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Farmland Partners Inc.

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

FPI$8.85+0.6%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

Note 1—Organization and Significant Accounting Policies

Organization

Farmland Partners Inc. (“FPI”), collectively with its subsidiaries, is an internally managed real estate company that owns and seeks to acquire high-quality farmland located in agricultural markets throughout North America. FPI was incorporated in Maryland on September 27, 2013. FPI elected to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its short taxable year ended December 31, 2014.

FPI is the sole member of the sole general partner of Farmland Partners Operating Partnership, LP (the “Operating Partnership”), which was formed in Delaware on September 27, 2013. All of FPI’s assets are held by, and its operations are primarily conducted through, the Operating Partnership and the wholly owned subsidiaries of the Operating Partnership. As of December 31, 2025, FPI owned a 98.1% interest in the Operating Partnership. See “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion regarding Class A Common units of limited partnership interest in the Operating Partnership (“Common units”) and Series A preferred units of limited partnership interest in the Operating Partnership (“Series A preferred units”). Unlike holders of FPI’s common stock, par value $0.01 per share (“common stock”), holders of the Operating Partnership’s Common units and Series A preferred units generally do not have voting rights or the power to direct the affairs of FPI. As the sole member of the sole general partner with control of the Operating Partnership, FPI is the primary beneficiary and therefore consolidates the Operating Partnership in accordance with accounting standards for consolidation of variable interest entities. As of December 31, 2025, the Operating Partnership owned a 9.97% equity interest in an unconsolidated equity method investment that holds 11 properties (see “Note 1—Organization and Significant Accounting Policies—Equity Method Investments”).

References to the “Company,” “we,” “us,” or “our” mean collectively FPI and its consolidated subsidiaries, including the Operating Partnership.

As of December 31, 2025, the Company owned a portfolio of approximately 71,600 acres of farmland, which is consolidated in these financial statements. In addition, as of December 31, 2025, the company owned land and buildings forfour agriculture equipment dealerships in Ohio leased to Ag-Pro Ohio, LLC (“Ag Pro”) under the John Deere brand (see “Note 6—Loans and Financing Receivables”).** **

On March 16, 2015, the Company formed FPI Agribusiness Inc., a wholly owned subsidiary (the “TRS” or “FPI Agribusiness”), as a taxable REIT subsidiary. We engage directly in farming and provide volume purchasing services to our tenants through the TRS. As of December 31, 2025, the TRS performed direct farming operations on 1,845 acres of farmland owned by the Company located in California.

All references to numbers and percent of acres within this report are unaudited.

Principles of Consolidation

The accompanying consolidated financial statements are presented on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of FPI and the Operating Partnership. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the presentation used in the current year. Such reclassifications had no effect on net income or total equity.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates for a variety of reasons, including, without limitation, the impacts of public health crises, the war in Ukraine and other geopolitical tensions, substantially higher prices for oil and gas, tariffs or other changes in trade policy and substantially increased interest rates, and their effects on the domestic and global economies. We are unable to quantify the ultimate impact of these factors on our business.

Real Estate Acquisitions

When the Company acquires farmland where substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, or a group of similar identifiable assets, it is not considered a business. As such, the Company accounts for these types of acquisitions as asset acquisitions. When substantially all of the fair value of the gross assets acquired is not concentrated in a single identifiable asset, or a group of similar assets, and contains acquired inputs and processes which have the ability to contribute to the creation of outputs, these acquisitions are accounted for as business combinations.

The Company considers single identifiable assets as tangible assets that are attached to and cannot be physically removed and used separately from another tangible asset without incurring significant cost or significant diminution in utility or fair value. The Company considers similar assets as assets that have a similar nature and risk characteristics.

Whether the Company’s acquisitions are treated as asset acquisitions under Accounting Standards Codification (“ASC”) 360, Long-Lived Assets, or business combinations under ASC 805, Business Combinations, the fair value of the aggregate purchase price paid in each such acquisition is allocated among the assets acquired and any liabilities assumed by valuing the property as if it were vacant. The “as-if-vacant” value is allocated to land, buildings, improvements, permanent plantings and any liabilities, based on management’s determination of the relative fair values of such assets and liabilities as of the date of acquisition.

Upon acquisition of real estate, the Company allocates the purchase price of the real estate based upon the fair value of the assets and liabilities acquired, which historically have consisted of land, drainage improvements, irrigation improvements, groundwater, permanent plantings (trees, bushes, shrubs, vines and perennial crops) and grain facilities, and may also consist of intangible assets, including in-place leases, above market and below market leases, and tenant relationships. The Company allocates the purchase price to the fair value of the tangible assets by valuing the land as if it were unimproved. The Company values improvements, including permanent plantings and grain facilities, at replacement cost, adjusted for depreciation. Residual value risk represents the risk that the estimated residual value of leased assets, as determined at lease inception for the Company’s operating leases and finance leases, may not be recoverable upon return of the leased assets to the Company. Management believes this risk is minimal, as a significant portion of the Company’s leased assets consists of land, which has historically appreciated in value.

Management’s estimates of land value are determined based upon various sources including third-party appraisals, our own analysis of recently acquired or developed properties and existing comparable properties in our portfolio, and other market data. Factors considered by management in its analysis of land value include soil types, water availability and the sale prices of comparable farms. Management’s estimates of groundwater value are made using historical information obtained regarding the applicable aquifer. Factors considered by management in its analysis of groundwater value are related to the location of the aquifer and whether or not the aquifer is a depletable resource or a replenishing resource. If the aquifer is a replenishing resource, no value is allocated to the groundwater. The Company includes an estimate of property taxes in the purchase price allocation of acquisitions to account for the expected liability that was assumed.

When above or below market leases are acquired, the Company values the intangible assets based on the present value of the difference between prevailing market rates and the in-place rates measured over a period equal to the remaining term of the lease for above market leases, and the initial term plus the term of any below market fixed rate renewal options for below market leases that are considered bargain renewal options. The above market lease values are amortized as a reduction of rental income over the remaining term of the respective leases. The fair value of acquired below market leases, included in deferred revenue on 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, plus the terms of any below market fixed rate renewal options that are considered bargain renewal options of the respective leases.

The purchase price is allocated to in-place lease values and tenant relationships, if they are acquired, based on the Company’s evaluation of the specific characteristics of each tenant’s lease, availability of replacement tenants, probability of lease renewal, estimated down time and the Company’s overall relationship with the tenant. The value of in-place lease intangibles and tenant relationships are included as an intangible asset and have been amortized over the remaining lease term (including expected renewal periods of the respective leases for tenant relationships) as amortization expense. If a tenant terminates its lease prior to its stated expiration, any unamortized amounts relating to that lease, including above and below market leases, in-place lease values, and tenant relationships, would be recorded to revenue or expense as appropriate.

The Company capitalizes acquisition costs and due diligence costs if the asset is expected to qualify as an asset acquisition. If the asset acquisition is abandoned, the capitalized asset acquisition costs are expensed to acquisition and due diligence costs in the period of abandonment. Costs associated with a business combination are expensed to acquisition and due diligence costs as incurred. During the years ended December 31, 2025 and 2024, the Company incurred an immaterial amount of costs related to acquisition and due diligence.

Total consideration for acquisitions may include a combination of cash and equity securities. When equity securities are issued, the Company determines the fair value of the equity securities issued based on the number of shares or units issued multiplied by the price per share or unit.

Using information available at the time of a business combination, the Company allocates the total consideration to tangible assets and liabilities and identified intangible assets and liabilities. Any residual amount remaining after such allocations is allocated to goodwill. During the measurement period, which may be up to one year from the acquisition date when incomplete information exists as of the respective reporting date, the Company may adjust the preliminary purchase price allocations after obtaining more information about assets acquired and liabilities assumed at the date of acquisition.

Real Estate Sales

The Company recognizes gains (losses) from the sales of real estate assets generally at the time the title is transferred and consideration is received.

Disposition of Subsidiary

In November 2025, the Company sold Murray Wise Associates, LLC (“MWA”), the Company’s auction, brokerage and third-party management business, and its subsidiaries, to Peoples Company of Indianola for aggregate consideration of $5.3 million, including $3.3 million in seller financing. The Company recognized an aggregate gain on sale of $1.0 million.

Liquidity Policy

The Company manages its liquidity position and expected liquidity needs taking into consideration current cash balances, undrawn availability under its lines of credit ($163.6 million as of December 31, 2025), and reasonably expected cash receipts. The business model of the Company, and of real estate investment companies in general, utilizes debt as a structural source of financing. When debt becomes due, it is generally refinanced rather than repaid using the Company’s cash flow from operations. The Company has a history of being able to refinance its debt obligations prior to maturity. Furthermore, the Company also has a substantial portfolio of real estate assets and demonstrated ability to readily sell assets if necessary to fund any immediate liquidity needs. As of December 31, 2025, the Company had $160.8 million of mortgage and other debt against a portfolio of real estate assets with a net book value of $616.3 million.

Real Estate

The Company’s real estate consists of land, groundwater and improvements made to the land consisting of permanent plantings, grain facilities, irrigation improvements, drainage improvements and other improvements. The Company records real estate at cost and capitalizes improvements and replacements when they extend the useful life or improve the efficiency of the asset. Construction in progress includes the costs to build new grain storage facilities and install new pivots, drainage and wells on newly acquired farms. The Company begins depreciating assets when the asset is ready for its intended use.

The Company expenses costs of repairs and maintenance at the time such costs are incurred. The Company computes depreciation and depletion for assets classified as improvements using the straight-line method over their estimated useful lives as follows:

​​​​​​
​ · ​ ​ ​ · Years
Grain facilities10-40​
Irrigation improvements2-40​
Drainage improvements20-65​
Groundwater3-50​
Permanent plantings​13-40​
Other5-40​

The Company periodically evaluates the estimated useful lives for groundwater based on current state water regulations and depletion levels of the aquifers.

When a sale occurs, the Company recognizes the associated gain or loss when all consideration has been transferred, the sale has closed and there is no material continuing involvement. If a sale is expected to generate a loss, the Company first assesses it through the impairment evaluation process—see ‘‘Impairment of Real Estate Assets’’ below.

Impairment of Real Estate Assets

The Company evaluates its tangible and identifiable intangible real estate assets for impairment indicators whenever events such as declines in a property’s operating performance, deteriorating market conditions or environmental or legal concerns bring recoverability of the carrying value of one or more assets into question. If such events are present, the Company projects the total undiscounted cash flows of the asset, including proceeds from disposition, and compares them to the net book value of the asset. If this evaluation 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 estimated fair value of the asset. During the year ended December 31, 2025, the Company recorded impairment in connection with certain properties in the West Coast region that the Company concluded have experienced a loss of value due to crop and water dynamics that are not recoverable in the short- or medium-term. The assets were written down to their estimated fair value based upon a market assessment of similar properties, which included sold comps ranging from $8,400-$72,000 per acre. This is considered a Level 3 measurement under the fair value hierarchy. Level 3 measurements are defined as inputs to the valuation methodology that are unobservable, supported by little or no market activity and are significant to the fair value measurement. As a result, the Company recognized $17.8 million and $0.2 million of impairment on real estate assets in the accompanying financial statements during the years ended December 31, 2025 and 2024, respectively.

Cash and Cash Equivalents

The Company’s cash and cash equivalents at December 31, 2025 and 2024 was held in the custody oftwo andfive financial institutions, respectively, and the Company’s balance at any given financial institution may at times exceed federally insurable limits. We consider highly liquid investments purchased with an original maturity of three months or less, such as money market funds, to be cash equivalents. The Company monitors balances with individual financial institutions to mitigate risks relating to balances exceeding such limits.

Debt Issuance Costs

Costs incurred by the Company in obtaining debt are deducted from the face amount of mortgage notes and bonds payable, net except for those costs relating to the Company’s lines of credit which are recognized as an asset within deferred financing fees, net. Debt issuance costs are amortized using the straight-line method, which approximates the effective interest method, over the terms of the related indebtedness. Any unamortized amounts upon early repayment of mortgage notes payable are written off in the period in which repayment occurs. Fully amortized deferred financing fees are removed from the books upon maturity or repayment of the underlying debt. For more information on the Company’s debt, see “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable”.

