Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All statements contained herein, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may relate to, among other things, future events or our future performance or financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “believe,” “will,” “provide,” “anticipate,” “future,” “could,” “growth,” “plan,” “intend,” “expect,” “should,” “would,” “if,” “seek,” “possible,” “potential,” “likely,” “appear,” or the negative of such terms or comparable terminology. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our business, financial condition, liquidity, results of operations, funds from operations or prospects to be materially different from any future business, financial condition, liquidity, results of operations, funds from operations or prospects expressed or implied by such forward-looking statements. For further information about these and other factors that could affect our future results, please see the captions titled “Forward-Looking Statements” and “Risk Factors” in this report, our Annual Report on Form 10-K for the year ended December 31, 2025, as amended (the “Form 10-K”), and other filings we make with the SEC. We caution readers not to place undue reliance on any such forward-looking statements, which are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Quarterly Report on Form 10-Q (this “Quarterly Report”), except as required by law.
This Quarterly Report includes statistical and other industry and market data that we obtained from industry publications and research, surveys, and studies conducted by third parties. Industry publications and third-party research, surveys, and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. We have not independently verified the information contained in such sources.
All references to “we,” “our,” “us” and the “Company” in this Quarterly Report mean Gladstone Land Corporation and its consolidated subsidiaries, except where it is made clear that the term refers only to Gladstone Land Corporation.
OVERVIEW
General
We are an externally-managed, agricultural real estate investment trust (“REIT”) that is primarily engaged in 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. 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”). We currently own 144 farms totaling 98,688 acres across 14 states in the U.S. and 55,649 acre-feet of water assets in California. In addition, two of our properties (consisting of four farms) are currently being directly operated.
We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns all of the units of limited partnership interest in the Operating Partnership (“OP Units”). In addition, we have elected for Gladstone Land Advisers, Inc. (“Land Advisers”), an indirect wholly-owned subsidiary of ours, to be treated as a TRS.
Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and directly pay their salaries, benefits, and general expenses.
Portfolio Diversificatio n
Our farmland portfolio currently consists of 144 farms leased t o 81 differ ent, unrelated third-party tenants who grow over 60 different types of crops on our farms. O ur investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).
The following table summarizes the different geographic locations (by state) of our farms owned as of and during the three months ended March 31, 2026 and 2025 (dollars in thousands):
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As of and For the Three Months Ended March 31, 2026 As of and For the Three Months Ended March 31, 2025
State No. of
Farms Total
Acres % of
Total
Acres Lease
Revenue % of Total
Lease
Revenue No. of
Farms Total
Acres % of
Total
Acres Lease
Revenue % of Total
Lease
Revenue
California (1)
63 34,845 35.3% $ 12,121 81.9% 63 34,845 33.8% $ 10,491 62.4%
Florida 18 10,412 10.5% 2,362 16.0% 20 13,090 12.7% 2,574 15.3%
Nebraska 7 5,223 5.3% 355 2.4% 7 5,223 5.1% 289 1.7%
Colorado 10 31,448 31.9% 332 2.3% 12 32,773 31.8% 667 4.0%
Michigan 12 1,245 1.3% 276 1.9% 12 1,245 1.2% 276 1.6%
Texas 1 3,667 3.7% 143 1.0% 1 3,667 3.6% 125 0.8%
Oregon 6 898 0.9% 124 0.8% 6 898 0.9% 422 2.5%
Maryland 6 987 1.0% 121 0.8% 6 987 1.0% 120 0.7%
South Carolina 3 597 0.6% 61 0.4% 3 597 0.6% 61 0.4%
Georgia 2 230 0.2% 56 0.4% 2 230 0.2% 56 0.3%
New Jersey 3 116 0.1% 34 0.2% 3 116 0.1% 34 0.2%
Delaware 1 180 0.2% 20 0.1% 1 180 0.2% 20 0.1%
North Carolina — — —% — —% 2 310 0.3% — —%
Washington (2)
6 2,520 2.6% (75) (0.5)% 6 2,520 2.4% 1,089 6.5%
Arizona (2)
6 6,320 6.4% (1,135) (7.7)% 6 6,320 6.1% 579 3.5%
TOTALS 144 98,688 100.0% $ 14,795 100.0% 150 103,001 100.0% $ 16,803 100.0%
(1) According to the California Chapter of the American Society of Farm Managers and Rural Appraisers, there are eight distinct growing regions within California; our farms are spread across six of these growing regions.
(2) During the three months ended March 31, 2026, we began recognizing lease revenues from two tenants (who collectively lease eight farms—four in Arizona, three in Washington, and one in Oregon) on a cash basis. Negative revenue reflected above relates to the write-off of certain net deferred rent assets and uncollected receivables.
Leases
General
Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Our lease agreements will generally include one of the following rental structures: (i) fixed base cash rents, (ii) fixed base cash rents, plus a variable component (referred to as “participation rents”) based on the gross revenues generated from the respective farms, or, to a lesser extent, (iii) no fixed base cash rents (or, in certain cases, a cash allowance to cover certain operating or capital costs), in exchange for a significantly higher share of participation rents. Fixed base cash rent is generally payable to us in advance on an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses as set forth within the lease, while participation rent is generally payable to us annually, with the majority of it being recognized in the fourth quarter of each fiscal year.
Currently, 87 of our farms are leased on a pure, triple-net basis, 42 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, or insurance costs), 4 farms are direct-operated by us through third-party management agreements, and 8 farms are vacant. Additionally, 25 of our farms are leased under agreements that include participation rents, though such leases often include a guarantee of a minimum amount of rental income.
Lease Expirations
Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of March 31, 2026 (dollars in thousands):
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Year Number of
Expiring
Leases (1)
Expiring / Expired Leased Acreage % of Total
Acreage Lease Revenue for the
Three Months Ended March 31, 2026 % of Total
Lease
Revenue
2026
12 16,803 17.0% $ 1,976 13.4%
2027 14 13,840 14.0% 4,782 32.3%
2028 13 5,187 5.3% 1,272 8.6%
2029 8 2,590 2.6% 1,023 6.9%
2030 7 12,629 12.8% 2,454 16.6%
Thereafter
31 40,193 40.8% 3,108 21.0%
Other (2)
10 25 —% 154 1.0%
Terminated/expired leases and sold properties (3)
— 7,421 7.5% 26 0.2%
Totals 95 98,688 100.0% $ 14,795 100.0%
(1) Certain lease agreements encompass multiple farms.
(2) Primarily consists of ancillary leases (e.g., renewable energy leases; oil, gas, and mineral leases; telecommunications leases; etc.) with varying expirations on certain of our farms.
(3) Includes one lease that was renewed subsequent to March 31, 2026; see below, under “ Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity ,” for additional information on these and certain other lease renewals.
We are currently exploring a variety of options with certain of our 2026 lease expirations, including negotiating lease terms with existing and prospective new tenants and discussing sale options with prospective buyers. In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may also decide to proceed with a modified lease structure that involves a reduced base rent amount (or none) and/or, in certain cases, a cash lease incentive, in exchange for an increased level of participation rents, or we may decide to proceed to operate certain of these properties ourselves via third-party management agreements. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.
