GLADSTONE LAND Corp

Previous wording

We are an externally-managed, agricultural real estate investment trust (“REIT”) that is engaged in the business of owning and leasing farmland. We are not a grower of crops, nor do we typically farm the properties we own. We currently own 168 farms comprised of 111,836 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.

Current wording

We are an externally-managed, agricultural REIT that is engaged in the business of owning and leasing farmland. We are not generally a grower of crops, nor do we typically farm the properties we own, though we may, on a temporary basis, do so in the future on select properties in certain situations. If we choose to operate any farms we own, we anticipate doing so via a management agreement with a third-party operator and/or through a TRS. We currently own 150 farms comprised of 103,001 acres across 15 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various storage facilities.

Previous wording

We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by, Gladstone Land Limited Partnership (the “Operating Partnership”). Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the units of limited partnership interest in the

Current wording

We conduct substantially all of our activities through, and all of our properties are held, directly or indirectly, by the Operating Partnership. Gladstone Land Corporation controls the sole general partner of the Operating Partnership and currently owns, directly or indirectly, 100.0% of the OP Units. In addition, we have elected for Land Advisers, a wholly-owned subsidiary of ours, to be treated as a TRS.

Previous wording

Gladstone Management Corporation (our “Adviser”) manages our real estate portfolio pursuant to an advisory agreement, and Gladstone Administration, LLC (our “Administrator”), provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.

Current wording

Our Adviser manages our real estate portfolio pursuant to an advisory agreement, and our Administrator provides administrative services to us pursuant to an administration agreement. Our Adviser and our Administrator collectively employ all of our personnel and pay directly their salaries, benefits, and general expenses.

Previous wording

•we owned 168 farms comprised of 111,836 total acres across 15 states in the U.S.;

Current wording

•we owned 150 farms comprised of 103,001 total acres across 15 states in the U.S.;

Previous wording

•our occupancy rate (based on farmable acreage) was 98.9%, and our farms were leased to 93 different, unrelated third-party tenants growing over 60 different types of crops;

Current wording

•our occupancy rate (based on farmable acreage and including direct-operated farms) was 95.9%, and our farms were leased to 87 different, unrelated third-party tenants growing over 60 different types of crops;

Previous wording

•the weighted-average remaining lease term across our agricultural real estate holdings was 5.9 years; and

Current wording

•the weighted-average remaining lease term across our agricultural real estate holdings was 5.2 years; and

Previous wording

•the weighted-average term to maturity of our notes and bonds payable was 8.8 years, and over 99.9% of our notes and bonds payable bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 4.2 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.34% over that term.

Current wording

•the weighted-average term to maturity of our notes and bonds payable was 7.6 years, and over 99.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 3.6 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.35% over that term.

Previous wording

According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 3.4% through December 31, 2023, as overall inflation continued to ease from the peak levels experienced in the summer of 2022, when it reached the highest rates seen in over 40 years. The increase in food prices has also slowed but has generally kept pace with the rate of inflation until the past couple of months, as the overall food segment increased at an annual rate of 2.7% through December 31, 2023. In addition, according to the NCREIF Farmland Index, which, as of December 31, 2023, consisted of approximately $16.6 billion of farms across the U.S., the total return on U.S. farmland (including appreciation and income) was 5.0% for the 12 months ended December 31, 2023. Despite the slowdown in food prices in recent months, prices remain high, as the overall food segment increased by 25.2% since from December 2019 to December 2023, outpacing overall inflation of 19.4% over the same time period. If the increases in food prices continue to outpace or at least keep pace with inflation, we believe this will help mitigate any increase in input costs experienced by our farm operators.

Current wording

According to the U.S. Bureau of Labor Statistics, the consumer price index (“CPI”) grew at an annual rate of 2.9% through December 31, 2024, as overall inflation continued to decline from its peak in the summer of 2022, when it reached the highest level in over 40 years. Food price increases have also slowed but have generally kept pace with inflation until recently, as the overall food segment rose at an annual rate of 2.5% through December 31, 2024. However, despite the recent slowdown, prices remain elevated, with overall food prices increasing by 16.2% over the past three years, outpacing overall CPI of 13.2% over the same period. While farm operators have faced rising input costs, we believe these increases will be somewhat offset if food prices continue to match or exceed the inflation rate.

Previous wording

Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.34% for another 4.2 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against the potential of continued high interest rates or any further interest rate increases.

Current wording

Over 99.9% of our borrowings are currently at fixed rates, and on a weighted-average basis, these rates are fixed at an effective interest rate of 3.35% for another 3.6 years. As such, with respect to our current borrowings, we have experienced minimal impact from the recent increases in interest rates, and we believe we are well-protected against the potential of continued high interest rates or any further interest rate increases.

