What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-20 · 300 added, 351 removed, 1084 unchanged (38% of the section changed)

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Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

To the Stockholders and Board of Directors of Gladstone Land Corporation:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and include those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets, provide reasonable assurance that our transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with appropriate authorizations;

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Based on our assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

February 19, 2025

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To the Board of Directors and Stockholders of Gladstone Land Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Gladstone Land Corporation and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated total real estate, net balance was $1.2 billion as of December 31, 2024.

As of December 31, 2023, management concluded that none of the properties were impaired.

During 2024, the Company recognized an impairment charge of $2.1 million.

Management periodically reviews the carrying value of each property to determine whether indicators of impairment exist.

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If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on management’s best estimate of the property’s discounted future cash flows using market-derived terms, such as cap rates, discount rates, and rental rates applied to the expected hold period.

The principal considerations for our determination that performing procedures relating to the undiscounted future cash flows used in the real estate impairment evaluation is a critical audit matter are (i) the significant judgment by management when developing the projection of the undiscounted future cash flows and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the cap rates, rental rates, property values, and expected hold periods.

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effort in performing procedures and evaluating management’s significant assumptions related to the rental rates and expected hold periods.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s real estate impairment evaluation, including controls over the projection of the undiscounted future cash flows.

These procedures also included, among others (i) testing management’s process for developing the projection of the undiscounted future cash flows;

These procedures included, among others (i) testing management’s process for developing the projection of the undiscounted future cash flows;

(ii) evaluating the appropriateness of the undiscounted cash flow model;

(iii) testing the completeness and accuracy of underlying data used in the undiscounted cash flow model;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to cap rates, rental rates, property values, and expected hold periods.

Evaluating management’s assumptions related to the cap rates, rental rates, property values, and expected hold periods involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the rental rates assumption was consistent with evidence obtained in other areas of the audit.

and (iv) evaluating the reasonableness of the significant assumptions used by management related to rental rates and expected holding periods.

Evaluating management’s assumptions related to the rental rates and expected holding periods involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the rental rates assumption was consistent with evidence obtained in other areas of the audit.

/s/ PricewaterhouseCoopers LLP

Washington, District of Columbia

Washington, DC

February 19, 2025

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$ 25.00 per share liquidation preference;

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of December 31, 2023, and December 31, 2022

6,340,889 shares authorized, 5,840,889 shares issued and outstanding as of December 31, 2024;

6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of December 31, 2023

Series C cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;

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Write-off of costs associated with offering of Series C cumulative redeemable preferred stock — — 853

Impairment charge 2,106 — —

Total operating expenses 56,051 56,915 55,315

Incentive fee waiver ( 109 ) — —

Total operating expenses, net of credits to fees 55,942 56,915 55,315

OTHER INCOME (EXPENSE):

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Gain (loss) on dispositions of real estate assets, net 5,886 5,208 ( 3,760 )

Property and casualty (loss) recovery, net ( 1,016 ) ( 56 ) 68

Property and casualty loss, net ( 284 ) ( 1,016 ) ( 56 )

Loss from investments in unconsolidated entities ( 60 ) ( 59 ) ( 73 )

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Dividends declared on cumulative redeemable preferred stock ( 24,250 ) ( 24,371 ) ( 19,693 )

Loss on extinguishment of cumulative redeemable preferred stock ( 46 ) ( 25 ) ( 23 )

Gain (loss) on extinguishment of cumulative redeemable preferred stock, net 505 ( 46 ) ( 25 )

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 10,455 ) $ ( 9,852 ) $ ( 15,010 )

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COMPREHENSIVE INCOME 13,556 12,924 14,759

Net income attributable to non-controlling interests — ( 8 ) ( 19 )

Comprehensive income attributable to non-controlling interests — — ( 8 )

COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 13,556 $ 12,924 $ 14,751

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Redemptions of Series C Preferred Stock, net — — ( 38,595 ) — — — — — ( 876 ) ( 25 ) — ( 901 ) — ( 901 )

Issuance of OP Units as consideration in real estate acquisitions, net — — — — — — — — — — — — 3,970 3,970

Redemptions of OP Units — — — — — — ( 3,700 ) — — ( 3,700 ) ( 3,970 ) ( 7,670 )

Issuance of common stock, net — — — — — — 840,384 1 21,981 — — 21,982 — 21,982

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Comprehensive income attributable to the Company — — — — — — — — — — 10,043 10,043 — 10,043

— — — — — — — — — — 464 464 — 464

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 1,738 ) — — ( 1,738 ) 1,738 —

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Redemptions of Series C Preferred Stock, net — — ( 48,913 ) — — — — — ( 1,110 ) ( 46 ) — ( 1,156 ) — ( 1,156 )

Redemptions of OP Units — — — — — ( 3,700 ) — — ( 3,700 ) ( 3,970 ) ( 7,670 )

Issuance of Series E Preferred Stock, net — — — — 237,441 — — — 5,301 — — 5,301 — 5,301

Redemptions of Series E Preferred Stock, net — — — — ( 1,600 ) — — — ( 36 ) — — ( 36 ) — ( 36 )

Issuance of common stock, net — — — — — — 788,045 1 15,079 — — 15,080 — 15,080

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Comprehensive income attributable to the Company — — — — — — — — — — ( 1,641 ) ( 1,641 ) — ( 1,641 )

— — — — — — — — — — 10,043 10,043 — 10,043

Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 1,738 ) — — ( 1,738 ) 1,738 —

Balance at December 31, 2023 5,956,065 $ 6 10,156,509 $ 10 235,841 $ — 35,838,442 $ 36 $ 856,206 $ ( 144,011 ) $ 7,366 $ 719,613 $ — $ 719,613

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Balance at December 31, 2023 5,956,065 $ 6 10,156,509 $ 10 235,841 $ — 35,838,442 $ 36 $ 856,206 $ ( 144,011 ) $ 7,366 $ 719,613 $ — $ 719,613

Issuance of Series C Preferred Stock, net — — 14,069 — — — — — 298 — — 298 — 298

Redemptions of Series B Preferred Stock, net ( 115,176 ) — — — — — — — ( 2,562 ) 133 — ( 2,429 ) — ( 2,429 )

Redemptions of Series C Preferred Stock, net — — ( 201,646 ) — — — — — ( 4,574 ) 372 — ( 4,202 ) — ( 4,202 )

Issuance of Series E Preferred Stock, net — — — — 16,595 — — — 358 — — 358 — 358

Redemptions of Series E Preferred Stock, net — — — — ( 1,600 ) — — — ( 36 ) — — ( 36 ) — ( 36 )

Issuance of common stock, net — — — — — — 346,216 — 4,631 — — 4,631 — 4,631

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Distributions—OP Units and common stock — — — — — — — — — ( 20,095 ) — ( 20,095 ) — ( 20,095 )

— — — — — — — — — ( 19,789 ) — ( 19,789 ) — ( 19,789 )

Comprehensive income attributable to the Company — — — — — — — — — — 266 266 — 266

— — — — — — — — — — ( 1,641 ) ( 1,641 ) — ( 1,641 )

Balance at December 31, 2024 5,840,889 $ 6 9,954,863 $ 10 252,436 $ — 36,184,658 $ 36 $ 854,059 $ ( 174,561 ) $ 7,632 $ 687,182 $ — $ 687,182

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Depreciation and amortization 35,055 37,161 35,366

Impairment charge 2,106 — —

Amortization of debt issuance costs 990 1,065 1,085

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(Gain) loss on dispositions of real estate assets, net ( 5,886 ) ( 5,208 ) 3,760

Property and casualty loss (recovery), net 1,016 56 ( 68 )

Property and casualty loss, net 284 1,016 56

Changes in operating assets and liabilities:

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Contributions to unconsolidated real estate entities — — ( 2,749 )

Proceeds from dispositions of real estate assets 9,037 — —

Proceeds from dispositions of real estate assets, net 68,505 9,037 —

Deposits on prospective real estate acquisitions and investments — — ( 554 )

Net cash used in investing activities ( 3,768 ) ( 85,484 ) ( 295,001 )

Net cash provided by (used in) investing activities 63,308 ( 3,768 ) ( 85,484 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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Offering costs ( 104 ) ( 763 ) ( 13,751 )

Redemption of cumulative term preferred stock (Series A) — — ( 28,750 )

Redemption of cumulative redeemable preferred stock ( 1,191 ) ( 901 ) ( 248 )

Proceeds from issuance of cumulative term preferred stock (Series D) — — 60,375

Redemptions of cumulative redeemable preferred stock ( 6,630 ) ( 1,191 ) ( 901 )

Payments for redemptions of OP Units — — ( 7,670 )

Dividends paid on cumulative redeemable preferred stock ( 24,248 ) ( 25,301 ) ( 18,068 )

Distributions paid to non-controlling common interests in Operating Partnership — ( 27 ) ( 92 )

Distributions paid on OP Units — — ( 27 )

Distributions paid on common stock ( 20,095 ) ( 19,789 ) ( 18,893 )

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NON-CASH INVESTING AND FINANCING INFORMATION:

Issuance of non-controlling interests in Operating Partnership in conjunction with acquisitions — — 3,970

Real estate additions included in Accounts payable and accrued expenses and Due to related parties, net 802 441 2,657

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

References to the number of farms/properties, acreage, and primary crop use are unaudited.

