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(b) Management’s Annual Report on Internal Control over Financial Reporting
−Removed: Refer to “ Report of Management on Internal Controls over Financial Reporting ,” located in Part II, Item 8 of this Form 10-K.
−Removed: (c) Attestation Report of the Registered Public Accounting Firm
−Removed: Refer to the “ Report of Independent Registered Public Accounting Firm ” located in Part II, Item 8 of this Form 10-K.
−Removed: (d) Changes in Internal Control over Financial Reporting
+Added: Refer to “ Report of Management on Internal Control over Financial Reporting ,” located in Part II, Item 8 of this Form 10-K.
+Added: (c) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Only those sections of the 2025 Proxy Statement that specifically address the items set forth herein are incorporated by reference.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by Item 12 is hereby incorporated by reference from our 2024 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by Item 10 is hereby incorporated by reference from our 2024 Proxy Statement under the captions “ Election of Directors to Class of 2026 ,” “ Information Regarding the Board of Directors and Corporate Governance ,” “ Compensation Committee Report, ” “ Executive Officers ,” and the sub-caption “ Code of Ethics and Business Conduct .”
+Added: The information required by Item 10 is hereby incorporated by reference from our 2025 Proxy Statement under the captions “ Election of Directors to the Class of 2028 ,” “ Information Regarding the Board of Directors and Corporate Governance ,” “ Compensation Committee Report, ” “ Executive Officers ,” and the sub-captions “ Code of Ethics and Business Conduct ” and “Insider Trading Policy.”
EXECUTIVE COMPENSATION
The information required by Item 11 is hereby incorporated by reference from our 2025 Proxy Statement under the captions “ Executive Compensation ,” “ Director Compensation ” and “ Compensation Committee Report ” and the sub-caption “ Compensation Committee Interlocks and Insider Participation .”
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: The information required by Item 12 is hereby incorporated by reference from our 2025 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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001-357954), filed on February 22, 2022
−Removed: 10.13 Second Amendment to Loan Agreement, dated as of December 14, 2023 by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender+
+Added: 10.13 Second Amendment to Loan Agreement, dated as of December 14, 2023 by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender, incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.
+Added: 001-357954), filed on February 20, 2024
+Added: 10.14 Third Amendment to Loan Agreement, dated as of November 4, 2024 by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company .+
10.15 Amended and Restated Subscription Escrow Agreement, dated as of May 31, 2018, by and among Gladstone Land Corporation, Gladstone Land Securities, LLC, and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
2 unchanged sentences
001-35795), filed on February 20, 2020.
+Added: Table of Content
10.17 Second Amendment to the Escrow Agreement, dated as of November 9, 2022, by and between Gladstone Land Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
001-35795), filed on August 24, 2022.
−Removed: Table of Content
10.18 Amended and Restated Dealer Manager Agreement, dated as of August 24, 2022, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.
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001-35795), filed on November 9, 2022
+Added: 19 Insider Trading Policy+
21 List of Subsidiaries of Gladstone Land Corporation.+
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32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++
−Removed: 97.1 Gladstone Land Corporation Compensation Recoupment Policy+
−Removed: 99.1 Estimated Value Methodology for Series E Cumulative Redeemable Preferred Stock at December 31, 2023 +
+Added: 97.1 Gladstone Land Corporation Compensation Recoupment Policy, incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No.
+Added: 001-357954), filed on February 20, 2024
+Added: 99.1 Estimated Value Methodology for Series E Cumulative Redeemable Preferred Stock as of December 31, 2024 +
* Certain information in this exhibit has been redacted pursuant to Item 601(b)(10) of Regulation S-K and the Company agrees to furnish to the Securities and Exchange Commission a complete copy of the exhibit, including the redacted portions, upon request.
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Lewis Parrish
−Removed: Chief Financial Officer
+Added: Chief Financial Officer and Assistant Treasurer
February 19, 2025 By:
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February 19, 2025 By:
−Removed: /s/ Paul Adelgren
−Removed: Paul Adelgren
−Removed: February 20, 2024 By:
/s/ Michela A.
February 19, 2025 By:
+Added: /s/ Katharine C.
+Added: February 19, 2025 By:
/s/ Paula Novara
8 unchanged sentences
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.