Loans and Financing Receivables

Loans and financing receivables are stated at their unpaid principal balance and include unamortized direct origination costs, prepaid interest and accrued interest through the reporting date, less any allowance for losses and unearned borrower paid points. As of

December 31, 2025 and 2024, the Company has two types of loans and financing receivables: loans under the Company’s loan program (the “FPI Loan Program”) and sale-leaseback transactions accounted for as financing receivables.

Loans under the FPI Loan Program: The Company offers a loan program pursuant to which the Company makes loans to landowners with whom we have established relationships and third-party farmers (both tenant and non-tenant) to provide financing for business operations, property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and non-farming business needs. As of each of December 31, 2025 and 2024, the Company hadnine andsix, respectively, notes outstanding under the FPI Loan Program and has designated each of the notes receivable as loans. For loans under the FPI Loan Program, a loan is placed on non-accrual status when management determines, after considering economic and business conditions and collection efforts, that the loan is impaired or collection of interest is doubtful. The accrual of interest on the instrument ceases when there is concern that principal or interest due according to the note agreement will not be collected. Any payment received on such non-accrual loans are recorded as interest income when the payment is received. The loan is reclassified as accrual-basis once interest and principal payments become current. The Company periodically reviews the value of the underlying collateral of farm real estate for the loan receivable and evaluates whether the value of the collateral continues to provide adequate security for the loan. Any uncollectible interest previously accrued is also charged off. As of December 31, 2025 and 2024, we believed the value of the underlying collateral for each of the loans to be sufficient and in excess of the respective outstanding principal and accrued interest and no loans are currently on non-accrual status.

Sale-leaseback Transactions Accounted for as Financing Arrangements: In accordance with ASC 842, for transactions in which the Company enters into a contract to acquire an asset and lease it back to the seller, the Company is required to separately assess the lease classification apart from the other assets. If the lease classification is a sales-type lease, the Company does not recognize the underlying assets but instead recognizes financial assets in accordance with ASC 310 “Receivables.” Accordingly, these transactions are accounted for as financing receivables and are included in loans and financing receivables, net on the accompanying consolidated balance sheets, net of allowance for credit losses.

Current expected credit losses (“CECL”): Under ASC 326, the Company is required to estimate an expected lifetime credit loss. The Company monitors its loans and financing receivables using a CECL methodology which is based upon historical collection experience, collateral values, current trends, long-term probability of default (“PD”) and estimated loss given default (“LGD”). This approach calculates impairment by multiplying the PD (probability the asset will default within a given timeframe) by the LGD (percentage of the asset not expected to be collected due to default). The PD and LGD are estimated using average historical default rates of a company with similar credit risk factors to the Company’s tenant where practical. Accrued interest write-offs are recognized as credit loss expense. The CECL allowance is recorded as a reduction to loans and financing receivables, net on the accompanying consolidated balance sheets. The CECL allowance is updated on a quarterly basis with the resulting change being recorded in the consolidated statements of operations for the relevant period. Charge-offs are deducted from the allowance in the period in which they are deemed uncollectible. Recoveries previously written off are recorded when received.

Deferred Offering Costs

Deferred offering costs include incremental direct costs related to regulatory, legal, accounting and professional service costs incurred by the Company in connection with proposed or actual offerings of securities. At the completion of a securities offering, the deferred offering costs are charged ratably as a reduction of the gross proceeds of equity as stock is issued. If an offering is abandoned, the previously deferred offering costs will be charged to operations in the period in which the offering is abandoned. The Company incurred $0.0 million and less than $0.1 million in offering costs during the years ended December 31, 2025 and 2024, respectively. As of each of December 31, 2025 and 2024, the Company had $0.0 million in deferred offering costs associated with proposed or completed offerings of securities, net of amortization, remaining on the balance sheet.

Assets Held for Sale

The Company determines whether certain assets meet the criteria of assets held for sale in accordance with ASC Topic 360, “Property, Plant, and Equipment.” These assets are measured at the lower of (i) the carrying value and (ii) the fair value of the assets, less costs to sell. The Company determines fair value based on the three-level valuation hierarchy for fair value measurement. Effective with the designation of the assets as held for sale, the Company suspends recording depreciation of the assets, resulting in a decrease in depreciation during the period. As of December 31, 2025 and 2024, the Company had $0.0 million and less than $0.1 million, respectively, classified as held for sale within the accompanying consolidated balance sheets.

Accounts Receivable

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The Company records an allowance for doubtful accounts, reducing the receivables balance to an amount that it estimates is collectible from our customers. Estimates used in determining the allowance for doubtful accounts are based on historical collection experience, current trends, aging of accounts receivable and periodic credit evaluations of the Company’s customers’ financial condition. The Company creates an allowance for accounts receivable when it becomes apparent, based upon age or customer circumstances, that an amount may not be collectible, such that all current expected losses are sufficiently reserved for at each reporting period. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts. The allowance for doubtful accounts was less than $0.1 million as of each of December 31, 2025 and 2024. An allowance for doubtful accounts is recorded on the Consolidated Statements of Operations as a reduction to rental revenue if in relation to revenues recognized in the year, or as property operating expenses if in relation to revenue recognized in the prior years.

Inventory

Inventory consists of costs related to crops grown on farms directly operated by the TRS and is separated into growing crop inventory, harvested crop inventory or general inventory, as appropriate. Inventory is stated in the consolidated balance sheets at the lower of cost or net realizable value.

Growing crop inventory consists of costs allocated to crops that have not yet been harvested, primarily costs related to land preparation, cultivation, irrigation and fertilization. Growing crop inventory is charged to cost of products sold when the related crop is harvested and sold.

Harvested crop inventory consists of costs accumulated both during the growing and harvesting phases and allocated to harvested crops. Harvested crop inventory is stated at the lower of accumulated costs or estimated net realizable value, which is the market price of the harvested crops, based upon the nearest market in the geographic region, less any cost of disposition. Cost of disposition includes broker’s commissions, freight and other marketing costs.

General inventory, such as fertilizer, seeds and pesticides, is valued at the lower of cost or net realizable value.

As of December 31, 2025 and 2024, inventory consisted of the following:

​​​​​​​
(in thousands) · ​ ​ ​ · December 31, 2025 · ​ ​ ​ · December 31, 2024
Harvested crop​$83​$414
Growing crop​​2,233​​2,245
​​$2,316​$2,659

Equity Method Investments

On January 20, 2021, the Company entered into property sale and long-term management agreements with Promised Land Opportunity Zone Farms I, LLC (the “OZ Fund”), a private investment fund focused on acquiring and improving farmland in qualified opportunity zones in the United States, as designated under U.S. tax provisions enacted in 2017. As consideration for 10 farms sold to the OZ Fund in March 2021, the Company received approximately $2.4 million in convertible notes receivable, which, in addition to the accrued interest thereon, was converted into membership interests in the OZ Fund at the Company’s election in July 2021. The OZ Fund will exist until an event of dissolution occurs, as defined in the limited liability company agreement of the OZ Fund (the “Fund Agreement”). Under the Fund Agreement, the manager of the OZ Fund may call for additional capital contributions from its members to fund expenses, property acquisitions and capital improvements in accordance with each members’ funding ratio. The Company’s capital contributions are capped at $4.3 million.

Under the Fund Agreement, any available cash, after the allowance for the payment of all obligations, operating expenses and capital improvements, is distributed to the members at least annually. For each fiscal year, net income or loss is allocated to the members pro rata in accordance with their percentage interest.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in the acquisition of a business. Goodwill is not amortized, but rather is tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value of a reporting unit with goodwill has been reduced below its carrying value. The impairment test requires allocating goodwill and other assets and liabilities to reporting units. The fair value of each reporting unit is determined and compared to the carrying value of the reporting unit. The fair value is calculated using the expected present value of future cash flows method. Significant assumptions used in the cash flow forecasts include future cash flows, discount rates and future capital requirements. If the fair value of the reporting unit is less than the carrying value, including goodwill, the excess of the book value over the fair value of goodwill is charged to net income as an impairment expense. During the years ended December 31, 2025 and 2024, the Company didnot incur any impairment charges related to goodwill.

Amortization of intangible assets with definite lives is calculated using the straight-line method, which is reflective of the benefit pattern in which the estimated economic benefit is expected to be received over the estimated useful life of the intangible asset. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the intangible asset may not be recoverable. If the sum of the expected undiscounted future cash flows related to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. Trade names and trademarks have an indefinite life and, therefore, are not subject to amortization, but rather are tested for impairment annually in the fourth quarter and when events or changes in circumstances indicate that the fair value is below its carrying value. During the years ended December 31, 2025 and 2024, the Company recorded impairment of $0.0 million and $0.6 million, respectively, on intangible assets. Customer relationships are subject to amortization and are amortized over a period of 10 to 12 years. During the years ended December 31, 2025 and 2024, the Company recorded amortization of customer relationships of less than $0.1 million for each period.

In November 2025, the Company sold MWA, the Company’s auction, brokerage and third-party management business, and its subsidiaries. As a result of the sale, the Companyno longer had goodwill orintangible assets as of December 31, 2025.

Income Taxes

As a REIT, the Company is permitted to deduct dividends, for income tax purposes, paid to its stockholders, thereby eliminating the U.S. federal taxation of income represented by such distributions at the Company level, provided certain requirements are met. REITs are subject to a number of organizational and operational requirements. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax (including, for periods prior to 2023, any applicable alternative minimum tax) on its taxable income at regular corporate tax rates. The Company recorded income tax benefit totaling less than $0.1 million and less than $(0.1) million, respectively, for the years ended December 31, 2025 and 2024.

The Operating Partnership leases certain of its farms to the TRS, which is subject to federal and state income taxes. The TRS accounts for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for temporary differences between the financial reporting basis of assets and liabilities and their respective income tax basis and for operating loss, capital loss and tax credit carryforwards based on enacted income tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not they will be realized on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. There was $(0.4) million in taxable income (loss) from the TRS for each of the years ended December 31, 2025 and 2024.

The Company performs 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 when examined by taxing authorities is more-likely-than-not to be sustained on review and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. At December 31, 2025, the Company did not identify any uncertain tax positions. The Company did not identify any uncertain tax positions related to the 2024 open tax year.

When the Company acquires a property in a business combination, the Company evaluates such acquisition for any related deferred tax assets or liabilities and determines if a deferred tax asset or liability should be recorded in conjunction with the purchase price allocation. If a built-in gain is acquired, the Company evaluates the required holding period (generally 5 years) and determines if it has

the ability and intent to hold the underlying assets for the necessary holding period. If the Company has the ability to hold the underlying assets for the required holding period, no deferred tax liability is recorded with respect to the built-in gain. The Company determined thatno deferred tax asset or liability should be recorded as a result of any acquisitions that it undertook during the years ended December 31, 2025 and 2024.

Fair Value

The Company is required to disclose fair value as further explained in “Note 6—Notes Receivable”, “Note 7—Mortgage Notes, Lines of Credit and Bonds Payable” and “Note 10—Hedge Accounting”. Financial Accounting Standards Board (“FASB”)’s ASC 820-10 establishes a three-level hierarchy for the disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

●Level 1—Inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.
●Level 2—Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable or can be substantially corroborated for the asset or liability, either directly or indirectly.
●Level 3—Inputs to the valuation methodology are unobservable, supported by little or no market activity and are significant to the fair value measurement.

Hedge Accounting

ASC 815 requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the consolidated statements of operations during the reporting period.

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, duration and interest rate exposure of its funding. The Company may also use interest rate derivative financial instruments, namely interest rate swaps.

The Company may enter into marketing contracts to sell commodities. Derivatives and hedge accounting guidance requires a company to evaluate these contracts to determine whether the contracts are derivatives. Certain contracts that meet the definition of a derivative may be exempt from derivative accounting if designated as normal purchase or normal sales. The Company evaluates all contracts at inception to determine if they are derivatives and if they meet the normal purchase and normal sale designation requirements.