References to the number of farms/properties, acreage, and primary crops use are unaudited.

BUSINESS AND ORGANIZATION

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As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements.

As of December 31, 2023, 2022, and 2021, the Company owned approximately 100.0 %, 100.0 %, and 99.4 %, respectively, of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

As of each of December 31, 2024, 2023, and 2022, the Company owned approximately 100.0 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).

Gladstone Land Partners, LLC (“Land Partners”), a Delaware limited liability company and a subsidiary of ours, was organized to engage in any lawful act or activity for which a limited liability company may be organized in Delaware.

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Since we currently own all of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements.

For the tax years ended December 31, 2023, 2022, and 2021 , there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

For each of the tax years ended December 31, 2024, 2023, and 2022 , there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.

All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.

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We account for the impairment of our real estate assets in accordance with ASC 360, “Property, Plant, and Equipment” (“ASC 360”), which requires us to periodically review the carrying value of each property to determine whether indicators of impairment exist or if depreciation periods should be modified.

In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions, declines in a property’s operating performance due to near-term lease maturities or vacancy rates, environmental damage, including due to natural disasters or tenant neglect, legal concerns, and whether our hold period has shortened.

In determining if impairment exists, we consider such indicators which may include, but are not limited to:

deteriorating market conditions;

declines in a property’s operating performance due to near-term lease maturities or vacancy rates;

environmental damage, including due to natural disasters or tenant neglect;

legal concerns;

and whether our hold period has shortened.

If circumstances support the possibility of impairment, we prepare a projection of the total undiscounted future cash flows of the specific property (without interest charges), including net proceeds from disposition, if any, and compare them to the net book value of the property to determine whether the carrying value of the property is recoverable.

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Using the methodology discussed above, we evaluated our entire portfolio for any impairment indicators and performed an impairment analysis on select properties that had an indication of impairment.

As of December 31, 2023, and December 31, 2022, we concluded that no ne of our properties were impaired.

There have been no impairments recognized on our real estate assets since our inception.

We will continue to monitor our portfolio for any other indicators of impairment.

See Note 3, “ Real Estate and Lease Intangibles—Impairment ,” for further discussion.

Held-for-Sale Property

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Components of the held-for-sale property’s net income (loss) are recorded within continuing operations on the consolidated statements of operations and comprehensive income.

See Note 3, “ Real Estate and Lease Intangibles—Real Estate Held for Sale ,” for further discussion.

Tenant Improvements

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Our cash and cash equivalents as of December 31, 2024 and 2023 were held in the custody of one financial institution (which management believes to be financially sound and with minimal credit risk), and our balance at times may exceed federally-insurable limits.

We did no t have any restricted cash or restricted cash equivalents as of December 31, 2023 or 2022.

We did no t have any restricted cash or cash equivalents as of either December 31, 2024 or 2023.

Debt Issuance Costs

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In addition, in accordance with ASC 470, “Debt” (“ASC 470”), when a financing arrangement is amended so that the only material change is an increase in the borrowing capacity, the unamortized deferred financing costs from the prior arrangement are amortized over the term of the new arrangement.

During the years ended December 31, 2023, 2022, and 2021, we recorded approximately $ 1.1 million, $ 1.1 million, and $ 1.2 million, respectively, of total amortization expense related to debt issuance costs .

During the years ended December 31, 2024, 2023, and 2022, we recorded approximately $ 990,000 , $ 1.1 million, and $ 1.1 million, respectively, of total amortization expense related to debt issuance costs .

Deferred Offering Costs

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Other Assets and Other Liabilities

Other assets, net generally consists primarily of net deferred rent assets, rents receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, operating lease right-of-use assets, deposits on potential real estate acquisitions, the carrying value of certain farm equipment owned by us and used on our farms, investments in long-term water assets (see “ —Investments in Water Assets ” below for further discussion), net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion), and the fair value of interest rate swaps if market interest rates are above the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).

Other assets, net generally consists primarily of net deferred rent assets, rents and other accounts receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, operating lease right-of-use assets, deposits on potential real estate acquisitions, the carrying value of certain farm equipment owned by us and used on our farms, investments in long-term water assets (see “ —Investments in Water Assets ” below for further discussion), net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion), and the fair value of interest rate swaps if market interest rates are above the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).

Other liabilities, net generally consists primarily of rents received in advance, net deferred rent liabilities, operating lease liabilities, and the fair value of interest rate swaps if market interest rates are below the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).

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In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions and environmental or regulatory changes.

As of December 31, 2023, we concluded that there were no such indicators and that the water assets were not impaired.

As of December 31, 2024, we concluded that no water assets were impaired.

Non-controlling Interests

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If the collectability determination for leases for which revenue is being recorded based on cash received from the tenant subsequently changes to being probable, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances as if revenue had been recorded on a straight-line basis since the inception of the lease.

As of December 31, 2023, three of our leases with two different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.

As of December 31, 2024, four of our leases with three different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.

Certain other leases provide for additional rental payments that are based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents.

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In the event that the collectability of deferred rent with respect to any given tenant is in doubt, we record a direct write-off of the specific rent receivable, with a corresponding adjustment to lease revenue.

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Tenant recovery revenue includes payments received from tenants as reimbursements for certain operating expenses, such as property taxes, insurance premiums, and water delivery costs.

These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and lease revenue as earned, respectively, and are recorded in the same periods.

These expenses and their subsequent reimbursements are

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recognized under property operating expenses as incurred and lease revenue as earned, respectively, and are recorded in the same periods.

We generally do not record any lease revenue or property operating expenses associated with costs paid directly by our tenants for net-leased properties.

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Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties.

During the year ended December 31, 2023, we recognized approximately $ 79,000 of non-cash revenue, in the form of water credits, 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.

During the years ended December 31, 2024 and 2023, we recognized approximately $ 453,000 and $ 79,000 , respectively, of non-cash revenue, in the form of groundwater credits, 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.

The timing of revenue recognition generally occurs once water credits are recognized by the respective water district at the estimated fair value of the resulting water credits.

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In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any.

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Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method.

Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled.

Under this method, deferred tax

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assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled.

In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized.

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Segment Reporting

We manage our operations on an aggregated, single-segment basis for purposes of assessing performance and making operating decisions and, accordingly, have only one reporting and operating segment.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”) 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” to improve reportable segments’ disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

T he standard requires expanded disclosures regarding significant segments’ expense categories and a measure of profit or loss for each reportable segment.

The standard requires additional disclosures around significant segment expenses and the identification, title, and position of the company’s chief operating decision maker (“CODM”).

The pronouncement is effective for the fiscal year ended December 31, 2024, and interim periods thereafter.

The Company adopted ASU 2023-07 as of December 31, 2024.

Our current business strategy includes one operating segment:

Real Estate Rental Operations.

We generate revenues, earnings, net income, and cash flows through our single segment by collecting rents from our tenants through operating leases, including reimbursements for certain of our property operating costs.

We expect to generate earnings growth by increasing rents, maintaining high occupancy rates, and controlling expenses.

The primary driver of our revenue growth will be the renewal of existing leases at current market rental rates upon expiration and the acquisition of new properties.

We further believe our active portfolio management, combined with the skills of our asset management team, will allow us to maximize net income across our portfolio.

Our CODM is our President and CEO.

Our CODM uses net income to make decisions about allocating resources to individual properties and assessing performance.

The CODM will sometimes reference other metrics, including net operating income;

however, as net income is the measure most consistent with the amounts disclosed in the consolidated financial statements, only net income is disclosed.

Recently-Issued Accounting Pronouncements

As of December 31, 2023, there were no recently-issued accounting pronouncements that had a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires public entities to disaggregate specific types of expenses, including disclosures for depreciation, intangible asset amortization, and selling expenses.

The pronouncement is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Prospective application is required, and retrospective application or early adoption is permitted.

We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

REAL ESTATE AND INTANGIBLE ASSETS

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The following table provides certain summary information about the 157 farms we owned as of December 31, 2024 (dollars in thousands, except for footnotes):

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Acres Acre-feet of

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Colorado 12 32,773 25,577 — 45,579 13,849

Nebraska 9 7,782 7,050 — 30,402 10,357

9 7,782 7,050 — 29,898 9,912

6 898 736 — 28,991 10,873

Michigan 12 1,245 778 — 15,204 8,663

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(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.

Specifically, includes Total real estate, net (excluding improvements paid for by the tenant) and Lease intangibles, net;

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;

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(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.

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(3) Includes ownership in a special-purpose LLC that owns a pipeline conveying water to certain of our properties.

As of December 31, 2023, this investment had a net carrying value of approximately $ 1.0 million and is included within Other assets, net on the accompanying Consolidated Balance Sheet.

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.

(4) Includes eight acres in which we own a leasehold interest via a ground lease with a private individual that expires in December 2040 and five acres in which we own a leasehold interest via a ground sublease with a California municipality that expires in December 2041.

