What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-12 · 210 added, 157 removed, 375 unchanged (49% of the section changed)

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These statements may relate to, among other things, future events or our future performance or financial condition.

In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provided,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely,” or the negative of such terms or comparable terminology.

In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provide,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely,” “appear,” or the negative of such terms or comparable terminology.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements.

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We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (the “Quarterly Report”), except as required by law.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), except as required by law.

This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties.

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All references to “we,” “our,” “us” and the “Company” in this Quarterly Report mean Gladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only to Gladstone Land Corporation.

We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily in the business of owning and leasing farmland, occasionally through lease structures that include a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent.

We are not generally a grower of crops, nor do we typically farm the properties we own;

however, from time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a taxable REIT subsidiary (“TRS”) of ours.

We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily engaged in owning and leasing farmland, including through lease structures that occasionally include a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent.

From time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a taxable REIT subsidiary (“TRS”).

We currently own 150 farms totaling 103,001 acres across 15 states in the U.S.

and 55,306 acre-feet of water assets in California.

We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.

In addition, two of our properties (comprising four farms) are currently being directly operated.

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O ur investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).

The following table summarizes the different geographic locations (by state) of our farms owned as of and during the three months ended March 31, 2025 and 2024 (dollars in thousands):

As of and For the Three Months Ended March 31, 2025 As of and For the Three Months Ended March 31, 2024

The following table summarizes the different geographic locations (by state) of our farms owned as of and during the six months ended June 30, 2025 and 2024 (dollars in thousands):

As of and For the Six Months Ended June 30, 2025 As of and For the Six Months Ended June 30, 2024

Revenue % of Total

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Washington 6 2,520 2.4% 2,181 7.5% 6 2,520 2.2% 2,124 5.2%

Colorado 12 32,773 31.8% 667 4.0% 12 32,773 29.3% 661 3.3%

Arizona 6 6,320 6.1% 1,169 4.0% 6 6,320 5.6% 1,138 2.8%

Colorado 12 32,773 31.8% 1,040 3.6% 12 32,773 29.3% 1,322 3.2%

Oregon 6 898 0.9% 841 2.9% 6 898 0.8% 1,133 2.7%

Nebraska 7 5,223 5.1% 289 1.7% 9 7,782 7.0% 25 0.1%

Michigan 12 1,245 1.2% 551 1.9% 9 7,782 7.0% 314 0.8%

Nebraska 7 5,223 5.1% 644 2.2% 23 1,892 1.7% 495 1.2%

Texas 1 3,667 3.6% 265 0.9% 1 3,667 3.3% 225 0.5%

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(i) fixed base cash rents, (ii) fixed base cash rents, plus a variable component, referred to as “participation rents,” based on the gross revenues generated from the respective farms, or, to a lesser extent, (iii) no fixed base cash rents (or, in certain cases, a cash allowance to cover certain operating or capital costs), in exchange for a significantly higher share of participation rents.

Fixed base cash rent is generally payable to us in advance on either an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses as set forth within the lease, while participation rent is generally payable to us annually, often in the fourth quarter of each fiscal year.

Fixed base cash rent is generally payable to us in advance on an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses as set forth within the lease, while participation rent is generally payable to us annually, with the majority of it coming in the fourth quarter of each fiscal year.

Currently, 92 of our farms are leased on a pure, triple-net basis, 46 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), 4 farms are direct-operated, and 5 farms are vacant.

Additionally, 24 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms (though such leases often include a guarantee of a minimum amount of rental income).

Additionally, 24 of our farms are leased under agreements that include participation rents, though such leases often include a guarantee of a minimum amount of rental income.

Lease Expirations

Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal.

The following table summarizes the lease expirations by year for the farms owned and with leases in place as of March 31, 2025 (dollars in thousands):

The following table summarizes the lease expirations by year for the farms owned and with leases in place as of June 30, 2025 (dollars in thousands):

Year Number of

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Acreage Lease Revenue for the

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

2025 14 15,002 14.6% $ (2,777) (2)

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etc.) with varying expirations on certain of our farms.

(4) Includes lease revenues of approximately $3.9 million from nine farms on which the respective leases expired and which are currently either direct-operated or vacant, and approximately $7,000 from seven farms sold during the three months ended March 31, 2025 .

(4) Includes lease revenues of approximately $3.9 million from nine farms on which the respective leases expired and which are currently either direct-operated or vacant, approximately $526,000 from two farms that were held for sale at June 30, 2025, and are expected to be sold during the three months ending September 30, 2025, and approximately $7,000 from seven farms sold during the three months ended March 31, 2025 .

We are currently exploring a variety of options with certain of our 2025 lease expirations, including negotiating lease terms with existing and prospective new tenants and discussing sale options with prospective buyers.

In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may decide to continue with an adjusted lease structure that involves a reduced base rent amount (or none) and/or, in certain cases, a cash lease incentive, in exchange for increasing the participation rent components, or we may decide to continue to operate certain of these properties ourselves via third-party management agreements.

In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may decide to continue with an adjusted lease structure that involves a reduced base rent amount (or none) and/or, in certain cases, a cash lease incentive, in exchange for an increased level of participation rents, or we may decide to continue to operate certain of these properties ourselves via third-party management agreements.

Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.

Business Environment

Impact of Inflation, Interest Rates, and Tariffs

Impact of Inflation, Interest Rates, and Tariffs and Trade

According to t he U.S.

Bureau of Labor Statistics, the consumer price index (“CPI”) rose at an a nnual rate of 2.4% through March 31, 2025, continuing the downward trend from the inflation peak in mid-2022.

Bureau of Labor Statistics, the consumer price index (“CPI”) rose at an a nnual rate of 2.7% through June 30, 2025, continuing the downward trend from the inflation peak in mid-2022.

Food price increases have also slowed but remain elevated, with the overall food category rising at an annual rate of 3.0% over the same period.

