LAND 10-K & 10-Q changes, risk factors and insider trading

We continue to actively seek and evaluate other farm properties for potential purchase, but there is no guarantee that we will be able to continue to find and acquire properties that meet our investment criteria.criteria or, if we do, obtain financing on acceptable terms. We expect that a significant number of our future tenants will be independent farming operations, about which there is generally little or no publicly available operating and financial information. As a result, we rely on our Adviser to perform due diligence investigations of these tenants, their operations, and their prospects. We may not learn all of the material information we need to know regarding these businesses through our investigations. As a result, it is possible that we could lease properties to tenants that ultimately are unable to pay rent to us, which could adversely impact the amount available for distributions.

AllThe majority of our properties undergoing development or planted with immature permanent crops are currently leased and earning income. However, with regard to future acquisitions of such properties, the time frame required for development and for the farms to become commercially productive means that we may not be able to lease the farms and, in turn, generate revenue with respect to such farms for several years. If any of the above events occur, the development of such farms may hinder our growth and have a material adverse effect on our results of operations and cash flow. In addition, new development farms, regardless of whether or not they are ultimately productive, typically require substantial time and attention from management.

We expect to lease a significant number of our properties to medium-sized farming operations and related agricultural businesses, which will expose us to a number of risks specifically related to these entities. For example, medium-sized agricultural businesses may be more likely than larger farming operations to have difficulty making lease payments when they experience adverse events. They also tend to experience significant fluctuations in their operating results and tomay be more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. In addition, our target tenants may face intense competition, including competition from companies with greater financial resources, which could lead to price pressure on crops that could lower our tenants’ income.

Since our IPO, we have expanded our investment focus to include farms used for permanent crops, and we intend to continue tomay add to our investments in farmland used for permanent crops in the future. Permanent crops have plant structures (such as trees, vines, or bushes) that produce yearly crops without being replanted. Examples include almonds, apples, blueberries, figs, pistachios, oranges, and table and wine grapes. Permanent crops generally involve more risk than annual row crops because permanent crops require more time and capital to plant and cultivate. As a result, permanent crops are generally more expensive to replace and more susceptible to disease and poor weather. If a farmer loses a permanent crop to any natural disaster, such as drought, hurricane, flooding, fire, or disease, there would generally be significant time and capital needed to return the land to commercial production because a tree, bush, or vine may take years to grow before bearing fruit.

To lease the cropland that we intend to acquire, these properties will require access to sufficient water to make them suitable for farming. Additionally, the ability of our current tenants to make their rental payments is dependent upon sufficient access to water. Although we expect to acquire properties with sufficient water access, should the need arise for additional wells from which to obtain water, we likely would be required to obtain permits prior to drilling such wells. Permits for drilling water wells are required by state and county regulations, and such permits may be difficult to obtain due to the limited supply of water in areas where we expect to acquire properties, such as the farming regions of California. Similarly, our properties may be subject to governmental regulations relating to the quality and disposition of rainwater runoff or other water to be used for irrigation. In such case, we could incur costs necessary to retain this water. Water politics may adversely shift relative to our business interests or those of our tenants due to a number of external factors, such as the recent wildfires in the Los Angeles and San Diego areas of California and the new Presidential administration’s actions related to farming and water rights, among others.factors. If we are unable to obtain or maintain sufficient water supply for our properties, our ability to lease them for farming would be seriously impaired, which would have a material adverse impact on the value of our assets and our results of operations. If, in the future, we invest in farmland that depends upon rain water rather than local water access, our tenants on that farmland may be susceptible to extended droughts, and any failure on the part of such tenants to procure adequate drought insurance would impact the ability of such tenants to make rental payments, which would have a material adverse impact on our ability to generate returns on our properties.

There is no limitation imposed by our charter or bylaws on our borrowings. An increased amount of leverage may expose us to cash flow problems if rental income decreases. Under those circumstances, in order to pay our debt obligations, including distribution and dividend payments to stockholders, we might be required to sell properties at a loss or be unable to make distributions or decrease distributions to our stockholders. A failure to pay amounts due to lenders or redeem shares of our Series D Term Preferred Stock under the mandatory redemption requirement may result in a default on our obligations and result in certain penalties, such as increased interest rates. Additionally, our degree of leverage could adversely affect our ability to obtain additional financing and may have an adverse effect on the public market price of shares of our publicly-traded common stock or currently-designated preferred securities.

