cash Income ​ ​ ​ Number of Farms ​ ​ ​ Percent of Farms ​ ​ ​ ​ Percent of Land Area ​ ​ ​ ​ Value of Production ​ Small Family Farms ​ Less than $350,000 ​ 1,618,780 ​ 86.5 % ​ 40.3 % ​ 17.2 % Midsize Family Farms ​ Less than $1,000,000 ​ 113,966 ​ 6.1 % ​ 18.3 % ​ 18.4 % Large-Scale Family Farms ​ Greater than $1,000,000 ​ 86,808 ​ 4.6 % ​ 32.5 % ​ 50.2 % Nonfamily Farms ​ ​ ​ 52,767 ​ 2.8 % ​ 8.9 % ​ 14.2 % Total ​ ​ ​ 1,872,321 ​ 100.0 % ​ 100.0 % ​ 100.0 % ​ Farmland leases allow farm operators to unlock personal or family capital/net worth that would otherwise be tied up in land ownership while retaining the ability to conduct their livelihoods on land that is familiar to them.
As of December 31, 2024, we leased acres to support 2 solar energy operational projects across 10 farms and 1 wind energy project on 1 farm, which have the capacity to generate approximately 207 megawatts of renewable energy, respectively. We own 9 additional farms which have options for future solar projects.
As of December 31, 2025, we leased acres to support two solar energy operational projects across ten farms which have the capacity to generate approximately 207 megawatts of renewable energy. We own 12 additional farms which have options for future solar projects.
In general, we focus on farmland with average or better-than-average soil. ​ ● Water Availability —Appropriate water availability is an essential input to farming and a key consideration in determining the productivity and value of farmland. We seek to acquire farmland where water availability through precipitation and irrigation meets the agronomic needs of the crops expected to be grown.
In general, we focus on farmland with average or better-than-average soil. ​ 10 Table of Contents ● Water Availability —Appropriate water availability is an essential input to farming and a key consideration in determining the productivity and value of farmland.
However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the fixed rent, variable rent arrangements and leases with terms greater than one year. ​ Full Year 2024 Highlights ​ During 2024: ● Net income increased 94% from $31.7 million for the year ended December 31, 2023 to $61.5 million for the year ended December 31, 2024; ● Adjusted Funds from Operation ("AFFO") increased 72.9% from $8.1 million for the year ended December 31, 2023 to $14.1 million for the year ended December 31, 2024; ● We completed dispositions consisting of 54 properties in the Corn Belt, Delta and South, High Plains and Southeast regions.
However, we may be exposed to tenant credit risk and farming operation risks, particularly with respect to leases that do not require advance payment of 100% of the fixed rent, variable rent arrangements and leases with terms greater than one year. ​ Full Year 2025 Highlights ​ During 2025: ● Net income decreased 47.6% from $61.5 million for the year ended December 31, 2024 to $32.2 million for the year ended December 31, 2025; ● Adjusted Funds from Operation ("AFFO") increased 27% from $14.1 million for the year ended December 31, 2024 to $17.9 million for the year ended December 31, 2025; AFFO per weighted average common share increased 34.5% from $0.29 per share available to common stockholders for the year ended December 31, 2024 to $0.39 per share available to common stockholders for the year ended December 31, 2025; ● We completed dispositions of 60 properties in the Corn Belt, Delta and South, High Plains and West Coast regions for aggregate consideration of $90.2 million, including $2.1 million in seller financing, and recognized an aggregate net gain on sale of $34.9 million.
Moreover, the United States is one of the largest domestic markets for primary crops, which are typically priced in U.S. dollars.
The United States has the largest, lowest-cost grain transportation infrastructure in the world, leaving more margin to the grain producer and landowner. Moreover, the United States is one of the largest domestic markets for primary crops, which are typically priced in U.S. dollars.
We conduct due diligence on loan collateral largely the same way we conduct due diligence on potential farm acquisitions, and we screen potential borrowers using criteria similar to those used to screen potential tenants.
We conduct due diligence on loan collateral largely the same way we conduct due diligence on potential farm acquisitions.
In addition, as of December 31, 2024, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag-Pro Ohio, LLC (“Ag Pro”) under the John Deere brand and served as property manager for approximately 48,300 acres of farmland, including farms in Colorado, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, North Carolina, Ohio and South Carolina.
In addition, as of December 31, 2025, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro Ohio, LLC (“Ag Pro”) under the John Deere brand.
This increases our breadth of activities in the farmland sector, while adding additional sources of revenue and market insight. ​ Seasonality ​ We recognize rental revenue from fixed-rate leases on a pro rata basis over the non-cancellable term of the lease in accordance with accounting principles generally accepted in the United States (“GAAP”).
In November 2025, we sold MWA to a third party, and therefore no longer operate these businesses. ​ Seasonality ​ We recognize rental revenue from fixed-rate leases on a pro rata basis over the non-cancellable term of the lease in accordance with accounting principles generally accepted in the United States (“GAAP”).
In general, the tenant selection process focuses primarily on candidates' experience and reputation based upon background and reference checks, as well as their willingness and ability to pay competitive rental rates. In geographic areas where we already own one or more properties, we may give our existing local tenants priority consideration, especially when a tenant sources the property acquisition opportunity.
In geographic areas where we already own one or more properties, we may give our existing local tenants priority consideration, especially when a tenant sources the property acquisition opportunity.
In addition, under the FPI Loan Program, we may provide loans to farm operators secured by farmland, properties related to farming, crops (growing or stored), and/or agricultural equipment.
In addition, under the FPI Loan Program, we may provide loans to landowners with whom we have established relationships and third-party farmers (both tenants and non-tenants) secured by both farmland and non-farmland real estate, crops (growing or stored), agricultural equipment and/or other collateral.
As part of our acquisition due diligence process, we evaluate properties for water availability and any associated ground or 10 Table of Contents surface water rights. Where appropriate, we may also invest in irrigation infrastructure to improve the productivity of properties we own.
We seek to acquire farmland where water availability through precipitation and irrigation meets the agronomic needs of the crops expected to be grown. As part of our acquisition due diligence process, we evaluate properties for water availability and any associated ground or surface water rights.
The distribution of farms owned and managed by region is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Region (1) Owned Acres Managed Acres ​ Total Acres Corn Belt (2) ​ 42,288 ​ 29,412 ​ ​ 71,700 Delta and South ​ 9,001 ​ 8,763 ​ ​ 17,764 High Plains ​ 20,870 ​ 4,352 ​ ​ 25,222 Southeast ​ 10,177 ​ 5,772 ​ ​ 15,949 West Coast ​ 11,189 ​ — ​ ​ 11,189 ​ ​ 93,525 ​ 48,299 ​ ​ 141,824 (1) Corn Belt includes farms located in Illinois, Indiana, Iowa, Missouri, eastern Nebraska and Ohio.
The distribution of farms owned by region is as follows: ​ ​ ​ ​ Region (1) ​ ​ Total Acres Corn Belt (2) ​ 36,577 Delta and South ​ 7,524 High Plains ​ 7,373 Southeast ​ 10,177 West Coast ​ 9,959 ​ ​ 71,610 (1) Corn Belt includes farms located in Illinois, Indiana, Missouri and eastern Nebraska.
We believe that the business of making loans to farm operators secured by farmland, properties related to farmland, crops (growing or stored), and/or agricultural equipment leverages the substantial expertise in agribusiness possessed by the FPI team and is highly complementary to our core business of investing in farmland. We generally find potential borrowers during the process of sourcing farm acquisitions.
We believe that the business of making loans to landowners with whom we have established relationships and farm operators secured by both farmland and non-farmland real estate, crops (growing or stored), agricultural equipment and/or other collateral leverages the substantial expertise in agribusiness possessed by the FPI team and generates incremental shareholder value.
In addition, as of December 31, 2024, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand and served as property manager for approximately 48,300 acres of farmland, including farms in Colorado, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, North Carolina, Ohio and South Carolina.
In addition, as of December 31, 2025, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand. During the year ended December 31, 2025, the Company completed dispositions, consisting of 60 properties, in the Corn Belt, Delta and South, High Plains and West Coast regions.
According to the United States Department of Agriculture (“USDA”) forecast data from December 2024, real estate debt on farms is $360 billion, compared to a real estate value of $3.5 trillion, representing a 10% debt-to-equity ratio. The United States has the largest, lowest-cost grain transportation infrastructure in the world, leaving more margin to the grain producer and landowner.
As an asset class, United States farmland has lower leverage compared to other real estate sectors. According to the USDA forecast data from February 2026, real estate debt on farms is $404 billion, compared to a real estate value of $3.8 trillion, representing a 11% debt-to-equity ratio.
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We received $312.0 million in aggregate consideration, and recognized an aggregate gain on sale of $54.1 million, including $2.1 million in connection with properties sold in 2023 whereby the gain was deferred ; ● We completed acquisitions consisting of four properties in the Corn Belt and Delta and South regions.
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As the sole member of the sole general partner with control of the Operating Partnership, FPI is the primary beneficiary and therefore consolidates the Operating Partnership in accordance with accounting standards for consolidation of variable interest entities.
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In the United States, the farmland market is relatively liquid and there is virtually no land title risk. As an asset class, United States farmland has lower leverage compared to other real estate sectors.
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Where appropriate, we may also invest in irrigation infrastructure to improve the productivity of properties we own.
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The FPI Loan Program offering gives us an increased visibility in the marketplace, thereby benefiting our core farmland investing business. ​ Asset Management for Third Parties ​ We believe that our existing systems and personnel are well suited to source, conduct due diligence evaluations with respect to, close and manage farmland on behalf of third parties at little or no additional cost to us, generating fee income without capital investment.
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In general, the tenant selection process focuses primarily on candidates' experience and reputation based upon background and informal and, in some cases, formal reference checks, as well as their willingness and ability to pay competitive rental rates.
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As of December 31, 2024, we managed approximately 48,300 acres of farmland on behalf of third parties. ​ Brokerage and Auction Services ​ The acquisition of Murray Wise Associates, LLC (“MWA”) in November 2021 also added brokerage and auction business activities for clients seeking to sell farmland.
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We believe that the FPI Loan Program offering gives us an opportunity to increase current returns and enhances our visibility into the agriculture marketplace, thereby benefiting our core farmland investing business. ​ Discontinued Complementary Businesses ​ Since late 2021, we have operated two complementary businesses – asset management for third parties, and brokerage and auction services – within our subsidiary MWA.
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During the year ended December 31, 2024, the Company completed dispositions, consisting of 54 properties, in the Corn Belt, Delta and South, High Plains and Southeast regions. We received $312.0 million in aggregate consideration, and recognized an aggregate gain on sale of $54.1 million, including $2.1 million in connection with properties sold in 2023 whereby the gain was deferred.
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We received $90.2 million in aggregate consideration, including $2.1 million in seller financing, and recognized an aggregate net gain on sale of $34.9 million. The 60 property dispositions include 23 properties that were exchanged for the redemption and cancellation of 31,000 Series A preferred units.
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The use of farmland as a carbon sink to generate carbon credits is a double-impact (environmental and financial) opportunity that we believe will continue to increase in significance in coming years. ​ Renewable energy generation (wind and solar) is a component of our business model of growing importance.
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In addition, in November 2025, we sold MWA, our auction, brokerage and third-party management business, and its subsidiaries, for aggregate consideration of $5.3 million, including $3.3 million in seller financing, and recognized an aggregate gain on sale of $1.0 million.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent the Series A preferred units are converted to Common units and such Common units are redeemed for shares of common stock, our existing common stockholders would experience an immediate, and potentially significant, dilutive effect on their ownership interest in the Company, which could cause the market price of our common stock to be materially adversely affected. ​ 18 Table of Contents Global economic conditions, including elevated levels of inflation and supply chain disruptions, could materially and adversely affect our and our tenants’ operations. ​ General global economic downturns and macroeconomic trends, including heightened inflation, volatility in the capital markets, interest rate and currency rate fluctuations, the war in Ukraine and the ongoing conflicts in the Middle East, changes in trade policies among nations that import and/or export agricultural products and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our tenants’ crops and exacerbate some of the other risks that affect our business, financial condition and results of operations.
Biggest changeIf increases in interest rates are not accompanied by higher levels of farm income, this could lead to a reduction in our tenants’ profitability, which could have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders. ​ Global economic conditions, including elevated levels of inflation and supply chain disruptions, could materially and adversely affect our and our tenants’ operations. ​ General global economic downturns and macroeconomic trends, including heightened inflation, volatility in the capital markets, interest rate and currency rate fluctuations, the war in Ukraine and other geopolitical tensions, changes in trade policies among nations that import and/or export agricultural products and economic slowdown or recession, may result in unfavorable conditions that could negatively affect demand for our tenants’ crops and exacerbate some of the other risks that affect our business, financial condition and results of operations. ​ The impacts of changes in trade policy (such as the imposition of tariffs), trade disputes and geopolitical tensions (such as the ongoing war in Ukraine) could adversely affect the profitability of our tenants’ farming operations, which could have a material adverse effect on our results of operations, financial condition, ability to make distributions to our stockholders and the value of our properties . ​ The potential for trade disputes between the United States and its primary agricultural trade partners has increased in recent years.
The ability of our tenants to fulfill their obligations under our leases 16 Table of Contents depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, crop disease, pests, and unfavorable or uncertain political, economic, business, trade or regulatory conditions.
The ability of our tenants to fulfill their obligations under our leases depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among 16 Table of Contents other things, adverse weather conditions, crop prices, crop disease, pests, and unfavorable or uncertain political, economic, business, trade or regulatory conditions.
If demand for one type of permanent crop decreases, the permanent crop farmer cannot easily convert the farm to another type of crop because permanent crop farmland is dedicated to one crop during the lifespan of the trees or vines and therefore cannot easily be rotated to adapt to changing environmental or market conditions. ​ Our failure to continue to identify and consummate suitable acquisitions would significantly impede our growth and our ability to further diversify our portfolio by geography, crop type and tenant, which could materially and adversely affect our results of operations and cash available for distribution to our stockholders. ​ Our ability to expand through farmland acquisitions is important to our business strategy and requires that we identify and consummate suitable acquisition or investment opportunities that meet our investment criteria and are compatible with our growth strategy.
If demand for one type of permanent crop decreases, the permanent crop farmer cannot easily convert the farm to another type of crop because permanent crop farmland is dedicated to one crop during the lifespan of the trees or vines and therefore cannot easily be rotated to adapt to changing environmental or market conditions. ​ Our failure to continue to identify and consummate suitable farmland acquisitions would significantly impede our growth and our ability to further diversify our portfolio by geography, crop type and tenant, which could materially and adversely affect our results of operations and cash available for distribution to our stockholders. ​ Our ability to expand through farmland acquisitions is important to our business strategy and requires that we identify and consummate suitable acquisition or investment opportunities that meet our investment criteria and are compatible with our growth strategy.
We have identified material weaknesses in the past. While we believe we have remediated all past material weaknesses, we cannot give any assurances that other material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act.
While we believe we have remediated all past material weaknesses, we cannot give any assurances that other material weaknesses will not be identified in the future in connection with our compliance with the provisions of Section 404 of the Sarbanes-Oxley Act.
Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: ​ ● “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or any affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter impose fair price and/or supermajority voting requirements on these combinations; and ● “control share” provisions that provide that “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, except solely by virtue of a revocable proxy, entitle 31 Table of Contents the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. ​ By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons).
Although our Board of Directors has no such intention at the present time, it could establish a class or series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change of control under certain circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including: ​ ● “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or any affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstanding stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and thereafter impose fair price and/or supermajority voting requirements on these combinations; and ● “control share” provisions that provide that “control shares” of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, except solely by virtue of a revocable proxy, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to their control shares except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. ​ By resolution of our Board of Directors, we have opted out of the business combination provisions of the MGCL and provided that any business combination between us and any other person is exempt from the business combination provisions of the MGCL, provided that the business combination is first approved by our Board of Directors (including a majority of directors who are not affiliates or associates of such persons).