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Interest Rates

After holding rates steady since July 2023, the Federal Reserve initiated its first rate cut in over four years in September 2024, lowering the benchmark federal funds rate by 50 basis points and signaling a potential shift toward an easing of monetary policy.

However, since that initial cut, the Federal Reserve has held off on further reductions, as stronger-than-anticipated economic data (particularly in the labor and consumer spending sectors), along with growing uncertainty around the duration and impact of newly-imposed tariffs, have renewed inflationary concerns.

As a result, U.S.

The Federal Reserve initiated a brief rate-cutting cycle in September 2024—its first in over four years—lowering the benchmark federal funds rate by a total of 100 basis points before pausing in December 2024.

Since then, stronger-than-anticipated economic data, particularly in the labor market and consumer spending, combined with ongoing uncertainty regarding the scope and impact of newly-imposed tariffs, have reignited inflationary concerns.

As a result, the Federal Reserve has held rates steady, and U.S.

Treasury yields have remained elevated, with the 10-year Treasury consistently trading above 4.4% in recent months.

Furthermore, despite earlier expectations of multiple rate cuts, the timing and pace of any future easing remains highly uncertain.

The ongoing volatility in the interest rate environment continues to affect the cost of long-term financing, constraining our ability to pursue new farmland acquisitions at favorable terms .

Although earlier expectations called for multiple rate cuts in 2025, the timing and pace of any future monetary easing remain highly uncertain.

Continued volatility in the interest rate environment has sustained upward pressure on long-term financing costs, which may constrain our ability to pursue new farmland acquisitions on favorable terms.

Currently, over 99.9% of our borrowings are at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.39% for another 3.3 years.

As a result, our existing debt portfolio has been largely insulated from the sharp rise in interest rates over the past couple of years, and we believe we are well-protected against the potential for prolonged elevated interest rates or any future rate increases.

Ongoing trade tensions and the recent implementation of new tariffs have introduced added uncertainty for many U.S.

agricultural exports, including certain crops grown on some of our farms, including almonds and pistachios.

While fresh produce, including berries and most vegetables, is more insulated due to strong domestic consumption, approximately 60%-70% of U.S.-grown almonds and pistachios are exported annually.

As a result, these crops are more vulnerable to shifting trade dynamics and potential retaliatory tariffs.

While the full impact on crop prices and grower economics remains uncertain, we continue to monitor developments closely, as any sustained disruption to export markets could influence lease structures and participation rent levels on the affected farms.

Another factor influencing export demand is a weakening U.S.

A weaker dollar makes U.S.

exports more price-competitive in the global marketplace, which may help mitigate any negative effects of tariffs.

As a result, our existing debt portfolio has been largely insulated from the rise in interest rates in recent years, and we believe we are well-protected against the potential for prolonged elevated interest rates and future rate increases.

Tariffs and Trade

Ongoing trade tensions and the implementation of new tariffs continue to introduce uncertainty into U.S.

agricultural exports markets.

Certain crops grown on our farms, including almonds and pistachios, are particularly exposed to these risks, as approximately 60% to 80% of U.S.-produced almonds and pistachios are exported annually.

In contrast, crops with strong domestic demand, such as fresh produce (including berries and vegetables), are generally less affected by trade-related disruptions.

Although international trade developments have affected sentiment in export-oriented crop markets, pricing for almonds and pistachios continues to be primarily driven by fundamental supply and demand dynamics.

The USDA’s most recent Almond Objective Forecast projects a larger-than-expected harvest for 2025, which initially exerted downward pressure on prices.

However, market pricing has since partially rebounded, and almond prices remain above levels observed at this time last year.

As we move into harvest, further clarity is expected regarding the forecast’s accuracy and its impact on overall pricing.

Pistachios continue to experience strong international demand, although limited inventory has constrained current market activity.

Demand for pistachio-based ingredients is also rising, driven by broader consumer trends and international market growth.

The 2025 U.S.

pistachio crop is projected to be the largest on record, fueled by an increase in bearing acreage.

While this expansion is expected to continue in the near term as existing plantings mature, the pace of new orchard development has slowed in recent years, a trend we expect will persist.

We continue to monitor tariff discussions and trade policy developments closely, but the full impact on crop prices and grower economics remains uncertain.

Prolonged disruptions to export markets could impact lease structures and participation rent levels on the affected farms.

Additionally, significant increases in tariffs or unfavorable trade terms for almonds or pistachios could lead to us allocating additional capital to support crop production under certain lease agreements, in exchange for higher participation rents.

Another key factor impacting export demand is the strength of the U.S.

A weaker dollar enhances the global competitiveness of U.S.

agricultural exports, which may help offset any adverse effects of tariffs and trade constraints and potentially drive increased demand for domestically-grown products.

California Water Outlook

The 2024-2025 water year has aligned with a typical “La Niña” weather pattern, bringing increased precipitation to Northern California and drier conditions in the southern part of the state.

Northern regions experienced significant rainfall and snow from multiple atmospheric river events during the winter, while portions of Southern California remain affected by varying levels of drought conditions.

Overall, this marks the third consecutive year of average or above-average precipitation statewide.

Notably, late-season rain and snow events have led to peak snowpack levels occurring after the April 1 historical average, supporting strong snowmelt runoff through the spring and into early summer.

In addition, statewide reservoir levels remain above historical norms, which is expected to support favorable surface water allocations from both State and Federal water projects.

During periods of abundant surface water flows, water purveyors often have surplus water supplies that can be acquired at lower prices.

We continue to monitor these opportunities to strengthen our long-term water strategy.

The extended wet period has also benefited our permanent crop assets by contributing to groundwater recharge and improving root zone moisture content.

We are currently observing no signs of water stress in our permanent plantings that often occur during drought periods.

As we move into the spring and early summer, our permanent crop assets appear healthy and well-positioned for the growing season.

Meanwhile, the ongoing phased implementation of California’s Sustainable Groundwater Management Act (“SGMA”) continues to impose groundwater pumping restrictions across the state.

