9 unchanged sentences
Schedule III – Real Estate and Accumulated Depreciation as of December 31, 2025
−Removed: Table of Content
Report of Management on Internal Control over Financial Reporting
8 unchanged sentences
February 24, 2026
−Removed: Table of Content
Report of Independent Registered Public Accounting Firm
20 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Real Estate Impairment Evaluation – Undiscounted Future Cash Flows
−Removed: As described in Notes 2 and 3 to the consolidated financial statements, the Company’s consolidated total real estate, net balance was $1.2 billion as of December 31, 2024.
−Removed: During 2024, the Company recognized an impairment charge of $2.1 million.
+Added: Impairment Assessment of a Certain Real Estate Investment
+Added: As described in Notes 2 and 3 to the consolidated financial statements, the Company’s total real estate, net balance was $1.1 billion as of December 31, 2025.
+Added: For the year ended December 31, 2025, the Company recorded impairment losses of $3.9 million related to real estate investments, the majority of which related to one property located in Santa Barbara County, California (“a certain real estate investment”).
Management periodically reviews the carrying value of each property to determine whether indicators of impairment exist.
−Removed: If circumstances support the possibility of impairment, management prepares a projection of the total undiscounted future cash flows of the specific property (without interest charges), including net proceeds from disposition, if any, and compares them to the net book value of the property to determine whether the carrying value of the property is recoverable.
−Removed: In preparing the projection of undiscounted future cash flows, management estimates cap rates, rental rates, and property values, as applicable, using information obtained from market data and other comparable sources, such as recent sales data from comparable properties and broker quotes, and applies the undiscounted cash flows to the expected hold period.
−Removed: If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on management’s best estimate of the property’s discounted future cash flows using market-derived terms, such as cap rates, discount rates, and rental rates applied to the expected hold period.
−Removed: The principal considerations for our determination that performing procedures relating to the undiscounted future cash flows used in the real estate impairment evaluation is a critical audit matter are (i) the significant judgment by management when developing the projection of the undiscounted future cash flows and (ii) a high degree of auditor judgment, subjectivity, and
−Removed: Table of Content
−Removed: effort in performing procedures and evaluating management’s significant assumptions related to the rental rates and expected hold periods.
+Added: If circumstances support the possibility of impairment, management prepares a projection of the total undiscounted future cash flows of the specific property (without interest charges), including net proceeds from disposition, if any, and compares them to the carrying value of the property to determine whether the carrying value of the property is recoverable.
+Added: If impairment is indicated, the carrying value of the property is written down to its estimated fair value based on the property’s discounted future cash flows using market-derived assumptions, such as cap rates, discount rates, and rental rates applied to the expected hold period.
+Added: The principal considerations for our determination that performing procedures relating to the impairment assessment of a certain real estate investment is a critical audit matter are (i) the significant judgment by management when developing the estimated fair value of a certain real estate investment;
+Added: and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the cap rate, the discount rate, and the rental rates.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included, among others (i) testing management’s process for developing the projection of the undiscounted future cash flows;
−Removed: (ii) evaluating the appropriateness of the undiscounted cash flow model;
−Removed: (iii) testing the completeness and accuracy of underlying data used in the undiscounted cash flow model;
−Removed: and (iv) evaluating the reasonableness of the significant assumptions used by management related to rental rates and expected holding periods.
−Removed: Evaluating management’s assumptions related to the rental rates and expected holding periods involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data and (ii) whether the rental rates assumption was consistent with evidence obtained in other areas of the audit.
+Added: These procedures included, among others, (i) testing management’s process for developing the estimated fair value of a certain real estate investment;
+Added: (ii) evaluating the appropriateness of the discounted cash flow model used by management;
+Added: (iii) testing the completeness and accuracy of certain data used in the discounted cash flow model;
+Added: and (iv) evaluating the reasonableness of the significant assumptions used by management related to the cap rate, the discount rate, and the rental rates.
+Added: Evaluating the reasonableness of the significant assumptions used by management involved considering external market and industry data and evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
2 unchanged sentences
We have served as the Company’s auditor since 2005.
−Removed: Table of Content
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
8 unchanged sentences
Cash and cash equivalents 27,177 18,275
+Added: Crop inventory 1,663 —
+Added: Investments in water assets 41,549 40,230
Other assets, net 66,902 46,938
11 unchanged sentences
Commitments and contingencies (Note 9)
−Removed: Stockholders’ equity:
Series B cumulative redeemable preferred stock, $ 0.001 par value;
$ 25.00 per share liquidation preference;
−Removed: 6,340,889 shares authorized, 5,840,889 shares issued and outstanding as of December 31, 2024;
−Removed: 6,456,065 shares authorized, 5,956,065 shares issued and outstanding as of December 31, 2023
+Added: 6,340,889 shares authorized, 5,840,889 shares issued and outstanding as of December 31, 2025, and December 31, 2024.
Series C cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;
−Removed: 25,700,791 shares authorized, 9,954,863 shares issued and outstanding as of December 31, 2024;
−Removed: 25,902,437 shares authorized, 10,156,509 shares issued and outstanding as of December 31, 2023
+Added: 25,700,791 shares authorized, 9,954,863 shares issued and outstanding as of December 31, 2025, and December 31, 2024
Series E cumulative redeemable preferred stock, $ 0.001 par value, $ 25.00 per share liquidation preference;
6 unchanged sentences
Distributions in excess of accumulated earnings ( 205,511 ) ( 174,561 )
−Removed: Accumulated other comprehensive income (loss) 7,632 7,366
−Removed: Total stockholders’ equity 687,182 719,613
−Removed: Non-controlling interests in Operating Partnership — —
+Added: Accumulated other comprehensive income 4,896 7,632
Total Equity 670,286 687,182
1 unchanged sentence
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Table of Content
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
5 unchanged sentences
Lease revenue, net $ 76,125 $ 84,763 $ 90,319
+Added: Crop sales 12,164 — —
Other operating revenue 50 453 79
3 unchanged sentences
Property operating expenses 6,696 5,334 4,201
+Added: Cost of sales 9,588 — —
Base management fee 8,007 8,370 8,603
2 unchanged sentences
General and administrative expenses 2,343 2,625 2,924
−Removed: Write-off of costs associated with offering of Series C cumulative redeemable preferred stock — — 853
+Added: Write-off of costs associated with offering of Series E cumulative redeemable preferred stock 547 — —
Impairment charge 3,921 2,106 —
6 unchanged sentences
Dividends declared on cumulative term preferred stock ( 3,019 ) ( 3,019 ) ( 3,019 )
−Removed: Gain (loss) on dispositions of real estate assets, net 5,886 5,208 ( 3,760 )
−Removed: Property and casualty loss, net ( 284 ) ( 1,016 ) ( 56 )
+Added: Gain on dispositions of real estate assets, net 13,882 5,886 5,208
+Added: Property and casualty recovery (loss), net 137 ( 284 ) ( 1,016 )
Loss from investments in unconsolidated entities ( 26 ) ( 60 ) ( 59 )
1 unchanged sentence
NET INCOME 13,529 13,290 14,565
−Removed: Net income attributable to non-controlling interests — — ( 8 )
−Removed: NET INCOME ATTRIBUTABLE TO THE COMPANY 13,290 14,565 4,708
Dividends declared on cumulative redeemable preferred stock ( 24,008 ) ( 24,250 ) ( 24,371 )
−Removed: Gain (loss) on extinguishment of cumulative redeemable preferred stock, net 505 ( 46 ) ( 25 )
+Added: (Loss) gain on extinguishment of cumulative redeemable preferred stock, net ( 5 ) 505 ( 46 )
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS $ ( 10,484 ) $ ( 10,455 ) $ ( 9,852 )
−Removed: LOSS PER COMMON SHARE:
+Added: NET LOSS PER COMMON SHARE:
Basic and diluted $ ( 0.29 ) $ ( 0.29 ) $ ( 0.28 )
4 unchanged sentences
COMPREHENSIVE INCOME $ 10,793 $ 13,556 $ 12,924
−Removed: Comprehensive income attributable to non-controlling interests — — ( 8 )
−Removed: COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY $ 13,556 $ 12,924 $ 14,751
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Table of Content
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
7 unchanged sentences
Comprehensive Income (Loss) Total
−Removed: Stockholders’
−Removed: Interest Total
Balance at December 31, 2022 5,956,065 $ 6 10,191,353 $ 10 — $ — 35,050,397 $ 35 $ 836,674 $ ( 114,370 ) $ 9,007 $ 731,362
−Removed: Issuance of Series C Preferred Stock, net — — 6,736,615 7 — — — — 152,732 — — 152,739 — 152,739
+Added: Issuances of Series C Preferred Stock, net — — 14,069 — — — — — 298 — — 298
Redemptions of Series C Preferred Stock, net — — ( 48,913 ) — — — — — ( 1,110 ) ( 46 ) — ( 1,156 )
−Removed: Redemptions of OP Units — — — — — — ( 3,700 ) — — ( 3,700 ) ( 3,970 ) ( 7,670 )
−Removed: Issuance of common stock, net — — — — — — 840,384 1 21,981 — — 21,982 — 21,982
+Added: Issuances of Series E Preferred Stock, net — — — — 237,441 — — — 5,301 — — 5,301
+Added: Redemptions of Series E Preferred Stock, net — — — — ( 1,600 ) — — — ( 36 ) — — ( 36 )
+Added: Issuances of common stock, net — — — — — — 788,045 1 15,079 — — 15,080
Net income — — — — — — — — — 14,565 — 14,565
1 unchanged sentence
Distributions—OP Units and common stock — — — — — — — — — ( 19,789 ) — ( 19,789 )
−Removed: Comprehensive income attributable to the Company — — — — — — — — — — 10,043 10,043 — 10,043
−Removed: Adjustment to non-controlling interests resulting from changes in ownership of the Operating Partnership — — — — — — — — ( 1,738 ) — — ( 1,738 ) 1,738 —
+Added: Comprehensive loss attributable to the Company — — — — — — — — — — ( 1,641 ) ( 1,641 )
Balance at December 31, 2023 5,956,065 $ 6 10,156,509 $ 10 235,841 $ — 35,838,442 $ 36 $ 856,206 $ ( 144,011 ) $ 7,366 $ 719,613
−Removed: Issuance of Series C Preferred Stock, net — — 14,069 — — — — — 298 — — 298 — 298
+Added: Redemptions of Series B Preferred Stock, net ( 115,176 ) — — — — — ( 2,562 ) 133 — ( 2,429 )
Redemptions of Series C Preferred Stock, net — — ( 201,646 ) — — — — — ( 4,574 ) 372 — ( 4,202 )
−Removed: Issuance of Series E Preferred Stock, net — — — — 237,441 — — — 5,301 — — 5,301 — 5,301
−Removed: Redemptions of Series E Preferred Stock, net — — — — ( 1,600 ) — — — ( 36 ) — — ( 36 ) — ( 36 )
−Removed: Issuance of common stock, net — — — — — — 788,045 1 15,079 — — 15,080 — 15,080
+Added: Issuances of Series E Preferred Stock, net — — — — 16,595 — — — 358 — — 358
+Added: Issuances of common stock, net — — — — — — 346,216 — 4,631 — — 4,631
Net income — — — — — — — — — 13,290 — 13,290
4 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements
−Removed: Table of Content
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
7 unchanged sentences
Comprehensive Income (Loss) Total
−Removed: Stockholders’
−Removed: Interest Total
of Shares Par
Balance at December 31, 2024 5,840,889 $ 6 9,954,863 $ 10 252,436 $ — 36,184,658 $ 36 $ 854,059 $ ( 174,561 ) $ 7,632 $ 687,182
−Removed: Redemptions of Series B Preferred Stock, net ( 115,176 ) — — — — — — — ( 2,562 ) 133 — ( 2,429 ) — ( 2,429 )
−Removed: Redemptions of Series C Preferred Stock, net — — ( 201,646 ) — — — — — ( 4,574 ) 372 — ( 4,202 ) — ( 4,202 )
−Removed: Issuance of Series E Preferred Stock, net — — — — 16,595 — — — 358 — — 358 — 358
−Removed: Issuance of common stock, net — — — — — — 346,216 — 4,631 — — 4,631 — 4,631
+Added: Issuances of Series E Preferred Stock, net — — — — 400 — — — 5 — — 5
+Added: Redemptions of Series E Preferred Stock, net — — — — ( 4,350 ) — — — ( 97 ) ( 5 ) — ( 102 )
+Added: Issuances of common stock, net — — — — — — 1,830,260 2 16,880 — — 16,882
Net income — — — — — — — — — 13,529 — 13,529
1 unchanged sentence
Distributions—OP Units and common stock — — — — — — — — — ( 20,466 ) — ( 20,466 )
−Removed: Comprehensive income attributable to the Company — — — — — — — — — — 266 266 — 266
+Added: Comprehensive loss attributable to the Company — — — — — — — — — — ( 2,736 ) ( 2,736 )
Balance at December 31, 2025 5,840,889 $ 6 9,954,863 $ 10 248,486 $ — 38,014,918 $ 38 $ 870,847 $ ( 205,511 ) $ 4,896 $ 670,286
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Table of Content
-GLADSTONE LAND CORPORATION AND SUBSIDIARIES
12 unchanged sentences
Loss from investments in unconsolidated entities 26 60 59
−Removed: Bad debt expense 372 149 83
−Removed: Write-off of unamortized deferred offering costs associated with cumulative redeemable preferred stock (Series C) — — 798
−Removed: (Gain) loss on dispositions of real estate assets, net ( 5,886 ) ( 5,208 ) 3,760
−Removed: Property and casualty loss, net 284 1,016 56