Business Environment
Macroeconomic and Agricultural Market Conditions
Inflation
According to the U.S. Bureau of Labor Statistics, the Consumer Price Index (“CPI”) increased 3.3% over the 12-month period ended March 31, 2026, reflecting continued moderation from peak inflation levels observed in mid-2022. Food prices also increased at a slower rate, with the overall food category up by 2.7% over the same period. However, over the past four years, food prices have risen by 17.3%, outpacing the overall CPI increase of 14.9% and reflecting sustained longer-term inflationary pressures across many agricultural markets. In addition, the U.S. Department of Agriculture’s August 2025 Land Values Summary reported that nationwide farm real estate values increased 4.3% year-over-year, while cropland values rose 4.7%. This data indicates that farmland values have continued to appreciate, although at a more moderate pace than in prior years. While elevated input costs continue to impact farm operators, we believe these pressures are being partially offset in certain markets to the extent food prices keep pace with or exceed broader inflation trends.
Interest Rates
The Federal Reserve (the “Fed”) resumed monetary easing in late 2025, lowering the target range for the federal funds rate by a total of 75 basis points during the fourth quarter of 2025, bringing the range to 3.50% to 3.75%. The Fed maintained this target range at each of its meetings thus far in 2026, reflecting a continued data-dependent posture as inflation remained above the Fed’s longer-term 2% objective, economic uncertainty remained elevated, and geopolitical developments continued to weigh on the economic outlook. Benchmark yields have increased from early-2026 levels, with the 10-year U.S. Treasury yield recently fluctuating around 4.3% to 4.5%, compared with approximately 4.0% earlier in the year. Although borrowing costs have eased from their 2025 highs, credit availability remains selective amid tighter lending standards and softer credit demand in certain markets. As a result, while financing conditions have improved relative to a year ago, access to debt on favorable terms remains uneven and continues to limit our ability to pursue new farmland acquisitions.
Currently, over 99.9% of our borrowings bear interest at fixed rates, with a weighted-average effective interest rate of 3.41% and an average remaining term of 2.5 years. As a result, changes in market interest rates have had a minimal impact on our interest expense in recent periods, and we believe our exposure to near-term interest rate volatility is limited.
Geopolitical, Trade, and Agricultural Market Conditions
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The ongoing conflict in the Middle East, together with broader trade and tariff developments, continues to contribute to uncertainty in U.S. agricultural export markets. The conflict has disrupted certain global shipping routes and contributed to increased fertilizer prices, resulting in higher input costs for many growers. However, fertilizer costs generally represent a smaller percentage of total operating costs for many of the crops grown on our farms compared to other crop types, and many growers on our farms had secured fertilizer supplies prior to recent price increases.
Certain crops grown on our farms, particularly almonds and pistachios, remain exposed to international trade conditions, as a significant portion of U.S.-produced almonds and pistachios is exported annually. However, recent market stabilization and improving demand trends have provided more favorable near-term market conditions. In contrast, crops with stronger domestic demand characteristics, including berries and vegetables, are generally less directly impacted by export market volatility, although they may still be affected by trade developments involving key North American trading partners, including Canada and Mexico.
Although international trade developments continue to influence sentiment in export-oriented crop markets, pricing for almonds and pistachios remains primarily driven by underlying supply and demand fundamentals. Final almond production for the 2025 crop year has come in below initial industry forecasts, contributing to improved pricing conditions, and almond prices have generally trended higher, resulting in price levels that are stable yet profitable for growers. In addition, production volumes on our farms exceeded our initial internal expectations.
Demand for pistachios also remains strong, particularly in international markets and for pistachio-based consumer products. Although the 2025 U.S. pistachio crop was initially expected to be a record crop, current estimates indicate production levels are likely to be more consistent with 2023 production levels. The smaller-than-expected overall crop has contributed to improved pricing conditions, with pistachio prices strengthening relative to the prior year. Production volumes on our farms also exceeded our initial internal projections.
We continue to monitor developments relating to the conflict in the Middle East, tariffs, and broader trade policy closely, although the ultimate impact on crop pricing, export demand, and grower economics remains uncertain. Prolonged disruptions to export markets could adversely affect lease structures and participation rent levels on certain farms. In addition, significant increases in tariffs or unfavorable trade conditions affecting almonds or pistachios could require us to allocate additional capital to support crop production under certain lease agreements in exchange for higher participation rents.
Another factor impacting export demand is the strength of the U.S. dollar. A weaker dollar generally improves the competitiveness of U.S. agricultural exports and may partially offset certain adverse effects of tariffs and trade-related constraints.
California Water Outlook
The 2025-2026 water year is approaching the end of its wet season, and current conditions reflect extremely low snowpack but generally average or better overall precipitation across much of the state. While the season began with above-average precipitation, drier and warmer conditions during the latter portion of the winter significantly reduced snowpack levels across the Sierra Nevada. However, reservoir storage levels remain well above historical norms, reflecting strong carryover storage following multiple years of average or above-average precipitation. As of early May 2026, less than 5% of the state was subject to a drought designation, supporting relatively stable near-term surface water supply conditions. Current expectations are that surface water allocations for the 2025-2026 water year will range from approximately 25% to 40%, subject to late-season hydrological conditions and regulatory requirements.
Sustained wet conditions in recent years have benefited our permanent crop assets by supporting groundwater recharge and improving root zone moisture content. To date, we have not observed any significant water-related stress in our permanent plantings, which appear healthy and in good condition entering the 2026 growing season. Meanwhile, the ongoing phased implementation of California’s Sustainable Groundwater Management Act (“SGMA”) continues to impose groundwater pumping restrictions across the state. In response, we are evaluating and participating in supplemental water initiatives intended to mitigate the impact of SGMA-related curtailments, including floodwater capture and storage projects, voluntary fallowing programs, and targeted investments in water infrastructure designed to support long-term access to reliable water supplies. Periods of surplus surface water may also increase the availability of lower-cost water supplies from certain water purveyors, and we continue to monitor such opportunities as part of our long-term water strategy. Based on current conditions, we believe our farms are generally well-positioned for the 2026 growing season with respect to both groundwater and surface water availability.
Recent Developments
Portfolio Activity—Existing Properties
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Leasing Activity
The following table summarizes certain leasing activity that has occurred on our existing properties since January 1, 2026, through the date of this filing (dollars in thousands, except for footnotes):
PRIOR LEASES NEW LEASES (1)
Farm
Locations Number
of
Leases Total
Farm
Acres Total
Annualized
Straight-line
Rent (2)
# of Leases
with
Participation
Rents Lease
Structures
(# of NNN
/ NN / N) (3)
Total
Annualized
Straight-line
Rent (2)
Wtd. Avg.