Previous wording

In the past year, land values in the western U.S. have been heavily impacted by the higher interest rate environment and depressed crop pricing, particularly in almonds, wine grapes, and apples. The almond and wine grape industries have experienced large amounts of acres being removed, and the increased cost of capital is preventing much of that acreage from being replanted at this time. Row crops and pistachios are faring much better and are experiencing stronger profitability, despite an increase in bearing acreage of pistachios. With water being more abundant, row crop acreage has increased, which could put downward pressure on future pricing of these crops. The cost of most crop inputs have leveled off; however, there continue to be shortages of certain equipment and some petroleum-based inputs.

Current wording

Land values in the western U.S. continue to face significant pressure from the ongoing high interest rate environment and lower crop prices, particularly in almonds, wine grapes, and apples. Both the almond and wine grape industries have experienced large amounts of acres being removed, and the increased cost of capital is preventing much of that acreage from being replanted at this time. Among other factors, this has contributed to a rise in almond prices, though they remain below the peak levels experienced a few years ago. Pistachios continue to fare much better and are experiencing stronger profitability, despite an increase in bearing acreage of pistachios. Meanwhile, with water being more plentiful in recent years, row crop acreage had expanded, putting downward price pressure on many row crops. As such, we anticipate a reduction in the amount of acreage dedicated to row crops in 2025.

Previous wording

Large amounts of land are becoming available in the Central Valley of California; however, while smaller acreages are transacting rather quickly, larger holdings are sitting on the market longer. Groundwater plans to be in compliance with SGMA are being approved and implemented, which continues to significantly impact land values. Values of land that is short on water are decreasing to levels not seen in decades, while land with sufficient water resources is selling for extremely high prices, a trend that we expect to see continue for the next several years. Coastal California land is still in short supply, and values are either stable or increasing. Land values in the Pacific Northwest have been relatively stable despite troubles in the wine grape and apple industries.

Current wording

Large tracts of land are becoming available in California’s Central Valley; however, while smaller parcels are selling rather quickly, larger holdings are sitting on the market longer. The implementation of groundwater plans to comply with SGMA continues to significantly impact land values. Properties with limited water access are seeing prices drop to levels not seen in decades, whereas land with reliable water resources continues to command high prices, a trend expected to continue for the next several years. In Coastal California, land remains in short supply, keeping values stable. Meanwhile, land values in the Pacific Northwest have remained relatively stable despite challenges in the wine grape and apple industries.

Previous wording

Values of farmland in the Southeast growing fruits and vegetables continue to increase at a steady pace, driven in part by significant and sustained migration to that region. Our land holdings in Florida, in particular, have benefited greatly from a substantial amount of residential development and state projects taking place in the surrounding areas, all putting upward pressure on the value of our portfolio in the region.

Current wording

Values of farmland in the Southeast, particularly those growing fruits and vegetables, continue to rise at a steady pace, driven in part by sustained population growth and migration to the region. Our land holdings in Florida have benefited significantly from increased residential development, solar projects, and interest from large-scale farmland investors, all contributing to upward pressure on farmland values. Overall, farmland rents have remained stable, with slight variations depending on crop type.

Previous wording

Since our initial public offering in January 2013 (the “IPO”), we have expanded our portfolio from 12 farms leased to 7 different, unrelated tenants to a current portfolio of 168 farms leased to 93 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).

Current wording

Our farmland portfolio currently consists of 150 farms leased to 87 different, unrelated third-party tenants who grow over 60 different types of crops on our farms. Our investment focus is in farmland suitable for growing either fresh produce annual row crops (e.g., certain berries and vegetables) or certain permanent crops (e.g., almonds, blueberries, pistachios, and wine grapes), with an ancillary focus on farmland growing certain commodity crops (e.g., beans and corn).

Previous wording

The acquisition of additional farms since our IPO has also allowed us to further diversify our portfolio geographically. The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2023, 2022, and 2021 (dollars in thousands):

Current wording

The following table summarizes the geographic locations (by state) of our farms owned as of and during the years ended December 31, 2024, 2023, and 2022 (dollars in thousands):

Previous wording

Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual or semi-annual basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 105 of our farms are leased on a pure, triple-net basis, 45 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs), and 15 farms are vacant. Additionally, 27 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms (though such leases generally include a guarantee of a minimum amount of rental income).

Current wording

Most of our leases are on a triple-net basis, an arrangement under which, in addition to rent, the tenant is required to directly pay the related taxes, insurance costs, maintenance, and other operating costs. Our leases generally have original terms ranging from 3 to 10 years for farms growing row crops and 7 to 15 years for farms growing permanent crops (in each case, often with options to extend the lease further). Rent is generally payable to us in advance on either an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses provided for within the lease. Currently, 95 of our farms are leased on a pure, triple-net basis, 46 farms are leased on a partial-net basis (with us, as landlord, responsible for all or a portion of the related property taxes), 3 farms are leased on a single-net basis (with us, as landlord, responsible for the related property taxes, as well as certain maintenance, repairs, and insurance costs), 1 farm is direct-operated, and 5 farms are vacant. Additionally, 27 of our farms are leased under agreements that include a variable rent component, called “participation rents,” that are based on the gross revenues earned on the respective farms (though such leases often include a guarantee of a minimum amount of rental income).

Previous wording

On January 11, 2024, we completed the sale of a 3,748-acre farm in Martin County, Florida, for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.

Current wording

In January 2024, we completed the sale of a 3,748-acre farm in Florida for approximately $65.7 million. Including closing costs, we recognized a net gain on the sale of approximately $10.4 million.

Previous wording

On June 23, 2023, we completed the sale of a 138-acre parcel of unfarmed land in Florida for $9.6 million. Including closing costs, we recognized a net gain on the sale of approximately $6.4 million.

Current wording

In January 2025, we completed the sale of a 5,630-acre farm in Florida for approximately $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.2 million.

Previous wording

(1)In connection with certain of these leases, we committed to provide capital for certain improvements on these farms. See Note 7, “Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.

Current wording

“Commitments and Contingencies—Operating Obligations,” within the accompanying notes to our consolidated financial statements for additional information on these and other commitments.

Previous wording

(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and generally excludes contingent rental payments, such as participation rents.

Current wording

(2)Based on the minimum cash rental payments guaranteed under the applicable leases (presented on an annualized basis), as required under GAAP, and excludes contingent rental payments, such as participation rents. In executing certain lease renewals, particularly those on certain western permanent crop farms, we reduced or eliminated the base rent component or, in certain cases, provided the tenants with a cash lease incentive, in exchange for significantly increasing the participation rent component, the results of which will not be known until the second half of 2025 or later.

Previous wording

(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.”

Current wording

(3)“NNN” refers to leases under triple-net lease arrangements, “NN” refers to leases under partial-net lease arrangements, and “N” refers to leases under single-net lease arrangements, in each case, as described above under “Leases—General.” Certain leases executed during 2024 were on acreage that was previously vacant.

Previous wording

Vacant, Self-operated, and Non-accrual Properties

Current wording

Vacant, Direct-operated, and Non-accrual Properties

Previous wording

Regarding the vacant farms, we are exploring both leasing and selling options, and we are in discussions with both potential tenants and potential buyers for these farms. We currently expect to come to agreements within the next six months on these farms; however, there can be no guarantee that we will be able to reach lease or sale agreements with tenants or buyers at favorable terms, or at all.

Current wording

During and since the year ended December 31, 2024, we have entered into new lease agreements on certain of these farms and sold others. As such, currently, five farms remain vacant, one farm is direct-operated, and six farms (leased to three different tenants) are on non-accrual status. For the vacant and direct-operated farms, we are exploring both leasing and sale options and are in discussions with both potential tenants and buyers; however, there can be no guarantee that we will be able to secure agreements at favorable terms, or at all.

Previous wording

Regarding the properties currently on non-accrual status, the tenants on three of the five farms are current with their rental payments to us. We are continuing to work with the tenant leasing the other two farms and will seek to come to an agreement for the remaining rental payments, if possible. Such agreement, if one can be reached, may include placing the tenant on a payment plan, deferring a portion of the rent owed to us, or agreeing to terminate the lease. In the event of a termination, we estimate that we would be able to find new tenants to lease each of these properties to at market rental rates within 1 to 12 months.

Current wording

Regarding the farms currently on non-accrual status, we continue to work with each of the tenants to resolve the outstanding rent amounts and will seek to reach agreements on the remaining payments where possible. Such agreement, if one can be reached, may include placing the tenant on a payment plan, deferring a portion of the rent owed to us, or agreeing to terminate the lease. In the event of a termination, we estimate that we would be able to find a new tenant to lease these properties at market rental rates within 1 to 12 months.

Previous wording

We currently own a total of 46,400 acre-feet of long-term water assets, and our investments in these long-term water assets have an aggregate carrying value of approximately $34.6 million.

Current wording

We currently own a total of 55,387 acre-feet of long-term water assets, and our investments in these long-term water assets have an aggregate carrying value of approximately $36.9 million.

Previous wording

In addition, in February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas. Certain of our farms in the state suffered minor damage as a result of the storms, but no farms were materially impacted.

Current wording

In February 2024, certain parts of California, particularly the southern part of the state, experienced a “one-in-one-thousand year” rainfall event, as atmospheric river storms caused widespread flooding and mudslides in multiple areas. Certain of our farms suffered minor damage as a result of the storms, but no farms were materially impacted.

Previous wording

In January 2023, periods of heavy rainfall in California resulted in floods that impacted several areas of the state, including regions where certain of our farms are located. As a result of the flooding, one of our farms in the Central Valley suffered damage to certain structures located on the farm, and we estimated the carrying value of the structures on this property damaged by the floods to be approximately $855,000. As such, during the year ended December 31, 2023, we wrote down the carrying value of these structures and also recorded a corresponding property and casualty loss. Certain of our other farms in California suffered minor damage as a result of the floods, but no other farms were materially impacted.

Current wording

In September and October 2024, Hurricanes Helene and Milton caused widespread destruction across many states in the Southeastern U.S., including areas where several of our farms are located. As a result of Hurricane Helene in September 2024, one of our farms in Georgia suffered damage to certain permanent plantings on the farm, and we estimated the carrying value of such plantings to be approximately$275,000. As such, during theyear ended December 31, 2024, we wrote down the carrying value of these plantings and also recorded a corresponding property and casualty loss, included within Property and casualty loss, net on our Consolidated Statements of Operations and Comprehensive Income. Certain of our other farms in the region suffered minor damage as a result of Hurricanes Helene and Milton, but no other farms were materially impacted.

Previous wording

From January 1, 2023, through the date of this filing, we repaid approximately $52.2 million of notes and bonds that were either maturing or scheduled for a price reset. On a weighted-average basis, these borrowings bore interest at a stated rate of 3.55% and an effective interest rate (after interest patronage, where applicable) of 3.43%.

Current wording

From January 1, 2024, through the date of this filing, we repaid approximately $53.0 million of loans, the majority of which were either maturing or scheduled for a price reset. On a weighted-average basis, these borrowings bore interest at a stated rate of 4.31% and an effective interest rate (after interest patronage, where applicable) of 3.69%.

Previous wording

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2023, we recorded interest patronage of approximately $2.3 million related to interest accrued on the Farm Credit Notes Payable during theyear ended December 31, 2022. During the three months ended September 30, 2022, we received approximately $113,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2022 interest patronage (which relates to interest accrued during 2022 but is typically paid during the first half of 2023) early. In total, 2022 interest patronage resulted in a 24.1% reduction (approximately 109 basis points) to the interest rates on such borrowings. In addition, during the three months ended September 30, 2023, we recorded approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage early. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.

Current wording

From time to time since September 2014, we, through certain subsidiaries of our Operating Partnership, have entered into various loan agreements (collectively, the “Farm Credit Notes Payable”) with 13 different Farm Credit associations (collectively, “Farm Credit”). During the three months ended March 31, 2024, we recorded interest patronage of approximately $1.9 million related to interest accrued on the Farm Credit Notes Payable during the year ended December 31, 2023, and during the three months ended September 30, 2023, we received approximately $111,000 of interest patronage, as certain Farm Credit associations paid a portion of the 2023 interest patronage (which relates to interest accrued during 2023 but is typically paid during the first half of 2024) early. In total, 2023 interest patronage resulted in a 22.0% reduction (approximately 101 basis points) to the interest rates on such borrowings. For further discussion on interest patronage, refer to Note 4, “Borrowings—Farm Credit Notes Payable—Interest Patronage,” in the accompanying notes to our consolidated financial statements.

Previous wording

On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our newly-designated 5.00% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share. See Note 6,“Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.

Current wording

On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering of up to 8,000,000 shares of our Series E Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Series E Offering”). See Note 6,“Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” in the accompanying notes to our consolidated financial statements for a discussion of the commissions and fees to be paid to Gladstone Securities in connection with the Series E Offering.

Previous wording

(1)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $609,000.

Current wording

(1)Net of underwriting discounts and selling commissions and dealer-manager fees borne by us. Aggregate selling commissions and dealer-manager fees paid to Gladstone Securities as a result of these sales was approximately $41,000.

Previous wording

On May 12, 2020, we entered into equity distribution agreements with Virtu Americas, LLC, and Ladenburg Thalmann & Co., Inc. (each a “Sales Agent”), that, as subsequently amended, permitted us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $260.0 million (the “ATM Program”). On April 13, 2023, we entered into separate amended and restated equity distribution agreements with the Sales Agents to allow us to sell shares of our common stock having an aggregate offering price of up to $500.0 million.