+Added: Write-off of unamortized deferred offering costs associated with cumulative redeemable preferred stock (Series E) 547 — —
+Added: Gain on dispositions of real estate assets, net ( 13,882 ) ( 5,886 ) ( 5,208 )
+Added: Property and casualty (recovery) loss, net ( 137 ) 284 1,016
Changes in operating assets and liabilities:
+Added: Crop inventory ( 1,053 ) — —
+Added: Investments in water assets ( 1,297 ) ( 4,121 ) ( 2,043 )
Other assets, net ( 21,613 ) ( 6,782 ) ( 4,722 )
−Removed: Accounts payable and accrued expenses and Due to related parties, net ( 6,101 ) ( 3,400 ) 5,678
+Added: Accounts payable and accrued expenses ( 13,853 ) ( 5,101 ) ( 2,904 )
+Added: Due to related parties, net ( 128 ) ( 1,000 ) ( 496 )
Other liabilities, net ( 6,190 ) ( 1,458 ) 962
1 unchanged sentence
CASH FLOWS FROM INVESTING ACTIVITIES:
−Removed: Acquisition of new real estate assets — — ( 62,055 )
Capital expenditures on existing real estate assets ( 7,161 ) ( 5,197 ) ( 12,805 )
1 unchanged sentence
Proceeds from dispositions of real estate assets, net 91,295 68,505 9,037
−Removed: Deposits on prospective real estate acquisitions and investments — — ( 554 )
Net cash provided by (used in) investing activities 84,066 63,308 ( 3,768 )
8 unchanged sentences
Redemptions of cumulative redeemable preferred stock ( 102 ) ( 6,630 ) ( 1,191 )
−Removed: Payments for redemptions of OP Units — — ( 7,670 )
Dividends paid on cumulative redeemable preferred stock ( 24,008 ) ( 24,248 ) ( 25,301 )
−Removed: Distributions paid on OP Units — — ( 27 )
Distributions paid on common stock ( 20,466 ) ( 20,095 ) ( 19,789 )
−Removed: Net cash (used in) provided by financing activities ( 93,152 ) ( 78,883 ) 86,129
−Removed: NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 296 ) ( 42,570 ) 44,433
+Added: Net cash used in financing activities ( 82,157 ) ( 93,152 ) ( 78,883 )
+Added: NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,902 ( 296 ) ( 42,570 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,275 18,571 61,141
15 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: Table of Content
GLADSTONE LAND CORPORATION AND SUBSIDIARIES
2 unchanged sentences
BUSINESS AND ORGANIZATION
+Added: Business and Organization
Gladstone Land Corporation (“we,” “us,” or the “Company”) is an agricultural real estate investment trust (“REIT”) that was re-incorporated in Maryland on March 24, 2011, having been originally incorporated in California on June 14, 1997.
−Removed: We are primarily in the business of owning and leasing farmland.
−Removed: Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (the “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (the “Administrator”), a Delaware limited liability company.
−Removed: Our Adviser and Administrator are both affiliates of ours (see Note 6, “ Related-Party Transactions ,” for additional discussion regarding our Adviser and Administrator).
+Added: We are 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: 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: As of December 31, 2025, we owned 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 conduct substantially all of our operations through a subsidiary, Gladstone Land Limited Partnership (the “Operating Partnership”), a Delaware limited partnership.
As we currently control the sole general partner of the Operating Partnership and own, directly or indirectly, a majority of the common units of limited partnership interest in the Operating Partnership (“OP Units”), the financial position and results of operations of the Operating Partnership are consolidated within our financial statements.
−Removed: As of each of December 31, 2024, 2023, and 2022, the Company owned approximately 100.0 % of the outstanding OP Units (see Note 8, “ Equity ,” for additional discussion regarding OP Units).
−Removed: Gladstone Land Partners, LLC (“Land Partners”), a Delaware limited liability company and a subsidiary of ours, was organized to engage in any lawful act or activity for which a limited liability company may be organized in Delaware.
−Removed: Land Partners is the general partner of the Operating Partnership and has the power to make and perform all contracts and to engage in all activities necessary in carrying out the purposes of the Company, as well as all other powers available to it as a limited liability company.
−Removed: As we currently own all of the membership interests of Land Partners, the financial position and results of operations of Land Partners are consolidated within our financial statements.
+Added: As of each of December 31, 2025 and 2024, the Company owned all of the outstanding OP Units.
Gladstone Land Advisers, Inc.
−Removed: (“Land Advisers”), a Delaware corporation and a subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations.
−Removed: We have elected for Land Advisers to be taxed as a taxable REIT subsidiary (“TRS”) of ours.
−Removed: Since we currently own all of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements.
+Added: (“Land Advisers”), a Delaware corporation and an indirect wholly-owned subsidiary of ours, was created to collect any non-qualifying income related to our real estate portfolio and to perform certain small-scale farming business operations.
+Added: We have elected for Land Advisers to be taxed as a TRS of ours.
+Added: Since we currently indirectly own 100 % of the voting securities of Land Advisers, its financial position and results of operations are consolidated within our financial statements.
For each of the tax years ended December 31, 2025, 2024, and 2023 , there was no taxable income or loss from Land Advisers, nor did we have any undistributed REIT taxable income.
+Added: Subject to certain restrictions and limitations, and pursuant to contractual agreements, our business is managed by Gladstone Management Corporation (our “Adviser”), a Delaware corporation, and administrative services are provided to us by Gladstone Administration, LLC (our “Administrator”), a Delaware limited liability company.
+Added: Our Adviser and Administrator are both affiliates of ours (see Note 8, “ Related-Party Transactions ,” for additional discussion regarding our Adviser and Administrator).
All further references herein to “we,” “us,” “our,” and the “Company” refer, collectively, to Gladstone Land Corporation and its consolidated subsidiaries, except where indicated otherwise.
5 unchanged sentences
Actual results may materially differ from these estimates.
+Added: Reclassifications
+Added: Certain line items on the accompanying Consolidated Balance Sheet as of December 31, 2024, and the Consolidated Statement of Cash Flows for the years ended December 31, 2024 and 2023 have been reclassified to conform to the current period’s presentation.
+Added: These reclassifications had no impact on previously-reported stockholders’ equity, net income, or net change in cash and cash equivalents.
Real Estate and Lease Intangibles
−Removed: Our investments in real estate consist of farmland, improvements made to the farmland (consisting primarily of irrigation and drainage systems and buildings), and permanent plantings acquired in connection with certain land purchases (consisting primarily of almond and pistachio trees, blueberry bushes, and wine vineyards).
+Added: Our investments in real estate consist of farmland, improvements made to the farmland (consisting primarily of irrigation and drainage systems and buildings), and permanent plantings acquired in connection with certain land purchases (consisting
+Added: primarily of almond and pistachio trees, blueberry bushes, and wine vineyards).
We record investments in real estate at cost and generally capitalize improvements and replacements when they extend the useful life or improve the efficiency of the asset.
We expense costs of routine repairs and maintenance as such costs are incurred.
−Removed: We generally compute depreciation using the
−Removed: Table of Content
−Removed: straight-line method over the shorter of the estimated useful life or 50 years for buildings, improvements, and permanent plantings, and the shorter of the estimated useful life or 5 to 20 years for equipment and fixtures.
+Added: We generally compute depreciation using the straight-line method over the shorter of the estimated useful life or 50 years for buildings, improvements, and permanent plantings, and the shorter of the estimated useful life or 5 to 20 years for equipment and fixtures.
Certain of our acquisitions involve sale-leaseback transactions with newly-originated leases, and other of our acquisitions involve the acquisition of farmland that was already being operated as rental property, in which case we will typically assume the lease in place at the time of acquisition.
14 unchanged sentences
The fair value of capitalized below-market lease values, included as part of Other liabilities in the accompanying Consolidated Balance Sheets, is amortized as an increase to rental income on a straight-line basis over the remaining, non-cancelable terms of the respective leases, including that of any fixed-price or below-market renewal options.
−Removed: The value of the remaining intangible assets acquired, which consists of in-place lease values, lease origination costs, and tenant relationship values, are determined based on management’s evaluation of the specific characteristics of each tenant’s lease and our overall relationship with that respective tenant.
−Removed: Characteristics to be considered by management in allocating these values include the nature and extent of our existing business relationships with the tenant, prospects for developing additional business with the tenant, the tenant’s credit quality, and our expectations of lease renewals (including those existing under the terms of the current lease agreement), among other factors.
The value of in-place leases and certain lease origination costs (if any) are amortized to amortization expense on a straight-line basis over the remaining, non-cancelable terms of the respective leases.
1 unchanged sentence
Should a tenant terminate its lease, the unamortized portion of the above intangible assets or liabilities would be charged to the appropriate income or expense account.
−Removed: Table of Content
−Removed: Total consideration for acquisitions may include a combination of cash and equity securities, such as OP Units.
+Added: Total consideration for acquisitions may include a combination of cash and equity securities, such as common units of limited partnership interest in our Operating Partnership (“OP Units”).
When OP Units are issued in connection with acquisitions, we determine the fair value of the OP Units issued based on the number of units issued multiplied by the closing price of the Company’s common stock on the date of acquisition.
+Added: We did not issue any OP Units in any of the years ended December 31, 2025, 2024, or 2023.
Real Estate Impairment Evaluation
31 unchanged sentences
Cash and Cash Equivalents
−Removed: Table of Content
We consider cash equivalents to be all short-term, highly-liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase, except that any such investments purchased with funds held in escrow or similar accounts are classified as restricted cash.
−Removed: Items classified as cash equivalents include money-market deposit accounts.
+Added: Items classified as cash equivalents include money-market deposit
Our cash and cash equivalents as of December 31, 2025 and 2024 were held in the custody of one financial institution (which management believes to be financially sound and with minimal credit risk), and our balance at times may exceed federally-insurable limits.
We did no t have any restricted cash or cash equivalents as of either December 31, 2025 or 2024.
+Added: Crop Inventory and Crop Sales
+Added: Crop inventory consists of costs related to crops grown on farms managed by us (via a management agreement with a third-party operator).
+Added: Such costs are accumulated and capitalized as Crop inventory on the accompanying Consolidated Balance Sheets, stated at the lower of cost or net realizable value and are charged to cost of products sold as the related crops are harvested and sold.
+Added: Revenue from the sale of harvested crops are recognized in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), when the harvested crops have been delivered to the processing facility and title has transferred and are recorded using the contracted market price on the date of delivery.
+Added: See Note 4, “ Crop Inventory and Crop Sales ,” for further discussion.
+Added: Investments in Water Assets
+Added: From time to time, we have entered into contracts to acquire additional water assets for certain of our farms (see Note 5, “ Investments in Water Assets ”).
+Added: The water assets acquired may be in the form of either water banked at a government municipality or groundwater pumping credits obtained through groundwater recharge programs established by government municipalities, which recharge is achieved via groundwater recharge facilities we have constructed on certain of our farms.
+Added: The contracts we have entered into to acquire additional water assets cannot readily be net settled by means outside of the respective contracts;
+Added: therefore, in accordance with ASC 360, we recognize the investments in long-term water assets at cost, including all costs necessary to procure and transfer the water asset to its intended location.
+Added: Costs to acquire water assets are initially deferred in a prepaid account until such time that the water assets are recognized by the respective water district, at which time, the costs related to the recognized water assets are reclassed and capitalized as an investment in long-term water assets.
+Added: Investments in long-term water assets and the related prepaid asset are both included in Investments in water assets on our accompanying Consolidated Balance Sheets.