All distributions will be made at the discretion of our Board of Directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as our Board of Directors may deem relevant from time to time.
However, all distributions will be made at the discretion of our Board of Directors and will be based upon, among other factors, our historical and projected results of operations, financial condition, cash flows and liquidity, maintenance of our REIT qualification and other tax considerations, capital expenditure and other expense obligations, debt covenants, contractual prohibitions or other limitations and applicable law and such other matters as our Board of Directors may deem relevant from time to time.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this Annual Report on Form 10-K and others such as: ​ ● actual or anticipated variations in our quarterly results of operations or dividends; ● changes in our funds from operations or earnings estimates; ● changes in government regulations or policies affecting our business or the farming business; ● publication of research reports about us or the real estate or farming industries; ● sustained decreases in agricultural commodity and crop prices; ● increases in market interest rates that lead purchasers of our common stock to demand a higher yield; ● changes in market valuations of similar companies; ● adverse market reaction to any additional debt we incur in the future; ● additions or departures of key management personnel; 37 Table of Contents ● actions by institutional stockholders; ● speculation in the press or investment community; ● the realization of any of the other risk factors presented in this Annual Report on Form 10-K; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● our underlying asset value; ● investor confidence in the stock and bond markets generally; ● changes in tax laws; ● future equity issuances; ● failure to meet earnings estimates; ● failure to meet and maintain REIT qualifications and requirements; ● low trading volume of our common stock; and ● general market and economic conditions, including conditions that are outside of our control, such as the impact of public health and safety concerns. ​ In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock.
The price of our common stock could be subject to wide fluctuations in response to a number of factors, including those listed in this “Risk Factors” section of this Annual Report on Form 10-K and others such as: ​ ● actual or anticipated variations in our quarterly results of operations or dividends; ● changes in our funds from operations or earnings estimates; ● changes in government regulations or policies affecting our business or the farming business; ● publication of research reports about us or the real estate or farming industries; ● sustained decreases in agricultural commodity and crop prices; ● increases in market interest rates that lead purchasers of our common stock to demand a higher yield; ● changes in market valuations of similar companies; ● adverse market reaction to any additional debt we incur in the future; ● additions or departures of key management personnel; ● actions by institutional stockholders; ● speculation in the press or investment community; ● the realization of any of the other risk factors presented in this Annual Report on Form 10-K; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● our underlying asset value; ● investor confidence in the stock and bond markets generally; ● changes in tax laws; ● future equity issuances; ● failure to meet earnings estimates; ● failure to meet and maintain REIT qualifications and requirements; ● low trading volume of our common stock; and ● general market and economic conditions, including conditions that are outside of our control, such as the impact of public health and safety concerns. ​ In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock.
If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. ​ Our debt financing agreements restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments. ​ Our existing debt financing agreements contain, and other debt financing agreements we may enter into in the future may contain customary negative covenants and other financial and operating covenants that, among other things: ​ ● restrict our ability to incur additional indebtedness; ● restrict our ability to incur additional liens; 17 Table of Contents ● restrict our ability to make certain investments (including certain capital expenditures); ● restrict our ability to merge with another company; ● restrict our ability to sell or dispose of assets; ● restrict our ability to make distributions to stockholders; and ● require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and maximum leverage ratios. ​ Increases in benchmark interest rates will increase our borrowing costs, which will negatively impact our financial condition, results of operations, growth prospects and ability to make distributions to stockholders. ​ Beginning in 2022, the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) has undertaken a significant tightening of monetary policy, which has increased borrowing costs (through the resulting increase in interest rates) and decreased credit availability.
If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds, which could hinder our ability to meet the REIT distribution requirements imposed by the Code. ​ Our debt financing agreements may restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments. ​ Our existing debt financing agreements contain, and other debt financing agreements we may enter into in the future may contain customary negative covenants and other financial and operating covenants that, among other things: ​ ● restrict our ability to incur additional indebtedness; ● restrict our ability to incur additional liens; ● restrict our ability to make certain investments (including certain capital expenditures); 17 Table of Contents ● restrict our ability to merge with another company; ● restrict our ability to sell or dispose of assets; ● restrict our ability to make distributions to stockholders; and ● require us to satisfy minimum financial coverage ratios, minimum tangible net worth requirements and maximum leverage ratios. ​ Increases in benchmark interest rates will increase our borrowing costs, which will negatively impact our financial condition, results of operations, growth prospects and ability to make distributions to stockholders. ​ Beginning in 2022, the Board of Governors of the United States Federal Reserve Bank (the “Federal Reserve”) undertook a significant tightening of monetary policy, which increased borrowing costs (through the resulting increase in interest rates) and decreased credit availability.
It is difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants. ​ We are particularly susceptible to adverse weather conditions (such as windstorms, tornadoes, floods, drought, hail, wildfires and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests and other adverse growing conditions in California, Illinois, Colorado and Arkansas, which generate a significant portion of our revenues. ​ While many of our leases are on a fixed-rent basis that does not change based on the success of the farming operations, we also utilize variable-rent leases pursuant to which the amount of the rent depends on crop yields and prices in regions where such arrangements are prevalent.
It is difficult to predict the occurrence or severity of such product recalls, fines or litigation as well as their impact upon our tenants. ​ We are particularly susceptible to adverse weather conditions (such as windstorms, tornadoes, floods, drought, hail, wildfires and temperature extremes), transportation conditions (including navigation of the Mississippi River), crop disease, pests, water availability and other adverse growing conditions in California, Illinois, Colorado and Arkansas, which generate a significant portion of our revenues. ​ While many of our leases are on a fixed-rent basis that does not change based on the success of the farming operations, we also utilize variable-rent leases pursuant to which the amount of the rent depends on crop yields and prices in regions where such arrangements are prevalent.
Many of these factors are outside our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenues, earnings and cash flows, and diversion of management’s time and energy, which could have a material adverse effect on the business of the OZ Fund, MWA and/or us.
Many of these factors are outside our control, and any one of them could result in increased costs and liabilities, decreases in the amount of expected revenues, earnings and cash flows, and diversion of management’s time and energy, which could have a material adverse effect on the business of the OZ Fund and/or us.
Cybersecurity Disclosure.” ​ Potential liability for environmental matters could materially and adversely affect our results of operations and financial condition. ​ We are subject to the risk of liabilities under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff.
Cybersecurity.” ​ Potential liability for environmental matters could materially and adversely affect our results of operations and financial condition. ​ We are subject to the risk of liabilities under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff.
Additional states may, in the future, pass similar or more restrictive laws, and we may not be legally permitted, or it may 22 Table of Contents become overly burdensome or expensive, to acquire properties in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise have attractive investment opportunities. ​ Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, natural disasters and other natural conditions, including the effects of climate change and water availability, which may adversely affect the amount of variable rent or income from direct operations and/or our tenants' ability to pay fixed or variable rent and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders. ​ Crops are vulnerable to adverse weather conditions, including windstorms, tornadoes, floods, drought, wildfires and temperature extremes, which are common but difficult to predict, and may occur with higher frequency or be even less predictable in the future due to the effects of climate change.
Additional states may, in the future, pass similar or more restrictive laws, and we may not be legally permitted, or it may become overly burdensome or expensive, to acquire properties in these states, which could impede the growth of our portfolio and our ability to diversify geographically in states that might otherwise have attractive investment opportunities. ​ Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, natural disasters and other natural conditions, including the effects of climate change and water availability, which may adversely affect the amount of variable rent or income from direct operations and/or our tenants' ability to pay fixed or variable rent and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders. ​ Crops are vulnerable to adverse weather conditions, including windstorms, tornadoes, floods, drought, wildfires and temperature extremes, which are common but difficult to predict, and may occur with higher frequency or be even less predictable in the future due to the effects of climate change.
Luca Fabbri, our President, Chief Executive Officer and a member of our Board of Directors, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. ​ Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers. ​ We have entered into joint investments (including our ownership interest in the OZ Fund) and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for developing properties and managing the affairs of a property, partnership, joint venture or other entity.
Luca Fabbri, our President, Chief Executive Officer and a member of our Board of Directors, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. ​ 23 Table of Contents Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers. ​ We have entered into joint investments (including our ownership interest in the OZ Fund) and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring noncontrolling interests in or sharing responsibility for developing properties and managing the affairs of a property, partnership, joint venture or other entity.
No reported decision of a Delaware appellate court has interpreted provisions similar to the provisions of the partnership agreement that modify and reduce our fiduciary duties or obligations as the sole member of the general partner or reduce or eliminate our liability for money damages to our Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership 30 Table of Contents agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement. ​ Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Our charter contains certain ownership limits with respect to our stock.
No reported decision of a Delaware appellate court has interpreted provisions similar to the provisions of the partnership agreement that modify and reduce our fiduciary duties or obligations as the sole member of the general partner or reduce or eliminate our liability for money damages to our Operating Partnership and its partners, and we have not obtained an opinion of counsel as to the enforceability of the provisions set forth in the partnership agreement that purport to modify or reduce the fiduciary duties that would be in effect were it not for the partnership agreement. ​ Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests. ​ Our charter contains certain ownership limits with respect to our stock.
Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow. ​ Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders' best interests. ​ Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner that he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
Changes to our policies with regards to the foregoing could materially adversely affect our financial condition, results of operations and cash flow. ​ Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders' best interests. ​ Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner that he or she reasonably believes to be in our best interests and with the care that an ordinarily 31 Table of Contents prudent person in a like position would use under similar circumstances.
As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our results of operations and ability to make distributions to our stockholders. ​ We do not continuously monitor and evaluate tenant credit quality, and our financial performance may be subject to risks associated with our tenants' financial condition and liquidity position. ​ Certain of our leases do not require the full payment of rent in cash in advance of the planting season, which subjects us to credit risk exposure to our farm-operator tenants and the risks associated with farming operations, such as weather, 20 Table of Contents commodity price fluctuations and other factors.
As a result, we may have difficulties executing our business strategy in these new markets, which could have a negative impact on our results of operations and ability to make distributions to our stockholders. ​ We do not continuously monitor and evaluate tenant credit quality, and our financial performance may be subject to risks associated with our tenants' financial condition and liquidity position. ​ Certain of our leases do not require the full payment of rent in cash in advance of the planting season, which subjects us to credit risk exposure to our farm-operator tenants and the risks associated with farming operations, such as weather, commodity price fluctuations and other factors.
Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.
Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely impact our earnings and cash flows, thereby having an adverse effect on our financial condition, results of operations, cash flows and our ability to pay distributions on, and the trading price of, our common stock.
Additionally, we could become subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations and financial condition. ​ We may be required to permit the owners of certain third-party access rights on our properties to enter and occupy parts of the properties, including owners of mineral rights and power generation and transportation infrastructure, which could materially and adversely impact the rental value of our properties. ​ Although we own the surface rights to our farms and expect to own the surface rights to properties that we acquire in the future, other persons or entities may own third-party access rights on our properties based upon their ownership of certain minerals, power generation and transportation infrastructure or similar property rights.
Additionally, we could become 27 Table of Contents subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations and financial condition. ​ We may be required to permit the owners of certain third-party access rights on our properties to enter and occupy parts of the properties, including owners of mineral rights and power generation and transportation infrastructure, which could materially and adversely impact the rental value of our properties. ​ Although we own the surface rights to our farms and expect to own the surface rights to properties that we acquire in the future, other persons or entities may own third-party access rights on our properties based upon their ownership of certain minerals, power generation and transportation infrastructure or similar property rights.
Although rental payments under the majority of our leases typically are not based on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations and our ability to make distributions to our stockholders. ​ 23 Table of Contents Adverse changes in government policies related to farming could affect the prices of crops and the profitability of farming operations, which could materially and adversely affect the value of our properties and our results of operations. ​ There are a number of government programs that directly or indirectly affect the profitability of farm operators.
Although rental payments under the majority of our leases typically are not based on the quality or profitability of our tenants' harvests, any of these factors could adversely affect our tenants' ability to meet their obligations to us and our ability to lease or re-lease properties on favorable terms, or at all, which could have a material adverse effect on the value of our properties, our results of operations and our ability to make distributions to our stockholders. ​ Adverse changes in government policies related to farming could affect the prices of crops and the profitability of farming operations, which could materially and adversely affect the value of our properties and our results of operations. ​ There are a number of government programs that directly or indirectly affect the profitability of farm operators.
Even if we successfully foreclose on the collateral securing our mortgage loans, foreclosure-related costs, high loan-to-value ratios or declines in property values could prevent us from realizing the full amount of our mortgage loans, and we could be required to record a valuation allowance for such losses. ​ 26 Table of Contents Liability for uninsured or underinsured losses could materially and adversely affect our financial condition and cash flow. ​ Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods, wildfires and tornadoes.
Even if we successfully foreclose on the collateral securing our mortgage loans, foreclosure-related costs, high loan-to-value ratios or declines in property values could prevent us from realizing the full amount of our mortgage loans, and we could be required to record a valuation allowance for such losses. ​ Liability for uninsured or underinsured losses could materially and adversely affect our financial condition and cash flow. ​ Our properties may be damaged by adverse weather conditions and natural disasters, such as earthquakes, floods, wildfires and tornadoes.
To the extent that any such adverse effects exceed any benefits we may realize from pursuing this litigation, our business, prospects, financial condition and results of operations may suffer materially. ​ A cybersecurity incident and other technology disruptions could result in a violation of law or negatively impact our reputation and relationships with our tenants, any of which could have a material adverse effect on our results of operations and our financial condition. ​ Information and security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.
To the extent 26 Table of Contents that any such adverse effects exceed any benefits we may realize from pursuing this litigation, our business, prospects, financial condition and results of operations may suffer materially. ​ A cybersecurity incident and other technology disruptions could result in a violation of law or negatively impact our reputation and relationships with our tenants, any of which could have a material adverse effect on our results of operations and our financial condition. ​ Information and security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyber-attacks.
This type of litigation could result in substantial costs and divert our management's attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the per share trading price of our common stock. ​ Our common stock is subject to trading risks created by the spread of false information and manipulative trading. ​ Our common stock is widely traded and held by a diverse group of investors, including retail investors, and these investors are subject to the influence of information provided by third party investor websites and independent authors distributing information on the internet.
This type of litigation could result in substantial costs and divert our management's 36 Table of Contents attention and resources, which could have a material adverse effect on us, including our financial condition, results of operations, cash flow and the per share trading price of our common stock. ​ Our common stock is subject to trading risks created by the spread of false information and manipulative trading. ​ Our common stock is widely traded and held by a diverse group of investors, including retail investors, and these investors are subject to the influence of information provided by third party investor websites and independent authors distributing information on the internet.
If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow. ​ We have previously been subject to, and may in the future be subject to, litigation or threatened litigation, which may require us to pay damages and expenses or restrict the operation of our business. ​ We have previously been subject to, and may be subject in the future, to litigation or threatened litigation, including claims relating to the actions of our tenants, claims brought by stockholders, and otherwise in the ordinary course of business.
If any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss, which could have an adverse effect on our cash flow. ​ 25 Table of Contents We have previously been subject to, and may in the future be subject to, litigation or threatened litigation, which may require us to pay damages and expenses or restrict the operation of our business. ​ We have previously been subject to, and may be subject in the future, to litigation or threatened litigation, including claims relating to the actions of our tenants, claims brought by stockholders, and otherwise in the ordinary course of business.
Some of these laws could subject us to: ​ ● responsibility and liability for the cost of removal or remediation of hazardous substances released on our properties, generally without regard to our knowledge of or responsibility for the presence of the contaminants; ● liability for the costs of investigation, removal or remediation of hazardous substances or chemical releases at disposal facilities for persons who arrange for the disposal or treatment of these substances; and ● potential liability for claims by third parties for damages resulting from environmental contaminants. 28 Table of Contents ​ Environmental site assessments were not conducted on all the farms in our portfolio and we do not expect to conduct environment site assessments on all farms we acquire in the future.