We will generally include provisions in our leases making tenants responsible for all environmental liabilities and for compliance with environmental regulations, and we will seek to require tenants to reimburse us for damages or costs for which we have been found liable. However, these provisions will not eliminate our statutory liability or preclude third-party claims against us. Even if we were to have a legal claim against a tenant to enable us to recover any amounts we are required to pay, there are no assurances that we would be able to collect any money from the tenant. Our costs of investigation, remediation or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of our properties, or the failure to properly remediate a contaminated property, could adversely affect our ability to sell or lease the property or to borrow using the property as collateral. Additionally, we could become subject to new, stricter environmental regulations, which could diminish the utility of our properties and have a material adverse impact on our results of operations.

WhileFuture decisions by the U.S. Federal Reserve increased the federal funds rate 11 times from March 2022 through July 2023, they cut the interest rate for the first time in four years in September 2024 but have held rates flat thus far in 2025. Future decisions on the federal funds rate will depend on a variety of key economic indicators, including inflation and the unemployment rate, among others. Any future increases may cause interest rates and borrowing costs to rise even further, which may negatively impact our ability to access the debt markets on favorable terms. Any prolonged adverse economic conditions could have a material adverse effect on our business, financial condition, and results of operations.

Regulators and U.S. government bodies have a major impact on our business. The U.S. Federal Reserve is a major participant in, and its actions significantly impact, the real estate debt markets. Partly due to the continued elevated levels of the federal funds rate and the uncertainty over future actions of the Federal Reserve, borrowing costs remain high. WhileAny decision by the Federal Reserve recentlythat cut the interest rate for the first time in four years in September 2024, but have held rates flat thus far in 2025 and may announce further increases in the future, causingcauses interest rates and borrowing costs to remain high or rise even further, whichfurther may negatively impact our ability to access the debt markets on favorable terms and the market value of our capital stock. This may result in future acquisitions by us generating lower overall economic returns and increasing the costs associated with refinancing current debt, which could potentially reduce future cash flow available for distributions. It is difficult to predict future legislation, regulation, and executive actions, and we cannot predict or control the impact future actions by regulators or government bodies, such as the Federal Reserve, will have on our business.

We are dependent upon our key management personnel who are employees of our Adviser and Administrator for our future success, particularly David Gladstone, Bill Reiman, Lewis Parrish, and Jay Beckhorn.

We have no employees and are therefore dependent on the senior management and other key management members who are employed by our Adviser or Administrator, as applicable, to carry out our business and investment strategies. Our future success depends to a significant extent on the continued service and coordination of our senior management team, particularly David Gladstone, our chairman, chief executive officer and president; Bill Reiman, our Executive Vice President; Lewis Parrish, our chief financial officer and assistant treasurer; and Jay Beckhorn, our treasurer. Mr. Gladstone also serves as the chief executive officer of our Adviser and our Administrator. Although we engage in customary mitigating activities, such as succession planning, the death, disability, or unplanned departure of any of our executive officers or key personnel of our Adviser or Administrator, as applicable, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives. Additionally, from time to time, our Adviser or Administrator, as applicable, may have vacancies for key employees and/or senior leadership roles that would be expected to provide important services to us, and the failure to fill any such key vacancies could adversely affect our business and results.

•Our articles of incorporation prohibit ownership of more than 3.3% of the outstanding shares of our capital stock by one person, except for certain qualified institutional investors, which are limited to holding 9.8% of our common stock. As of December 31, 2024,2025, David Gladstone, our chairman, chief executive officer, and president, and pursuant to an exception approved by our Board of Directors and in compliance with our charter, owned, directly or indirectly, including through certain foundations and trusts, approximately 7.0% of our common stock, and the Gladstone Future Trust, for the benefit of Mr. Gladstone’s children, owned approximately 1.9%6.6% of our common stock. The ownership restriction may discourage a change of control and may deter individuals or entities from making tender offers for our capital stock, which offers might otherwise be financially attractive to our stockholders or which might cause a change in our management.