+Added: While we may, in the future, sell portions of these water assets to unrelated third parties for a profit, our current intent is to hold these water assets for the long-term for future use on our farms.
+Added: There is no amount of time by which we must use these water assets.
+Added: Each quarter, we will review our investments in water assets for any impairment indicators in accordance with ASC 360 and perform an impairment analysis on those select water assets that have an indication of impairment.
+Added: In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions and environmental or regulatory changes.
+Added: If this analysis indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset.
+Added: As of December 31, 2025 and 2024, we concluded that no water assets were impaired.
Debt Issuance Costs
4 unchanged sentences
In addition, in accordance with ASC 470, “Debt” (“ASC 470”), when a financing arrangement is amended so that the only material change is an increase in the borrowing capacity, the unamortized deferred financing costs from the prior arrangement are amortized over the term of the new arrangement.
−Removed: During the years ended December 31, 2024, 2023, and 2022, we recorded approximately $ 990,000 , $ 1.1 million, and $ 1.1 million, respectively, of total amortization expense related to debt issuance costs .
+Added: During the years ended December 31, 2025, 2024, and 2023, we recorded approximately $ 1.2 million, $ 1.0 million, and $ 1.1 million, respectively, of total amortization expense related to debt issuance costs .
Deferred Offering Costs
1 unchanged sentence
Accordingly, costs incurred related to our ongoing equity offerings are included in Other assets, net on the accompanying Consolidated Balance Sheets and are ratably applied to the cost of equity as the related securities are issued.
−Removed: If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering costs are charged to expense in the period such offering is aborted and recorded on the accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: If an equity offering is subsequently terminated, the remaining, unallocated portion of the related deferred offering
+Added: costs are charged to expense in the period such offering is aborted and recorded on the accompanying Consolidated Statements of Operations and Comprehensive Income.
Other Assets and Other Liabilities
−Removed: Other assets, net generally consists primarily of net deferred rent assets, rents and other accounts receivable, deferred offering costs, prepaid expenses, deferred financing costs associated with our lines of credit, operating lease right-of-use assets, deposits on potential real estate acquisitions, the carrying value of certain farm equipment owned by us and used on our farms, investments in long-term water assets (see “ —Investments in Water Assets ” below for further discussion), net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion), and the fair value of interest rate swaps if market interest rates are above the fixed rate of the respective swap (see Note 4, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).
+Added: Other assets, net generally consists primarily of net deferred rent assets, rents and other accounts receivable (including receivables related to participation rents and crop sales), net ownership interests in special-purpose LLCs (see “ —Investments in Unconsolidated Entities ” below for further discussion), the fair value of interest rate swaps if market interest rates are above the fixed rate of the respective swap (see Note 6 “Borrowings—Interest Rate Swap Agreements ,” for further discussion), prepaid expenses, operating lease right-of-use assets, deferred offering costs, and unamortized debt issuance costs associated with our lines of credit.
Other liabilities, net generally consists primarily of rents received in advance, net deferred rent liabilities, operating lease liabilities, and the fair value of interest rate swaps if market interest rates are below the fixed rate of the respective swap (see Note 6, “Borrowings—Interest Rate Swap Agreements ,” for further discussion).
6 unchanged sentences
See Note 3, “ Real Estate and Lease Intangibles—Investments in Unconsolidated Entities ,” for further discussion.
−Removed: Investments in Water Assets
−Removed: Table of Content
−Removed: From time to time, we have entered into contracts to acquire additional water assets for certain of our farms (see Note 3, “ Real Estate and Lease Intangibles—Investments in Water Assets ”).
−Removed: The water assets acquired may be in the form of either water banked at a government municipality or groundwater pumping credits obtained through groundwater recharge programs established by government municipalities, which recharge is achieved via groundwater recharge facilities we have constructed on certain of our farms.
−Removed: The contracts we have entered into to acquire additional water assets cannot readily be net settled by means outside of the respective contracts;
−Removed: therefore, in accordance with ASC 360, we recognize the investments in long-term water assets at cost, including all costs necessary to procure and transfer the water asset to its intended location.
−Removed: Costs to acquire water assets are initially deferred in a prepaid account until such time that the water assets are recognized by the respective water district, at which time, the costs related to the recognized water assets are reclassed and capitalized as an investment in long-term water assets.
−Removed: Investments in long-term water assets and the related prepaid asset are both included in Other assets, net on our accompanying Consolidated Balance Sheets.
−Removed: While we may, in the future, sell portions of these water assets to unrelated third parties for a profit, our current intent is to hold these water assets for the long-term for future use on our farms.
−Removed: There is no amount of time by which we must use these water assets.
−Removed: Each quarter, we will review our investments in long-term water assets for any indicators of impairment in accordance with ASC 360 and perform an impairment analysis if there are any such indicators.
−Removed: In determining if impairment exists, we consider such indicators which may include, but are not limited to, deteriorating market conditions and environmental or regulatory changes.
−Removed: As of December 31, 2024, we concluded that no water assets were impaired.
−Removed: Non-controlling Interests
−Removed: Non-controlling limited interests in our Operating Partnership are those OP Units not owned by us.
−Removed: We evaluate whether OP Units held by non-controlling OP Unitholders are subject to redemption features outside of our control.
−Removed: OP Units held by non-controlling OP Unitholders are redeemable at the option of the holder for cash or, at our election, shares of our common stock and thus are reported in the equity section of the Consolidated Balance Sheets but separate from stockholders’ equity.
−Removed: The amount reported for such non-controlling interests on the Consolidated Statements of Operations and Comprehensive Income represent the portion of income (loss) from the Operating Partnership not attributable to us.
−Removed: At the end of each reporting period, we determine the amount of equity (at book value) that is allocable to non-controlling interests based upon the respective ownership interests.
−Removed: To reflect such non-controlling interests’ equity interest in the Company, an adjustment is made to non-controlling interests, with a corresponding adjustment to paid-in capital, as reflected on the Consolidated Statements of Equity.
Lease Revenue
3 unchanged sentences
If the collectability determination for leases for which revenue is being recorded based on cash received from the tenant subsequently changes to being probable, we resume recognizing revenue, including deferred revenue, on a straight-line basis and recognize incremental revenue related to the reinstatement of cumulative deferred rent receivable and deferred revenue balances as if revenue had been recorded on a straight-line basis since the inception of the lease.
−Removed: As of December 31, 2024, four of our leases with three different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.
+Added: As of December 31, 2025, three of our leases with three different tenants were recognized on a cash basis due to the full collectability of the remaining rental payments under the respective leases not being deemed probable.
Certain other leases provide for additional rental payments that are based on a percentage of the gross crop revenues earned on the farm, which we refer to as participation rents.
1 unchanged sentence
As a result, depending on the circumstances of each lease, certain participation rents may be recognized by us in the year the crop was harvested, while other participation rents may be recognized in the year following the harvest.
−Removed: Deferred rent receivable, included in Other assets on the accompanying Consolidated Balance Sheets, includes the cumulative difference between rental revenue as recorded on a straight-line basis and cash rents received from the tenants in accordance with the lease terms.
+Added: Deferred rent receivable, included in Other assets, net on the accompanying Consolidated Balance Sheets, includes the cumulative difference between rental revenue as recorded on a straight-line basis and cash rents received from the tenants in accordance with the lease terms.
In addition, we determine, in our judgment, to what extent the deferred rent receivable applicable to each specific tenant is collectable.
2 unchanged sentences
Tenant recovery revenue includes payments received from tenants as reimbursements for certain operating expenses, such as property taxes, insurance premiums, and water delivery costs.
−Removed: These expenses and their subsequent reimbursements are
−Removed: Table of Content
−Removed: recognized under property operating expenses as incurred and lease revenue as earned, respectively, and are recorded in the same periods.
+Added: These expenses and their subsequent reimbursements are recognized under property operating expenses as incurred and lease revenue as earned, respectively, and are recorded in the
+Added: same periods.
We generally do not record any lease revenue or property operating expenses associated with costs paid directly by our tenants for net-leased properties.
Other Operating Revenue
−Removed: Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties.
−Removed: During the years ended December 31, 2024 and 2023, we recognized approximately $ 453,000 and $ 79,000 , respectively, of non-cash revenue, in the form of groundwater credits, 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.
+Added: Other operating revenue primarily consists of non-lease and non-crop related revenue generated as a result of activities performed on certain of our properties.
+Added: During the years ended December 31, 2025, 2024, and 2023, we recognized approximately $ 49,000 , $ 453,000 , and $ 79,000 respectively, of non-cash revenue, in the form of groundwater credits, associated with the transfer and storing of surplus water on behalf of others (including a government municipality) using a groundwater recharge facility constructed on one of our farms.
The timing of revenue recognition generally occurs once water credits are recognized by the respective water district at the estimated fair value of the resulting water credits.
−Removed: See Note 3, “ Real Estate and Intangible Assets—Investments in Water Assets ,” for further discussion.
+Added: See Note 5, “ Investments in Water Assets ,” for further discussion.
Gain (loss) on Dispositions of Real Estate Assets
9 unchanged sentences
Further, in accordance with ASC 450, “Contingencies,” recovery of the loss is considered to be probable, we will recognize a receivable for the amount expected to be covered by insurance proceeds, not to exceed the related loss recognized, unless such amounts have been realized.
−Removed: We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under the Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”).
−Removed: Beginning with our tax year ended December 31, 2013, we elected to be taxed as a REIT for federal income tax purposes, and Land Advisers has been treated as a wholly-owned TRS that is subject to federal and state income taxes.
+Added: We have operated and intend to continue to operate in a manner that will allow us to qualify as a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”), and Land Advisers has been treated as a wholly-owned TRS that is subject to federal and state income taxes.
As a REIT, we generally are not subject to federal corporate income taxes on amounts that we distribute to our stockholders (except income from any foreclosure property), provided that, on an annual basis, we distribute at least 90% of our REIT taxable income (excluding net capital gains) to our stockholders and meet certain other conditions.
−Removed: To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our taxable income (including net capital gains), we will be subject to corporate income tax on our undistributed taxable income.
+Added: To the extent that we satisfy the annual distribution requirement but distribute less than 100% of our taxable income (including capital gains), we will be subject to corporate income tax on our undistributed taxable income.
If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four immediately-subsequent taxable years.
Even as a REIT, we may be subject to certain state and local income and property taxes and to federal income and excise taxes on undistributed taxable income.
−Removed: In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income and taxes on the income generated by a TRS (such as Land Advisers), if any.
−Removed: Should we have any taxable income or loss in the future, we will account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method.
−Removed: Under this method, deferred tax
−Removed: Table of Content
−Removed: assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis (including for operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled.
+Added: In general, however, as long as we qualify as a REIT, no provision for federal income taxes will be necessary, except for taxes on undistributed REIT taxable income, taxes from foreclosure property, and taxes on income generated by a TRS (such as Land Advisers), if any.
+Added: During the year ended December 31, 2025, we began directly operating two properties (consisting of four farms) that qualify as foreclosure properties under the Code and are therefore subject to corporate income taxes on any income generated.
+Added: Through December 31, 2025, one of these farms remained in its development stage and has not yet produced any income.
+Added: We account for any income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), using the asset and liability method.
+Added: Under this method, deferred tax assets and liabilities are recognized based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases (including for net operating loss, capital loss, and tax credit carryforwards) and are calculated using the enacted tax rates and laws expected to be in effect when such amounts are realized or settled;
+Added: as a REIT, a zero percent tax rate is expected for future realization.
In addition, we will establish valuation allowances for tax benefits when we believe it is more-likely-than-not (defined as a likelihood of more than 50%) that such assets will not be realized.
+Added: Through December 31, 2025, we have not paid any tax on our foreclosure properties those properties have been producing tax losses.
+Added: We did no t have any federal or state income tax expense (current or deferred) during the year ended December 31, 2024.
We perform an annual review for any uncertain tax positions and, if necessary, will record future tax consequences of uncertain tax positions in the financial statements.
An uncertain tax position is defined as a position taken or expected to be taken in a tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods.
−Removed: As of December 31, 2024 and 2023, we had no provisions for uncertain tax positions.
+Added: As of December 31, 2025 and 2024, we had no provisions for uncertain tax provisions.
The prior three tax years remain open for an audit by the Internal Revenue Service.
3 unchanged sentences
Segment Reporting
−Removed: In November 2023, the Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”) 2023-07, “Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures,” to improve reportable segments’ disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
−Removed: T he standard requires expanded disclosures regarding significant segments’ expense categories and a measure of profit or loss for each reportable segment.
