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What changed in GLADSTONE LAND Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GLADSTONE LAND Corp'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.

+330 added−369 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-19)

Top changes in GLADSTONE LAND Corp's 2025 10-K

330 paragraphs added · 369 removed · 238 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

34 edited+4 added−4 removed109 unchanged
Biggest changeWe have in the past, and may in the future, offer equity ownership in our Operating Partnership by issuing additional OP Units to farmland owners as consideration for acquiring their farms. See “ Our Investment Process—Types of Investments ” below for additional information regarding OP Units.
Biggest changeWe control the sole general partner of the Operating Partnership and currently own all of the common units of limited partnership interest in the Operating Partnership (“OP Units”). We have in the past, and may in the future, offer equity ownership in our Operating Partnership by issuing additional OP Units to farmland owners as consideration for acquiring their farms.
Under the Maryland General Corporation Law, a contract or other transaction between us and one of our directors or officers or any other entity in which one of our directors or officers is also a director or officer or has a material financial interest is not void or voidable solely on the grounds of the common directorship or interest, the fact that the director or officer was present at the meeting at which the contract or transaction was approved or the fact that the director’s vote was counted in favor of the contract or transaction if: • the material facts relating to the common directorship or interest and as to the transaction are disclosed to our Board of Directors or a committee of our Board, and our Board or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the directors not interested in the contract or transaction, even if the disinterested directors do not constitute a quorum of the Board or committee; • the fact of the common directorship or interest is disclosed to our stockholders entitled to vote on the contract or transaction, and the contract or transaction is approved or ratified by a majority of the votes cast by the stockholders entitled to vote on the matter, other than shares owned of record or beneficially by the interested director, corporation or entity; or • the contract or transaction is fair and reasonable to us as of the time authorized, approved or ratified by the Board of Directors, a committee or the stockholders.
Under the Maryland General Corporation Law, a contract or other transaction between us and one of our directors or officers or any other entity in which one of our directors or officers is also a director or officer or has a material financial interest is not void or voidable solely on the grounds of the common directorship or interest, the fact that the director or officer was present at the meeting at which the contract or transaction was approved or the fact that the director’s vote was counted in favor of the contract or transaction if: • the material facts relating to the common directorship or interest and as to the transaction are disclosed to our Board of Directors or a committee of our Board of Directors, and our Board of Directors or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the directors not interested in the contract or transaction, even if the disinterested directors do not constitute a quorum of the Board of Directors or committee; • the fact of the common directorship or interest is disclosed to our stockholders entitled to vote on the contract or transaction, and the contract or transaction is approved or ratified by a majority of the votes cast by the stockholders entitled to vote on the matter, other than shares owned of record or beneficially by the interested director, corporation or entity; or • the contract or transaction is fair and reasonable to us as of the time authorized, approved or ratified by the Board of Directors, a committee or the stockholders.
We have adopted a policy that without the permission of our Board of Directors, we will not: • invest 50% or more of our total assets in a single property at the time of investment; • invest in real property owned by our Adviser, any of its affiliates or any entity in which our Adviser or any of its affiliates have invested; • invest in commodities or commodity futures contracts, with this limitation not being applicable to futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in properties and making mortgage loans; 9 Table of Content • invest in contracts for the sale of real estate unless the contract is in recordable form and is appropriately recorded in the chain of title; • issue equity securities on a deferred payment basis or other similar arrangement; • grant warrants or options to purchase shares of our stock to our Adviser or its affiliates; • engage in trading, as compared with investment activities, or engage in the business of underwriting, or the agency distribution of, securities issued by other persons; • invest more than 5% of the value of our assets in the securities of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; • invest in securities representing more than 10% of the outstanding securities (by vote or value) of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; or • acquire securities in any company holding investments or engaging in activities prohibited in the foregoing clauses.
We have adopted a policy that without the permission of our Board of Directors, we will not: • invest 50% or more of our total assets in a single property at the time of investment; • invest in real property owned by our Adviser, any of its affiliates or any entity in which our Adviser or any of its affiliates have invested; • invest in commodities or commodity futures contracts, with this limitation not being applicable to futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in properties and making mortgage loans; 9 Table of Contents • invest in contracts for the sale of real estate unless the contract is in recordable form and is appropriately recorded in the chain of title; • issue equity securities on a deferred payment basis or other similar arrangement; • grant warrants or options to purchase shares of our stock to our Adviser or its affiliates; • engage in trading, as compared with investment activities, or engage in the business of underwriting, or the agency distribution of, securities issued by other persons; • invest more than 5% of the value of our assets in the securities of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; • invest in securities representing more than 10% of the outstanding securities (by vote or value) of any one issuer if the investment would cause us to fail to maintain our qualification as a REIT; or • acquire securities in any company holding investments or engaging in activities prohibited in the foregoing clauses.
Our Adviser’s board of directors has empowered the investment committee to authorize and approve our investments, subject to the terms of the Advisory Agreement. Before we acquire any property, the proposed transaction is be reviewed by the investment committee to ensure that, in its view, the transaction satisfies our investment criteria and is within our investment policies.
Our Adviser’s board of directors has empowered the investment committee to authorize and approve our investments, subject to the terms of the Advisory Agreement. Before we acquire any property, the proposed transaction is reviewed by the investment committee to ensure that, in its view, the transaction satisfies our investment criteria and is within our investment policies.
However, from time to time, we may explore alternative 5 Table of Content options with certain of our farms, including entering into agreements where we finance a portion of the planting, growing, and harvesting costs on certain farms in exchange for receiving a larger share of the resulting crop sales. • Owning Farms, Farm-Related Real Estate, and Real Estate used by Businesses that Support Farming Communities for Appreciation.
However, from time to time, we may explore alternative 5 Table of Contents options with certain of our farms, including entering into agreements where we finance a portion of the planting, growing, and harvesting costs on certain farms in exchange for receiving a larger share of the resulting crop sales. • Owning Farms, Farm-Related Real Estate, and Real Estate used by Businesses that Support Farming Communities for Appreciation.
Developments related to public health emergencies, including laws and regulations implemented by federal governmental authorities or state and local governmental authorities in jurisdictions where our properties are located in response to such public health emergencies, may impact our ability to operate our business, or those of our tenants, in the ordinary course, which may materially affect our results of operations for the year ending December 31, 2025.
Developments related to public health emergencies, including laws and regulations implemented by federal governmental authorities or state and local governmental authorities in jurisdictions where our properties are located in response to such public health emergencies, may impact our ability to operate our business, or those of our tenants, in the ordinary course, which may materially affect our results of operations for the year ending December 31, 2026.
In performing its duties, our Adviser, either directly or indirectly by engaging an affiliate: • finds, evaluates, presents, and recommends to us a continuing series of real estate investment opportunities consistent with our investment policies and objectives; • provides advice to us and acts on our behalf with respect to the negotiation, acquisition, financing, refinancing, holding, leasing, and disposition of real estate investments; • enters into contracts to purchase real estate on our behalf in compliance with our investment procedures, objectives, and policies, subject to approval of our Board of Directors, where required; 11 Table of Content • takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing holding, leasing, and disposition of real estate investments; and • provides day-to-day management of our real estate activities and other administrative services.
In performing its duties, our Adviser, either directly or indirectly by engaging an affiliate: • finds, evaluates, presents, and recommends to us a continuing series of real estate investment opportunities consistent with our investment policies and objectives; • provides advice to us and acts on our behalf with respect to the negotiation, acquisition, financing, refinancing, holding, leasing, and disposition of real estate investments; • enters into contracts to purchase real estate on our behalf in compliance with our investment procedures, objectives, and policies, subject to approval of our Board of Directors, where required; • takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing holding, leasing, and disposition of real estate investments; and • provides day-to-day management of our real estate activities and other administrative services.
As a result, properties that are currently located in close proximity to urban developments are likely to be too expensive to justify farming over an extended period of time, and, therefore, we are unlikely to invest in such properties. 7 Table of Content Our Adviser will perform a due diligence review with respect to each potential property acquisition.
As a result, properties that are currently located in close proximity to urban developments are likely to be too expensive to justify farming over an extended period of time, and, therefore, we are unlikely to invest in such properties. 7 Table of Contents Our Adviser will perform a due diligence review with respect to each potential property acquisition.
Available Information 13 Table of Content Copies of each of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments, if any, to those reports filed or furnished with the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at www.GladstoneLand.com .
Available Information Copies of each of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments, if any, to those reports filed or furnished with the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at www.GladstoneLand.com .
Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees and commissions paid to Gladstone Securities pursuant to each of these dealer-manager agreements. Human Capital Management We do not currently have any employees and do not expect to have any employees in the foreseeable future.
Refer to Note 8, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees and commissions paid to Gladstone Securities pursuant to each of these dealer-manager agreements. Human Capital Management We do not currently have any employees and do not expect to have any employees in the foreseeable future.
Otherwise, we do not expect that compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations, or competitive position for the year ending December 31, 2025, as compared to prior periods.
Otherwise, we do not expect that our compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations, or competitive position for the year ending December 31, 2026, as compared to prior periods.
Investments will not be restricted as to geographical areas, but we expect that most of our investments in farmland real estate will continue to be made within the U.S. Currently, our properties are located across 15 states in the U.S. We anticipate that we will make substantially all of our investments through our Operating Partnership.
Investments will not be restricted as to geographical areas, but we expect that most of our investments in farmland real estate will continue to be made within the U.S. Currently, our properties are located across 14 states in the U.S. We anticipate that we will make substantially all of our investments through our Operating Partnership.
Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” our shares of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) are traded on Nasdaq under the symbol “LANDP,” and our shares of 5.00% Series D Cumulative Term Preferred Stock (the “Series D Term Preferred Stock”) are traded on Nasdaq under the symbol “LANDM.” In addition, we have registered our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).
Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” and our shares of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) are traded on Nasdaq under the symbol “LANDP.” In addition, we have registered our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).
We believe that these provisions serve to protect our investments from adverse changes in the operating and financial characteristics of a tenant that may impact its ability 8 Table of Content to satisfy its obligations to us or that could reduce the value of our properties.
We believe that these provisions serve to protect our investments from adverse changes in the operating and financial characteristics of a tenant that may impact its ability 8 Table of Contents to satisfy its obligations to us or that could reduce the value of our properties.
We expect that approximately 15 to 25 full-time employees of our Adviser and our Administrator will spend substantial time on our matters during the 2025 calendar year. Our CFO, accounting team, and the employees of our Adviser who manage our assets and investments spend all of their time on our matters.
We expect that approximately 15 to 25 full-time employees of our Adviser and our Administrator will spend substantial time on our matters during the 2026 calendar year. Our CFO, accounting team, and the employees of our Adviser who manage our assets and investments spend all of their time on our matters.
Property Acquisitions and Leasing 6 Table of Content We anticipate that many of the farms and farm-related facilities we purchase will be acquired from independent farmers or agricultural companies and that they will simultaneously lease the properties back from us.
Property Acquisitions and Leasing 6 Table of Contents We anticipate that many of the farms and farm-related facilities we purchase will be acquired from independent farmers or agricultural companies and that they will simultaneously lease the properties back from us.
We currently own properties in 15 different states across the U.S., and over time, we expect to expand our geographic focus to other areas in the U.S., including the Pacific Northwest, Midwest, and Mid-Atlantic.
We currently own properties in 14 different states across the U.S., and over time, we expect to expand our geographic focus to other areas in the U.S., including the Pacific Northwest, Midwest, and Mid-Atlantic.
Refer to Note 6, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees to be paid to Gladstone Securities pursuant to the Financing Arrangement Agreement.
Refer to Note 8, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees to be paid to Gladstone Securities pursuant to the Financing Arrangement Agreement.
Pursuant to each of these dealer-manager agreements, Gladstone Securities provided or provides certain sales, promotional, and marketing services to us in connection with the offering of the respective stock.
Pursuant to each of these dealer-manager agreements, Gladstone Securities provided certain sales, promotional, and marketing services to us in connection with the offering of the respective stock.
In these types of agreements, we will generally require the lease to include the guarantee of a minimum amount of rental income that satisfies our investment return criteria.
In these types of agreements, we will often require the lease to include the guarantee of a minimum amount of rental income that satisfies our investment return criteria.
Currently, services necessary for our business are provided by individuals who are employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and the Administration Agreement, respectively. Each of our executive 12 Table of Content officers is an employee or executive officer, or both, of each our Adviser and our Administrator.
Currently, services necessary for our business are provided by individuals who are employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and the Administration Agreement, respectively. Each of our executive officers is an employee or executive officer, or both, of each our Adviser and our Administrator.
A breakdown thereof is summarized by functional area in the table below: Number of Individuals Functional Area 12 Executive Management 37 Investment Management, Portfolio Management, and Due Diligence 23 Administration, Accounting, Compliance, Human Resources, Legal, and Treasury The Adviser and the Administrator aim to attract and retain capable advisory and administrative personnel, respectively, by offering competitive base salaries, benefits, and bonus structure and by providing employees with appropriate opportunities for professional development and growth.
A breakdown thereof is summarized by functional area in the table below: 12 Table of Contents Number of Individuals Functional Area 16 Executive Management 40 Investment Management, Portfolio Management, and Due Diligence 19 Administration, Accounting, Compliance, Human Resources, Legal, and Treasury The Adviser and the Administrator aim to attract and retain capable advisory and administrative personnel, respectively, by offering competitive base salaries, benefits, and bonus structure and by providing employees with appropriate opportunities for professional development and growth.
If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through our TRS. • Continue Expanding our Operations Geographically. Our properties are currently located in 15 states across the U.S., and we expect that we will acquire properties in other farming regions of the U.S. in the future.
If we choose to operate any farms we own, we anticipate doing so via management agreements with third-party operators and/or through our TRS. • Continue Expanding our Operations Geographically. Our properties are currently located in 14 states across the U.S., and we expect that we will acquire properties in other farming regions of the U.S. in the future.
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.SEC.gov.