These prohibitions last for five years after the most recent date on which the interested stockholder became an interested stockholder. Thereafter, any business combination with the interested stockholder must be recommended by our Board of Directors and approved by the affirmative vote of at least 80% of the votes entitled to be cast by holders of our outstanding shares of common stock and two-thirds of the votes entitled to be cast by holders of our common stock other than shares held by the interested stockholder. These requirements could have the effect of inhibiting a change in control even if a change in control were in our stockholders’ interest. These provisions of Maryland law do not apply, however, to business combinations that are approved or exempted by our Board of Directors prior to the time that someone becomes an interested stockholder.

In particular, we must ensure that at the end of each calendar quarter at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investment in securities other than government securities, securities of a TRS, and qualified real estate assets generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets other than government securities, securities of TRSs, and qualified real estate assets can consist of the securities of any one issuer, and no more than 20%25% (or 25%20% for taxable years endedbeginning on or beforeafter December 31, 20172017, and before January 1, 2026) of the value of our total assets can be represented by securities of one or more TRSs.

We have elected to treat Gladstone Land Advisers, Inc. (“Land Advisers”), a wholly-owned subsidiary of ours, as a TRS. We may also form other TRSs as part of our overall business strategy. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% (20% for taxable years beginning after December 31, 2017, and before January 1, 2026) of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. A TRS will pay federal, state, and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

Our TRSs will pay federal, state, and local income tax on their taxable income, and their after-tax net income will be available for distribution to us but is not required to be distributed to us. We anticipate that the aggregate value of any TRS stock and securities owned by us will be less than 25% (20% for taxable years beginning after December 31, 2017, and before January 1, 2026) of the value of our total assets, including the TRS stock and securities. We will evaluate all of our transactions with TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax. There can be no assurance, however, that we will be able to comply with the 20%TRS limitation or to avoid application of the 100% excise tax.

Risks Relating to the Market for our Common Stock,Stock Seriesand Bour Currently-Designated Preferred Stock, Series C Preferred Stock, Series D Term Preferred Stock, and Series E Preferred StockSecurities

There is currently no public market for the Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange or to include these shares for quotation on a national securities market sometime within 12 months following the Series E Preferred Stock offering’s termination date.date, which was December 31, 2025. Until shares of the Series E Preferred Stock are listed on Nasdaq or another national securities exchange, if ever, holders of such shares may be unable to sell them at all or, if they are able to, only at substantial discounts from the liquidation preference. Even if the Series E Preferred Stock is listed on Nasdaq or another national securities exchange within one calendar year of theDecember respective31, offerings’ termination date, as anticipated,2025, there is a risk that such shares may be thinly traded, and the market for such shares may be relatively illiquid compared to the market for other types of securities, with the spread between the bid and ask prices considerably greater than the spreads of other securities with comparable terms and features. Additionally, our charter contains restrictions on the ownership and transfer of our securities, including the Series E Preferred Stock, and these restrictions may inhibit your ability to sell the Series E Preferred Stock promptly, or at all. Also, since the Series E Preferred Stock has a stated maturity date, holders may be forced to hold the Series E Preferred Stock and receive stated dividends on the shares when, as, and if authorized by our Board of Directors and declared by us with no assurance as to ever receiving the liquidation preference.

We may voluntarily redeem some or all of the Series B Preferred Stock or Series C Preferred Stock. During the year ended December 31, 2024, we voluntarily redeemed 115,176 shares of our Seriescurrently-designated Bpreferred Preferred Stock for a total gross cost of approximately $2.4 million and voluntarily redeemed 201,646 shares of our Series C Preferred Stock for a total gross cost of approximately $4.2 million. In addition, we may voluntarily redeem some or all of the Series E Preferred Stock on or after the first anniversary of the offering’s termination date. Before January 31, 2026, we may, at our option, redeem the Series D Term Preferred Stock, in whole or in part, at any time or from time to time.securities. Any such redemptions may occur at a time that is unfavorable to stockholders. We may have an incentive to redeem any of our series of preferred stock voluntarily if market conditions allow us to issue common stock, other preferred stock, or debt securities at a dividend or interest rate that is lower than the dividend rate on such series of preferred stock.