The Company has in place one interest rate swap agreement with Rabobank to add stability to interest expense and to manage its exposure to interest rate movements. This agreement qualifies as a cash flow hedge and is actively evaluated for ongoing effectiveness (see “Note 10—Hedge Accounting”). The entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of stockholders’ equity in the Company’s consolidated balance sheets.

Additionally, the Company assesses whether the derivative used in its hedging transaction is expected to be highly effective in offsetting changes in the fair value or cash flows of the hedged item. The Company discontinues hedge accounting when it is determined that a derivative has ceased to be or is not expected to be highly effective as a hedge, and then reflects changes in fair value of the derivative as gain or loss, as applicable, in the consolidated statements of operations during reporting periods after such determination.

Segment Reporting

The majority of the Company’s revenue is derived from owning and managing properties leased to tenants. All assets and operations of the Company are located in the United States. The Company’s chief operating decision makers (“CODMs”) (Paul Pittman, Executive Chairman, and Luca Fabri, President and Chief Executive Officer) do not evaluate performance on a farm-specific or transactional basis and do not distinguish the Company’s principal business or group its operations on a geographical basis for purposes of measuring

performance. Accordingly, the Company has identified asingle operating segment which is the entire entity for reporting purposes in accordance with GAAP and no aggregation of segments is required.

The CODMs assess performance and make decisions regarding the allocation of resources on a consolidated basis using Adjusted Funds from Operations (“AFFO”) and AFFO per share. The CODMs use AFFO and AFFO per share to monitor budget versus actual results and evaluate performance of the segment in deciding whether to repay indebtedness, repurchase shares, fund and maintain our assets and operations, acquire new properties that we believe are accretive to long-term value creation, make distributions to our stockholders and unitholders, and fund other general business needs.

As the single operating segment is the Company in its entirety and the accounting policies for this segment are the same as the Company’s accounting policies described above, there are no differences between the measurements of the Company’s single operating segment and the consolidated financial statements. Therefore, information about the profit or loss, assets, investments, expenditures and all other significant items of the Company’s single reportable segment can be found on the Company’s consolidated financial statements or in the reconciliation of net income (loss) to AFFO and AFFO per share below. In addition, there are no changes from prior periods in the measurement methods used to determine segment information.

The following table sets forth a reconciliation of net income (loss) to FFO, AFFO and net income (loss) available to common stockholders per share to AFFO per share, fully diluted, the most directly comparable GAAP equivalents, respectively, for the periods indicated below:

​​​​​​​
​ · ​ · For the years ended December 31,
(in thousands except per share amounts) · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Net income​$32,172​$61,450
(Gain) on disposition of assets, net​​(35,864)​​(54,148)
Depreciation, depletion and amortization​4,168​​5,588
Impairment of assets​17,821​​790
FFO (1)​$18,297​$13,680
​​​​​​​
Stock-based compensation​2,156​​1,963
Real estate related acquisition and due diligence costs​​2​​28
Distributions on Series A Preferred Units​​(2,583)​​(2,970)
Severance expense​​—​​1,373
AFFO (1)​$17,872​$14,074
​​​​​​​
AFFO per diluted weighted average share data:​​​​​​
​​​​​​​
AFFO weighted average common shares​45,537​49,127
​​​​​​​
Net income available to common stockholders of Farmland Partners Inc.​$0.65​$1.19
Income available to redeemable non-controlling interest and non-controlling interest in operating partnership​​0.060.07
Depreciation, depletion and amortization​0.09​0.11
Impairment of assets​0.39​0.02
Stock-based compensation​0.05​0.04
(Gain) on disposition of assets, net​​(0.79)​​(1.10)
Distributions on Series A Preferred Units​(0.06)​​(0.07)
Severance expense​​0.00​​0.03
AFFO per diluted weighted average share (1)​$0.39​$0.29

(1) The year ended December 31, 2025 included approximately$1.0 million of income as a result of a solar lease arrangement with a tenant. The year ended December 31, 2024 includes approximately$1.2 million of income from forfeited deposits due to the termination of a repurchase agreement.

For more information about the Company’s revenue disaggregated by source and major customers, please refer to Note 2—Revenue Recognition and Note 3—Concentration Risk, respectively.

Earnings Per Share

Basic earnings per share is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, excluding the weighted average number of unvested restricted shares (“participating securities” as defined in “Note 9—Stockholders’ Equity and non-controlling Interests”). Diluted earnings per share is

calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, plus other potentially dilutive securities such as stock grants or shares that would be issued in the event that Common units are redeemed for shares of common stock of the Company. No adjustment is made for shares that are anti-dilutive during a period.

Non-controlling Interests

The Company’s non-controlling interests are interests in the Operating Partnership not owned by FPI. The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are contingently redeemable solely for cash (unless stockholder approval is obtained to redeem for shares of common stock)one year after issuance or deemed probable to eventually become redeemable and which have redemption features outside of its control, as redeemable non-controlling interests in the mezzanine section of the consolidated balance sheets. The amounts reported for non-controlling interests on the Company’s Consolidated Statements of Operations represent the portion of income or losses not attributable to the Company.

Stock Based Compensation

From time to time, the Company may award non-vested shares under the Company’s Fourth Amended and Restated 2014 Equity Incentive Plan (the “Plan”) as compensation to officers, employees, non-employee directors and non-employee consultants (see “Note 9—Stockholders’ Equity and Non-controlling Interests”). The shares issued to officers, employees, and non-employee directors vest over a period of time as determined by our Board of Directors at the date of grant. The Company recognizes compensation expense for non-vested shares granted to officers, employees and directors on a straight-line basis over the requisite service period based upon the fair value of the shares on the date of grant, as adjusted for forfeitures. The Company recognizes expense related to non-vested shares granted to non-employee consultants over the period that services are received.

Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Among other things, these amendments require that public business entities on an annual basis (i) disclose specific categories in the rate reconciliation, and (ii) 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 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual basis (i) the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes, (ii) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received), (iii) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and (iv) income tax expense (benefit) from continuing operations disaggregated by federal, state, and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. The Company is in the process of assessing the effect of this update on the consolidated financial statement disclosures.

The FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (Subtopic 220-40) in November 2024. The purpose of the ASU is to improve the disclosures about an entity’s expenses and to address requests from investors for more transparent information about certain types of expenses (including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion) included within expense captions presented on the face of the income statement (such as cost of sales, SG&A, and research and development). The new standard requires these disclosures to be presented in tabular format within the notes to the financial statements and does not change the requirements for the presentation of expenses on the face of the income statement. The ASU is effective for public business entities for annual periods beginning after December 15, 2026. The Company is in the process of assessing the effect of this update on the consolidated financial statement disclosures.

Note 2—Revenue Recognition

Fixed Rent: The majority of the Company’s leases provide for rent payments on an entirely or partially fixed basis. For the majority of its fixed farm rent leases, the Company receives at least 50% of the annual lease payment from tenants before crops are planted,

generally during the first quarter of the year, with the remaining 50% of the lease payment due in the second half of the year generally after the crops are harvested. Rental income is recorded on a straight-line basis over the lease term. Certain of the Company’s leases provide for tenants to reimburse the Company for property taxes and other expenses. These tenant reimbursements and rent payments are treated as a single lease component because the timing and pattern of revenue recognition is the same. This means that rental income is equal in all periods of the lease, calculated by adding all expected lease payments (including increases within the lease) and dividing by the number of periods, despite the cash rents being received in lump sums at the specific times as described above. The lease term generally considers periods when a tenant: (1) may not terminate its lease obligation early; (2) may terminate its lease obligation early in exchange for a fee or penalty that the Company considers material enough such that termination would not be probable; (3) possesses renewal rights and the tenant’s failure to exercise such rights imposes a penalty on the tenant material enough such that renewal appears reasonably certain; or (4) possesses bargain renewal options for such periods. Payments received in advance are included in deferred revenue until they are earned.

Variable Rent: Certain of the Company’s leases provide for a rent payment determined as a percentage of the gross farm proceeds in their entirety or above a certain threshold. Revenue under leases providing for variable rent may be recorded at the guaranteed crop insurance minimums and recognized ratably over the lease term during the crop year. Upon notification from the grain or packing facility that a future contract for delivery of the harvest has been finalized or when the tenant has notified the Company of the total amount of gross farm proceeds, revenue is recognized for the excess of the actual gross farm proceeds and the previously recognized minimum guaranteed insurance.

Fixed Rent and Variable Rent: Certain of the Company’s leases provide for a minimum fixed rent plus variable rent based on gross farm revenue.

The following table presents rental income that is disaggregated by revenue source for the years ended December 31, 2025 and 2024:

​​​​​​​
​ · ​ · For the years ended
​ · ​ · December 31,
(in thousands) · ​ ​ ​ · 2025 · ​ ​ ​ · ​ · 2024
Fixed Farm Rent​$19,458​$32,236
Solar, Wind and Recreation Rent​​2,747​​2,617
Tenant Reimbursements​2,343​2,714
Variable Rent​11,381​9,552
​​$35,929​$47,119

The Company’s leases generally have terms ranging fromone tothree years, with some extending up to 40 years (e.g., renewable energy leases). Payments received in advance are included in deferred revenue until they are earned. As of each of December 31, 2025 and 2024, the Company had $1.2 million in deferred revenue.

The majority of the Company’s revenue is derived from rental income. The Company elected an accounting policy to account for both its lease and non-lease components (specifically, tenant reimbursements) as a single lease component under ASC 842, Lease Accounting.

The following sets forth a summary of rental income recognized during the years ended December 31, 2025 and 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​
​Rental income recognized
​ · ​ · For the years ended
​ · ​ · December 31,
(in thousands) · ​ ​ ​ · 2025 · ​ ​ ​ · ​ · 2024
Leases in effect at the beginning of the year​$33,746​$40,978
Leases entered into during the year​2,183​6,141
​​$35,929​$47,119

Future minimum fixed rent payments from tenants under all non-cancelable leases in place as of December 31, 2025, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, for each of the next five years and thereafter as of December 31, 2025 are as follows:

​​​​​​​
(in thousands) · ​ · ​ · ​ ​ ​ · ​ · Future rental
Year Ending December 31, · ​ · ​ · ​ · ​ · payments
2026​​​​$19,626
2027​​​​​12,186
2028​​​​4,260
2029​​​​​3,758
2030​​​​​3,559
Thereafter​​​​​37,534
​​​​​$80,923

Since lease renewal periods are exercisable at the option of the lessee, the preceding table presents future minimum lease payments due during the initial lease term only.* *

Crop Sales: For farms directly operated through the TRS, the Company records revenue from the sale of harvested crops when the harvested crop has been contracted to be delivered to a grain or packing facility and title has transferred. Revenues from the sale of harvested crops recognized for the years ended December 31, 2025 and 2024 were $5.5 million and $5.0 million, respectively. The cost of harvested crops sold was $4.6 million and $3.9 million for the years ended December 31, 2025 and 2024, respectively. Harvested crops are recorded using the market price at the date the harvested crop is delivered to the grain or packing facility and title has transferred.

*Other Revenue:*Other revenue includes crop insurance proceeds, auction fees, brokerage fees, interest income, and property management income. In November 2025, we sold MWA to a third party, and therefore no longer provide auction, brokerage and property management services. Crop insurance proceeds are recognized when the amount is determinable and collectible. Crop insurance proceeds are generally received in lieu of crop sales on farms directly operated through the TRS. The Company generated auction revenue by contracting with a real estate owner to market and auction farm property. Successful bidders signed a purchase agreement immediately following the auction. Auction fee revenue was recognized upon completion of the auction. The Company generated real estate brokerage commissions by acting as a broker for real estate investors or owners seeking to buy or sell farm property. Revenue from brokerage fees was recognized upon completion of the transaction. Property management revenue was recognized over the term of the contract as services were being provided. The Company collected property management fees in advance of the commencement of property management activities on behalf of third parties and included them in deferred revenue until they were earned over the life of the contract. Interest income is recognized on loans and financing receivables on an accrual basis over the life of the loans. Direct origination costs are netted against loan origination fees and are amortized over the life of the note using the straight-line method, which approximates the effective interest method, as an adjustment to interest income which is included as a component of other revenue in the Company’s Consolidated Statements of Operations for the years ended December 31, 2025 and 2024.