Some of these laws could subject us to: ​ ● responsibility and liability for the cost of removal or remediation of hazardous substances released on our properties, generally without regard to our knowledge of or responsibility for the presence of the contaminants; ● liability for the costs of investigation, removal or remediation of hazardous substances or chemical releases at disposal facilities for persons who arrange for the disposal or treatment of these substances; and ● potential liability for claims by third parties for damages resulting from environmental contaminants. ​ Environmental site assessments were not conducted on all the farms in our portfolio and we do not expect to conduct environment site assessments on all farms we acquire in the future.
As a result, any development or situation that adversely affects the value of properties generally, or the prices of corn, soybeans, wheat, rice or cotton, could have a more significant adverse impact on us than if our portfolio had less 19 Table of Contents exposure to primary crops, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders. ​ Investments in farmland used for permanent/specialty crops have a higher risk profile than farmland used for annual row crops.
As a result, any development or situation that adversely affects the value of properties generally, or the prices of corn, soybeans, wheat, rice or cotton, could have a more significant adverse impact on us than if our portfolio had less exposure to primary crops, which could materially and adversely impact our financial condition, results of operations and ability to make distributions to our stockholders. ​ Investments in farmland used for permanent/specialty crops have a higher risk profile than farmland used for annual row crops.
This would substantially reduce the cash available to pay distributions to our stockholders. ​ 35 Table of Contents Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier or later than we wish. ​ To maintain our qualification as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock.
This would substantially reduce the cash available to pay distributions to our stockholders. ​ Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier or later than we wish. ​ To maintain our qualification as a REIT for U.S. federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of shares of our stock.
In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. ​ As a result, any downturn in the profitability of the farming operations of our tenants or a downturn in the farming industry as a whole could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders. ​ We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, restrict our operations and our ability to grow our business and revenues and restrict our ability to pay distributions to our stockholders. ​ As of December 31, 2024, we had approximately $204.6 million of outstanding indebtedness excluding debt issuance costs, most of which is secured by mortgages on our farms.
In addition, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment. ​ As a result, any downturn in the profitability of the farming operations of our tenants or a downturn in the farming industry as a whole could have a material adverse effect on our financial condition, results of operations, cash flow and ability to make distributions to our stockholders. ​ We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, restrict our operations and our ability to grow our business and revenues and restrict our ability to pay distributions to our stockholders. ​ As of December 31, 2025, we had approximately $161.6 million of outstanding indebtedness excluding debt issuance costs, most of which is secured by mortgages on our farms.
In particular, weakness in or even the lack of an established market for a property, changes in the financial condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located, in each case may limit our ability to dispose of a property. ​ In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.
In particular, weakness in or even the lack of an established market for a property, changes in the financial 21 Table of Contents condition or prospects of prospective purchasers, changes in national or international economic conditions and changes in laws, regulations or fiscal policies of jurisdictions in which the property is located, in each case may limit our ability to dispose of a property. ​ In addition, the Code imposes restrictions on a REIT’s ability to dispose of properties that are not applicable to other types of real estate companies.
However, our Board of Directors may by resolution elect to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future. ​ Additionally, certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently employ.
However, our Board of Directors may by resolution elect 30 Table of Contents to opt in to the business combination provisions of the MGCL and we may, by amendment to our bylaws, opt in to the control share provisions of the MGCL in the future. ​ Additionally, certain provisions of the MGCL permit our Board of Directors, without stockholder approval and regardless of what is currently provided in our charter or our bylaws, to implement takeover defenses, some of which (for example, a classified board) we do not currently employ.
Our common stockholders do not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership. ​ 33 Table of Contents Certain aspects of our Series A preferred units may limit our ability to make distributions to our common stockholders. ​ The distribution rate on our Series A preferred units is fixed, and no distributions can be paid to our common stockholders unless we have paid all cumulative dividends on our Series A preferred units.
Our common stockholders do not have any voting rights with respect to any such issuances or other partnership level activities of our Operating Partnership. ​ Certain aspects of our Series A preferred units may limit our ability to make distributions to our common stockholders. ​ The distribution rate on our Series A preferred units is fixed, and no distributions can be paid to our common stockholders unless we have paid all cumulative dividends on our Series A preferred units.
The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could lead to a decline in the per-share trading price of our common stock.
The existence of any material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our 24 Table of Contents financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, all of which could lead to a decline in the per-share trading price of our common stock.
Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged 32 Table of Contents which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations.
Our Board of Directors may alter or eliminate our current policy on borrowing at any time without stockholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service. Higher leverage also increases the risk of default on our obligations.
Adverse weather conditions, seasonal variability, crop disease, pests and contaminants, natural disasters and other natural conditions, including the effects of climate change, could adversely affect the value of production on properties. This could impact our variable rent proceeds and our tenants' ability to continue to meet their obligations to us.
Adverse weather conditions, seasonal variability, crop disease, pests and contaminants, natural disasters and other natural conditions, including the effects of climate change, could adversely affect 22 Table of Contents the value of production on properties. This could impact our variable rent proceeds and our tenants' ability to continue to meet their obligations to us.
Risks Related to Our Organizational Structure ​ Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders. ​ Although holders of our Common units do not have voting rights or the power to direct the Company’s affairs, there could be potential conflicts, conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any partner thereof. ​ Our directors and officers have duties to our company under Maryland law in connection with their management of our Company.
Risks Related to Our Organizational Structure ​ Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders. ​ Although holders of our Common units do not have voting rights or the power to direct the Company’s affairs, potential conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any partner thereof. ​ 28 Table of Contents Our directors and officers have duties to our company under Maryland law in connection with their management of our Company.
The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A 34 Table of Contents principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale for the production of rental income.
The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale for the production of rental income.
We have registered the issuance of 1.2 million of the shares issuable upon redemption of Common units, and we intend to register the issuance of additional shares that may be issued upon redemption of Common units so that such shares will be freely tradable under the securities laws. ​ We cannot predict whether future issuances or sales of shares of our common stock or the availability of shares for resale in the open market will decrease the per share trading price per share of our common stock.
We have registered the issuance of 0.7 million of the shares issuable upon redemption of Common units, and we intend to register the issuance of additional shares that may be issued upon redemption of Common units so that such shares will be freely tradable under the securities laws. ​ We cannot predict whether future issuances or sales of shares of our common stock or the availability of shares for resale in the open market will decrease the per share trading price per share of our common stock.
On October 13, 2023, Sabrepoint filed a Petition for Review with the Texas Supreme Court, requesting the court to review the Court of Appeals’ decision. The Company filed a 27 Table of Contents response to the Sabrepoint Petition for Review with the Texas Supreme Court on December 27, 2023.
On October 13, 2023, Sabrepoint filed a Petition for Review with the Texas Supreme Court, requesting the court to review the Court of Appeals’ decision. The Company filed a response to the Sabrepoint Petition for Review with the Texas Supreme Court on December 27, 2023.
Any debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and 21 Table of Contents any additional equity we raise (including the issuance of common or preferred units) could be dilutive to existing stockholders.
Any debt we incur will increase our leverage, expose us to the risk of default and may impose operating restrictions on us, and any additional equity we raise (including the issuance of common or preferred units) could be dilutive to existing stockholders.
Among other things, the value of our securities in TRSs may not exceed 20% of the value of our assets and dividends from our TRSs, when aggregated with all other non-real estate income with respect to any one year, generally may not exceed 25% of our gross income with respect to such year.
Among other things, the value of our securities in TRSs may not exceed 20% of the value of our assets and dividends from our TRSs, when aggregated with all other non-real estate income with respect to any one year, generally may not exceed 33 Table of Contents 25% of our gross income with respect to such year.
These requirements make it more difficult to change our senior management by removing and replacing directors and may prevent a change in control of our Company that is in the best interests of our stockholders. ​ Our Operating Partnership may issue additional Common units or one or more classes of preferred units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. ​ As of December 31, 2024, we owned approximately 97.5% of the outstanding Common units in our Operating Partnership (on a fully diluted basis).
These requirements make it more difficult to change our senior management by removing and replacing directors and may prevent a change in control of our Company that is in the best interests of our stockholders. ​ Our Operating Partnership may issue additional Common units or one or more classes of preferred units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders. ​ As of December 31, 2025, we owned approximately 98.1% of the outstanding Common units in our Operating Partnership (on a fully diluted basis).
Attribution rules in the Code determine if any individual or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year.
Attribution rules in the Code determine if any individual 34 Table of Contents or entity beneficially or constructively owns our capital stock under this requirement. Additionally, at least 100 persons must beneficially own our capital stock during at least 335 days of a taxable year.
To maintain qualification as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income and the amount of our distributions.
To maintain qualification as a REIT, we must meet various requirements set forth in the Code concerning, among other things, the ownership of our outstanding stock, the nature of our assets, the sources of our income 32 Table of Contents and the amount of our distributions.
While we have sought to engage regulators to address activities that we believe are intentionally misleading, we can make no guarantees that regulatory authorities will take action on these types of activities, and we cannot guarantee that any action taken by regulators or legislators will timely address damage done by the activities of these websites and authors. ​ The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock. ​ As of December 31, 2024, approximately 45.9 million shares of our common stock were outstanding.
While we have sought to engage regulators to address activities that we believe are intentionally misleading, we can make no guarantees that regulatory authorities will take action on these types of activities, and we cannot guarantee that any action taken by regulators or legislators will timely address damage done by the activities of these websites and authors. ​ The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock. ​ As of December 31, 2025, approximately 43.1 million shares of our common stock were outstanding.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt. ​ As of December 31, 2024, we had approximately $204.6 million of outstanding mortgage indebtedness excluding debt issuance costs.
Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt. ​ As of December 31, 2025, we had approximately $161.6 million of outstanding mortgage indebtedness excluding debt issuance costs.
These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for such properties. Our competitors may adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible transaction terms.
These competitors may prevent us from acquiring desirable properties or may cause an increase in the price we must pay for such properties. Our competitors may adopt transaction structures similar to ours, which would decrease our competitive advantage in offering flexible 19 Table of Contents transaction terms.
Our Board of Directors, in its sole and absolute discretion, may exempt a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied.
Our Board of Directors, in its sole and absolute discretion, may exempt 29 Table of Contents a person, prospectively or retroactively, from this ownership limit if certain conditions are satisfied.
We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs, including whether various favorable U.S. federal tax laws 36 Table of Contents will be extended.
We cannot predict whether, when or to what extent any new U.S. federal tax laws, regulations, interpretations or rulings will impact the real estate investment industry or REITs, including whether various favorable U.S. federal tax laws will be extended.
The per share trading price of our common stock may decline significantly when we register the shares of our common stock issuable upon redemption of outstanding Common units. 38 Table of Contents ​ Future offerings of debt, which would be senior to our common stock and any outstanding preferred equity securities upon liquidation, which may be senior to our common stock for purposes of dividend distributions or upon liquidation, and Common units in connection with future acquisitions may materially adversely affect us, including the per share trading price of our common stock. ​ In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our Operating Partnership to issue debt securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock.
The per share trading price of our common stock may decline significantly when we register the shares of our common stock issuable upon redemption of outstanding Common units. ​ Future offerings of debt, which may rank senior to our common stock for purposes of dividend distributions or upon liquidation, or the issuance of Common units in connection with future acquisitions, may materially adversely affect us, including the trading price of our common stock. ​ In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing our Operating Partnership to issue debt securities), including medium-term notes, senior or subordinated notes and classes or series of preferred stock.
In the future, we may be forced to enter into similar alternative arrangements or pursue litigation in order to collect payments from tenants who are unable make their lease payments as they come due.
In the future, we may be forced to enter into similar alternative arrangements or pursue litigation in order to collect payments from tenants who are unable make 20 Table of Contents their lease payments as they come due.
To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for distribution from what they otherwise would have been.
To the extent we borrow to fund distributions, our future interest costs would increase, thereby reducing our earnings and cash available for 35 Table of Contents distribution from what they otherwise would have been.
In addition, as of December 31, 2024, other than the Common units held by us, approximately 1.2 million Common units in our Operating Partnership were outstanding, 1.2 million of which currently may be tendered for redemption by the holders, for cash, or at our option, for shares of our common stock, on a one-for-one basis.
In addition, as of December 31, 2025, other than the Common units held by us, approximately 0.7 million Common units in our Operating Partnership were outstanding, 0.7 million of which currently may be tendered for redemption by the holders, for cash, or at our option, for shares of our common stock, on a one-for-one basis.
As of December 31, 2024, we owned 320 acres of farmland in Kansas and 815 acres in Missouri and our ownership of those farms may be challenged under Kansas or Missouri law, in which case we may be required to sell those farms at an unfavorable time and on unfavorable terms.
As of December 31, 2025, we owned 815 acres of farmland in Missouri and our ownership of those farms may be challenged under Missouri law, in which case we may be required to sell those farms at an unfavorable time and on unfavorable terms.
In addition, the issuance of Common units in connection with future acquisitions and the redemption of such Common units for common stock may be dilutive to our stockholders and could have an adverse effect on the per share trading price of our common stock. ​
In addition, the issuance of Common units in connection with future acquisitions and the redemption of such Common units for common stock may be dilutive to our stockholders and could have an adverse effect on the trading price of our common stock. 37 Table of Contents ​
In addition, at the time we no longer qualify as a smaller reporting company, we will be required to include an auditor attestation report pursuant to Section 404 of the Sarbanes Oxley Act, which will cause us to incur additional expenses, which may be significant. ​ Under the FPI Loan Program, we provide loans to third-party farmers and landowners, which exposes us to risks associated with being a lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition. ​ Under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) and landowners to provide financing for borrowers’ working capital requirements and operational farming activities, farming infrastructure projects, and for other farming, agricultural and other real estate related purposes.
In addition, at the time we no longer qualify as a smaller reporting company, we will be required to include an auditor attestation report pursuant to Section 404 of the Sarbanes Oxley Act, which will cause us to incur additional expenses, which may be significant. ​ Under the FPI Loan Program, we provide loans to landowners with whom we have established relationships and third-party farmers, which exposes us to risks associated with being a lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition. ​ Under the FPI Loan Program, we make loans to landowners with whom we have established relationships and third-party farmers (both tenant and non-tenant) to provide financing for business operations, property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and non-farming business needs.
While our Annual Report on Form 10-K for the year ended December 31, 2019 contained an independent auditor’s 25 Table of Contents attestation report pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), we are not required to include such an audit report in this Annual Report.
While our Annual Report on Form 10-K for the year ended December 31, 2019 contained an independent auditor’s attestation report pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), we are not required to include such an audit report in this Annual Report. We have identified material weaknesses in the past.
Presidential administration and the Federal Reserve to impose tariffs and/or curb inflation or the impact of future public health crises; ● novel and unforeseen market volatility and trading strategies, such as short squeeze-rallies caused by retail investors on retail trading platforms; ● the market’s view of the quality of our assets; ● the market’s perception of our growth potential; ● our debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT. ​ Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition. ​ The real estate investments made, and to be made, by us may be difficult to sell quickly.
Presidential administration and the Federal Reserve to impose tariffs and/or curb inflation or the impact of future public health crises; ● novel and unforeseen market volatility and trading strategies, such as short squeeze-rallies caused by retail investors on retail trading platforms; ● the market’s view of the quality of our assets; ● the market’s perception of our growth potential; ● our debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to qualify and maintain our qualification as a REIT. ​ Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition. ​ Our ability to promptly sell one or more properties in our portfolio in response to liquidity needs, changing economic, financial and investment conditions may be limited or we may have to sell properties at a loss due to market dynamics.
These include marketing, export, renewable fuel and insurance policies and programs.
These include marketing, export, renewable fuel, insurance policies, and labor and immigration policies and programs.