The SEC also maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.SEC.gov. 13 Table of Contents
Gladstone also serves on the board of managers of Gladstone Securities. In addition, Michael LiCalsi, our General Counsel and Secretary, serves in several capacities for Gladstone Securities, serving as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.
Gladstone also serves on the board of managers of Gladstone Securities. In addition, Mr. LiCalsi serves in several capacities for Gladstone Securities, including as chief legal officer, secretary, and as a member of its board of managers since 2010 and a managing principal since 2011.
Dealer-Manager Agreements In connection with the continuous public offering of our Series C Preferred Stock (which was completed in December 2022) and our Series E Preferred Stock (which offering is ongoing), we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served or serves, as appropriate, as our exclusive dealer-manager.
Dealer-Manager Agreements In connection with the continuous public offering of our Series C Preferred Stock (which was completed in December 2022) and our Series E Preferred Stock (which expired on December 31, 2025), we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager.
We believe that the review process of our Adviser’s investment committee gives us a competitive advantage over other agricultural real estate companies because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.
We believe that the review process of our Adviser’s investment committee positions us to compete effectively and efficiently because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.
As of December 31, 2024, our Adviser and Administrator, collectively, had 72 full-time employees.
As of December 31, 2025, our Adviser and Administrator, collectively, had 75 full-time employees.
Our Administrator employs our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs and provides administrative services to us under the amended and restated Administration Agreement entered into on February 1, 2013 (the “Administration Agreement”).
Our Administrator employs our chief financial officer, treasurer, chief compliance officer, chief administrative officer, co-general counsels, co-secretaries (Michael LiCalsi, our chief administrative officer, co-general counsel, and co-secretary, also serves in the same roles for our Adviser and Administrator, in addition to serving as our Administrator’s president), and their respective staffs and provides administrative services to us under the amended and restated Administration Agreement entered into on February 1, 2013 (the “Administration Agreement”).
Our Board of Directors has authorized our Adviser to make investments in any property on our behalf without the prior approval of our Board if the following conditions are satisfied: • our Adviser has determined that the total cost of the property does not exceed its determined value; and • our Adviser has provided us with a representation that the property, in conjunction with our other investments and proposed investments, is reasonably expected to fulfill our investment objectives and policies as established by our Board of Directors then in effect.
Our Board of Directors has authorized our Adviser to make investments in any property on our behalf without the prior approval of our Board of Directors if the following conditions are satisfied: • our Adviser has determined that the total cost of the property does not exceed its determined value; and • our Adviser has provided us with a representation that the property, in conjunction with our other investments and proposed investments, is reasonably expected to fulfill our investment objectives and policies as established by our Board of Directors then in effect. 11 Table of Contents The actual terms and conditions of transactions involving investments in properties shall be determined in the sole discretion of our Adviser, subject at all times to compliance with the foregoing requirements.
These firms engage in the acquisition, asset management, valuation, and disposition of farmland properties. Further competition may also come from other agricultural REITs, both publicly-traded (e.g., Farmland Partners, Inc.) and privately-held (e.g., Iroquois Valley Farmland REIT, PBC); other agricultural-focused privately-held funds, such as AgIS Capital, LLC, and Homestead Capital; and various online farmland crowdfunding platforms (e.g., AcreTrader, FarmTogether, etc.).
Further competition may also come from other agricultural REITs, both publicly-traded (e.g., Farmland Partners, Inc.) and privately-held (e.g., Iroquois Valley Farmland REIT, PBC); other agricultural-focused privately-held funds, such as AgIS Capital, LLC, and Homestead Capital; large institutional asset managers with farmland investment platforms (e.g., Nuveen/TIAA); and various online farmland crowdfunding platforms (e.g., AcreTrader, FarmTogether, etc.).
We are managed by our external adviser, Gladstone Management Corporation (the “Adviser”), and Gladstone Administration, LLC (the “Administrator”), provides administrative services to us. Both our Adviser and our Administrator are affiliates of ours and each other.
See “ Our Investment Process—Types of Investments ” below for additional information regarding OP Units. We are managed by our external adviser, Gladstone Management Corporation (the “Adviser”), and Gladstone Administration, LLC (the “Administrator”), provides administrative services to us. Both our Adviser and our Administrator are affiliates of ours and of each other.
The code also requires the pre-clearance of transactions in Fund securities. Our Adviser and Administrator We are externally managed by our Adviser. The officers, directors, and employees of our Adviser have significant experience in making investments in and lending to businesses of all sizes, including investing in real estate and making mortgage loans.
The officers, directors, and employees of our Adviser have significant experience in making investments in and lending to businesses of all sizes, including investing in real estate and making mortgage loans.
ITEM 1. BUSINESS Overview We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not generally a grower of crops, nor do we typically farm the properties we own, though we may, on a temporary basis, do so in the future on select properties in certain situations.
ITEM 1. BUSINESS Overview We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily in the business of owning and leasing farmland, including through lease structures with a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent.
Removed
If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through a taxable REIT subsidiary (“TRS”). We currently own 150 farms comprised of 103,001 acres across 15 states in the U.S. We also own several farm-related facilities that are necessary to the farming operations on the underlying farmland.
Added
We are not generally a grower of crops, nor do we typically farm the properties we own, though from time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a taxable REIT subsidiary (“TRS”).
Removed
We control the sole general partner of the Operating Partnership and currently own, directly or indirectly, 100.0% of the common units of limited partnership interest in the Operating Partnership (“OP Units”).
Added
We currently own 144 farms totaling 98,688 acres across 14 states in the U.S. and 55,532 acre-feet of water assets in California. In addition, as of December 31, 2025, two of our properties (comprising four farms) were directly operated by us. We also own several farm-related facilities that are necessary to the farming operations on the underlying farmland.
Removed
We intend to provide any required disclosure of any amendments to or waivers of this code of ethics by posting information regarding any such amendment or waiver to our website. 10 Table of Content Insider Trading Policy In addition, the code of ethics and business conduct, among other things, prohibits directors, officers and other employees of the Company, Gladstone Capital Corporation (“Gladstone Capital”), Gladstone Commercial Corporation (“Gladstone Commercial”), Gladstone Investment Corporation (“Gladstone Investment”), Gladstone Alternative Income Fund (“Gladstone Alternative,” and collectively, with the Company, the “Funds”), the Administrator, or the Adviser, including such persons’ spouse, minor children, family members living within the same household, and any other affiliates or affiliated entities, from trading in the Funds’ securities while in possession of material non-public information and entering into a short sale transaction or trading in options (including puts and calls), warrants, convertible securities, appreciation rights, or other derivative securities, with respect to the Company’s securities (or securities of the Funds) granted as compensation or held directly or indirectly by the individuals covered under the policy, or use any other derivative transaction or instrument to take a short position in respect of such Fund’s securities.
Added
We intend to provide any required disclosure of any amendments to or waivers of this code of ethics by posting information regarding any such amendment or waiver to our website. 10 Table of Contents Our Adviser and Administrator We are externally managed by our Adviser and Administrator.
Removed
The actual terms and conditions of transactions involving investments in properties shall be determined in the sole discretion of our Adviser, subject at all times to compliance with the foregoing requirements.
Added
These firms engage in the acquisition, asset management, valuation, and disposition of farmland properties.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

74 edited+19 added−18 removed274 unchanged
Biggest changeIf we do not have sufficient cash available for distribution generated by our assets to pay the distributions set by our Board of Directors, or if cash available for distribution decreases in future periods, the market price of our common stock could decrease. 15 Table of Content All distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, whether we are able to maintain our qualification as a REIT, and other factors as our Board of Directors may deem relevant from time to time.
Biggest changeAll distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our financial condition, whether we are able to maintain our qualification as a REIT, and other factors as our Board of Directors may deem relevant from time to time. We may not be able to make distributions in the future.
They also tend to experience significant fluctuations in their operating results and to be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. In addition, our target tenants may face intense competition, including competition from companies with greater financial resources, which could lead to price pressure on crops that could lower our tenants’ income.
They also tend to experience significant fluctuations in their operating results and may be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. In addition, our target tenants may face intense competition, including competition from companies with greater financial resources, which could lead to price pressure on crops that could lower our tenants’ income.
We will generally include provisions in our leases making tenants responsible for all environmental liabilities and for compliance with environmental regulations, and we will seek to require tenants to reimburse us for damages or costs for which we have been found liable. However, these provisions will not eliminate our statutory liability or preclude third-party claims against us.
We will generally include provisions in our leases making tenants responsible for all environmental liabilities and for compliance with environmental regulations, and we seek to require tenants to reimburse us for damages or costs for which we have been found liable. However, these provisions will not eliminate our statutory liability or preclude third-party claims against us.
In addition, such agreements may prohibit or limit the ability of our subsidiaries to transfer any of their property or assets to us, any of our other subsidiaries, or to third parties. Our future indebtedness or our subsidiaries’ future indebtedness may also include restrictions with similar effects.
In addition, such agreements may prohibit or limit the ability of our subsidiaries to transfer any of their property or assets to us, any of our other subsidiaries, or to third parties. Our future indebtedness or our subsidiaries’ future indebtedness may also include restrictions with similar effects.
In addition to the risks 14 Table of Content associated with real estate investments in general, as described elsewhere in this Form 10-K, the risks associated with our development farms include, among other things: • significant time lag between commencement of development and commercial productivity for permanent crop development farms subjects us to greater risks due to fluctuations in the general economy, crop prices, and adverse weather conditions; • expenditure of money and time on development that may not be completed; • inability to achieve rental rates per acre at newly-developed farms to make the properties profitable; • higher than estimated costs, including labor and planting, irrigation or other related costs; and • possible delays in development due to a number of factors, including weather, labor disruptions, regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes, or floods).
In addition to the risks associated with real estate investments in general, as described elsewhere in this Form 10-K, the risks associated with our development farms include, among other things: • significant time lag between commencement of development and commercial productivity for permanent crop development farms subjects us to greater risks due to fluctuations in the general economy, crop prices, and adverse weather conditions; • expenditure of money and time on development that may not be completed; • inability to achieve rental rates per acre at newly-developed farms to make the properties profitable; • higher than estimated costs, including labor and planting, irrigation or other related costs; and • possible delays in development due to a number of factors, including weather, labor disruptions, regulatory approvals, acts of terror or other acts of violence, or acts of God (such as fires, earthquakes, or floods).
Our investments in farms subject to leases with a participation rent component based on the annual gross revenues earned on the respective farm means that a portion of our cash flow is exposed to various risks, including risks related to declining crop prices and lower-than-average crop production, which could have a material adverse effect on the amount of rent we can collect and, consequently, our cash flow and ability to make distributions to our stockholders.
Our investments in farms subject to leases with a participation rent component based on the annual gross revenue earned on the respective farm means that a portion of our cash flow is exposed to various risks, including risks related to declining crop prices and lower-than-average crop production, which could have a material adverse effect on the amount of rent we can collect and, consequently, our cash flow and ability to make distributions to our stockholders.
However, such a reduction would not be effective for any stockholder who beneficially owns more than the reduced ownership limit. We believe that we have satisfied the ownership diversification requirements, including with respect to our taxable year ended December 31, 2024.
However, such a reduction would not be effective for any stockholder who beneficially owns more than the reduced ownership limit. We believe that we have satisfied the ownership diversification requirements, including with respect to our taxable year ended December 31, 2025.
The effects of climate change may be more significant along coastlines, such as in the California coastal areas where we partially focus our acquisition efforts, due to rising sea levels resulting from the melting of polar ice caps, which could result in increased risk of coastal erosion, flooding, degradation in the availability and quality of groundwater aquifers, and expanding agricultural weed and pest populations.
The effects of climate change may be more significant along coastlines, such as in 19 Table of Contents the California coastal areas where we partially focus our acquisition efforts, due to rising sea levels resulting from the melting of polar ice caps, which could result in increased risk of coastal erosion, flooding, degradation in the availability and quality of groundwater aquifers, and expanding agricultural weed and pest populations.
If our Adviser does not issue this waiver in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of, or increase, distributions to our stockholders. We may be obligated to pay our Adviser quarterly incentive compensation even if we incur a net loss during a particular quarter.
If our Adviser 25 Table of Contents does not issue this waiver in future quarters, it could negatively impact our earnings and may compromise our ability to maintain our current level of, or increase, distributions to our stockholders. We may be obligated to pay our Adviser quarterly incentive compensation even if we incur a net loss during a particular quarter.
As additional acquisition opportunities arise, we may issue additional shares of common stock or preferred stock, or we may issue OP Units, which are redeemable for cash or, at our option, our common 27 Table of Content stock on a one-to-one basis, to raise the capital necessary to finance these acquisitions, thus potentially further diluting stockholders’ equity.
As additional acquisition opportunities arise, we may issue additional shares of common stock or preferred stock, or we may issue OP Units, which are redeemable for cash or, at our option, our common stock on a one-to-one basis, to raise the capital necessary to finance these acquisitions, thus potentially further diluting stockholders’ equity.
Our claim would likely be capped at the amount the tenant owed us for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year of lease payments or 15% of the remaining lease payments payable under the lease, but in no case more than 16 Table of Content three years of lease payments.
Our claim would likely be capped at the amount the tenant owed us for unpaid rent prior to the bankruptcy unrelated to the termination, plus the greater of one year of lease payments or 15% of the remaining lease payments payable under the lease, but in no case more than three years of lease payments.
Our pre-incentive fee FFO for a particular quarter for incentive compensation purposes excludes the effect of any unrealized gains, losses, or other 25 Table of Content items during that quarter that do not affect realized net income, even if these adjustments result in a net loss on our statement of operations for that quarter.
Our pre-incentive fee FFO for a particular quarter for incentive compensation purposes excludes the effect of any unrealized gains, losses, or other items during that quarter that do not affect realized net income, even if these adjustments result in a net loss on our statement of operations for that quarter.