The following table presents other revenue that is disaggregated by revenue source for the years ended December 31, 2025 and 2024:

​​​​​​​
​ · ​ · For the years ended
​ · ​ · December 31,
(in thousands) · ​ ​ ​ · 2025 · ​ ​ ​ · ​ · 2024
Auction and brokerage fees​$332​$1,382
Crop insurance proceeds​​583​​821
Property management income​793​1,009
Interest income​​5,943​2,315
Amortization of points income​​2,522​​341
Other​555​212
​​$10,728​$6,080

Note 3—Concentration Risk

Credit Risk

For the years ended December 31, 2025 and 2024, the Company had certain tenant concentrations as presented in the table below. If a significant tenant, representing a tenant concentration, fails to make rental payments to the Company or elects to terminate its leases, and the land cannot be re-leased on satisfactory terms, there may be a material adverse effect on the Company’s financial performance and the Company’s ability to continue operations. The following is a summary of our significant tenants:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Rental income recognized · ​ ​ ​ · Approximate % of rental income · ​
​ · For the years ended December 31, · ​ ​ ​ · For the years ended December 31, · ​
($ in thousands) · 2025 · ​ · 2024 · ​ ​ ​ · 2025 · ​ · 2024 · ​
Tenant A (1)$11,985​$10,309​​33.4%​21.9%
Tenant B$3,672​​N/A​​10.2%​N/A​
(1)The Company has numerous permanent crop leases with a major farming entity located in California.

N/A = Revenue not 10% or greater of rental income for the period noted above

Geographic Risk

The following table summarizes the percentage of approximate total acres owned as of December 31, 2025 and 2024, and the fixed and variable rent recorded by the Company for the years then ended by location of the farm:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Approximate % · ​ · ​ · Rental Income (1)
​ · ​ · of total acres · ​ · ​ · For the years ended · ​
​ · ​ · As of December 31, · ​ · ​ · December 31, · ​
Location of Farm (2) · ​ ​ ​ · 2025 · ​ ​ ​ · ​ · 2024 · ​ ​ ​ · ​ · 2025 · ​ ​ ​ · ​ · 2024
Corn Belt​51.1%​45.2%​45.8%​40.3%
Delta and South​10.5%​9.6%​2.4%​8.4%
High Plains​10.3%​22.3%​5.3%​6.0%
Southeast​14.2%​10.9%​2.3%​15.7%
West Coast​13.9%​12.0%​44.2%​29.6%
​​100.0%​100.0%​100.0%​100.0%
(1)Due to regional disparities in the use of leases with variable rent and seasonal variations in the recognition of variable rent revenue, regional comparisons by rental income are more relevant for full years than quarters or partial years.
(2)Corn Belt includes farms located in Illinois, Indiana, Missouri and eastern Nebraska. Delta and South includes farms located in Arkansas and Louisiana. High Plains includes farms located in Colorado and Texas. Southeast includes farms located in South Carolina and West Virginia. West Coast includes farms located in California.

Note 4—Related Party Transactions

The Company did not have any related party transactions during the years ended December 31, 2025 and 2024.

Note 5—Real Estate

During the year ended December 31, 2025, the Company completed acquisitions ofsix properties in the Corn Belt region. Aggregate cash consideration for these acquisitions totaled $7.3 million. No intangible assets were acquired through these acquisitions.

During the year ended December 31, 2024, the Company completed acquisitions consisting offour properties in the Corn Belt and Delta and South regions. Aggregate cash consideration for these acquisitions totaled $17.9 million. No intangible assets were acquired through these acquisitions.

During the year ended December 31, 2025, the Company completed dispositions of 60 properties in the Corn Belt, Delta and South, High Plains and West Coast regions. The Company received $90.2 million in aggregate consideration, including $2.1 million in seller financing, and recognized an aggregate net gain on sale of $34.9 million. Of the 60 property dispositions, the Company exchanged 23 properties for the redemption and cancellation of 31,000 Series A preferred units (see “Note 9—Stockholders’ Equity and Non-controlling Interests” for additional discussion). In addition, in November 2025, the Company sold MWA, the Company’s auction, brokerage and third-party management business, and its subsidiaries (see “Note 1—Organization and Significant Accounting Policies— Disposition of Subsidiary”).

During the year ended December 31, 2024, the Company completed dispositions consisting of 54 properties in the Corn Belt, Delta and South, High Plains and Southeast regions. The Company received $312.0 million in aggregate consideration, and recognized an aggregate net gain on sale of $54.1 million. This gain includes $2.1 million in connection with dispositions of certain properties with seller financing sold in 2023, for which the gain was deferred until the Company collected the seller financing in 2024. On October 16, 2024,46 of the 54 properties disposed of during the year, comprising 41,554 acres, were sold to Farmland Reserve, Inc., a Utah nonprofit corporation and an unrelated party, for total consideration of $289.0 million. The carrying amounts of the major classes of assets included in the disposal group as of the disposal date were as follows:

​​​​
​ · ​ · October 16,
($ in thousands) · ​ · 2024
Land, at cost​$223,963
Grain facilities​4,654
Irrigation improvements​11,836
Drainage improvements​2,072
Other​​693
Construction in progress​18
Real estate, at cost​243,236
Less accumulated depreciation​(5,016)
Total real estate, net​238,220

The Company recognized a gain of $49.0 million on the sale of the portfolio, which is presented in (Gain) on disposition of assets, net in the Company’s Consolidated Statement of Operations. It is included within continuing operations in accordance with ASC 360-10-45-5. The net income before income tax benefit attributable to thedisposed portfolio for the years ended December 31, 2024 (through the date of sale) was $8.5 million. The net income attributable to the Company (after non-controlling interests) for the years ended December 31, 2024 (through the date of sale) was $8.3 million.

Note 6—Loans and Financing Receivables

The Company offers a loan program pursuant to which the Company makes loans to landowners with whom we have established relationships and third-party farmers (both tenant and non-tenant) to provide financing for business operations, property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and non-farming business needs. The Company seeks to make loans that are collateralized by farm real estate or growing crops and in principal amounts of $1.0 million or more at fixed interest rates with maturities of up tosix years. The Company expects the borrower to repay the loans in accordance with the loan agreements based on farming operations and access to other forms of capital, as permitted.

In addition to loans made under the FPI Loan Program, the Company, on certain occasions, makes short-term loans to tenants secured by collateral other than real estate, such as growing crops, equipment or inventory, when the Company believes such loans will ensure the orderly completion of farming operations on a property owned by the Company for a given crop year and other credit is not available to the borrower.

On November 18, 2022, the Company acquired land and buildings forfour agriculture equipment dealerships in Ohio leased to Ag Pro (the seller), under the John Deere brand. In accordance with ASC 842, Lease Accounting, control is not considered to have transferred to the Company under GAAP and these transactions are accounted for as financing arrangements under ASC 310, Receivables, rather than as investments in real estate subject to operating leases. The leases mature in November 2037 and contain renewal options for periods up to 20 years from the original maturity date. The discount rate used for the transactions was 6.15%.

On December 18, 2024, the Company purchased a property in West Virginia in a sale leaseback transaction containing a repurchase option. The Company determined that the repurchase option is reasonably certain to be exercised and, therefore, the transaction meets

the definition of a sales type-lease and is accounted for as a financing arrangement. The lease matures on December 31, 2029. The discount rate used for the transaction was 10.0%.

On December 5, 2025 the Company acquired a property in Virginia in a sale leaseback transaction. The transaction meets the definition of a sales type-lease and is accounted for as a financing arrangement under ASC 310, Receivables, as a result of a repurchase obligation. The lease matures in April 2026. The discount rate used for the transaction was 12.0%.

As of December 31, 2025 and 2024, the Company held the following loans and financing receivables:

​​​​​​​​​​​​​​​
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Outstanding as of · ​ · Maturity
Loan · ​ ​ ​ · Terms · ​ ​ ​ · December 31, 2025 · ​ ​ ​ · December 31, 2024 · ​ ​ ​ · Date
Loans under FPI Loan Program:​​​​​​​​​​​​​​
Mortgage Note (1)​Principal & interest due at maturity​​​​​$—​$207​12/7/2028
Mortgage Note (2)​Principal due at maturity & interest due quarterly​​​​​​1,842​​1,842​3/4/2026
Mortgage Note (3)​Principal due at maturity & interest due quarterly​​​​​​1,800​​1,800​11/17/2028
Mortgage Note (4)​Principal due at maturity & interest due monthly​​​​​​—​​500​7/31/2025
Mortgage Note (5)​Principal due at maturity & interest due monthly​​​​​​21,121​​22,000​9/30/2026
Mortgage Note (5)​Principal due at maturity & interest due monthly​​​​​​5,402​​6,380​9/30/2026
Mortgage Note (5)​Principal due at maturity & interest due monthly​​​​​​4,000​​—​9/30/2026
Mortgage Note (6)​Principal due at maturity & interest due monthly​​​​​​2,100​​—​6/15/2026
Mortgage Note (7)​Principal due at maturity & interest due quarterly​​​​​​2,716​​—​4/1/2027
Mortgage Note (8)​Principal due at maturity & interest due monthly​​​​​​3,250​​—​11/15/2030
Mortgage Note (5)​Principal & interest due at maturity​​​​​​2,350​​—​9/30/2026
Total outstanding principal​​​​​​​​44,581​​32,729​​
Sale-leaseback transactions accounted for as financing arrangements:​​​​​​​​​​​
Financing Receivable, net (9)​Monthly payments in accordance with lease agreement​​​​​​6,397​​5,947​11/17/2037
Financing Receivable, net (9)​Monthly payments in accordance with lease agreement​​​​​​4,496​​4,497​11/17/2037
Financing Receivable, net (9)​Monthly payments in accordance with lease agreement​​​​​​3,567​​3,565​11/17/2037
Financing Receivable, net (9)​Monthly payments in accordance with lease agreement​​​​​​3,224​​3,231​11/17/2037
Financing Receivable, net (10)​Monthly payments in accordance with lease agreement​​​​​​7,411​​7,826​12/31/2029
Financing Receivable, net (11)​Monthly payments in accordance with lease agreement​​​​​​15,130​​—​4/4/2026
Total financing receivable​​​​​​​​40,225​​25,066​​
Interest receivable (net of unamortized points)​​​​​​​​(2,416)​​(2,209)​​
Allowance for credit losses​​​​​​​​(2,158)​​(281)​​
Provision for interest receivable​​​​​​​​—​​—​​
Total Loans and financing receivables, net​​​​​​​$80,232​$55,305​​
1)The original note was renegotiated and a second note was entered into simultaneously with the borrower during the three months ended March 31, 2017. The note is secured against farmland properties. The note was repaid in full in March 2025.
2)On March 3, 2022, the Company entered into two loans with the same party secured against farmland.
3)On November 17, 2023, the Company entered into a loan agreement secured by farmland in connection with a property disposition.
4)On December 28, 2023, the Company entered into a loan agreement secured by farmland and a feedlot in connection with a property disposition. This loan was repaid in full upon maturity.
5)On October 29, 2024, December 20, 2024, and April 17, 2025, the Company entered into loan agreements with the same party secured against certain properties. On December 5, 2025, the Company amended the existing loans and entered into an additional loan agreement.
6)On February 4, 2025, the Company entered into a loan agreement secured by farmland in connection with a property disposition.
7)On March 28, 2025, the Company entered into a loan agreement secured by farmland.
8)On November 15, 2025, the Company entered into a loan agreement whereby the Company has a security interest in all revenues and other amounts under certain contracts in connection with the disposition of MWA.
9)On November 18, 2022, the Company acquired land and buildings for four agriculture equipment dealerships in Ohio, accounted for as financing transactions. In addition, the Company purchased a parking lot adjacent to one of the dealerships in April 2025. The leases may be extended beyond the stated maturity date, for up to an additional 20 years, at the option of the tenant.
10)On December 18, 2024, the Company entered into a sale leaseback transaction accounted for as a financing transaction, with a lease term of five years.
11)On December 5, 2025 the Company entered into a sale leaseback transaction accounted for as a financing transaction. The lease expires in April 2026.