Term
(Years) # of Leases
with
Participation
Rents Lease
Structures
(# of NNN
/ NN / N) (3)
CA, CO, & FL 3 5,279 $ 1,485 0 1 / 1 / 1 $ 682 1.3 1 0 / 3 / 0
(1) In connection with certain new leases, we committed to provide cash allowances or capital for certain operations and improvements on these farms, which are excluded in the figures above. See Note 3, “ Real Estate and Intangible Assets—Intangible Assets and Liabilities ,” within the accompanying notes to our condensed consolidated financial statements and “ Liquidity and Capital Resources—Operating Commitments and Obligations—Operating Obligations ” below for additional information on these and other commitments.
(2) Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the results of which will not be known until the second half of 2025 or later.
(3) “NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “ Leases—General .”
Crop Sales and Cost of Sales
Pursuant to management agreements with third-party operators, we currently manage (i) a 2,409-acre property (consisting of two farms) in Kern County, California, including 2,293 acres of bearing almond and pistachio orchards, and (ii) a 165-acre farm in Umatilla County, Oregon, including 135 acres of wine grape vineyards.
Revenue from the sale of crops and the related cost of sales for the three months ended March 31, 2026, are shown in the following table (dollars in thousands):
Crop sales (1)(2)
$ 1,749
Cost of sales (1)(3)
(158)
(1) Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2) The majority of this revenue relates to a grower partner bonus associated with the 2025 pistachio crop, which was recognized when the amount became determinable and collectible. The related growing costs for this crop were previously expensed during the three months ended December 31, 2025.
(3) Reflective of a change in estimate, as the actual water usage during the second half of 2025 was lower than previously estimated as of December 31, 2025.
In addition, during the three months ended March 31, 2026, we completed the harvest of an orange crop remaining on a farm in St. Lucie County, Florida, following the early termination of the prior tenant’s lease. Results from this activity are included in the table above. We did not recognize any crop sales revenue or related costs during the three months ended March 31, 2025.
Impairment
During the three months ended March 31, 2026, we recognized an impairment charge of approximately $884,000 on one property (consisting of two farms) in St. Lucie County, Florida, due to the estimated fair value being lower than the carrying value.
Vacant, Direct-operated, and Non-accrual Properties
We currently have 8 farms that are wholly or partially vacant, 4 farms that are being direct-operated through third-party management agreements, and 11 farms leased to four tenants for which lease revenue is being recognized on a cash basis due to concerns regarding the collectibility of the remaining contractual lease payments.
For the three months ended March 31, 2026, we recognized approximately ($2.1) million of lease revenue related to these farms (primarily due to the reversal of previously recognized straight-line rent associated with certain tenants that were placed on non-accrual status during the quarter) and approximately $1.9 million of net profits from crop sales (see above, under “ —Crop Sales and Cost of Sales ”), compared to approximately $5.0 million of lease revenue for the prior-year period, which included an early lease termination fee of approximately $2.4 million.
We are evaluating both leasing and sale alternatives for each of these farms and are engaged in discussions with prospective tenants and buyers; however, there can be no assurance that we will be able to secure agreements on favorable terms, or at all. With respect to the farms on non-accrual status, we continue to work with the respective tenants to resolve the outstanding rent amounts and, where possible, will seek to reach agreements on the remaining payments. Such agreements may include establishing payment plans, deferring portions of rent due, or agreeing to terminate the leases.
Financing Activity
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Debt Activity
Term Preferred Stock
On January 30, 2026, we redeemed all of our outstanding shares of our 5.00% Series D Cumulative Term Preferred Stock, par value $0.001 per share (the “Series D Term Preferred Stock”) at a cash redemption price of $25.00 per share, plus all accrued and unpaid dividends to, but excluding, the redemption date. In total, we paid approximately $60.6 million for the redemption of the Series D Term Preferred Stock, which we delisted from Nasdaq on the date we redeemed all outstanding shares.
Farm Credit Facility
On April 27, 2026, we entered into a new revolving line of credit with Farm Credit of Central Florida, ACA (“Farm Credit CFL”) that provides for borrowings of up to $37.0 million (the “Farm Credit Facility”). The Farm Credit Facility matures on April 1, 2030, and borrowings thereunder bear interest at a variable rate equal to the prime rate less 0.50%, prior to the effect of any interest patronage. The Farm Credit Facility also includes an unused commitment fee of 0.15% per annum on the undrawn portion.
Availability under the Farm Credit Facility is subject to a maximum loan-to-value ratio of 60% of the value of the pledged collateral, and amounts owed under the Farm Credit Facility are guaranteed by us and each of our subsidiaries that owns a property pledged as collateral pursuant to the loan documents.
In connection with entering into the Farm Credit Facility, we incurred total closing costs of approximately $226,000. We do not currently have any borrowings outstanding under the Farm Credit Facility.
Equity Activity
Registration Statement
On April 7, 2026, we filed a universal registration statement on Form S-3, as amended (File No. 333-294917), with the SEC (the “2026 Registration Statement”) to replace our prior universal registration statement. The 2026 Registration Statement, which was declared effective by the SEC on April 23, 2026, permits us to issue up to an aggregate of $1.0 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate or concurrent offerings of two or more securities.
Common Stock—At-the-Market-Program
On April 24, 2026, we entered into equity distribution agreements with Virtu Americas LLC and Lucid Capital Markets, LLC (each a “Sales Agent”), that currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $500.0 million (the “2026 ATM Program”). The 2026 ATM Program replaced the 2023 ATM Program (as defined in Note 10, “ Equity ,” within the accompanying notes to our condensed consolidated financial statements).
The following table summarizes the activity under the ATM Programs (including shares of common stock sold under both the 2023 ATM Program and the 2026 ATM Program) from January 1, 2026, through the date of this filing (dollars in thousands, except per-share amounts):
Number of Shares Sold Weighted-average
Offering Price
Per Share Gross Proceeds Net Proceeds (1)
5,121,655 $ 10.03 $ 51,350 $ 50,806
(1) Net of underwriting commissions.
Repurchase Program
On July 11, 2025, 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 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) (collectively, the “2025 Repurchase Program”).
The following table summarizes repurchase activity under the 2025 Repurchase Program from January 1, 2026, through the date of this filing (dollars in thousands, except per-share amounts):
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Series B Preferred Stock:
Number of shares repurchased 88,999
Gross repurchase price (1)
$ 1,824
Weighted-average repurchase price per share $ 20.49
Gain on repurchase $ 156
Series C Preferred Stock:
Number of shares repurchased 206,181
Gross repurchase price (1)
$ 4,161
Weighted-average repurchase price per share $ 20.18
Gain on repurchase $ 516
(1) Inclusive of broker commissions.
See Note 10, “ Equity ,” within the accompanying notes to our condensed consolidated financial statements for further discussion on the 2025 Repurchase Program.
Our Adviser and Administrator
We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The current investment advisory agreement with our Adviser (the “Advisory Agreement”) and the current administration agreement with our Administrator (the “Administration Agreement”) were each approved unanimously by our Board of Directors, including, specifically, our independent directors.