As of December 31, 2024, we have made loans to 14 distinct entities. In certain cases, the entities consist of a single borrower and in other cases the entities are comprised of distinct individuals or business entities that are managed by a single individual or family. The original principal amounts have totaled $67.3 million over the life of the program.
As of December 31, 2025, we have made loans to 15 distinct entities. In certain cases, the entities consist of a single borrower and in other cases the entities are comprised of distinct individuals or business entities that are managed by a single individual or family. The original principal amounts have totaled $81.8 million over the life of the program.
For example, Canada and the European Union have recently announced their intention to implement retaliatory tariffs on the United States. Tariffs and trade restrictions impact the volatility of the market prices of certain crops that our tenants grow on our properties.
For example, in 2025, Canada and the European Union announced their intention to implement retaliatory tariffs on the United States. 18 Table of Contents Tariffs and trade restrictions impact the volatility of the market prices of certain crops that our tenants grow on our properties.
Pittman and Luca Fabbri, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. ​ Our future success depends to a significant extent on the continued service and coordination of our senior management team.
Pittman and Luca Fabbri, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. ​ Our future success depends to a significant extent on the continued service and coordination of our senior management team. The market for skilled and experienced management personnel is highly competitive.
However, interest rates remain high and there can be no certainty as to the occurrence, timing, or magnitude of future rate cuts by the Federal Reserve.
As described above, interest rates remain high relative to the recent past and there can be no certainty as to the occurrence, timing, or magnitude of future rate cuts by the Federal Reserve.
As of December 31, 2024, $78.9 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt). There is no debt subject to interest rate resets in 2025 (for more information on rate resets see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”).
As of December 31, 2025, $67.8 million of our outstanding indebtedness was subject to interest rates that reset from time to time (excluding our floating rate debt), of which $26.2 million was subject to interest rates that will be reset in 2026. (for more information on rate resets see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”).
There can be no assurances as to the impact of any change in trade policy, including the effects of tariffs, on market prices of crops. ​ Similarly, our and our tenants’ operations are subject to risks stemming from geopolitical conflicts, such as the ongoing war in Ukraine and the ongoing conflicts in the Middle East.
There can be no assurances as to the impact of any change in trade policy, including the effects of tariffs, on market prices of crops. ​ Similarly, our and our tenants’ operations are subject to risks stemming from geopolitical tensions, such as the ongoing war in Ukraine. Our tenants have experienced challenges in their supply chains and related price increases.
Although the Federal Reserve lowered interest rates in September, November and December 2024 and has signaled the possibility of further rate cuts, interest rates remain high and there can be no certainty as to the occurrence, timing, or magnitude of future rate cuts by the Federal Reserve.
In September, November and December 2024 and in September, October and December 2025, the Federal Reserve lowered benchmark interest rates, but interest rates remain high relative to the recent past and there can be no certainty as to the occurrence, timing, or magnitude of future rate cuts by the Federal Reserve.
As of December 31, 2024, the remaining loan balances total $32.7 million (representing 4% of our total assets as of December 31, 2024), of which $32.2 million were secured by senior first-lien mortgages and $0.5 million was secured by a second mortgage. We intend to make similar loans under the FPI Loan Program in the future.
As of December 31, 2025, the remaining loan balances total $44.6 million (representing 6% of our total assets as of December 31, 2025), of which $44.6 million were secured by senior first-lien mortgages. We intend to make similar loans under the FPI Loan Program in the future.
As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification agreements or that might exist for other public companies. ​ Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management. ​ Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our senior management and may prevent a change in control of our Company that is in the best interests of our stockholders.
As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist absent the current provisions in our charter, bylaws and indemnification agreements or that might exist for other public companies. ​ Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management. ​ Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors.
While U.S. farmers have seen increased profitability as a result of higher prices that stemmed from such conflicts, we can provide no assurances that this increased profitability is sustainable in light of inflationary pressures on farming costs, elevated interest rates and other economic factors or that such increase will result in commensurate increases in rental rates. ​ A reduction in crop prices could adversely affect the profitability of our tenants and negatively impact their ability to make rental payments as they come due.
While U.S. farmers have seen increased profitability as a result of higher prices that stemmed from such conflicts, we can provide no assurances that this increased profitability is sustainable in light of inflationary pressures on farming costs, elevated interest rates and other economic factors or that such increase will result in commensurate increases in rental rates. ​ If we are required to remove a tenant, we may not be able to re-lease the property at current rental rates or at all.
Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent 24 Table of Contents our officers and directors from focusing their time and effort on our business.
Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk.
Continued deterioration in the domestic or international economic environment may cause decreased demand for our tenants’ crops, which could result in lower sales volume and lower prices for their crops, as well as increase the cost of operating their businesses and a corresponding adverse effect on their ability to make rental payments to us, which would adversely impact our financial condition and results of operations. ​ The impacts of changes in trade policy (such as the imposition of tariffs), trade disputes and geopolitical conflicts (such as the ongoing war in Ukraine and the conflicts in the Middle East) could adversely affect the profitability of our tenants’ farming operations, which could have a material adverse effect on our results of operations, financial condition, ability to make distributions to our stockholders and the value of our properties . ​ The potential for trade disputes between the United States and its primary agricultural trade partners has increased in recent years.
Continued deterioration in the domestic or international economic environment may cause decreased demand for our tenants’ crops, which could result in lower sales volume and lower prices for their crops, as well as increase the cost of operating their businesses and a corresponding adverse effect on their ability to make rental payments to us, which would adversely impact our financial condition and results of operations.
Sabrepoint filed a reply in support of its petition on January 25, 2024, and on February 16, 2024, the court requested a briefing on the merits. On January 16, 2025, the Texas Supreme Court held oral arguments, and Sabrepoint's appeal is now fully briefed and pending a decision by the court.
Sabrepoint filed a reply in support of its petition on January 25, 2024, and on February 16, 2024, the court requested a briefing on the merits.
Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.
In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.
However, interest rates remain high and there can be no certainty as to the occurrence, timing, or magnitude of future rate cuts by the Federal Reserve. If market interest rates continue to stay elevated or increase, prospective investors may desire a higher distribution yield on our common stock or may seek securities paying higher dividends or interest.
If market interest rates continue to stay elevated or increase, prospective investors may desire a higher distribution yield on our common stock or may seek securities paying higher dividends or interest.
The Federal Reserve maintained elevated benchmark interest rates during 2022 and 2023 to help curb inflation. In September, November and December 2024, the Federal Reserve lowered benchmark interest rates, and has signaled the possibility of future rate cuts.
The Federal Reserve maintained elevated benchmark interest rates during 2022 and 2023 to help curb inflation.
Our joint ventures may be subject to debt and, during periods of volatile credit markets, the refinancing of such debt may require equity capital calls. ​ We may fail to realize some or all of the anticipated benefits of our ownership interest in the OZ Fund, our long-term management agreement with the OZ Fund, the acquisition of MWA and the launch of a joint asset management platform with MWA, or those benefits may take longer to realize than expected.
Our joint ventures may be subject to debt and, during periods of volatile credit markets, the refinancing of such debt may require equity capital calls. ​ We may fail to realize some or all of the anticipated benefits of our ownership interest in the OZ Fund. ​ Our ownership interest in the OZ Fund could expose us to unknown or contingent liabilities that were not discovered during the course of due diligence.
We may be unsuccessful in managing farmland properties on behalf of third-parties or leasing out agricultural equipment dealerships, which could have a material adverse effect on our results of operations and we may be liable and/or our status as a REIT may be jeopardized if the third-party farmland management or agricultural equipment dealership facilities cause us to fail to comply with various tax or other regulatory matters. ​ If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in our Company and, as a result, the value of our common stock. ​ Our management is responsible for establishing and maintaining adequate internal controls over financial reporting.
These factors could negatively impact the returns we anticipate receiving from our ownership interest in the OZ Fund which could negatively impact the price of our common stock, or have a material adverse effect on our business, financial condition and results of operations. ​ If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in our Company and, as a result, the value of our common stock. ​ Our management is responsible for establishing and maintaining adequate internal controls over financial reporting.
We can provide no assurances that any of our key personnel will continue their employment with us. In particular, the loss of the services of Mr. Paul A. Pittman, our Executive Chairman of our Board of Directors, or Mr.
In particular, the loss of the services of Mr. Paul A. Pittman, our Executive Chairman of our Board of Directors, or Mr.
The nature and extent of future impacts are highly uncertain and unpredictable . ​ We are subject to risks associated with public health crises, such as pandemics and epidemics. Our rental revenue and operating results depend significantly on the ability of our tenants to meet their rent and other obligations to us.
Our rental revenue and operating results depend significantly on the ability of our tenants to meet their rent and other obligations to us.
Our charter provides that a director may only be removed for cause upon the affirmative vote of holders of two-thirds of all the votes entitled to be cast generally in the election of directors. Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum.
Vacancies may be filled only by a majority of the remaining directors in office, even if less than a quorum.
In some cases, we may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. ​ The scope and duration of any future public health crisis, including the potential emergence of new variants of the COVID-19 virus, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets and utilization rates for our products fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence. ​ 29 Table of Contents To the extent public health crises adversely affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.
In some cases, we may have to restructure tenants’ long-term rent obligations and may not be able to do so on terms that are as favorable to us as those currently in place. ​ To the extent public health crises adversely affect our operations and global economic conditions more generally, it may also have the effect of heightening many of the other risks described herein.
Removed
If increases in interest rates are not accompanied by higher levels of farm income, this could lead to a reduction in our tenants’ profitability, which could have a material adverse effect on our business or results of operations, financial condition, and ability to make distributions to our stockholders. ​ We have issued Series A preferred units that may be converted to Common units on or after February 10, 2026, which Common units would be immediately redeemable, for cash or shares of common stock at the Company’s option.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. ​ 40 Table of Contents
Biggest changeThe Company is not aware that it has experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to affect the Company, including its business strategy, results of operations, or financial condition. ​
Risk Management and Strategy Consistent with overall risk management policies and practices, the Company’s cybersecurity program focuses on the following areas: ● Vigilance: The Company employs tools to identify, prevent and mitigate cybersecurity threats and respond to cybersecurity incidents in accordance with our internal cybersecurity policies and controls. ● Systems Safeguards: The Company and its third party vendors deploy systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved on an ongoing basis. 39 Table of Contents ● Third-Party Risk Management : The Company ensures that all third party vendors that process or have access to sensitive information have appropriate cybersecurity risk controls in place. ● Training: The Company communicates regularly with employees to increase awareness around phishing and spoofing attempts and other cybersecurity schemes.
Risk Management and Strategy Consistent with overall risk management policies and practices, the Company’s cybersecurity program focuses on the following areas: ● Vigilance: The Company employs tools to identify, prevent and mitigate cybersecurity threats and respond to cybersecurity incidents in accordance with our internal cybersecurity policies and controls. ● Systems Safeguards: The Company and its third party vendors deploy systems safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved on an ongoing basis. ● Third-Party Risk Management : The Company ensures that all third party vendors that process or have access to sensitive information have appropriate cybersecurity risk controls in place. ● Training: The Company communicates regularly with employees to increase awareness around phishing and spoofing attempts and other cybersecurity schemes.
The Company evaluates the materiality of a cybersecurity incident based on the overall impact of the event, which depends on a number of factors including, but not limited to, the financial impact of the incident and the type of information involved.
The Company 38 Table of Contents evaluates the materiality of a cybersecurity incident based on the overall impact of the event, which depends on a number of factors including, but not limited to, the financial impact of the incident and the type of information involved.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of December 31, 2024, we had $55.8 million of availability under the program. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands except per share amounts) Total Number of Common Shares Purchased ⁽ ¹ ⁾ Average Price Paid per Share Total Number of Preferred Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Share Repurchase Program October 1, 2024 - October 31, 2024 ​ — ​ $ — ​ — ​ $ — ​ — ​ $ 83,283 November 1, 2024 - November 30, 2024 ​ 2,096 ​ ​ 12.32 ​ — ​ ​ — ​ 2,096 ​ ​ 57,404 December 1, 2024 - December 31, 2024 ​ 145 ​ ​ 11.32 ​ — ​ ​ — ​ 145 ​ ​ 55,752 Total ​ 2,241 ​ $ — ​ — ​ $ — ​ 2,241 ​ ​ ​ ⁽¹⁾ The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock awards held by our employees. ​ Subsequent to December 31, 2024, we repurchased an additional 63,023 shares of common stock at a weighted average price of $11.74 per share. ​
Biggest changeAs of December 31, 2025, we had $17.9 million of availability under the program. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands except per share amounts) ​ ​ ​ Total Number of Common Shares Purchased ⁽ ¹ ⁾ ​ ​ ​ Average Price Paid per Share ​ ​ ​ Total Number of Preferred Shares Purchased ​ ​ ​ Average Price Paid per Share ​ ​ ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ ​ ​ Approximate Dollar Value of Shares that May Yet be Purchased Under the Share Repurchase Program October 1, 2025 - October 31, 2025 ​ — ​ $ — ​ — ​ $ — ​ — ​ $ 17,929 November 1, 2025 - November 30, 2025 ​ 4 ​ ​ 9.70 ​ — ​ ​ — ​ 4 ​ ​ 17,929 December 1, 2025 - December 31, 2025 ​ — ​ ​ — ​ — ​ ​ — ​ — ​ ​ 17,929 Total ​ 4 ​ $ 9.70 ​ — ​ $ — ​ 4 ​ ​ ​ ⁽¹⁾ The total number of shares purchased includes shares of our common stock transferred to us in order to satisfy tax withholding obligations incurred upon the vesting of restricted stock awards held by our employees. ​ Subsequent to December 31, 2025, we have not repurchased any shares of common or preferred stock. ​
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information ​ Our common stock trades on the NYSE under the symbol “FPI.” ​ 41 Table of Contents Stock Performance Graph ​ The following graph compares the total stockholder return of our common stock (assuming reinvestment of dividends) against the cumulative returns of the Standard & Poor’s Corporation Composite 500 Index and the Dow Jones Equity All REIT Index for the past five years.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ​ Market Information ​ Our common stock trades on the NYSE under the symbol “FPI.” ​ Stock Performance Graph ​ The following graph compares the total stockholder return of our common stock (assuming reinvestment of dividends) against the cumulative returns of the Standard & Poor’s Corporation Composite 500 Index and the Dow Jones Equity All REIT Index for the past five years.
We intend to continue to declare quarterly distributions, but we cannot provide any assurance as to the amount or timing of future distributions. ​ Our ability to make distributions in the future will depend upon our actual results of operations and earnings, economic conditions and other factors that could differ materially from our current expectations, including the impact of ongoing litigation.
We intend to continue to declare quarterly distributions, but we cannot provide any assurance as to the amount or timing of future distributions. ​ Our ability to make distributions in the future will depend upon our actual results of operations and earnings, economic conditions and other factors that could differ materially from our current expectations, including the impact of ongoing 40 Table of Contents litigation.
However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of February 14, 2025, there were approximately 11 holders (other than our Company) of our Common units.
However, because many shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock than record holders. As of February 13, 2026, there were approximately 8 holders (other than our Company) of our Common units.
As a result, the gain (or loss) recognized on a sale of that common stock or upon our liquidation would be increased (or decreased) accordingly. ​ Stockholder Information ​ As of February 14, 2025, there were approximately 44 direct holders of record of our common stock.
As a result, the gain (or loss) recognized on a sale of that common stock or upon our liquidation would be increased (or decreased) accordingly. ​ Stockholder Information ​ As of February 13, 2026, there were approximately 39 direct holders of record of our common stock.
No distributions can be paid on our common stock 42 Table of Contents unless we have paid all cumulative dividends on our Series A preferred units.
No distributions can be paid on our common stock unless we have paid all cumulative dividends on our Series A preferred units.
On November 1, 2023, our Board of Directors approved a $40.0 million increase in the total authorization 43 Table of Contents available under the program, increasing the total availability under the share repurchase program to approximately $85.0 million as of such date.