−Removed: The standard requires additional disclosures around significant segment expenses and the identification, title, and position of the company’s chief operating decision maker (“CODM”).
−Removed: The pronouncement is effective for the fiscal year ended December 31, 2024, and interim periods thereafter.
−Removed: The Company adopted ASU 2023-07 as of December 31, 2024.
Our current business strategy includes one operating segment:
15 unchanged sentences
We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.
+Added: In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires public entities on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).
+Added: ASU 2023-09 is effective for fiscal years beginning after December 15, 2025.
+Added: We adopted ASU 2023-09 on January 1, 2025, and it has not had a material impact on our consolidated financial statements.
REAL ESTATE AND INTANGIBLE ASSETS
1 unchanged sentence
The following table provides certain summary information about the 144 farms we owned as of December 31, 2025 (dollars in thousands, except for footnotes):
−Removed: Table of Content
Acres Acre-feet of
3 unchanged sentences
63 34,845 32,321 55,532 $ 816,801 $ 356,838
−Removed: 25 18,720 13,891 — 166,471 76,917
+Added: Florida 18 10,412 8,635 — 112,960 45,824
Washington 6 2,520 2,004 — 51,162 14,489
2 unchanged sentences
6 898 736 — 29,180 10,421
−Removed: 6 898 736 — 28,991 10,873
+Added: Nebraska 7 5,223 4,949 — 19,743 9,466
Michigan 12 1,245 778 — 14,676 8,455
3 unchanged sentences
Georgia 2 230 175 — 2,247 1,553
−Removed: North Carolina 2 310 295 — 2,076 —
New Jersey 3 116 101 — 2,025 1,147
3 unchanged sentences
Specifically, includes Total real estate, net and Lease intangibles, net;
−Removed: plus Real estate and related assets held for sale, net;
−Removed: plus long-term water assets, net above-market lease values, net lease incentives, and net investments in special-purpose LLCs included in Other assets, net;
+Added: plus long-term water assets and related acquisition costs, net above-market lease values, net lease incentives, and net investments in special-purpose LLCs included in Other assets, net;
and less net below-market lease values and other deferred revenue included in Other liabilities, net;
6 unchanged sentences
(5) Includes 48,309 acre-feet of water stored with Semitropic Water Storage District, located in Kern County, California, and 7,223 surplus water credits in our account with Westlands Water District, located in Fresno County, California.
−Removed: See “ —Investments in Water Assets ” below for additional information.
−Removed: (6) Includes certain properties classified as held for sale;
−Removed: see “— Real Estate Held for Sale ” below for additional information.
+Added: See Note 5, “ Investments in Water Assets, ” for additional information.
(6) Includes two farms consisting of 1,368 total acres and 1,221 farm acres in which we own leasehold interests via two ground leases with the State of Arizona that expire in February 2032 and February 2035, respectively.
−Removed: As of December 31, 2024, these ground leases had an aggregate net cost basis of approximately $ 42,000 and are included in Lease intangibles, net on the accompanying Consolidated Balance Sheets.
+Added: As of December 31, 2025, the aggregate net cost basis of these ground leases was zero .
(7) Includes ownership in a special-purpose LLC that owns certain irrigation infrastructure that provides water to two of our farms.
As of December 31, 2025, this investment had a net carrying value of approximately $ 4.8 million and is included within Other assets, net on the accompanying Consolidated Balance Sheets.
−Removed: The following table sets forth the components of our investments in tangible real estate assets as of December 31, 2024 and 2023, excluding real estate held for sale (dollars in thousands):
+Added: The following table sets forth the components of our investments in tangible real estate assets (excluding real estate held for sale) as of December 31, 2025 and 2024, (dollars in thousands):
December 31, 2025 December 31, 2024
8 unchanged sentences
Real estate depreciation expense on these tangible assets was approximately $ 34.1 million, $ 34.0 million, and $ 36.1 million for the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: Table of Content
Intangible Assets and Liabilities
−Removed: The following table summarizes the carrying value of certain lease intangible assets and the related accumulated amortization as of December 31, 2024 and 2023, excluding lease intangible assets related to real estate held for sale (dollars in thousands):
+Added: The following table summarizes the carrying value of certain lease intangible assets (excluding those related to real estate held for sale) and the related accumulated amortization as of December 31, 2025 and 2024, (dollars in thousands):
December 31, 2025 December 31, 2024
27 unchanged sentences
Other deferred revenue is primarily attributable to tenant-funded improvements and is included as a part of Other liabilities, net on the accompanying Consolidated Balance Sheets, and the related accretion is recorded as an increase to Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.
−Removed: For the years ended December 31, 2024, 2023, and 2022, total amortization related to above-market lease values was approximately $ 77,000 , $ 77,000 , and $ 37,000 , respectively;
+Added: For the years ended December 31, 2025, 2024, and 2023, total amortization related to above-market lease values was approximately $ 77,000 in each year;
total accretion related to below-market lease values was approximately $ 135,000 , $ 511,000 , and $ 172,000 respectively;
−Removed: and total net (amortization) accretion related to lease incentives and other deferred revenue, net was approximately $( 2.5 ) million, $( 629,000 ), and $ 341,000 , respectively.
−Removed: The estimated aggregate amortization expense to be recorded related to in-place lease values, leasing costs, and tenant relationships and the estimated net impact on lease revenue from the amortization of above-market lease values and lease incentives or accretion of above-market lease values and other deferred revenues for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
−Removed: Table of Content
+Added: and total net amortization related to lease incentives and other deferred revenue, net was approximately $ 11.3 million, $ 2.5 million, and $ 0.6 million, respectively.
+Added: The estimated aggregate amortization expense to be recorded related to in-place lease values, leasing costs, and tenant relationships and the estimated net impact on lease revenue from the amortization of above-market lease values and lease incentives or accretion of below-market lease values and other deferred revenues for each of the five succeeding fiscal years and thereafter is as follows (dollars in thousands):
Period Estimated
7 unchanged sentences
2029 452 ( 44 )
+Added: 2030 487 ( 133 )
Thereafter 817 ( 312 )
$ 3,129 $ ( 12,100 )
+Added: Property Acquisitions
We did not acquire any new farms during either of the years ended December 31, 2025 or 2024.
1 unchanged sentence
2025 Property Sales
−Removed: In January 2024, we completed the sale of a 3,748 -acre farm in Florida for approximately $ 65.7 million.
+Added: In January 2025, we completed the sale of five farms in Florida totaling 5,630 gross acres for an aggregate sales price of $ 52.5 million.
Including closing costs, we recognized a net gain on the sale of approximately $ 14.1 million.
−Removed: In December 2024, we completed the sale of 11 farms (consisting of 647 gross acres of farmland) in Michigan for approximately $ 5.0 million.
−Removed: During the three months ended September 30, 2024, we recognized an impairment charge of approximately $ 2.1 million related to these farms and, upon completing the sale of these farms in December 2024, recognized an aggregate net loss (inclusive of closing costs) of approximately $ 432,000 .
+Added: 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.
+Added: Including closing costs, we recognized an aggregate net gain on these sales of approximately $ 1.6 million.
+Added: In August 2025, we completed the sale of two farms in Florida totaling 2,678 gross acres for an aggregate sales price of $ 21.5 million.
+Added: Including closing costs, we recognized an aggregate net gain on these sales of approximately $ 6.0 million.
+Added: In December 2025, we completed the following sale transactions:
+Added: • the sale of two farms in North Carolina totaling 310 gross acres for an aggregate sales price of approximately $ 1.0 million.
+Added: Including closing costs, we recognized an aggregate net loss on these sales of approximately $ 1.2 million.
+Added: • the sale of two farms in Colorado totaling 1,325 gross acres for an aggregate sales price of approximately $ 8.5 million.
+Added: Including closing costs, we recognized a net gain on the sale of approximately $ 0.8 million.
2024 Property Sales
−Removed: In June 2023, we completed the sale of a 138 -acre parcel of unfarmed land in Florida for $ 9.6 million.
+Added: In January 2024, we completed the sale of a 3,748 -acre farm in Florida for approximately $ 65.7 million.
Including closing costs, we recognized a net gain on the sale of approximately $ 10.4 million.
+Added: In December 2024, we completed the sale of 11 farms (consisting of 647 gross acres of farmland) in Michigan for approximately $ 5.0 million.
+Added: In the third quarter of 2024, we recognized an impairment charge of approximately $ 2.1 million related to these farms and, upon completing the sale of these farms in December 2024, recognized an aggregate net loss (inclusive of closing costs) of approximately $ 0.4 million.
Real Estate Held for Sale
+Added: No properties were classified as held for sale as of December 31, 2025.
As of December 31, 2024, we had three properties (consisting of seven farms) that were classified as held for sale.
−Removed: As of December 31, 2024, one property (consisting of five farms), located in Florida, had a net cost basis of approximately $ 36.3 million, and two properties (consisting of two farms), located in Nebraska, had an aggregate net cost basis of approximately $ 10.0 million.
−Removed: Each of these sales was completed subsequent to December 31, 2024;
−Removed: see Note 11, “ Subsequent Events—Portfolio Activity—Property Sales ,” for additional information on these sales.
−Removed: As of December 31, 2023, we had one property located in Florida that was classified as held for sale.
−Removed: As of December 31, 2023, this property had a net cost basis of approximately $ 53.6 million and was sold in January 2024, as noted above.
+Added: Each of these properties were sold during the three months ended March 31, 2025, as noted above.
Investments in Unconsolidated Entities
−Removed: In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership in a related limited liability company (the “Fresno LLC”), the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties.
−Removed: In addition, in connection with the acquisition of certain farmland located in Umatilla County, Oregon, we also acquired an ownership in a related limited liability company (the “Umatilla LLC”), the sole purpose of which is to own and maintain an irrigation system providing water to our and other neighboring properties.
+Added: In connection with the acquisition of certain farmland located in Fresno County, California, we also acquired an ownership of a related limited liability company (the “Fresno LLC”), the sole purpose of which is to own and maintain a pipeline conveying water to our and other neighboring properties.
+Added: In addition, in connection with the acquisition of certain farmland located in Umatilla County, Oregon, we also acquired partial ownership of a related limited liability company (the “Umatilla LLC”), the sole purpose of which is to own and maintain an irrigation system providing water to our and other neighboring properties.
As of December 31, 2025, our aggregate ownership interest in the Fresno LLC and the Umatilla LLC was 50.0 % and 20.5 %, respectively.
2 unchanged sentences
As of December 31, 2025 and 2024, our combined ownership interest in the Fresno LLC and Umatilla LLC had an aggregate carrying value of approximately $ 5.7 million and $ 5.7 million, respectively, and is included within Other assets, net on the accompanying Consolidated Balance Sheets.
−Removed: Table of Content
−Removed: Investments in Water Assets
−Removed: Semitropic Water Storage District Banked Water
−Removed: In connection with the acquisition of certain farmland located in Kern County, California, in 2021, we also acquired three contracts to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California.
−Removed: Subsequently in 2021, we executed all three contracts to purchase all 45,000 acre-feet of banked water for an aggregate additional cost of approximately $ 2.8 million.
−Removed: In addition, since the initial acquisition, additional contracts to purchase banked water held by SWSD were conveyed to us by one of our tenants as partial consideration for rent payments owed.
−Removed: The following table summarizes the total acre-feet of banked water obtained through exercising these contracts as of December 31, 2024 (dollars in thousands):
−Removed: Period Acquired Acre-feet of Banked Water Available to Purchase per Contract Acre-feet of Banked Water Purchased (1)
−Removed: Value Attributed to Contract (2)
−Removed: Cost to Exercise Contract Total Carrying Value of Banked Water Purchased
−Removed: Three months ended December 31, 2023 1,003 1,003 $ 401 $ 62 $ 463
−Removed: Three months ended March 31, 2024 2,306 2,306 923 141 1,064
−Removed: Total 3,309 3,309 $ 1,324 $ 203 $ 1,527
−Removed: (1) All contracts to purchase additional banked water were exercised in the same quarter in which the respective contract was conveyed to us.
−Removed: (2) Represents noncash income received during the respective periods.
−Removed: The straight-line impact of these receipts is included within Lease revenue, net on the accompanying Consolidated Statements of Operations and Comprehensive Income.
−Removed: All banked water acquired was recognized at cost, including the subsequent cost to execute the contracts and any administrative fees necessary to transfer the water to our banked water account.
−Removed: As of December 31, 2024, the 48,309 acre-feet of banked water held by SWSD was recognized as a long-term water asset and had an aggregate carrying value of approximately $ 35.5 million (included within Other assets, net on our Consolidated Balance Sheets).