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See “ —Investments in Water Assets ” below for additional information.

(6) Includes one property classified as held for sale;

(6) Includes certain properties classified as held for sale;

see “— Real Estate Held for Sale ” below for additional information.

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Real estate depreciation expense on these tangible assets was approximately $ 34.0 million, $ 36.1 million, and $ 34.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

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Intangible Assets and Liabilities

The following table summarizes the carrying value of certain lease intangible assets and the related accumulated amortization as of December 31, 2023 and 2022, excluding real estate held for sale (dollars in thousands):

The following table summarizes the carrying value of certain lease intangible assets and the related accumulated amortization as of December 31, 2024 and 2023, excluding lease intangible assets related to real estate held for sale (dollars in thousands):

December 31, 2024 December 31, 2023

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(1) Other consists primarily of acquisition-related costs allocated to miscellaneous lease intangibles.

Total amortization expense related to these lease intangible assets was approximately $ 988,000 , $ 1.0 million, and $ 1.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Total amortization expense related to these lease intangible assets was approximately $ 1.1 million, $ 1.0 million, and $ 1.0 million for the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the carrying values of certain lease intangible assets or liabilities (excluding those related to real estate held for sale) included in Other assets, net or Other liabilities, net, respectively, on the accompanying Consolidated Balance Sheets and the related accumulated amortization or accretion, respectively, as of December 31, 2024 and 2023 (dollars in thousands):

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December 31, 2024 December 31, 2023

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(Amortization)

Above-market lease values and lease incentives (1)

Above-market lease values (1)

$ 695 $ ( 198 ) $ 695 $ ( 121 )

Below-market lease values and other deferred revenue (2)

Below-market lease values (2)

( 1,371 ) 561 ( 1,944 ) 624

Lease incentives and other deferred revenue, net (3)

14,192 ( 3,691 ) 675 ( 126 )

(1) Net above-market lease values and lease incentives are included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

(2) Net below-market lease values and other deferred revenue are included as a part of Other liabilities, net on the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

Total amortization related to above-market lease values and lease incentives was approximately $ 1.3 million, $ 573,000 and $ 48,000 for the years ended December 31, 2023, 2022, and 2021, respectively.

Total accretion related to below-market lease values and other deferred revenue was approximately $ 172,000 , $ 178,000 and $ 224,000 for the years ended December 31, 2023, 2022, and 2021, respectively.

$ 13,516 $ ( 3,328 ) $ ( 574 ) $ 377

(1) Included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

(2) Included as a part of Other liabilities, net on the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

(3) Lease incentives are included as part of Other assets, net on the accompanying Consolidated Balance Sheets, and the related amortization is recorded as a reduction of Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

Other deferred revenue is primarily attributable to tenant-funded improvements and is included as a part of Other liabilities, net on the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

For the years ended December 31, 2024, 2023, and 2022, total amortization related to above-market lease values was approximately $ 77,000 , $ 77,000 , and $ 37,000 , respectively;

total accretion related to below-market lease values was approximately $ 511,000 , $ 172,000 and $ 178,000 , respectively;

and total net (amortization) accretion related to lease incentives and other deferred revenue, net was approximately $( 2.5 ) million, $( 629,000 ), and $ 341,000 , respectively.

The estimated aggregate amortization expense to be recorded related to in-place lease values, leasing costs, and tenant relationships and the estimated net impact on lease revenue from the amortization of above-market lease values and lease incentives or accretion of above-market lease values and other deferred revenues for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):

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Period Estimated

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2029 382 ( 126 )

2028 556 ( 1,178 )

Thereafter 1,130 ( 451 )

$ 3,588 $ ( 10,188 )

Real Estate Held for Sale

As of December 31, 2023, we had one property located in Martin County, Florida, that was classified as held for sale.

This property had a net cost basis of approximately $ 53.6 million as of December 31, 2023, and was sold subsequent to December 31, 2023.

See Note 11, “ Subsequent Events—Portfolio Activity—Property Sale ,” for additional information on this sale.

We did no t have any properties classified as held for sale as of December 31, 2022.

2023 Acquisitions

We did not acquire any new farms during the year ended December 31, 2023.

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2022 Acquisitions

During the year ended December 31, 2022, we completed the following acquisitions, which are summarized in the table below (dollars in thousands, except for footnotes):

Name Property

Location Acquisition

Farms Primary

Crop(s) / Use Lease

Options Total

Price Acquisition

Straight-line

Farm Road (3)

Charlotte, FL 5/20/2022 15 0 Adjacent parcel N/A None $ 54 $ 15 $ —

County Road 35 Glenn, CA 6/16/2022 1,374 1 Olives for Olive Oil 14.5 years 1 ( 5 years)

24,500 55 1,714

Reagan Road (4)

Cochise, AZ 7/13/2022 40 0 Corn 12.5 years None 120 17 39

North Columbia River Road (5)(7)

Franklin & Grant, WA 7/21/2022 1,145 3 Wine Grapes 8.4 years None 30,320 146 2,296

Prunedale Road (6)(7)

Umatilla, OR 7/21/2022 172 1 Wine Grapes 10.4 years None 7,008 36 286

Phelps Avenue (8)

Fresno, CA 12/29/2022 443 0 Open ground and water credits 5.0 years 1 ( 5 years)

3,189 5 $ 65,102 $ 341 $ 4,360

(1) Includes approximately $ 27,000 of external legal fees associated with negotiating and originating the leases associated with these acquisitions, which were expensed in the period incurred.

(2) Unaudited;

based on the minimum cash rental payments guaranteed under the respective leases, as required under GAAP, and excludes contingent rental payments, such as participation rents.

(3) Represents the acquisition of a parcel of land adjacent to an existing farm, providing additional road access to such farm.

No new lease was executed related to this acquisition.

(4) Represents the acquisition of a parcel of farmable land adjacent to an existing farm.

Subsequent to acquisition, we spent approximately $ 153,000 to install certain improvements on this property.

(5) Upon acquisition, we executed three new leases with the existing tenants on these farms.

The lease terms above represent the weighted-average lease term and aggregate annualized straight-line rent of these three leases.

(6) In connection with the acquisition of this property, we also acquired an ownership interest in a related LLC, the sole purpose of which is to own and maintain an irrigation system providing water to this and other neighboring properties.

Our acquired ownership, which equated to an 11.3 % interest in the LLC, was valued at approximately $ 2.7 million at the time of acquisition and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

See “— Investments in Unconsolidated Entities ” below for additional information on our aggregate ownership interest in this and other LLCs.

(7) These two properties were acquired as part of a single transaction.

In connection with the acquisition of these vineyards, we committed to provide up to an aggregate amount of $ 2.2 million for certain irrigation and vineyard improvements on these farms, for which we will earn additional rent as the funds are disbursed by us.

(8) Represents the acquisition of three parcels of land adjacent to an existing farm that will initially be utilized for its water rights (including additional surface water rights and groundwater pumping rights) to be used on nearby farms.

In addition, a portion of this acquisition was leased back to the seller.

During the year ended December 31, 2022, in the aggregate, we recognized operating revenues of approximately $ 2.1 million and net income of approximately $ 244,000 related to the above acquisitions.

Purchase Price Allocations

The allocation of the aggregate purchase price for the farms acquired during the year ended December 31, 2022 was as follows (dollars in thousands):

Assets (Liabilities) Acquired 2022 Acquisitions

Land and land improvements $ 30,353

Permanent plantings 24,706

Irrigation & drainage systems 3,102

Farm-related facilities 1,287

In-place lease values 909

Leasing costs 1,355

Above-market lease values (1)

Investment in LLC (1)

Total Purchase Price $ 65,102

(1) Included within Other assets, net on the accompanying Consolidated Balance Sheets.

Acquired Intangibles and Liabilities

The following table shows the weighted-average amortization periods (in years) for the intangible assets acquired and liabilities assumed in connection with new real estate acquired during the year ended December 31, 2022:

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Weighted-Average

Amortization Period (in Years)

Intangible Assets and Liabilities 2022

Leasehold interest – land 0.0

In-place lease values 10.9

Leasing costs 11.7

Above-market lease values and lease incentives 9.1

Below-market lease values and other deferred revenue 0.0

All intangible assets and liabilities 10.6

Property Sale

On June 23, 2023, we completed the sale of a 138 -acre parcel of unfarmed land in Florida for $ 9.6 million.

We did not acquire any new farms during either of the years ended December 31, 2024 or 2023.

Property Sales

2024 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.

In December 2024, we completed the sale of 11 farms (consisting of 647 gross acres of farmland) in Michigan for approximately $ 5.0 million.

During the three months ended September 30, 2024, we recognized an impairment charge of approximately $ 2.1 million related to these farms and, upon completing the sale of these farms in December 2024, recognized an aggregate net loss (inclusive of closing costs) of approximately $ 432,000 .

2023 Property Sales

In June 2023, we completed the sale of a 138 -acre parcel of unfarmed land in Florida for $ 9.6 million.

Including closing costs, we recognized a net gain on the sale of approximately $ 6.4 million.