Loans and financing receivables are stated at their unpaid principal balance and include unamortized direct origination costs and accrued interest through the reporting date, less any allowance for losses and unamortized borrower paid points. The Company monitors its receivables based upon historical collection experience, collateral values, current trends, long-term probability of default (“PD”) and estimated loss given default (“LGD”). Accrued interest write-offs are recognized as credit loss expense. The Company has estimated its credit losses on its loan balances in accordance with ASC 326, Financial Instruments—Credit Losses, to be $1.9 million and less than $0.1 million as of December 31, 2025 and 2024, respectively. Additionally, the Company has recorded an allowance for credit losses on its financing receivables of $0.2 million and $0.2 million as of December 31, 2025 and 2024, respectively. The Company recorded credit loss expense related to receivables of $1.9 million and $0.0 million during the years ended December 31, 2025 and 2024,

respectively. There wereno charge-offs during the years ended December 31, 2025 and 2024 and less than $0.1 million in recoveries during each of the years ended December 31, 2025 and 2024.

The following tables detail the allowance for credit losses as of December 31, 2025 and 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2025 · ​
($ in thousands) · ​ · Amortized Cost · ​ · Allowance · ​ · Loans and financing receivables, net · ​ · Allowance as a %of Amortized Cost · ​
Loans under FPI Loan Program​$42,165​$(1,926)​$40,239​​4.57%
Financing Receivables​​40,225​​(232)​​39,993​​0.58%
Totals​$82,390​$(2,158)​$80,232​​2.62%
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024 · ​
($ in thousands) · ​ · Amortized Cost · ​ · Allowance · ​ · Loans and financing receivables, net · ​ · Allowance as a %of Amortized Cost · ​
Loans under FPI Loan Program​$30,520​$(49)​$30,471​​0.16%
Financing Receivables​​25,066​​(232)​​24,834​​0.93%
Totals​$55,586​$(281)​$55,305​​0.51%

The following chart reflects the roll-forward of the allowance for credit losses for our loans and financing receivables for the years ended December 31, 2025 and 2024:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Years ended December 31,
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2025 · ​ · 2024
Balance at beginning of period​​​​​​​$(281)​$(168)
Initial allowance for financing receivables​​​​​​​​—​​(140)
Initial allowance for loan receivables​​​​​​​​(1,926)​​—
Current period change in credit allowance​​​​​​​​—​​10
Charge-offs​​​​​​​​—​​—
Recoveries​​​​​​​​49​​17
Balance at end of period​​​​​​​$(2,158)​$(281)

A reconciliation of the gross carrying amount of loans receivable and financing receivables for the years ended December 31, 2025 and 2024 is set out below:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Years ended December 31,
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2025 · ​ · 2024
Balance at beginning of year​​​​​​​$57,795​$31,128
Additions during year:​​​​​​​​​​​​
Issuance of loans and financing receivables​​​​​​​​30,309​​35,823
Interest accrued on financing receivables​​​​​​​​1,959​​1,116
Origination fees included in notes receivable​​​​​​​​2,941​​2,595
​​​​​​​​​93,004​​70,662
Deductions during year:​​​​​​​​​​​​
Collections of principal on loans​​​​​​​​5,976​​11,835
Payments on financing receivables​​​​​​​​2,222​​1,032
Balance at end of year​​​​​​​$84,806​$57,795

The collateral for the mortgage notes receivable consists of real estate and personal property.

The Company estimates the fair value of loans and financing receivables using Level 3 inputs under the hierarchy established by GAAP. Fair value is estimated by discounting cash flows using interest rates based on management’s estimates of market interest rates on loans receivable with comparable terms and credit risk whenever the interest rates on the loans receivable are deemed not to be at market rates. The fair value for financing receivables does not take into consideration any residual value upon the end of the lease term. As of December 31, 2025 and 2024, the estimated fair value of the loans and financing receivables was $76.8 million and $48.7 million, respectively.

Note 7—Mortgage Notes, Lines of Credit and Bonds Payable

As of December 31, 2025 and 2024, the Company had the following indebtedness outstanding:

​​​​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Book
​ · ​ · ​ · ​ · Annual · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Value of
($ in thousands) · ​ · Interest · ​ · ​ · ​ · ​ · ​ · Principal · ​ · ​ · ​ · Collateral
​ · ​ · ​ · ​ · Rate as of · ​ · ​ · ​ · Next · ​ · Outstanding as of · ​ · ​ · ​ · as of
​ · ​ · Interest · ​ · December 31, · ​ · Interest Rate · ​ · Adjustment · ​ · December 31, · ​ · December 31, · ​ · Maturity · ​ · December 31,
Loan · ​ · Payment Terms · ​ · 2025 · ​ · Terms · ​ · Date · ​ · 2025 · ​ · 2024 · ​ · Date · ​ · 2025
Farmer Mac Bond #6​Semi-annual​3.69%​Fixed​N/A​$—​$13,827​April 2025​$—
Farmer Mac Bond #7​Semi-annual​3.68%​Fixed​N/A​​—​​11,160​April 2025​​—
Farmer Mac Facility​Monthly​5.37%​SOFR + 1.50%​N/A​​—​​—​December 2028​​110,398
MetLife Term Loan #1 (1)​Semi-annual​5.55%​Fixed​N/A​​67,086​​67,086​March 2026​​89,071
MetLife Term Loan #4​Semi-annual​5.55%​Fixed for 3 years​March 2026​​1,200​​1,550​June 2026​​2,695
MetLife Term Loan #5​Semi-annual​5.63%​Fixed for 3 years​January 2026​​1,827​​1,827​January 2027​​5,370
MetLife Term Loan #6​Semi-annual​5.55%​Fixed for 3 years​February 2026​​16,226​​16,226​February 2027​​26,230
MetLife Term Loan #7​Semi-annual​5.87%​Fixed for 3 years​June 2026​​6,934​​6,934​June 2027​​12,120
MetLife Term Loan #8​Semi-annual​4.12%​Fixed for 10 years​December 2027​​35,200​​44,000​December 2042​​110,042
MetLife Term Loan #9​Semi-annual​6.37%​Fixed for 3 years​May 2027​​6,400​​8,400​May 2028​​12,434
MetLife Term Loan #10​Semi-annual​6.36%​Fixed​N/A​​21,806​​21,806​October 2030​​35,874
MetLife Facility​Quarterly​5.95%​SOFR + 1.95%​N/A​​—​​—​October 2027​​72,328
Rabobank (2)​Semi-annual​5.69%​SOFR + 1.81%​March 2026 ⁽³⁾​​4,912​​11,758​March 2028​​8,633
Rutledge Facility​Quarterly​5.39%​SOFR + 1.40%​N/A​​—​​—​February 2027​​136,470
Total outstanding principal​​​​​​​​​​161,591​​204,574​​​$621,665
Debt issuance costs​​​​​​​​​​(749)​​(891)​​​​​
Unamortized premium​​​​​​​​​​—​​—​​​​​
Total mortgage notes and bonds payable, net​​​​​​​$160,842​$203,683​​​​​
(1)MetLife Term Loan #1 is in the process of being refinanced.
(2)As of December 31, 2025, the Company has an interest rate swap agreement with Rabobank for $4.9 million notional of fixed SOFR at 2.114% until March 2026 for a weighted average rate of approximately 3.81% (see “Note 10—Hedge Accounting”). After adjusting the $4.9 million of swapped Rabobank debt as fixed rate debt, the ratio of floating rate debt to total debt decreased from 3.0% to 0.0%.
(3)The adjustment date included in the table above is for the spread noted under “Interest Rate Terms.”

Farmer Mac Debt

The Operating Partnership has a bond purchase agreement entered into in October 2022 and amended in December 2025 (the “Farmer Mac Facility”) with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation (collectively, “Farmer Mac”). As of December 31, 2025 and 2024, there was approximately $0.0 million and $25.0 million, respectively, in aggregate principal amount outstanding and $62.6 million and $42.4 million, respectively, in additional capacity available under the Farmer Mac Facility. The Farmer Mac debt is secured by loans which are, in turn, secured by first-lien mortgages on agricultural real estate owned by wholly owned subsidiaries of the Operating Partnership. Farmer Mac Bond #6 and Farmer Mac Bond #7 were repaid in April 2025 upon their maturity. While Farmer Mac Bond #6 and Farmer Mac Bond #7 bore fixed interest rates of 3.69% and 3.68%, respectively, the Farmer Mac Facility bears interest of one-month term SOFR, plus an applicable margin. The applicable margin for the credit facility is 1.30% to 1.50%, depending on the aggregate principal amount outstanding. As of December 31, 2025, the applicable margin is 1.50%. In connection with the agreements, the Company entered into a guaranty agreement whereby the Company agreed to guarantee the full performance of the Operating Partnership’s duties and obligations under the Farmer Mac debt. The Farmer Mac debt is subject to the Company’s ongoing compliance with a number of customary affirmative and negative covenants, as well as a maximum loan-to-value ratio of not more than 60%. The Company was in compliance with all applicable covenants at December 31, 2025. In addition, under the Farmer Mac Facility, the Operating Partnership may request that Farmer Mac purchase additional bonds up to an additional $200.0 million, which Farmer Mac may approve at its sole discretion.

MetLife Debt

As of December 31, 2025 and 2024, the Company had $156.7 million and $167.8 million in aggregate principal amount outstanding, respectively, under the credit agreements between Metropolitan Life Insurance Company (“MetLife”) and certain of the Company’s subsidiaries (collectively, the “MetLife credit agreements”). Each of the MetLife credit agreements contains a number of customary affirmative and negative covenants, including the requirement to maintain a loan to value ratio of no greater than 60%.

The Company also has a credit facility with MetLife that provides the Company with access to additional liquidity on a revolving credit basis at a floating rate of interest equal to three-month term SOFR plus 195 basis points. As of December 31, 2025, the facility

size was $50.0 million, no amounts had been borrowed and all $50.0 million remained available under the senior secured revolving line of credit entered into by the Operating Partnership with MetLife in October 2022 (the “MetLife Facility”). As of December 31, 2025, the Company was in compliance with all covenants under the MetLife credit agreements and MetLife guarantees.

On each adjustment date for MetLife Term Loans #1 and 4-9, MetLife may, at its option, adjust the rate of interest to any rate of interest determined by MetLife consistent with rates for substantially similar loans secured by real estate substantially similar to the collateral. At the time of rate adjustment, the Company may make a prepayment equal to the unpaid principal balance for each of the MetLife loans. Otherwise, the Company may make a prepayment equal to 20% to 100% of the unpaid principal balance (depending on the tranche of debt) during a calendar year without penalty.

Rabobank Mortgage Note

As of December 31, 2025 and 2024, the Company and the Operating Partnership had $4.9 million and $11.8 million in aggregate principal amount outstanding, respectively, under a mortgage note with Rabobank (the “Rabobank Mortgage Note”). The Company was in compliance with all covenants under the Rabobank Mortgage Note as of December 31, 2025.

Rutledge Facility

As of December 31, 2025 and 2024, the Company and the Operating Partnership had $0.0 million and $0.0 million in aggregate principal amount, respectively, outstanding under a credit agreement (the “Rutledge Facility”) with Rutledge Investment Company (“Rutledge”). The credit agreement was amended in June 2024 to reduce the interest rate to three-month SOFR plus 140 basis points, eliminate the 2.5% annual reduction in facility size, reduce the facility size to $75.0 million, and introduce an unused commitment fee of 0.20%. In September 2025, the credit facility was amended to reduce the facility size to $51.0 million. The Company accounted for these amendments as a debt modification, and as a result, recognized a non-cash loss of $0.07 and $0.06 million during the years ended December 31, 2025 and 2024, respectively, within Other (income) expense in the Company’s Consolidated Statement of Operations.