We are an externally-managed, agricultural REIT that is primarily engaged in the business of owning and leasing farmland.farmland, Weincluding arethrough notlease generallystructures with a growervariable rent component based on the gross revenues generated from certain farms in lieu of crops,fixed norbase dorent. weFrom typicallytime farmto thetime, properties we own, though we may,and on a temporary basis, dowe somay inalso thedirectly future on select properties inoperate certain situations.of If we choose to operate anyour farms we own, we anticipate doing so via a management agreementagreements with a third-party operatoroperators and/or through a TRS. We currently own 150144 farms comprisedtotaling of 103,00198,688 acres across 1514 states in the U.S. We also own several farm-related facilities, such as cooling facilities, packinghouses, processing facilities, and various55,532 storageacre-feet facilities.of water assets in California. In addition, two of our properties (comprising four farms) are currently being directly operated.

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

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 directly pay directly their salaries, benefits, and general expenses.

•we owned 150144 farms comprised of 103,00198,688 total acres across 1514 states in the U.S. and 55,532 acre-feet of water assets in California;

•the weighted-average remaining agricultural lease term across our agricultural real estatefarmland holdings was 5.24.7 years; and

•the weighted-average term to maturity of our notes and bonds payable was 7.66.6 years, and overapproximately 99.9%97.9% of our borrowings bore interest at fixed rates; on a weighted-average basis, the remaining fixed-price term of our borrowings was 3.62.7 years, with an expected weighted-average effective interest rate (after interest patronage, as described below) of 3.35%3.39% over that term.

Impact of InflationInflation, Interest Rates, and InterestTariffs Ratesand Trade

OverCurrently, 99.9%approximately 97.9% of our outstanding borrowings arebear currentlyinterest at fixed rates, and onwith a weighted-average basis, these rates are fixed at an effective interest rate of 3.35%3.39% forand anotheran 3.6average remaining term of 2.7 years. As such,a withresult, respectchanges toin ourmarket currentinterest borrowings, werates have experiencedhad a minimal impact fromon theour interest expense in recent increases in interest rates,periods, and we believe weour areexposure well-protectedto against the potential of continued high interest rates or any furthernear-term interest rate increases.volatility is limited.

Land values in the western U.S. continue to face significant pressure from the ongoing highelevated interest rate environment and a period of lower crop prices, particularly in almonds, wine grapes, and apples. Both the almond and wine grape industries have experienced largesignificant amountsacreage of acres being removed,removals, and the increasedhigher cost of capital iscontinues preventingto muchlimit ofthe thatpace at which this acreage fromis being replanted at this time.replanted. Among other factors, this has contributed to asome riseimprovement in almond prices,pricing, thoughalthough theyprices remain below the peak levels experienced ain fewprior years ago.years. Pistachios continue to fareperform muchrelatively better and arehave experiencingexhibited 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.acreage.

Values of farmland in the Southeast, particularly those growing fruits and vegetables, continue to rise at a steady pace, driven in partsupported by sustained population growth and migration to the region. Our land holdings in Florida have benefited significantly from increased residential development,development interest, solar projects, and continued 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.

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). RentOur lease agreements will generally include one of the following rental structures: (i) fixed base cash rents, (ii) fixed base cash rents, plus a variable component, referred to as “participation rents,” based on the gross revenues generated from the respective farms (though such leases often include a guarantee of a minimum amount of rental income), or, to a lesser extent, (iii) no fixed base cash rents (or, in certain cases, a cash allowance to cover certain operating or capital costs), in exchange for a significantly higher share of participation rents. Fixed base cash rent is generally payable to us in advance on either an annual, semi-annual, or quarterly basis, with such rent typically subject to periodic escalation clauses providedas forset forth within the lease.lease, while participation rent is generally payable to us annually, with the majority of it coming in the fourth quarter of each fiscal year. Currently, 9590 of our farms are leased on a pure, triple-net basis, 4638 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, andor insurance costs), 14 farmfarms isare direct-operated,direct-operated by us through third-party management agreements, and 59 farms are vacant. Additionally, 2722 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).rents.