Real Estate Held for Sale

As of December 31, 2024, we had three properties (consisting of seven farms) that were classified as held for sale.

As of December 31, 2024, one property (consisting of five farms), located in Florida, had a net cost basis of approximately $ 36.3 million, and two properties (consisting of two farms), located in Nebraska, had an aggregate net cost basis of approximately $ 10.0 million.

Each of these sales was completed subsequent to December 31, 2024;

see Note 11, “ Subsequent Events—Portfolio Activity—Property Sales ,” for additional information on these sales.

As of December 31, 2023, we had one property located in Florida that was classified as held for sale.

As of December 31, 2023, this property had a net cost basis of approximately $ 53.6 million and was sold in January 2024, as noted above.

Investments in Unconsolidated Entities

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During the years ended December 31, 2024, 2023, and 2022, we recorded an aggregate loss of approximately $ 60,000 , $ 59,000 , and $ 73,000 , respectively (included in Loss from investments in unconsolidated entities on our Consolidated Statements of Operations and Comprehensive Income), which represents our pro-rata share of the aggregate loss recognized by the Fresno LLC and Umatilla LLC.

As of both December 31, 2023 and 2022, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $ 5.8 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

As of December 31, 2024 and 2023, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $ 5.7 million and $ 5.8 million, respectively, and is included within Other assets, net on the accompanying Consolidated Balance Sheets.

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Investments in Water Assets

In connection with the acquisition of certain farmland located in Kern County, California, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California.

We subsequently executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $ 2.8 million.

In addition, during the three months ended December 31, 2023, we obtained another contract to purchase an additional 1,003 acre-feet of banked water held by SWSD, which was received from one of our tenants as partial consideration for a rent payment owed.

We subsequently executed the contract to purchase all 1,003 acre-feet of banked water for an aggregate cost of approximately $ 61,000 .

All acquired banked water was recognized at cost, including the subsequent cost to execute the contracts and any administrative fees necessary to transfer the water to our banked water account.

Semitropic Water Storage District Banked Water

In connection with the acquisition of certain farmland located in Kern County, California, in 2021, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California.

Subsequently in 2021, we executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $ 2.8 million.

In addition, since the initial acquisition, additional contracts to purchase banked water held by SWSD were conveyed to us by one of our tenants as partial consideration for rent payments owed.

The following table summarizes the total acre-feet of banked water obtained through exercising these contracts as of December 31, 2024 (dollars in thousands):

Period Acquired Acre-feet of Banked Water Available to Purchase per Contract Acre-feet of Banked Water Purchased (1)

Value Attributed to Contract (2)

Cost to Exercise Contract Total Carrying Value of Banked Water Purchased

Three months ended December 31, 2023 1,003 1,003 $ 401 $ 62 $ 463

Three months ended March 31, 2024 2,306 2,306 923 141 1,064

Total 3,309 3,309 $ 1,324 $ 203 $ 1,527

(1) All contracts to purchase additional banked water were exercised in the same quarter in which the respective contract was conveyed to us.

(2) Represents noncash income received during the respective periods.

The straight-line impact of these receipts is included within Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.

All banked water acquired was recognized at cost, including the subsequent cost to execute the contracts and any administrative fees necessary to transfer the water to our banked water account.

As of December 31, 2024, the 48,309 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $ 35.5 million (included within Other assets, net on our Consolidated Balance Sheets).

In addition, during the year ended December 31, 2023, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California.

Under the program, WWD will pay for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner would be allowed to keep 50 % of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50 % would be used to recharge the aquifer and retained by WWD.

Delivery of water under this program is subject to surplus water availability at WWD’s discretion, and WWD has not yet announced a termination date for this program.

Through December 31, 2023, we have obtained 397 water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of December 31, 2023.

Westlands Water District Groundwater Credits

In addition, from May 2023 through March 2024, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California.

Under the program, WWD paid for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner was allowed to keep 50 % of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50 % was used to recharge the aquifer and retained by WWD.

Delivery of water under this program was subject to surplus water availability at WWD’s discretion.

WWD terminated the program for the 2024 water year effective March 5, 2024.

Through December 31, 2024, we have recognized 2,660 acre-feet of water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of such date.

As of December 31, 2024, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $ 753,000 (included within Other assets, net on our Consolidated Balance Sheets) .

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During the year ended December 31, 2023, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district.

In addition, as a result of being granted these water credits in exchange for transferring and storing this surplus water on behalf of WWD, during the years ended December 31, 2024 and 2023, we recognized approximately $ 453,000 and $ 79,000 , respectively, of non-cash revenue, which represents the estimated fair value of the water credits obtained during the respective years.

Other Groundwater Credits

During 2023 and 2024, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district.

Through December 31, 2024, we have obtained 4,419 acre-feet of water credits as a result of these agreements, which were recognized as a long-term water asset with an aggregate carrying value of approximately $ 653,000 (included within Other assets, net on our Consolidated Balance Sheets).

Total Long-term Water Assets

As of December 31, 2024 and 2023, we owned a total of 55,387 acre-feet and 46,400 acre-feet, respectively, of long-term water assets, and our investments in these long-term water assets had an aggregate carrying value of approximately $ 36.9 million and $ 34.6 million, respectively, and are included within Other assets, net on our Consolidated Balance Sheets.

We have invested approximately $ 1.4 million to construct groundwater recharge facilities on two of our farms, which is included within Real estate, at cost on our Consolidated Balance Sheets.

In addition, through December 31, 2023, we have invested an additional $ 1.8 million in the aggregate in connection with these agreements that are expected to result in additional groundwater credits in the future;

In addition, through December 31, 2024, we have

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invested an additional $ 3.3 million in the aggregate in connection with certain agreements that are expected to result in additional groundwater credits in the future;

however, the amount and timing of these credits, if any, is currently unknown and is dependent upon and subject to the recognition of such credits by the respective water districts, in their sole discretion.

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The majority of our leases generally do not include tenant termination options.

The following tables summarize the future lease payments to be received under noncancellable leases as of December 31, 2023 (dollars in thousands):

The following tables summarize the future net lease payments to be received under noncancellable leases as of December 31, 2024 (dollars in thousands):

Period Tenant

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Thereafter 141,060

Leases—Cash Basis Recognition

As of December 31, 2023, due to credit issues with two of our tenants, we determined that the full collectability of the remaining rental payments under the respective leases with these tenants was not deemed to be probable.

As such, during the year ended December 31, 2023, we recognized all or a portion of lease revenues from the three leases with these two tenants (all farms located in California) on a cash basis.

We are continuing to work with the current tenants and will seek to come to an agreement for the remaining rental payments, if possible.

Such agreement, if one can be reached, may include placing these tenants on payment plans, deferring a portion of the rent owed to us, or agreeing to terminate the respective leases.

In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties to at market rental rates within 1 to 12 months.

During the year ended December 31, 2023, we recorded lease revenues from these three leases of approximately $ 2.5 million (including approximately $ 72,000 of participation rents), as compared to approximately $ 3.1 million (including approximately $ 0.8 million of participation rents) and approximately $ 2.4 million (including approximately $ 95,000 of participation rents) during the years ended December 31, 2022 and 2021, respectively.

(1) Amounts are net of fixed lease incentive payments owed to tenants under certain lease agreements and excludes contingent rental payments, such as participation rents.

Portfolio Concentrations

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As of December 31, 2024, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.

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We seek to continue to further diversify geographically, as may be desirable or feasible.

If an unexpected natural disaster (such as an earthquake, wildfire, or flood) occurs or climate change impacts the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.

None of our farms in California or Florida were materially impacted by the wildfires, droughts, or hurricanes that occurred in those respective regions during the year ended December 31, 2023.

See “ —California Floods ” below for a discussion on damage caused on certain of our farms by the January 2023 floods that occurred in California.

If an unexpected natural disaster (such as an earthquake, wildfire, or flood, or hurricane) occurs or climate change impacts the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.

To date, none of our farms have been materially impacted by natural disasters, including the January 2025 wildfires that occurred in southern California.

See “ —California Floods ” and “ —Southeastern U.S.

Hurricanes ” below for a discussion on damage caused on certain of our farms by the January 2023 floods that occurred in California and by the hurricanes that occurred in the Southeastern U.S.

in September and October 2024.

Besides California and Florida, no other single state accounted for more than 10.0% of the total rental revenue recorded during the year ended December 31, 2024.

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In January 2023, periods of heavy rainfall in California resulted in floods that impacted several areas of the state, including regions where certain of our farms are located.

As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of the structures on this property damaged by the floods to be approximately $ 855,000 .

As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss, included within Property and casualty (loss) recovery, net on our Consolidated Statements of Operations and Comprehensive Income.

As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of such structures to be approximately $ 855,000 .

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Statements of Operations and Comprehensive Income.

Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.

In addition, in February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas.

Certain of our farms suffered minor damage as a result of the storms, but no farms were materially impacted.

Southeastern U.S.

In September and October 2024, Hurricanes Helene and Milton caused widespread destruction across many states in the Southeastern U.S., including areas where several of our farms are located.

