−Removed: We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland.
−Removed: We are not generally a grower of crops, nor do we typically farm the properties we own, though we may, on a temporary basis, do so in the future on select properties in certain situations.
−Removed: If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through a taxable REIT subsidiary (“TRS”).
−Removed: We currently own 150 farms comprised of 103,001 acres across 15 states in the U.S.
+Added: We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily in the business of owning and leasing farmland, including through lease structures with a variable rent component based on the gross revenues generated from certain farms in lieu of fixed base rent.
+Added: We are not generally a grower of crops, nor do we typically farm the properties we own, though from time to time, and on a temporary basis, we may also directly operate certain of our farms via management agreements with third-party operators and/or through a taxable REIT subsidiary (“TRS”).
+Added: We currently own 144 farms totaling 98,688 acres across 14 states in the U.S.
+Added: and 55,532 acre-feet of water assets in California.
+Added: In addition, as of December 31, 2025, two of our properties (comprising four farms) were directly operated by us.
We also own several farm-related facilities that are necessary to the farming operations on the underlying farmland.
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We conduct substantially all of our business activities through an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure, by which all of our properties are held, directly or indirectly, by Gladstone Land Limited Partnership (the “Operating Partnership”).
−Removed: We control the sole general partner of the Operating Partnership and currently own, directly or indirectly, 100.0% of the common units of limited partnership interest in the Operating Partnership (“OP Units”).
+Added: We control the sole general partner of the Operating Partnership and currently own all of the common units of limited partnership interest in the Operating Partnership (“OP Units”).
We have in the past, and may in the future, offer equity ownership in our Operating Partnership by issuing additional OP Units to farmland owners as consideration for acquiring their farms.
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We are managed by our external adviser, Gladstone Management Corporation (the “Adviser”), and Gladstone Administration, LLC (the “Administrator”), provides administrative services to us.
−Removed: Both our Adviser and our Administrator are affiliates of ours and each other.
−Removed: Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” our shares of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) are traded on Nasdaq under the symbol “LANDP,” and our shares of 5.00% Series D Cumulative Term Preferred Stock (the “Series D Term Preferred Stock”) are traded on Nasdaq under the symbol “LANDM.” In addition, we have registered our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).
+Added: Both our Adviser and our Administrator are affiliates of ours and of each other.
+Added: Upon the pricing of our initial public offering (the “IPO”), on January 29, 2013, our shares of common stock began trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “LAND.” Our shares of 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) are traded on Nasdaq under the symbol “LANDO,” and our shares of 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) are traded on Nasdaq under the symbol “LANDP.” In addition, we have registered our 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”).
The Series E Preferred Stock is not listed on a national securities exchange, and there is currently no public market for shares of this security.
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However, from time to time, we may explore alternative
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options with certain of our farms, including entering into agreements where we finance a portion of the planting, growing, and harvesting costs on certain farms in exchange for receiving a larger share of the resulting crop sales.
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While we do not generally intend to be a grower of crops, we may choose to do so on select properties in certain unique situations if we believe it to be in the best interests of our stockholders and best to maintain the overall value of our portfolio.
−Removed: If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through our TRS.
+Added: If we choose to operate any farms we own, we anticipate doing so via management agreements with third-party operators and/or through our TRS.
• Continue Expanding our Operations Geographically.
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Property Acquisitions and Leasing
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We anticipate that many of the farms and farm-related facilities we purchase will be acquired from independent farmers or agricultural companies and that they will simultaneously lease the properties back from us.
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We also have leases that include a variable rent component based on the gross revenues earned on the respective farm.
−Removed: In these types of agreements, we will generally require the lease to include the guarantee of a minimum amount of rental income that satisfies our investment return criteria.
+Added: In these types of agreements, we will often require the lease to include the guarantee of a minimum amount of rental income that satisfies our investment return criteria.
From time to time, we may also explore alternative leasing options with tenants on certain of our farms, including entering into agreements where we finance a portion of the planting, growing, and harvesting costs on certain farms in exchange for receiving a larger share of the resulting crop sales.
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As a result, properties that are currently located in close proximity to urban developments are likely to be too expensive to justify farming over an extended period of time, and, therefore, we are unlikely to invest in such properties.
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Our Adviser will perform a due diligence review with respect to each potential property acquisition.
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We believe that these provisions serve to protect our investments from adverse changes in the operating and financial characteristics of a tenant that may impact its ability
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to satisfy its obligations to us or that could reduce the value of our properties.