On November 1, 2023, our Board of Directors approved a $40.0 million increase in the total authorization available under the program, increasing the total availability under the share repurchase program to approximately $85.0 million as of such date. Our repurchase activity for the three months ended December 31, 2025 under the share repurchase program is presented in the following table.
As of February 14, 2025, there were five holders of our Series A preferred units. ​ Issuer Purchases of Equity Securities ​ Share Repurchase Program ​ On March 15, 2017, our Board of Directors approved a program to repurchase up to $25.0 million in shares of our common stock.
As of February 13, 2026, all of our Series A preferred units have been redeemed. ​ 41 Table of Contents Issuer Purchases of Equity Securities ​ Share Repurchase Program ​ On March 15, 2017, our Board of Directors approved a program to repurchase up to $25.0 million in shares of our common stock.
Our common stock began trading on the NYSE on September 8, 2015 and was previously traded on the NYSE MKT following our initial public offering on April 19, 2014. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Farmland Partners Inc. 100.00 132.07 184.50 195.79 203.54 214.95 S&P 500 Index 100.00 118.39 152.34 124.73 157.48 196.85 Dow Jones Equity All REIT Index 100.00 95.21 134.44 100.82 112.21 117.66 ​ Distribution Information ​ Since our initial quarter as a publicly traded REIT, we have made regular quarterly distributions to our stockholders.
Our common stock began trading on the NYSE on September 8, 2015 and was previously traded on the NYSE MKT following our initial public offering on April 19, 2014. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period Ending Index 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Farmland Partners Inc. 100.00 139.70 148.25 154.12 160.13 140.22 S&P 500 Index 100.00 128.68 105.36 133.03 166.28 195.98 Dow Jones Equity All REIT Index 100.00 141.20 105.89 117.86 123.58 126.55 ​ Distribution Information ​ Since our initial quarter as a publicly traded REIT, we have made regular quarterly distributions to our stockholders.
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Our repurchase activity for the three months ended December 31, 2024 under the share repurchase program is presented in the following table.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs of December 31, 2024, we had authority to repurchase up to an aggregate of $55.8 million in additional shares of our common stock. ​ Consolidated Indebtedness ​ For further details relating to our consolidated indebtedness refer to “– Recent Developments – Financing Activity” and Note 7 – Mortgage Notes, Line of Credit and Bonds Payable included in the financial statement section of this Annual Report on Form 10-K. ​ Sources and Uses of Cash and Cash Equivalents ​ The following table summarizes our cash flows for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands) 2024 2023 Net cash and cash equivalents provided by operating activities ​ $ 16,142 ​ $ 12,887 Net cash and cash equivalents provided by investing activities ​ $ 268,754 ​ $ 158,461 Net cash and cash equivalents (used in) financing activities ​ $ (211,944) ​ $ (173,513) ​ Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 ​ As of December 31, 2024, we had $78.4 million of cash and cash equivalents compared to $5.5 million at December 31, 2023. 54 Table of Contents ​ Cash Flows from Operating Activities ​ Net cash and cash equivalents provided by operating activities increased by $3.3 million primarily as a result of the following: ​ ● Receipt of $34.3 million in fixed rent, $10.1 million in variable rent and $5.1 million in tenant reimbursements for the year ended December 31, 2024 as compared to the receipt of $39.8 million in fixed rent, $9.0 million in variable rent, and $2.2 million in tenant reimbursements for the year ended December 31, 2023; ● A change in depreciation, depletion and amortization of $5.6 million for the year ended December 31, 2024 compared to $7.5 million for the year ended December 31, 2023; ● (Gain) loss on disposition of assets, net during the year ended December 31, 2024 of $54.1 million as compared to $36.1 million during the year ended December 31, 2023; ● Income from forfeited deposits during the year ended December 31, 2024 of $1.2 million as compared to $0.0 million during the year ended December 31, 2023; ● Losses on modification and extinguishment of debt during the year ended December 31, 2024 of $0.9 million as compared to $0.0 million during the year ended December 31, 2023; ● A change in accounts receivable of $2.9 million for the year ended December 31, 2024 compared to $0.9 million for the year ended December 31, 2023; ● A change in accrued interest of $(2.0) million for the year ended December 31, 2024 compared to $0.6 million for the year ended December 31, 2023; ● A change in accrued expenses of $(0.6) million for the year ended December 31, 2024 compared to $(1.5) million for the year ended December 31, 2023; and ● A change in deferred revenue of $(0.3) million for the year ended December 31, 2024 compared to $0.6 million for the year ended December 31, 2023. ​ Cash Flows from Investing Activities ​ Net cash and cash equivalents provided by investing activities increased by $110.3 million primarily as a result of the following: ​ ● Property acquisitions during the year ended December 31, 2024 of $17.9 million as compared to $22.2 million during the year ended December 31, 2023 ; ● Property dispositions during the year ended December 31, 2024 of $312.0 million as compared to $195.5 million during the year ended December 31, 2023 ; ● A decrease of $4.3 million in real estate improvements during the year ended December 31, 2024 as compared to the year ended December 31, 2023; ● Collections on notes receivable under the FPI Loan Program of $11.8 million during the year ended December 31, 2024 as compared to $2.7 million during the year ended December 31, 2023; and ● Issuances of notes receivable under the FPI Loan Program and financing receivables of $35.8 million during the year ended December 31, 2024 as compared to $11.8 million during the year ended December 31, 2023. ​ Cash Flows from Financing Activities ​ Net cash and cash equivalents (used in) financing activities increased by $38.4 million primarily as a result of the following: ​ ● Borrowings from mortgage notes payable during the year ended December 31, 2024 of $81.0 million as compared to $79.5 million during the year ended December 31, 2023; ● Repayments on mortgage notes payable during the year ended December 31, 2024 of $239.5 million as compared to $155.9 million during the year ended December 31, 2023; 55 Table of Contents ● Common stock repurchases during the year ended December 31, 2024 of $27.5 million as compared to $72.2 million during the year ended December 31, 2023; ● Redemption of Series A preferred units during the year ended December 31, 2024 of $0.0 million as compared to $8.1 million during the year ended December 31, 2023; and ● Dividends on common stock during the year ended December 31, 2024 of $21.6 million as compared to $12.3 million during the year ended December 31, 2023. ​ Non-GAAP Financial Measures ​ Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) ​ We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or Nareit.
Biggest changeAs of December 31, 2025, we had authority to repurchase up to an aggregate of $17.9 million in additional shares of our common stock. ​ Consolidated Indebtedness ​ For further details relating to our consolidated indebtedness refer to “– Recent Developments – Financing Activity” and Note 7 – Mortgage Notes, Line of Credit and Bonds Payable included in the financial statement section of this Annual Report on Form 10-K. ​ Sources and Uses of Cash and Cash Equivalents ​ The following table summarizes our cash flows for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash and cash equivalents provided by operating activities ​ $ 17,426 ​ $ 16,142 Net cash and cash equivalents provided by investing activities ​ $ 63,397 ​ $ 268,754 Net cash and cash equivalents (used in) financing activities ​ $ (149,971) ​ $ (211,944) ​ Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 ​ As of December 31, 2025, we had $9.3 million of cash and cash equivalents compared to $78.4 million at December 31, 2024. 52 Table of Contents ​ Cash Flows from Operating Activities ​ Net cash and cash equivalents provided by operating activities increased by $1.3 million primarily as a result of the following: ​ ● Receipt of $24.0 million in fixed rent, $11.3 million in variable rent and $2.3 million in tenant reimbursements for the year ended December 31, 2025 as compared to the receipt of $34.3 million in fixed rent, $10.1 million in variable rent, and $5.1 million in tenant reimbursements for the year ended December 31, 2024; ● Depreciation, depletion and amortization of $4.2 million for the year ended December 31, 2025 compared to $5.6 million for the year ended December 31, 2024; ● Amortization of net origination fees related to notes receivable during the year ended December 31, 2025 of $2.5 million as compared to $0.3 million during the year ended December 31, 2024; ● (Gain) loss on disposition of assets, net of $(35.9) million for the year ended December 31, 2025 compared to $(54.1) million for the year ended December 31, 2024; ● Income from forfeited deposits during the year ended December 31, 2025 of $0.0 million as compared to $1.2 million during the year ended December 31, 2024; ● Losses on modification and extinguishment of debt during the year ended December 31, 2025 of $0.1 million as compared to $0.9 million during the year ended December 31, 2024; ● A change in accounts receivable of $(0.1) million for the year ended December 31, 2025 compared to $1.8 million for the year ended December 31, 2024; ● A change in other assets of $0.3 million for the year ended December 31, 2025 compared to $1.2 million for the year ended December 31, 2024; ● A change in inventory of $0.3 million for the year ended December 31, 2025 compared to $(0.3) million for the year ended December 31, 2024; ● A change in accrued interest of $(0.9) million for the year ended December 31, 2025 compared to $(2.0) million for the year ended December 31, 2024; ● A change in accrued expenses of $(1.8) million for the year ended December 31, 2025 compared to $(0.6) million for the year ended December 31, 2024; and ● A change in accrued property taxes of $0.0 million for the year ended December 31, 2025 compared to $(0.7) million for the year ended December 31, 2024. ​ Cash Flows from Investing Activities ​ Net cash and cash equivalents provided by investing activities decreased by $205.4 million primarily as a result of the following: ​ ● Property acquisitions during the year ended December 31, 2025 of $7.3 million as compared to $17.9 million during the year ended December 31, 2024 ; ● Proceeds from disposition of assets during the year ended December 31, 2025 of $95.5 million as compared to $312.0 million during the year ended December 31, 2024 ; ● A decrease of $1.0 million in real estate improvements during the year ended December 31, 2025 as compared to the year ended December 31, 2024; ● Collections on notes receivable under the FPI Loan Program of $6.0 million during the year ended December 31, 2025 as compared to $11.8 million during the year ended December 31, 2024; and ● Issuances of notes receivable under the FPI Loan Program and financing receivables of $30.3 million during the year ended December 31, 2025 as compared to $35.8 million during the year ended December 31, 2024. ​ 53 Table of Contents Cash Flows from Financing Activities ​ Net cash and cash equivalents (used in) financing activities decreased by $62.0 million primarily as a result of the following: ​ ● Borrowings from mortgage notes payable during the year ended December 31, 2025 of $31.5 million as compared to $81.0 million during the year ended December 31, 2024; ● Repayments on mortgage notes payable during the year ended December 31, 2025 of $74.5 million as compared to $239.5 million during the year ended December 31, 2024; ● Common stock repurchases during the year ended December 31, 2025 of $37.8 million as compared to $27.5 million during the year ended December 31, 2024; ● Distributions to non-controlling interests in operating partnership, common during the year ended December 31, 2025 of $1.7 million as compared to $0.6 million during the year ended December 31, 2024; and ● Dividends on common stock during the year ended December 31, 2025 of $63.7 million as compared to $21.6 million during the year ended December 31, 2024. ​ Non-GAAP Financial Measures ​ Funds from Operations (“FFO”) and Adjusted Funds from Operations (“AFFO”) ​ We calculate FFO in accordance with the standards established by the National Association of Real Estate Investment Trusts, or Nareit.
Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure. ​ We further adjust EBITDAre for certain additional items such as stock-based compensation and incentive, indirect offering costs, real estate acquisition related audit fees and real estate related acquisition and due diligence costs and severance expense (for a full discussion of these adjustments, see AFFO adjustments discussed above) that we consider necessary to understand our operating performance.
Therefore, in addition to EBITDAre, management uses Adjusted EBITDAre, a non-GAAP measure. ​ We further adjust EBITDAre for certain additional items such as stock-based compensation, indirect offering costs, real estate acquisition related audit fees and real estate related acquisition and due diligence costs and severance expense (for a full discussion of these adjustments, see AFFO adjustments discussed above) that we consider necessary to understand our operating performance.
Many of our leases provide for the reimbursement by the tenant of the property’s real estate taxes that we pay in connection with the farms they rent from us. ​ 48 Table of Contents Expenses ​ Substantially all of our farm leases are structured in such a way that we are responsible for major maintenance expenses, certain liability and casualty insurance and taxes (which are sometimes reimbursed to us by our tenants), while our tenant is responsible for operating expenses, minor maintenance, water usage and all of the additional input costs related to farming operations on the property, such as seed, fertilizer, labor and fuel.
Many of our leases provide for the reimbursement by the tenant of the property’s real estate taxes that we pay in connection with the farms they rent from us. ​ Expenses ​ Substantially all of our farm leases are structured in such a way that we are responsible for major maintenance expenses, certain liability and casualty insurance and taxes (which are sometimes reimbursed to us by our tenants), while our tenant is responsible for operating expenses, minor maintenance, water usage and all of the additional input costs related to farming operations on the property, such as seed, fertilizer, labor and fuel.
Level 3 is defined as inputs to the valuation methodology that are unobservable, supported by little or no market activity and are significant to the fair value measurement. ​ Results of Operations ​ This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Level 3 is defined as inputs to the valuation methodology that are unobservable, supported by little or no market activity and are significant to the fair value measurement. ​ Results of Operations ​ This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the 58 Table of Contents Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance.
However, while EBITDAre is a performance measure widely used across the Company’s industry, the Company does not believe that it correctly captures the 56 Table of Contents Company’s business operating performance because it includes non-cash expenses and recurring adjustments that are necessary to better understand the Company’s business operating performance.
Although farmland prices may show a decline from time to time, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and agricultural commodities typically exceeds global supply and quality farmland becomes scarcer. 46 Table of Contents ​ Food Demand ​ We expect that global demand for food, driven primarily by significant increases in the gross domestic product (“GDP”) per capita and global population, will continue to be the key driver of farmland values.
Although farmland prices may show a decline from time to time, we believe that any reduction in U.S. farmland values overall is likely to be short-lived as global demand for food and agricultural commodities typically exceeds global supply and quality farmland becomes scarcer. ​ Food Demand ​ We expect that global demand for food, driven primarily by significant increases in the gross domestic product (“GDP”) per capita and global population, will continue to be the key driver of farmland values.
During the year ended December 31, 2024, the Company incurred a one-time severance expense of approximately $1.4 million in connection with the previously announced departure of the Company’s former Chief Financial Officer and Treasurer as part of the Company’s cost-cutting initiative. The Company incurred no severance expense during the year ended December 31, 2023.
During the year ended December 31, 2024, the Company incurred a one-time severance expense of approximately $1.4 million in connection with the previously announced departure of the Company’s former Chief Financial Officer and Treasurer as part of the Company’s cost-cutting initiative. The Company incurred no severance expense during the year ended December 31, 2025.
Acquisition (including audit fees associated with these acquisitions) and due diligence costs are incurred for investment purposes and, therefore, do not correlate with the ongoing operations of our portfolio. The Company incurred an immaterial amount of acquisition and due diligence costs during the years ended December 31, 2024 and 2023.
Acquisition (including audit fees associated with these acquisitions) and due diligence costs are incurred for investment purposes and, therefore, do not correlate with the ongoing operations of our portfolio. The Company incurred an immaterial amount of acquisition and due diligence costs during the years ended December 31, 2025 and 2024.
Notwithstanding GAAP accounting requirements to spread rental revenue over the lease term, a significant portion of fixed rent is received in a lump sum before planting season, in the first quarter, and after 59 Table of Contents harvest, in the fourth quarter.
Notwithstanding GAAP accounting requirements to spread rental revenue over the lease 57 Table of Contents term, a significant portion of fixed rent is received in a lump sum before planting season, in the first quarter, and after harvest, in the fourth quarter.
As of December 31, 2024, approximately 60% of our portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 40% was used to produce specialty crops, such as almonds, pistachios, citrus, avocados, strawberries, and edible beans.