As a result of Hurricane Helene in September 2024, one of our farms in Georgia suffered damage to certain permanent plantings on the farm, and we estimated the carrying value of such plantings to be approximately $ 275,000 .

As such, during the year ended December 31, 2024 , we wrote down the carrying value of these plantings and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated Statements of Operations and Comprehensive Income.

Certain of our other farms in the region suffered minor damage as a result of Hurricanes Helene and Milton, but no other farms were materially impacted.

We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties and water assets that have an indication of impairment.

If this analysis indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset.

During the three months ended September 30, 2024, as a result of shortening our assumed holding periods for certain farms, we recognized an aggregate impairment charge of approximat ely $ 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.

Our estimates of fair value as of September 30, 2024, were determined based on expected sales prices per certain agreements entered into during October 2024.

These farms were sold in December 2024 at an additional net loss of approximately $ 432,000 .

We did not record any impairment charges during 2023.

Our borrowings as of December 31, 2024 and 2023 are summarized below (dollars in thousands):

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2/14/2025 -7/1/2051;

Variable-rate notes payable — 1,104 N/A

Fixed-rate bonds payable 32,946 52,640 3.13 %– 4.57 %;

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As of December 31, 2024, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.

The weighted-average interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.79 % and 3.77 % for the years ended December 31, 2023 and 2022, respectively.

The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.82 % and 3.79 % for the years ended December 31, 2024 and 2023, respectively.

In addition, 2023 interest patronage from our Farm Credit Notes Payable (as defined below) resulted in a 22.0 % reduction (approximately 101 basis points) to the stated interest rates on such borrowings.

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We generally borrow at a rate of 60 % of the value of the underlying agricultural real estate, and, except as noted herein, the amounts borrowed are not generally guaranteed by the Company.

Our loan agreements generally contain various affirmative and negative covenants, including with respect to liens, indebtedness, mergers, and asset sales, and customary events of default.

These agreements may also require that we satisfy certain financial covenants at the end of each calendar quarter or year.

Some of these financial covenants include, but are not limited to, staying below a maximum leverage ratio and maintaining a

Our loan agreements generally contain various affirmative

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minimum net worth value, rental-revenue-to-debt ratio, current ratio, and fixed charge coverage ratio.

and negative covenants, including with respect to liens, indebtedness, mergers, and asset sales, and customary events of default.

These agreements may also require that we satisfy certain financial covenants at the end of each calendar quarter or year.

Some of these financial covenants include, but are not limited to, staying below a maximum leverage ratio and maintaining a minimum net worth value, rental-revenue-to-debt ratio, current ratio, and fixed charge coverage ratio.

As of December 31, 2024, we were in compliance with all covenants applicable to the above borrowings.

MetLife Facility

On February 3, 2022, we amended our credit facility with Metropolitan Life Insurance Company (“MetLife”), which previously consisted of a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”) and $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit,” and together with the 2020 MetLife Term Note, the “Prior MetLife Facility”).

Pursuant to the amendment, our credit facility with MetLife now consists of the 2020 MetLife Term Note, the MetLife Lines of Credit, and a new $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the 2020 MetLife Term Note and the MetLife Lines of Credit, the “Current MetLife Facility”).

On December 14, 2023, we entered into an amendment with MetLife to extend the maturity dates of the MetLife Lines of Credit from April 5, 2024, to December 15, 2033.

In addition, the amendment revised certain covenant thresholds and increased the minimum balance requirement on each line of credit.

As part of this amendment, we paid aggregate fees of approximately $ 188,000 to MetLife.

The following table summarizes the pertinent terms of the Current MetLife Facility as of December 31, 2023 (dollars in thousands, except for footnotes):

As amended, our credit facility with Metropolitan Life Insurance Company (“MetLife”) consists of $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”), and a $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the MetLife Lines of Credit and the 2020 MetLife Term Note, the “MetLife Facility”).

The following table summarizes the pertinent terms of the MetLife Facility as of December 31, 2024 (dollars in thousands, except for footnotes):

Issuance Aggregate

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Totals $ 250,000 $ 40,500 $ 209,500

(1) Based on the properties that were pledged as collateral under the Current MetLife Facility, as of December 31, 2023, the maximum additional amount we could draw under the facility was approximately $ 110.2 million.

(1) Based on the properties that were pledged as collateral under the MetLife Facility, as of December 31, 2024, the maximum additional amount we could draw under the facility was approximately $ 105.9 million.

(2) The interest rate on the MetLife Lines of Credit is subject to a minimum annualized rate of 2.50 %, plus an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under each line of credit).

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In addition, through December 31, 2026, the 2020 MetLife Term Note and the 2022 MetLife Term Note are each subject to an unused fee ranging from 0.10 % to 0.20 % on undrawn amounts (based on the balance drawn under the respective note).

Under the Current MetLife Facility, we are generally allowed to borrow up to 60 % of the aggregate of the lower of cost or the appraised value of the pool of agricultural real estate pledged as collateral.

Amounts owed to MetLife under the Current MetLife Facility are guaranteed by us and each subsidiary of ours that owns a property pledged as collateral pursuant to the loan documents.

Under the MetLife Facility, we are generally allowed to borrow up to 60 % of the aggregate of the lower of cost or the appraised value of the pool of agricultural real estate pledged as collateral.

Amounts owed to MetLife under the MetLife Facility are guaranteed by us and each subsidiary of ours that owns a property pledged as collateral pursuant to the loan documents.

Farmer Mac Facility

Through certain subsidiaries of our Operating Partnership, we have entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”) for a secured note purchase facility (the “Farmer Mac Facility”).

As amended from time to time, the Farmer Mac Facility currently provides for bond issuances up to an aggregate amount of $ 225.0 million.

Pursuant to the Bond Purchase Agreement, as further amended on June 2, 2023, we may issue new bonds under the Farmer Mac Facility through December 31, 2026, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.

We did not issue any new bonds under the Farmer Mac Facility during the year ended December 31, 2023.

As amended, the Farmer Mac Facility currently provides for bond issuances through December 31, 2026, up to an aggregate amount of $ 225.0 million, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.

We did not issue any new bonds under the Farmer Mac Facility during either of the years ended December 31, 2024 or 2023.

Pursuant to the Bond Purchase Agreement, bonds issued by us to the Bond Purchaser will be secured by a security interest in loans originated by us (pursuant to a pledge and security agreement), which, in turn, will be collateralized by first liens on agricultural real estate owned by subsidiaries of ours.

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Farm Credit Notes Payable

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 various different Farm Credit associations

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(collectively, “Farm Credit”).

We did not enter into any new loan agreements with Farm Credit during the year ended December 31, 2023.

We did not enter into any new loan agreements with Farm Credit during either of the years ended December 31, 2024 or 2023.

Certain amounts owed under the Farm Credit Notes Payable, limited to 12 months of principal and interest due under certain of the loans, are guaranteed by us pursuant to the respective loan documents.

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Interest Patronage

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In total, 2023 interest patronage resulted in a 22.0 % reduction (approximately 101 basis points) to the interest rates on such borrowings.

In addition, during the three months ended September 30, 2023, we recorded approximately $ 111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage early.

We are unable to estimate the remaining amount of interest patronage to be received, if any, related to interest accrued during 2023 on our Farm Credit Notes Payable.

Debt Service – Aggregate Maturities

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Thereafter 189,638 (1)

(1) Subsequent to December 31, 2023, we repaid $ 16.2 million of expiring bonds.

During the year ended December 31, 2023, we repaid approximately $ 36.0 million of notes and bonds that were either maturing or scheduled for a price reset.

On a weighted-average basis, these borrowings bore interest at a stated rate of 3.73 % and an effective interest rate (after interest patronage) of 3.56 %.

(1) Subsequent to December 31, 2024, we repaid approximately $ 19.4 million of notes that were scheduled to mature in 2043 but were set to reprice in 2025.

During the year ended December 31, 2024, we repaid approximately $ 33.6 million of notes and bonds that were scheduled to either mature or reprice.

On a weighted-average basis, these borrowings bore interest at a fixed, stated rate of 3.69 % and an effective interest rate (after interest patronage) of 3.15 %.

ASC 820, “Fair Value Measurement (Subtopic 820)” (“ASC 820”), provides a definition of fair value that focuses on the exchange (exit) price of an asset or liability in the principal, or most advantageous, market and prioritizes the use of market-based inputs to the valuation.

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As of December 31, 2024, the aggregate fair value of our notes and bonds payable was approximately $ 486.3 million, as compared to an aggregate carrying value (excluding unamortized related debt issuance costs) of approximately $ 526.3 million.

The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC

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820-10 and is determined by a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of December 31, 2023, is deemed to approximate their aggregate carrying value of $ 200 ,000.

The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is determined by a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.

Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of December 31, 2024, is deemed to approximate their aggregate carrying value of $ 3.6 million.

Interest Rate Swap Agreements

In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings.

In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates.

In accordance with these swap agreements, we will pay our counterparty a

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fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates.

We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Consolidated Balance Sheets.