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• invest in commodities or commodity futures contracts, with this limitation not being applicable to futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in properties and making mortgage loans;
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• invest in contracts for the sale of real estate unless the contract is in recordable form and is appropriately recorded in the chain of title;
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Under the Maryland General Corporation Law, a contract or other transaction between us and one of our directors or officers or any other entity in which one of our directors or officers is also a director or officer or has a material financial interest is not void or voidable solely on the grounds of the common directorship or interest, the fact that the director or officer was present at the meeting at which the contract or transaction was approved or the fact that the director’s vote was counted in favor of the contract or transaction if:
−Removed: • the material facts relating to the common directorship or interest and as to the transaction are disclosed to our Board of Directors or a committee of our Board, and our Board or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the directors not interested in the contract or transaction, even if the disinterested directors do not constitute a quorum of the Board or committee;
+Added: • the material facts relating to the common directorship or interest and as to the transaction are disclosed to our Board of Directors or a committee of our Board of Directors, and our Board of Directors or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the directors not interested in the contract or transaction, even if the disinterested directors do not constitute a quorum of the Board of Directors or committee;
• the fact of the common directorship or interest is disclosed to our stockholders entitled to vote on the contract or transaction, and the contract or transaction is approved or ratified by a majority of the votes cast by the stockholders entitled to vote on the matter, other than shares owned of record or beneficially by the interested director, corporation or entity;
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We intend to provide any required disclosure of any amendments to or waivers of this code of ethics by posting information regarding any such amendment or waiver to our website.
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−Removed: Insider Trading Policy
−Removed: In addition, the code of ethics and business conduct, among other things, prohibits directors, officers and other employees of the Company, Gladstone Capital Corporation (“Gladstone Capital”), Gladstone Commercial Corporation (“Gladstone Commercial”), Gladstone Investment Corporation (“Gladstone Investment”), Gladstone Alternative Income Fund (“Gladstone Alternative,” and collectively, with the Company, the “Funds”), the Administrator, or the Adviser, including such persons’ spouse, minor children, family members living within the same household, and any other affiliates or affiliated entities, from trading in the Funds’ securities while in possession of material non-public information and entering into a short sale transaction or trading in options (including puts and calls), warrants, convertible securities, appreciation rights, or other derivative securities, with respect to the Company’s securities (or securities of the Funds) granted as compensation or held directly or indirectly by the individuals covered under the policy, or use any other derivative transaction or instrument to take a short position in respect of such Fund’s securities.
−Removed: The code also requires the pre-clearance of transactions in Fund securities.
Our Adviser and Administrator
−Removed: We are externally managed by our Adviser.
+Added: We are externally managed by our Adviser and Administrator.
The officers, directors, and employees of our Adviser have significant experience in making investments in and lending to businesses of all sizes, including investing in real estate and making mortgage loans.
We have entered into an investment advisory agreement with our Adviser, which was most recently amended and restated effective July 1, 2021 (the “Advisory Agreement”), under which our Adviser is responsible for managing our assets and liabilities, for operating our business on a day-to-day basis, and for identifying, evaluating, negotiating, and consummating investment transactions consistent with our investment policies as determined by our Board of Directors from time to time.
−Removed: Our Administrator employs our chief financial officer, treasurer, chief compliance officer, general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary), and their respective staffs and provides administrative services to us under the amended and restated Administration Agreement entered into on February 1, 2013 (the “Administration Agreement”).
+Added: Our Administrator employs our chief financial officer, treasurer, chief compliance officer, chief administrative officer, co-general counsels, co-secretaries (Michael LiCalsi, our chief administrative officer, co-general counsel, and co-secretary, also serves in the same roles for our Adviser and Administrator, in addition to serving as our Administrator’s president), and their respective staffs and provides administrative services to us under the amended and restated Administration Agreement entered into on February 1, 2013 (the “Administration Agreement”).
David Gladstone, our chairman, chief executive officer, president, and largest stockholder, is also the chairman, chief executive officer, and the controlling stockholder of our Adviser and our Administrator.
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Laura Gladstone, who is a managing director of our Adviser.
−Removed: We believe that the review process of our Adviser’s investment committee gives us a competitive advantage over other agricultural real estate companies because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.
+Added: We believe that the review process of our Adviser’s investment committee positions us to compete effectively and efficiently because of the substantial experience that the members possess and their unique perspective in evaluating the blend of corporate credit, real estate, and lease terms that collectively combine to provide an acceptable risk for our investments.
Our Adviser’s board of directors has empowered the investment committee to authorize and approve our investments, subject to the terms of the Advisory Agreement.
