What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-24 compared with 2020-02-19 · 55 added, 73 removed, 125 unchanged (51% of the section changed)

13 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is hereby incorporated by reference from our 2020 Proxy Statement under the captions “ Election of Directors to Class of 2023 ,” “ Information Regarding the Board of Directors and Corporate Governance ,” “ Report of the Compensation Committee of the Board of Directors, ” “ Executive Officers ,” and “ Delinquent Section 16(a) Reports ” and the sub-caption “ Code of Business Conduct and Ethics .”

The information required by Item 10 is hereby incorporated by reference from our 2021 Proxy Statement under the captions “ Election of Directors to Class of 2024 ,” “ Information Regarding the Board of Directors and Corporate Governance ,” “ Compensation Committee Report, ” “ Executive Officers ,” and the sub-caption “ Code of Business Conduct and Ethics .”

EXECUTIVE COMPENSATION

The information required by Item 11 is hereby incorporated by reference from our 2020 Proxy Statement under the captions “ Executive Compensation ,” “ Director Compensation ” and “ Report of the Compensation Committee of the Board of Directors ” and the sub-caption “ Compensation Committee Interlocks and Insider Participation .”

The information required by Item 11 is hereby incorporated by reference from our 2021 Proxy Statement under the captions “ Executive Compensation ,” “ Director Compensation ” and “ Compensation Committee Report ” and the sub-caption “ Compensation Committee Interlocks and Insider Participation .”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

9 unchanged sentences

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations for the years ended December 31, 2019 and 2018

Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019

Consolidated Statements of Equity for the years ended December 31, 2020 and 2019

5 unchanged sentences

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the Securities and Exchange Commission:

Exhibit Description

Number Exhibit Description

3.1 Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Pre-Effective Amendment No.

4 unchanged sentences

333-183965), filed on November 15, 2012.

Articles Supplementary 6.375% Series A Cumulative Term Preferred Stock, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-35795), filed on August 11, 2016.

3.3 Articles of Amendment, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

2 unchanged sentences

001-35795), filed on May 31, 2018.

3.5 Articles Supplementary for 6.00% Series C Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

3.6 Articles Supplementary for 5.00% Series D Cumulative Term Preferred Stock, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-35795), filed on January 14, 2021.

4.1 Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No.

1 unchanged sentence

333-183965), filed on December 27, 2012.

Form of Indenture, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 (File No.

333-217042), filed on March 30, 2017.

Form of Certificate for 6.375% Series A Cumulative Term Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35795), filed on August 11, 2016.

4.2 Form of Certificate for 6.00% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35795), filed on May 31, 2018.

4.3 Form of Certificate for 6.00% Series C Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

4.4 Form of Certificate for 5.00% Series D Cumulative Term Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.

001-35795), filed on January 14, 2021.

4.5 Form of Indenture, incorporated by reference to Exhibit 4.9 to the Registration Statement on Form S-3 (File No.

333-236943), filed on March 6, 2020.

4.6 Description of Securities.+

11 unchanged sentences

001-35795), filed on October 14, 2014.

AgVantage® Bond Purchase Agreement, dated December 5, 2014, by and among Gladstone Lending Company, LLC, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on December 17, 2014.

Pledge and Security Agreement, dated December 5, 2014, by and among Gladstone Lending Company, LLC, Farmer Mac Mortgage Securities Corporation and Federal Agricultural Mortgage Corporation, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-35795), filed on December 17, 2014.

Controlled Equity OfferingSM Sales Agreement, dated August 7, 2015, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on August 7, 2015.

Controlled Equity OfferingSM Sales Agreement, dated August 7, 2015, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership and Ladenburg Thalmann & Co.

Inc., incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K (File No.

001-35795), filed on August 7, 2015.

Amendment No.

1 to Controlled Equity OfferingSM Sales Agreement, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Cantor Fitzgerald & Co., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed April 13, 2017.

Amendment No.

1 to Controlled Equity OfferingSM Sales Agreement, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Ladenburg Thalmann & Co.

Inc., incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K (File No.

001-35795), filed April 13, 2017.

10.7 Third Amendment to Loan Agreement, dated September 3, 2015, by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

4 unchanged sentences

001-35795), filed on September 10, 2015.

Amendment No.

1 to AgVantage® Bond Purchase Agreement, effective as of June 16, 2016, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

001-35795), filed on June 20, 2016.

First Amendment to First Amended and Restated Agreement of Limited Partnership of Gladstone Land Limited Partnership, dated August 10, 2016, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on August 11, 2016.

10.10 Fourth Amendment to Loan Agreement, dated October 5, 2016, by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender, incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K (File No.

14 unchanged sentences

001-35795), filed on May 31, 2018.

Amended and Restated Dealer Manager Agreement, dated May 31, 2018, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on May 31, 2018

Form of Participating Dealer Agreement, dated May 31, 2018, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit A of Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on May 31, 2018.

Agreement of Purchase and Sale, dated as of April 19, 2019, by and between RTS Orchards, LLC and Gladstone Land Corporation, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No.

001-35795), filed on August 7, 2019.*

Agreement of Purchase and Sale, dated as of April 19, 2019, by and between RTS Orchards, LLC and Gladstone Land Corporation, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-35795), filed on August 7, 2019.*

Agreement of Purchase and Sale, dated as of May 10, 2019, by and between Caulkins Citrus Company, Ltd.

and West Citrus Boulevard Stuart FL, LLC, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No.

001-35795), filed on August 7, 2019.