The interest rate for the Rutledge Facility is based on three-month SOFR plus 140 basis points. Generally, the Rutledge Facility contains terms consistent with the Company’s prior loans with Rutledge, including, among others, the representations and warranties, affirmative, negative and financial covenants and events of default.

In connection with the Rutledge agreement, the Company and the Operating Partnership each entered into separate guarantees whereby the Company and the Operating Partnership jointly and severally agreed to unconditionally guarantee the obligations under the Rutledge Facility (the “Rutledge guarantees”). The Rutledge guarantees contain a number of customary affirmative and negative covenants. As of December 31, 2025, the facility size was $51.0 million, $51.0 million remained available under the facility and the Company was in compliance with all covenants under the loan agreements relating to the Rutledge Facility.

Debt Issuance Costs

During the years ended December 31, 2025 and 2024, the Company incurred $0.3 million and $0.2 million, respectively, in debt issuance costs. The Company recorded amortization expense of $0.4 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively, which is included in interest expense in the accompanying Consolidated Statements of Operations. Accumulated amortization of deferred financing fees was $3.0 million and $2.6 million as of December 31, 2025 and 2024, respectively. For more information on the Company’s accounting policies related to debt issuance costs, see “Note 1—Organization and Significant Accounting Policies—Debt Issuance Costs.”

Aggregate Maturities

As of December 31, 2025, aggregate maturities of long-term debt for the succeeding years are as follows:

​​​​​​​​​​​​​
($ in thousands)​​​​​​​​​​​​
Year Ending December 31, · ​ ​ ​ · Future Maturities
2026​​​​​​​​​$68,286​
2027​​​​​​​​​​24,987​
2028​​​​​​​​​11,312​
2029​​​​​​​​​​—​
2030​​​​​​​​​​21,806​
Thereafter​​​​​​​​​​35,200​
​​​​​​​​​​$161,591​

Fair Value

The fair value of the mortgage notes payable is valued using Level 3 inputs under the hierarchy established by GAAP and is calculated based on a discounted cash flow analysis, using interest rates based on management’s estimates of market interest rates on long-term debt with comparable terms whenever the interest rates on the mortgage notes payable are deemed not to be at market rates. As of December 31, 2025 and 2024, the estimated fair value of the mortgage notes payable was $157.0 million and $193.5 million, respectively.

Note 8—Commitments and Contingencies

Office Leases

As of December 31, 2025, the Company hadfour leases in place for office space and office equipment with payments ranging between $252 and $14,046 per month and lease terms expiring between November 2026 and October 2027. The Company recognizes right of use assets and related lease liabilities in the consolidated balance sheets. The Company estimated the value of the lease liabilities using discount rates ranging from 5.51% to 6.17%, equivalent to the rates we would pay on a secured borrowing with similar terms to the lease at the inception of the lease. Options to extend the lease are excluded in our minimum lease terms unless the option is reasonably certain to be exercised. The Company’s total lease cost during the years ended December 31, 2025 and 2024 was $0.3 million and $0.3 million, respectively. Minimum annual rental payments under these operating leases, reconciled to the lease liability included in our consolidated balance sheets, are as follows (in thousands):

​​​​​
($ in thousands) · ​ ​ ​ · Future rental
Year Ending December 31, · ​ · payments
2026​$171​
2027​​6​
2028​​—​
2029​—​
2030​—​
Thereafter​​—​
Total lease payments​​177​
Less: imputed interest​​(8)​
Lease liability​$169​

Litigation

In the ordinary course of business, the Company is subject to various litigation, claims and assessments. The total outstanding claims against the Company are an aggregate of $3.4 million. The Company’s accrual for these claims is immaterial and believes that the resolution of such matters will not have a material adverse effect on its financial position, liquidity or results of operation.

On July 2, 2021, the Company filed a complaint against First Sabrepoint Capital Management, LP, Sabrepoint Capital Partners, LP, Sabrepoint Capital Participation, LP, George Baxter, and Donald Marchiony (collectively, “Sabrepoint”) in the Civil District Courts of Dallas County, Texas seeking relief for their role, as alleged in the complaint, in the previously disclosed 2018 “short and distort” scheme to profit from an artificial decline in our stock price. Certain Sabrepoint defendants had prevailed previously on a motion to

dismiss the case against them in the Rota Fortunae action in the United State District Court for the District of Colorado (where the state case had been removed) solely on personal jurisdiction grounds. On December 17, 2021, the Company's claims against Sabrepoint in Texas were dismissed by the trial court, which granted (i) Sabrepoint's motion for summary judgment on collateral estoppel grounds, and (ii) motion to dismiss pursuant to the Texas Citizens Participation Act (“TCPA”). On March 21, 2022, after the Company filed a notice signaling an intent to appeal both orders, the Court of Appeals for the Fifth District of Texas (the “Court of Appeals”) entered an order declaring the trial court's TCPA order “VOID because the motion was denied by operation of law….” Accordingly, the Company narrowed its appeal to the trial court's grant of summary judgment. On January 26, 2022, Sabrepoint filed a motion for attorney's fees relating to the defense of that action. The trial court granted the motion for certain fees claimed by Sabrepoint as relating to its pursuit of its TCPA motion, but as noted above, the Court of Appeals subsequently overturned the TCPA order that formed the basis of Sabrepoint’s fee request, mooting the motion and the Court’s order on the same. On June 30, 2023, the Court of Appeals granted the Company’s appeal, determining that the Company’s claims against Sabrepoint are not barred, reversing the trial court and remanding the case for further proceedings on the merits. On October 13, 2023, Sabrepoint filed a Petition for Review with the Texas Supreme Court, requesting the court to review the Court of Appeals’ decision. The Company filed a response to the Sabrepoint Petition for Review with the Texas Supreme Court on December 27, 2023. Sabrepoint filed a reply in support of its petition on January 25, 2024, and on February 16, 2024, the court requested a briefing on the merits. On January 16, 2025, the Texas Supreme Court held oral arguments, and on April 25, 2025 the court issued an order affirming the Texas Court of Appeals’ decision that the Company’s claims are not barred under the doctrine of collateral estoppel, and remanding the case to the Court of Appeals for further briefing with respect to Sabrepoint’s TCPA motion. On October 20, 2025, the Company filed its petition with the Texas Court of Appeals, and on January 20, 2026 Sabrepoint filed its response. The parties are awaiting further action by the Texas Court of Appeals. The Company believes that the Texas Court of Appeals may resolve the remaining issues in its favor and that the Company will ultimately be permitted to proceed with its claims against Sabrepoint before the trial court; however, there can be no assurance as to the outcome of these proceedings.

Repurchase Options

For certain of the Company’s acquisitions, the seller retains the option to repurchase the property at a future date for a price, which is calculated based on an appreciation factor over the original purchase price plus the value of improvements on the property, that, at the time of the acquisition, the Company expected would be at or above the property’s fair market value at the exercise date. As of December 31, 2025, the Company had an approximate aggregate net book value of $0.7 million related to assets with unexercised repurchase options. As of January 1, 2024, the Company had received payments totaling $3.5 million related to an exercised repurchase option on a property. Effective March 1, 2024, the repurchase option and the lease agreement were terminated by mutual agreement, whereby the Company received a lease termination fee of $0.8 million which was recorded within rental income and retained approximately $1.2 million which was recorded in income from forfeited deposits during the year ended December 31, 2024.

Employee Retirement Plan

Effective February 1, 2022, the Company amended the Murray Wise Associates 401(k) Profit Sharing Plan and Trust to make it available to all eligible employees of the Company under the revised Farmland Partners Operating Partnership, LP 401(k) Plan (the “FPI 401(k) Plan”). The FPI 401(k) Plan is a defined contribution plan for substantially all employees. The Company has elected a “safe harbor” plan in which the Company plans to make contributions which are determined and authorized by the Company’s Board of Directors each plan year. As is customary, the Company retains the right to amend the FPI 401(k) Plan at its discretion. The Company had an accrued liability for safe harbor contributions of $0.1 million and less than $0.1 million as of December 31, 2025 and 2024, respectively.

Note 9—Stockholders’ Equity and Non-controlling Interests

Non-controlling Interest in Operating Partnership

FPI consolidates the Operating Partnership. As of December 31, 2025 and 2024, FPI owned 98.1% and 97.5% of the outstanding interests, respectively, in the Operating Partnership, and the remaining 1.9% and 2.5% of the outstanding interests, respectively, were held in the form of Common units and comprised non-controlling interests in the Operating Partnership on the consolidated balance sheets. The non-controlling interests in the Operating Partnership consist of both the Common units and the Series A preferred units held by third parties.

Common Units in Operating Partnership, OP Units

On or after the 12 month anniversary of becoming a holder of Common units, unless the terms of an agreement with such Common unitholder dictate otherwise, each limited partner, other than the Company, has the right, subject to the terms and conditions set forth in the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the “Partnership Agreement”), to tender for redemption all or a portion of such Common units in exchange for cash, or in the Company’s sole discretion, for shares of the Company’s common stock on aone-for-one basis. If cash is paid in satisfaction of a redemption request, the amount will be equal to the number of tendered units multiplied by the fair market value per share of the Company’s common stock on the date of the redemption notice (determined in accordance with, and subject to adjustment under, the terms of the Partnership Agreement). Any redemption request must be satisfied by the Company on or before the close of business on the tenth business day after the Company receives a notice of redemption. During the year ended December 31, 2025, the Company issued 454,326 shares of common stock upon redemption of 454,326 Common units that had been tendered for redemption. During the year ended December 31, 2024, there wereno redemptions of Common units. There were approximately 0.7 million and 1.2 million outstanding Common units eligible to be tendered for redemption as of each of December 31, 2025 and 2024, respectively. Subsequently, on January 20, 2026, the Company issued 450,000 shares of common stock upon redemption of 450,000 Common units that had been tendered for redemption (see “Note 12—Subsequent Events”).

If the Company gives the limited partners notice of its intention to make an extraordinary distribution of cash or property to its stockholders or effect a merger, a sale of all or substantially all of its assets or any other similar extraordinary transaction, each limited partner may exercise its right to tender its Common units for redemption, regardless of the length of time such limited partner has held its Common units.

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 Common units for shares of common stock. When a Common unit is redeemed, non-controlling interest in the Operating Partnership is reduced, and stockholders’ equity is increased.

The Operating Partnership intends to continue to make distributions on each Common unit in the same amount as those paid on each share of FPI’s common stock, with the distributions on the Common units held by FPI being utilized to pay dividends to FPI’s common stockholders.

Pursuant to the consolidation accounting standard with respect to the accounting and reporting for non-controlling interest changes and changes in ownership interest of a subsidiary, changes in the parent’s ownership interest when the parent retains controlling interest in the subsidiary should be accounted for as equity transactions. The carrying amount of the non-controlling interest shall be adjusted to reflect the change in its ownership interest in the subsidiary, with the offset to equity attributable to the parent. Changes in the ownership percentages between the Company’s stockholders’ equity and non-controlling interest in the Operating Partnership resulted in an increase and a decrease to the non-controlling interest in the Operating Partnership by $2.8 million and less than $0.1 million during the years ended December 31, 2025 and 2024, respectively, with the corresponding offsets to additional paid-in capital.

Redeemable Non-Controlling Interests in Operating Partnership, Series A Preferred Units

On March 2, 2016, the sole general partner of the Operating Partnership entered into Amendment No. 1 (the “Amendment”) to the Partnership Agreement in order to provide for the issuance, and the designation of the terms and conditions, of the Series A preferred units. Pursuant to the Amendment, among other things, each Series A preferred unit has a $1,000 liquidation preference and is entitled to receive cumulative preferential cash distributions at a rate of 3.00% per annum of the $1,000 liquidation preference, which is payable annually in arrears on January 15 of each year or the next succeeding business day. The cash distributions are accrued ratably over the year and credited to redeemable non-controlling interest in the Operating Partnership, preferred units on the balance sheet with the offset recorded to retained earnings. On March 2, 2016,117,000 Series A preferred units were issued as partial consideration in the acquisition of a portfolio of Illinois farms. Upon any voluntary or involuntary liquidation or dissolution, the Series A preferred units are entitled to a priority distribution ahead of Common units in an amount equal to the liquidation preference plus an amount equal to all distributions accumulated and unpaid to the date of such cash distribution.