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MANDATORILY-REDEEMABLE PREFERRED STOCK

Series A Term Preferred Stock

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In August 2016, we completed a public offering of 6.375 % Series A Cumulative Term Preferred Stock, par value $ 0.001 per share (the “Series A Term Preferred Stock”), at a public offering price of $ 25.00 per share.

As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 1,150,000 shares of the Series A Term Preferred Stock for gross proceeds of approximately $ 28.8 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $ 27.6 million.

On February 12, 2021, we redeemed all of our outstanding shares of Series A Term Preferred Stock at a cash redemption price of $ 25.00 per share plus all accrued and unpaid dividends up to, but excluding, the redemption date.

In total, we paid approximately $ 28.8 million for the redemption of the Series A Term Preferred Stock using proceeds from the offering of our Series D Term Preferred Stock (as defined below).

Our Series A Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares.

In connection with this early redemption, we wrote off approximately $ 127,000 of unamortized issuance costs related to the issuance of the Series A Term Preferred Stock.

Series D Term Preferred Stock

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Generally, we were not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT.

On or after January 31, 2023, we may redeem the shares at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.

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after January 31, 2023, we may redeem the shares at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.

We incurred approximately $ 2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.

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Both our Adviser and Administrator are affiliates of ours, as their parent company is owned and controlled by David Gladstone, our chairman, chief executive officer, and president.

In addition, two of our executive officers, Mr.

Gladstone and Terry Brubaker (our chief operating officer), serve as directors and executive officers of each of our Adviser and Administrator.

Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is also executive vice president of administration of our Adviser.

We have entered into an investment advisory agreement with our Adviser and an administration agreement with our Administrator (the “Administration Agreement”).

The advisory agreement with our Advisor that was in effect through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”).

Each of the Advisory Agreements and the Administration Agreement were approved unanimously by our Board of Directors, including our independent directors.

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Gladstone also serves as a director and executive officer of each of our Adviser and Administrator.

In addition, Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is executive vice president of administration of our Adviser.

We have entered into an investment advisory agreement with our Adviser (the “Advisory Agreement”) and an administration agreement with our Administrator (the “Administration Agreement”).

Both the Advisory Agreement and the Administration Agreement were approved unanimously by our Board of Directors, including our independent directors.

Our Board of Directors reviews and considers renewing the agreement with our Adviser each July.

During its July 2023 meeting, our Board of Directors reviewed and renewed each of the Current Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2024.

A summary of the compensation terms for each of the Advisory Agreements and a summary of the Administration Agreement is below.

Advisory Agreements

Pursuant to each of the Prior Advisory Agreement (which was in effect from January 1, 2020, through June 30, 2021) and the Current Advisory Agreement (which has been in effect since July 1, 2021), 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.

During its July 2024 meeting, our Board of Directors reviewed and renewed each of the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2025.

A summary of the compensation terms for the Advisory Agreement and a summary of the Administration Agreement is below.

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.

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Base Management Fee

Pursuant to the Prior Advisory Agreement, a base management fee was paid quarterly and was calculated at an annual rate of 0.50 % ( 0.125 % 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.

Pursuant to the Current 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.

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.

Incentive Fee

Pursuant to each of the Advisory Agreements, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

For purposes of this calculation, Pre-Incentive Fee FFO is defined in each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) 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.

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 exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

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

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In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.

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Capital Gains Fee

Pursuant to each of the Advisory Agreements, a capital gains-based incentive fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the agreement with our Adviser).

Pursuant to the Advisory Agreement, a capital gains-based incentive fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the Advisory Agreement).

The capital gains fee shall equal:

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Termination Fee

Pursuant to each of the Advisory Agreements, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

Pursuant to the Advisory Agreement, in the event of our termination of the agreement with our Adviser for any reason (with 120 days’ prior written notice and the vote of at least two-thirds of our independent directors), a termination fee would be payable to the Adviser equal to three times the sum of the average annual base management fee and incentive fee earned by the Adviser during the 24-month period prior to such termination.

Administration Agreement

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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.

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.

As approved by our Board of Directors, our allocable portion of the Administrator’s expenses is generally derived by multiplying our Administrator’s total expenses by the approximate percentage of time the Administrator’s employees perform services for us in relation to their time spent performing services for all companies serviced by our Administrator under similar contractual agreements.

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Gladstone, who 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, including as chief legal officer, secretary, a member of its board of managers, and a managing principal.

In addition, Michael LiCalsi, our general counsel and secretary, serves in several capacities for Gladstone Securities, including as its chief legal officer, secretary, a member of its board of managers, and a managing principal.

Financing Arrangement Agreement

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The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions.

We did no t pay any financing fees to Gladstone Securities during the year ended December 31, 2023.

During the years ended December 31, 2022, and 2021, we paid total financing fees to Gladstone Securities of approximately $ 154,000 and $ 166,000 , respectively.

During the years ended December 31, 2024, 2023, and 2022, we paid financing fees to Gladstone Securities of $ 0 , $ 0 , and approximately $ 154,000 , respectively.

Through December 31, 2024, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.

Dealer-Manager Agreements

We have entered into dealer-manager agreements with Gladstone Securities (collectively, the “Dealer-Manager Agreements”), pursuant to which Gladstone Securities served or serves as our exclusive dealer-manager in connection with the offering of our Series C Preferred Stock and Series E Preferred Stock (each as defined in Note 8, “ Equity—Equity Issuances ”).

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We have entered into dealer-manager agreements with Gladstone Securities (collectively, the “Dealer-Manager Agreements”), pursuant to which Gladstone Securities served or serves as our exclusive dealer-manager in connection with the offering of our 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”) and our 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”).

Pursuant to the Dealer-Manager Agreements, Gladstone Securities provided or provides certain sales, promotional, and marketing services to us in connection with the offering of the Series C Preferred Stock and Series E Preferred Stock, and we generally paid or pay Gladstone Securities for the following:

• With regard to the Series C Preferred Stock:

i selling commissions of up to 6.0 % of the gross proceeds from sales in the offering (the “Series C Selling Commissions”), and

ii a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series C Dealer-Manager Fee”).

◦ selling commissions of up to 6.0 % of the gross proceeds from sales in the offering (the “Series C Selling Commissions”), and

◦ a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series C Dealer-Manager Fee”).

• With regard to the Series E Preferred Stock:

i selling commissions of up to 7.0 % of the gross proceeds from sales in the offering (the “Series E Selling Commissions,” and together with the Series C Selling Commissions, the “Selling Commissions”), and

ii a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series E Dealer-Manager Fee,” and together with the Series C Dealer-Manager Fee, the “Dealer-Manager Fees”).

No Selling Commissions or Dealer-Manager Fees shall be paid with respect to shares of the Series C Preferred Stock sold pursuant to our dividend reinvestment plan (the “DRIP”) for the Series C Preferred Stock.

◦ selling commissions of up to 7.0 % of the gross proceeds from sales in the offering (the “Series E Selling Commissions,” and together with the Series C Selling Commissions, the “Selling Commissions”), and

◦ a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series E Dealer-Manager Fee,” and together with the Series C Dealer-Manager Fee, the “Dealer-Manager Fees”).

No Selling Commissions or Dealer-Manager Fees were paid with respect to shares of the Series C Preferred Stock sold pursuant to the DRIP for the Series C Preferred Stock.

Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings.

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The following tables summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the years ended December 31, 2024, 2023, and 2022 (dollars in thousands):

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For the Years Ended December 31,

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109 1,771 3,225

Incentive fee waiver (2)

Total fees to our Adviser $ 8,370 $ 10,374 $ 11,532

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(3) Included within Additional paid-in capital on the accompanying Consolidated Balance Sheets.

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(4) Included within Notes and bonds payable, net on the Consolidated Balance Sheets and amortized into Interest expense on the Consolidated Statements of Operations and Comprehensive Income.

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Administration fee 613 546

Cumulative accrued but unpaid portions of prior Administration Fees (2)

Cumulative accrued but unpaid portion of prior Administration Fees (2)

Total due to Administrator 830 687

Total due to Gladstone Securities (3)

Total due to related parties (3)

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(2) Represents the cumulative accrued but unpaid portion of prior Administration fees that are scheduled to be paid during the three months ending September 30 of each year, which is the quarter following our Administrator’s fiscal year end.

(3) Represents certain costs related to sales of preferred stock paid by Gladstone Securities on our behalf.

(3) Reflected as a line item on our accompanying Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

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Operating Obligations

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December 31, 2024

Columbia, OR 157 1,800 (2)

Q3 2024 1,146

Monterey, CA 329 $ 1,100 (2)

Lucie, FL 549 230 Q3 2025 185

Atkinson, GA 175 175 Q3 2025 30

Ventura, CA 402 1,000 (2)

Napa, CA 270 1,635 (2)

Q4 2029 1,158

Wicomico & Caroline, MD, and Sussex, DE 833 115 Q3 2030 49

Franklin & Grant, WA, & Umatilla, OR 1,126 4,203 (2)

Q4 2032 2,903

Wicomico & Caroline, MD, and Sussex, DE 833 155 Q3 2034 49

Charlotte, FL 975 800 (2)

(1) Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.