In response, many farmland owners and operators have turned to supplemental water initiatives and projects that allow for the capture or importation of surplus surface water.

Looking ahead, we continue to actively evaluate new projects and programs aimed at offsetting the effects of SGMA-related pumping curtailments, including floodwater capture and storage initiatives, fallowing programs, and investments in infrastructure to improve overall water management.

The 2024-2025 water year has followed a typical “La Niña” weather pattern, bringing above-average precipitation to Northern California and drier conditions in the southern part of the state.

Northern California experienced multiple atmospheric river events during the winter, resulting in substantial rainfall and snowpack accumulation.

In contrast, portions of Southern California continue to experience varying degrees of drought.

This marks the third consecutive year of average or above-average precipitation statewide.

Notably, late-season storms extended peak snowpack accumulation beyond the historical April 1 benchmark, providing strong snowmelt runoff through the spring and into early summer.

Reservoir levels across the state remain above historical norms, contributing to favorable surface water allocations from both State and Federal water systems.

Periods of surplus surface water often result in increased availability of lower-cost water from purveyors, and we continue to monitor such opportunities as part of our long-term water procurement strategy.

The sustained wet conditions have also positively impacted our permanent crop assets by contributing to groundwater recharge and improving root zone moisture content.

To date, we have not observed any signs of water-related stress in our permanent plantings, which appear healthy and well-positioned for the upcoming growing season.

At the same time, the ongoing phased implementation of California’s Sustainable Groundwater Management Act (“SGMA”) continues to impose groundwater pumping restrictions across the state.

In response, we are actively evaluating and participating in supplemental water initiatives aimed at mitigating the impact of SGMA-related curtailments.

These initiatives include floodwater capture and storage projects, voluntary fallowing programs, and strategic investments in water infrastructure to ensure long-term access to reliable water supplies.

Recent Developments

Portfolio Activity—Existing Properties

Property Sales

In January 2025, we completed the sale of five farms in Florida totaling 5,630 gross acres for an aggregate sales price of approximately $52.5 million.

Including closing costs, we recognized a net gain on the sale of approximately $14.1 million.

In February 2025, we completed the sale of two farms in Nebraska totaling 2,559 gross acres for an aggregate sales price of $12.0 million.

Including closing costs, we recognized an aggregate net gain on these sales of approximately $1.6 million.

Leasing Activity

The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2025, through the date of this filing (dollars in thousands, except for footnotes):

The following table summarizes certain leasing activity that has occurred on our existing properties since April 1, 2025, through the date of this filing (dollars in thousands, except for footnotes):

PRIOR LEASES NEW LEASES (1)

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/ NN / N) (3)

CA, CO, & OR 6 13,257 $ 2,438 2 4 / 2 / 0 $ 2,376 6.1 2 4 / 2 / 0

CA & CO 4 17,508 $ 1,837 2 2 / 2 / 0 $ 2,006 9.4 2 2 / 2 / 0

(1) In connection with certain of these leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded in the figures above.

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Vacant, Direct-operated, and Non-accrual Properties

During a portion of the three months ended March 31, 2025, we had 15 farms that were either vacant, direct-operated through third-party management agreements, or on which lease revenues were recognized on a cash basis (due to credit issues with certain tenants leading us to determine that full collectability of the remaining rental payments under the respective leases was not probable).

During the three months ended March 31, 2025, we recorded lease revenue from these farms of approximately $3.7 million (including a lease termination fee of approximately $2.4 million and accelerated rental revenue of approximately $629,000 due to an early lease termination), as compared to approximately $1.7 million during the prior-year period.

During and since the three months ended March 31, 2025, we have entered into new lease agreements on certain of these farms.

As such, currently, five farms remain vacant, four farms are direct-operated, and five farms (leased to three different tenants) are on non-accrual status.

During all or a portion of the six months ended June 30, 2025, we had 17 farms that were either vacant, direct-operated through third-party management agreements, or on which lease revenues were recognized on a cash basis (due to credit issues with certain tenants leading us to determine that full collectability of the remaining rental payments under the respective leases was not probable).

During the six months ended June 30, 2025, we recorded lease revenue from these farms of approximately $3.5 million (including a lease termination fee of approximately $2.4 million and accelerated rental revenue of approximately $629,000 due to an early lease termination), as compared to approximately $3.9 million during the prior-year period.

During and since the six months ended June 30, 2025, we entered into new agreements on certain of these farms.

As such, currently, five farms remain vacant, four farms are direct-operated, and seven farms (leased to four different tenants) are on non-accrual status.

For the vacant and direct-operated farms, we are exploring both leasing and sale options and are in discussions with both potential tenants and buyers;

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Such agreement, if one can be reached, may include placing the tenant on a payment plan, deferring a portion of the rent owed to us, or agreeing to terminate the lease.

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

Financing Activity

Debt Activity

Loan Repayments

From January 1, 2025, through the date of this filing, we repaid approximately $19.4 million of loans that were scheduled to reprice later this year.

On a weighted-average basis, these borrowings bore interest at a stated rate of 5.38% and an effective rate (after interest patronage, where applicable) of 4.51%.

Farm Credit Notes Payable—Interest Patronage

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”).

During the three months ended March 31, 2025, we recorded interest patronage of approximately $1.7 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2024, and during the three months ended September 30, 2024, we received approximately $108,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2024 interest patronage (which relates to interest accrued during 2024 but typically would be paid during the first half of 2025) early.

In total, 2024 interest patronage resulted in a 21.9% reduction (approximately 101 basis points) to the interest rates on such borrowings.

For further discussion on interest patronage, refer to Note 4, “ Borrowings—Farm Credit Notes Payable—Interest Patronage ,” in the accompanying notes to our condensed consolidated financial statements.