On or after February 10, 2026 (the “Conversion Right Date”), holders of the Series A preferred units have the right to convert each Series A preferred unit into a number of Common units equal to (i) the $1,000 liquidation preference plus all accrued and unpaid distributions, divided by (ii) the volume-weighted average price per share of the Company’s common stock for the 20 trading days

immediately preceding the applicable conversion date. All Common units received upon conversion may be immediately tendered for redemption for cash or, at the Company’s option, for shares of common stock on aone-for-one basis, subject to the terms and conditions set forth in the Partnership Agreement. Prior to the Conversion Right Date, the Series A preferred units may not be tendered for redemption by the Holder.

On or after February 10, 2021, but prior to the Conversion Right Date, the Operating Partnership has the right to redeem some or all of the Series A preferred units, at any time and from time to time, for cash in an amount per unit equal to the $1,000 liquidation preference plus all accrued and unpaid distributions. On May 19, 2022, the Company redeemed 5,000 Series A preferred units for $5.0 million plus accrued distributions for an aggregate of $5.1 million in cash. On September 1, 2022, the Company redeemed an additional 5,000 Series A preferred units for $5.0 million plus accrued distributions for an aggregate of $5.1 million in cash. On May 31, 2023, the Company redeemed 8,000 Series A preferred units for $8.0 million plus accrued distributions for an aggregate of $8.1 million in cash. On December 11, 2025, the Company exchanged 23 properties for the redemption and cancellation of 31,000 Series A preferred units. As of December 31, 2025,68,000 Series A preferred units were outstanding. The total liquidation value of such preferred units as of each of December 31, 2025 and 2024 was $70.6 million and $102.0 million, respectively, including accrued distributions. Subsequently, on February 6, 2026, the Company redeemed all of the 68,000 Series A preferred units that then remained outstanding for $68.0 million plus accrued distributions for an aggregate of $68.2 million in cash (see “Note 12—Subsequent Events”).

In the event of a Termination Transaction (as defined in the Partnership Agreement) prior to conversion, holders of the Series A preferred units generally have the right to receive the same consideration as holders of Common units and common stock, on an as-converted basis.

Holders of the Series A preferred units have no voting rights except with respect to (i) the issuance of partnership units of the Operating Partnership senior to the Series A preferred units as to the right to receive distributions and upon liquidation, dissolution or winding up of the Operating Partnership, (ii) the issuance of additional Series A preferred units and (iii) amendments to the Partnership Agreement that materially and adversely affect the rights or benefits of the holders of the Series A preferred units.

The Series A preferred units are accounted for as mezzanine equity on the consolidated balance sheet as the units are convertible and redeemable for shares at a determinable price and date at the option of the holder upon the occurrence of an event not solely within the control of the Company.

The following table summarizes the changes in our redeemable non-controlling interest in the Operating Partnership for the years ended December 31, 2025 and 2024:

​​​​​​​
​ · ​ · ​ · Series A Preferred Units
​ · ​ · ​ · Redeemable · ​ · Redeemable
​ · ​ · ​ · Preferred · ​ · non-controlling
(in thousands) · ​ · ​ ​ ​ · units · ​ ​ ​ · interests
Balance at December 31, 2023​​99​$101,970
Distribution paid to non-controlling interest​​—​​(2,970)
Accrued distributions to non-controlling interest​​—​​2,970
Redemption of Series A preferred units​​—​​—
Balance at December 31, 2024​​99​$101,970
​​​​​​​
Balance at December 31, 2024​​99​$101,970
Distribution paid to non-controlling interest​​—​​(2,970)
Accrued distributions to non-controlling interest​​—​​2,583
Redemption of Series A preferred units​​(31)​​(31,000)
Balance at December 31, 2025​​68​$70,583

Distributions

The Company’s Board of Directors declared and paid the following distributions to common stockholders and holders of Common units for the years ended December 31, 2025 and 2024:

​​​​​​​​​​
Fiscal Year · ​ ​ ​ · Declaration Date · ​ ​ ​ · Record Date · ​ ​ ​ · Payment Date · ​ ​ ​ · Distributionsper CommonShare/OP unit
2025​December 13, 2024​December 23, 2024​January 8, 2025​$1.1500
​​October 29, 2024​January 2, 2025​January 15, 2025​$0.0600
​​February 18, 2025​April 1, 2025​April 15, 2025​$0.0600
​​May 6, 2025​July 1, 2025​July 15, 2025​$0.0600
​​July 22, 2025​October 1, 2025​October 15, 2025​$0.0600
​​​​​​​​$1.3900
​​​​​​​​​​
2024​December 12, 2023​December 29, 2023​January 12, 2024​$0.2100
​​October 24, 2023​January 2, 2024​January 16, 2024​$0.0600
​​February 27, 2024​April 1, 2024​April 15, 2024​$0.0600
​​April 29, 2024​July 1, 2024​July 15, 2024​$0.0600
​​July 23, 2024​October 1, 2024​October 15, 2024​$0.0600
​​​​​​​​$0.4500

Additionally, as of December 31, 2025, the Company accrued $11.4 million in dividends payable to common stockholders and holders of Common units (paid in January 2026), including $8.8 million as a one-time special dividend of $0.20 per share related to asset appreciation. In general, common stock cash dividends declared by the Company will be considered ordinary income to stockholders for income tax purposes. In addition, from time to time, a portion of the Company’s dividends may be characterized as qualified dividends, capital gains or return of capital. For income tax purposes, 2025 common stock dividends were $0.24 per share, none of which are considered capital gains per I.R.C. Section 857(b)(3) and 100% are considered ordinary income. The special distribution of $0.20 per share (paid in January 2026) is considered in its entirety to be a distribution made in 2026 for federal income tax purposes.

In connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company had accrued $2.6 million in distributions payable as of December 31, 2025. The distributions are payable annually in arrears on January 15 of each year.

Share Repurchase Program

On March 15, 2017, the Company’s Board of Directors approved a program to repurchase up to $25.0 million in shares of the Company’s common stock. On August 1, 2018, the Company’s Board of Directors increased the authority under the share repurchase program by an aggregate of $30.0 million. On November 7, 2019, the Company’s Board of Directors increased the authority under the program by an additional $50.0 million. On May 3, 2023, the Company’s Board of Directors approved a $75.0 million increase. On November 1, 2023, the Company’s Board of Directors approved a $40.0 million increase in the total authorization available under the program, increasing the total availability under the share repurchase program to approximately $85.0 million as of such date. Repurchases under this program may be made from time to time, in amounts and prices as the Company deems appropriate. Repurchases may be made in open market or privately negotiated transactions in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, trading restrictions under the Company’s insider trading policy and other relevant factors. This share repurchase program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time at the Company’s discretion. The Company funds repurchases under the program using cash on its balance sheet.

During the year ended December 31, 2025, the Company repurchased 3,411,581 shares of its common stock at a weighted average price of $11.07 per share under the share repurchase program. As of December 31, 2025, the Company had approximately $17.9 million of capacity remaining under the stock repurchase plan.

Equity Incentive Plan

On May 7, 2025, the Company’s stockholders approved the Fourth Amended and Restated 2014 Equity Incentive Plan (as amended and restated, the “Plan”), which increased the aggregate number of shares of the Company’s common stock reserved for issuance under the Plan to approximately 2.4 million shares. As of December 31, 2025, there were 0.6 million shares available for future grants under the Plan.

The Company may issue equity-based awards to officers, non-employee directors, employees, independent contractors and other eligible persons under the Plan. The Plan provides for the grant of stock options, share awards (including restricted stock and restricted stock units), stock appreciation rights, dividend equivalent rights, performance awards, annual incentive cash awards and other equity-based awards, including LTIP units, which are convertible on aone-for-one basis into Common units. The terms of each grant are determined by the compensation committee of the Company’s Board of Directors.

From time to time, the Company may award time-based and performance-based restricted shares of its common stock under the Plan, as compensation to officers, employees, non-employee directors and non-employee consultants. The shares of restricted stock vest generally over a period of time and/or upon the achievement of certain performance conditions, as applicable, as determined by the compensation committee of the Company’s Board of Directors at the date of grant. Performance-based restricted shares are based upon the Company’s total shareholder return measured on an absolute basis, and relative to an index, and are subject to continued employment. The number of shares of common stock that may be ultimately earned following the end of the cumulative performance period ranges from 0% to 150% of the target number of performance-based restricted shares granted. The Company recognizes compensation expense for awards issued to officers, employees and non-employee directors for restricted shares of common stock on a straight-line basis over the vesting period based upon the fair market value of the shares on the date of issuance, adjusted for forfeitures. The Company recognizes compensation expense for awards issued to non-employee consultants in the same period and in the same manner as if the Company paid cash for the underlying services.

A summary of the non-vested restricted shares as of December 31, 2025 and 2024 is as follows:

​​​​​​​​​​​​
​ · ​ · ​ · Time-based · ​ · Performance-based
​ · ​ · ​ · ​ · ​ · Weighted · ​ · ​ · ​ · Weighted
​ · ​ · ​ · Number of · ​ · average grant · ​ · Number of · ​ · average grant
(shares in thousands) · ​ · ​ ​ ​ · shares · ​ ​ ​ · date fair value · ​ ​ ​ · shares · ​ ​ ​ · date fair value
Unvested at December 31, 2023​347​$11.15—​$—
Granted​183​​11.2639​​7.36
Vested​(202)​​11.25—​​—
Forfeited​—​​——​​—
Unvested at December 31, 2024​328​$11.1539​$7.36
​​​​​​​​​​​​
Unvested at December 31, 2024​328​$11.1539​$7.36
Granted​146​​11.6728​​7.71
Vested​(172)​​11.17—​​—
Forfeited​—​​——​​—
Unvested at December 31, 2025​302​$11.3867​$7.51

The grant-date fair values of performance-based restricted shares were based on specified absolute and relative total stockholder return goals measured over athree-year performance period. The Company used Monte Carlo simulations, which use a probabilistic approach for estimating the fair values of the awards. Expected volatilities were derived from the volatility of the historical prices of the Company and the comparative index. The risk-free interest rate was determined using the yield available for zero-coupon U.S. government securities, with remaining terms corresponding to the service periods of the performance-based restricted shares. The dividend yield was based on historical dividend yields for the Company and the comparative index.

The Company recognized stock-based compensation expense related to restricted stock awards of $2.2 million and $1.9 million during the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, there were $2.1 million and $2.3 million, respectively, of total unrecognized compensation costs related to nonvested stock awards, which are expected to be recognized over a weighted-average period of 1.5 years.

At-the-Market Offering Program

On May 6, 2022, the Company entered into equity distribution agreements under which the Company was able to issue and sell from time to time, through sales agents, shares of its common stock having an aggregate gross sales price of up to $100.0 million (the “ATM Program”). The ATM Program expired on April 9, 2024 in connection with the expiration of the Company’s shelf registration statement on Form S-3 (File No. 333-254834) (the “2021 Shelf Registration Statement”) as described elsewhere in this Annual Report on Form 10-K. On May 8, 2024, the Company filed a new shelf registration statement on Form S-3 (File No. 333-279210), which was declared effective by the SEC on May 17, 2024 (the “2024 Shelf Registration Statement”), pursuant to which the Company may issue and sell additional equity or debt securities. The Company does not currently have an at-the-market offering program, but may enter into a new equity distribution agreement in the future pursuant to which sales may be made under the 2024 Shelf Registration Statement.

Earnings (Loss) per Share

The computation of basic and diluted earnings (loss) per share is shown below. Diluted earnings (loss) per share includes the impact of unvested restricted shares and Series A preferred units, if dilutive.