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Ground Lease Obligations

In connection with certain farms acquired through a leasehold interest, we assumed certain ground lease arrangements under which we are the lessee.

In connection with certain farms acquired through leasehold interests, we assumed certain ground lease arrangements under which we are the lessee.

These operating ground leases have lease expiration dates ranging from February 2025 through December 2041, and none of these leases contain any extension, renewal, or termination options.

At lease commencement, the net present value of the minimum lease payments was determined by discounting the respective future minimum lease payments using a discount rate equivalent to our fully-collateralized borrowing rate ranging from 4.22 % to 8.72 %.

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As of December 31, 2024 and 2023, we recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes):

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Weighted-average incremental borrowing rate 8.35 % 8.12 %

(1) Operating lease right-of-use assets are shown net of prepaid lease payments of approximately $ 6,000 for each of the years ended December 31, 2023 and 2022 and are included within Other assets , net on the accompanying Consolidated Balance Sheets.

(1) Operating lease right-of-use assets are shown net of prepaid lease payments of approximately $ 23,000 and $ 6,000 as of December 31, 2024, and 2023, respectively, and are included within Other assets , net on the accompanying Consolidated Balance Sheets.

(2) Included within Other liabilities , net on the accompanying Consolidated Balance Sheets.

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The amounts shown above represent estimated amounts based on the lease rates currently in place.

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As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 105,000 , $ 103,000 , and $ 92,000 during the years ended December 31, 2024, 2023, and 2022, respectively.

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Amendment to Articles of Incorporation and Operating Partnership Agreement

On January 13, 2021, we amended our articles of incorporation (i) setting forth the rights, preferences, and terms of the Series D Term Preferred Stock and (ii) reclassifying and designating 3,600,000 shares of our authorized and unissued shares of common stock as shares of Series D Term Preferred Stock.

In connection with the authorization of the Series D Term Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00 % Series D Cumulative Term Preferred Units (the “Series D Term Preferred Units”) as are issued shares of the Series D Term Preferred Stock by the Company.

Generally, the Series D Term Preferred OP Units have preferences, distribution rights, and other provisions substantially equivalent to those of the Series D Term Preferred Stock.

On November 9, 2022, we further amended our articles of incorporation (i) reclassifying and designating 15,551,347 authorized but unissued shares of our Series C Preferred Stock and 1,185,000 authorized but unissued shares of our Series D Term Preferred Stock as shares of common stock, (ii) setting forth the rights, preferences, and terms of the Series E Preferred Stock, and (iii) reclassifying and designating 16,000,000 shares of our authorized and unissued shares of common stock as shares of Series E Term Preferred Stock.

On November 9, 2022, we amended our articles of incorporation (i) reclassifying and designating 15,551,347 authorized but unissued shares of our Series C Preferred Stock and 1,185,000 authorized but unissued shares of our Series D Term Preferred Stock as shares of common stock, (ii) setting forth the rights, preferences, and terms of the Series E Preferred Stock, and (iii) reclassifying and designating 16,000,000 shares of our authorized and unissued shares of common stock as shares of Series E Term Preferred Stock.

In connection with the authorization of the Series E Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00 % Series E Cumulative Redeemable Preferred Units (the “Series E Preferred OP Units”) as are issued shares of the Series E Preferred Stock by the Company.

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Registration Statement

On March 6, 2020, we filed a universal registration statement on Form S-3 (File No.

333-236943) with the SEC (the “2020 Registration Statement”).

The 2020 Registration Statement, which was declared effective by the SEC on April 1, 2020, permitted us to issue up to an aggregate of $ 1.0 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.

Under the 2020 Registration Statement, we issued a total of approximately 10,254,072 shares of Series C Preferred Stock for gross proceeds of approximately $ 253.9 million, 2,415,000 shares of Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million, 77,841 shares of Series E Preferred Stock for gross proceeds of approximately $ 1.9 million, and 14,367,524 shares of common stock (including common stock issued to redeem OP Units) for gross proceeds of approximately $ 280.9 million.

On March 28, 2023, we filed a universal registration statement on Form S-3, as amended (File No.

333-270901), with the SEC (the “2023 Registration Statement”) to replace the 2020 Registration Statement.

The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, 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 securities.

333-270901), with the SEC (the “2023 Registration Statement”) to replace our prior universal registration statement.

The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $ 1.5 billion in securities

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consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities.

Through December 31, 2024, we have issued a total of 176,195 shares of Series E Preferred Stock for gross proceeds of approximately $ 4.4 million and 470,676 shares of common stock for gross proceeds of approximately $ 6.8 million under the 2023 Registration Statement.

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Series C Preferred Stock

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On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series C Offering”) of up to 26,000,000 shares of our newly-designated 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”).

The Series C Offering permitted us to sell up to 20,000,000 shares (the “Primary Series C Offering”) of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share and up to 6,000,000 shares of our Series C Preferred Stock pursuant to the DRIP at a price of $ 22.75 per share.

On August 24, 2022, we amended the Series C Offering, to (i) reduce the amount of shares of the Series C Preferred Stock offered through the Primary Series C Offering to 10,200,000 , (ii) reduce the amount of shares of the Series C Preferred Stock offered pursuant to the DRIP to 200,000 , and (iii) reduce the duration of the period during which shares of the Series C Preferred Stock may be offered to the earlier of (a) December 31, 2022 (unless earlier terminated or extended by our Board of Directors) or (b) the date on which all 10,200,000 shares of the Series C Preferred Stock offered in the Primary Series C Offering are sold.

In conjunction with the amendment of the Series C Offering, we expensed approximately $ 798,000 of unamortized deferred offering costs.

These costs were recorded to Write-off of costs associated with the offering of Series C cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2022.

The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold.

In addition, the Series C Preferred Stock DRIP was terminated effective March 22, 2023.

Exclusive of redemptions, the Primary Series C Offering resulted in total gross proceeds of approximately $ 252.6 million and net proceeds, after deducting Series C Selling Commissions, Series C Dealer-Manager Fees, and offering expenses payable by us, of approximately $ 230.5 million.

On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of our Series C Preferred Stock (the “Series C Offering”).

Under the Series C Offering, as amended, we were permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $ 22.75 per share.

The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold resulting in total gross proceeds, exclusive of redemptions, of approximately $ 252.6 million and net proceeds, after deducting commissions, dealer-manager fees, and offering expenses payable by us, of approximately $ 230.5 million.

The Series C Preferred Stock DRIP was terminated effective March 22, 2023.

See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series C Offering.

The following table provides information on sales of the Series C Preferred Stock that occurred during the years ended December 31, 2022, and 2021 (dollars in thousands, except per-share amounts):

Years Ended December 31,

Number of shares sold (1)

6,701,987 2,407,027

Weighted-average offering price per share $ 24.76 $ 24.81

Gross proceeds $ 165,941 $ 59,720

Net proceeds (2)

$ 152,470 $ 54,760

(1) Excludes shares issued pursuant to the DRIP.

During the years ended December 31, 2023, 2022, and 2021, we issued approximately 14,069 shares, 34,628 shares, and 7,791 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP.

(2) Net of Series C Selling Commissions, Series C Dealer-Manager Fees, and underwriting discounts.

In addition, during the years ended December 31, 2023, 2022, and 2021, 48,913 shares, 38,595 shares, and 9,920 shares, respectively, of Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 1.2 million, $ 901,000 , and $ 248,000 , respectively.

During the year ended December 31, 2023, we listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP.” Trading of the Series C Preferred Stock on Nasdaq commenced on June 8, 2023.

We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.

During the year ended December 31, 2022, we sold 6,701,987 shares of the Series C Preferred Stock at a weighted average offering price per share of $ 24.76 , resulting in gross proceeds of approximately $ 165.9 million and net proceeds, after deducting commissions and dealer-manager fees, of approximately $ 152.5 million.

Additionally, during the years ended December 31, 2023 and 2022, we issued 14,069 shares and 34,628 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares and 38,595 shares, respectively, of the Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 1.2 million and $ 901,000 , respectively.

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 newly-designated 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share.

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.

See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.

No shares of the Series E Preferred Stock had been sold during the year ended December 31, 2022.

The following table provides information on sales of our Series E Preferred Stock during the year ended December 31, 2023 (dollars in thousands, except per-share amounts):

Year Ended December 31, 2023

The following table provides information on sales of our Series E Preferred Stock during the years ended December 31, 2024 and 2023 (dollars in thousands, except per-share amounts):

Number of shares sold 16,595 237,441

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Net proceeds (1)

$ 373 $ 5,342

(1) Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.

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Refer to Note 11, “Subsequent Events—Equity Activity—Series E Preferred Stock,” for sales of the Series E Preferred Stock completed subsequent to December 31, 2024.

In addition, during the year ended December 31, 2023, 1,600 shares of Series E Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 36,000 .

No shares of the Series E Preferred Stock were tendered for optional redemption during the year ended December 31, 2024.

The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by its Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offering in the Series E Offering are sold.

There is currently no public market for shares of Series E Preferred Stock.

