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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-21 · 24 added, 17 removed, 161 unchanged (20% of the section changed)

5 unchanged sentences

(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.

Refer to “ Report of Management on Internal Controls over Financial Reporting ,” located in Part II, Item 8 of this Form 10-K.

Refer to the Report of Independent Registered Public Accounting Firm located in Item 8 of this Form 10-K.

Refer to the “ Report of Independent Registered Public Accounting Firm ” located in Part II, Item 8 of this Form 10-K.

(d) Changes in Internal Control over Financial Reporting

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OTHER INFORMATION

During the three months ended December 31, 2023, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading arrangement,” as each item is defined in Item 408 of Regulation S-K

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Table of Content

We will file a definitive Proxy Statement for our 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”) with the SEC, pursuant to Regulation 14A, not later than 120 days after December 31, 2023.

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The information required by Item 14 is hereby incorporated by reference from our 2024 Proxy Statement under the sub-captions “ Independent Registered Public Accounting Firm Fees ” and “ Pre-Approval Policy and Procedures ” under the caption “ Ratification of Selection of Independent Registered Public Accounting Firm .”

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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The following financial statements are filed herewith:

Report of Management on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

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

3.10 First Amendment to Amended and Restated Bylaws, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No.

001-35795), filed on October 10, 2023.

4.1 Description of Securities.+

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

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4.5 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.

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

10.9 Amendment No.

1 to Amended and Restated AgVantage Bond Purchase Agreement, dated as of June 2, 2023, 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 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on June 6, 2023.

10.10 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.

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001-357954), filed on February 22, 2022

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.

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.

Inc., incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

001-35795), filed on May 18, 2021.

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.

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

10.13 Second Amendment to Loan Agreement, dated as of December 14, 2023 by and among Gladstone Land Limited Partnership, as borrower, Gladstone Land Corporation, as guarantor, and Metropolitan Life Insurance Company, as lender+

10.14 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.

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001-35795), filed on August 24, 2022.

Table of Content

10.17 Amended and Restated Dealer Manager Agreement, dated as of August 24, 2022, by and between Gladstone Land Corporation and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K (File No.

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

99.1 Estimated Value Methodology for Series C Cumulative Redeemable Preferred Stock at December 31, 2022 +

97.1 Gladstone Land Corporation Compensation Recoupment Policy+

99.1 Estimated Value Methodology for Series E Cumulative Redeemable Preferred Stock at December 31, 2023 +

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

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*** 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 Condensed Consolidated Balance Sheets as of December 31, 2022, and December 31, 2021, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021, and 2020, (iii) the Condensed Consolidated Statements of Equity for the years ended December 31, 2022, 2021, and 2020, (iv) the Condensed Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020, and (v) the Notes to the Condensed Consolidated Financial Statements.

(i) the Consolidated Balance Sheets as of December 31, 2023, and December 31, 2022;

(ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022, and 2021;

(iii) the Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021;

(iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021;

and (v) the Notes to the Consolidated Financial Statements.

FORM 10-K SUMMARY

Not applicable.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Chairman of the Board of Directors

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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.

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February 20, 2024 By:

/s/ Terry Lee Brubaker

Terry Lee Brubaker

Vice Chairman, Chief Operating Officer and Director

February 21, 2023 By:

/s/ Lewis Parrish

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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.

What changed 10-K

Item 9A. Controls and Procedures