​​​​​​​
​ · ​ · For the years ended
​ · ​ · December 31,
(in thousands, except per share amounts) · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Numerator for net income per share - basic:​​​​​​
Net income available to common stockholders of Farmland Partners Inc.​$28,797​$56,428
​​​​​​​
Numerator for net income per share - diluted:​​​​​​
Net income available to common stockholders of Farmland Partners Inc.​$28,797​$56,428
Dividend equivalent rights allocated to performance-based unvested restricted shares​​—​​—
Nonforfeitable distributions allocated to time-based unvested restricted shares​​—​​—
Distributions on Series A preferred units​​2,583​​2,970
Numerator for net income per share - diluted:​$31,380​$59,398
​​​​​​​
Denominator:​​​​​​
Weighted-average number of common shares - basic​​44,196​​47,546
Unvested time-based restricted shares​​—​—
Unvested performance-based restricted shares​​—​—
Redeemable non-controlling interest​7,059​8,441
Weighted-average number of common shares - diluted (1)​51,255​55,987
​​​​​​​
Income per share attributable to common stockholders - basic​$0.65​$1.19
Income per share attributable to common stockholders - diluted​$0.61​$1.06
(1)The limited partners’ outstanding Common units, or the non-controlling interests, (which may be redeemed for shares of common stock) have not been included in the diluted earnings per share calculation as there would be no effect on the amounts since the limited partners’ share of income would also be added back to net income, therefore increasing both net income and shares. The weighted average number of Common units held by the non-controlling interest was 1.0 million and 1.2 million for the years ended December 31, 2025 and 2024, respectively.

Numerator:

Unvested shares of the Company’s restricted common stock are considered participating securities, which requires the use of the two-class method for the computation of basic and diluted earnings per share. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed earnings attributable to unvested restricted shares (participating securities) may be subtracted, as applicable, from net income or loss attributable to common stockholders utilized in the basic and diluted earnings per share calculations.

Denominator:

The outstanding Series A preferred units are non-participating securities and thus are included in the computation of diluted earnings per share on an as-if-converted basis if they are dilutive. For the years ended December 31, 2025 and 2024, these shares were included in the diluted earnings per share calculation.

For the years ended December 31, 2025 and 2024, diluted weighted average common shares do not include the impact of unvested compensation-related shares, as they would have been anti-dilutive.

Outstanding Equity Awards and Units

The following equity awards and units were outstanding as of December 31, 2025 and 2024, respectively.

​​​​​​​
​ · ​ · ​ ​ ​ · December 31, · ​ · December 31,
​​​2025​​2024
Shares​​42,791​​45,604
Common Units​​749​​1,203
Unvested Restricted Stock Awards​​302​​328
​​​43,842​​47,135

Note 10—Hedge Accounting

Cash Flow Hedging Strategy

The Company manages economic risks, including interest rate, liquidity, and credit risk, by managing the amount, sources, duration and interest rate exposure of its financing sources. The Company may also use interest rate derivative financial instruments, primarily interest rate swaps. As of December 31, 2025 and 2024, the Company was a party toone interest rate swap, designated as a hedging instrument, to add stability to interest expense and to manage its exposure to adverse interest rate movements.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the entire change in the fair value of the Company’s designated cash flow hedges is recorded to accumulated other comprehensive income, a component of stockholders’ equity in the Company’s consolidated balance sheets.

On March 26, 2020, the Company terminated its existing swap agreement and entered into a new interest rate swap agreement to obtain a more favorable interest rate and to manage interest rate risk exposure, which was effective April 1, 2020. An interest rate swap agreement utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting the Company’s floating-rate debt to a fixed rate basis for the nextsix years on 50% of the outstanding amount to Rabobank at the time of the agreement, thus reducing the impact of interest rate changes on future interest expense. This agreement involves the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The fair value of the de-designated swap was $2.6 million on the termination date. The Company amortized the de-designated swap over the original term utilizing a forward curve analysis of determining monthly amortization out of Other Comprehensive Income through the original termination date (March 1, 2023). The Company’s $2.6 million termination fee was rolled into the new swap and will be paid through March 1, 2026. Termination fees paid during the years ended December 31, 2025 and 2024 were $0.1 million and $0.4 million, respectively. On October 17, 2024, as a result of the reduction in the outstanding indebtedness under the Rabobank Mortgage Note, the Company amended its existing swap agreement to adjust the total notional amount from $33.2 million to $11.8 million, effectively reducing the Company’s floating rate exposure to $0.0 million. No other terms of the existing swap agreement were amended. The amendment resulted in proportional partial de-designation of the existing swap. The fair value for the portion de-designated was $0.5 million on the amendment date. In May and June 2025, as a result of additional reductions in the Company’s outstanding indebtedness under the Rabobank Mortgage, the Company amended its swap agreement to reduce the notional from $11.8 million to $7.7 million in May and $4.9 million in June. No other terms of the existing swap agreement were changed. The amendments resulted in proportional partial de-designation of the existing swap. The fair value for the portion de-designated was $0.1 million and less than $0.1 million on each of the amendment dates, respectively. The Company will amortize these amounts through Other Comprehensive Income utilizing a forward curve analysis over the remaining term of the swap. Amortization for the years ended December 31, 2025 and 2024 was ($0.8) million and $(0.1) million, respectively.

The Company determines the hedge effectiveness of its interest rate swaps at inception by applying a quantitative evaluation of effectiveness using regression analysis. On an ongoing basis the Company applies an initial qualitative assessment of on-going effectiveness and reviews hedge effectiveness through assessing the hedge relationship by comparing the current terms of the swap and the associated debt to ensure they continue to coincide through the continued ability of the Counterparty to the swap to honor its obligations under the swap contract. If the qualitative assessment indicates that the hedge relationship is not highly effective, the

Company would then perform a quantitative evaluation using regression analysis. The Company concluded the hedge was highly effective at inception and remained highly effective as of December 31, 2025.

As of December 31, 2025, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swap was $4.9 million.

The fair value of the Company’s derivative instrument on a recurring basis as of December 31, 2025, is set out below:

​ · ​ · ​ · ​ · ​ · ​
($ in thousands) · ​ · ​ · ​ · ​ · ​
Instrument​ ​Balance sheet location​Level 2 Fair Value
Interest rate swap​Derivative asset​$141

The effect of derivative instruments on the consolidated statements of operations for the years ended December 31, 2025 and 2024 is set out below:

​​​
Cash flow hedging relationships​ ​ ​Location of Gain (Loss) reclassified from Accumulated OCI into income
Interest rate contracts​Interest expense

The net change associated with current period hedging transactions was ($0.3) million and $(1.1) million for the years ended December 31, 2025 and 2024, respectively. The amortization of frozen Accumulated Other Comprehensive Income was ($0.8) million and $(0.1) million for the years ended December 31, 2025 and 2024, respectively.

The fair values of the Company’s interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts, which is considered a Level 2 measurement under the fair value hierarchy. Level 2 is defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. There wereno transfers between Levels 1, 2 or 3 during the year ended December 31, 2025. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The following table outlines the movements in the other comprehensive income account as of December 31, 2025 and 2024:

​​​​​​​​​
($ in thousands) · ​ · ​ · ​ ​ ​ · December 31, 2025 · ​ ​ ​ · December 31, 2024
Beginning accumulated derivative instrument gain or loss​​​$1,512​$2,691
Net change associated with current period hedging transactions​​​​(348)​​(1,065)
Amortization of frozen AOCI on de-designated hedge​​​​(814)​​(114)
Difference between a change in fair value of excluded components​​​​—​​—
Closing accumulated derivative instrument gain or loss​​​$350​$1,512

Note 11—Income Taxes

The TRS income/(loss) before provision for income taxes consisted of the following:

​​​​​​​
​ · ​ · For the years ended
($ in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
United States​$(421)​$(338)
International​​—​​—
Total​$(421)​$(338)

The federal and state income tax provision (benefit) is summarized as follows:

​​​​​​​
​ · ​ · For the years ended
($ in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Current:​​​​​​
Federal​$5​$2
State​​—​​—
Total Current Tax Expense​$5​$2
Deferred:​​​​​​
Federal​​82​​(18)
State​​(102)​​—
Total Tax (Benefit) Expense​$(15)​$(16)

Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of significant items comprising the TRS’s deferred taxes as of December 31, 2025 are as follows:

​​​​​​​
($ in thousands) · ​ · December 31, 2025 · ​ · December 31, 2024
Deferred tax assets:​​​​​​
Net operating loss​$2,057​$1,986
Stock Compensation​​—​​12
Charitable Contributions​​—​​5
CECL Adjustment​​136​​—
Total deferred tax assets​$2,193​​2,003
Deferred tax liabilities:​​​​​​
Fixed assets​$(10)​$(13)
Intangible Assets​​—​​(86)
Installment Sale​​(56)​​—
Total deferred tax liabilities​$(66)​$(99)
Valuation Allowance​​(2,128)​​(1,925)
Net deferred taxes​$(1)​$(21)

ASC 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the TRS’s ability to generate sufficient taxable income within the carryforward period. Because of the TRS’s recent history of operating losses, and management’s inability to accurately project future taxable income, management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance. The valuation allowance increased by $0.2 million during the year ended December 31, 2025. The amount of the valuation allowance for deferred tax assets associated with excess tax deduction from stock-based incentive arrangements that is allocated to contributed capital if the future tax benefits are subsequently recognized is $0.0 million.

Net operating losses and tax credit carryforwards as of December 31, 2025 are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
($ in thousands) · ​ · December 31, 2025 · ​ · Expiration Year
Net operating losses, federal (Post-December 31, 2017)​$8,048​​Does not expire
Net operating losses, state​$5,288​​Various

The effective tax rate of the TRS’s provision (benefit) for income taxes differs from the federal statutory rate as follows:

​​​​​​​​
​ · ​ · Tax (Benefit) Expense · ​
​ · ​ · For the years ended December 31, · ​
($ in thousands · ​ · 2025 · ​ ​ ​ · 2024 · ​
Statutory Rate​$(88)​$(71)​
State Tax​​(81)​​(19)​
Valuation Allowance​​154​​74​
​​$(15)​$(16)​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Tax Rate · ​
​ · ​ · For the years ended December 31, · ​
​​2025​ ​ ​2024​
Statutory Rate​​21.00%​21.00%
State Tax​​19.24%​5.62%
Valuation Allowance​​(36.68)%​(21.89)%
​​​3.56%​4.73%

Note 12—Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the day the financial statements were issued.

Dividends

On February 17, 2026, the Company’s Board of Directors declared a quarterly cash dividend of $0.09 per share of common stock and Common unit payable on April 15, 2026 to stockholders and unitholders of record as of April 1, 2026.

Additionally, subsequent to December 31, 2025, the Company paid dividends totaling $11.4 million including $8.8 million as a one-time special dividend of $0.20 per share related to asset appreciation. These dividends were accrued as of December 31, 2025.

Real Estate Dispositions

Subsequent to December 31, 2025, the Company completedone disposition in the West Coast region for $1.3 million in aggregate consideration.

Conversion of OP Units to Common Stock

On January 20, 2026, the Company issued 450,000 shares of common stock upon redemption of 450,000 Common units that had been tendered for redemption.

Series A preferred unit Redemption

On February 6, 2026, the Company redeemed all of the 68,000 Series A preferred units that then remained outstanding for $68.0 million plus accrued distributions for an aggregate of $68.2 million in cash. The cash to redeem the Series A preferred units was borrowed from the Company’s lines of credit.

Borrowings, net of repayments, on Credit Facilities

Subsequent to December 31, 2025, the Company made borrowings, net of repayments, of $76.2 million against the Company’s lines of credit. $68.2 million of such borrowings was used to pay the redemption price, plus accrued distributions, of the Series A preferred units.

Advances/Collections on Loans under the FPI Loan Program

Subsequent to December 31, 2025, the Company made principal advances totaling $2.5 million and received collections totaling $4.9 million on existing loans under the FPI Loan Program.

Schedule III – Real Estate and Accumulated Depreciation

**December 31,**2025

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.