−Removed: Westlands Water District Groundwater Credits
−Removed: In addition, from May 2023 through March 2024, we elected to participate in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California.
−Removed: Under the program, WWD paid for surplus surface water to be delivered to individual landowners’ properties with district-approved groundwater recharge facilities, also known as “water banks.” The landowner was allowed to keep 50 % of the net amount of groundwater credits generated under the program (after allowing for certain leave-behind and evaporative losses), and the remaining 50 % was used to recharge the aquifer and retained by WWD.
−Removed: Delivery of water under this program was subject to surplus water availability at WWD’s discretion.
−Removed: WWD terminated the program for the 2024 water year effective March 5, 2024.
−Removed: Through December 31, 2024, we have recognized 2,660 acre-feet of water credits, which represents 50 % of the total net water credits generated and confirmed by WWD under the program as of such date.
−Removed: As of December 31, 2024, these water credits were recognized as a long-term water asset and had an aggregate carrying value of approximately $ 753,000 (included within Other assets, net on our Consolidated Balance Sheets) .
−Removed: In addition, as a result of being granted these water credits in exchange for transferring and storing this surplus water on behalf of WWD, during the years ended December 31, 2024 and 2023, we recognized approximately $ 453,000 and $ 79,000 , respectively, of non-cash revenue, which represents the estimated fair value of the water credits obtained during the respective years.
−Removed: Other Groundwater Credits
−Removed: During 2023 and 2024, we also entered into various other agreements with certain third parties (including local water districts and private individuals) to either buy water directly, buy a portion of other water districts’ surface water allocations in future years in which allocations are granted, or to store surface water on others’ behalf in one of our groundwater recharge facilities in exchange for a portion of the net groundwater credits produced and recognized by the respective water district.
−Removed: Through December 31, 2024, we have obtained 4,419 acre-feet of water credits as a result of these agreements, which were recognized as a long-term water asset with an aggregate carrying value of approximately $ 653,000 (included within Other assets, net on our Consolidated Balance Sheets).
−Removed: Total Long-term Water Assets
−Removed: As of December 31, 2024 and 2023, we owned a total of 55,387 acre-feet and 46,400 acre-feet, respectively, of long-term water assets, and our investments in these long-term water assets had an aggregate carrying value of approximately $ 36.9 million and $ 34.6 million, respectively, and are included within Other assets, net on our Consolidated Balance Sheets.
−Removed: We have invested approximately $ 1.4 million to construct groundwater recharge facilities on two of our farms, which is included within Real estate, at cost on our Consolidated Balance Sheets.
−Removed: In addition, through December 31, 2024, we have
−Removed: Table of Content
−Removed: invested an additional $ 3.3 million in the aggregate in connection with certain agreements that are expected to result in additional groundwater credits in the future;
−Removed: however, the amount and timing of these credits, if any, is currently unknown and is dependent upon and subject to the recognition of such credits by the respective water districts, in their sole discretion.
−Removed: Such costs are held in a deferred asset account (also included within Other assets, net on our Consolidated Balance Sheets) until the related net water credits become estimable and are recognized by the respective water district, at which time the costs would be reclassed to investments in long-term water assets.
Future Minimum Lease Payments
13 unchanged sentences
As of December 31, 2025, our farms were leased to various different, unrelated third-party tenants, with certain tenants leasing more than one farm.
−Removed: No individual tenant represented greater than 10.0% of the total lease revenue recorded during the year ended December 31, 2024.
+Added: One unrelated tenant (“Tenant A”) leases nine of our farms under leases expiring in 2027.
+Added: During the year ended December 31, 2025, aggregate lease revenue attributable to Tenant A accounted for approximately $ 8.1 million ( 10.7 %) of the total lease revenue.
+Added: If Tenant A fails to make rental payments or elects to terminate their lease prior to its expiration (and we cannot re-lease the farms on satisfactory terms), there could be a material adverse effect on our financial performance.
+Added: No other individual tenant represented greater than 10.0% of the total lease revenue recorded during the year ended December 31, 2025.
Geographic Risk
1 unchanged sentence
We seek to continue to further diversify geographically, as may be desirable or feasible.
−Removed: If an unexpected natural disaster (such as an earthquake, wildfire, or flood, or hurricane) occurs or climate change impacts the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.
+Added: If an unexpected natural disaster (such as an earthquake, wildfire, flood, or hurricane) occurs or climate change impacts the regions where our properties are located, there could be a material adverse effect on our financial performance and ability to continue operations.
To date, none of our farms have been materially impacted by natural disasters, including the January 2025 wildfires that occurred in southern California.
6 unchanged sentences
As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of such structures to be approximately $ 855,000 .
−Removed: As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated
−Removed: Table of Content
−Removed: Statements of Operations and Comprehensive Income.
+Added: As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated Statements of Operations and Comprehensive Income.
Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.
−Removed: In addition, in February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas.
−Removed: Certain of our farms suffered minor damage as a result of the storms, but no farms were materially impacted.
Southeastern U.S.
In September and October 2024, Hurricanes Helene and Milton caused widespread destruction across many states in the Southeastern U.S., including areas where several of our farms are located.
−Removed: As a result of Hurricane Helene in September 2024, one of our farms in Georgia suffered damage to certain permanent plantings on the farm, and we estimated the carrying value of such plantings to be approximately $ 275,000 .
−Removed: As such, during the year ended December 31, 2024 , we wrote down the carrying value of these plantings and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated Statements of Operations and Comprehensive Income.
+Added: As a result of Hurricane Helene in September 2024, one of our farms in Georgia suffered damage to certain permanent plantings on the farm.
+Added: At the time, we estimated the carrying value of such plantings to be approximately $ 275,000 , and during the year ended December 31, 2024, we wrote down the carrying value of these plantings and also recorded a corresponding property and casualty loss.
+Added: During the year ended December 31, 2025, after further inspection of the property, it was determined that the damage was not as extensive as originally estimated, and we recorded an adjustment to our original estimate, which is included within Property and casualty recovery (loss), net on our Consolidated Statements of Operations and Comprehensive Income.
Certain of our other farms in the region suffered minor damage as a result of Hurricanes Helene and Milton, but no other farms were materially impacted.
−Removed: We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties and water assets that have an indication of impairment.
+Added: We evaluate our entire portfolio each quarter for any impairment indicators and perform an impairment analysis on those select properties that have an indication of impairment.
If this analysis indicates that the carrying value may not be recoverable, an impairment loss is recorded in earnings equal to the amount by which the carrying value exceeds the fair value of the asset.
−Removed: During the three months ended September 30, 2024, as a result of shortening our assumed holding periods for certain farms, we recognized an aggregate impairment charge of approximat ely $ 2.1 million on portions of four properties (encompassing a total of 11 farms) located in Allegan and Van Buren, Michigan, due to the estimated fair values being lower than the respective carrying values.
−Removed: Our estimates of fair value as of September 30, 2024, were determined based on expected sales prices per certain agreements entered into during October 2024.
−Removed: These farms were sold in December 2024 at an additional net loss of approximately $ 432,000 .
−Removed: We did not record any impairment charges during 2023.
+Added: During the year ended December 31, 2025, we recognized an aggregate impairment charge of approximately $ 3.9 million on one property (encompassing two farms) located in St.
+Added: Lucie County, Florida, and one farm located in Santa Barbara County, California, due to the estimated fair values being lower than the respective carrying values.
+Added: During the year ended December 31, 2024, we recognized an aggregate impairment charge of approximately $ 2.1 million on portions of four properties (encompassing a total of 11 farms) located in Allegan and Van Buren, Michigan, due to the estimated fair values being lower than the respective carrying values.
+Added: CROP INVENTORY AND CROP SALES
+Added: Crop Inventory
+Added: Through certain of our wholly-owned subsidiaries and under a management agreement with a third-party operator, we currently manage a 2,409 -acre property (encompassing two farms) located in Kern County, California, which includes 2,293 acres of bearing almond and pistachio orchards.
+Added: Through December 31, 2025, we accumulated approximately $ 9.6 million in growing costs related to the crops harvested in 2025, primarily related to irrigation, pest management, fertilization, harvest, and labor.
+Added: Such costs were initially capitalized and then charged to cost of sales as the related crops were harvested and sold (see “ —Crop Sales ” below).
+Added: In addition, as of December 31, 2025, we had incurred approximately $ 1.7 million in growing costs related to crops that will be harvested in 2026.
+Added: We had not incurred any deferred growing costs as of December 31, 2024.
+Added: Revenue from the sale of crops harvested and sold during the year ended December 31, 2025 and the cumulative growing costs incurred for such crops are shown in the following table (dollars in thousands):
+Added: Crop sales revenues (1)
+Added: Cost of sales (1)
+Added: (1) Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: We did no t record any revenue or expense related to growing or selling crops during either of the years ended December 31, 2024 or 2023.
+Added: INVESTMENTS IN WATER ASSETS
+Added: The following table sets forth the components of our investments in water assets as of December 31, 2025 and 2024, (dollars in thousands;
+Added: see the description that follows for certain defined terms and additional information on each component):
+Added: As of December 31, 2025 As of December 31, 2024
+Added: Acre-feet Cost Basis Acre-feet Cost Basis
+Added: SWSD banked water 48,309 $ 35,537 48,309 $ 35,537
+Added: WWD groundwater credits – 50/50 Program 2,660 746 2,660 753
+Added: WWD groundwater credits – Other agreements 4,563 884 4,418 653
+Added: Long-term water assets 55,532 37,167 55,387 36,943
+Added: Deferred water assets (1)
+Added: Investments in water assets (2)
+Added: 55,532 $ 41,549 55,387 $ 40,230
+Added: (1) The amount of water credits to be granted under these agreements is not yet known;
+Added: see “ —Deferred Water Assets ” below for additional information.
+Added: (2) As shown on the accompanying Consolidated Balance Sheets.
+Added: SWSD Banked Water
+Added: In connection with the acquisition of certain farmland located in Kern County, California, in 2021, we also acquired three contracts providing the right to purchase an aggregate of 45,000 acre-feet of banked water held by Semitropic Water Storage District (“SWSD”), a water storage district located in Kern County, California, at a fixed price.
+Added: At the time of acquisition, we allocated approximately $ 31.3 million of aggregate value to these contracts.
+Added: Subsequently in 2021, we exercised all three contracts and purchased the full 45,000 acre-feet of banked water for an additional aggregate cost of approximately $ 2.8 million.
+Added: In addition, since the initial acquisition, additional contracts to purchase banked water held by SWSD were conveyed to us by one of our tenants as partial consideration for rent payments owed.
+Added: The following table summarizes the total acre-feet of banked water obtained through the exercise of these contracts (dollars in thousands):
+Added: Period Acquired Acre-feet of Banked Water Available to Purchase per Contract Acre-feet of Banked Water Purchased (1)
+Added: Value Attributed to Contract (2)
+Added: Cost to Exercise Contract Total Carrying Value of Banked Water Purchased
+Added: Fourth quarter of 2023 1,003 1,003 $ 401 $ 62 $ 463
+Added: First quarter of 2024 2,306 2,306 923 141 1,064
+Added: Total 3,309 3,309 $ 1,324 $ 203 $ 1,527
+Added: (1) All contracts to purchase additional banked water were exercised in the same quarter in which the respective contract was conveyed to us.
+Added: (2) Represents non-cash income received during the respective periods.
+Added: The straight-line impact of these receipts is included within Lease revenue, net in the accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: All banked water acquired was recognized at cost as a long-term water asset, including the subsequent costs to exercise the contracts and any administrative fees necessary to transfer the water to our banked water account.
+Added: WWD Groundwater Credits
+Added: 50/50 Program
+Added: From May 2023 through March 2024, we participated in a groundwater recharge program established by Westlands Water District (“WWD”), a water district located in Fresno County, California (the “50/50 Program”).
+Added: Under the program, WWD funded the delivery of surplus surface water to properties owned by participating landowners with district-approved groundwater recharge facilities (also known as “water banks”).
+Added: Participating landowners were entitled to retain 50 % of the net groundwater credits generated from recharge activities under the program (after accounting for required leave-behind volumes and evaporative losses), with the remaining 50 % retained by WWD for aquifer recharge.
+Added: Deliveries of water under the program were subject to surplus water availability, as determined by WWD in its discretion.
+Added: WWD terminated the program for the 2024 water year effective March 5, 2024, and has not renewed it.