Third Amended and Restated Investment Advisory Agreement, dated as of July 9, 2019, by and between Gladstone Land Corporation and Gladstone Management Corporation, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on July 10, 2019.

Equity Distribution Agreement, dated as of December 27, 2019, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership and Virtu Americas LLC, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on December 27, 2019.

Amendment No.

2 to Controlled Equity OfferingSM Sales Agreement, dated as of December 27, 2019, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership and Cantor Fitzgerald & Co.

, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

10.18 Fourth Amended and Restated Investment Advisory Agreement, dated January 14, 2020, by and between Gladstone Land Corporation and Gladstone Management Corporation, incorporated by reference to Exhibit 10.35 to the Annual Report on Form 10-K (File No.

001-35795), filed on February 19, 2020.

10.19 Amended and Restated AgVantage Bond Purchase Agreement, dated as of December 10, 2020, by and among Gladstone Lending Company, LLC, as Issuer, Farmer Mac Mortgage Securities Corporation, as Bond Purchaser, and Federal Agricultural Mortgage Corporation, as Guarantor, incorporated by reference to Exhibit 10.1 on the Current Report on Form 8-K (File No.

001-35795), filed on December 15, 2020 .

Amendment No.

2 to Controlled Equity OfferingSM Sales Agreement, dated December 27, 2019, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership and Ladenburg Thalmann & Co.

Inc., incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

10.20 Amended and Restated Pledge and Security Agreement, dated as of December 10, 2020, by and among Gladstone Lending Company, LLC, as Grantor, Farmer Mac Mortgage Securities Corporation, as Purchaser, and Federal Agricultural Mortgage Corporation, as Collateral Agent and Bond Guarantor, incorporated by reference to Exhibit 10.2 on the Current Report on Form 8-K (File No.

001-35795), filed on December 15, 2020.

Fourth Amended and Restated Investment Advisory Agreement, dated January 14, 2020, by and between Gladstone Land Corporation and Gladstone Management Corporation.+

10.21 Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Gladstone Land Limited Partnership, including Exhibit SC thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

10.22 Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership of Gladstone Land Limited Partnership, including Exhibit SD thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-35795), filed on January 14, 2021.

10.23 Equity Distribution Agreement, dated May 12, 2020, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Ladenburg Thalmann & Co., Inc., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on May 12, 2020.

10.24 Equity Distribution Agreement, dated May 12, 2020, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Virtu Americas, LLC, incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K (File No.

001-35795), filed on May 12, 2020.

10.25 Loan Agreement, dated as of February 20, 2020, by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender, incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

10.26 Dealer Manager Agreement, dated as of February 20, 2020, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

10.27 Form of Participating Dealer Agreement, dated February 20, 2020, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit A of Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

10.28 First Amendment to the Amended and Restated Escrow Agreement, dated as of February 20, 2020, by and between Gladstone Land Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-35795), filed on February 20, 2020.

21 List of Subsidiaries of Gladstone Land Corporation.+

4 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++

Estimated Value Methodology for Series B Cumulative Redeemable Preferred Stock at December 31, 2019.

99.1 Estimated Value Methodology for Series C Cumulative Redeemable Preferred Stock at December 31, 2020 +

* Certain information in this exhibit has been redacted pursuant to Item 601(b)(10) of Regulation S-K and the Company agrees to furnish to the Securities and Exchange Commission a complete copy of the exhibit, including the redacted portions, upon request.

1 unchanged sentence

++ Furnished herewith.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Definition Linkbase

Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in eXtensible Business Reporting Language (XBRL):

(i) the Consolidated Balance Sheets as of December 31, 2019, and 2018, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2019 and 2018, (iii) the Consolidated Statements of Equity for the years ended December 31, 2019 and 2018, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2019 and 2018, and (v) the Notes to the Consolidated Financial Statements.

101.INS*** XBRL Instance Document

101.SCH*** XBRL Taxonomy Extension Schema Document

101.CAL*** XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*** XBRL Taxonomy Extension Label Linkbase Document

101.PRE*** XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF*** XBRL Definition Linkbase

104 Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

*** Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in Inline eXtensible Business Reporting Language (iXBRL):

(i) the Consolidated Balance Sheets as of December 31, 2020, and December 31, 2019, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2020 and 2019, (iii) the Consolidated Statements of Equity for the years ended December 31, 2020 and 2019, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019, and (v) the Notes to the Consolidated Financial Statements.

FORM 10-K SUMMARY

2 unchanged sentences

Gladstone Land Corporation

February 19, 2020

February 24, 2021 By:

/s/ Lewis Parrish

1 unchanged sentence

Chief Financial Officer

February 19, 2020

February 24, 2021 By:

/s/ David Gladstone

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 19, 2020

February 24, 2021 By:

/s/ David Gladstone

2 unchanged sentences

(principal executive officer)

February 19, 2020

February 24, 2021 By:

/s/ Terry Lee Brubaker

1 unchanged sentence

Vice Chairman, Chief Operating Officer and Director

February 19, 2020

February 24, 2021 By:

/s/ Lewis Parrish

2 unchanged sentences

(principal financial and accounting officer)

February 19, 2020

February 24, 2021 By:

/s/ Paul Adelgren

Paul Adelgren

February 19, 2020

February 24, 2021 By:

/s/ Michela A.

February 19, 2020

February 24, 2021 By:

/s/ John Outland

February 19, 2020

February 24, 2021 By:

/s/ Anthony W.

February 19, 2020

February 24, 2021 By:

/s/ Walter H.

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures