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Farmland Partners Inc.

For the period ended Jun 30, 2025. Filed Jul 24, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 24, 2025

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

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Notes to Consolidated Financial Statements (unaudited)

Note 1—Organization and Significant Accounting Policie****s

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 June 30, 2025, FPI owned a 97.5% 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 June 30, 2025, the Operating Partnership owned a 9.97% equity interest in an unconsolidated equity method investment that holds 11 properties.

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

As of June 30, 2025, the Company owned a portfolio of approximately 75,900 acres of farmland, which is consolidated in these financial statements. In addition, as of June 30, 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 and served as property manager for approximately 49,600 acres of farmland (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, provide property management, auction, and brokerage and volume purchasing services to our tenants through the TRS. As of June 30, 2025, the TRS performed direct farming operations on 2,103 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 and any other entity in which FPI holds a controlling financial interest. 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.

Interim Financial Information

The information in the accompanying consolidated financial statements of the Company as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 is unaudited. The accompanying consolidated financial statements

include adjustments based on management’s estimates (consisting of normal and recurring accruals), which the Company considers necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K, which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 20, 2025. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of actual operating results for the entire year ending December 31, 2025.

The consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the SEC for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

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 the ongoing conflicts in the Middle East, 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.

Significant Accounting Policies

There have been no changes to the Company’s significant accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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 ($160.0 million as of June 30, 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 June 30, 2025, the Company had $192.7 million of mortgage and other debt against a portfolio of real estate assets with a net book value of $648.6 million.

Accounts Receivable

Accounts receivable are presented at face value, net of the allowance for doubtful accounts. The allowance for doubtful accounts was $0.1 million and less than $0.1 million as of June 30, 2025 and December 31, 2024, respectively. 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.

As of June 30, 2025 and December 31, 2024, inventory consisted of the following:

​​​​​​​
(in thousands) · June 30, 2025 · December 31, 2024
Harvested crop​$1,441​$414
Growing crop​​1,150​​2,245
​​$2,591​$2,659

Goodwill and Intangible Assets

During the three and six months ended June 30, 2025, the Company did not incur any impairment charges related to goodwill and intangible assets.

The Company recorded amortization of customer relationships of less than $0.1 million during each of the three and six months ended June 30, 2025 and 2024.

Impairment of Real Estate Assets

During the three months ended June 30, 2025, the Company recorded an 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. 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. These assets were valued based upon a market assessment of similar properties. As a result, the Company recognized $16.8 million of impairment on real estate assets in the accompanying financial statements during the three and six months ended June 30, 2025.

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 (the “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 a single 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, which are non-GAAP measures. 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.

​​​​​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · For the three months ended June 30, · ​ · ​ · For the six months ended June 30,
(in thousands except per share amounts) · ​ · ​ · 2025 · 2024 · 2025 · 2024
Net income (loss)​​​​$7,792​$(2,052)​​$9,885​$(644)
(Gain) loss on disposition of assets, net​​​​​(24,228)​​10​​​(24,991)​​96
Depreciation, depletion and amortization​​​​1,130​1,430​​2,303​​2,911
Impairment of assets​​​​​16,821​—​​16,821​​—
FFO (1)​​​​$1,515​$(612)​​$4,018​$2,363
​​​​​​​​​​​​​​​​​
Stock-based compensation​​​​528​​512​​1,047​​1,037
Real estate related acquisition and due diligence costs​​​​(3)​​—​​​2​​27
Distributions on Series A Preferred Units​​​​​(743)​​(743)​​​(1,486)​​(1,486)
Severance expense​​​​​—​​1,373​​​—​​1,373
AFFO (1)​​​​$1,297​$530​​$3,581​$3,314
​​​​​​​​​​​​​​​​​
AFFO per diluted weighted average share data:​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​
AFFO weighted average common shares​​​​46,765​49,379​​46,972​49,325
​​​​​​​​​​​​​​​​​
Net income (loss) available to common stockholders of Farmland Partners Inc.​​​​$0.15​$(0.06)​​$0.18​$(0.05)
Income available to redeemable non-controlling interest and non-controlling interest in operating partnership​​​​0.030.02​​​0.030.04
Depreciation, depletion and amortization​​​​0.02​0.03​​0.05​0.06
Impairment of assets​​​​0.36​0.00​​0.36​0.00
Stock-based compensation​​​​0.01​0.01​​0.02​0.02
(Gain) on disposition of assets, net​​​​​(0.52)​​0.00​​​(0.53)​​0.00
Distributions on Series A Preferred Units​​​​(0.02)​(0.02)​​(0.03)​​(0.03)
Severance expense​​​​​0.00​​0.03​​​0.00​​0.03
AFFO per diluted weighted average share (1)​​​​$0.03​$0.01​​$0.08​$0.07

(1)The six months ended June 30, 2024 includes approximately $1.2 million of income from forfeited deposits due to the termination of a repurchase agreement. The six months ended June 30, 2025 includes approximately $1.0 million of income as a result of a solar lease arrangement with a tenant.

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.

Recently Issued Accounting Standards

In December 2023, the Financial Accounting Standards Board (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 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 assured; 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 three and six months ended June 30, 2025 and 2024:

​​​​​​​​​​​​​
​ · ​ · For the three months ended · ​ · For the six months ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · 2025 · 2024 · 2025 · ​ · 2024
Fixed Farm Rent​$4,932​$8,204​$9,751​$16,827
Solar, Wind and Recreation Rent​​291​​623​​1,838​​1,277
Tenant Reimbursements​579​679​1,182​1,400
Variable Rent​222​33​223​242
​​$6,024​$9,539​$12,994​$19,746

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 June 30, 2025 and December 31, 2024, the Company had $0.2 million and $0.1 million, respectively, 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 Accounting Standards Codification (“ASC”) 842, Lease Accounting.

The following sets forth a summary of rental income recognized during the three and six months ended June 30, 2025 and 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​Rental income recognized
​ · ​ · For the three months ended · ​ · For the six months ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · 2025 · 2024 · 2025 · ​ · 2024
Leases in effect at the beginning of the year​$5,553​$8,233​$12,222​$17,369
Leases entered into during the year​471​1,306​772​2,377
​​$6,024​$9,539​$12,994​$19,746

Future minimum fixed rent payments from tenants under all non-cancelable leases in place as of June 30, 2025, including lease advances when contractually due, but excluding crop share and tenant reimbursement of expenses, for the remainder of 2025 and each of the next four years and thereafter as of June 30, 2025 are as follows:

​​​​​​​​​​​​​
(in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Future rental
Year Ending December 31, · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · payments
2025 (remaining six months)​​​​​​​​​​$10,309
2026​​​​​​​​​​​16,504
2027​​​​​​​​​​​12,636
2028​​​​​​​​​​3,952
2029​​​​​​​​​​​3,758
Thereafter​​​​​​​​​​​41,093
​​​​​​​​​​​$88,252

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. During the three months ended June 30, 2025 and 2024, revenues from the sale of harvested crops recognized were $1.4 million and $0.9 million, respectively. Revenues from the sale of harvested crops recognized for the six months ended June 30, 2025 and 2024 were $2.3 million and $1.6 million, respectively. The cost of harvested crops sold was $1.5 million and $0.8 million, respectively, during the three months ended June 30, 2025 and 2024. During the six months ended June 30, 2025 and 2024, the cost of harvested crops sold was $2.1 million and $1.3 million, 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. 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 generates auction revenue by contracting with a real estate owner to market and auction farm property. Successful bidders sign a purchase agreement immediately following the auction. Auction fee revenue is recognized upon completion of the auction. The Company generates 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 is recognized upon completion of the transaction. Property management revenue is recognized over the term of the contract as services are being provided. The Company collects property management fees in advance of the commencement of property management activities on behalf of third parties and includes them in deferred revenue until they are 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 three and six months ended June 30, 2025 and 2024.

The following table presents other revenue that is disaggregated by revenue source for the three and six months ended June 30, 2025 and 2024:

​​​​​​​​​​​​​
​ · ​ · For the three months ended · ​ · For the six months ended
​ · ​ · June 30, · ​ · June 30,
(in thousands) · 2025 · 2024 · 2025 · ​ · 2024
Auction and brokerage fees​$151​$89​$273​$371
Crop insurance proceeds​​—​​—​​35​​—
Property management income​209​259​479​488
Other (e.g., interest income)​2,137​623​4,145​1,235
​​$2,497​$971​$4,932​$2,094

Note 3—Concentration Risk

Credit Risk

Revenue for the three and six months ended June 30, 2025 is not necessarily indicative of actual revenue for the entire year ending December 31, 2025. The Company receives a significant portion of its variable rental payments in the fourth quarter of each year, typically resulting in at least one tenant concentration of 10% or greater of revenue in that quarter and for the year. If a significant tenant 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. For the three and six months ended June 30, 2025 and 2024, the Company had tenant concentrations of 10% or greater of rental income, as presented in the table below.

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Rental income recognized · ​ · Approximate % of rental income
​ · ​ · For the three months ended June 30, · ​ · For the three months ended June 30,
($ in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024
Tenant A​$977​$982​​16.2%​​10.3%
Tenant B​$730​$N/A​​12.1%​​N/A​
Tenant C​$722​$N/A​​12.0%​​N/A​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Rental income recognized · ​ · Approximate % of rental income
​ · ​ · For the six months ended · ​ · For the six months ended
($ in thousands) · ​ · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024
Tenant A​$1,955​$N/A​​15.0%​​N/A​
Tenant B​$2,500​$N/A​​19.2%​​N/A​
Tenant C​$1,450​$N/A​​11.2%​​N/A​

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

Geographic Risk

The following table summarizes the percentage of approximate total acres owned as of June 30, 2025 and 2024, and the fixed and variable rent recorded by the Company for the three and six months ended June 30, 2025 and 2024 by location of the farm:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Approximate % · ​ · ​ · Rental Income (1)
​ · ​ · of total acres · ​ · ​ · For the three months ended · ​ · ​ · For the six months ended
​ · ​ · As of June 30, · ​ · ​ · June 30, · ​ · ​ · June 30,
Location of Farm (2) · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024 · ​ · 2025 · ​ · 2024
Corn Belt​52.5%​34.5%​68.1%​50.3%​64.5%​48.4%
Delta and South​9.9%​19.6%​5.4%​10.1%​1.7%​10.5%
High Plains​9.7%​16.2%​7.0%​6.8%​7.5%​6.6%
Southeast​13.4%​21.4%​3.3%​19.6%​3.2%​20.8%
West Coast​14.5%​8.3%​16.2%​13.2%​23.1%​13.7%
​​100.0%​100.0%​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 not fully representative of each region’s income-producing capacity until a full year is taken into account.
(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 three and six months ended June 30, 2025 and 2024.

Note 5—Real Estate

During the six months ended June 30, 2025, the Company completed acquisitions consisting offive properties in the Corn Belt region. Aggregate cash consideration for these acquisitions totaled $6.5 million. No intangible assets were acquired through these acquisitions.

During the six months ended June 30, 2024, the Company completed acquisitions consisting ofthree properties in the Corn Belt region. Aggregate cash consideration for these acquisitions totaled $16.3 million. No intangible assets were acquired through these acquisitions.

During the six months ended June 30, 2025, the Company completed dispositions consisting of 34 properties in the Corn Belt, Delta and South, High Plains and West Coast regions. The Company received $81.6 million in aggregate consideration, including $2.1 million in seller financing, and recognized an aggregate gain on sale of $25.0 million.

During the six months ended June 30, 2024, the Company hadno property dispositions.

During the three and six months ended June 30, 2025 and 2024, the Company incurred an immaterial amount of costs related to acquisitions and due diligence.

Note 6—Loans and Financing Receivables

The Company offers an agricultural lending product focused on farmers as a complement to the Company’s business of acquiring and owning farmland and leasing it to farmers (the “FPI Loan Program”). Under the FPI Loan Program, the Company primarily makes loans to third-party farmers (both tenant and non-tenant) and landowners to provide financing for property acquisitions, working capital requirements, operational farming activities, farming infrastructure projects and for other farming, agricultural and other real estate related projects. 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%.

As of June 30, 2025 and December 31, 2024, the Company held the following loans and financing receivables:

​​​​​​​​​​​​​​​
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Outstanding as of · ​ · Maturity
Loan · Terms · June 30, 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​​500​7/31/2025
Mortgage Note (5)​Principal & interest due at maturity​​​​​​21,121​​22,000​1/31/2026
Mortgage Note (5)​Principal & interest due at maturity​​​​​​6,380​​6,380​1/31/2026
Mortgage Note (5)​Principal & interest due at maturity​​​​​​4,000​​—​10/15/2025
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
Total outstanding principal​​​​​​​​40,459​​32,729​​
Sale-leaseback transactions accounted for as financing arrangements:​​​​​​​​​​​
Financing Receivable, net (8)​Monthly payments in accordance with lease agreement​​​​​​6,383​​5,947​11/17/2037
Financing Receivable, net (8)​Monthly payments in accordance with lease agreement​​​​​​4,497​​4,497​11/17/2037
Financing Receivable, net (8)​Monthly payments in accordance with lease agreement​​​​​​3,566​​3,565​11/17/2037
Financing Receivable, net (8)​Monthly payments in accordance with lease agreement​​​​​​3,227​​3,231​11/17/2037
Financing Receivable, net (9)​Monthly payments in accordance with lease agreement​​​​​​7,623​​7,826​12/31/2029
Total financing receivable​​​​​​​​25,296​​25,066​​
Interest receivable (net of unamortized points)​​​​​​​​(1,339)​​(2,209)​​
Allowance for credit losses​​​​​​​​(350)​​(281)​​
Provision for interest receivable​​​​​​​​—​​—​​
Total Loans and financing receivables, net​​​​​​​$64,066​$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.
(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.
(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 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.
(9)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.

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 $0.1 million and less than $0.1 million as of June 30, 2025 and December 31, 2024, respectively. Additionally, the Company has recorded an allowance for credit losses on its financing receivables of $0.2 million as of each of June 30, 2025 and December 31, 2024. The Company recordedno credit loss expense related to receivables during the three and six months ended June 30, 2025 and 2024, respectively. There wereno charge-offs or recoveries during three and six months ended June 30, 2025 and 2024. In addition, as of June 30, 2025, all payments under loans and financing receivables have been received in accordance with the agreements.

The following tables detail the allowance for credit losses as of June 30, 2025 and December 31, 2024:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · June 30, 2025 · ​
($ in thousands) · ​ · Amortized Cost · ​ · Allowance · ​ · Loans and financing receivables, net · ​ · Allowance as a %of Amortized Cost · ​
Loans under FPI Loan Program​$39,120​$(118)​$39,002​​0.30%
Financing Receivables​​25,296​​(232)​​25,064​​0.92%
Totals​$64,416​$(350)​$64,066​​0.54%
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31, 2024 · ​
($ 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 six months ended June 30, 2025 and 2024:

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · Six months ended June 30,
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · 2025 · ​ · 2024
Balance at beginning of period​​​​​​​$(281)​$(168)
Initial allowance for financing receivables​​​​​​​​—​​—
Initial allowance for loan receivables​​​​​​​​(69)​​—
Current period change in credit allowance​​​​​​​​—​​10
Charge-offs​​​​​​​​—​​—
Recoveries​​​​​​​​—​​—
Balance at end of period​​​​​​​$(350)​$(158)

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 June 30, 2025 and December 31, 2024, the estimated fair value of the loans and financing receivables was $52.0 million and $48.7 million, respectively.

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

As of June 30, 2025 and December 31, 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 · ​ · June 30, · ​ · Interest Rate · ​ · Adjustment · ​ · June 30, · ​ · December 31, · ​ · Maturity · ​ · June 30,
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​5.83%​SOFR + 1.50%​N/A​​14,000​​—​December 2025​​55,841
MetLife Term Loan #1​Semi-annual​5.55%​Fixed​N/A​​67,086​​67,086​March 2026​​102,171
MetLife Term Loan #4​Semi-annual​5.55%​Fixed for 3 years​March 2026​​1,200​​1,550​June 2026​​2,698
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​​44,000​​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​​35,751
MetLife Facility​Quarterly​6.40%​SOFR + 2.10%​N/A​​—​​—​October 2027​​79,929
Rabobank (1)​Semi-annual​6.14%​SOFR + 1.81%​March 2026 ⁽²⁾​​4,912​​11,758​March 2028​​8,633
Rutledge Facility​Quarterly​5.70%​SOFR + 1.40%​N/A​​9,000​​—​February 2027​​147,274
Total outstanding principal​​​​​​​​​​193,391​​204,574​​​$598,493
Debt issuance costs​​​​​​​​​​(644)​​(891)​​​​​
Unamortized premium​​​​​​​​​​—​​—​​​​​
Total mortgage notes and bonds payable, net​​​​​​​$192,747​$203,683​​​​​
(1)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 14.4% to 11.9%.
(2)The adjustment date included in the table above is for the spread noted under “Interest Rate Terms.”

Farmer Mac Debt

As of June 30, 2025 and December 31, 2024, the Operating Partnership had approximately $14.0 million and $25.0 million, respectively, in aggregate principal amount outstanding under the bond purchase agreement entered into in October 2022 (the “Farmer Mac Facility”) with Federal Agricultural Mortgage Corporation and its wholly owned subsidiary, Farmer Mac Mortgage Securities Corporation (collectively, “Farmer Mac”), and $44.0 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 +1.50% on drawn amounts and an unused commitment fee of 0.20%. 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 June 30, 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.

Subsequent to June 30, 2025, the Company made repayments of $14.0 million on the Farmer Mac facility (see “Note 12—Subsequent Events” for additional information regarding the Company’s repayment of debt subsequent to June 30, 2025).

MetLife Debt

As of June 30, 2025 and December 31, 2024, the Company had $165.5 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 210 basis points. As of June 30, 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 June 30, 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 50% of the unpaid principal balance (depending on the tranche of debt) during a calendar year without penalty.

Rabobank Mortgage Note

As of June 30, 2025 and December 31, 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 June 30, 2025.

Rutledge Facility

As of June 30, 2025 and December 31, 2024, the Company and the Operating Partnership had $9.0 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%.

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 June 30, 2025, the facility size was $75.0 million, $66.0 million remained available under the facility and the Company was in compliance with all covenants under the loan agreements relating to the Rutledge Facility.

Subsequent to June 30, 2025, the Company made repayments of $9.0 million on the Rutledge facility (see “Note 12—Subsequent Events” for additional information regarding the Company’s repayment of debt subsequent to June 30, 2025).

Debt Issuance Costs

The Company incurred $0.0 million and less than $0.1 million, respectively, in debt issuance costs during the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, the Company recorded amortization expense of $0.2 million and $0.4 million, respectively, which is included in interest expense in the accompanying Consolidated Statements of Operations. Accumulated amortization of deferred financing fees was $2.8 million and $2.6 million as of June 30, 2025 and December 31, 2024, respectively.

Aggregate Maturities

As of June 30, 2025, aggregate maturities of long-term debt for the succeeding years are as follows:

​​​​​​​​​​​​​
($ in thousands)​​​​​​​​​​​​
Year Ending December 31, · Future Maturities
2025 (remaining six months)​​​​​​​​​$14,000​
2026​​​​​​​​​​68,286​
2027​​​​​​​​​​33,987​
2028​​​​​​​​​11,312​
2029​​​​​​​​​​—​
Thereafter​​​​​​​​​​65,806​
​​​​​​​​​​$193,391​

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 June 30, 2025 and December 31, 2024, the estimated fair value of the mortgage notes payable was $183.8 million and $193.5 million, respectively.

Note 8—Commitments and Contingencies

The Company is not currently subject to any known material contingencies arising from its business operations, nor to any material known or threatened litigation other than as discussed below.

Office Leases

The Company haseight leases in place for office space and office equipment with payments ranging between $252 and $14,046 per month and lease terms expiring between September 2025 and October 2030. 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 5.31% to 6.33%, 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. During each of the three months ended June 30, 2025 and 2024, the Company’s total lease cost was less than $0.1 million. The Company’s total lease cost during each of the six months ended June 30, 2025 and 2024 was $0.1 million. 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
2025 (remaining six months)​$140​
2026​​248​
2027​​96​
2028​​87​
2029​88​
Thereafter​​63​
Total lease payments​​722​
Less: imputed interest​​(81)​
Lease liability​$641​

Litigation

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. 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 June 30, 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 six months ended June 30, 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 (the “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, respectively, as of June 30, 2025 and December 31, 2024.

Note 9—Stockholders’ Equity and Non-controlling Interests

Non-controlling Interest in Operating Partnership

FPI consolidates the Operating Partnership. As of each of June 30, 2025 and December 31, 2024, FPI owned 97.5% of the outstanding interests in the Operating Partnership, and the remaining 2.5% of the outstanding interests 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 six months ended June 30, 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 June 30, 2025 and December 31, 2024, respectively.

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 six months ended June 30, 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. As of June 30, 2025,99,000 Series A preferred units were outstanding. The total liquidation value of such preferred units as of June 30, 2025 and December 31, 2024 was $100.5 million and $102.0 million, respectively, including accrued distributions.

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 six months ended June 30, 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​​​​​​​​—​​1,485
Redemption of Series A preferred units​​​​​​​​—​​—
Balance at June 30, 2024​​​​​​​​99​$100,485
​​​​​​​​​​​​​
Balance at December 31, 2024​​​​​​​​99​$101,970
Distribution paid to non-controlling interest​​​​​​​​—​​(2,970)
Accrued distributions to non-controlling interest​​​​​​​​—​​1,485
Redemption of Series A preferred units​​​​​​​​—​​—
Balance at June 30, 2025​​​​​​​​99​$100,485

Distributions

The Company’s Board of Directors declared and paid the following distributions to common stockholders and holders of Common units for the six months ended June 30, 2025 and 2024:

​​​​​​​​​​
Fiscal Year · Declaration Date · Record Date · Payment Date · Distributionsper CommonShare/OP unit
2025​December 12, 2023​December 29, 2023​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
​​​​​​​​$1.2700
​​​​​​​​​​
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
​​​​​​​​$0.3300

In general, common stock cash dividends declared by the Company will be considered ordinary income to stockholders for income tax purposes. From time to time, a portion of the Company’s dividends may be characterized as qualified dividends, capital gains or return of capital.

In connection with the 3.00% cumulative preferential distribution on the Series A preferred units, the Company had accrued $1.5 million in distributions payable as of June 30, 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 six months ended June 30, 2025, the Company repurchased 2,162,779 shares of its common stock at a weighted average price of $11.20 per share. As of June 30, 2025, the Company had approximately $31.5 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 June 30, 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 a

one-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 June 30, 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​​​​​​​177​​11.2539​​7.36
Vested​​​​​​​(158)​​11.28—​​—
Forfeited​​​​​​​—​​——​​—
Unvested at June 30, 2024​​​​​​​366​$11.1439​$7.36
​​​​​​​​​​​​​​​​​​
Unvested at December 31, 2024​​​​​​​328​$11.1539​$7.36
Granted​​​​​​​145​​11.6728​​7.71
Vested​​​​​​​(153)​​11.13—​​—
Forfeited​​​​​​​—​​——​​—
Unvested at June 30, 2025​​​​​​​320​$11.4067​$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 $0.5 million during each of the three months ended June 30, 2025 and 2024. During the six months ended June 30, 2025 and 2024, the Company recognized stock-based compensation expense related to restricted stock awards of $1.1 million and $1.0 million, respectively. As of June 30, 2025 and December 31, 2024, there were $3.2 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 1.9 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 Quarterly Report on Form 10-Q. 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.

Deferred Offering Costs

Deferred offering costs include incremental direct 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 in offering costs during each of the three and six months ended June 30, 2025 and 2024. As of each of June 30, 2025 and December 31, 2024, the Company had $0.0 million in deferred offering costs, net of amortization, related to regulatory, legal, accounting and professional service costs associated with proposed or completed offerings of securities.

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 three months ended · ​ · For the six months ended
​ · ​ · June 30, · ​ · June 30,
(in thousands, except per share amounts)2025​2024​20252024
Numerator for net income per share - basic:​​​​​​​​​​​​
Net income (loss) available to common stockholders of Farmland Partners Inc.​$6,836​$(2,769)​$8,108​$(2,163)
​​​​​​​​​​​​​
Numerator for net income per share - diluted:​​​​​​​​​​​​
Net income (loss) available to common stockholders of Farmland Partners Inc.​$6,836​$(2,769)​$8,108​$(2,163)
Dividend equivalent rights allocated to performance-based unvested restricted shares​​4​​—​​—​​—
Nonforfeitable distributions allocated to time-based unvested restricted shares​​—​​—​​—​​—
Distributions on Series A preferred units​​743​​—​​1,486​​—
Numerator for net income (loss) per share - diluted:​$7,583​$(2,769)​$9,594​$(2,163)
​​​​​​​​​​​​​
Denominator:​​​​​​​​​​​​
Weighted-average number of common shares - basic​​45,248​​47,798​​45,418​​47,751
Unvested time-based restricted shares​​—​​—​​—​—
Unvested performance-based restricted shares​​35​​—​​—​—
Redeemable non-controlling interest​​8,701​​—​8,766​—
Weighted-average number of common shares - diluted (1)​53,984​47,798​54,184​47,751
​​​​​​​​​​​​​
Income (loss) per share attributable to common stockholders - basic​$0.15​$(0.06)​$0.18​$(0.05)
Income (loss) per share attributable to common stockholders - diluted​$0.14​$(0.06)​$0.18​$(0.05)
(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 1.2 million during each of the three and six months ended June 30, 2025 and 2024.

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 six months ended June 30, 2025, these shares were included in the diluted earnings per share calculation. For the six months ended June 30, 2024, these shares were not included in the diluted earnings per share calculation as they would have been anti-dilutive.

For the six months ended June 30, 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 June 30, 2025 and December 31, 2024, respectively.

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · June 30, · ​ · December 31,
​​​​​​​​​2025​​2024
Shares​​​​​​​​44,025​​45,604
Common Units​​​​​​​​749​​1,203
Unvested Restricted Stock Awards​​​​​​​​320​​328
​​​​​​​​​45,094​​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 June 30, 2025 and December 31, 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 each of the three months ended June 30, 2025 and 2024 were $0.1 million. Termination fees paid during the six months ended June 30, 2025 and 2024 were $0.1 million and $0.2 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. During the three months ended June 30, 2025 and 2024, amortization was $(0.3) million and $0.0 million, respectively. Amortization during the six months ended June 30, 2025 and 2024 was $(0.4) million and $0.0 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 June 30, 2025.

As of June 30, 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 June 30, 2025, is set out below:

​ · ​ · ​ · ​ · ​ · ​
($ in thousands) · ​ · ​ · ​ · ​ · ​
Instrument · Balance sheet location · Level 2 Fair Value
Interest rate swap​Derivative asset​$428

The effect of derivative instruments on the consolidated statements of operations for the periods ended June 30, 2025 and 2024 is set out below:

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

The net change associated with current period hedging transactions was less than $(0.1) million and $0.0 million for the three months ended June 30, 2025 and 2024, respectively, and less than $(0.1) million and $(0.2) million for the six months ended June 30, 2025 and 2024, respectively. The amortization of frozen Accumulated Other Comprehensive Income was $(0.3) million and $0.0 million for the three months ended June 30, 2025 and 2024, respectively, and $(0.4) million and $0.0 million for the six months ended June 30, 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 six months ended June 30, 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 June 30, 2025 and December 31, 2024:

​​​​​​​​​
($ in thousands) · ​ · ​ · June 30, 2025 · December 31, 2024
Beginning accumulated derivative instrument gain or loss​​​$1,512​$2,691
Net change associated with current period hedging transactions​​​​(28)​​(1,065)
Amortization of frozen AOCI on de-designated hedge​​​​(416)​​(114)
Difference between a change in fair value of excluded components​​​​—​​—
Closing accumulated derivative instrument gain or loss​​​$1,068​$1,512

Note 11—Income Taxes

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

​​​​​​​​​​​​​​
​ · ​ · For the three months ended · ​ · ​ · For the six months ended
($ in thousands) · ​ · June 30, 2025 · ​ · June 30, 2024 · ​ · ​ · June 30, 2025 · ​ · June 30, 2024
United States​$(463)​$(300)​$(1,444)​$(1,272)
International​​—​​—​​​—​​—
Total​$(463)​$(300)​​$(1,444)​$(1,272)

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

​​​​​​​​​​​​​​
​ · ​ · For the three months ended · ​ · ​ · For the six months ended
($ in thousands) · ​ · June 30, 2025 · ​ · June 30, 2024 · ​ · ​ · June 30, 2025 · ​ · June 30, 2024
Current: · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Federal​$—​$—​​$—​$—
State​​—​​—​​​—​​—
Total Current Tax (Benefit) Expense​$—​$—​​$—​$—
Deferred:​​​​​​​​​​​​​
Federal​​(8)​​(1)​​​9​​18
Total Tax (Benefit) Expense​$(8)​$(1)​​$9​$18

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 June 30, 2025 and December 31, 2024 are as follows:

​​​​​​​​​​​​​​
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · June 30, 2025 · ​ · December 31, 2024
Deferred tax assets:​​​​​​​​​​​​​
Net operating loss​​​​​​​​$2,520​$1,986
Stock Compensation​​​​​​​​​21​​12
Charitable Contributions​​​​​​​​​5​​5
Total deferred tax assets​​​​​​​​$2,546​​2,003
Deferred tax liabilities:​​​​​​​​​​​​​
Fixed assets​​​​​​​​$(11)​$(13)
Intangible Assets​​​​​​​​​(128)​​(86)
Total deferred tax liabilities​​​​​​​​$(139)​$(99)
Valuation Allowance​​​​​​​​​(2,437)​​(1,925)
Net deferred taxes​​​​​​​​$(30)​$(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 $0.5 million during the six months ended June 30, 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.

The TRS concluded that it cannot make a reasonable estimate of the annual effective tax rate, and therefore, the TRS used the year-to-date effective tax rate in determining the amount of income tax expense to recognize.

Net operating losses and tax credit carryforwards as of June 30, 2025 are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
($ in thousands) · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · June 30, 2025 · ​ · Expiration Year
Net operating losses, federal (Post-December 31, 2017)​​​​​​​​$9,702​​Does not expire
Net operating losses, state​​​​​​​​$6,965​​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 · ​ · ​ · Tax (Benefit) Expense · ​
​ · ​ · For the three months ended · ​ · ​ · For the six months ended June 30, · ​
($ in thousands · ​ · 2025 · 2024 · ​ · ​ · 2025 · 2024 · ​
Statutory Rate​$(97)​$(63)​​$(303)​$(267)​
State Tax​​(32)​​(21)​​​(100)​​(89)​
Valuation Allowance​​121​​83​​​412​​374​
​​$(8)​$(1)​​$9​$18​
​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Tax Rate · ​ · ​ · Tax Rate · ​
​ · ​ · For the three months ended · ​ · ​ · For the six months ended June 30, · ​
​ · ​ · 2025 · 2024 · ​ · ​ · 2025 · 2024 · ​
Statutory Rate​​21.00%​21.00%​​21.00%​21.00%
State Tax​​6.91%​7.00%​​6.93%​7.00%
Valuation Allowance​​(26.18)%​(27.67)%​​(28.55)%​(29.42)%
​​​1.73%​0.33%​​(0.62)%​(1.42)%

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 July 22, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share of common stock and Common unit payable on October 15, 2025 to stockholders and unitholders of record as of October 1, 2025.

Share Repurchase Program

Subsequent to June 30, 2025, the Company repurchased 181,989 shares of common stock at a weighted average price of $11.48 per share pursuant to the Board’s authorized share repurchase program.

Repayments on Credit Facilities

In connection with the property dispositions that occurred during the three and six months ended June 30, 2025, the Company made principal repayments subsequent to June 30, 2025 of $14.0 million and $9.0 million on the Farmer Mac Facility and the Rutledge facility, respectively.

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