A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.
Advisory Agreement
Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below. For information on the termination fee, refer to Note 8, “ Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement ,” within the accompanying notes to our condensed consolidated financial statements.
Base Management Fee
Pursuant to the Advisory Agreement, a base management fee is paid quarterly and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.
Incentive Fee
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.
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 our 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.
Our Adviser would receive: (i) no incentive Fee in any calendar quarter in which the Pre-Incentive Fee FFO did not exceed the hurdle rate; (ii) 100% of the Pre-Incentive Fee FFO with respect to that portion of such Pre-Incentive Fee FFO, if any, that exceeded the hurdle rate but was less than 2.1875% in any calendar quarter (8.75% annualized); and (iii) 20% of the amount of the Pre-Incentive Fee FFO, if any, that exceeds 2.1875% in any calendar quarter (8.75% annualized).
Capital Gains Fee
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Pursuant to the Advisory Agreement, a capital gains fee is calculated and payable in arrears at the end of each fiscal year (or upon termination of the Advisory Agreement). The capital gains fee shall equal: (i) 15% of the cumulative aggregate realized capital gains minus the cumulative aggregate realized capital losses, minus (ii) any aggregate capital gains fees paid in prior periods. For purposes of this calculation, realized capital gains and losses will be calculated as (x) the sales price of the property, minus (y) any costs to sell the property and the then-current gross value of the property (which includes the property’s original acquisition price plus any subsequent, non-reimbursed capital improvements). At the end of each fiscal year, if this figure is negative, no capital gains fee shall be paid.
Administration Agreement
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, chief valuation officer, treasurer, chief compliance officer, chief administrative officer, chief investment officer, co-general counsels and co-secretaries, and their respective staffs. 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.
Critical Accounting Policies
The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of our significant accounting policies is provided in Note 2, “ Summary of Significant Accounting Policies ,” to our consolidated financial statements in our Annual Report on Form 10-K. There were no material changes to our critical accounting policies during the three months ended March 31, 2026.
RESULTS OF OPERATIONS
For the purposes of the following discussions on certain operating revenues and expenses, same-property basis represents properties we owned for the entirety of the respective comparative periods presented.
With regard to the comparison between the three months ended March 31, 2026 and 2025:
• We owned 144 farms as of March 31, 2026, that are considered our same-property portfolio. Same-property occupancy (based on farmable acres and including farms that were direct-operated or on non-accrual status) decreased approximately 1.0% to 94.9% as of March 31, 2026, compared to 95.9% as of March 31, 2025.
◦ Included within our same-property portfolio are farms that were wholly or partially vacant, direct-operated, or on non-accrual status during all or a portion of the periods presented. For all or a portion of the three months ended March 31, 2026, we had 26 farms that were vacant, direct-operated, or on non-accrual status, as compared to 15 farms in the prior-year period.
• From January 1, 2025, through March 31, 2026, we did not acquire any new farms and disposed of 13 farms.
A comparison of results of components comprising our operating income for the three months ended March 31, 2026 and 2025 is below (dollars in thousands):
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For the Three Months Ended March 31,
2026 2025 $ Change % Change
Operating revenues:
Lease revenues:
Fixed lease payments $ 9,559 $ 13,927 $ (4,368) (31.4)%
Variable lease payments – participation rents 4,870 465 4,405 947.3%
Variable lease payments – tenant reimbursements and other 366 2,411 (2,045) (84.8)%
Total lease revenue 14,795 16,803 (2,008) (12.0)%
Crop Sales 1,749 — 1,749 NM
Other operating revenue 8 1 7 700.0%
Total operating revenues 16,552 16,804 (252) (1.5)%
Operating expenses:
Depreciation and amortization 10,370 8,429 1,941 23.0%
Property operating expenses 2,117 1,128 989 87.7%
Cost of sales (158) — (158) NM
Base management and capital gains fees 1,945 2,246 (301) (13.4)%
Administration fee 720 642 78 12.1%
General and administrative expenses 723 682 41 6.0%
Impairment charge 884 — 884 NM
Total operating expenses 16,601 13,127 3,474 26.5%
Operating income $ (49) $ 3,677 $ (3,726) (101.3)%
NM = Not Meaningful
Operating Revenues
Lease revenue
The following table provides a summary of our lease revenue during the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Same-property basis:
Fixed lease payments $ 9,532 $ 13,526 $ (3,994) (29.5)%
Participation rents 4,870 465 4,405 947.3%
Lease termination and other income 3 2,380 (2,377) NM
Total – Same-property basis 14,405 16,371 (1,966) (12.0)%
Properties acquired or disposed of:
Fixed lease payments 27 401 (374) (93.3)%
Total – Properties acquired or disposed of 27 401 (374) (93.3)%
Tenant reimbursements and other (1)
363 31 332 1,071.0%
Total Lease revenues $ 14,795 $ 16,803 $ (2,008) (12.0)%
(1) Tenant reimbursements generally represent tenant-reimbursed property operating expenses on certain of our farms, including property taxes, insurance premiums, and other property-related expenses. Similar amounts are also recorded as property operating expenses during the respective periods.
Same-property Basis – 2026 compared to 2025
Lease revenues from fixed lease payments decreased primarily due to certain farms that were vacant, direct-operated, or for which lease revenue was recognized on a cash basis (rather than a straight-line basis) due to full collectability of future rental payments not being considered probable as a result of tenant credit issues. One property (consisting of two farms) that was direct-operated during the current-year period (see “ —Crop Sales and Cost of Sales ” below for further discussion) was leased for the majority of the prior-year period. In addition, during the three months ended March 31, 2026, we began recognizing lease revenues from two tenants (who collectively lease eight farms) on a cash basis.
The increase in lease revenues from participation rents was primarily attributable to a grower partner bonus associated with the 2025 pistachio crop, which was recognized when the amount became determinable and collectible.
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During the three months ended March 31, 2025, we received a lease termination payment from an outgoing tenant who leased three of our farms. After applying a portion of the amount towards certain outstanding receivables owed by the same tenant, we recognized additional lease revenue of approximately $2.4 million upon receipt.
Other – 2026 compared to 2025
Lease revenue from properties acquired or disposed of decreased due to the sale of 13 farms subsequent to December 31, 2024.
The fluctuations in tenant reimbursement and other revenue are primarily driven by payments made by certain tenants on our behalf (pursuant to the lease agreements) to unconsolidated entities of ours that convey water to the respective properties. As such, the timing of tenant reimbursement revenue fluctuates as payments are made by our tenants. Amounts recorded during the current-year period included increased reimbursements from certain tenants for costs to deliver water to their farms via a pipeline owned by an unconsolidated entity of ours.
Crop Sales and Cost of Sales
Revenue from the sale of crops and the related cost of sales for the three months ended March 31, 2026, are shown in the following table (dollars in thousands):
Crop sales (1)(2)
$ 1,749
Cost of sales (1)(3)
(158)
(1) Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(2) The majority of this revenue relates to a grower partner bonus associated with the 2025 pistachio crop, which was recognized when the amount became determinable and collectible. The related growing costs for this crop were previously expensed during the three months ended December 31, 2025.