The Company intends to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one 12 months after the Series E Termination Date;

We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date;

however, there can be no assurance that a listing will be achieved in such timeframe, or at all.

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At-the-Market Program

On May 12, 2020, we entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg Thalmann & Co.

(each a “Sales Agent”), that as subsequently amended, permitted us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price up to $ 260.0 million (the “Prior ATM Program).

On April 13, 2023, we entered into separate amended and restated equity distribution agreements with the Sales Agents to allow us to sell shares of our common stock having an aggregate offering price of up to $ 500.0 million (the “New ATM Program,” and collectively with the Prior ATM Program, the “ATM Program”).

The following table provides information on shares of common stock sold by the Sales Agents under the ATM Program during the years ended December 31, 2023, 2022, and 2021 (dollars in thousands, except per-share amounts):

We have entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg Thalmann & Co.

(each a “Sales Agent”), that, as amended, currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $ 500.0 million (the “ATM Program”).

The following table provides information on shares of common stock sold under the ATM Program during the years ended December 31, 2024, 2023, and 2022 (dollars in thousands, except per-share amounts):

Years Ended December 31,

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(1) Net of underwriting commissions.

Repurchase Program

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 Series C Preferred Stock (collectively, the “Repurchase Program”).

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.

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.

Any repurchases will be made during applicable trading window periods or pursuant to applicable Rule 10b5-1 trading plans.

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)

Weighted-average repurchase price per share $ 21.09

Gain on repurchase (2)

Series C Preferred Stock:

Number of shares repurchased 201,646

Gross repurchase price (1)

Weighted-average repurchase price per share $ 20.83

Gain on repurchase (2)

(1) Inclusive of broker commissions.

(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 Consolidated Statements of Operations and Comprehensive Income.

Non-Controlling Interests in Operating Partnership

We consolidate our Operating Partnership, which is a majority-owned partnership.

As of December 31, 2023, 2022, and 2021, we owned approximately 100.0 %, 100.0 %, and 99.4 %, respectively, of the outstanding OP Units.

As of each of December 31, 2023 and 2022, there were no OP Units held by non-controlling OP Unitholders.

As of December 31, 2021, there were 204,778 OP Units held by non-controlling OP Unitholders.

As of each of December 31, 2024, 2023, and 2022, we owned 100.0 %, of the outstanding OP Units, and there were no OP Units held by non-controlling OP Unitholders.

On or after 12 months after becoming a holder of OP Units, each non-controlling OP Unitholder has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one -for-one basis.

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A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.

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Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock.

When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced and stockholders’ equity is increased.

During the year ended December 31, 2021, we issued 204,778 OP Units to noncontrolling OP Unitholders representing an aggregate value of approximately $ 4.0 million, or $ 19.42 per OP Unit.

During the year ended December 31, 2022, we redeemed those 204,778 OP Units with a cash payment of approximately $ 7.7 million or $ 37.45 per OP Unit.

During the year ended December 31, 2022, we redeemed 204,778 OP Units that were previously issued to noncontrolling OP Unitholders with a cash payment of approximately $ 7.7 million or $ 37.45 per OP Unit.

The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.

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Distributions

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Issuance 2024 2023 2022

Series A Term Preferred Stock (1)(2)

$ — $ — $ 0.181510

Series B Preferred Stock 1.500000 1.500000 1.500000

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(1) Dividends are treated similar to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.

(2) The Series A Term Preferred Stock was redeemed in full on February 12, 2021.

(3) The Series D Term Preferred Stock was issued on January 19, 2021.

(2) The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.

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Series D Term Preferred Stock 30.782342 % 22.611772 % 46.605886 %

Series E Preferred Stock 30.782342 % 22.611772 % 46.605886 %

Common Stock — % — % 100.000000 %

For the Year Ended December 31, 2022

Series A Term Preferred Stock 54.534493 % — % 45.465507 %

Series B Preferred Stock 34.205000 % — % 65.795000 %

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The following table sets forth the components of our lease revenue for the years ended December 31, 2024, 2023, and 2022 (dollars in thousands, except for footnotes):

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For the Years Ended December 31,

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$ 84,763 $ 90,319 $ 89,236

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(1) Fixed lease payments include contractual rents under lease agreements with tenants recognized on a straight-line basis over the respective lease terms and includes the amortization of above-market lease values and lease incentives and the accretion of below-market lease values and other deferred revenue.

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Participation rents are generally recognized when all contingencies have been resolved and when actual results become known or estimable, enabling us to estimate and/or measure our share of such gross revenues.

During the years ended December 31, 2023, 2022, and 2021, we recorded participation rents of approximately $ 5.9 million, $ 7.7 million, and $ 5.2 million, respectively, and reimbursements of certain property operating expenses by tenants of approximately $ 688,000 , $ 110,000 , and $ 101,000 , respectively.

In addition, during the year ended December 31, 2023, we recorded late fees of approximately $ 46,000 .

During the years ended December 31, 2024, 2023, and 2022, we recorded participation rents of approximately $ 9.4 million, $ 5.9 million, and $ 7.7 million, respectively;

reimbursements of certain property operating expenses by tenants of approximately $ 1.4 million, $ 688,000 , and $ 110,000 , respectively;

and late fees of approximately $ 20,000 , $ 46,000 , and $ 0 , respectively.

(3) Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.

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The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net income or loss.

For the Years Ended December 31,

(Dollars in thousands, except per-share amounts):

For the Years Ended December 31,

2024 2023 2022

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SUBSEQUENT EVENTS

Portfolio Activity—Property Sale

On January 11, 2024, we completed the sale of a 3,748 -acre farm in Martin County, Florida, for approximately $ 65.7 million.

Portfolio Activity—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 approximately $ 52.5 million.

Including closing costs, we recognized a net gain on the sale of approximately $ 14.2 million.

2024 California Floods

In February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas.

Certain of our farms in the state suffered minor damage as a result of the storms, but no farms were materially impacted.

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.

Financing Activity

Debt Activity—Loan Maturities

Subsequent to December 31, 2023, we repaid $ 16.2 million in maturing bonds that bore interest at a weighted-average annual rate of 3.15 %.

Equity Activity

The following table provides information on equity sales that have occurred subsequent to December 31, 2023 (dollars in thousands, except per-share amounts):

Type of Issuance Number of

Shares Sold Weighted Average Offering Price

Per Share Gross Proceeds Net Proceeds (1)

Series E Preferred Stock 10,340 $ 25.00 $ 259 $ 233

(1) Net of Selling Commissions and Dealer-Manager Fees or underwriting discounts and commissions (in each case, as applicable).

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Debt Activity—Loan Repayments

Subsequent to December 31, 2024, we repaid approximately $ 19.4 million of loans.

On a weighted-average basis, these borrowings bore interest at a fixed, stated rate of 5.38 % and an effective interest rate (after interest patronage, where applicable) of 4.62 %.

Distributions

On January 9, 2024, our Board of Directors authorized and we declared the following monthly cash distributions to holders of our preferred and common stock:

On January 14, 2025, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:

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Issuance Record Date Payment Date Distribution per Share

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Total Common Stock Distributions:

(1) The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders as of the above record dates.

(1) The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders, if any, as of the above record dates.

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12/28/2016 5,979 11,430 278 — — — — 11,430 278 — 11,708 ( 278 )

Martin County, Florida:

Land & Improvements

1/12/2017 16,200 52,443 1,627 — — — — 52,443 1,627 — 54,070 ( 445 )

Yuma County, Arizona Land & Improvements

6/1/2017 10,551 12,390 12,191 — 151 16,810 — 12,541 29,001 — 41,542 ( 9,562 )

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Fresno County, California:

1 unchanged sentence

7/17/2017 — 5,048 777 7,818 3,249 2,522 ( 1,124 ) 8,297 3,299 6,694 18,290 ( 2,649 )

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Santa Barbara County, California:

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Tehama County, California Land & Improvements & Horticulture 4/5/2021 21,355 27,747 2,512 6,600 103 34 — 27,850 2,546 6,600 36,996 ( 2,738 )

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Kern County, California Land & Improvements & Horticulture 6/4/2021 9,460 21,810 2,514 25,984 65 673 — 21,875 3,187 25,984 51,046 ( 9,268 )

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Van Buren County, Michigan:

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( 69,053 ) ( 5,160 )

Impairments during period ( 2,106 ) —

Balance, end of period (1)

$ 1,372,260 $ 1,437,812

(1) Includes approximately $ 54.1 million of real estate held for sale, at cost, as of December 31, 2023.

(1) Includes approximately $ 47.6 million and $ 54.1 million of real estate held for sale, at cost, as of December 31, 2024 and 2023, respectively.

The following table reconciles the change in the balance of accumulated depreciation during the years ended December 31, 2024 and 2023, respectively (dollars in thousands):

5 unchanged sentences

$ 169,190 $ 142,657

(1) Includes approximately $ 445,000 of accumulated depreciation related to real estate held for sale as of December 31, 2023.

(1) Includes approximately $ 1.4 million and $ 445,000 of accumulated depreciation related to real estate held for sale as of December 31, 2024 and 2023, respectively.

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1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data