From April 1, 2025, through the date of this filing, we entered into the following loan agreement (dollars in thousands):

Lender Date of

Issuance Amount Maturity

Date Principal

Amortization Stated

Rate Interest Rate Terms

MetLife 4/11/2025 $10,600 2/15/2030 28.6 years 6.31% Fixed through 2/14/2028;

variable thereafter

(1) The majority of proceeds from this loan were used to repay a $10.3 million maturing loan that bore interest at 3.85%.

In connection with securing the above borrowings, Gladstone Securities LLC (“Gladstone Securities”), an affiliate of ours, earned total financing fees of approximately $15,000.

In addition, from April 1, 2025, through the date of this filing, we repaid approximately $20.7 million of maturing loans that, on a weighted-average basis, bore interest at a stated rate of 4.15%.

Our Adviser and Administrator

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The base management and incentive fees are described below.

For information on the termination fee, refer to Note 6, “ Related-Party Transactions—Our

Adviser and Administrator—Advisory Agreement ,” within the accompanying notes to our condensed consolidated financial statements.

For information on the termination fee, refer to Note 7, “ Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement ,” within the accompanying notes to our condensed consolidated financial statements.

Base Management Fee

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Capital Gains Fee

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).

Pursuant to the Advisory Agreement, a capital gains 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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Administration Agreement

Pursuant to the Administration Agreement, we pay for our allocable portion of the Administrator’s expenses incurred while performing its obligations to us, including, but not limited to, rent and the salaries and benefits expenses of our Administrator’s employees, including our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs.

LiCalsi also serves as our Administrator’s president, co-general counsel, and co-secretary), and their respective staffs.

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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A summary of our significant accounting policies is provided in Note 2 to our consolidated financial statements in our Form 10-K.

There were no material changes to our critical accounting policies during the three months ended March 31, 2025.

There were no material changes to our critical accounting policies during the six months ended June 30, 2025.

RESULTS OF OPERATIONS

For the purposes of the following discussions on certain operating revenues and expenses, same-property basis represents properties we owned for the entirety of the comparative periods presented.

With regard to the comparison between the three months ended March 31, 2025 and 2024:

• We owned 150 farms as of March 31, 2025, that are considered our same-property portfolio.

Same-property occupancy (including farms that were direct-operated or on non-accrual status) decreased approximately 3.0% to 95.9% as of March 31, 2025, compared to 98.9% as of March 31, 2024.

For the purposes of the following discussions on certain operating revenues and expenses, same-property basis represents properties we owned for the entirety of the respective comparative periods presented.

With regard to the comparison between both the three and six months ended June 30, 2025 and 2024:

• We owned 150 farms as of June 30, 2025, that are considered our same-property portfolio.

Same-property occupancy (including farms that were direct-operated or on non-accrual status) decreased approximately 3.4% to 95.9% as of June 30, 2025, compared to 99.3% as of June 30, 2024.

◦ Included within our same-property portfolio are farms that were vacant, direct-operated, or on non-accrual status during all or a portion of the periods presented.

For the three months ended March 31, 2025, we had 15 farms that were either vacant, direct-operated, or on non-accrual status, as compared to 9 farms in the prior-year period.

• From January 1, 2024, through March 31, 2025, we did not acquire any new farms and disposed of 19 farms.

A comparison of results of components comprising our operating income for the three months ended March 31, 2025 and 2024 is below (dollars in thousands):

For the Three Months Ended March 31,

▪ For the three months ended June 30, 2025, we had 16 farms that were vacant, direct-operated, or on non-accrual status, as compared to 8 farms in the prior-year period.

▪ For the six months ended June 30, 2025, we had 17 farms that were vacant, direct-operated, or on non-accrual status, as compared to 9 farms in the prior-year period.

• From January 1, 2024, through June 30, 2025, we did not acquire any new farms and disposed of 19 farms.

A comparison of results of components comprising our operating income for the three and six months ended June 30, 2025 and 2024 is below (dollars in thousands):

For the Three Months Ended June 30,

2025 2024 $ Change % Change

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Fixed lease payments $ 12,121 $ 20,068 $ (7,947) (39.6)%

Variable lease payments – participation rents 465 — 465 NM

Variable lease payments – participation rents 142 1,117 (975) (87.3)%

Variable lease payments – tenant reimbursements and other 33 85 (52) (61.2)%

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Property operating expenses 1,242 1,219 23 1.9%

Base management, incentive, and capital gains fees 2,246 2,156 90 4.2%

Base management fee, net of capital gains fee credit 1,802 2,076 (274) (13.2)%

Administration fee 572 553 19 3.4%

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Total operating expenses 12,510 13,433 (923) (6.9)%

Operating (loss) income $ (214) $ 7,864 $ (8,078) (102.7)%

For the Six Months Ended June 30,

2025 2024 $ Change % Change

Operating revenues:

Lease revenues:

Fixed lease payments $ 26,049 $ 39,666 $ (13,617) (34.3)%

Variable lease payments – participation rents 606 1,112 (506) (45.5)%

Variable lease payments – tenant reimbursements and other 63 318 (255) (80.2)%

Lease termination income, net 2,380 — 2,380 NM

Total lease revenues 29,098 41,096 (11,998) (29.2)%

Other operating revenues 1 453 (452) (99.8)

Total operating revenues 29,099 41,549 (12,450) (30.0)%

Operating expenses:

Depreciation and amortization 16,803 17,602 (799) (4.5)%

Property operating expenses 2,370 2,096 274 13.1%

Base management fee, net of capital gains fee credit 4,048 4,233 (185) (4.4)%

Administration fee 1,213 1,156 57 4.9%

General and administrative expenses 1,203 1,337 (134) (10.0)%

Total operating expenses 25,637 26,424 (787) (3.0)%

Operating income $ 3,462 $ 15,125 $ (11,663) (77.1)%

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Lease revenue

The following table provides a summary of our lease revenues during the three months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Months Ended March 31,

2025 2024 $ Change % Change

The following table provides a summary of our lease revenues during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

Same-property basis:

Fixed lease payments $ 12,121 $ 19,597 $ (7,476) (38.1)% $ 26,042 $ 38,987 $ (12,945) (33.2)%

Participation rents 465 — 465 NM

Participation rents 142 1,117 (975) (87.3)% 606 1,112 (506) (45.5)%

Lease termination and other income — 7 (7) (100.0)% 2,380 7 2,373 NM

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Lease revenues from fixed lease payments decreased primarily due to the execution of certain lease agreements pursuant to which we agreed to reduce or eliminate the fixed base rent amounts or, in certain cases, provide the tenant with a cash lease incentive, in exchange for significantly increasing the participation rent components in the leases, the majority of which is expected to be realized in the fourth quarter of 2025.

The increase in lease revenues from participation rents was primarily attributable to additional cash collections from wine grape sales during the three months ended March 31, 2025.

During the three months ended March 31, 2025, we received a lease termination payment from an outgoing tenant who leased three of our farms.

The year-over-year decreases in lease revenues were further impacted by certain of our farms that were vacant, direct-operated through third party management agreements, or on which lease revenues were recognized on a cash basis (rather than a straight-line basis), due to full collectability of future rental payments under the respective leases deemed not to be probable as a result of tenant credit issues during all or a portion of the three and six months ended June 30, 2025 and 2024.

The decrease in lease revenues from participation rents was primarily attributable to the earlier recognition of amounts related to the 2023 harvest on certain farms, as additional information became available during the three months ended June 30, 2024.

This timing shift resulted in the accelerated recognition of certain revenue amounts into the first half of 2024.

This decrease was partially offset by increased cash collections from wine grape sales during the six months ended June 30, 2025.

We continue to anticipate increased participation rents in the second half of 2025 as a result of modifications to lease structures on certain farms.

During the six months ended June 30, 2025, we received a lease termination payment from an outgoing tenant who leased three of our farms.

After applying a portion of the amount towards certain outstanding receivables owed by the same tenant, we recognized additional lease revenue of approximately $2.4 million upon receipt.

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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 three months ended March 31, 2024, we recognized approximately $426,000 of non-cash revenue associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms.

See Note 3, “ Real Estate and Intangible Assets—Investments in Water Assets ,” within the accompanying notes to our condensed consolidated financial statements for further discussion.

During the three and six months ended June 30, 2024, we recognized approximately $27,000 and $453,000, respectively, of non-cash revenue associated with the transfer and storing of surplus water on behalf of a government municipality using a groundwater recharge facility constructed on one of our farms.

See Note 4, “I nvestments in Water Assets ,” within the accompanying notes to our condensed consolidated financial statements for further discussion.

Operating Expenses

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Property operating expenses consist primarily of real estate taxes, repair and maintenance expenses, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties.

The following table provides a summary of the property-operating expenses recorded during the three months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Months Ended March 31,

2025 2024 $ Change % Change

The following table provides a summary of the property-operating expenses recorded during the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 $ Change % Change 2025 2024 $ Change % Change

Same-property basis $ 1,198 $ 1,015 $ 183 18.0% $ 2,283 $ 1,633 $ 650 39.8%

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Property operating expenses increased primarily due to additional costs incurred related to certain farms that were vacant, direct-operated, or on non-accrual status.

These costs included additional property taxes (for which the prior tenants were previously responsible), legal fees incurred in connection with rent collection and lease termination efforts, and legal and other costs related to setting up direct farming operations on certain of our farms.

During the three months ended March 31, 2025, we also incurred additional legal fees and other costs in connection with protecting water rights on certain farms in California.

These costs included additional property taxes and other operating expenses (for which the prior tenants were previously responsible), legal fees incurred in connection with rent collection and lease termination efforts, and legal and other costs related to setting up direct farming operations on certain of our farms.

During both the three and six months ended June 30, 2025, we also incurred additional legal fees and other costs in connection with protecting water rights on certain farms in California.

Other – 2025 compared to 2024

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Related-Party Fees

The following table provides the calculations of the base management, incentive, and capital gains fees (as applicable) due to our Adviser pursuant to the Advisory Agreement for the three months ended March 31, 2025 and 2024 (dollars in thousands;

The following table provides the calculations of the base management, incentive, and capital gains fees (as applicable) due to our Adviser pursuant to the Advisory Agreement for the three and six months ended June 30, 2025 and 2024 (dollars in thousands;

for further discussion on certain defined terms used below, refer to Note 7, “ Related-Party Transactions ,” within the accompanying notes to our condensed consolidated financial statements):

Quarter Ended Year to Date

March 31 June 30

2025 Fee Calculations:

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Gross Tangible Real Estate (1)(2)

$ 1,372,260 $ 1,326,588

Quarterly rate 0.150 % 0.150 %

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Total Adjusted Common Equity (1)(2)

$ 318,209 $ 322,245

First hurdle quarterly rate 1.750 % 1.750 %

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Pre-Incentive Fee FFO (1)

$ 2,139 $ (3,346)

100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ —

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Aggregate net realized capital gains (1)

$ 5,443 $ 2,769

Capital gains fee rate 15.0 % 15.0 %

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Less capital gains fees recorded in prior periods (4)

$ (628) $ (628)

Total Capital Gains Fee (3)(5)

$ 188 $ (188) $ —

Total fees due to Adviser $ 2,246 $ 1,802 $ 4,048

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Gross Tangible Real Estate (1)(2)

$ 1,437,812 $ 1,384,228

Quarterly rate 0.150 % 0.150 %

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Total Adjusted Common Equity (1)(2)

$ 344,128 $ 346,578

First hurdle quarterly rate 1.750 % 1.750 %

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Pre-Incentive Fee FFO (1)

$ 5,988 $ 4,974

100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ — $ —

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however, the full amount of the fee was credited back to us via a voluntary and irrevocable waiver granted to us by our Adviser.