In the event of a liquidation, lenders with respect to any outstanding borrowings, holders of any debt securities, and holders of any preferred stock issuances (including our currently-designated preferred securities and any other preferred stock with parity ranking we may issue in the future) would receive a distribution of our available assets in full prior to the holders of our common stock.
In the event of a liquidation, lenders with respect to 27 Table of Contents any outstanding borrowings, holders of any debt securities, and holders of any preferred stock issuances (including our currently-designated preferred securities and any other preferred stock with parity ranking we may issue in the future) would receive a distribution of our available assets in full prior to the holders of our common stock.
Examples include almonds, apples, blueberries, figs, pistachios, oranges, and table and wine grapes. Permanent crops generally involve more risk than annual row crops because permanent crops require more time and capital to plant and cultivate. As a result, permanent crops are generally more expensive to replace and more susceptible to disease and poor weather.
Examples include almonds, apples, blueberries, figs, pistachios, 17 Table of Contents oranges, and table and wine grapes. Permanent crops generally involve more risk than annual row crops because permanent crops require more time and capital to plant and cultivate. As a result, permanent crops are generally more expensive to replace and more susceptible to disease and poor weather.
Since our IPO, we have expanded our investment focus to include farms used for permanent crops, and we intend to continue to add to our investments in farmland used for permanent crops in the future. Permanent crops have plant structures (such as trees, vines, or bushes) that produce yearly crops without being replanted.
Since our IPO, we have expanded our investment focus to include farms used for permanent crops, and we may add to our investments in farmland used for permanent crops in the future. Permanent crops have plant structures (such as trees, vines, or bushes) that produce yearly crops without being replanted.
This includes the availability and identity of 21 Table of Content quality tenant farmers, forging new business relationships in the area and unfamiliarity with local government requirements and procedures. Furthermore, the evaluation and negotiation of a potential expansion into new markets would divert management time and other resources.
This includes the availability and identity of quality tenant farmers, forging new business relationships in the area and unfamiliarity with local government requirements and procedures. Furthermore, the evaluation and negotiation of a potential expansion into new markets would divert management time and other resources.
Permits for drilling water wells are required by state and county regulations, and such permits may be difficult to obtain due to the limited supply of water 18 Table of Content in areas where we expect to acquire properties, such as the farming regions of California.
Permits for drilling water wells are required by state and county regulations, and such permits may be difficult to obtain due to the limited supply of water in areas where we expect to acquire properties, such as the farming regions of California.
If we are unable to make our debt payments as required, either under our current credit facilities or any future facilities, a lender could foreclose on certain of the properties securing its loan.
If we are unable to make our debt payments as required, either under our current credit facilities or any future facilities, a lender 20 Table of Contents could foreclose on certain of the properties securing its loan.
Risks Associated with Our Use of an Adviser to Manage Our Business We are dependent upon our key management personnel for our future success, particularly David Gladstone, Bill Reiman, Lewis Parrish, and Jay Beckhorn.
Risks Associated with Our Use of an Adviser to Manage Our Business We are dependent upon our key management personnel who are employees of our Adviser and Administrator for our future success, particularly David Gladstone, Bill Reiman, Lewis Parrish, and Jay Beckhorn.
The remainder of our investment in securities other than government securities, securities of a TRS, and qualified real estate assets generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
The remainder of our investment in securities other 28 Table of Contents than government securities, securities of a TRS, and qualified real estate assets generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer.
Such investments, and any future investments in property developments, involves risks that are different and, in most cases, greater than the risks associated with our acquisition of fully-developed and commercially-productive farms.
Such 14 Table of Contents investments, and any future investments in property developments, involves risks that are different and, in most cases, greater than the risks associated with our acquisition of fully-developed and commercially-productive farms.
Thereafter, any business combination with the interested stockholder must be recommended by our Board and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder.
Thereafter, any business combination with the interested stockholder must be recommended by our Board of Directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding 26 Table of Contents shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder.
To facilitate compliance with this requirement, our charter prohibits any individual from owning more than 3.3% in value of our outstanding stock. Pursuant to an exception from this limit contained in our charter, as of December 31, 2024, David Gladstone owned, directly or indirectly, including through certain trusts, aggregate beneficial ownership of approximately 8.3% of our outstanding common stock.
To facilitate compliance with this requirement, our charter prohibits any individual from owning more than 3.3% in value of our outstanding stock. Pursuant to an exception from this limit contained in our charter, as of December 31, 2025, David Gladstone owned, directly or indirectly, including through certain trusts, aggregate beneficial ownership of approximately 6.0% of our outstanding common stock.
To the extent that our Board of Directors approves distributions in excess of our then current and accumulated earnings and profits, these excess distributions would generally be considered a return of capital for federal income tax purposes to the extent of your adjusted tax basis in your shares.
In addition, some of our distributions may include a return of capital. To the extent that our Board of Directors approves distributions in excess of our then current and accumulated earnings and profits, these excess distributions would generally be considered a return of capital for federal income tax purposes to the extent of your adjusted tax basis in your shares.
Tariffs, trade disputes, and geopolitical conflicts 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.
Tariffs, trade disputes, and geopolitical conflicts 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. Tariffs may adversely affect us or our tenants.
If we sell properties and provide financing to purchasers, defaults by the purchasers would decrease our cash flows and limit our ability to make distributions. In some instances, we may sell our properties by providing financing to purchasers who may then also operate the farm.
If we sell properties and provide financing to purchasers, defaults by the purchasers would decrease our cash flows and limit our ability to make distributions. 18 Table of Contents In some instances, we may sell our properties by providing financing to purchasers who may then also operate the farm.
This may result in future acquisitions by us generating lower overall economic returns and increasing the costs associated with refinancing current debt, which could potentially reduce future cash flow available for distributions.
This may result in future acquisitions by us generating lower overall economic returns and increasing the costs associated with refinancing current debt, 23 Table of Contents which could potentially reduce future cash flow available for distributions.
Even if the Series E Preferred Stock is listed on Nasdaq or another national securities exchange within one calendar year of the respective offerings’ termination date, as anticipated, there is a risk that such shares may be thinly traded, and the market for such shares may be relatively illiquid compared to the market for other types of securities, with the spread between the bid and ask prices considerably greater than the spreads of other securities with comparable terms and features.
Even if the Series E Preferred Stock is listed on Nasdaq or another national securities exchange within one calendar year of December 31, 2025, there is a risk that such shares may be thinly traded, and the market for such shares may be relatively illiquid compared to the market for other types of securities, with the spread between the bid and ask prices considerably greater than the spreads of other securities with comparable terms and features.
All of our properties undergoing development or planted with immature permanent crops are currently leased and earning income.
The majority of our properties undergoing development or planted with immature permanent crops are currently leased and earning income.
Gladstone also serves as the chief executive officer of our Adviser and our Administrator.
Gladstone also serves as the 24 Table of Contents chief executive officer of our Adviser and our Administrator.
Our rights and the rights of our stockholders to take action against our directors and officers are limited. 26 Table of Content 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 he or she reasonably believes to be advisable and in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
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 he or she reasonably believes to be advisable and in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances.
We continue to actively seek and evaluate other farm properties for potential purchase, but there is no guarantee that we will be able to continue to find and acquire properties that meet our investment criteria.
We continue to actively seek and evaluate other farm properties for potential purchase, but there is no guarantee that we will be able to continue to find and acquire properties that meet our investment criteria or, if we do, obtain financing on acceptable terms.
As of December 31, 2024, David Gladstone, our chairman, chief executive officer, and president, and pursuant to an exception approved by our Board of Directors and in compliance with our charter, owned, directly or indirectly, including through certain foundations and trusts, approximately 7.0% of our common stock, and the Gladstone Future Trust, for the benefit of Mr.
As of December 31, 2025, David Gladstone, our chairman, chief executive officer, and president, and pursuant to an exception approved by our Board of Directors and in compliance with our charter, owned, directly or indirectly, including through certain foundations and trusts, approximately 6.6% of our common stock.
We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange or to include these shares for quotation on a national securities market sometime within 12 months following the Series E Preferred Stock offering’s termination date.
There is currently no public market for the Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange or to include these shares for quotation on a national securities market sometime within 12 months following the Series E Preferred Stock offering’s termination date, which was December 31, 2025.
Federal Reserve, will have on real estate debt markets, the market value of our capital stock or on our business, and any such actions may negatively impact us. Regulators and U.S. government bodies have a major impact on our business. The U.S. Federal Reserve is a major participant in, and its actions significantly impact, the real estate debt markets.
We cannot predict the impact future actions by regulators or government bodies, including the U.S. Federal Reserve, will have on real estate debt markets, the market value of our capital stock or on our business, and any such actions may negatively impact us. Regulators and U.S. government bodies have a major impact on our business. The U.S.
To the extent that we challenge an IRS determination that we do not qualify as a REIT, we may incur legal expenses that would reduce our funds available for distribution to stockholders. The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status.
To the extent that we challenge an IRS determination that we do not qualify as a REIT, we may incur legal expenses that would reduce our funds available for distribution to stockholders.
The IRS may take the position that transactions in which we acquire a property and lease it back to the seller do not qualify as leases for federal income tax purposes but are, instead, financing arrangements or loans.
The IRS may treat sale-leaseback transactions as loans, which could jeopardize our REIT status. 29 Table of Contents The IRS may take the position that transactions in which we acquire a property and lease it back to the seller do not qualify as leases for federal income tax purposes but are, instead, financing arrangements or loans.
Even after listing, if achieved, a liquid secondary trading market may not develop, and the features of the Series E Preferred Stock may not provide holders of such shares with favorable liquidity options. There is currently no public market for the Series E Preferred Stock.
We intend to apply for quotation on Nasdaq for the Series E Preferred Stock in the future; however, there is currently no public market for this security. Even after listing, if achieved, a liquid secondary trading market may not develop, and the features of the Series E Preferred Stock may not provide holders of such shares with favorable liquidity options.
Failure to make required distributions, both prior to and following our REIT election, would jeopardize our REIT status, which could require us to pay taxes and negatively impact our cash available for future distribution.
These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. Failure to make required distributions, both prior to and following our REIT election, would jeopardize our REIT status, which could require us to pay taxes and negatively impact our cash available for future distribution.
Any inability to take advantage of increases in prevailing land values or rental rates could have a material adverse effect on our results of operations and cash available for distribution to stockholders.
Any inability to take advantage of increases in prevailing land values or rental rates could have a material adverse effect on our results of operations and cash available for distribution to stockholders. Our investments in farmland used for permanent crops have a higher risk profile than farmland used for annual row crops.
No assurance can be given as to whether, when, or in what form the U.S. federal income tax laws applicable to us and our stockholders may be enacted.
No assurance can be given as to whether, when, or in what form the U.S. federal income tax laws applicable to us and our stockholders may be enacted. Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our common stock.
If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the asset or income tests required for REIT qualification and consequently could lose our REIT status.
If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the asset or income tests required for REIT qualification and consequently could lose our REIT status. Alternatively, the amount of our REIT taxable income could be recalculated, which could cause us to fail the distribution test for REIT qualification.
Similarly, our properties may be subject to governmental regulations relating to the quality and disposition of rainwater runoff or other water to be used for irrigation. In such case, we could incur costs necessary to retain this water.
Similarly, our properties may be subject to governmental regulations relating to the quality and disposition of rainwater runoff or other water to be used for irrigation. In such case, we could incur costs necessary to retain this water. Water politics may adversely shift relative to our business interests or those of our tenants due to a number of external factors.
We also rely extensively on computer systems to process transactions and manage our business. Despite careful security and controls design, implementation, updating, and independent third-party verification, our information technology systems, and those of our third-party providers, could become subject to cybersecurity incidents.
Despite careful security and controls design, implementation, updating, and independent third-party verification, our information technology systems, and those of our third-party providers, could become subject to cybersecurity incidents.
These risks may harm our farming operations and have a material adverse effect on our results of operations and cash flow. We may not be successful in identifying and consummating additional suitable acquisitions that meet our investment criteria, which may impede our growth and negatively affect our results of operations.
A reduction in the rent we receive could have a material adverse effect on our cash flow and ability to make distributions to our stockholders. We may not be successful in identifying and consummating additional suitable acquisitions that meet our investment criteria, which may impede our growth and negatively affect our results of operations.
Certain states, including Iowa, North Dakota, South Dakota, Minnesota, Oklahoma, Wisconsin, Missouri, and Kansas have laws that prohibit or restrict to varying degrees the ownership of agricultural land by corporations or business entities like us.
Some state laws prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically. 21 Table of Contents Certain states, including Iowa, North Dakota, South Dakota, Minnesota, Oklahoma, Wisconsin, Missouri, and Kansas have laws that prohibit or restrict to varying degrees the ownership of agricultural land by corporations or business entities like us.
The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect.
Legislative or regulatory income tax changes related to REITs could materially and adversely affect us. 30 Table of Contents The U.S. federal income tax laws and regulations governing REITs and their stockholders, as well as the administrative interpretations of those laws and regulations, are constantly under review and may be changed at any time, possibly with retroactive effect.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations or the operations of businesses in which we invest, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our business, financial condition, and operating results. 23 Table of Content In the normal course of business, we and our service providers collect and retain certain personal information provided by our tenants, employees of our Administrator and Adviser, and vendors.
Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations or the operations of businesses in which we invest, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our business, financial condition, and operating results.
A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.
A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS.
In addition to the risk of tenants being unable to make regular rent payments, certain of our tenants who may depend on debt and leverage could be especially susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their debt.
Some of our tenants could be susceptible to bankruptcy, which would affect our ability to generate rents from them and therefore negatively affect our results of operations. 16 Table of Contents In addition to the risk of tenants being unable to make regular rent payments, certain of our tenants who may depend on debt and leverage could be especially susceptible to bankruptcy in the event that their cash flows are insufficient to satisfy their debt.
Because we must distribute a substantial portion of our net income to maintain our qualification as a REIT, we will be largely dependent on third-party sources of capital to fund our future capital needs. 19 Table of Content To maintain our qualification as a REIT, we generally must distribute to our stockholders at least 90% of our taxable income each year, excluding net capital gains.