+Added: As a result of the 50/50 Program, we recognized 2,660 acre-feet of water credits as a long-term water asset, representing 50 % of the total net water credits generated and confirmed by WWD under the program.
+Added: In addition, in exchange for recharging and storing surplus water on behalf of WWD, we recognized approximately $ 0 , $ 453,000 , and $ 79,000 of non-cash revenue for the years ended December 31, 2025, 2024, and 2023, respectively, included within Other operating revenue in our Consolidated Statements of Operations and Comprehensive Income.
+Added: These amounts represent the estimated fair value of the water credits obtained during the respective periods.
+Added: Other Agreements
+Added: Since 2023, we have entered into various agreements with third parties, including local water districts and private parties, to (i) purchase water directly, (ii) acquire portions of other water districts’ surface water allocations in future years in which allocations are granted, or (iii) store surface water on behalf of others in our groundwater recharge facilities in exchange for a portion of the net groundwater credits generated and recognized by the applicable water district.
+Added: To date, water delivered under these agreements has been stored in our water bank located within the WWD service area, and the resulting water credits have been recognized as a long-term water asset at cost.
+Added: During the years ended December 31, 2025, 2024, and 2023, we recognized approximately $ 49,000 , $ 0 , and $ 0 , respectively, included within Other operating revenue on our Consolidated Statements of Operations and Comprehensive Income.
+Added: These amounts represent the estimated fair value of water credits received in exchange for storing water on behalf of third parties during the respective periods.
+Added: Deferred Water Assets
+Added: We have also invested in certain other programs and agreements that are expected to result in additional groundwater credits in the future;
+Added: however, the amount and timing of any such credits are currently unknown and are dependent upon, and subject to, recognition by the applicable water districts in their sole discretion.
+Added: The related costs are recorded in a deferred asset account (included within Investments in water assets on our Consolidated Balance Sheets) until the related net water credits become estimable and are recognized by the applicable water district, at which time such costs will be reclassified as long-term water assets (also within Investments in water assets on our Consolidated Balance Sheets).
Our borrowings as of December 31, 2025 and 2024 are summarized below (dollars in thousands):
13 unchanged sentences
(1) Where applicable, stated interest rates are before interest patronage (as described below).
−Removed: As of December 31, 2024, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 1.0 billion.
+Added: As of December 31, 2025, the above borrowings were collateralized by certain of our farms with an aggregate net book value of approximately $ 966.4 million.
The weighted-average stated interest rate charged on the above borrowings (excluding the impact of debt issuance costs and before any interest patronage, or refunded interest) was 3.80 % and 3.82 % for the years ended December 31, 2025 and 2024, respectively.
2 unchanged sentences
We generally borrow at a rate of 60 % of the value of the underlying agricultural real estate, and, except as noted herein, the amounts borrowed are not generally guaranteed by the Company.
−Removed: Our loan agreements generally contain various affirmative
−Removed: Table of Content
−Removed: and negative covenants, including with respect to liens, indebtedness, mergers, and asset sales, and customary events of default.
+Added: Our loan agreements generally contain various covenants, including with respect to liens, indebtedness, mergers, and asset sales, and customary events of default.
These agreements may also require that we satisfy certain financial covenants at the end of each calendar quarter or year.
2 unchanged sentences
MetLife Facility
−Removed: As amended, our credit facility with Metropolitan Life Insurance Company (“MetLife”) consists of $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”), and a $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the MetLife Lines of Credit and the 2020 MetLife Term Note, the “MetLife Facility”).
+Added: As amended, our credit facility with Metropolitan Life Insurance Company (“MetLife”) consists of an aggregate of $ 75.0 million of revolving equity lines of credit (the “MetLife Lines of Credit”), a $ 75.0 million long-term note payable (the “2020 MetLife Term Note”), and a $ 100.0 million long-term note payable (the “2022 MetLife Term Note,” and together with the MetLife Lines of Credit and the 2020 MetLife Term Note, the “MetLife Facility”).
The following table summarizes the pertinent terms of the MetLife Facility as of December 31, 2025 (dollars in thousands, except for footnotes):
17 unchanged sentences
Amounts owed to MetLife under the MetLife Facility are guaranteed by us and each subsidiary of ours that owns a property pledged as collateral pursuant to the loan documents.
+Added: During the year ended December 31, 2025, we entered into a new loan agreement with MetLife, as summarized below (dollars in thousands):
+Added: Issuance Amount Maturity
+Added: Date Principal
+Added: Amortization Stated
+Added: Rate Interest Rate Terms
+Added: 4/11/2025 $ 10,600 (1)
+Added: 2/15/2030 28.6 years 6.31 % Fixed through 2/14/2028;
+Added: variable thereafter
+Added: (1) The majority of proceeds from this loan were used to repay a $ 10.3 million maturing loan that bore interest at 3.85 %.
Farmer Mac Facility
Through certain subsidiaries of our Operating Partnership, we have entered into a bond purchase agreement (the “Bond Purchase Agreement”) with Federal Agricultural Mortgage Corporation (“Farmer Mac”) and Farmer Mac Mortgage Securities Corporation (the “Bond Purchaser”) for a secured note purchase facility (the “Farmer Mac Facility”).
−Removed: As amended, the Farmer Mac Facility currently provides for bond issuances through December 31, 2026, up to an aggregate amount of $ 225.0 million, and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.
+Added: As amended from time to time, the Farmer Mac Facility currently provides for bond issuances up to an aggregate amount of $ 225.0 million.
+Added: Pursuant to the Bond Purchase Agreement, as further amended on June 2, 2023, we may issue new bonds under the Farmer Mac Facility through December 31, 2026 , and the final maturity date for new bonds issued under the facility will be the date that is ten years from the applicable issuance date.
We did not issue any new bonds under the Farmer Mac Facility during either of the years ended December 31, 2025 or 2024.
5 unchanged sentences
We did not enter into any new loan agreements with Farm Credit during either of the years ended December 31, 2025 or 2024.
−Removed: Certain amounts owed under the Farm Credit Notes Payable, limited to 12 months of principal and interest due under certain of the loans, are guaranteed by us pursuant to the respective loan documents.
−Removed: Table of Content
+Added: Certain amounts owed under the Farm Credit Notes Payable, limited to 12 months of principal and interest due under certain of
+Added: the loans, are guaranteed by us pursuant to the respective loan documents.
Interest Patronage
−Removed: Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and is included within Other income on our Consolidated Statements of Operations and Comprehensive Income.
+Added: Interest patronage, or refunded interest, on our borrowings from Farm Credit is generally recorded upon receipt and included in Other income in our Consolidated Statements of Operations and Comprehensive Income.
Receipt of interest patronage typically occurs in the first half of the calendar year following the calendar year in which the respective interest expense is accrued.
−Removed: During the three months ended March 31, 2024, we recorded interest patronage of approximately $ 1.9 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2023, and during the three months ended September 30, 2023, we received approximately $ 111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage (which relates to interest accrued during 2023 but is typically paid during the first half of 2024) early.
−Removed: In total, 2023 interest patronage resulted in a 22.0 % reduction (approximately 101 basis points) to the interest rates on such borrowings.
+Added: The following table provides certain information about interest patronage related to interest accrued on the Farm Credit Notes Payable during the years ended December 31, 2024 and 2023 (dollars in thousands):
+Added: Amount Reduction in Interest Rates
+Added: Received (basis points) (1)
+Added: 2024 Interest Patronage (2)
+Added: 2023 Interest Patronage (3)
+Added: (1) Presented as a reduction in the stated interest rates on such borrowings, shown on a weighted-average basis.
+Added: (2) Relates to interest accrued on the Farm Credit Notes Payable during calendar year 2024.
+Added: Of this amount, approximately $ 0.1 million was recorded in the third quarter of 2024, and approximately $ 1.7 million was recorded in the first quarter of 2025.
+Added: (3) Relates to interest accrued on the Farm Credit Notes Payable during calendar year 2023.
+Added: Of this amount, approximately $ 0.1 million was recorded in the third quarter of 2023, and approximately $ 1.9 million was recorded in the first quarter of 2024.
+Added: Interest patronage is paid at Farm Credit’s discretio n, and we are therefore unable to estimate the amount of interest patronage to be received, if any, related to interest accrued during 2025 on the Farm Credit Notes Payable.
+Added: As of December 31, 2025 and 2024, the aggregate principal balance of the Farm Credit Notes Payable that were eligible for interest patronage was approximately $ 144.9 million and $ 173.5 million, respectively.
Debt Service – Aggregate Maturities
4 unchanged sentences
Thereafter 85,315
−Removed: (1) Subsequent to December 31, 2024, we repaid approximately $ 19.4 million of notes that were scheduled to mature in 2043 but were set to reprice in 2025.
During the year ended December 31, 2025, we repaid approximately $ 44.2 million of notes and bonds that were scheduled to either mature or reprice.
9 unchanged sentences
The fair value of our long-term notes and bonds payable is valued using Level 3 inputs under the hierarchy established by ASC 820-10 and is determined by a discounted cash flow analysis, using discount rates based on management’s estimates of market interest rates on long-term debt with comparable terms.
−Removed: Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of December 31, 2024, is deemed to approximate their aggregate carrying value of $ 3.6 million.
+Added: Further, due to the revolving nature and variable interest rates applicable to the MetLife Lines of Credit, their aggregate fair value as of December 31, 2025, is deemed to approximate their aggregate carrying value of $ 200,000 .
Interest Rate Swap Agreements
In order to hedge our exposure to variable interest rates, we have entered into various interest rate swap agreements in connection with certain of our mortgage financings.
−Removed: In accordance with these swap agreements, we will pay our counterparty a
−Removed: Table of Content
−Removed: fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates.
+Added: In accordance with these swap agreements, we will pay our counterparty a fixed interest rate on a quarterly basis and receive payments from our counterparty equal to the respective stipulated floating rates.
We have adopted the fair value measurement provision for these financial instruments, and the aggregate fair value of our interest rate swap agreements is recorded in Other assets, net or Other liabilities, net, as appropriate, on our accompanying Consolidated Balance Sheets.
25 unchanged sentences
MANDATORILY-REDEEMABLE PREFERRED STOCK
−Removed: Series D Term Preferred Stock
In January 2021, we completed a public offering of 5.00 % Series D Cumulative Term Preferred Stock, par value $ 0.001 per share (the “Series D Term Preferred Stock”), at a public offering price of $ 25.00 per share.
−Removed: As a result of this offering (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $ 58.3 million.
−Removed: The Series D Term Preferred Stock is traded under the ticker symbol “LANDM” on Nasdaq.
−Removed: The shares of the Series D Term Preferred Stock have a mandatory redemption date of January 31, 2026, and are not convertible into our common stock or any other securities.
−Removed: Generally, we were not permitted to redeem shares of the Series D Term Preferred Stock prior to January 31, 2023, except in limited circumstances to preserve our qualification as a REIT.
−Removed: Table of Content
−Removed: after January 31, 2023, we may redeem the shares at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.
−Removed: We incurred approximately $ 2.1 million in total offering costs related to this issuance, which have been recorded net of the Series D Term Preferred Stock as presented on the accompanying Consolidated Balance Sheets and are being amortized over the mandatory redemption period as a component of interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
−Removed: The Series D Term Preferred Stock is recorded as a liability on our accompanying Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities.
−Removed: In addition, the related dividend payments are treated similarly to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
−Removed: As of December 31, 2024, the fair value of our Series D Term Preferred Stock was approximately $ 59.5 million, as compared to the carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million.
−Removed: The fair value of our Series D Term Preferred Stock uses Level 1 inputs under the hierarchy established by ASC 820-10 and is calculated based on the closing per-share price on December 31, 2024, of $ 24.64 .
−Removed: For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the year ended December 31, 2024, see Note 8, “ Equity—Distributions .”
+Added: As a result of this offering
+Added: (including the underwriters’ exercise of their option to purchase additional shares to cover over-allotments), we issued a total of 2,415,000 shares of the Series D Term Preferred Stock for gross proceeds of approximately $ 60.4 million and net proceeds, after deducting underwriting discounts and offering expenses borne by us, of approximately $ 58.3 million.
+Added: Through January 29, 2026, the Series D Term Preferred Stock was traded under the ticker symbol “LANDM” on Nasdaq.
+Added: The shares of the Series D Term Preferred Stock had a mandatory redemption date of January 31, 2026, and were not convertible into our common stock or any other securities.
+Added: Since January 31, 2023, we were permitted to redeem the shares at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends up to, but excluding, the date of redemption.