(3) Reflective of a change in estimate, as the actual water usage during the second half of 2025 was lower than previously estimated as of December 31, 2025.
See Note 4, “ Crop Inventory and Crop Sales ,” within the accompanying notes to our condensed consolidated financial statements for additional information.
Other Operating Revenue
Other operating revenue consists of non-lease revenue generated as a result of activities performed on certain of our properties. In connection with the transfer and storing of surplus water on behalf of a third party using a groundwater recharge facility constructed on one of our farms, we recognized non-cash revenue of approximately $8,000 during the three months ended March 31, 2026. See Note 5, “ Investments in Water Assets ,” within the accompanying notes to our condensed consolidated financial statements for further discussion.
Operating Expenses
Depreciation and amortization
Depreciation and amortization expense increased primarily due to the acceleration of depreciation associated with certain permanent plantings (as a result of shortened useful lives) during the three months ended March 31, 2026, as well as additional depreciation related to capital improvements made on certain of our farms. The increase was partially offset by a lower depreciation resulting from the disposition of certain assets, including the sale of 13 farms subsequent to December 31, 2024.
Property operating expenses
Property operating expenses consist primarily of real estate taxes, repair and maintenance expenses, insurance premiums, and other miscellaneous operating expenses paid for certain of our properties. The following table provides a summary of the property operating expenses recorded during the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Same-property basis $ 1,734 $ 1,054 $ 680 64.5%
Properties acquired or disposed of 10 37 (27) (73.0)%
Tenant-reimbursed property operating expenses (1)
373 37 336 908.1%
Total Property operating expenses $ 2,117 $ 1,128 $ 989 87.7%
(1) Represents certain operating expenses (property taxes, insurance premiums, and other property-related expenses) paid by us that, per the respective leases, are required to be reimbursed to us by the tenant. Similar amounts are also recorded as lease revenue when earned in accordance with the lease.
Same-property Basis – 2026 compared to 2025
Property operating expenses increased primarily due to costs incurred to provide supplemental water in accordance with a lease obligation on one of our farms and higher legal expenses related to protecting water rights on certain farms in California. The
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increase was also attributable to additional costs associated with certain farms that were vacant, direct-operated, or on non-accrual status, including property taxes and other operating expenses for which prior tenants had previously been responsible.
Other – 2026 compared to 2025
Property operating expenses on properties acquired or disposed of decreased due to the sale of 13 farms subsequent to December 31, 2024.
The fluctuations in tenant-reimbursed property operating expenses are primarily driven by miscellaneous property operating costs incurred by us in connection with our ownership interests in certain unconsolidated entities, for which our tenants are contractually obligated to reimburse us under the terms of the respective leases. Such expenses will fluctuate commensurate with the timing and amount of miscellaneous operating costs incurred by the underlying entities. Amounts recorded during the current-year period included additional costs to deliver water to certain of our farms via a pipeline owned by an unconsolidated entity of ours, which costs were reimbursed to us by our tenants.
Related-Party Fees
The following table provides the calculations of the base management, incentive, and capital gains fees (as applicable) due to our Adviser pursuant to the Advisory Agreement for the three months ended March 31, 2026 and 2025 (dollars in thousands; for further discussion on certain defined terms used below, refer to Note 8, “ Related-Party Transactions ,” within the accompanying notes to our condensed consolidated financial statements):
Quarter Ended Year to Date
March 31
2026 Fee Calculations:
Base Management Fee:
Gross Tangible Real Estate (1)(2)
$ 1,297,013
Quarterly rate 0.150 %
Base management fee (3)
$ 1,945 $ 1,945
Incentive Fee:
Total Adjusted Common Equity (1)(2)
$ 304,141
First hurdle quarterly rate 1.750 %
First hurdle threshold $ 5,322
Second hurdle quarterly rate 2.1875 %
Second hurdle threshold $ 6,653
Pre-Incentive Fee FFO (1)
$ 1,787
100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ —
20% of Pre-Incentive Fee FFO in excess of second hurdle threshold —
Total Incentive fee (3)
$ — $ —
Total fees due to Adviser $ 1,945 $ 1,945
2025 Fee Calculations:
Base Management Fee:
Gross Tangible Real Estate (1)(2)
$ 1,372,260
Quarterly rate 0.150 %
Base management fee (3)
$ 2,058 $ 2,058
Incentive Fee:
Total Adjusted Common Equity (1)(2)
$ 318,209
First hurdle quarterly rate 1.750 %
First hurdle threshold $ 5,569
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Second hurdle quarterly rate 2.1875 %
Second hurdle threshold $ 6,961
Pre-Incentive Fee FFO (1)
$ 2,139
100% of Pre-Incentive Fee FFO in excess of first hurdle threshold, up to second hurdle threshold $ —
20% of Pre-Incentive Fee FFO in excess of second hurdle threshold —
Total Incentive fee (3)
$ — $ —
Capital Gains Fee:
Aggregate net realized capital gains (1)
$ 5,443
Capital gains fee rate 15.0 %
Cumulative capital gains fee $ 816
Less capital gains fees recorded in prior periods (4)
$ (628)
Total Capital Gains Fee (3)(5)
$ 188 $ 188
Total fees due to Adviser $ 2,246 $ 2,246
(1) As defined in the Advisory Agreement.
(2) As of the end of the respective prior quarters.
(3) Reflected as a line item on our accompanying Condensed Consolidated Statements of Operations and Comprehensive Income.
(4) Represents a capital gains fee earned during the year ended December 31, 2018; however, the full amount of the fee was credited back to us via a voluntary and irrevocable waiver granted to us by our Adviser.
(5) The capital gains fee is due annually in arrears and is subject to further adjustment through the end of each fiscal year.
The base management fee decreased primarily due to the disposition of 13 farms since December 31, 2024.
No incentive fee was earned by our Adviser during either of the three months ended March 31, 2026 or 2025 , as our Pre-Incentive Fee FFO did not exceed the required hurdle rate in either period.
Our Adviser earned a capital gains fee during the three months ended March 31, 2025, driven by gains recognized on the sale of certain farms completed during the quarter. The capital gains fee, net of any credits that may be granted by our Adviser, is due in arrears at the end of each fiscal year and is subject to further adjustment through the end of each fiscal year as additional assets are disposed of.
The changes in the administration fee were driven by our relative utilization of our Administrator’s resources compared with affiliated companies also serviced by our Administrator.
Other Operating Expenses
General and administrative expenses consist primarily of professional fees, director fees, stockholder-related expenses, overhead insurance, acquisition-related costs for investment opportunities no longer being pursued, and other miscellaneous expenses. General and administrative expenses increased for the three months ended March 31, 2026, primarily due to higher professional fees.