Because we must distribute a substantial portion of our net income to maintain our qualification as a REIT, we will be largely dependent on third-party sources of capital to fund our future capital needs.
This capital may not be available on favorable terms or at all. Our access to additional capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings.
Our access to additional capital depends on a number of things, including the market’s perception of our growth potential and our current and potential future earnings.
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. If our tenants fail to comply with applicable labor regulations, it could have an adverse effect on our ability to make distributions to our stockholders.
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.
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, bushes, or vines and therefore cannot easily be rotated to adapt to changing environmental or market conditions. 17 Table of Content In addition, permanent crops, which can generally endure long periods of time from harvest to consumption, allow for global shipment and trade.
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, bushes, or vines and therefore cannot easily be rotated to adapt to changing environmental or market conditions.
Partly due to the continued elevated levels of the federal funds rate and the uncertainty over future actions of the Federal Reserve, borrowing costs remain high.
Federal Reserve is a major participant in, and its actions significantly impact, the real estate debt markets. Partly due to the continued elevated levels of the federal funds rate and the uncertainty over future actions of the Federal Reserve, borrowing costs remain high.
As a result, permanent crop farms typically have a higher risk profile than annual row crop farms. Market conditions for certain permanent crops may continue at depressed levels for the foreseeable future.
This will generally provide for less price stability of the harvested crop and therefore less stability of the underlying land value for cropland producing permanent crops. As a result, permanent crop farms typically have a higher risk profile than annual row crop farms. Market conditions for certain permanent crops may continue at depressed levels for the foreseeable future.
Therefore, in the event of our bankruptcy, liquidation, or reorganization, claims of holders of our currently-designated preferred securities will be satisfied only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full. 31 Table of Content We intend to apply for quotation on Nasdaq for the Series E Preferred Stock in the future; however, there is currently no public market for this security.
Therefore, in the event of our bankruptcy, liquidation, or reorganization, claims of holders of our currently-designated preferred securities 31 Table of Contents will be satisfied only after all of our and the Operating Partnership’s and its subsidiaries’ liabilities and obligations have been paid in full.
Additionally, shifts in federal immigration policy could adversely affect the overall farming labor market, which could result in upward pressure on wages for farm labor and adversely affect our tenants’ profitability and ability to pay rent, which could in turn adversely affect our results of operations. 22 Table of Content The presence of endangered or threatened species on or near our acquired farmland could restrict the activities of our agricultural tenants, which could in turn have a material adverse impact on the value of our assets and our results of operations.
Additionally, shifts in federal immigration policy could adversely affect the overall farming labor market, which could result in upward pressure on wages for farm labor and adversely affect our tenants’ profitability and ability to pay rent, which could in turn adversely affect our results of operations.
Although we engage in customary mitigating activities, the departure of any of our executive officers or key personnel of our Adviser or Administrator, as applicable, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. 24 Table of Content Our success will continue to depend on the performance of our Adviser and if our Adviser makes inadvisable investment or management decisions, our operations could be materially adversely impacted.
Although we engage in customary mitigating activities, such as succession planning, the death, disability, or unplanned departure of any of our executive officers or key personnel of our Adviser or Administrator, as applicable, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.
Changes to the U.S. federal income tax laws and interpretations of U.S. federal tax laws could adversely affect an investment in our common stock. 30 Table of Content Risks Relating to the Market for our Common Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Term Preferred Stock, and Series E Preferred Stock Future issuances and sales of shares of our common stock, our currently-designated preferred securities, future series of preferred securities, or the perception that such issuances will occur, may have adverse effects on the trading prices of our shares.
Risks Relating to the Market for our Common Stock and our Currently-Designated Preferred Securities Future issuances and sales of shares of our common stock, our currently-designated preferred securities, future series of preferred securities, or the perception that such issuances will occur, may have adverse effects on the trading prices of our shares.
The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.
A failure to pay amounts due to lenders or redeem shares of our 20 Table of Content Series D Term Preferred Stock under the mandatory redemption requirement may result in a default on our obligations and result in certain penalties, such as increased interest rates.
A failure to pay amounts due to lenders may result in a default on our obligations and result in certain penalties, such as increased interest rates.
State, county, and federal governments have also implemented a number of regulations governing labor practices used in connection with farming operations. For example, these regulations seek to provide for minimum wages and minimum and maximum work hours, as well as to restrict the hiring of illegal immigrants.
For example, these regulations seek to provide for minimum wages and minimum and maximum work hours, as well as to restrict the hiring of illegal immigrants.
Future decisions on the federal funds rate will depend on a variety of key economic indicators, including inflation and the unemployment rate, among others. Any future increases may cause interest rates and borrowing costs to rise even further, which may negatively impact our ability to access the debt markets on favorable terms.
Any future increases may cause interest rates and borrowing costs to rise even further, which may negatively impact our ability to access the debt markets on favorable terms. Any prolonged adverse economic conditions could have a material adverse effect on our business, financial condition, and results of operations.
We anticipate that the aggregate value of any TRS stock and securities owned by us will be less than 20% of the value of our total assets, including the TRS stock and securities. We will evaluate all of our transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax.
We will evaluate all of our transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax. There can be no assurance, however, that we will be able to comply with the TRS limitation or to avoid application of the 100% excise tax.
While the Federal Reserve recently cut the interest rate for the first time in four years in September 2024, but have held rates flat thus far in 2025 and may announce further increases in the future, causing interest rates and borrowing costs to remain high or rise even further, which may negatively impact our ability to access the debt markets on favorable terms and the market value of our capital stock.
Any decision by the Federal Reserve that causes interest rates and borrowing costs to remain high or rise even further may negatively impact our ability to access the debt markets on favorable terms and the market value of our capital stock.
Alternatively, the amount of our REIT taxable income could be recalculated, which could cause us to fail the distribution test for REIT qualification. 29 Table of Content Investments in our common stock may not be suitable for pension or profit-sharing trusts, Keogh Plans or individual retirement accounts (“IRAs”).
Investments in our common stock may not be suitable for pension or profit-sharing trusts, Keogh Plans or individual retirement accounts (“IRAs”).
In addition, in general, no more than 5% of the value of our assets other than government securities, securities of TRSs, and qualified real estate assets can consist of the securities of any one issuer, and no more than 20% (or 25% for taxable years ended on or before December 31, 2017) of the value of our total assets can be represented by securities of one or more TRSs. 28 Table of Content If we fail to comply with these requirements, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences.
In addition, in general, no more than 5% of the value of our assets other than government securities, securities of TRSs, and qualified real estate assets can consist of the securities of any one issuer, and no more than 25% (20% for taxable years beginning after December 31, 2017, and before January 1, 2026) of the value of our total assets can be represented by securities of one or more TRSs.
Because of this distribution requirement, it is not likely that we will be able to fund a significant portion of our future capital needs, including property acquisitions, from retained earnings. Therefore, we may acquire additional capital from the issuance of securities senior to our common shares, including borrowings or other indebtedness, preferred shares, or the issuance of other securities.
Therefore, we may acquire additional capital from the issuance of securities senior to our common shares, including borrowings or other indebtedness, preferred shares, or the issuance of other securities. This capital may not be available on favorable terms or at all.
As a result, permanent crops are usually less insulated from the global produce market volatility than annual row crops. This will generally provide for less price stability of the harvested crop and therefore less stability of the underlying land value for cropland producing permanent crops.
In addition, permanent crops, which can generally endure long periods of time from harvest to consumption, allow for global shipment and trade. As a result, permanent crops are usually less insulated from the global produce market volatility than annual row crops.
Any such redemptions may occur at a time that is unfavorable to stockholders.
Our currently-designated preferred securities all bear a risk of redemption by us. We may voluntarily redeem some or all of our currently-designated preferred securities. Any such redemptions may occur at a time that is unfavorable to stockholders.
We own several farms subject to leases that include a participation rent component based on the annual gross revenues earned on the respective farm; however, the majority of these leases also include a guarantee of a minimum amount of rental income that generally satisfies our investment return criteria.
We own several farms subject to leases that include a participation rent component based on the annual gross revenue earned on the respective farm, and we anticipate entering into additional leases with participation rent components, particularly on farmland growing permanent crops.
A significant change in interest rates could have an adverse impact on our results of operations. While the U.S. Federal Reserve increased the federal funds rate 11 times from March 2022 through July 2023, they cut the interest rate for the first time in four years in September 2024 but have held rates flat thus far in 2025.
A significant change in interest rates could have an adverse impact on our results of operations. Future decisions by the U.S. Federal Reserve on the federal funds rate will depend on a variety of key economic indicators, including inflation and the unemployment rate, among others.
As a result, we may be required to dispose of otherwise attractive investments to satisfy REIT requirements. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.
If we fail to comply with these requirements, we must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse tax consequences. As a result, we may be required to dispose of otherwise attractive investments to satisfy REIT requirements.
Removed
We may not be able to make distributions in the future. In addition, some of our distributions may include a return of capital.
Added
These risks may harm our farming operations and have a material adverse effect on our results of operations and cash flow.
Removed
Some of our tenants could be susceptible to bankruptcy, which would affect our ability to generate rents from them and therefore negatively affect our results of operations.
Added
If we do not have sufficient cash available for distribution 15 Table of Contents generated by our assets to pay the distributions set by our Board of Directors, or if cash available for distribution decreases in future periods, the market price of our common stock could decrease.
Removed
While we do not generally intend for participation rents to make up a significant portion of our overall leased portfolio, we anticipate entering into additional leases with participation rent components.
Added
Existing or new tariffs imposed on foreign goods imported by the U.S. or on U.S. goods imported by foreign countries could subject us or our tenants to additional risks.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRelevant examples of such efforts include but are not limited to: ▪ implementation of industry-leading Cloud solutions and business applications which possess integrated cybersecurity safeguards; ▪ anti-malware, antivirus, and threat detection software; ▪ ransomware containment and isolation software; ▪ enhanced password requirements and multifactor authentication requirements; ▪ endpoint encryption; ▪ intrusion detection and response system conduct file integrity monitoring; ▪ email archiving, firewalls, and quarantine capabilities; ▪ mobile device management of business applications; ▪ frequent systems backups with recovery capabilities; and ▪ regular vulnerability scans and penetration testing.
Biggest changeRelevant examples of such efforts include but are not limited to: 32 Table of Contents ▪ implementation of industry-leading Cloud solutions and business applications which possess integrated cybersecurity safeguards; ▪ anti-malware, antivirus, and threat detection software; ▪ ransomware containment and isolation software; ▪ enhanced password requirements and multifactor authentication requirements; ▪ endpoint encryption; ▪ intrusion detection and response system conduct file integrity monitoring; ▪ email archiving, firewalls, and quarantine capabilities; ▪ mobile device management of business applications; ▪ frequent systems backups with recovery capabilities; and ▪ regular vulnerability scans and penetration testing.
The ISP proposes recommendations for improvements to our Adviser’s Head of Resource Management, Director of IT, and Chief Compliance Officer (“CCO”), which are then considered by other officers and employees of our Adviser and Administrator 32 Table of Content working on our behalf before improvements are implemented to our information technology strategy, cybersecurity, and incident response policies, processes, and procedures.
The ISP proposes recommendations for improvements to our Adviser’s Head of Resource Management, Director of IT, and Chief Compliance Officer (“CCO”), which are then considered by other officers and employees of our Adviser and Administrator working on our behalf before improvements are implemented to our information technology strategy, cybersecurity, and incident response policies, processes, and procedures.
These managers, as well as other management personnel, attend various professional continuing education programs that include cybersecurity matters. Certain members of our Board of Directors have, or previously held, positions with other companies, including other public companies, that involved managing risks associated with their cyber and information technology systems.
These managers, as well as other management personnel, attend various professional continuing education programs that include cybersecurity matters. Certain members of our Board of Directors have, or previously held, positions with other companies, including other 33 Table of Contents public companies, that involved managing risks associated with their cyber and information technology systems.
The reports are distributed to our Board of Directors, and our CCO engages in detailed discussions with the independent board members during the independent members’ session. The reports cover all potentially material cybersecurity threats facing us, as well as key 33 Table of Content risks and mitigation efforts undertaken by us and our Adviser and Administrator.
The reports are distributed to our Board of Directors, and our CCO engages in detailed discussions with the independent board members during the independent members’ session. The reports cover all potentially material cybersecurity threats facing us, as well as key risks and mitigation efforts undertaken by us and our Adviser and Administrator.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table provides certain summary information about the 157 farms we owned as of December 31, 2024 (dollars in thousands, except for footnotes): Location No. of Farms Total Acres Farm Acres Acre-feet of Water Assets Net Cost Basis (1) Encumbrances (2) California (3)(4)(5) 63 34,845 32,321 55,387 $ 840,374 $ 372,780 Florida (6) 25 18,720 13,891 — 166,471 76,917 Washington 6 2,520 2,004 — 56,171 15,196 Arizona (7) 6 6,320 5,333 — 49,840 11,939 Colorado 12 32,773 25,577 — 45,579 13,849 Nebraska (6) 9 7,782 7,050 — 29,898 9,912 Oregon (8) 6 898 736 — 28,991 10,873 Michigan 12 1,245 778 — 15,204 8,663 Texas 1 3,667 2,219 — 8,026 — Maryland 6 987 863 — 7,948 4,218 South Carolina 3 597 447 — 3,452 2,100 Georgia 2 230 175 — 2,222 1,600 North Carolina 2 310 295 — 2,076 — New Jersey 3 116 101 — 2,059 1,185 Delaware 1 180 140 — 1,280 677 Totals 157 111,190 91,930 55,387 $ 1,259,591 $ 529,909 (1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization.