As of December 31, 2025, approximately 60% of our portfolio (by value) was used to grow primary crops, such as corn, soybeans, wheat, rice and cotton, and approximately 40% was used to produce specialty crops, such as almonds, pistachios, citrus, avocados, strawberries, and edible beans.
See “Note 5—Real Estate” for additional discussion regarding acquisitions completed by the Company. ​ Impairment of Real Estate Assets ​ Assessing impairment can be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset.
See “Note 5—Real Estate” for additional discussion regarding acquisitions completed by the Company. 48 Table of Contents ​ Impairment of Real Estate Assets ​ Assessing impairment can be complex and involves a high degree of subjectivity in determining if impairment indicators are present and in estimating the future undiscounted cash flows or the fair value of an asset.
However, we believe that growth in GDP per capita and global population will be more significant drivers of global demand for primary crops over the long term. ​ Despite advances in income, according to “The State of Food Security and Nutrition in the World 2024,” a report by the United Nations Food and Agriculture Organization, 2.33 billion people were facing moderate to severe food insecurity in 2023.
However, we believe that growth in GDP per capita and global population will be more significant drivers of global demand for primary crops over the long term. ​ Despite advances in income, according to “The State of Food Security and Nutrition in the World 2025,” a report by the United Nations Food and Agriculture Organization, 2.3 billion people were facing moderate to severe food insecurity in 2024.
Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re-lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods.
Furthermore, because it is generally customary in the industry to provide the existing tenant with the opportunity to re- 45 Table of Contents lease the land at the end of each lease term, we believe that many farm operators will rent additional land that becomes available in order to control the ability to farm that land in future periods.
We believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators choose to rent additional acres of farmland when it 47 Table of Contents becomes available in order to allocate their fixed costs over additional acres.
We believe that due to the relatively high fixed costs associated with farming operations (including equipment, labor and knowledge), many farm operators choose to rent additional acres of farmland when it becomes available in order to allocate their fixed costs over additional acres.
The disruption in farming operations in Ukraine, and trade from the Black Sea region has stressed the food supply for many countries that depend on imports of agricultural products from the region, such as Egypt (wheat for food products) and China (corn for livestock). ​ The Russian Federation is also a major exporter of fertilizers and trade restrictions have hampered the flow of fertilizers to countries dependent on imports from the Black Sea region.
In particular, the disruption in farming operations in Ukraine as a result of the ongoing war in Ukraine has stressed the food supply for many countries that depend on imports of agricultural products from the region, such as Egypt (wheat for food products) and China (corn for livestock).The Russian Federation is also a major exporter of fertilizers and trade restrictions have hampered the flow of fertilizers to countries dependent on imports from the Black Sea region.
See “Note 9—Stockholders’ Equity and Non-controlling Interests” within the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the non-controlling interests. ​ FPI has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ended December 31, 2014. ​ Recent Developments ​ 2024 Dispositions ​ During 2024, we completed dispositions consisting of 54 properties in the Corn Belt, Delta and South, High Plains and Southeast regions.
See “Note 9—Stockholders’ Equity and Non-controlling Interests” within the notes to the consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding the non-controlling interests. ​ FPI has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its short taxable year ended December 31, 2014. ​ Recent Developments ​ 2025 Dispositions ​ During 2025, we completed dispositions consisting of 60 properties in the Corn Belt, Delta and South, High Plains and West Coast regions.
The allocations of purchase price are sensitive and involve a degree of uncertainty due to the nature of the 50 Table of Contents inputs and judgements, as well as the number, magnitude and complexity of these inputs and judgements made by management.
The allocations of purchase price are sensitive and involve a degree of uncertainty due to the nature of the inputs and judgements, as well as the number, magnitude and complexity of these inputs and judgements made by management.
Management considers AFFO per share, fully diluted to be a supplemental metric to GAAP earnings per share. AFFO per share, fully diluted provides additional insight into how our operating performance could be allocated to potential shares outstanding at a specific point in time.
Management considers AFFO per share, fully diluted to be a supplemental metric to GAAP earnings per share. AFFO per share, fully diluted provides additional insight into 54 Table of Contents how our operating performance could be allocated to potential shares outstanding at a specific point in time.
We expect to meet our liquidity needs through cash on hand, undrawn availability under our lines of credit ($167.4 million in availability as of December 31, 2024), operating cash flows, borrowings, proceeds from equity issuances and selective asset dispositions where such dispositions are deemed to be in the best interests of the Company.
We expect to meet our liquidity needs through cash on hand, undrawn availability under our lines of credit ($163.6 million in availability as of December 31, 2025), operating cash flows, borrowings, proceeds from equity issuances and selective asset dispositions where such dispositions are deemed to be in the best interests of the Company.
There was $0.2 million and $5.8 million of impairment recognized on real estate assets in the accompanying financial statements during the years ended December 31, 2024 and 2023, respectively. ​ Impairment of Goodwill and Intangible Assets with Indefinite Lives ​ Goodwill is not amortized, but rather tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value.
As a result, the Company recognized $17.8 million and $0.2 million of impairment on real estate assets in the accompanying financial statements during the years ended December 31, 2025 and 2024, respectively. ​ Impairment of Goodwill and Intangible Assets with Indefinite Lives ​ Goodwill is not amortized, but rather tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value.
All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and its wholly owned subsidiaries. As of December 31, 2024, FPI owned 97.5% of the Common units and none of the Series A preferred units.
All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and its wholly owned subsidiaries. As of December 31, 2025, FPI owned 98.1% of the Common units and none of the Series A preferred units.
We do not expect the expenses associated with managing our portfolio of farmland to increase significantly as the number of farm properties we own increases over time. ​ Crop Prices ​ While many people assume that short-term crop prices have a great impact on farm values, we believe that long-term farmer profitability and revenue per acre, expressed as crop prices multiplied by crop yield, is a much more significant driver of farm value.
We do not expect the expenses associated with managing our portfolio of farmland to increase significantly as the number of farm properties we own increases over time. ​ Crop Prices ​ We believe that long-term farmer profitability and revenue per acre, expressed as crop prices multiplied by crop yield, is a much more significant driver of farm value than short-term crop prices.
As of December 31, 2024, we had approximately $55.8 million of capacity remaining under the stock repurchase plan. 45 Table of Contents ​ Deleveraging and Maintaining Liquidity Position ​ During the year ended December 31, 2024, we reduced our overall indebtedness by $158.5 million, largely with proceeds from the asset dispositions described above, resulting in an increase in liquidity. ​ As of December 31, 2024, we had access to liquidity of $245.8 million, consisting of $78.4 million in cash and $167.4 million in undrawn availability under our credit facilities with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation (collectively, “Farmer Mac”), Metropolitan Life Insurance Company (“MetLife”), and Rutledge Investment Company (“Rutledge”) compared to cash of $5.5 million and $201.1 million in undrawn availability under our credit facilities as of December 31, 2023.
As of December 31, 2025, we had approximately 43 Table of Contents $17.9 million of capacity remaining under the stock repurchase plan. ​ Deleveraging and Maintaining Liquidity Position ​ During the year ended December 31, 2025, we reduced our overall indebtedness by $43.0 million, largely with proceeds from the asset dispositions described above, resulting in an increase in liquidity. ​ As of December 31, 2025, we had access to liquidity of $172.9 million, consisting of $9.3 million in cash and $163.6 million in undrawn availability under our credit facilities with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation (collectively, “Farmer Mac”), Metropolitan Life Insurance Company (“MetLife”), and Rutledge Investment Company (“Rutledge”) compared to cash of $78.4 million and $167.4 million in undrawn availability under our credit facilities as of December 31, 2024.
In addition, under the FPI Loan Program, we make loans to third-party farmers (both tenant and non-tenant) and landowners to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming, agricultural and other real estate related projects. ​ FPI was incorporated in Maryland on September 27, 2013, and is the sole member of the sole general partner of the Operating Partnership, which is a Delaware limited partnership that was formed on September 27, 2013.
In addition, under the FPI Loan Program, we make loans to landowners with whom we have established relationships and third-party farmers (both tenant and non-tenant) to provide financing for business operations, property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and non-farming business needs. ​ FPI was incorporated in Maryland on September 27, 2013, and is the sole member of the sole general partner of the Operating Partnership, which is a Delaware limited partnership that was formed on September 27, 2013.
We have a history of being able to refinance or extend our debt obligations to manage our debt maturities. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions.
We have a history of being able to refinance or extend our debt obligations to manage our debt maturities. Our ability to access the equity capital markets will depend on a number of factors as well, including general market conditions. We have $68.3 million in debt maturities due within the next 12 months.
Level 3 is defined as inputs to the valuation methodology that are unobservable, supported by little or no market activity and are significant to the fair value measurement. The asset was valued based upon a market assessment of similar properties.
This is considered a Level 3 measurement under the fair value hierarchy. Level 3 measurements are defined as inputs to the valuation methodology that are unobservable, supported by little or no market activity and are significant to the fair value measurement. These assets were valued based upon a market assessment of similar properties.
Inflation in personnel costs, which is impacting many United States businesses, is also likely to impact our expenses. ​ We also incur costs associated with managing farmland assets.
Inflation in personnel costs, which is impacting many United States businesses, has not significantly impacted our expenses to date. ​ We also incur costs associated with managing farmland assets.
Short-term crop price changes have had little effect historically on farmland values. They also have a limited impact on our rental revenue, as most of our leases provide for fixed farm rents, a common approach in agricultural markets, especially with respect to row crops.
They also have a limited impact on our rental revenue, as most of our leases provide for fixed farm rents, a common approach in agricultural markets, especially with respect to row crops.
As global GDP per capita increases, the composition of daily caloric intake is expected to shift away from the direct consumption of primary crops toward more fruits, vegetables and animal-based proteins, which is expected to result in increased demand for primary crops as feed for livestock.
We also believe that growth in global GDP per capita, particularly in developing nations, will contribute significantly to increasing demand for primary crops. 44 Table of Contents As global GDP per capita increases, the composition of daily caloric intake is expected to shift away from the direct consumption of primary crops toward more fruits, vegetables and animal-based proteins, which is expected to result in increased demand for primary crops as feed for livestock.
However, our business model anticipates that over time the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all. ​ International Trade ​ After a 37% increase in exports of corn for the 2023/2024 marketing year (September 2023 to August 2024), the USDA estimates corn exports will increase for the 2024/2025 marketing year (September 2024 to August 2025).
However, our business model anticipates that over time the value of our farmland will increase, as it has in the past, at a rate that is equal to or greater than the rate of inflation, which may in part offset the impact of rising interest rates on the value of our farmland, but there can be no guarantee that this appreciation will occur to the extent that we anticipate or at all. ​ International Trade ​ According to the USDA, approximately 10-20% of domestic corn production and 40-60% of domestic soybean production is exported.
We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period and of the Company with other real estate operators. ​ ● Deferred impact of interest rate swap terminations.
Stock-based compensation is a non-cash expense and, therefore, does not correlate with the ongoing operations of our portfolio. We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period and of the Company with other real estate operators. ​ ● Deferred impact of interest rate swap terminations.
Moreover, the Federal Reserve lowered the federal funds rate in September, November and December 2024. We anticipate any future rate cuts will have a favorable impact on the cost of debt for the Company moving forward.
We anticipate future rate cuts, if any, will have a favorable impact on the cost of debt for the Company moving forward.
There is no debt subject to interest rate resets in 2025. ​ At December 31, 2024, $11.8 million, or 5.7%, of our debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, we have an interest rate swap with Rabobank for $11.8 million, which effectively reduces floating rate exposure to $0.0 million. ​ We expect that future changes in interest rates will impact our overall operating performance by, among other things, affecting our borrowing costs and borrowing costs of our tenants.
However, interest rates remain high relative to the recent past, and the Federal Reserve’s plans are subject to numerous uncertainties. ​ As of December 31, 2025, $67.8 million of our outstanding indebtedness was subject to interest rates that reset before maturity (excluding our floating rate debt), of which $26.2 million was subject to interest rates that will be reset in 2026. 47 Table of Contents As of December 31, 2025, the weighted average interest rate of the indebtedness subject to interest rate resets in 2026 was 5.64%. ​ At December 31, 2025, $4.9 million, or 3.0%, of our debt had variable interest rates, however, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, we have an interest rate swap with Rabobank for $4.9 million, which effectively reduces our floating rate exposure to $0.0 million. ​ We expect that future changes in interest rates will impact our overall operating performance by, among other things, affecting our borrowing costs and the borrowing costs of our tenants.
We compensate for these limitations by relying primarily on our GAAP results of operations and using EBITDAre and Adjusted EBITDAre only as a supplemental measure of our performance. ​ The following table sets forth a reconciliation of our net income to our EBITDAre and Adjusted EBITDAre for the periods indicated below (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands) 2024 2023 Net income ​ $ 61,450 ​ $ 31,681 Interest expense ​ ​ 18,854 ​ 22,657 Income tax benefit ​ ​ (16) ​ (166) Depreciation, depletion and amortization ​ ​ 5,588 ​ 7,499 Impairment of assets ​ ​ 790 ​ 5,840 (Gain) on disposition of assets, net ​ ​ (54,148) ​ ​ (36,133) EBITDAre (1) ​ $ 32,518 ​ $ 31,378 ​ ​ ​ ​ ​ ​ ​ Stock-based compensation and incentive ​ ​ 1,963 ​ ​ 2,008 Real estate related acquisition and due diligence costs ​ ​ 28 ​ ​ 17 Severance expense ​ ​ 1,373 ​ ​ — Adjusted EBITDAre (1) ​ $ 35,882 ​ $ 33,403 (1) The year ended December 31, 2024 includes approximately $1.2 million of income from forfeited deposits due to the termination of a repurchase agreement . ​ Seasonality ​ We recognize rental revenue from fixed-rate farmland leases on a pro rata basis over the non-cancellable term of the lease in accordance with GAAP.
We compensate for these limitations by relying primarily on our GAAP results of operations and using EBITDAre and Adjusted EBITDAre only as a supplemental measure of our performance. ​ The following table sets forth a reconciliation of our net income to our EBITDAre and Adjusted EBITDAre for the periods indicated below (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Net income ​ $ 32,172 ​ $ 61,450 Interest expense ​ ​ 9,627 ​ 18,854 Income tax benefit ​ ​ (15) ​ (16) Depreciation, depletion and amortization ​ ​ 4,168 ​ 5,588 Impairment of assets ​ ​ 17,821 ​ 790 (Gain) on disposition of assets, net ​ ​ (35,864) ​ ​ (54,148) EBITDAre (1) ​ $ 27,909 ​ $ 32,518 ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ ​ 2,156 ​ ​ 1,963 Real estate related acquisition and due diligence costs ​ ​ 2 ​ ​ 28 Severance expense ​ ​ — ​ ​ 1,373 Adjusted EBITDAre (1) ​ $ 30,067 ​ $ 35,882 (1) The year ended December 31, 2025 included approximately $1.0 million of income as a result of a solar lease arrangement with a tenant.
In addition, as of December 31, 2024, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand and served as property manager for approximately 48,300 acres of farmland, including farms in Colorado, Illinois, Indiana, Iowa, Louisiana, Mississippi, Missouri, North Carolina, Ohio and South Carolina.
As of December 31, 2025, we owned farms with an aggregate of approximately 71,600 acres in Arkansas, California, Colorado, Illinois, Indiana, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia. In addition, as of December 31, 2025, we owned land and buildings for four agriculture equipment dealerships in Ohio leased to Ag Pro under the John Deere brand.
AFFO and AFFO per share, fully diluted should not be considered as an alternative to net income (loss) or earnings per share (determined in accordance with GAAP) as an indication of financial performance or as a measure of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make distributions. 56 Table of Contents AFFO is calculated by adjusting FFO to exclude or include the income and expenses that we believe are not reflective of the sustainability of our ongoing operating performance, as further explained below: ​ ● Real estate related acquisition and due diligence costs.
AFFO and AFFO per share, fully diluted should not be considered as an alternative to net income (loss) or earnings per share (determined in accordance with GAAP) as an indication of financial performance or as a measure of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make distributions.
We believe that excluding these costs from AFFO provides useful supplemental information reflective of the realized economic impact of our current acquisition strategy, which is useful in assessing the sustainability of our operating performance.
We believe that excluding these costs from AFFO provides useful supplemental information reflective of the realized economic impact of our current acquisition strategy, which is useful in assessing the sustainability of our operating performance. These exclusions also improve the comparability of our results over each reporting period and of the Company with other real estate operators. ​ ● Stock-based compensation.
As of December 31, 2024, our portfolio had the following lease expirations as a percentage of approximate acres leased and annual minimum fixed rents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Year Ending December 31, Approximate Acres % of Approximate Acres Annual Fixed Rents % of Annual Fixed Rents 2025 ​ 19,741 ​ 21.1 % $ 4,708 20.5 % 2026 19,013 ​ 20.3 % ​ 5,039 22.1 % 2027 28,215 ​ 30.2 % ​ 9,336 40.9 % 2028 ​ 91 ​ 0.1 % ​ 71 0.3 % 2029 ​ 6,184 ​ 6.6 % ​ — ​ — % Thereafter ​ 20,281 ​ 21.7 % ​ 3,695 ​ 16.2 % ​ 93,525 ​ 100.0 % $ 22,849 ​ 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental Revenues ​ Our revenues are primarily generated from renting farmland to operators of farming businesses.
As of December 31, 2025, our portfolio had the following lease expirations as a percentage of approximate acres leased and annual minimum fixed rents: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ ​ ​ ​ ​ ​ Year Ending December 31, ​ ​ ​ Approximate Acres ​ ​ ​ % of Approximate Acres ​ ​ ​ Annual Fixed Rents ​ ​ ​ % of Annual Fixed Rents 2026 ​ 20,001 ​ 27.9 % $ 6,115 31.9 % 2027 22,168 ​ 31.0 % ​ 7,590 39.7 % 2028 8,883 ​ 12.4 % ​ 1,637 8.6 % 2029 ​ 6,728 ​ 9.4 % ​ 239 ​ 1.2 % 2030 ​ — ​ — % ​ — ​ — % Thereafter ​ 13,830 ​ 19.3 % ​ 3,559 ​ 18.6 % ​ 71,610 ​ 100.0 % $ 19,140 ​ 100.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental Revenues ​ Our revenues are primarily generated from renting farmland to operators of farming businesses.
We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period. ​ ​ 57 Table of Contents The following table sets forth a reconciliation of net income (loss) to FFO, AFFO and net income (loss) available to common stockholders per share to AFFO per share, fully diluted, the most directly comparable GAAP equivalents, respectively, for the periods indicated below (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands except per share amounts) 2024 2023 Net income ​ $ 61,450 ​ $ 31,681 (Gain) on disposition of assets, net ​ ​ (54,148) ​ ​ (36,133) Depreciation, depletion and amortization ​ 5,588 ​ ​ 7,499 Impairment of assets ​ 790 ​ ​ 5,840 FFO (1) ​ $ 13,680 ​ $ 8,887 ​ ​ ​ ​ ​ ​ ​ Stock-based compensation and incentive ​ 1,963 ​ ​ 2,008 Deferred impact of interest rate swap terminations ​ ​ — 198 Real estate related acquisition and due diligence costs ​ ​ 28 ​ ​ 17 Distributions on Preferred units and stock ​ ​ (2,970) ​ ​ (2,970) Severance expense ​ ​ 1,373 ​ ​ — AFFO (1) ​ $ 14,074 ​ $ 8,140 ​ ​ ​ ​ ​ ​ ​ AFFO per diluted weighted average share data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO weighted average common shares ​ 49,127 ​ 51,810 ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders of Farmland Partners Inc. ​ $ 1.19 ​ $ 0.55 Income available to redeemable non-controlling interest and non-controlling interest in operating partnership ​ ​ 0.07 0.08 Depreciation, depletion and amortization ​ 0.11 ​ 0.14 Impairment of assets ​ 0.02 ​ 0.11 Stock-based compensation and incentive ​ 0.04 ​ 0.04 (Gain) on disposition of assets, net ​ ​ (1.10) ​ ​ (0.70) Distributions on Preferred units and stock ​ (0.07) ​ ​ (0.06) Severance expense ​ ​ 0.03 ​ ​ 0.00 AFFO per diluted weighted average share (1) ​ $ 0.29 ​ $ 0.16 (1) The year ended December 31, 2024 includes approximately $1.2 million of income from forfeited deposits due to the termination of a repurchase agreement . ​ The following table sets forth a reconciliation of AFFO share information to basic weighted average common shares outstanding, the most directly comparable GAAP equivalent, for the periods indicated below (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands) ​ 2024 ​ 2023 Basic weighted average shares outstanding ​ 47,546 50,243 Weighted average OP units on an as-if-converted basis ​ 1,203 1,220 Weighted average time-based unvested restricted stock ​ 346 347 Weighted average performance-based unvested restricted stock ​ ​ 32 — AFFO weighted average common shares ​ 49,127 51,810 ​ EBITDAre ​ The Company calculates Earnings Before Interest Taxes Depreciation and Amortization for real estate (“EBITDAre”) in accordance with the standards established by Nareit in its September 2017 White Paper.
We believe that excluding these costs from AFFO improves the comparability of our results over each reporting period. ​ ​ 55 Table of Contents The following table sets forth a reconciliation of net income (loss) to FFO, AFFO and net income (loss) available to common stockholders per share to AFFO per share, fully diluted, the most directly comparable GAAP equivalents, respectively, for the periods indicated below (unaudited): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, (in thousands except per share amounts) ​ ​ ​ 2025 ​ ​ ​ 2024 Net income ​ $ 32,172 ​ $ 61,450 (Gain) on disposition of assets, net ​ ​ (35,864) ​ ​ (54,148) Depreciation, depletion and amortization ​ 4,168 ​ ​ 5,588 Impairment of assets ​ 17,821 ​ ​ 790 FFO (1) ​ $ 18,297 ​ $ 13,680 ​ ​ ​ ​ ​ ​ ​ Stock-based compensation ​ 2,156 ​ ​ 1,963 Real estate related acquisition and due diligence costs ​ ​ 2 ​ ​ 28 Distributions on Series A Preferred Units ​ ​ (2,583) ​ ​ (2,970) Severance expense ​ ​ — ​ ​ 1,373 AFFO (1) ​ $ 17,872 ​ $ 14,074 ​ ​ ​ ​ ​ ​ ​ AFFO per diluted weighted average share data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO weighted average common shares ​ 45,537 ​ 49,127 ​ ​ ​ ​ ​ ​ ​ Net income available to common stockholders of Farmland Partners Inc. ​ $ 0.65 ​ $ 1.19 Income available to redeemable non-controlling interest and non-controlling interest in operating partnership ​ ​ 0.06 0.07 Depreciation, depletion and amortization ​ 0.09 ​ 0.11 Impairment of assets ​ 0.39 ​ 0.02 Stock-based compensation ​ 0.05 ​ 0.04 (Gain) on disposition of assets, net ​ ​ (0.79) ​ ​ (1.10) Distributions on Series A Preferred Units ​ (0.06) ​ ​ (0.07) Severance expense ​ ​ 0.00 ​ ​ 0.03 AFFO per diluted weighted average share (1) ​ $ 0.39 ​ $ 0.29 (1) The year ended December 31, 2025 included approximately $1.0 million of income as a result of a solar lease arrangement with a tenant.
Year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. ​ 51 Table of Contents Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ ​ ​ ​ ($ in thousands) 2024 2023 $ Change % Change ​ OPERATING REVENUES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 47,119 ​ $ 49,185 ​ $ (2,066) (4.2) % Crop sales ​ ​ 5,027 ​ ​ 2,257 ​ ​ 2,770 ​ 122.7 % Other revenue ​ 6,080 ​ 6,024 ​ 56 0.9 % Total operating revenues ​ 58,226 ​ 57,466 ​ 760 1.3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING EXPENSES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation, depletion and amortization ​ 5,588 ​ 7,499 ​ (1,911) (25.5) % Property operating expenses ​ 7,368 ​ 8,660 ​ (1,292) (14.9) % Cost of goods sold ​ ​ 3,937 ​ ​ 4,754 ​ ​ (817) ​ (17.2) % Acquisition and due diligence costs ​ 28 ​ 17 ​ 11 64.7 % General and administrative expenses ​ 14,071 ​ 11,274 ​ 2,797 24.8 % Legal and accounting ​ 1,654 ​ 1,279 ​ 375 29.3 % Impairment of assets ​ 790 ​ 5,840 ​ (5,050) (86.5) % Other operating expenses ​ ​ 103 ​ ​ 144 ​ ​ (41) ​ (28.5) % Total operating expenses ​ 33,539 ​ 39,467 ​ (5,928) (15.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER (INCOME) EXPENSE: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) ​ ​ (123) ​ ​ (39) ​ ​ (84) ​ 215.4 % (Income) from equity method investment ​ ​ (125) ​ ​ (1) ​ ​ (124) ​ NM ​ (Gain) on disposition of assets, net ​ ​ (54,148) ​ ​ (36,133) ​ ​ (18,015) ​ 49.9 % (Income) from forfeited deposits ​ ​ (1,205) ​ ​ — ​ ​ (1,205) ​ NM ​ Interest expense ​ 18,854 ​ 22,657 ​ (3,803) (16.8) % Total other (income) ​ (36,747) ​ (13,516) ​ (23,231) 171.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income before income tax benefit ​ ​ 61,434 ​ ​ 31,515 ​ ​ 29,919 ​ 94.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit ​ ​ (16) ​ ​ (166) ​ ​ 150 ​ (90.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 61,450 ​ $ 31,681 ​ $ 29,769 94.0 % NM = Not Meaningful ​ Our net income for the year ended December 31, 2024 was primarily affected by dispositions that occurred in 2023 and 2024, as well as higher crop sales, income from forfeited deposits, lower interest expense and lower cost of goods sold, partially offset by severance expense of $1.4 million and $2.3 million of special bonuses.
Year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. ​ 49 Table of Contents Comparison of the year ended December 31, 2025 to the year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ $ Change ​ ​ ​ % Change ​ OPERATING REVENUES: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental income ​ $ 35,929 ​ $ 47,119 ​ $ (11,190) (23.7) % Crop sales ​ ​ 5,521 ​ ​ 5,027 ​ ​ 494 ​ 9.8 % Other revenue ​ 10,728 ​ 6,080 ​ 4,648 76.4 % Total operating revenues ​ 52,178 ​ 58,226 ​ (6,048) (10.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OPERATING EXPENSES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation, depletion and amortization ​ 4,168 ​ 5,588 ​ (1,420) (25.4) % Property operating expenses ​ 5,641 ​ 7,368 ​ (1,727) (23.4) % Cost of goods sold ​ ​ 4,622 ​ ​ 3,937 ​ ​ 685 ​ 17.4 % Acquisition and due diligence costs ​ 2 ​ 28 ​ (26) (92.9) % General and administrative expenses ​ 11,724 ​ 14,071 ​ (2,347) (16.7) % Legal and accounting ​ 2,928 ​ 1,654 ​ 1,274 77.0 % Impairment of assets ​ 17,821 ​ 790 ​ 17,031 NM ​ Other operating expenses ​ ​ 39 ​ ​ 103 ​ ​ (64) ​ (62.1) % Total operating expenses ​ 46,945 ​ 33,539 ​ 13,406 40.0 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER (INCOME) EXPENSE: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other (income) ​ ​ (493) ​ ​ (123) ​ ​ (370) ​ 300.8 % (Income) from equity method investment ​ ​ (194) ​ ​ (125) ​ ​ (69) ​ 55.2 % (Gain) on disposition of assets, net ​ ​ (35,864) ​ ​ (54,148) ​ ​ 18,284 ​ (33.8) % (Income) from forfeited deposits ​ ​ — ​ ​ (1,205) ​ ​ 1,205 ​ NM ​ Interest expense ​ 9,627 ​ 18,854 ​ (9,227) (48.9) % Total other (income) ​ (26,924) ​ (36,747) ​ 9,823 (26.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income before income tax benefit ​ ​ 32,157 ​ ​ 61,434 ​ ​ (29,277) ​ (47.7) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax benefit ​ ​ (15) ​ ​ (16) ​ ​ 1 ​ (6.3) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCOME ​ $ 32,172 ​ $ 61,450 ​ $ (29,278) (47.6) % NM = Not Meaningful ​ Our net income for the year ended December 31, 2025 was primarily affected by dispositions that occurred in 2024 and 2025, as well as higher crop sales, interest income, proceeds from a solar lease arrangement with a tenant, and lower general and administrative expense and interest expense, partially offset by lower income from forfeited deposits, higher cost of goods sold and impairment. ​ Rental income decreased $11.2 million, or 23.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, resulting primarily from dispositions that occurred in 2024 and 2025, partially offset by proceeds from a solar lease arrangement with a tenant and increased variable rent. ​ Crop sales increased $0.5 million, or 9.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
This decrease is due to tax adjustments in 2023 related to estimates. ​ Liquidity and Capital Resources ​ Overview ​ Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations, acquire new properties, make distributions to our stockholders and unitholders, and fund other general business needs. ​ Despite cuts in the federal funds rate by the Federal Reserve in September, November and December 2024, interest rates remain high, and there can be no certainty as to the occurrence, timing or magnitude of future rate cuts by the Federal Reserve.
This decrease was the result of lower outstanding debt attributable to significant debt repayments during the year ended December 31, 2025. ​ 51 Table of Contents Income tax benefit was negligible during the year ended December 31, 2025 and remained relatively consistent compared to the year ended December 31, 2024. ​ Liquidity and Capital Resources ​ Overview ​ Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay any outstanding borrowings, fund and maintain our assets and operations, acquire new properties, make distributions to our stockholders and unitholders, and fund other general business needs. ​ Despite cuts in the federal funds rate by the Federal Reserve in September, November and December 2024 and in September, October and December 2025, interest rates remain high relative to the recent past.
This increase in rates has significantly increased the cost of our floating rate debt and has also significantly increased the cost of certain of our MetLife debt with interest rates that have been reset since the beginning of 2022. However, we have recently repaid most of our floating rate debt with the proceeds from dispositions.
This increase in rates significantly increased the cost of our floating rate debt and also significantly increased the cost of certain of our MetLife debt with interest rates that have been reset since the beginning of 2022. The Federal Reserve lowered the federal funds rate in September, November and December 2024 and in September, October and December 2025.
This decrease was a result of asset dispositions in 2023 and 2024 and more assets becoming fully depreciated, partially offset by depreciable assets being placed into service. ​ Property operating expenses decreased $1.3 million, or 14.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, resulting from lower tax and insurance expense primarily due to dispositions that occurred in 2023 and 2024. ​ Cost of goods sold decreased $0.8 million, or 17.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This decrease was a result of asset dispositions in 2024 and 2025 and a lower cost basis on assets impaired during the year ended December 31, 2025. ​ Property operating expenses decreased $1.7 million, or 23.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, resulting primarily from lower tax, repairs and maintenance and insurance expenses, primarily due to dispositions that occurred in 2024 and 2025. ​ Cost of goods sold increased $0.7 million, or 17.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Aggregate cash consideration for these acquisitions totaled $17.9 million. ​ Share Repurchases ​ During the year ended December 31, 2024, we repurchased 2,240,295 shares of our common stock at a weighted average price of $12.25 per share.
Aggregate consideration for these acquisitions was $7.3 million. ​ Share Repurchases ​ During the year ended December 31, 2025, we repurchased 3,411,581 shares of our common stock at a weighted average price of $11.07 per share under our share repurchase program.
We expect that global demand for most crops will continue to keep pace with global population growth. We also believe that growth in global GDP per capita, particularly in developing nations, will contribute significantly to increasing demand for primary crops.