+Added: We incurred approximately $ 2.1 million in total offering costs related to this issuance, which were recorded net of the Series D Term Preferred Stock as presented on the accompanying Consolidated Balance Sheets and were amortized over the mandatory redemption period as a component of interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: The Series D Term Preferred Stock was recorded as a liability on our accompanying Consolidated Balance Sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity,” which states that mandatorily-redeemable financial instruments should be classified as liabilities.
+Added: In addition, the related dividend payments were treated similarly to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: For information on the dividends declared by our Board of Directors and paid by us on the Series D Term Preferred Stock during the years ended December 31, 2025, 2024, and 2023, see Note 10, “ Equity—Distributions .”
+Added: Due to the short-term maturity of our Series D Term Preferred Stock, its carrying value (exclusive of unamortized offering costs) of approximately $ 60.4 million was deemed to approximate its fair value as of December 31, 2025.
+Added: Subsequent to December 31, 2025, we redeemed all of our outstanding shares of Series D Term Preferred Stock (see Note 13, “ Subsequent Events ,” for more information).
RELATED-PARTY TRANSACTIONS
3 unchanged sentences
Gladstone also serves as a director and executive officer of each of our Adviser and Administrator.
−Removed: In addition, Michael LiCalsi, our general counsel and secretary (who also serves as our Administrator’s president, general counsel, and secretary) is executive vice president of administration of our Adviser.
+Added: In addition, 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).
+Added: Erich Hellmold, our co-general counsel and co-secretary, also serves in the same roles for our Adviser and Administrator.
We have entered into an investment advisory agreement with our Adviser (the “Advisory Agreement”) and an administration agreement with our Administrator (the “Administration Agreement”).
Both the Advisory Agreement and the Administration Agreement were approved unanimously by our Board of Directors, including our independent directors.
−Removed: Our Board of Directors reviews and considers renewing the agreement with our Adviser each July.
+Added: Our Board of Directors reviews and considers renewing the agreements with our Adviser and Administrator each July.
During its July 2025 meeting, our Board of Directors reviewed and renewed each of the Advisory Agreement and the Administration Agreement for an additional year, through August 31, 2026.
8 unchanged sentences
Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeded a hurdle rate of 1.75 % ( 7.0 % annualized) of the prior calendar quarter’s Total Adjusted Common Equity.
−Removed: For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP
−Removed: Table of Content
+Added: For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends declared on preferred stock securities that were not treated as a liability for GAAP purposes.
In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in the Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.
12 unchanged sentences
Administration Agreement
−Removed: 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.
+Added: 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, co-general counsels and co-secretaries, and their respective staffs.
As approved by our Board of Directors, 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.
4 unchanged sentences
Gladstone, who 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, including as its chief legal officer, secretary, a member of its board of managers, and a managing principal.
+Added: In addition, Mr.
+Added: LiCalsi serves in several capacities for Gladstone Securities, including as its chief legal officer, co-secretary, a member of its board of managers, and a managing principal.
+Added: Erich Hellmold, our co-general counsel and co-secretary, also serves as Gladstone Securities’ co-secretary.
Financing Arrangement Agreement
2 unchanged sentences
The amount of the financing fee may be reduced or eliminated as determined by us and Gladstone Securities after taking into consideration various factors, including, but not limited to, the involvement of any unrelated third-party brokers and general market conditions.
−Removed: During the years ended December 31, 2024, 2023, and 2022, we paid financing fees to Gladstone Securities of $ 0 , $ 0 , and approximately $ 154,000 , respectively.
+Added: During the year ended December 31, 2025 we paid financing fees to Gladstone Securities of $ 15,000 .
+Added: We did not pay any financing fees to Gladstone Securities during either of the years ended December 31, 2024 or 2023 .
Through December 31, 2025, the total amount of financing fees paid to Gladstone Securities represented approximately 0.14 % of the total financings secured since the Financing Arrangement Agreement has been in place.
−Removed: Dealer-Manager Agreements
−Removed: Table of Content
−Removed: We have entered into dealer-manager agreements with Gladstone Securities (collectively, the “Dealer-Manager Agreements”), pursuant to which Gladstone Securities served or serves as our exclusive dealer-manager in connection with the offering of our 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”) and our 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”).
−Removed: Pursuant to the Dealer-Manager Agreements, Gladstone Securities provided or provides certain sales, promotional, and marketing services to us in connection with the offering of the Series C Preferred Stock and Series E Preferred Stock, and we generally paid or pay Gladstone Securities for the following:
−Removed: • With regard to the Series C Preferred Stock:
−Removed: ◦ selling commissions of up to 6.0 % of the gross proceeds from sales in the offering (the “Series C Selling Commissions”), and
−Removed: ◦ a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series C Dealer-Manager Fee”).
−Removed: • With regard to the Series E Preferred Stock:
−Removed: ◦ selling commissions of up to 7.0 % of the gross proceeds from sales in the offering (the “Series E Selling Commissions,” and together with the Series C Selling Commissions, the “Selling Commissions”), and
−Removed: ◦ a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Series E Dealer-Manager Fee,” and together with the Series C Dealer-Manager Fee, the “Dealer-Manager Fees”).
−Removed: No Selling Commissions or Dealer-Manager Fees were paid with respect to shares of the Series C Preferred Stock sold pursuant to the DRIP for the Series C Preferred Stock.
−Removed: Gladstone Securities may, in its sole discretion, remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offerings.
−Removed: The terms of each of the Dealer-Manager Agreements were approved by our Board of Directors, including all of our independent directors.
+Added: Dealer-Manager Agreement
+Added: We have entered into a dealer-manager agreement with Gladstone Securities (the “Dealer-Manager Agreement”), pursuant to which Gladstone Securities served as our exclusive dealer-manager in connection with the offering of our 5.00 % Series E Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series E Preferred Stock”).
+Added: Pursuant to the Dealer-Manager Agreement, Gladstone Securities provided certain sales, promotional, and marketing services to us in connection with the offering of the Series E Preferred Stock, and we generally paid Gladstone Securities for the following:
+Added: selling commissions of up to 7.0 % of the gross proceeds from sales in the offering (the “Selling Commissions,”), and
+Added: a dealer-manager fee of 3.0 % of the gross proceeds from sales in the offering (the “Dealer-Manager Fees,”).
+Added: Gladstone Securities, in its sole discretion, was permitted to remit all or a portion of the Selling Commissions and also reallow all or a portion of the Dealer-Manager Fees to participating broker-dealers and wholesalers in support of the offering.
+Added: The terms of the Dealer-Manager Agreements were approved by our Board of Directors, including all of our independent directors.
The following tables summarizes the total Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
1 unchanged sentence
2025 2024 2023
−Removed: Series C Preferred Stock $ — $ — $ 13,471
Series E Preferred Stock $ 1 $ 41 $ 583
Total Selling Commissions and Dealer-Manager Fees $ 1 $ 41 $ 583
−Removed: Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities are netted against the gross proceeds received from sales of the respective securities and are included within Additional paid-in capital on the accompanying Consolidated Balance Sheets.
+Added: Selling Commissions and Dealer-Manager Fees paid to Gladstone Securities were netted against the gross proceeds received from sales of the securities and are included within Additional paid-in capital on the accompanying Consolidated Balance Sheets.
Related Party Fees
7 unchanged sentences
Incentive fee waiver (2)
+Added: ( 2,723 ) ( 109 ) —
Total fees to our Adviser $ 8,007 $ 8,370 $ 10,374
8 unchanged sentences
(3) Included within Additional paid-in capital on the accompanying Consolidated Balance Sheets.
−Removed: Table of Content
(4) Included within Notes and bonds payable, net on the Consolidated Balance Sheets and amortized into Interest expense on the Consolidated Statements of Operations and Comprehensive Income.
3 unchanged sentences
Base management fee $ 1,967 $ 2,067
−Removed: Incentive fee — 982
Other, net (1)
16 unchanged sentences
Amount Expended
−Removed: or Accrued as of
−Removed: December 31, 2024
−Removed: Monterey, CA 329 $ 1,100 (2)
−Removed: Lucie, FL 549 230 Q3 2025 185
−Removed: Ventura, CA 402 1,000 (2)
+Added: or Accrued as of December 31, 2025
+Added: Hartley, TX 2,219 $ 1,300 (2)
+Added: Q4 2030 $ 1,190
Franklin & Grant, WA, & Umatilla, OR 1,126 4,447 (2)
1 unchanged sentence
Wicomico & Caroline, MD, and Sussex, DE 833 155 Q3 2034 47
−Removed: Charlotte, FL 975 800 (2)
(1) Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.
2 unchanged sentences
In connection with certain farms acquired through leasehold interests, we assumed certain ground lease arrangements under which we are the lessee.
−Removed: These operating ground leases have lease expiration dates ranging from February 2025 through December 2041, and none of these leases contain any extension, renewal, or termination options.
+Added: These operating ground leases have lease expiration dates ranging from June 2028 through December 2041, and none of these leases contain any extension, renewal, or termination options.
At lease commencement, the net present value of the minimum lease payments was determined by discounting the respective future minimum lease payments using a discount rate equivalent to our fully-collateralized borrowing rate ranging from 6.37 % to 8.72 %.
−Removed: Table of Content
As of December 31, 2025 and 2024 , we recorded the following as a result of these operating ground leases (dollars in thousands, except for footnotes):
16 unchanged sentences
As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Consolidated Statement of Operations and Comprehensive Income) of approximately $ 105,000 , $ 105,000 , and $ 103,000 during the years ended December 31, 2025, 2024, and 2023, respectively.
−Removed: In the ordinary course of business incidental to our business, we may be involved in various legal proceedings from time to time which we may not consider material.
−Removed: We are not currently subject to any known material litigation known or, to our knowledge, threatened litigation.
−Removed: Amendment to Articles of Incorporation and Operating Partnership Agreement
−Removed: On November 9, 2022, we amended our articles of incorporation (i) reclassifying and designating 15,551,347 authorized but unissued shares of our Series C Preferred Stock and 1,185,000 authorized but unissued shares of our Series D Term Preferred Stock as shares of common stock, (ii) setting forth the rights, preferences, and terms of the Series E Preferred Stock, and (iii) reclassifying and designating 16,000,000 shares of our authorized and unissued shares of common stock as shares of Series E Term Preferred Stock.
−Removed: In connection with the authorization of the Series E Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00 % Series E Cumulative Redeemable Preferred Units (the “Series E Preferred OP Units”) as are issued shares of the Series E Preferred Stock by the Company.
−Removed: Generally, the Series E Preferred OP Units have preferences, distribution rights, and other provisions substantially equivalent to those of the Series E Preferred Stock.
+Added: In the ordinary course of business, we may be involved in legal proceedings from time to time.
+Added: We are not currently subject to any material known or threatened litigation.
Registration Statement
1 unchanged sentence
333-270901), with the SEC (the “2023 Registration Statement”) to replace our prior universal registration statement.
−Removed: The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, permits us to issue up to an aggregate of $ 1.5 billion in securities
−Removed: Table of Content
−Removed: consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities.
+Added: The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, and expires on April 12, 2026, permits us to issue up to an aggregate of $ 1.5 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities.
Through December 31, 2025, we have issued a total of 176,595 shares of Series E Preferred Stock for gross proceeds of approximately $ 4.4 million and 2,300,936 shares of common stock for gross proceeds of approximately $ 23.9 million under the 2023 Registration Statement.
2 unchanged sentences
Series C Preferred Stock
−Removed: On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of our Series C Preferred Stock (the “Series C Offering”).
−Removed: Under the Series C Offering, as amended, we were permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares of our Series C Preferred Stock pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $ 22.75 per share.
−Removed: The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold resulting in total gross proceeds, exclusive of redemptions, of approximately $ 252.6 million and net proceeds, after deducting commissions, dealer-manager fees, and offering expenses payable by us, of approximately $ 230.5 million.
−Removed: The Series C Preferred Stock DRIP was terminated effective March 22, 2023.
−Removed: See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series C Offering.
+Added: On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of our 6.00 % Series C Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series C Preferred Stock”), which permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $ 22.75 per share.
+Added: The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold, and the DRIP was terminated effective March 22, 2023.
+Added: During the year ended December 31, 2023, we issued 14,069 shares of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares of the Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 1.2 million.
We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.
−Removed: During the year ended December 31, 2022, we sold 6,701,987 shares of the Series C Preferred Stock at a weighted average offering price per share of $ 24.76 , resulting in gross proceeds of approximately $ 165.9 million and net proceeds, after deducting commissions and dealer-manager fees, of approximately $ 152.5 million.