Biggest changeThe following table provides certain summary information about the 144 farms we owned as of December 31, 2025 (dollars in thousands, except for footnotes): Location No. of Farms Total Acres Farm Acres Acre-feet of Water Assets Net Cost Basis (1) Encumbrances (2) California (3)(4)(5) 63 34,845 32,321 55,532 $ 816,801 $ 356,838 Florida 18 10,412 8,635 — 112,960 45,824 Washington 6 2,520 2,004 — 51,162 14,489 Arizona (6) 6 6,320 5,333 — 48,225 11,642 Colorado 10 31,448 24,513 — 38,077 8,924 Oregon (7) 6 898 736 — 29,180 10,421 Nebraska 7 5,223 4,949 — 19,743 9,466 Michigan 12 1,245 778 — 14,676 8,455 Texas 1 3,667 2,219 — 9,329 — Maryland 6 987 863 — 7,843 4,086 South Carolina 3 597 447 — 3,362 2,051 Georgia 2 230 175 — 2,247 1,553 New Jersey 3 116 101 — 2,025 1,147 Delaware 1 180 140 — 1,265 656 Totals 144 98,688 83,214 55,532 $ 1,156,895 $ 475,552 (1) Consists of the initial acquisition price (including the costs allocated to both tangible and intangible assets acquired and liabilities assumed), plus subsequent improvements and other capitalized costs associated with the properties, and adjusted for accumulated depreciation and amortization.
(2) Excludes approximately $2.4 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets. (3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties.
(2) Excludes approximately $1.9 million of debt issuance costs related to notes and bonds payable, included in Notes and bonds payable, net on the accompanying Consolidated Balance Sheets. (3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties.
Specifically, includes Total real estate, net and Lease intangibles, net; plus Real estate and related assets held for sale, net; plus long-term water assets, net above-market lease values, net lease incentives, and net investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Consolidated Balance Sheets.
Specifically, includes Total real estate, net and Lease intangibles, net; plus long-term water assets and related acquisition costs, net above-market lease values, net lease incentives, and net investments in special-purpose LLCs included in Other assets, net; and less net below-market lease values and other deferred revenue included in Other liabilities, net; each as shown on the accompanying Consolidated Balance Sheets.
As of December 31, 2024, these two ground leases had a net cost basis of approximately $651,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets.
As of December 31, 2025, these two ground leases had a net cost basis of approximately $613,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets.
As of December 31, 2024, this investment had a net carrying value of approximately $962,000 and is included within Other assets, net on the accompanying Consolidated Balance Sheet.
As of December 31, 2025, this investment had a net carrying value of approximately $974,000 and is included within Other assets, net on the accompanying Consolidated Balance Sheet.
(5) Includes 48,309 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, and 7,078 surplus water credits in our account with Westlands Water District, located in Fresno County, California. See Note 3, “ Real Estate and Intangible Assets—Investments in Water Assets, ” in the accompanying notes to our consolidated financial statements for additional information.
(5) Includes 48,309 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, and 7,223 surplus water credits in our account with Westlands Water District, located in Fresno County, California. See Note 5, “ Investments in Water Assets, ” for additional information.
As of December 31, 2024, these ground leases had an aggregate net cost basis of approximately $42,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets. (8) Includes ownership in a special-purpose LLC that owns certain irrigation infrastructure that provides water to two of our farms.
(7) Includes ownership in a special-purpose LLC that owns certain irrigation infrastructure that provides water to two of our farms. As of December 31, 2025, this investment had a net carrying value of approximately $4.8 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.
(6) Includes certain properties classified as held for sale; see Note 3, “ Real Estate and Intangible Assets—Real Estate Held for Sale, ” in the accompanying notes to our consolidated financial statements for additional information. 34 Table of Content (7) Includes two farms consisting of 1,368 total acres and 1,221 farm acres in which we own leasehold interests via two ground leases with the State of Arizona that expire in February 2025 and February 2032, respectively.
(6) Includes two farms consisting of 1,368 total acres and 1,221 farm acres in which we own leasehold interests via two ground leases with the State of Arizona that expire in February 2032 and February 2035, respectively. As of December 31, 2025, the aggregate net cost basis of these ground leases was zero.
Removed
As of December 31, 2024, this investment had a net carrying value of approximately $4.7 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer Purchaser of Equity Securities On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our Series B Preferred Stock and up to $35.0 million of our Series C Preferred Stock (collectively, the “Repurchase Program”).
Biggest changeIssuer Purchases of Equity Securities On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and up to $35.0 million of our 6.00% Series C Preferred Stock, par value $0.001 (the “Series C Preferred Stock”) (collectively, the “2024 Repurchase Program”).
After a mandatory one-year holding period, our OP Units are redeemable at the option of the holder for cash or, at our election, shares of our common stock on a one-for-one basis. OP Unit Redemptions Since January 1, 2024, through the date of this filing, no OP Units were tendered for redemption.
After a mandatory one-year holding period, our OP Units are redeemable at the option of the holder for cash or, at our election, shares of our common stock on a one-for-one basis. OP Unit Redemptions Since January 1, 2025, through the date of this filing, no OP Units were tendered for redemption.
There are currently no OP Units outstanding other than those owned by the Company. Sale of Unregistered Securities We did not sell any unregistered shares of stock during the three months or year ended December 31, 2024.
There are currently no OP Units outstanding other than those owned by the Company. Sale of Unregistered Securities We did not sell any unregistered shares of stock during the three months or year ended December 31, 2025.
Under the Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S. exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws. 36 Table of Content Any repurchases will be made during applicable trading window periods or pursuant to applicable Rule 10b5-1 trading plans.
Under the 2025 Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S. exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws. Any repurchases will be made during applicable trading window periods or pursuant to Rule 10b5-1 trading plans.
For federal income tax purposes, distributions to our stockholders generally consist of ordinary income, capital gains, nontaxable return of capital, or a combination of those items.
For federal income tax purposes, distributions to our stockholders generally consist of ordinary income, capital gains, non-taxable return of capital, or a combination of those items.
Stockholder Information As of February 10, 2025: • there were 18 registered holders of record and 57,408 beneficial owners of our common stock; and • other than those owned by the Company, there were no holders of record or beneficial owners of our OP Units.
Stockholder Information As of February 13, 2026: • there were 18 registered holders of record and 52,742 beneficial owners of our common stock; and • other than those owned by the Company, there were no holders of record or beneficial owners of our OP Units.
The Board’s authorization of the Repurchase Program may be suspended or discontinued at any time, does not obligate us to acquire any particular amount of securities, and expires on May 17, 2025.
The Board of Directors’ authorization of the 2025 Repurchase Program may be suspended at any time, does not obligate us to acquire any particular amount of securities, and expires on July 10, 2026.
Removed
We currently have $17.6 million of Series B Preferred Stock remaining and $30.8 million of Series C Preferred Stock remaining that may be repurchased under the Repurchase Program.
Added
The Board of Directors’ authorization of the 2024 Repurchase Program expired on May 17, 2025. 35 Table of Contents On July 11, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $20.0 million of our Series B Preferred Stock and up to $35.0 million of our Series C Preferred Stock (collectively, the “2025 Repurchase Program”).
Removed
The following table summarizes repurchase activity under the Repurchase Program during the year ended December 31, 2024 (dollars in thousands, except per-share amounts): For the year ended December 31, 2024 Series B Preferred Stock: Number of shares repurchased 115,176 Gross repurchase price (1) $2,429 Weighted-average repurchase price per share $21.09 Gain on repurchase (2) $133 Series C Preferred Stock: Number of shares repurchased 201,646 Gross repurchase price (1) $4,201 Weighted-average repurchase price per share $20.83 Gain on repurchase (2) $372 (1) Inclusive of broker commissions.
Added
No shares of Series B Preferred Stock or Series C Preferred Stock were repurchased under either the 2024 Repurchase Program or the 2025 Repurchase Program during the year ended December 31, 2025.
Removed
(2) The gain on the repurchase of cumulative redeemable preferred stock is included within Gain (loss) on extinguishment of cumulative redeemable preferred stock, net on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
Removed
We did not purchase any class of our equity securities registered under Section 12 of the Exchange Act during the three months or year ended December 31, 2023.
Removed
Stock Performance Graph The following graph compares the cumulative stockholder return (assuming reinvestment of distributions) of our common stock with that of the Standard and Poor’s 500 Index (“S&P 500”) and the FTSE NAREIT All REIT Index (“FNAR”), which is a market capitalization-weighted index that includes all REITs that are listed on the New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market List.
Removed
The stock performance graph assumes $100 was invested on December 31, 2019. 37 Table of Content As of December 31, Index 2019 2020 2021 2022 2023 2024 LAND $ 100.00 $ 117.37 $ 277.29 $ 154.12 $ 125.61 $ 94.21 S&P 500 100.00 116.26 147.52 118.84 147.64 182.05 FNAR 100.00 90.26 123.57 88.08 94.89 93.73

Item 7. Management's Discussion & Analysis

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

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Biggest changeRelated-Party Fees The following table provides the calculations of the base management and incentive fees due to our Advisor pursuant to the Advisory Agreement for the years ended December 31, 2024 and 2023 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 6, “Related-Party Transactions,” within the accompanying notes to our consolidated financial statements): 49 Table of Content Quarters Ended Year to Date March 31 June 30 September 30 December 31 FY 2024 Fee Calculations: Base Management Fee: Gross Tangible Real Estate (1)(2) $ 1,437,812 $ 1,384,228 $ 1,380,264 $1,378,060 Quarterly rate 0.150 % 0.150 % 0.150 % 0.150 % Base management fee (3) $ 2,157 $ 2,076 $ 2,070 $ 2,067 $ 8,370 Incentive Fee: Total Adjusted Common Equity (1)(2) $ 344,128 $ 346,578 $ 334,913 $ 324,105 First hurdle quarterly rate 1.750 % 1.750 % 1.750 % 1.750 % First hurdle threshold $ 6,022 $ 6,065 $ 5,861 $ 5,672 Second hurdle quarterly rate 2.1875 % 2.1875 % 2.1875 % 2.1875 % Second hurdle threshold $ 7,528 $ 7,581 $ 7,326 $ 7,090 Pre-Incentive Fee FFO (1) $ 5,988 $ 4,974 $ 5,970 $ 3,955 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ — $ 109 $ — 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold — — — — Total Incentive fee (3) $ — $ — $ 109 $ — $ 109 Incentive fee waiver (3) — — (109) — (109) Incentive fee, net $ — $ — $ — $ — $ — Total fees due to Adviser, net $ 2,157 $ 2,076 $ 2,070 $ 2,067 $ 8,370 FY 2023 Fee Calculations: Base Management Fee: Gross Tangible Real Estate (1)(2) $ 1,432,394 $ 1,431,761 $ 1,433,713 $ 1,437,268 Quarterly rate 0.150 % 0.150 % 0.150 % 0.150 % Base management fee (3) $ 2,149 $ 2,148 $ 2,150 $ 2,156 $ 8,603 Incentive Fee: Total Adjusted Common Equity (1)(2) $ 358,689 $ 362,411 $ 360,339 $ 353,412 First hurdle quarterly rate 1.750 % 1.750 % 1.750 % 1.750 % First hurdle threshold $ 6,277 $ 6,342 $ 6,306 $ 6,185 Second hurdle quarterly rate 2.1875 % 2.1875 % 2.1875 % 2.1875 % Second hurdle threshold $ 7,846 $ 7,928 $ 7,882 $ 7,731 Pre-Incentive Fee FFO (1) $ 5,303 $ 4,400 $ 7,095 $ 7,167 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ — $ 789 $ 982 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold — — — — Total Incentive fee (3) $ — $ — $ 789 $ 982 $ 1,771 Total fees due to Adviser, net $ 2,149 $ 2,148 $ 2,939 $ 3,138 $ 10,374 50 Table of Content (1) As defined in the Advisory Agreement.
Biggest changeRelated-Party Fees The following table provides the calculations of the base management, incentive, and capital gains fees (as applicable) due to our Advisor pursuant to the Advisory Agreement for the years ended December 31, 2025 and 2024 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 8, “Related-Party Transactions,” within the accompanying notes to our consolidated financial statements): Quarters Ended Year to Date March 31 June 30 September 30 December 31 FY 2025 Fee Calculations: Base Management Fee: Gross Tangible Real Estate (1)(2) $ 1,372,260 $ 1,326,588 $ 1,327,849 $1,311,339 Quarterly rate 0.150 % 0.150 % 0.150 % 0.150 % Base management fee (3) $ 2,058 $ 1,990 $ 1,992 $ 1,967 $ 8,007 47 Table of Contents Incentive Fee: Total Adjusted Common Equity (1)(2) $ 318,209 $ 322,245 $ 303,296 $ 295,439 First hurdle quarterly rate 1.750 % 1.750 % 1.750 % 1.750 % First hurdle threshold $ 5,569 $ 5,639 $ 5,308 $ 5,170 Second hurdle quarterly rate 2.1875 % 2.1875 % 2.1875 % 2.1875 % Second hurdle threshold $ 6,961 $ 7,049 $ 6,635 $ 6,463 Pre-Incentive Fee FFO (1) $ 2,139 $ (3,346) $ 1,744 $ 13,613 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ — $ — $ 1,293 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold — — — 1,430 Total Incentive fee (3) $ — $ — $ — $ 2,723 $ 2,723 Incentive fee waiver (3) — — — (2,723) (2,723) Incentive fee, net $ — $ — $ — $ — $ — Capital Gains Fee: Aggregate net realized capital gains (1) $ 5,443 $ 2,769 $ 3,848 $ 167 Capital gains fee rate 15.0 % 15.0 % 15.0 % 15.0 % Cumulative capital gains fee $ 816 $ 415 $ 577 $ 25 Less capital gains fees recorded in prior periods (4) $ (628) $ (628) $ (628) $ (628) Total Capital Gains Fee (3)(5) $ 188 $ (188) $ — $ — $ — Total fees due to Adviser, net $ 2,246 $ 1,802 $ 1,992 $ 1,967 $ 8,007 FY 2024 Fee Calculations: Base Management Fee: Gross Tangible Real Estate (1)(2) $ 1,437,812 $ 1,384,228 $ 1,380,264 $ 1,378,060 Quarterly rate 0.150 % 0.150 % 0.150 % 0.150 % Base management fee (3) $ 2,157 $ 2,076 $ 2,070 $ 2,067 $ 8,370 Incentive Fee: Total Adjusted Common Equity (1)(2) $ 344,128 $ 346,578 $ 334,913 $ 324,105 First hurdle quarterly rate 1.750 % 1.750 % 1.750 % 1.750 % First hurdle threshold $ 6,022 $ 6,065 $ 5,861 $ 5,672 Second hurdle quarterly rate 2.1875 % 2.1875 % 2.1875 % 2.1875 % Second hurdle threshold $ 7,528 $ 7,581 $ 7,326 $ 7,090 Pre-Incentive Fee FFO (1) $ 5,988 $ 4,974 $ 5,970 $ 3,955 100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ — $ 109 $ — 20% of Pre-Incentive Fee FFO in excess of second hurdle threshold — — — — Total Incentive fee (3) $ — $ — $ 109 $ — $ 109 Incentive fee waiver (3) — — (109) — (109) Incentive fee, net $ — $ — $ — $ — $ — 48 Table of Contents Total fees due to Adviser, net $ 2,157 $ 2,076 $ 2,070 $ 2,067 $ 8,370 (1) As defined in the Advisory Agreement.
Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.
Our Adviser and our Administrator collectively employ all of our personnel and directly pay their salaries, benefits, and general expenses.
Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to execute new leases or renew the existing leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Equity Activity Series E Preferred Stock On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering of up to 8,000,000 shares of our Series E Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Series E Offering”).
Equity Activity Series E Preferred Stock On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our Series E Preferred Stock, on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share.
Purchase Price Allocation When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, lease origination costs, and tenant relationships, based in each case on their fair values.
Purchase Price Allocation When we acquire real estate, we allocate the purchase price to: (i) the tangible assets acquired and liabilities assumed, consisting primarily of land, improvements (including irrigation and drainage systems), permanent plantings, and farm-related facilities and, if applicable, (ii) any identifiable intangible assets and liabilities, which primarily consist of the values of above- and below-market leases, in-place lease values, and lease origination costs, and tenant relationships, based in each case on their fair values.
In addition, we have elected for Land Advisers, a wholly-owned subsidiary of ours, to be treated as a TRS. Our Adviser manages our real estate portfolio pursuant to an advisory agreement, and our Administrator provides administrative services to us pursuant to an administration agreement.
In addition, we have elected for Land Advisers, an indirect wholly-owned subsidiary of ours, to be treated as a TRS. Our Adviser manages our real estate portfolio pursuant to an advisory agreement, and our Administrator provides administrative services to us pursuant to an administration agreement.
Base Management Fee Pursuant to the Advisory Agreement, a base management fee is paid quarterly in arrears and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
Base Management Fee Pursuant to the Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
Leases General Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs.
Leases General Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs .
Leasing Activity The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2024, through the date of this filing (dollars in thousands, except for footnotes): PRIOR LEASES NEW LEASES (1) Farm Locations Number of Leases Total Farm Acres Total Annualized Straight-line Rent (2) # of Leases with Participation Rents Lease Structures (# of NNN / NN / N) (3) Total Annualized Straight-line Rent (2) Wtd.
Leasing Activity The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2025, through the date of this filing (dollars in thousands, except for footnotes): PRIOR LEASES NEW LEASES (1) Farm Locations Number of Leases Total Farm Acres Total Annualized Straight-line Rent (2) # of Leases with Participation Rents Lease Structures (# of NNN / NN / N) (3) Total Annualized Straight-line Rent (2) Wtd.
We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock.
We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall 52 Table of Contents performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination of any fee credits, and declarations of distributions on our common stock.
To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility. Farm Credit and Other Lenders Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 4, “ Borrowings ,” within the accompanying notes to our consolidated financial statements).
To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility. Farm Credit and Other Lenders Since September 2014, we have closed on multiple loans with various different Farm Credit associations (for additional information on these associations, see Note 6, “ Borrowings ,” within the accompanying notes to our consolidated financial statements).
We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2024.
We consider these policies to be critical because they involve estimates and assumptions that require complex, subjective, or significant judgments in their application and that materially affect our results of operations. There were no material changes in our critical accounting policies during the year ended December 31, 2025.
The fluctuation in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases.
The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases.
ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and 45 Table of Content liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
ASC 360 further requires that the purchase price of real estate be allocated to (i) the tangible assets acquired and liabilities assumed, and, if applicable, (ii) any identifiable intangible assets and liabilities, by valuing the property as if it was vacant, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.
In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the results of which will not be known until the second half of 2025 or later.
In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the final results of which will not be known until the second half of 2026 or later.
We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational 54 Table of Content performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO.
We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”) as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO.
Operating Commitments and Obligations See Note 7, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Operating Commitments and Obligations See Note 9, “Commitments and Contingencies,” in the accompanying notes to our consolidated financial statements for additional discussion around certain operating and ground lease obligations.
Farm Credit Notes Payable—Interest Patronage From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”).
Farm Credit Notes Payable—Interest Patronage 41 Table of Contents From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”).
Our Adviser earned incentive fees during each of the years ended December 31, 2024 and 2023 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreement) exceeding the required hurdle rate of the applicable equity base during the third quarter of 2024 and during each of the third and fourth quarters of 2023.
Our Adviser earned incentive fees during each of the years ended December 31, 2025 and 2024 due to our Pre-Incentive Fee FFO (as defined in the Advisory Agreement) exceeding the required hurdle rate of the applicable equity base during the fourth quarter of 2025 and during the third quarter of 2024.
Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the current year include additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the prior year included additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Our 2023 Registration Statement (as defined in Note 8, “Equity—Registration Statement,” within the accompanying notes to our consolidated financial statements) permits us to issue up to an aggregate of $1.5 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more of such securities.
Equity Capital Our 2023 Registration Statement (as defined in Note 10, “Equity—Registration Statement,” in the accompanying notes to our consolidated financial statements) permits us to issue up to an aggregate of $1.5 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate or concurrent offerings of two or more of such securities.
We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credits, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our Series E Preferred Stock, OP Units through our Operating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credit, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, OP Units through our Operating Partnership as consideration for future acquisitions and shares of common stock through our ATM Program), and other secured and unsecured borrowings.
However, during the third quarter of 2024, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the entire incentive fee earned during the quarter.
However, during both the fourth quarter of 2025 and the third quarter of 2024, our Adviser granted us a non-contractual, unconditional, and irrevocable waiver to be applied against the entire incentive fee earned during the quarter.
In addition, the weighted-average remaining term of our notes and bonds payable is approximately 7.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from increased interest rates in recent years, and we believe we are well-protected against a prolonged high rate environment.
In addition, the weighted-average remaining term of our notes and bonds payable is approximately 6.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from interest rate volatility in recent years, and we believe we are well-protected against a potential prolonged high rate environment.
Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted average interest rate charged on our aggregate borrowings was 3.82% and 3.79% for the years ended December 31, 2024 and 2023, respectively.
Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted average interest rate charged on our aggregate borrowings was 3.80% and 3.82% for the years ended December 31, 2025 and 2024, respectively.
Comparison of Results of Operations for the Years Ended December 31, 2023 and 2022 A comparison of our operating results for the years ended December 31, 2023 and 2022 was included in our Annual Report on Form 10-K for the year ended December 31, 2023, beginning on page 44 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 20, 2024.
Comparison of Results of Operations for the Years Ended December 31, 2024 and 2023 A comparison of our operating results for the years ended years ended December 31, 2024 and 2023 was included in our Annual Report on Form 10-K for the year ended December 31, 2024, beginning on page 46 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the Securities and Exchange Commission, or SEC, on February 19, 2025.
Off-Balance Sheet Arrangements As of December 31, 2024, we did not have any off-balance sheet arrangements.
Off-Balance Sheet Arrangements As of December 31, 2025, we did not have any off-balance sheet arrangements.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our current operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders (including non-controlling OP Unitholders).
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders.
Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned. • Amortization of debt issuance costs .
See Note 3, “ Real Estate and Intangible Assets—Intangible Assets and Liabilities ,” and Note 7, 41 Table of Content “ Commitments and Contingencies—Operating Obligations ,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
See Note 3, “ Real Estate and Intangible Assets—Intangible Assets and Liabilities ,” and Note 9, 40 Table of Contents “ Commitments and Contingencies—Operating Obligations ,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.
Future Capital Needs Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available or as desired, funding capital improvements and, in certain situations, growing costs on existing 52 Table of Content farms, repurchases of preferred shares of preferred stock under our Repurchase Program, and new farmland and farm-related acquisitions consistent with our investment strategy.
Future Capital Needs Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to common stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements and, in certain situations, growing and operational costs on 50 Table of Contents existing farms, repurchasing shares of preferred stock, and funding new farmland and farm-related acquisitions consistent with our investment strategy.
The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the year ended December 31, 2024, was approximately $545.4 million, as compared to approximately $595.8 million for the prior year.
The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the year ended December 31, 2025, was approximately $493.5 million, as compared to approximately $545.4 million for the prior year.
We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability. We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
On a weighted-average basis, these borrowings bore interest at a stated rate of 4.31% and an effective interest rate (after interest patronage, where applicable) of 3.69%.
On a weighted-average basis, these borrowings bore interest at a stated rate of 4.68% and an effective interest rate (after interest patronage, where applicable) of 4.23%.
Our current available liquidity is approximately $193.3 million, consisting of approximately $47.6 million in cash on hand and, based on the current level of collateral pledged, approximately $145.7 million of availability under our credit facility with MetLife (subject to compliance with covenants) and other undrawn lines of credits, notes, or bonds.
Our current available liquidity is approximately $86.4 million, consisting of approximately $6.6 million in cash on hand and, based on the current level of collateral pledged, approximately $79.8 million of availability under our credit facility with MetLife (subject to compliance with covenants) and other undrawn lines of credits, notes, or bonds.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance. 55 Table of Content FFO, CFFO, and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions.
FFO, CFFO, and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions.
The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2024, 2023, and 2022 (dollars in thousands): As of and For the Year Ended December 31, 2024 As of and For the Year Ended December 31, 2023 As of and For the Year Ended December 31, 2022 State No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue California (1) 63 34,845 31.3% $ 58,055 68.5% 63 34,844 30.1% $ 59,143 65.5% 63 34,844 30.1% $ 61,118 68.5% Florida (2) 25 18,720 16.8% 12,055 14.2% 26 22,468 19.4% 15,076 16.7% 26 22,606 19.5% 14,537 16.3% Washington 6 2,520 2.3% 4,291 5.1% 6 2,520 2.2% 4,651 5.1% 6 2,529 2.2% 3,401 3.8% Colorado 12 32,773 29.5% 2,645 3.1% 12 32,773 28.3% 2,564 2.8% 12 32,773 28.3% 2,153 2.4% Arizona 6 6,320 5.7% 2,275 2.7% 6 6,320 5.5% 2,263 2.5% 6 6,320 5.5% 2,100 2.4% Oregon 6 898 0.8% 1,965 2.3% 6 898 0.8% 2,181 2.4% 6 898 0.8% 1,710 1.9% Michigan 12 1,245 1.1% 1,021 1.2% 23 1,892 1.6% 966 1.1% 23 1,892 1.6% 786 0.9% Nebraska (2) 9 7,782 7.0% 892 1.1% 9 7,782 6.7% 1,778 2.0% 9 7,782 6.7% 1,712 1.9% Texas 1 3,667 3.3% 468 0.5% 1 3,667 3.2% 450 0.5% 1 3,667 3.2% 450 0.5% Maryland 6 987 0.9% 466 0.5% 6 987 0.9% 461 0.5% 6 987 0.8% 453 0.5% South Carolina 3 597 0.5% 244 0.3% 3 597 0.5% 244 0.3% 3 597 0.5% 244 0.3% Georgia 2 230 0.2% 224 0.3% 2 230 0.2% 224 0.3% 2 230 0.2% 224 0.3% New Jersey 3 116 0.1% 134 0.2% 3 116 0.1% 129 0.1% 3 116 0.1% 129 0.2% Delaware 1 180 0.2% 76 0.1% 1 180 0.2% 75 0.1% 1 180 0.2% 74 —% North Carolina 2 310 0.3% (48) (0.1)% 2 310 0.3% 114 0.1% 2 310 0.3% 145 0.1% TOTALS 157 111,190 100.0% $ 84,763 100.0% 169 115,584 100.0% $ 90,319 100.0% 169 115,731 100.0% $ 89,236 100.0% (1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands): 38 Table of Contents As of and For the Year Ended December 31, 2025 As of and For the Year Ended December 31, 2024 As of and For the Year Ended December 31, 2023 State No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue No. of Farms Total Acres % of Total Acres Lease Revenue % of Total Lease Revenue California (1) 63 34,845 35.3% $ 49,956 65.6% 63 34,845 31.3% $ 58,055 68.5% 63 34,844 30.1% $ 59,143 65.5% Florida 18 10,412 10.5% 8,975 11.8% 25 18,720 16.8% 12,055 14.2% 26 22,468 19.4% 15,076 16.7% Colorado 10 31,448 31.9% 4,584 6.0% 12 32,773 29.5% 2,645 3.1% 12 32,773 28.3% 2,564 2.8% Washington 6 2,520 2.6% 4,384 5.8% 6 2,520 2.3% 4,291 5.1% 6 2,520 2.2% 4,651 5.1% Arizona 6 6,320 6.4% 2,349 3.1% 6 6,320 5.7% 2,275 2.7% 6 6,320 5.5% 2,263 2.5% Oregon 6 898 0.9% 1,707 2.2% 6 898 0.8% 1,965 2.3% 6 898 0.8% 2,181 2.4% Nebraska 7 5,223 5.3% 1,353 1.8% 9 7,782 7.0% 892 1.1% 9 7,782 6.7% 1,778 2.0% Michigan 12 1,245 1.3% 1,105 1.5% 12 1,245 1.1% 1,021 1.2% 23 1,892 1.6% 966 1.1% Texas 1 3,667 3.7% 547 0.7% 1 3,667 3.3% 468 0.5% 1 3,667 3.2% 450 0.5% Maryland 6 987 1.0% 482 0.6% 6 987 0.9% 466 0.5% 6 987 0.9% 461 0.5% South Carolina 3 597 0.6% 244 0.3% 3 597 0.5% 244 0.3% 3 597 0.5% 244 0.3% Georgia 2 230 0.2% 224 0.3% 2 230 0.2% 224 0.3% 2 230 0.2% 224 0.3% New Jersey 3 116 0.1% 136 0.2% 3 116 0.1% 134 0.2% 3 116 0.1% 129 0.1% Delaware 1 180 0.2% 79 0.1% 1 180 0.2% 76 0.1% 1 180 0.2% 75 0.1% North Carolina — — —% — —% 2 310 0.3% (48) (0.1)% 2 310 0.3% 114 0.1% TOTALS 144 98,688 100.0% $ 76,125 100.0% 157 111,190 100.0% $ 84,763 100.0% 169 115,584 100.0% $ 90,319 100.0% (1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO Pre-Incentive Fee FFO ( expressed as a percentage of Total Adjusted Common Equity ) Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee Administration Agreement Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs.