We expect that global demand for most crops will continue to keep pace with global population growth.
Impairment during the year ended December 31, 2023, was the result of a property classified as held for sale and written down to its estimated fair value less costs to sell, while impairment during the year ended December 31, 2024 was related to the write-down on the value of trade names associated with Murray Wise Associates, LLC and impairment of irrigation assets held for sale at year-end. ​ Other operating expenses remained flat at $0.1 million for the years ended December 31, 2024 and 2023. ​ Other income remained relatively flat at $0.1 million and $0.0 million for the years ended December 31, 2024 and 2023, respectively. ​ Income from equity method investment increased $0.1 million for the year ended December 31, 2024 compared to the year ended December 31, 2023. ​ Gain on disposition of assets, net increased $18.0 million, or 49.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the dispositions of 54 properties in 2024 yielding an aggregate gain on sale of $54.1 million as compared to the dispositions of 74 properties in 2023 resulting in an aggregate gain on sale of $36.1 million.
Impairment during the year ended December 31, 2025 related to certain properties on the West Coast while impairment during the year ended December 31, 2024 was related to the write-down on the value of trade names associated with Murray Wise Associates, LLC and impairment of irrigation assets held for sale at year-end.. ​ Other operating expenses remained relatively flat at $0.0 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively. ​ Other income increased $0.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.
As a result, we believe that the effect on us of inflationary increases in operating expenses are borne largely by our tenants under the terms of their leases, and inflationary increases in farmer profitability generally lead to increased rents upon lease renewals, as we experienced in the most recent renewal cycle in late 2023.
As a result, we believe that the effect on us of inflationary increases in operating expenses are borne largely by our tenants under the terms of their leases, and increases in farmer profitability generally lead to increased rents upon lease renewals, as we experienced in the 2023 renewal cycle. ​ High levels of inflation prompted the Board of Governors of the United States Federal Reserve (the “Federal Reserve”) to increase the federal funds rate eleven times between March 2022 and July 2023, which led to a significant increase in market short- and long-term interest rates beginning in early 2022.
We incur costs associated with running a public company, including, among others, costs associated with our personnel, Board of Directors, compliance, legal and accounting, due diligence and acquisitions (including, among others, travel expenses and consulting fees).
In cases where capital expenditures are necessary, we typically seek to offset, over a period of multiple years, the costs of such capital expenditures by increasing rental rates. 46 Table of Contents We incur costs associated with running a public company, including, among others, costs associated with our personnel, Board of Directors, regulatory compliance, legal and accounting, due diligence and acquisitions (including, among others, travel expenses and consulting fees).
This decrease was the result of a lower impairment expense as well as the sale of blueberry farms that were previously directly operated. ​ Acquisition and due diligence costs were negligible during the year ended December 31, 2024 and remained relatively consistent compared to the year ended December 31, 2023. ​ General and administrative expenses increased $2.8 million, or 24.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This increase was primarily the result of accelerated costs of walnuts due to the sale of a property as well as increased costs of sales related to tree pruning on our citrus and avocado properties. ​ Acquisition and due diligence costs were negligible during the year ended December 31, 2025 and remained relatively consistent compared to the year ended December 31, 2024. ​ General and administrative expenses decreased $2.3 million, or 16.7%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
United States farmers, including our tenants, however, generally source fertilizers from the United States and Canada. ​ Inflation and Interest Rates ​ Most of our farming leases have lease terms of three years for row crops and up to seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including maintenance, water usage and insurance.
Changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets and eruptions of military conflicts, such as the war in Ukraine and other geopolitical tensions, or civil unrest also impact crop prices. ​ Inflation and Interest Rates ​ Most of our farming leases have lease terms of three years for row crops and up to seven years for permanent crops, pursuant to which each tenant is responsible for substantially all of the operating expenses related to the property, including maintenance, water usage and insurance.
This increase was driven by a one-time severance expense of $1.4 million and $2.3 million of special bonuses during the year ended December 31, 2024, partially offset by lower compensation and travel expense.
General and administrative expense during the year ended December 31, 2024 included a one-time severance expense of $1.4 million and special bonuses of $2.3 million while 2025 included an increase in the allowance on loans under the FPI loan program totaling $1.9 million, partially offset by lower compensation and travel expense. ​ Legal and accounting expenses increased $1.3 million, or 77.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
This increase was the result of a higher volume of walnut, citrus and avocado sales on our directly operated properties. ​ Other revenue remained relatively flat at $6.1 million and $6.0 million for the years ended December 31, 2024 and 2023, respectively. ​ 52 Table of Contents Depreciation, depletion and amortization decreased $1.9 million, or 25.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This increase was primarily the result of accelerated revenue from walnuts due to the sale of a property and a higher volume of citrus sales on our directly operated properties. ​ Other revenue increased $4.6 million, or 76.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We have $25.0 million in debt maturities due within the next 12 months. ​ During the year ended December 31, 2024, we repurchased 2,240,295 shares of our common stock at a weighted average price of $12.25 per share.
Of the $68.3 million in debt maturities, $67.1 million is in the process of being refinanced. ​ During the year ended December 31, 2025, we repurchased 3,411,581 shares of our common stock at a weighted average price of $11.07 per share under our share repurchase program.
The ongoing war in Ukraine has disrupted supply chains and affected the prices of grain, fertilizer, and energy, further stressing food supplies for developing countries that are dependent on food imports. ​ Farmland Supply ​ According to the World Bank Group arable land per capita has decreased by approximately 50% from 1961 to 2021, further exacerbated by international conflicts, such as the ongoing war in Ukraine.
United States farmers, including our tenants, however, generally source fertilizers from the United States and Canada. ​ Farmland Supply ​ According to the World Bank Group, arable land per capita has decreased by approximately 50% from 1961 to 2023, which decrease has been exacerbated by international conflicts, such as the ongoing war in Ukraine.
After a 14% decrease in exports of soybeans for the 2023/2024 marketing year, the USDA estimates soybean exports will increase 8% for the 2024/2025 marketing year, due to less competition from South American production. ​ According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States were China, Mexico, and Canada.
According to the USDA Outlook for Agricultural Trade, the top three export countries from the United States were China, Mexico, and Canada. Exports to China for fiscal year 2025 (October 2024 to September 2025) were $16.2 billion, down 37% from 2024. Exports to Canada were $28.2 billion, down 3% from 2024.
However, interest rates remain high, and the Federal Reserve has most recently signaled that it will not be making rate cuts over the next several quarters. ​ Factors That May Influence Future Results of Operations and Farmland Values ​ The principal factors affecting our operating results and the value of our farmland include long-term global demand for food relative to the global supply of food; farmland fundamentals and economic conditions in the markets in which we own farmland; and our ability to increase or maintain rental revenues while controlling expenses.
On February 6, 2026, we redeemed all of the 68,000 Series A preferred units that then remained outstanding for $68.0 million plus accrued distributions for an aggregate of $68.2 million in cash (see “Note 9—Stockholders’ Equity and Non-controlling Interests” and “Note 12—Subsequent Events” for additional discussion regarding Class A Common units and Series A preferred units). ​ Factors That May Influence Future Results of Operations and Farmland Values ​ The principal factors affecting our operating results and the value of our farmland include long-term global demand for food relative to the global supply of food; farmland fundamentals and economic conditions in the markets in which we own farmland; and our ability to increase or maintain rental revenues while controlling expenses.
Assessing the fair value of the asset involves a high degree of subjectivity regarding the significant assumptions including future cash flow and the discount rate. There have been no goodwill impairments recognized in the accompanying financial statements during the years ended December 31, 2024 and 2023.
Assessing the fair value of the asset involves a high degree of subjectivity regarding the significant assumptions including future cash flow and the discount rate. In November 2025, the Company sold MWA, the Company’s auction, brokerage and third-party management business, and its subsidiaries.
Crop yield trends in corn and soybeans have been steadily increasing over the last thirty years. After yields for the 2023/2024 marketing year (September 2023 to August 2024) increased slightly for both corn and soybeans compared to the previous year, the USDA projects that yields will not change significantly for the 2024/2025 marketing year (September 2024 to August 2025).
For instance, after yields for the 2024/2025 marketing year (September 2024 to August 2025) increased slightly for corn and held steady for soybeans compared to the previous year, the USDA projected that yields will increase slightly for the 2025/2026 marketing year (September 2025 to August 2026). Short-term crop price changes have had little effect historically on farmland values.
The 2024 dispositions included the sale of a portfolio of 46 properties, comprising 41,554 acres, to Farmland Reserve, Inc., a Utah nonprofit corporation, for total consideration of $289.0 million on October 16, 2024. ​ (Income) from forfeited deposits was $1.2 million for the year ended December 31, 2024 compared to $0.0 million for the year ended December 31, 2023, due to the termination of a repurchase agreement and the retention of $1.2 million in earnest money payments. ​ Interest expense decreased $3.8 million, or 16.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
This increase was primarily due to higher average cash balances during the year ended December 31, 2025 that resulted in increased interest income. ​ Income from equity method investment remained relatively flat at $0.2 million and $0.1 million for the years ended December 31, 2025 and 2024, respectively. ​ Gain on disposition of assets, net decreased $18.3 million, or 33.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to the appreciation of farmland value on properties sold relative to book value during the year ended December 31, 2025 as compared to the year ended December 31, 2024. ​ Gain on forfeited earnest money decreased $1.2 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to the termination of a repurchase agreement and the retention of $1.2 million in earnest money payments that occurred during the year ended December 31, 2024. ​ Interest expense decreased $9.2 million, or 48.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
During the years ended December 31, 2024 and 2023, the Company recorded impairment of $0.6 million and $0.0 million, respectively, on intangible assets. The fair value of trade names was determined to be $1.2 million at December 31, 2024.
The impairment related to a decrease in the fair value of trade names to $1.2 million as of December 31, 2024.
Removed
As of December 31, 2024, we owned farms with an aggregate of approximately 93,500 acres in Arkansas, California, Colorado, Illinois, Indiana, Kansas, Louisiana, Missouri, Nebraska, South Carolina, Texas and West Virginia.
Added
We received $90.2 million in aggregate consideration, including $2.1 million in seller financing, and recognized an aggregate net gain on sale of $34.9 million.
Removed
We received $312.0 million in aggregate consideration, and recognized an aggregate gain on sale of $54.1 million, including $2.1 million in connection with properties sold in 2023 for which the gain was deferred. ​ 2024 Acquisitions ​ During 2024, we completed acquisitions consisting of four properties in the Corn Belt and Delta and South regions.
Added
The 60 property dispositions include 23 properties that were exchanged for the redemption and cancellation of 31,000 Series A preferred units (see “Exchange of Properties for Series A Preferred Units” below for more information). ​ 2025 Acquisitions ​ During 2025, we completed acquisitions consisting of six properties in the Corn Belt region.
Removed
Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”. ​ Impact of the War in Ukraine ​ Ukraine and the Russian Federation represent large portions of global trade in a variety of agricultural products (e.g., 34% of global wheat exports, according to the International Food Policy Research Institute).
Added
Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”. ​ Exchange of Properties for Series A Preferred Units ​ On December 11, 2025, we disposed of 23 properties located in the Corn Belt region in exchange for the redemption and cancellation of 31,000 Series A preferred units with a liquidation preference of $1,000 each.
Removed
Furthermore, high levels of inflation prompted the Federal Reserve to increase the federal funds rate (the rate the Federal Reserve charges member banks for overnight funds) eleven times between March 2022 and July 2023, which led to a significant increase in market short- and long-term interest rates beginning in early 2022.
Added
The aggregate gain on the disposition of the 23 properties was $10.5 million. ​ Disposition of Murray Wise Associates, LLC ​ On November 15, 2025, we sold Murray Wise Associates, LLC, our auction, brokerage and third-party management business, and its subsidiaries, to Peoples Company of Indianola for aggregate consideration of $5.3 million, including $3.3 million in seller financing.
Removed
In cases where capital expenditures are necessary, we typically seek to offset, over a period of multiple years, the costs of such capital expenditures by increasing rental rates.
Added
We recognized an aggregate gain on sale of $1.0 million. ​ Redemption of Common Units and Remaining Series A Preferred Units ​ On January 20, 2026, we issued 450,000 shares of common stock upon redemption of 450,000 Common units that had been tendered for redemption.
Removed
Changes in government regulations and policy, fluctuations in global prosperity, fluctuations in foreign trade and export markets and eruptions of military conflicts, such as the war in Ukraine and the ongoing conflicts in the Middle East, or civil unrest also impact crop prices. ​ Interest Rates ​ The Federal Reserve engaged in a series of significant increases in the federal funds rate between March 2022 and July 2023.
Added
Crop yield trends in corn and soybeans have been steadily increasing over the last thirty years.
Removed
The federal funds rate is the rate the Federal Reserve charges member banks for overnight funds. Changes to the federal funds rate affect all borrowing rates, and for variable rate debt and debt with rates that reset periodically, such changes have a direct and relatively immediate impact.
Added
Exports to Mexico were $30.4 billion, up 1% from 2024.
Removed
The Federal Reserve lowered the federal funds rate from recent highs in September 2024, which was followed by additional rate cuts in November and December 2024, and has signaled 49 Table of Contents the possibility of further rate cuts, but interest rates remain high, and there can be no certainty as to the occurrence, timing or magnitude of future rate cuts by the Federal Reserve. ​ As of December 31, 2024, $78.9 million of our outstanding indebtedness was subject to interest rates that reset before maturity (excluding our floating rate debt).
Added
The recent imposition by the United States of tariffs on imported goods from these trading partners may strain international trade relations and increase the risk that foreign governments will implement retaliatory tariffs on agricultural and other goods imported from the United States. ​ While the ongoing uncertainty around terms of international trade, including the impact of tariffs on the export of U.S. soybeans to China and the war in Ukraine and other geopolitical tensions, has introduced uncertainty around crop pricing and therefore farmer profitability, we believe that the significant role of U.S. crop production vis-a-vis global food demand will generally lead to only temporary dislocations in crop supply chains for the major commodity crops, and therefore farmland values will not be significantly impacted. ​ Critical Accounting Policies and Estimates ​ The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period.
Removed
Exports to China for fiscal year 2024 (October 2023 to September 2024) were $25.7 billion, down 23% from 2023. Exports to Canada were $29.0 billion, up 3% from 2023. Exports to Mexico were $30.0 billion, up 7% from 2023. Exports to China for fiscal year 2025 (October 2024 to September 2025) are forecast to decrease to $23.3 billion.
Added
During the year ended December 31, 2025, the Company recorded impairment in connection with certain properties in the West Coast region that the Company concluded have experienced a loss of value due to crop and water dynamics that are not recoverable in the short- or medium-term. The assets were written down to their estimated fair value.
Removed
Exports to Mexico are expected to decrease slightly to $29.9 billion, while exports to Canada are expected to increase slightly to $29.2 billion. ​ Critical Accounting Policies and Estimates ​ The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period.
Added
As a result of the sale, the Company no longer had goodwill or intangible assets as of December 31, 2025 and there were no impairments of goodwill or intangible assets during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recorded no impairment of goodwill and an impairment of intangible assets of $0.6 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed3 unchanged
Biggest changeWe do not use such derivatives for trading or other speculative purposes. ​ At December 31, 2024, $11.8 million, or 5.7%, of our debt had variable interest rates.
Biggest changeWe do not use such derivatives for trading or other speculative purposes. ​ At December 31, 2025, $4.9 million, or 3.0%, of our debt had variable interest rates.
However, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $11.8 million, which effectively reduces floating rate exposure to $0.0 million. ​ Item 8.
However, as stated in “Note 10—Hedge Accounting” to the accompanying consolidated financial statements, the Company has an interest rate swap with Rabobank for $4.9 million, which effectively reduces our floating rate exposure to $0.0 million. ​ Item 8.

Other FPI 10-K year-over-year comparisons