CONTROLS AND PROCEDURES
−Removed: Evaluation of Disclosure Controls and Procedures
+Added: (a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2022, our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures.
1 unchanged sentence
However, in evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated can provide only reasonable assurance of necessarily achieving the desired control objectives, and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Management’s Annual Report on Internal Control over Financial Reporting
+Added: (b) Management’s Annual Report on Internal Control over Financial Reporting
Refer to “ Management’s Report on Internal Controls over Financial Reporting ,” located in Item 8 of this Form 10-K.
−Removed: Changes in Internal Control over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: (c) Attestation Report of the Registered Public Accounting Firm
+Added: Refer to the Report of Independent Registered Public Accounting Firm located in Item 8 of this Form 10-K.
+Added: (d) Changes in Internal Control over Financial Reporting
+Added: There were no changes in our internal control over financial reporting that occurred during the quarter or year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
4 unchanged sentences
Only those sections of the 2023 Proxy Statement that specifically address the items set forth herein are incorporated by reference.
+Added: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
+Added: The information required by Item 12 is hereby incorporated by reference from our 2023 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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The information required by Item 11 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “ Executive Compensation ,” “ Director Compensation ” and “ Compensation Committee Report ” and the sub-caption “ Compensation Committee Interlocks and Insider Participation .”
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by Item 12 is hereby incorporated by reference from our 2022 Proxy Statement under the caption “ Security Ownership of Certain Beneficial Owners and Management .”
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
19 unchanged sentences
333-183965), filed on November 2, 2012.
−Removed: 3.2 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No.
−Removed: 3 the Registration Statement on Form S-11 (File No.
−Removed: 333-183965), filed on November 15, 2012.
3.2 Articles of Amendment, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.
8 unchanged sentences
001-35795), filed on May 12, 2021.
+Added: 3.7 Articles Supplementary, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on November 9, 2022.
+Added: 3.8 Articles Supplementary for 5.00% Series E Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on November 9, 2022.
+Added: 3.9 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to Pre-Effective Amendment No.
+Added: 3 the Registration Statement on Form S-11 (File No.
+Added: 333-183965), filed on November 15, 2012.
+Added: 4.1 Description of Securities.+
4.2 Form of Common Stock Certificate, incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No.
7 unchanged sentences
001-35795), filed on January 14, 2021.
+Added: 4.6 Form of Certificate for 5.00% Series E Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on November 9, 2022.
4.7 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.
−Removed: 4.6 Description of Securities.+
+Added: 10.1 Fifth Amended and Restated Investment Advisory Agreement, dated July 13, 2021, 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.
+Added: 001-35795), filed on July 14, 2021.
10.2 Second Amended and Restated Administration Agreement, dated February 1, 2013, by and between Gladstone Land Corporation and Gladstone Administration, LLC, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
4 unchanged sentences
001-35795), filed on May 31, 2018.
−Removed: 10.4 Amended and Restated Subscription Escrow Agreement, dated as of May 31, 2018, by and among Gladstone Land Corporation, Gladstone Land Securities, LLC, and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
−Removed: 001-35795), filed on May 31, 2018.
−Removed: 10.5 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.
−Removed: 001-35795), filed on December 15, 2020 .
−Removed: 10.6 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.
−Removed: 001-35795), filed on December 15, 2020.
10.5 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.
2 unchanged sentences
001-35795), filed on January 14, 2021.
−Removed: 10.9 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.
−Removed: 001-35795), filed on May 12, 2020.
−Removed: 10.10 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.
−Removed: 001-35795), filed on May 12, 2020.
+Added: 10.7 Sixth Amendment to the First Amended and Restated Agreement of Limited Partnership of Gladstone Land Limited Partnership, including Exhibit SE thereto, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on November 9, 2022.
+Added: 10.8 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.
+Added: 001-35795), filed on December 15, 2020 .
+Added: 10.9 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.
+Added: 001-35795), filed on December 15, 2020.
10.10 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.
−Removed: 10.12 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.
−Removed: 001-35795), filed on February 20, 2020.
−Removed: 10.13 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.
−Removed: 001-35795), filed on February 20, 2020.
−Removed: 10.14 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.
+Added: 10.11 First Amendment to Loan Agreement, dated as of February 3, 2022 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 10.15 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No.
001-357954), filed on February 22, 2022
−Removed: 10.15 First Amendment to Loan Agreement, dated as of February 3, 2022 by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender +
+Added: 10.12 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.
+Added: 001-35795), filed on May 12, 2020.
10.13 Amendment No.1 to Equity Distribution Agreement, dated May 18, 2021, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Ladenburg Thalmann & Co.
1 unchanged sentence
001-35795), filed on May 18, 2021.
+Added: 10.14 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.
+Added: 001-35795), filed on May 12, 2020.
10.15 Amendment No.1 to Equity Distribution Agreement, dated May 18, 2021, 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 18, 2021
−Removed: 10.18 Fifth Amended and Restated Investment Advisory Agreement, dated July 13, 2021, 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.
−Removed: 001-35795), filed on July 14, 2021.
+Added: 10.16 Amended and Restated Subscription Escrow Agreement, dated as of May 31, 2018, by and among Gladstone Land Corporation, Gladstone Land Securities, LLC, and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on May 31, 2018.
+Added: 10.17 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.
+Added: 001-35795), filed on February 20, 2020.
+Added: 10.18 Second Amendment to the Escrow Agreement, dated as of November 9, 2022, by and between Gladstone Land Corporation and UMB Bank, National Association, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on August 24, 2022.
+Added: 10.19 Amended and Restated Dealer Manager Agreement, dated as of August 24, 2022, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on August 24, 2022.
+Added: 10.20 Dealer Manager Agreement, dated as of November 9, 2022, by and between Gladstone Land Corporation and Gladstone Securities, LLC., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.
+Added: 001-35795), filed on November 9, 2022
21 List of Subsidiaries of Gladstone Land Corporation.+
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Lewis Parrish
−Removed: Chief Financial Officer
+Added: Chief Financial Officer and Assistant Treasurer
(principal financial and accounting officer)
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February 21, 2023 By:
+Added: /s/ Paula Novara
+Added: February 21, 2023 By:
/s/ John Outland
6 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.