(5) The capital gains fee is due annually in arrears and is subject to further adjustment throughout the remainder of 2025 as additional assets are disposed of.

The base management fee decreased primarily due to the disposition of 12 farms during 2024.

No incentive fee was earned by our Adviser during either of the three months ended March 31, 2025 or 2024, as our Pre-Incentive Fee FFO did not surpass the required hurdle rate in either period.

Our Adviser earned a capital gains fee during the three months ended March 31, 2025, driven by gains recognized on the sale of seven farms completed during the quarter (see “ Recent Developments—Portfolio Activity—Existing Properties—Property Sales ” above for further discussion on these sales).

The capital gains fee, net of any credits that may be granted by our Adviser, is due in arrears at the end of each fiscal year and is subject to further adjustment throughout the remainder of 2025 as additional assets are disposed of.

(5) The capital gains fee is due annually in arrears and is subject to further adjustment throughout the remainder of 2025 if and when we dispose of additional assets.

During the second quarter of 2025, we incurred additional losses associated with the disposition of certain assets, resulting in a reversal of the capital gains fee recognized during the first quarter.

The base management fee decreased primarily due to the disposition of 19 farms since December 31, 2023.

No incentive fee was earned by our Adviser during the three or six months ended June 30, 2025 or 2024, as our Pre-Incentive Fee FFO did not exceed the required hurdle rate in any period.

During the three months ended March 31, 2025, our Adviser earned a capital gains fee, driven by the gains recognized on the sale of seven farms completed during the first quarter.

During the three months ended June 30, 2025, we incurred additional capital losses associated with the disposition of certain assets, resulting in a reversal of the capital gains fee recorded during the first quarter.

The administration fee paid to our Administrator increased primarily due to us using a higher overall share of our Administrator’s resources in relation to those used by affiliated companies serviced by our Administrator.

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General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investments no longer being pursued, and other miscellaneous expenses.

General and administrative expenses increased during the three months ended March 31, 2025, primarily due to an increase in professional fees (driven by higher legal fees) and additional stockholder-related expenses related to the annual stockholders’ meeting.

A comparison of results of other components contributing to net loss attributable to common stockholders for the three months ended March 31, 2025 and 2024 is below (dollars in thousands):

For the Three Months Ended March 31,

General and administrative expenses decreased during each of the three and six months ended June 30, 2025, primarily due to a decrease in professional fees (driven by lower consulting fees) and, for the three months ended June 30, 2025, a decrease in stockholder-related expenses related to the annual stockholders’ meeting.

A comparison of results of other components contributing to net (loss) income attributable to common stockholders for the three and six months ended June 30, 2025 and 2024 is below (dollars in thousands):

For the Three Months Ended June 30,

2025 2024 $ Change % Change

Operating (loss) income $ (214) $ 7,864 $ (8,078) (102.7)%

Other (expense) income:

Other income 267 497 (230) (46.3)%

Interest expense (4,976) (5,535) 559 (10.1)%

Dividends declared on cumulative term preferred stock (755) (755) — —%

Loss on dispositions of real estate assets, net (2,149) (2,800) 651 (23.3)%

Property and casualty loss, net — (9) 9 (100.0)%

Loss from investments in unconsolidated entities (51) (85) 34 (40.0)%

Total other expense, net (7,664) (8,687) 1,023 (11.8)%

Net loss (7,878) (823) (7,055) 857.2%

Aggregate dividends declared on and gain recognized on extinguishment of cumulative redeemable preferred stock, net (6,002) (5,831) (171) 2.9%

Net loss attributable to common stockholders $ (13,880) $ (6,654) $ (7,226) 108.6%

For the Six Months Ended June 30,

2025 2024 $ Change % Change

Operating income $ 3,462 $ 15,125 $ (11,663) (77.1)%

Other income (expense):

Other (expense) income:

Other income 2,219 2,925 (706) (24.1)%

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Gain on dispositions of real estate assets, net 13,261 7,473 5,788 77.5%

Property and casualty recovery, net 137 — 137 NM

Property and casualty recovery (loss), net 137 (9) 146 (1,622.2)%

Loss from investments in unconsolidated entities (186) (171) (15) 8.8%

Total other income, net 11,431 6,306 5,125 81.3%

Total other income (expense), net 3,768 (2,381) 6,149 (258.3)%

Net income 7,230 12,744 (5,514) (43.3)%

Aggregate dividends declared on cumulative redeemable preferred stock, net (6,002) (6,118) 116 (1.9)%

Net income attributable to common stockholders $ 9,106 $ 7,449 $ 1,657 22.2%

NM = Not Meaningful

Other Income (Expense)

Aggregate dividends declared on and gain recognized on extinguishment of cumulative redeemable preferred stock, net (12,004) (11,949) (55) 0.5%

Net (loss) income attributable to common stockholders $ (4,774) $ 795 $ (5,569) (700.5)%

Other (Expense) Income

Other income generally consists of interest patronage received from Farm Credit (as defined in Note 5, “ Borrowings ,” in the accompanying notes to our condensed consolidated financial statements) and interest earned on short-term investments.

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Interest expense decreased primarily due to a decrease in overall borrowings.

The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the three months ended March 31, 2025, was approximately $507.8 million as compared to approximately $557.6 million for the prior-year period.

Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted-average interest rate charged on our aggregate borrowings for the three months ended March 31, 2025, was 3.79% as compared to 3.81% for the prior-year period.

During the three months ended March 31, 2025, we recorded a net capital gain, driven by the sale of five farms in Florida and two farms in Nebraska, which, after accounting for closing costs, resulted in an aggregate net gain of approximately $15.8 million.

During the three months ended March 31, 2024, we recorded a net capital gain, driven by the sale of a large farm in Florida, which, after accounting for closing costs, resulted in a net gain of approximately $10.4 million.

These net gains were partially offset by losses recorded in both periods related to the removal of some permanent plantings and the disposal of certain irrigation and other improvements on certain of our farms.