During the three months ended March 31, 2026, we recognized an impairment charge of approximately $884,000 on one property (encompassing two farms) located in St. Lucie County, Florida, due to the estimated fair value being lower than the carrying value.
A comparison of results of other components contributing to net (loss) income attributable to common stockholders for the three months ended March 31, 2026 and 2025 is below (dollars in thousands):
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For the Three Months Ended March 31,
2026 2025 $ Change % Change
Operating income $ (49) $ 3,677 $ (3,726) (101.3)%
Other income (expense):
Other income 1,455 1,952 (497) (25.5)%
Interest expense (4,725) (5,177) 452 (8.7)%
Dividends declared on cumulative term preferred stock (243) (755) 512 (67.8)%
(Loss) gain on dispositions of real estate assets, net (459) 15,410 (15,869) (103.0)%
Property and casualty (loss) recovery, net (93) 137 (230) (167.9)%
Loss from investments in unconsolidated entities (191) (136) (55) 40.4%
Total other (expense) income, net (4,256) 11,431 (15,687) (137.2)%
Net (loss) income (4,305) 15,108 (19,413) (128.5)%
Aggregate dividends declared on and gain recognized on extinguishment of cumulative redeemable preferred stock, net (5,680) (6,002) 322 (5.4)%
Net (loss) income attributable to common stockholders $ (9,985) $ 9,106 $ (19,091) (209.7)%
NM = Not Meaningful
Other Income (Expense)
Other income generally consists of interest patronage received from Farm Credit (as defined in Note 6, “ Borrowings—Farm Credit Notes Payable ,” in the accompanying notes to our condensed consolidated financial statements) and interest earned on short-term investments. Other income decreased primarily due to lower interest patronage received from Farm Credit (driven by reduced borrowings) and a decrease in interest earned on short-term investments.
During the three months ended March 31, 2026, we recorded approximately $1.4 million of interest patronage from Farm Credit related to interest accrued during 2025, as compared to approximately $1.7 million of interest patronage recorded during the prior-year period that related to interest accrued during 2024. In total, 2025 interest patronage resulted in a 21.0% reduction (approximately 95 basis points) to the interest rate of such borrowings.
Interest expense decreased primarily due to reduced overall borrowings. The weighted-average principal balance of our aggregate borrowings (excluding our cumulative term preferred stock) outstanding for the three months ended March 31, 2026, was approximately $480.1 million, as compared to approximately $507.8 million for the prior-year period. Excluding interest patronage received on certain of our Farm Credit borrowings and the impact of debt issuance costs, the weighted-average interest rate charged on our aggregate borrowings for the three months ended March 31, 2026, was 3.81%, as compared to 3.79% for the prior-year period.
During the three months ended March 31, 2026, we paid aggregate distributions on the Series D Term Preferred Stock of approximately $243,000, as compared to approximately $755,000 for the prior-year period. The Series D Term Preferred Stock was redeemed in full on January 30, 2026.
During the three months ended March 31, 2026, we recorded a net capital loss, driven by the removal of permanent plantings and the disposal of irrigation and other improvements on certain of our farms. During the three months ended March 31, 2025, we recorded a net capital gain, driven by the sale of three properties (encompassing seven farms), which, after accounting for closing costs, resulted in an aggregate net gain of approximately $15.8 million, partially offset by losses related to the disposal of permanent plantings and other improvements on certain farms.
The property and casualty loss recorded during the three months ended March 31, 2026, was the result of freeze damage to a portion of an orange grove in Florida. The property and casualty recovery recorded during the three months ended March 31, 2025, was the result of an adjustment to the original property and casualty loss recorded during the year ended December 31, 2024, due to damage caused to certain permanent plantings on a farm in Georgia due to Hurricane Helene. After further inspection of the property, it was determined that the damage was not as extensive as originally estimated, resulting in an adjustment to our original estimate.
During the three months ended March 31, 2026, we recognized a loss from investments in unconsolidated entities of ours that convey water to certain of our farms of approximately $191,000, as compared to $136,000 for the prior-year period. The fluctuations in revenue and expense attributable to these unconsolidated entities is primarily driven by miscellaneous property operating costs incurred by these unconsolidated entities and the respective properties’ reimbursements of such costs incurred.
LIQUIDITY AND CAPITAL RESOURCES
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Overview
Our current short- and long-term sources of funds include cash and cash equivalents, cash flows from operations, borrowings (including the undrawn commitments available under various credit facilities), and issuances of additional equity securities. Our current available liquidity is approximately $149.0 million, consisting of approximately $10.7 million in cash on hand and, based on the current level of collateral pledged, approximately $138.3 million of availability under various credit facilities (subject to compliance with covenants). In addition, we currently have certain properties recently valued at a total of approximately $112.0 million that are unencumbered and eligible to be pledged as collateral.
Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.41% for another 2.5 years. In addition, the weighted-average remaining term of our notes and bonds payable is approximately 6.4 years. As such, with respect to our current borrowings, we have experienced minimal impact from increased interest rates in recent years, and we believe we are well-protected against a prolonged high rate environment. We are in compliance with all of our debt covenants under our respective credit facilities and borrowings, and we believe we currently have adequate liquidity to cover all near- and long-term debt obligations and operating expenses.
Future Capital Needs
Our short- and long-term liquidity requirements consist primarily of making principal and interest payments on outstanding borrowings; funding our general operating costs; making dividend payments on our currently-designated preferred securities; making distributions to common stockholders (including non-controlling OP Unitholders, if any) to maintain our qualification as a REIT; and, as capital is available, funding capital improvements and, in certain situations, growing and operational costs on existing farms, repurchasing shares of preferred stock, and funding new farmland and farm-related acquisitions consistent with our investment strategy.
In the near term, we believe that our current and short-term cash resources will be sufficient to service our debt, fund our operating costs, pay dividends on our currently-designated preferred securities, and fund our distributions to common stockholders. We expect to meet our long-term liquidity requirements through various sources of capital, including capacity under current lines of credit, long-term mortgage indebtedness and bond issuances, future equity issuances (including, but not limited to, OP Units through our Operating Partnership as consideration for future acquisitions and shares of common stock through our 2026 ATM Program), and other secured and unsecured borrowings.
As opportunities arise, we intend to use a significant portion of any future available liquidity to purchase additional farms and farm-related assets. We continue to actively seek and evaluate acquisitions of additional farms and farm-related assets that satisfy our investment criteria; however, all potential acquisitions will be subject to our due diligence investigation of such properties, and there can be no assurance that we will be successful in identifying or acquiring any properties in the future.
Operating Commitments and Obligations
Operating Obligations
In connection with the execution of certain lease agreements, we have committed to provide capital improvements on certain of our farms. Below is a summary of certain of those projects for which we have incurred or accrued costs as of March 31, 2026 (dollars in thousands):
Farm
Location(s) Farm
Acreage Total
Commitment Obligated
Completion
Date (1)
Net Amount Expended
or Accrued as of
March 31, 2026
Hartley, TX 2,219 $ 1,300 (2) Q4 2030 $ 1,190
Franklin & Grant, WA, & Umatilla, OR 1,126 4,447 (2) Q4 2032 3,494
Wicomico & Caroline, MD, and Sussex, DE 833 155 Q3 2034 47
(1) Our obligation to provide capital to fund these improvements does not extend beyond these respective dates.
(2) Pursuant to contractual agreements, we will earn additional rent on the cost of these capital improvements as the funds are disbursed by us.
Ground Lease Obligations
In connection with certain farms acquired through a leasehold interest, we assumed certain ground lease arrangements under which we are the lessee. Future minimum lease payments due under the remaining non-cancelable terms of these leases as of March 31, 2026, are as follows (dollars in thousands):
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Period Future Lease Payments (1)
For the remaining nine months ending December 31: 2026 40
For the fiscal years ending December 31: 2027 100
2028 100
2029 100
2030 100
Thereafter 658
Total undiscounted lease payments 1,098
Less: imputed interest (388)
Present value of lease payments $ 710
(1) Certain annual lease payments are set at the beginning of each year to then-current market rates (as determined by the lessor). The amounts shown above represent estimated amounts based on the lease rates currently in place.
As a result of these ground leases, we recorded lease expense (included within Property operating expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income) of approximately $26,000 for each of the three months ended March 31, 2026 and 2025.
Cash Flow Resources
The following table summarizes total net cash flows from operating, investing, and financing activities for the three months ended March 31, 2026 and 2025 (dollars in thousands):
For the Three Months Ended March 31,
2026 2025 $ Change % Change
Net change in cash from:
Operating activities $ 9,295 $ 4,467 $ 4,828 108.1 %
Investing activities (219) 60,216 (60,435) (100.4) %
Financing activities (27,630) (40,041) 12,411 (31.0) %
Net change in Cash and cash equivalents $ (18,554) $ 24,642 $ (43,196) (175.3) %
Operating Activities
The majority of cash from operating activities is generated from the rental payments we receive from tenants, which is first used to fund our property-level operating expenses (including growing costs on direct-operated farms), with any excess cash being primarily used for principal and interest payments on our borrowings, management fees to our Adviser, administrative fees to our Administrator, and other corporate-level expenses.
Cash from operating activities increased primarily due to higher cash receipts from participation rents and crop sales, as well as a decrease in certain cash allowances paid to tenants in the current year (which were paid in exchange for increasing the participation rent components in the leases) and lower interest payments made. These increases were partially offset by the receipt of a termination fee from an outgoing tenant on three of our farms recognized in the prior year.
Investing Activities
The change in cash from investing activities was primarily due to proceeds received from the sale certain farms in Florida and Nebraska in the prior year, whereas we did not sell any farms during the three months ended March 31, 2026.
Financing Activities
The change in cash from financing activities was primarily due to the full redemption of our Series D Term Preferred Stock in January 2026 for approximately $60.4 million, partially offset by an increase in aggregate net borrowings of approximately $39.4 million and an increase in net proceeds received from common stock issuances of approximately $36.7 million.
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Debt Capital
MetLife Facility
As amended, our credit facility with MetLife currently consists of $75.0 million of revolving equity lines of credit and an aggregate of $175.0 million of term notes (the “MetLife Facility”). We currently have $0.2 million outstanding under the lines of credit and approximately $35.0 million outstanding on the term notes. While $214.8 million of the full commitment amount under the MetLife Facility remains undrawn, based on the level of collateral pledged, we currently have approximately $89.3 million of availability under the MetLife Facility. The revolving equity lines of credit mature on December 15, 2033, and the draw period for both term notes expires on December 31, 2026, after which MetLife has no obligation to disburse any additional undrawn funds under the term notes.
Farmer Mac Facility
As amended, our agreement with Federal Agricultural Mortgage Corporation (“Farmer Mac”) currently provides for bond issuances up to an aggregate amount of $225.0 million (the “Farmer Mac Facility”) by December 31, 2026, after which Farmer Mac has no obligation to purchase additional bonds under this facility. To date, we have issued aggregate bonds of approximately $100.1 million under the Farmer Mac Facility.
Farm Credit Facility
Our revolving line of credit with Farm Credit CFL provides for borrowings of up to $37.0 million and matures on April 1, 2030. We currently have no amounts outstanding under the Farm Credit Facility, and, based on the current level of collateral pledged, the full $37.0 million remains available to us.
Other Lenders
We have established borrowing relationships with several other agricultural lenders and continue to seek additional relationships with new lenders. Accordingly, we expect to enter into additional borrowing arrangements with both existing and new lenders, including in connection with currently unencumbered farms and potential future acquisitions.
Equity Capital
Our 2026 Registration Statement, which expires on April 22, 2029, permits us to issue up to an aggregate of $1.0 billion in securities, consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate or concurrent offerings of two or more of such securities. To date, we have issued approximately $3.0 million of common stock under the 2026 Registration Statement.
In addition, we have the ability to, and expect to in the future, issue OP Units to third parties as consideration in future property acquisitions.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any material off-balance sheet arrangements.
NON-GAAP FINANCIAL INFORMATION
Funds from Operations, Core Funds from Operations, and Adjusted Funds from Operations
The National Association of Real Estate Investment Trusts (“NAREIT”) developed funds from operations (“FFO”) as a relative non-GAAP supplemental measure of operating performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the same basis as determined under GAAP. FFO, as defined by NAREIT, is net income (computed in accordance with GAAP), excluding gains or losses from sales of property and impairment losses on property, plus depreciation and amortization of real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. We further present core FFO (“CFFO”) and adjusted FFO (“AFFO”), each as described below, as additional non-GAAP financial measures of our operational performance, as we believe both CFFO and AFFO improve comparability on a period-over-period basis and are more useful supplemental metrics for investors to use in assessing our operational performance on a more sustainable basis than FFO. We believe that these additional performance metrics, along with the most directly-comparable GAAP measure, provide investors with helpful insight regarding how management measures our ongoing performance, as each of CFFO and AFFO (and their respective per-share amounts) are used by management and our Board of Directors, as appropriate, in assessing overall performance, as well as in certain decision-making analysis, including, but not limited to, the timing of acquisitions and potential equity raises (and the type of securities to offer in any such equity raises), the determination
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of any fee credits, and declarations of distributions on our common stock. The non-GAAP financial measures presented herein have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. We believe that net income is the most directly-comparable GAAP measure to each of FFO, CFFO, and AFFO.
Specifically, we believe that FFO is helpful to investors in better understanding our operating performance, primarily because its calculation excludes depreciation and amortization expense on real estate assets, as we believe that GAAP historical cost depreciation of real estate assets is generally not correlated with changes in the value of those assets, particularly with farmland real estate, the value of which does not diminish in a predictable manner over time, as historical cost depreciation implies. Further, we believe that CFFO and AFFO are helpful in understanding our operating performance in that it removes certain items that, by their nature, are not comparable on a period-over-period basis and therefore tend to obscure actual operating performance. In addition, we believe that providing CFFO and AFFO as additional performance metrics allows investors to gauge our overall performance in a manner that is more similar to how our performance is measured by management (including their respective per-share amounts), as well as by analysts and the overall investment community.
We calculate CFFO by adjusting FFO for the following items:
• Acquisition- and disposition-related expenses. Acquisition- and disposition-related expenses (including due diligence costs on acquisitions not consummated and certain auditing and accounting fees incurred that were directly related to completed acquisitions or dispositions) are incurred for investment purposes and do not correlate with the ongoing operations of our existing portfolio. Further, certain auditing and accounting fees incurred vary depending on the number and complexity of acquisitions or dispositions completed during the period. Due to the inconsistency in which these costs are incurred and how they have historically been treated for accounting purposes, we believe the exclusion of these expenses improves comparability of our operating results on a period-to-period basis.
• Other adjustments . We will adjust for certain non-recurring charges and receipts and will explain such adjustments accordingly. We believe the exclusion of these amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of CFFO for all prior-year periods presented to provide consistency and better comparability.
Further, we calculate AFFO by adjusting CFFO for the following items:
• Rent adjustments. This adjustment removes the effects of straight-lining rental income, as well as the amortization related to above-market lease values and certain non-cash lease incentives and accretion related to below-market lease values, certain other deferred revenue, and tenant improvements, resulting in rental income reflected on a modified accrual cash basis. In addition to these adjustments, we also modify the calculation of cash rents within our definition of AFFO to provide greater consistency and comparability due to the period-to-period volatility in which cash rents are received. To coincide with our tenants’ harvest seasons, our leases typically provide for cash rents to be paid at various points throughout the lease year, usually annually or semi-annually. As a result, cash rents received during a particular period may not necessarily be comparable to other periods or represent the cash rents indicative of a given lease year. Therefore, we further adjust AFFO to normalize the cash rent received pertaining to a lease year over that respective lease year on a straight-line basis, resulting in cash rent being recognized ratably over the period in which the cash rent is earned.
• Amortization of debt issuance costs . The amortization of costs incurred to obtain financing is excluded from AFFO, as it is a non-cash expense item that is not directly related to the operating performance of our properties.
• Other adjustments . We will adjust for certain non-cash charges and receipts and will explain such adjustments accordingly. We believe the exclusion of such non-cash amounts improves comparability of our operating results on a period-to-period basis and will apply consistent definitions of AFFO for all prior-year periods presented to provide consistency and better comparability.
We believe the foregoing adjustments aid our investors’ understanding of our ongoing operational performance.
FFO, CFFO and AFFO do not represent cash flows from operating activities in accordance with GAAP, which, unlike FFO, CFFO, and AFFO, generally reflects all cash effects of transactions and other events in the determination of net income, and should not be considered an alternative to net income as an indication of our performance or to cash flows from operations as a measure of liquidity or ability to make distributions. Comparisons of FFO, CFFO, and AFFO, using the NAREIT definition for FFO and the definitions above for CFFO and AFFO, to similarly-titled measures for other REITs may not necessarily be meaningful due to possible differences in the definitions used by such REITs.
Diluted funds from operations (“Diluted FFO”), diluted core funds from operations (“Diluted CFFO”), and diluted adjusted funds from operations (“Diluted AFFO”) per share are FFO, CFFO, and AFFO, respectively, divided by the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling limited partners) outstanding on a fully-diluted basis during a period. We believe that diluted earnings per share is the most
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directly-comparable GAAP measure to each of Diluted FFO, CFFO, and AFFO per share. Because many REITs provide Diluted FFO, CFFO, and AFFO per share information to the investment community, we believe these are useful supplemental measures when comparing us to other REITs.
We believe that FFO, CFFO, and AFFO and Diluted FFO, CFFO, and AFFO per share are useful to investors because they provide investors with a further context for evaluating our FFO, CFFO, and AFFO results in the same manner that investors use net income and EPS in evaluating net income.
The following table provides a reconciliation of our FFO, CFFO, and AFFO for the three months ended March 31, 2026 and 2025 to the most directly-comparable GAAP measure, net income, and a computation of diluted FFO, CFFO, and AFFO per share, using the weighted-average number of total shares (including shares of our common stock and, if and when outstanding, OP Units held by non-controlling OP Unitholders) outstanding during the respective periods (dollars in thousands, except per-share amounts):
For the Three Months Ended March 31,
2026 2025
Net (loss) income $ (4,305) $ 15,108
Less: Aggregate dividends declared on and gains on or charges related to extinguishment of cumulative redeemable preferred stock, net (1)
(5,680) (6,002)
Net (loss) income attributable to common stockholders $ (9,985) $ 9,106
Plus: Real estate and intangible depreciation and amortization 10,370 8,429
Plus (less): Losses (gains) on dispositions of real estate assets, net 459 (15,410)
Plus: Impairment charges 884 —
Adjustments for unconsolidated entities (2)
59 14
FFO available to common stockholders $ 1,787 $ 2,139
Plus: Acquisition- and disposition-related expenses, net 30 21
Plus: Other nonrecurring charges, net (3)
126 173
CFFO available to common stockholders $ 1,943 $ 2,333
Net rent adjustment 1,196 (792)
Plus: Amortization of debt issuance costs 149 365
(Less) plus: Other non-cash (receipts) charges, net (4)
(184) 129
AFFO available to common stockholders $ 3,104 $ 2,035
Weighted-average shares of common stock outstanding—basic and diluted 40,856,330 36,184,658
FFO per weighted-average common share—basic and diluted $ 0.04 $ 0.06
CFFO per weighted-average common share—basic and diluted $ 0.05 $ 0.06
AFFO per weighted-average common share—basic and diluted $ 0.08 $ 0.06
Distributions declared per common share $ 0.14 $ 0.14
(1) Includes (i) cash dividends paid on our cumulative redeemable preferred stock and (ii) the net gain (loss) recognized as a result of shares of cumulative redeemable preferred stock that were redeemed during the respective periods.
(2) Represents our pro-rata share of depreciation expense recorded in unconsolidated entities during the respective periods.
(3) Consists primarily of (i) net property and casualty losses (recoveries) recorded and the cost of related repairs expensed as a result of damage to improvements on certain of our farms caused by certain non-recurring events, (ii) one-time legal costs incurred related to certain corporate organizational matters, (iii) costs incurred during the three months ended March 31, 2026, related to the redemption of our Series D Term Preferred Stock, and (iv) for 2025 only, the capital gains fee recorded during the three months ended March 31, 2025.
(4) Consists of (i) the net (gain) loss recognized as a result of shares of cumulative redeemable preferred stock that were redeemed, which were non-cash (gains) charges, (ii) our remaining pro-rata share of (income) loss recorded from investments in unconsolidated entities, and (iii) (less) plus net non-cash (income) expense recorded as a result of additional water assets (received) used in certain transactions.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.