−Removed: Before we acquire any property, the proposed transaction is be reviewed by the investment committee to ensure that, in its view, the transaction satisfies our investment criteria and is within our investment policies.
+Added: Before we acquire any property, the proposed transaction is reviewed by the investment committee to ensure that, in its view, the transaction satisfies our investment criteria and is within our investment policies.
Approval by the investment committee will generally be the final step in the property acquisition approval process, although the separate approval of our Board of Directors is required in certain circumstances, which are described below.
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• enters into contracts to purchase real estate on our behalf in compliance with our investment procedures, objectives, and policies, subject to approval of our Board of Directors, where required;
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• takes the actions and obtains the services necessary to effect the negotiation, acquisition, financing, refinancing holding, leasing, and disposition of real estate investments;
• provides day-to-day management of our real estate activities and other administrative services.
−Removed: Our Board of Directors has authorized our Adviser to make investments in any property on our behalf without the prior approval of our Board if the following conditions are satisfied:
+Added: Our Board of Directors has authorized our Adviser to make investments in any property on our behalf without the prior approval of our Board of Directors if the following conditions are satisfied:
• our Adviser has determined that the total cost of the property does not exceed its determined value;
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Gladstone also serves on the board of managers of Gladstone Securities.
−Removed: In addition, Michael LiCalsi, our General Counsel and Secretary, serves in several capacities for Gladstone Securities, serving as Chief Legal Officer, Secretary, and a member of its board of managers since 2010 and a managing principal since 2011.
+Added: In addition, Mr.
+Added: LiCalsi serves in several capacities for Gladstone Securities, including as chief legal officer, secretary, and as a member of its board of managers since 2010 and a managing principal since 2011.
Financing Arrangement Agreement
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Dealer-Manager Agreements
−Removed: In connection with the continuous public offering of our Series C Preferred Stock (which was completed in December 2022) and our Series E Preferred Stock (which offering is ongoing), we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served or serves, as appropriate, as our exclusive dealer-manager.
−Removed: Pursuant to each of these dealer-manager agreements, Gladstone Securities provided or provides certain sales, promotional, and marketing services to us in connection with the offering of the respective stock.
+Added: In connection with the continuous public offering of our Series C Preferred Stock (which was completed in December 2022) and our Series E Preferred Stock (which expired on December 31, 2025), we entered into certain dealer-manager agreements with Gladstone Securities, whereby Gladstone Securities served as our exclusive dealer-manager.
+Added: Pursuant to each of these dealer-manager agreements, Gladstone Securities provided certain sales, promotional, and marketing services to us in connection with the offering of the respective stock.
Refer to Note 8, “ Related-Party Transactions—Gladstone Securities ,” in the accompanying notes to our consolidated financial statements for a discussion of the fees and commissions paid to Gladstone Securities pursuant to each of these dealer-manager agreements.
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Currently, services necessary for our business are provided by individuals who are employees of our Adviser and our Administrator pursuant to the terms of the Advisory Agreement and the Administration Agreement, respectively.
−Removed: Each of our executive
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−Removed: officers is an employee or executive officer, or both, of each our Adviser and our Administrator.
+Added: Each of our executive officers is an employee or executive officer, or both, of each our Adviser and our Administrator.
We expect that approximately 15 to 25 full-time employees of our Adviser and our Administrator will spend substantial time on our matters during the 2026 calendar year.
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other agricultural-focused privately-held funds, such as AgIS Capital, LLC, and Homestead Capital;
+Added: large institutional asset managers with farmland investment platforms (e.g., Nuveen/TIAA);
and various online farmland crowdfunding platforms (e.g., AcreTrader, FarmTogether, etc.).
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Developments related to public health emergencies, including laws and regulations implemented by federal governmental authorities or state and local governmental authorities in jurisdictions where our properties are located in response to such public health emergencies, may impact our ability to operate our business, or those of our tenants, in the ordinary course, which may materially affect our results of operations for the year ending December 31, 2026.
−Removed: Otherwise, we do not expect that compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations, or competitive position for the year ending December 31, 2025, as compared to prior periods.
+Added: Otherwise, we do not expect that our compliance with the various laws and regulations we are subject to will have a material effect on our capital expenditures, results of operations, or competitive position for the year ending December 31, 2026, as compared to prior periods.
Additionally, as an owner of real estate, we are subject to various federal, state, and local environmental laws, regulations, and ordinances and also could be liable to third parties resulting from environmental contamination or noncompliance at our properties.
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Available Information
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Copies of each of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments, if any, to those reports filed or furnished with the SEC, pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through our website at www.GladstoneLand.com .
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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.