Quarterly Incentive Fee Based on Pre-Incentive Fee FFO Pre-Incentive Fee FFO ( expressed as a percentage of Total Adjusted Common Equity ) Percentage of Pre-Incentive Fee FFO allocated to Incentive Fee Administration Agreement Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, chief administrative officer, co-general counsels, co-secretaries (Mr.
In addition, we currently have certain properties valued at a total of approximately $147.8 million that are unencumbered and eligible to be pledged as collateral. Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.35% for another 3.6 years.
In addition, we currently have certain properties valued at a total of approximately $185.5 million that are unencumbered and eligible to be pledged as collateral. Approximately 97.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.39% for another 2.7 years.
The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “ Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement ,” within the accompanying notes to our consolidated financial statements.
For information on the capital gains and termination fees, refer to Note 8, “ Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement ,” within the accompanying notes to our consolidated financial statements.
During the three months ended September 30, 2024, we recognized an aggregate impairment charge of approximately $2.1 million on portions of four properties (encompassing a total of 11 farms) located in Michigan due to the estimated fair values being lower than the respective carrying values.
During the year ended December 31, 2024, we recognized an aggregate impairment charge of approximately $2.1 million on portions of four properties (encompassing a total of 11 farms) located in Allegan and Van Buren, Michigan, due to the estimated fair values being lower than the respective carrying values.
To date, we have issued approximately $4.4 million of Series E Preferred Stock, and $6.8 million of common stock under the 2023 Registration Statement. In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
To date, we have issued approximately $4.4 million of Series E Preferred Stock (the offering of which expired on December 31, 2025) and $57.2 million of common stock under the 2023 Registration Statement. In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by the Operating Partnership. Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the OP Units.
In addition, two of our properties (comprising four farms) are currently being directly operated. We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by the Operating Partnership. Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns all of the OP Units.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2024, 2023, and 2022 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts): For the Years Ended December 31, 2024 2023 2022 Net income $ 13,290 $ 14,565 $ 4,716 Less: Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock (1) (23,745) (24,417) (19,718) Net loss attributable to common stockholders and non-controlling OP Unitholders (10,455) (9,852) (15,002) Plus: Real estate and intangible depreciation and amortization 35,055 37,161 35,366 (Less) plus: (Gains) losses on dispositions of real estate assets, net (5,886) (5,208) 3,760 Plus: Impairment charges 2,106 — — Adjustments for unconsolidated entities (2) 67 92 57 FFO available to common stockholders and non-controlling OP Unitholders 20,887 22,193 24,181 Plus: Acquisition- and disposition-related expenses, net 5 149 438 Plus: Other nonrecurring charges, net (3) 349 1,418 1,023 CFFO available to common stockholders and non-controlling OP Unitholders 21,241 23,760 25,642 Net rent adjustments (3,356) (4,519) (3,371) Plus: Amortization of debt issuance costs 990 1,065 1,085 (Less) plus: Other non-cash (receipts) charges, net (4) (2,154) 17 907 AFFO available to common stockholders and non-controlling OP Unitholders $ 16,721 $ 20,323 $ 24,263 Weighted-average shares of common stock outstanding 35,909,956 35,733,742 34,563,460 Weighted-average common non-controlling OP Units outstanding — — 61,714 Weighted-average shares of common shares outstanding, fully diluted 35,909,956 35,733,742 34,625,174 Diluted FFO per weighted-average common share $ 0.58 $ 0.62 $ 0.70 Diluted CFFO per weighted-average common share $ 0.59 $ 0.66 $ 0.74 Diluted AFFO per weighted-average common share $ 0.47 $ 0.57 $ 0.70 Distributions declared per total common share $ 0.56 $ 0.55 $ 0.55 (1) Includes (i) cash dividends paid on our cumulative redeemable preferred stock, (ii) the value of additional shares of Series C Preferred Stock issued pursuant to our dividend reinvestment plan (the “DRIP”), and (iii) the net gain (loss) recognized as a result of shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the years ended December 31, 2025, 2024, and 2023 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts): For the Years Ended December 31, 2025 2024 2023 Net income $ 13,529 $ 13,290 $ 14,565 Less: Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock, net (1) (24,013) (23,745) (24,417) Net loss attributable to common stockholders (10,484) (10,455) (9,852) Plus: Real estate and intangible depreciation and amortization 34,549 35,055 37,161 Less: Gains on dispositions of real estate assets, net (13,882) (5,886) (5,208) Plus: Impairment charges 3,921 2,106 — Adjustments for unconsolidated entities (2) 47 67 92 FFO available to common stockholders 14,151 20,887 22,193 Plus: Acquisition- and disposition-related expenses, net 12 5 149 Plus: Other nonrecurring charges, net (3) 531 349 1,418 CFFO available to common stockholders 14,694 21,241 23,760 Net rent adjustments (1,535) (3,356) (4,519) Plus: Amortization of debt issuance costs 1,247 990 1,065 (Less) plus: Other non-cash (receipts) charges, net (4) (44) (2,154) 17 AFFO available to common stockholders $ 14,362 $ 16,721 $ 20,323 Weighted-average shares of common shares outstanding—basic and diluted 36,506,720 35,909,956 35,733,742 FFO per weighted-average common share—basic and diluted $ 0.39 $ 0.58 $ 0.62 CFFO per weighted-average common share—basic and diluted $ 0.40 $ 0.59 $ 0.66 AFFO per weighted-average common share—basic and diluted $ 0.39 $ 0.47 $ 0.57 Distributions declared per total common share $ 0.56 $ 0.56 $ 0.55 (1) Includes (i) cash dividends paid on our cumulative redeemable preferred stock and (ii) the net gain (loss) recognized as a result of shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
Lease Expirations Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal.
Additionally, 22 of our farms are leased under agreements that include participation rents. Lease Expirations Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal.
In January 2025, we completed the sale of a 5,630-acre farm in Florida for approximately $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.2 million. In February 2025, we completed the sale of two farms in Nebraska totaling 2,559 gross acres for an aggregate sales price of $12.0 million.
In February 2025, we completed the sale of two farms in Nebraska totaling 2,559 gross acres for an aggregate sales price of $12.0 million. Including closing costs, we recognized an aggregate net gain on these sales of approximately $1.6 million.
However, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets that satisfy our investment criteria; however, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
The current Advisory Agreement and the current Administration Agreement were each approved unanimously by our board of directors, including, specifically, our independent directors. A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.
The current Advisory Agreement and the current Administration Agreement were each approved unanimously by our Board of Directors, including, specifically, our independent directors.
As of February 19, 2025: • we owned 150 farms comprised of 103,001 total acres across 15 states in the U.S.; • our occupancy rate (based on farmable acreage and including direct-operated farms) was 95.9% , and our farms were leased to 87 d ifferent, unrelated third-party tenants growing over 60 different types of crops; • the weighted-average remaining lease term across our agricultural real estate holdings was 5.2 years; and • the weighted-average term to maturity of our notes and bonds payable was 7.6 years, and over 99.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 3.6 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.35% over that term.
As of February 24, 2026: • we owned 144 farms comprised of 98,688 total acres across 14 states in the U.S. and 55,532 acre-feet of water assets in California; • our occupancy rate (based on farmable acreage and including direct-operated farms) was 95.0%, and our farms were leased to 82 different, unrelated third-party tenants growing over 60 different types of crops; • the weighted-average remaining agricultural lease term across our farmland holdings was 4.7 years; and • the weighted-average term to maturity of our notes and bonds payable was 6.6 years, and approximately 97.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 2.7 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.39% over that term.
Currently, 95 of our farms are leased on a pure, triple-net basis, 46 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 f a rms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs), 1 farm is direct-operated, and 5 farms are vacant.
Currently, 90 of our farms are leased on a pure, triple-net basis, 38 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), 4 farms are direct-operated by us through third-party management agreements, and 9 farms are vacant.
Term (Years) # of Leases with Participation Rents Lease Structures (# of NNN / NN / N) (3) CA, CO, DE, FL, MD, MI, OR, TX, & WA 24 13,256 $ 12,424 2 15 / 4 / 0 $ 12,291 5.3 3 16 / 8 / 0 (1) In connection with certain of these leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded from the figures above.
Term (Years) # of Leases with Participation Rents Lease Structures (# of NNN / NN / N) (3) CA, CO, & OR 14 16,157 $ 6,899 7 10 / 4 / 0 $ 6,388 5.0 7 10 / 4 / 0 (1) In connection with certain of these leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded from the figures above.
Land values in the western U.S. continue to face significant pressure from the ongoing high interest rate environment and lower crop prices, particularly in almonds, wine grapes, and apples.
Factors Impacting Agricultural Land Values in our Regions of Focus Western U.S. Land values in the western U.S. continue to face pressure from the elevated interest rate environment and a period of lower crop prices, particularly in almonds, wine grapes, and apples.
During the year ended December 31, 2024, we recorded a net capital gain, driven by the sale of a 3,748-acre farm in Florida for approximately $65.7 million, which, after accounting for closing costs, resulted in a net gain of approximately $10.4 million.
During the year ended December 31, 2024, we recorded a net capital gain, driven by the sale of five properties (encompassing 12 farms), which, after accounting for closing costs, resulted in a net gain of approximately $9.9 million.
Same-property Basis – 2024 compared to 2023 Lease revenue from fixed lease payments decreased primarily due to the execution of certain lease agreements in 2024, pursuant to which we agreed to reduce the fixed base rent amounts in exchange for increasing the participation rent components in the leases, the majority of which will be realized in the second half of 2025.
Same-property Basis – 2025 compared to 2024 Lease revenues from fixed lease payments decreased primarily due to the execution of certain lease agreements pursuant to which we agreed to reduce or eliminate the fixed base rent amounts or, in certain cases, provide the tenant with a cash lease incentive, in exchange for significantly increasing the participation rent components in the leases.
For the vacant and direct-operated farms, we are exploring both leasing and sale options and are in discussions with both potential tenants and buyers; however, there can be no guarantee that we will be able to secure agreements at favorable terms, or at all.
We are evaluating both leasing and sale alternatives for each of these farms and are engaged in discussions with prospective tenants and buyers; however, there can be no assurance that we will be able to secure agreements on favorable terms, or at all.
During the years ended December 31, 2024 and 2023, we recognized approximately $453,000 and $79,000, respectively, of non-cash revenue associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms.
In connection with the transfer and storage of surplus water on behalf of third parties using groundwater recharge facilities constructed on certain of our farms, we recognized non-cash revenue of approximately $49,000 and $453,000 during the years ended December 31, 2025 and 2024, respectively.
The following table summarizes the activity under the ATM Program from January 1, 2024, through the date of this filing (dollars in thousands): Number of Shares Sold Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (1) 346,216 $ 13.52 $ 4,680 $ 4,633 43 Table of Content (1) Net of underwriter commissions.
The following table summarizes the activity under the ATM Program from January 1, 2025, through the date of this filing (dollars in thousands): Number of Shares Sold Weighted-average Offering Price Per Share Gross Proceeds Net Proceeds (1) 5,253,748 $ 9.58 $ 50,351 $ 49,848 (1) Net of underwriter commissions.
Advisory Agreement Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs.
Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2024 and 2023 is below (dollars in thousands): For the Years Ended December 31, 2024 2023 $ Change % Change Operating income $ 29,274 $ 33,483 $ (4,209) (12.6)% Other income (expense): Other income 3,378 3,633 (255) (7.0)% Interest expense (21,885) (23,665) 1,780 (7.5)% Dividends declared on cumulative term preferred stock (3,019) (3,019) — —% Gain on dispositions of real estate assets, net 5,886 5,208 678 13.0% Property and casualty loss, net (284) (1,016) 732 (72.0)% Loss from investments in unconsolidated entities (60) (59) (1) 1.7% Total other expense, net (15,984) (18,918) 2,934 (15.5)% Net income 13,290 14,565 (1,275) (8.8)% Net income attributable to non-controlling interests — — — NM Net income attributable to the Company 13,290 14,565 (1,275) (8.8)% Aggregate dividends declared on and gain (loss) recognized on extinguishment of cumulative redeemable preferred stock, net (23,745) (24,417) 672 (2.8)% Net loss attributable to common stockholders $ (10,455) $ (9,852) $ (603) 6.1% NM = Not Meaningful Other Income (Expense) Other income generally consists of interest patronage received from Farm Credit (as defined in Note 4, “ Borrowings ,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments.