Current wording

We have entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg Thalmann & Co. Inc. (each a “Sales Agent”), that, as amended, currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $500.0 million (the “ATM Program”).

Previous wording

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The investment advisory agreement with our Adviser that was in effect from January 1, 2020, through June 30, 2021 (the “Prior Advisory Agreement”), was amended and restated effective July 1, 2021 (as amended, the “Current Advisory Agreement,” and together with the Prior Advisory Agreement, the “Advisory Agreements”). The Current Advisory Agreement revised the calculation of the base management fee beginning with the three months ended September 30, 2021, while all other terms of the Prior Advisory Agreement remained the same. Each of the Advisory Agreements and the current administration agreement with our Administrator (the “Administration Agreement”) were approved unanimously by our Board of Directors, including, specifically, our independent directors.

Current wording

We are externally managed pursuant to contractual arrangements with our Adviser and our Administrator (both affiliates of ours), which collectively employ all of our personnel and pay their salaries, benefits, and general expenses directly. The current Advisory Agreement and the current Administration Agreement were each approved unanimously by our board of directors, including, specifically, our independent directors.

Previous wording

A summary of certain compensation terms within the Advisory Agreements and a summary of the Administration Agreement is below.

Current wording

A summary of certain compensation terms within the Advisory Agreement and a summary of the Administration Agreement is below.

Previous wording

Pursuant to each of the Advisory Agreements, our Adviser is compensated in the form of a base management fee, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreements,” within the accompanying notes to our consolidated financial statements.

Current wording

Pursuant to the Advisory Agreement, our Adviser is compensated in the form of a base management fee and, each as applicable, an incentive fee, a capital gains fee, and a termination fee. Our Adviser does not charge acquisition or disposition fees when we acquire or dispose of properties, as is common in other externally-managed REITs. The base management and incentive fees are described below. For information on the capital gains and termination fees, refer to Note 6, “Related-Party Transactions—Our Adviser and Administrator—Advisory Agreement,” within the accompanying notes to our consolidated financial statements.

Previous wording

defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Current wording

Pursuant to the Advisory Agreement, a base management fee is paid quarterly in arrears and is calculated at an annual rate of 0.60% (0.15% per quarter) of the prior calendar quarter’s “Gross Tangible Real Estate,” defined as the gross cost of tangible real estate owned by us (including land and land improvements, permanent plantings, irrigation and drainage systems, farm-related facilities, and other tangible site improvements), prior to any accumulated depreciation, and as shown on our balance sheet or the notes thereto for the applicable quarter.

Previous wording

Pursuant to each of the Advisory Agreements, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

Current wording

Pursuant to the Advisory Agreement, an incentive fee is calculated and payable quarterly in arrears if the Pre-Incentive Fee FFO for a particular quarter exceeds a hurdle rate of 1.75% (7.0% annualized) of the prior calendar quarter’s Total Adjusted Common Equity.

Previous wording

For purposes of this calculation, Pre-Incentive Fee FFO is defined in each of the Advisory Agreements as FFO (also as defined in each of the Advisory Agreements) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that are not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in our Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.

Current wording

For purposes of this calculation, Pre-Incentive Fee FFO is defined in the Advisory Agreement as FFO (also as defined in the Advisory Agreement) accrued by the Company during the current calendar quarter (prior to any incentive fee calculation for the current calendar quarter), less any dividends paid on preferred stock securities that were not treated as a liability for GAAP purposes. In addition, Total Adjusted Common Equity is defined as common stockholders’ equity plus non-controlling common interests in our Operating Partnership, if any (each as reported on our balance sheet), adjusted to exclude unrealized gains and losses and certain other one-time events and non-cash items.

Previous wording

For the purposes of the following discussions on certain operating revenues and expenses:

Current wording

For the purposes of the following discussions on certain operating revenues and expenses with regard to the comparison between the years ended December 31, 2024 and 2023:

Previous wording

▪Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2021. From January 1, 2022, through December 31, 2023, we acquired five new farms and had one partial farm disposition; and

Current wording

•Properties acquired or disposed of are farms that were either acquired or disposed of at any point subsequent to December 31, 2022. From January 1, 2023, through December 31, 2024, we did not acquire any new farms and disposed of all or a portion of five properties (consisting of 15 farms); and

Previous wording

▪Farms that were vacant (either wholly or partially) at any point during either period presented. Five of our farms were vacant during a portion of either of the years ended December 31, 2023 or 2022;

Current wording

◦Farms that were vacant (either wholly or partially) at any point during either period presented;