The property and casualty recovery recorded during three months ended March 31, 2025, was the result of an adjustment to the original property and casualty loss recorded during the year ended December 31, 2024, due to damage caused to certain permanent plantings on a farm in Georgia due to Hurricane Helene.

The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the three and six months ended June 30, 2025, was approximately $499.8 million and $503.8 million, respectively, as compared to approximately $553.5 million and $555.5 million for the respective prior-year periods.

Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted-average interest rate charged on our aggregate borrowings for the three and six months ended June 30, 2025, was 3.81% and 3.80%, respectively, as compared to 3.83% and 3.82% for the respective prior-year periods.

During the six months ended June 30, 2025, we recorded a net capital gain, driven by the sale of five farms in Florida and two farms in Nebraska, which, after accounting for closing costs, resulted in an aggregate net gain of approximately $15.7 million.

During the six months ended June 30, 2024, we recorded a net capital gain, driven by the sale of a large farm in Florida, which, after accounting for closing costs, resulted in a net gain of approximately $10.4 million.

These net gains were partially offset by losses recorded during each of the three and six months ended June 30, 2025 and 2024, related to the removal of some permanent plantings and the disposal of certain irrigation and other improvements on certain of our farms.

The property and casualty recovery recorded during the six months ended June 30, 2025, was the result of an adjustment to the original property and casualty loss recorded during the year ended December 31, 2024, due to damage caused to certain permanent plantings on a farm in Georgia due to Hurricane Helene.

After further inspection of the property, it was determined that the damage was not as extensive as originally estimated, resulting in an adjustment to our original estimate.

During both of the three months ended March 31, 2025 and 2024, we recognized a loss from investments in unconsolidated entities of ours that convey water to certain of our farms of approximately $136,000 and $85,000, respectively.

During the three and six months ended June 30, 2025, we recognized a loss from investments in unconsolidated entities of ours that convey water to certain of our farms of approximately $51,000 and $186,000, respectively, as compared to $85,000 and $171,000 for the respective prior-year periods.

The fluctuations in revenue and expense attributable to these unconsolidated entities is primarily driven by miscellaneous property operating costs incurred by these unconsolidated entities and the respective properties’ reimbursements of such costs incurred.

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making dividend payments on our currently-designated preferred securities;

making distributions to common stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT;

making distributions to common stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification

and, as capital is available, funding capital improvements and, in certain situations, growing and operational costs on existing farms, repurchasing shares of preferred stock, and funding new farmland and farm-related acquisitions consistent with our investment strategy.

In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders (including non-controlling OP Unitholders).

We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credit, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, shares of our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), OP Units through our Operating Partnership as consideration for future acquisitions, and shares of common stock through our ATM Program), and other secured and unsecured borrowings.

We intend to use a significant portion of any current and future available liquidity to purchase additional farms and farm-related assets as opportunities arise.

We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets

that satisfy our investment criteria, and we have several properties that are in various stages of our due diligence process.

As opportunities arise, we intend to use a significant portion of any future available liquidity to purchase additional farms and farm-related assets.

We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets that satisfy our investment criteria;

however, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.

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In connection with the execution of certain lease agreements, we have committed to provide capital improvements on certain of our farms.

Below is a summary of certain of those projects for which we have incurred or accrued costs as of March 31, 2025 (dollars in thousands):

Below is a summary of certain of those projects for which we have incurred or accrued costs as of June 30, 2025 (dollars in thousands):

Location(s) Farm

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or Accrued as of

March 31, 2025

Lucie, FL 549 $ 230 Q3 2025 $ 185

June 30, 2025

Monterey, CA 329 1,100 (2) Q4 2025 30

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

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2025, are as follows (dollars in thousands):

Future minimum lease payments due under the remaining non-cancelable terms of these leases as of June 30, 2025, are as follows (dollars in thousands):

Period Future Lease Payments (1)

For the remaining nine months ending December 31:

For the remaining six months ending December 31:

For the fiscal years ending December 31:

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

As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income) of approximately $26,000 for each of the three months ended March 31, 2025 and 2024.

As a result of these ground leases, we recorded lease expense of approximately $26,000 and $53,000 during the three and six months ended June 30, 2025 , respectively, and approximately $26,000 and $52,000 during the three and six months ended June 30, 2024 , respectively.

Cash Flow Resources

The following table summarizes total net cash flows from operating, investing, and financing activities for the three months ended March 31, 2025 and 2024 (dollars in thousands):

For the Three Months Ended March 31,

The following table summarizes total net cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 (dollars in thousands):

For the Six Months Ended June 30,

2025 2024 $ Change % Change

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The majority of cash from operating activities is generated from the rental payments we receive from our tenants, which is first used to fund our property-level operating expenses, with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.

Cash provided by operating activities increased largely due to an increase in cash payments received for participation rents and receipt of a termination fee from an outgoing tenant on three of our farms, as well as decreases in cash payments made for the acquisition of water assets, related-party fees, and interest payments made.

This increase was partially offset by a decrease in fixed lease cash payments received, primarily due to the disposition of a large farm in Florida in January 2025, as well as reduced fixed lease payments attributable to the execution of certain lease agreements in 2024, pursuant to which we agreed to reduce or eliminate the fixed base rent amounts or, in certain instances, provided certain cash allowances to tenants, in exchange for increasing the participation rent components in the leases, the results of which will not be known until the fourth quarter of 2025 or later.

Cash provided by operating activities decreased primarily due to the disposition of a large farm in Florida in January 2025 and a reduction in cash received from fixed lease payments, primarily attributable to the execution of certain lease agreements, pursuant to which we agreed to reduce or eliminate the fixed base rent amounts or, in certain instances, provided certain cash allowances to tenants, in exchange for increasing the participation rent components in the leases, the results of which will not be known until the fourth quarter of 2025 or later.