−Removed: Additionally, during the years ended December 31, 2023 and 2022, we issued 14,069 shares and 34,628 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares and 38,595 shares, respectively, of the Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $ 1.2 million and $ 901,000 , respectively.
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our Series E Preferred Stock, on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $ 25.00 per share.
−Removed: See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.
+Added: See Note 8, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series E Offering.
The following table provides information on sales of our Series E Preferred Stock during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands, except per-share amounts):
+Added: 2025 2024 2023
Number of shares sold 400 16,595 237,441
4 unchanged sentences
(1) Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
−Removed: Refer to Note 11, “Subsequent Events—Equity Activity—Series E Preferred Stock,” for sales of the Series E Preferred Stock completed subsequent to December 31, 2024.
−Removed: In addition, during the year ended December 31, 2023, 1,600 shares of Series E Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $ 36,000 .
−Removed: No shares of the Series E Preferred Stock were tendered for optional redemption during the year ended December 31, 2024.
−Removed: The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by its Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offering in the Series E Offering are sold.
−Removed: There is currently no public market for shares of Series E Preferred Stock.
−Removed: We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date;
−Removed: however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
−Removed: Table of Content
+Added: Additionally, the following table provides information on shares of Series E Preferred Stock tendered for optional redemption and satisfied with cash payment during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
+Added: 2025 2024 2023
+Added: Number of shares redeemed 4,350 — 1,600
+Added: Settlement payment $ 102 $ — $ 36
+Added: The Series E Offering expired on December 31, 2025.
+Added: Exclusive of redemptions, the Series E Offering resulted in total gross proceeds of approximately $ 6.3 million and net proceeds, after deducting Selling Commissions, Dealer-Manager Fees, and offering expenses payable by us, of approximately $ 5.7 million.
+Added: In conjunction with the termination of the Series E Offering, during the year ended December 31, 2025, we expensed approximately $ 547,000 of unamortized deferred offering costs.
+Added: These costs were recorded to Write-off of costs associated with offering of Series E cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2025.
At-the-Market Program
2 unchanged sentences
The following table provides information on shares of common stock sold under the ATM Program during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands, except per-share amounts):
−Removed: Years Ended December 31,
2025 2024 2023
7 unchanged sentences
On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $ 20.0 million of our 6.00 % Series B Cumulative Redeemable Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”) and up to $ 35.0 million of our Series C Preferred Stock (collectively, the “2024 Repurchase Program”).
−Removed: The Board’s authorization of the Repurchase Program may be suspended or discontinued at any time, does not obligate us to acquire any particular amount of securities, and expires on May 17, 2025.
+Added: The Board of Directors’ authorization of the 2024 Repurchase Program expired on May 17, 2025.
+Added: On July 11, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $ 20.0 million of our Series B Preferred Stock and up to $ 35.0 million of our Series C Preferred Stock (collectively, the “2025 Repurchase Program”).
+Added: The Board of Directors’ authorization of the 2025 Repurchase Program may be suspended at any time, does not obligate us to acquire any particular amount of securities, and expires on July 10, 2026.
Under the 2025 Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S.
exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws.
−Removed: Any repurchases will be made during applicable trading window periods or pursuant to applicable Rule 10b5-1 trading plans.
+Added: Any repurchases will be made during applicable trading window periods or pursuant to Rule 10b5-1 trading plans.
+Added: No shares of Series B Preferred Stock or Series C Preferred Stock were repurchased either under either the 2024 Repurchase Program or the 2025 Repurchase Program during the year ended December 31, 2025.
The following table summarizes repurchase activity under the 2024 Repurchase Program during the year ended December 31, 2024 (dollars in thousands, except per-share amounts):
11 unchanged sentences
(1) Inclusive of broker commissions.
−Removed: (2) The gain on the repurchase of cumulative redeemable preferred stock is included within Gain (loss) on extinguishment of cumulative redeemable preferred stock, net on our accompanying Consolidated Statements of Operations and Comprehensive Income.
+Added: (2) The gain on the repurchase of cumulative redeemable preferred stock is included within (Loss) gain on extinguishment of cumulative redeemable preferred stock, net on our accompanying Consolidated Statements of Operations and Comprehensive Income.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership.
−Removed: As of each of December 31, 2024, 2023, and 2022, we owned 100.0 %, of the outstanding OP Units, and there were no OP Units held by non-controlling OP Unitholders.
−Removed: On or after 12 months after becoming a holder of OP Units, each non-controlling OP Unitholder has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one -for-one basis.
−Removed: The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption.
−Removed: A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
−Removed: Table of Content
−Removed: Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock.
−Removed: When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced and stockholders’ equity is increased.
−Removed: During the year ended December 31, 2022, we redeemed 204,778 OP Units that were previously issued to noncontrolling OP Unitholders with a cash payment of approximately $ 7.7 million or $ 37.45 per OP Unit.
−Removed: The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
+Added: As of each of December 31, 2025, 2024, and 2023, we owned 100.0 %, of the outstanding OP Units.
Distributions
8 unchanged sentences
Common Stock 0.560400 0.559500 0.553500
−Removed: 0.559500 0.553500 0.546300
(1) Dividends are treated similar to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
−Removed: (2) The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.
For federal income tax characterization purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital, or a combination thereof.
−Removed: The characterization of distributions on our preferred and common stock during each of the years ended December 31, 2024, 2023, and 2022 is reflected in the following table:
+Added: The characterization of distributions on our preferred and common stock for each of the years ended December 31, 2025, 2024, and 2023 is reflected in the following table:
Income Long-term
16 unchanged sentences
Series D Term Preferred Stock 30.782342 % 22.611772 % 46.605886 %
+Added: Series E Preferred Stock 30.782342 % 22.611772 % 46.605886 %
Common Stock — % — % 100.000000 %
1 unchanged sentence
The following table sets forth the components of our lease revenue for the years ended December 31, 2025, 2024, and 2023 (dollars in thousands, except for footnotes):
−Removed: Table of Content
For the Years Ended December 31,
12 unchanged sentences
and late fees of approximately $ 7,000 , $ 20,000 , and $ 46,000 , respectively.
+Added: In addition, during the year ended December 31, 2025, we recorded aggregate lease-related termination fees of approximately $ 4.4 million.
(3) Reflected as a line item on our accompanying Consolidated Statements of Operations and Comprehensive Income.
1 unchanged sentence
The following table sets forth the computation of basic and diluted earnings per common share for the years ended December 31, 2025, 2024, and 2023, computed using the weighted-average number of common shares outstanding during the respective periods.
−Removed: Earnings figures are presented net of non-controlling interests in the earnings per share calculations.
−Removed: The non-controlling limited partners’ outstanding OP Units (which may be redeemed for shares of common stock) have been excluded from the diluted per-share calculation, as there would be no effect on the amounts since the non-controlling OP Unitholders’ share of earnings would also be added back to net income or loss.
(Dollars in thousands, except per-share amounts):
4 unchanged sentences
Loss per common share – basic and diluted $ ( 0.29 ) $ ( 0.29 ) $ ( 0.28 )
−Removed: The weighted-average number of OP Units held by non-controlling OP Unitholders was 0 , 0 , and 61,714 for the years ended December 31, 2024, 2023, and 2022, respectively.
SUBSEQUENT EVENTS
−Removed: Portfolio Activity—Property Sales
−Removed: 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.
−Removed: Including closing costs, we recognized a net gain on the sale of approximately $ 14.2 million.
−Removed: 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.
−Removed: Including closing costs, we recognized an aggregate net gain on these sales of approximately $ 1.6 million.
Financing Activity
−Removed: Debt Activity—Loan Repayments
−Removed: Subsequent to December 31, 2024, we repaid approximately $ 19.4 million of loans.
−Removed: On a weighted-average basis, these borrowings bore interest at a fixed, stated rate of 5.38 % and an effective interest rate (after interest patronage, where applicable) of 4.62 %.
+Added: Redemption of Series D Term Preferred Stock
+Added: On January 30, 2026, we redeemed all outstanding shares of our Series D Term Preferred Stock at a cash redemption price of $ 25.100695 per share, representing the payment of the liquidation preference, plus an amount equal to accrued and unpaid dividends to, but excluding, January 30, 2026, in the amount of $ 0.100695 per share.
+Added: In total, we paid approximately $ 60.6 million for the redemption of the Series D Term Preferred Stock.
+Added: Our Series D Term Preferred Stock was delisted from Nasdaq on the date we redeemed all outstanding shares.
+Added: Equity Activity—Equity Issuances
+Added: The following table provides information on equity sales that occurred subsequent to December 31, 2025 (dollars in thousands, except per-share amounts):
+Added: Type of Issuance Number of
+Added: Shares Sold Weighted Average Offering Price
+Added: Per Share Gross Proceeds Net Proceeds (1)
+Added: Common Stock – ATM Program $ 3,423,488 $ 9.72 $ 33,292 $ 32,959
+Added: (1) Net of underwriting discounts and commissions.
Distributions
On January 13, 2026, our Board of Directors declared the following monthly cash distributions to holders of our preferred and common stock:
−Removed: Table of Content
Issuance Record Date Payment Date Distribution per Share
9 unchanged sentences
Total Series C Preferred Stock Distributions:
−Removed: Series D Term Preferred Stock:
−Removed: January 24, 2025 January 31, 2025 $ 0.104167
−Removed: February 19, 2025 February 28, 2025 0.104167
−Removed: March 19, 2025 March 31, 2025 0.104167
−Removed: Total Series D Term Preferred Stock Distributions:
Series E Preferred Stock:
8 unchanged sentences
Total Common Stock Distributions:
−Removed: (1) The same amounts paid to common stockholders will be paid as distributions on each OP Unit held by non-controlling OP Unitholders, if any, as of the above record dates.
−Removed: Table of Content
GLADSTONE LAND CORPORATION
47 unchanged sentences
3/10/2015 — 2,403 1,871 — — 369 — 2,403 2,240 — 4,643 ( 1,738 )
−Removed: Hendry County, Florida:
−Removed: Land, Buildings & Improvements
−Removed: 6/25/2015 10,356 14,411 789 — — — — 14,411 789 — 15,200 ( 695 )
−Removed: Rock County, Nebraska:
−Removed: Land, Buildings & Improvements
−Removed: 8/20/2015 — 4,862 613 — — 32 — 4,862 645 — 5,507 ( 534 )
−Removed: Holt County, Nebraska:
−Removed: Land, Buildings & Improvements
−Removed: 8/20/2015 — 4,690 786 — — 76 — 4,690 862 — 5,552 ( 565 )
Kern County, California:
33 unchanged sentences
7/17/2017 — 5,048 777 7,818 3,249 2,522 ( 1,124 ) 8,297 3,299 6,694 18,290 ( 3,038 )
−Removed: Table of Content
Santa Barbara County, California:
15 unchanged sentences
1/31/2018 1,803 2,733 249 — ( 4 ) 1,529 — 2,729 1,778 — 4,507 ( 632 )
−Removed: Collier & Hendry, Florida Land & Improvements 7/12/2018 19,376 36,223 344 — 1 — — 36,224 344 — 36,568 ( 310 )
Kings County, California:
39 unchanged sentences
10/7/2019 4,956 9,275 431 — 20 1 — 9,295 432 — 9,727 ( 407 )
−Removed: Phillips County, Colorado:
−Removed: Land & Improvements
−Removed: 1/15/2020 4,249 6,875 660 — — 7 — 6,875 667 — 7,542 ( 330 )
Kern County, California:
27 unchanged sentences
Kern County, California Land & Improvements & Horticulture 6/4/2021 8,367 21,810 2,514 25,984 65 1,534 — 21,875 4,048 25,984 51,907 ( 12,019 )
−Removed: Table of Content
Van Buren County, Michigan:
21 unchanged sentences
$ 1,297,013 $ 1,372,260
−Removed: (1) Includes approximately $ 47.6 million and $ 54.1 million of real estate held for sale, at cost, as of December 31, 2024 and 2023, respectively.
+Added: (1) Includes $ 0 and approximately $ 47.6 million of real estate held for sale, at cost, as of December 31, 2025 and 2024, respectively.
The following table reconciles the change in the balance of accumulated depreciation during the years ended December 31, 2025 and 2024, respectively (dollars in thousands):
5 unchanged sentences
$ 198,261 $ 169,190
−Removed: (1) Includes approximately $ 1.4 million and $ 445,000 of accumulated depreciation related to real estate held for sale as of December 31, 2024 and 2023, respectively.
−Removed: Table of Content
+Added: (1) Includes $ 0 and approximately $ 1.4 million of accumulated depreciation related to real estate held for sale as of December 31, 2025 and 2024, respectively.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
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.