A comparison of results of other components contributing to net loss attributable to common stockholders for the years ended December 31, 2025 and 2024 is below (dollars in thousands): For the Years Ended December 31, 2025 2024 $ Change % Change Operating income $ 20,071 $ 29,274 $ (9,203) (31.4)% Other income (expense): Other income 2,508 3,378 (870) (25.8)% Interest expense (20,024) (21,885) 1,861 (8.5)% Dividends declared on cumulative term preferred stock (3,019) (3,019) — —% Gain on dispositions of real estate assets, net 13,882 5,886 7,996 135.8% Property and casualty recovery (loss), net 137 (284) 421 (148.2)% Loss from investments in unconsolidated entities (26) (60) 34 (56.7)% Total other expense, net (6,542) (15,984) 9,442 (59.1)% Net income 13,529 13,290 239 1.8% Aggregate dividends declared on and (loss) gain recognized on extinguishment of cumulative redeemable preferred stock, net (24,013) (23,745) (268) 1.1% Net loss attributable to common stockholders $ (10,484) $ (10,455) $ (29) 0.3% Other Income (Expense) 49 Table of Contents Other income generally consists of interest patronage received from Farm Credit (as defined and further explained in Note 6, “ Borrowings—Farm Credit Notes Payable ,” in the accompanying notes to our consolidated financial statements) and interest earned on short-term investments.
Other – 2024 compared to 2023 Property operating expenses on properties acquired or disposed of decreased due to the sale of one farm in Florida and 11 farms in Michigan during the year ended December 31, 2024.
Other – 2025 compared to 2024 Property operating expenses on properties acquired or disposed of decreased due to the sale of 25 farms subsequent to December 31, 2023.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period.
Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs. 53 Table of Contents Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period.
Other income decreased primarily due to less interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit), partially offset by an increase in additional interest earned on short-term investments due to higher interest rates.
Other income decreased primarily due to less interest earned on short-term investments and a decrease in interest patronage received from Farm Credit (primarily due to decreased borrowings from Farm Credit). Interest expense decreased, primarily due to a decrease in overall borrowings.
Incentive Fee Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity. 44 Table of Content For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that were not treated as a liability for GAAP purposes.
For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP purposes.
In total, 2023 interest patronage resulted in a 22.0% reduction (approximately 101 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “ Borrowings—Farm Credit Notes Payable—Interest Patronage ,” in the accompanying notes to our consolidated financial statements.
For further discussion on interest patronage, refer to Note 6, “ Borrowings—Farm Credit Notes Payable—Interest Patronage ,” in the accompanying notes to our consolidated financial statements.
Regarding the farms currently on non-accrual status, we continue to work with each of the tenants to resolve the outstanding rent amounts and will seek to reach agreements on the remaining payments where possible.
With respect to the farms on non-accrual status, we continue to work with the respective tenants to resolve the outstanding rent amounts and, where possible, will seek to reach agreements on the remaining payments. Such agreements may include establishing payment plans, deferring portions of rent due, or agreeing to terminate the leases.
Critical Accounting Policies The preparation of our financial statements in accordance with GAAP requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates.
Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates.
During the year ended December 31, 2023, we recorded a net capital gain, driven by the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million, which, after accounting for closing costs, resulted in a net gain of approximately $6.4 million.
During the year ended December 31, 2025, we recorded a net capital gain, driven by the sale of six properties (encompassing 13 farms) which, after accounting for closing costs, resulted in a net gain of approximately $21.3 million.
(3) Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of the damage caused to certain improvements by natural disasters on certain of our farms, (ii) costs related to the amendment, termination, and listing of shares from the Series C Offering that were expensed, (iii) the write-off of certain unallocated costs related to a prior universal shelf registration statement, and (iv) costs incurred to implement our share repurchase program. 56 Table of Content (4) Consists of (i) the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP), (ii) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (iii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, and (iv) less non-cash income recorded as a result of additional water assets received as consideration in certain transactions.
(4) Consists primarily of (i) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (ii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, (iii) plus (less) net non-cash expense (income) recorded as a result of additional water assets used (received) in certain transactions, and (iv) for 2023 only, the amount of dividends on the Series C Preferred Stock paid via issuing new shares (pursuant to the DRIP).
Cash Flow Resources The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2024 and 2023 (dollars in thousands): For the Years Ended December 31, 2024 2023 $ Change % Change Net change in cash from: Operating activities $ 29,548 $ 40,081 $ (10,533) (26.3)% Investing activities 63,308 (3,768) 67,076 1,780.1% Financing activities (93,152) (78,883) (14,269) 18.1% Net change in Cash and cash equivalents $ (296) $ (42,570) $ 42,274 99.3% Operating Activities The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.
Cash Flow Resources The following table summarizes total net cash flows for operating, investing, and financing activities for the years ended December 31, 2025 and 2024 (dollars in thousands): For the Years Ended December 31, 2025 2024 $ Change % Change Net change in cash from: Operating activities $ 6,993 $ 29,548 $ (22,555) (76.3)% Investing activities 84,066 63,308 20,758 (32.8)% Financing activities (82,157) (93,152) 10,995 (11.8)% Net change in Cash and cash equivalents $ 8,902 $ (296) $ 9,198 3,107.4% Operating Activities The majority of cash from operating activities is generated from rental payments received from tenants, which is first used to fund property-level operating expenses (including growing costs on direct-operated farms), with any excess cash being primarily used for principal and interest payments on borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.
The decrease was partially offset by additional depreciation expense associated with new capital improvements made on certain of our farms. Property Operating Expenses Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties.
Property Operating Expenses Property operating expenses consist primarily of real estate taxes, repair and maintenance expense, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties.
Fixed lease payments from vacant, direct-operated, or non-accrual properties decreased primarily due to revenue from certain of our leases being recognized on a cash basis during a portion of the year ended December 31, 2024 (rather than a straight-line basis), due to the full collectability of future rental payments under the respective leases being deemed not to be probable as a result of tenant credit issues.
The year-over-year decrease in lease revenues was further impacted by certain of our farms that were vacant, direct-operated (see “ —Crop Sales and Cost of Sales ” below for further discussion), or on which lease revenues were recognized on a cash basis (rather than a straight-line basis), due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues during all or a portion of the year ended December 31, 2025.
The following table provides a summary of the property operating expenses recorded during the years ended December 31, 2024 and 2023 (dollars in thousands): For the Years Ended December 31, 2024 2023 $ Change % Change Same-property basis $ 2,715 $ 2,505 $ 210 8.4% Properties acquired or disposed of 425 501 (76) (15.2)% Vacant, direct-operated properties, or non-accrual, properties 803 508 295 58.1% Tenant-reimbursed property operating expenses (1) 1,391 687 704 102.5% Total Property operating expenses $ 5,334 $ 4,201 $ 1,133 27.0% (1) Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant.
The following table provides a summary of the property operating expenses recorded during the years ended December 31, 2025 and 2024 (dollars in thousands): For the Years Ended December 31, 2025 2024 $ Change % Change Same-property basis $ 6,066 $ 3,338 $ 2,728 81.7% Properties acquired or disposed of 151 605 (454) (75.0)% Tenant-reimbursed property operating expenses (1) 479 1,391 (912) (65.6)% Total Property operating expenses $ 6,696 $ 5,334 $ 1,362 25.5% (1) Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant.
Amounts recorded during the current year include increased reimbursements from certain tenants for costs to delivery water to their farms via a pipeline owned by an unconsolidated entity of ours. Other Operating Revenue Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties.
Amounts recorded during the prior year included increased reimbursements from certain tenants for costs to deliver water to their farms via a pipeline owned by an unconsolidated entity of ours.
We currently have $200,000 outstanding under the lines of credit and approximately $36.3 million outstanding on the term notes. While $213.5 million of the full commitment amount under the MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $110.0 million of availability under the MetLife Facility.
While $205.1 million of the full commitment amount under the MetLife Facility remains undrawn, based on the current level of collateral pledged, we currently have approximately $67.8 million of availability under the MetLife Facility.
Business Environment Impact of Inflation and Interest Rates According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 2.9% through December 31, 2024, as overall inflation continued to decline from its peak in the summer of 2022, when it reached the highest level in over 40 years.
Business Environment Impact of Inflation, Interest Rates, and Tariffs and Trade Inflation According to the U.S. Bureau of Labor Statistics, the Consumer Price Index (“CPI”) rose at an annual rate of 2.7% through December 31, 2025 , reflecting continued moderation from peak inflation levels observed in mid-2022.
Other Operating Expenses General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses.
The changes in the administration fee were driven by our relative utilization of our Administrator’s resources compared with affiliated companies also serviced by our Administrator. Other Operating Expenses General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses.
See Note 3, “ Real Estate and Intangible Assets—Investments in Water Assets ,” within the accompanying notes to our consolidated financial statements for further detail on these water transactions.
See Note 5, “I nvestments in Water Assets ,” within the accompanying notes to our consolidated financial statements for further discussion.
Recent Developments Portfolio Activity—Existing Properties Property Sales In January 2024, we completed the sale of a 3,748-acre farm in Florida for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.
Recent Developments Portfolio Activity—Existing Properties Property Sales In January 2025, we completed the sale of five farms in Florida totaling 5,630 gross acres for an aggregate sales price of $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.1 million.
The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2024 (dollars in thousands): 40 Table of Content Year Number of Expiring Leases (1 ) Expiring / Expired Leased Acreage % of Total Acreage Lease Revenue for the Year Ended December 31, 2024 % of Total Lease Revenue 2025 14 16,961 15.2% $ 14,750 17.4% 2026 7 10,196 9.2% 4,617 5.4% 2027 9 8,497 7.6% 11,488 13.5% 2028 13 4,868 4.4% 4,796 5.7% 2029 7 1,973 1.8% 3,036 3.6% Thereafter 42 56,101 50.5% 40,851 48.2% Other (2) 11 31 —% 498 0.6% Terminated/expired leases and sold properties (3) 0 12,563 11.3% 4,727 5.6% Totals 103 111,190 100.0% $ 84,763 100.0% (1) Certain lease agreements encompass multiple farms.
The following table summarizes the lease expirations by year for the farms owned and with leases in place as of December 31, 2025 (dollars in thousands): 39 Table of Contents Year Number of Expiring Leases (1) Expiring / Expired Leased Acreage % of Total Acreage Lease Revenue for the Year Ended December 31, 2025 % of Total Lease Revenue 2026 13 10,772 10.9% $ 6,406 8.4% 2027 14 13,840 14.0% 17,171 22.6% 2028 13 5,187 5.3% 5,490 7.2% 2029 7 1,973 2.0% 3,182 4.2% 2030 7 12,629 12.8% 9,973 13.1% Thereafter 32 40,811 41.4% 25,150 33.0% Other (2) 10 25 —% 583 0.8% Terminated/expired leases and sold properties (3) 13,451 13.6% 8,170 10.7% Totals 96 98,688 100.0% $ 76,125 100.0% (1) Certain lease agreements encompass multiple farms.
Similar amounts are also recorded as lease revenue when earned in accordance with the lease. Same-property Basis – 2024 compared to 2023 Property operating expenses increased primarily due to additional property taxes paid by us on behalf of one of our tenants who terminated their lease during the year ended December 31, 2024.
Similar amounts are also recorded as lease revenue when earned in accordance with the lease. Same-property Basis – 2025 compared to 2024 Property operating expenses increased primarily due to costs incurred to provide supplemental water in accordance with a lease obligation on one of our farms.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table summarizes the hypothetical change in fair value of our fixed-rate borrowings at December 31, 2024, if market interest rates had been one or two percentage points lower or higher than those in place as of December 31, 2024 (dollars in thousands): 60 Table of Content Change in Market Interest Rates Carrying Value (1) Fair Value Difference 2% decrease $ 526,309 $ 511,544 $ (14,765) 1% decrease 526,309 498,658 (27,651) No change 526,309 486,314 (39,995) 1% increase 526,309 474,586 (51,723) 2% increase 526,309 463,336 (62,973) (1) Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable), excluding unamortized debt issuance costs.
Biggest changeThe following table summarizes the hypothetical change in fair value of our fixed-rate borrowings at December 31, 2025, if market interest rates had been one or two percentage points lower or higher than those in place as of December 31, 2025 (dollars in thousands): Change in Market Interest Rates Carrying Value (1) Fair Value Difference 2% decrease $ 475,352 $ 472,832 $ (2,520) 1% decrease 475,352 463,061 (12,291) No change 475,352 453,660 (21,692) 1% increase 475,352 444,645 (30,707) 2% increase 475,352 439,960 (35,392) (1) Includes the principal balances outstanding of all long-term borrowings (consisting of notes and bonds payable), excluding unamortized debt issuance costs.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market-sensitive instruments. The primary market risk that we believe we are and will be exposed to is interest rate risk.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices, and other market changes that affect market-sensitive instruments. The primary market risk that we believe we are and 54 Table of Contents will be exposed to is interest rate risk.
In addition to changes in interest rates, the fair value of our farmland portfolio is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of our tenants. Materially adverse changes in the fair value of our real estate may affect our ability to refinance our debt, if necessary. 61 Table of Content
In addition to changes in interest rates, the fair value of our farmland portfolio is subject to fluctuations based on changes in local and regional economic conditions and changes in the creditworthiness of our tenants. Materially adverse changes in the fair value of our real estate may affect our ability to refinance our debt, if necessary. 55 Table of Contents
Currently, over 99.9% of our borrowings are at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate (after interest patronage) of 3.35% for another 3.6 years. As such, with respect to our current borrowings, we believe fluctuations in interest rates would have a minimal impact on our net income.
Currently, over 97.9% of our borrowings are at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate (after interest patronage) of 3.39% for another 2.7 years. As such, with respect to our current borrowings, we believe fluctuations in interest rates would have a minimal impact on our net income.
However, interest rate fluctuations may affect the fair value of our fixed-rate borrowings. As of December 31, 2024, the fair value of our fixed-rate borrowings outstanding (excluding our Series D Term Preferred Stock) was approximately $486.3 million.
However, interest rate fluctuations may affect the fair value of our fixed-rate borrowings. As of December 31, 2025, the fair value of our fixed-rate borrowings outstanding (excluding our Series D Term Preferred Stock) was approximately $453.7 million.

Other LANDO 10-K year-over-year comparisons