This decrease was partially offset by an increase in cash payments received for participation rents, as well as decreases in cash payments made for the acquisition of water assets, related-party fees, and interest payments made.

Investing Activities

The change in cash from investing activities was primarily due to certain property sales in each period.

During the three months ended March 31, 2025, we sold five farms in Florida and two farms in Nebraska for aggregate net proceeds (after closing costs) of approximately $62.0 million, resulting in an aggregate net gain of approximately $15.8 million.

During the three months ended March 31, 2024, we sold one farm in Florida for aggregate net proceeds of approximately $64.0 million, resulting in a net gain of approximately $10.4 million.

The change in cash from investing activities was primarily due to additional capital expenditures spent on certain of our farms during the current year, as well as slightly less proceeds received from property sales during the current year.

During the six months ended June 30, 2025, we sold five farms in Florida and two farms in Nebraska for aggregate net proceeds (after closing costs) of approximately $62.0 million.

During the six months ended June 30, 2024, we sold one farm in Florida for aggregate net proceeds (after closing costs) of approximately $64.0 million.

Financing Activities

The change in cash from financing activities was primarily due to an increase in aggregate debt repayments of approximately $6.9 million.

The change in cash from financing activities was primarily due to an increase in aggregate debt repayments of approximately $6.4 million, partially offset by a decrease in cash paid for redemptions of certain preferred securities of approximately $2.9 million.

MetLife Facility

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To date, we have issued approximately $4.4 million of Series E Preferred Stock and $6.8 million of common stock under the 2023 Registration Statement.

In addition, we have the ability to, and expect to in the future, issue additional OP Units to third parties as consideration in future property acquisitions.

In addition, we have the ability to, and expect to in the future, issue OP Units to third parties as consideration in future property acquisitions.

Off-Balance Sheet Arrangements

As of March 31, 2025, we did not have any material off-balance sheet arrangements.

As of June 30, 2025, we did not have any material off-balance sheet arrangements.

NON-GAAP FINANCIAL INFORMATION

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To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually.

As a result, cash rents received during a particular

period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year.

As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year.

Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.

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Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.

Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period.

Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period.

We believe that diluted earnings per share is the most directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share.

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We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.

The following table provides a reconciliation of our FFO, CFFO, and AFFO for the three months ended March 31, 2025 and 2024 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):

For the Three Months Ended March 31,

Net income $ 15,108 $ 13,567

The following table provides a reconciliation of our FFO, CFFO, and AFFO for the three and six months ended June 30, 2025 and 2024 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Net (loss) income $ (7,878) $ (823) $ 7,230 $ 12,744

Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock, net (1)

(6,002) (5,831) (12,004) (11,949)

Net income attributable to common stockholders and non-controlling OP Unitholders $ 9,106 $ 7,449

Net (loss) income attributable to common stockholders $ (13,880) $ (6,654) $ (4,774) $ 795

Real estate and intangible depreciation and amortization 8,374 8,813 16,803 17,602

Gains on dispositions of real estate assets, net (15,410) (10,273)

Losses (gains) on dispositions of real estate assets, net 2,149 2,800 (13,261) (7,473)

Adjustments for unconsolidated entities (2)

FFO available to common stockholders and non-controlling OP Unitholders $ 2,139 $ 5,988

Acquisition- and disposition-related expenses, net 21 —

Other nonrecurring charges, net (3)

CFFO available to common stockholders and non-controlling OP Unitholders $ 2,333 $ 5,999

FFO available to common stockholders $ (3,346) $ 4,974 $ (1,207) $ 10,962

Acquisition- and disposition-related credits, net (28) (11) (7) (13)

Other nonrecurring (receipts) charges, net (3)

(188) 48 (15) 61

CFFO available to common stockholders $ (3,562) $ 5,011 $ (1,229) $ 11,010

Net rent adjustment (153) (926) (945) (1,473)

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Other non-cash charges (receipts), net (4)

AFFO available to common stockholders and non-controlling OP Unitholders $ 2,035 $ 5,130

Weighted-average shares of common stock outstanding 36,184,658 35,838,442

Weighted-average common non-controlling OP Units outstanding — —

Weighted-average shares of common shares outstanding, fully diluted 36,184,658 35,838,442

Diluted FFO per weighted-average common share $ 0.06 $ 0.17

Diluted CFFO per weighted-average common share $ 0.06 $ 0.17

Diluted AFFO per weighted-average common share $ 0.06 $ 0.14

49 (605) 178 (1,169)

AFFO available to common stockholders $ (3,450) $ 3,703 $ (1,415) $ 8,833

Weighted-average shares of common stock outstanding—basic and diluted 36,184,658 35,838,442 36,184,658 35,838,442

FFO per weighted-average common share—basic and diluted $ (0.09) $ 0.14 $ (0.03) $ 0.31

CFFO per weighted-average common share—basic and diluted $ (0.10) $ 0.14 $ (0.03) $ 0.31

AFFO per weighted-average common share—basic and diluted $ (0.10) $ 0.10 $ (0.04) $ 0.25

Distributions declared per common share $ 0.14 $ 0.14 $ 0.28 $ 0.28

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(2) Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.

(3) Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of damage to improvements on certain of our farms caused by certain non-recurring events, (ii) one-time legal costs incurred related to certain corporate organizational matters, and (iii) the capital gains fee recorded during the three months ended March 31, 2025, which is not due until after the end of the fiscal year and is subject to further adjustment throughout the remainder of the year.

(3) Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of damage to improvements on certain of our farms caused by certain non-recurring events, (ii) one-time legal costs incurred related to certain corporate organizational matters, and (iii) the capital gains fee and subsequent adjustment recorded during the six months ended June 30, 2025, which is not due until after the end of the fiscal year and is subject to further adjustment throughout the remainder of the year.

(4) Consists of (i) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (ii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, and (iii) plus (less) net non-cash expense (income) recorded as a result of additional water assets used (received) in certain transactions.

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-Q

Item 2. Management’s Discussion and Analysis