(3)Includes lease revenues of approximately $3.1$7.2 million (including approximately $4.4 million of lease-related termination fees) from 915 farms onfor which the respective leases had expired as of December 31, 2025, and whichapproximately are$0.9 currently either direct-operated or vacant; $0million from 1213 farms sold during the year ended December 31, 2024;2025. andCertain approximatelyof $1.6these millionleases fromwere 7 farms soldrenewed subsequent to December 31, 2024.2025; see below, under “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity,” for additional information on these and certain other lease renewals.

We currently have three agricultural leases scheduled to expire within the next six months that, in the aggregate, made up approximately 1.5% of the total lease revenues we recorded during the year ended December 31, 2024 . We are currently exploring a variety of options with certain of theseour properties,2026 lease expirations, including negotiating lease terms with existing and prospective new tenants (potentially through an adjusted lease structure whereby we would decrease the fixed base rent amounts in exchange for increasing the participation rent component),and discussing sale options with prospective buyers,buyers. In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may also decide to proceed with a modified lease structure that involves a reduced base rent amount (or none) and/or, consideringin operatingcertain thecases, a cash lease incentive, in exchange for an increased level of participation rents, or we may decide to proceed to operate certain of these properties ourselves via third-party management agreements. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to execute new leases or renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.

In January 2025, we completed the sale of afive 5,630-acre farmfarms in Florida totaling 5,630 gross acres for approximatelyan aggregate sales price of $52.5 million. Including closing costs, we recognized a net gain on the sale of approximately $14.2$14.1 million.

(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 final results of which will not be known until the second half of 20252026 or later.

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

DuringWe variouscurrently portionshave of the year ended December 31, 2024, we had 26nine farms that wereare eitherwholly or partially vacant, four farms that are being direct-operated through third-party management agreements, orand onfive farms (leased to three tenants) for which lease revenues wereare being recognized on a cash basis (due to creditour issues with certain tenants leading us to determinedetermination that full collectabilitycollection of the remaining rentalcontractual paymentsrent under these leases is not probable due to credit concerns with the respective leases was not probabletenants). For the year ended December 31, 2024,2025, we recordedrecognized approximately $3.7 million of lease revenue from these farms (including an early lease termination fee of approximately $3.4$2.4 million) and approximately $2.6 million (including approximately $109,000 of participationnet rentsprofits from crop sales (see above, under “—Crop Sales”), as compared to approximately $4.9$7.9 million (including approximately $694,000 of participationlease rents)revenue duringfor the prior year.

RegardingWe are evaluating both leasing and sale alternatives for each of these farms and are engaged in discussions with prospective tenants and buyers; however, there can be no assurance that we will be able to secure agreements on favorable terms, or at all. With respect to the farms currently on non-accrual status, we continue to work with eachthe of therespective tenants to resolve the outstanding rent amounts andand, where possible, will seek to reach agreements on the remaining payments where possible.payments. Such agreement, if one can be reached,agreements may include placing the tenant on aestablishing payment plan,plans, deferring a portionportions of the rent owed to us,due, 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.leases.

The following table summarizes the different geographic locations (by state) of our farms owned as of and during the threesix months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

(23)During the threesix months ended MarchJune 31,30, 2026, we began recognizing lease revenues from two tenants (who collectively lease eight farms—four in Arizona, three in Washington, and one in Oregon) on a cash basis. Negative revenue reflected above relates to the write-off of certain net deferred rent assets and uncollected receivables.

Agricultural leases are often shorter term in nature (relative to leases of other types of real estate assets), so in any given year, we may have multiple leases up for extension or renewal. The following table summarizes the lease expirations by year for the farms owned and with leases in place as of MarchJune 31,30, 2026 (dollars in thousands):

(32)Includes one lease that was renewed subsequent to MarchJune 31,30, 2026; see below, under “Recent Developments—Portfolio Activity—Existing Properties—Leasing Activity,” for additional information on thesethis and certain other lease renewals.

We are currently exploring a variety of options with certain of our 2026 lease expirations, including negotiating lease terms with existing and prospective new tenants and discussingevaluating salepotential optionsdisposition with prospective buyers.opportunities. In addition, while we seek to lease all properties under traditional leases that involve a certain level of fixed base rent, with respect to expirations on certain western permanent crop farms, we may also decide to proceed with a modified lease structure that involves a reduced base rent amount (or none) and/or, in certain cases, a cash lease incentive, in exchange for an increased level of participation rents, or we may decide to proceed to operate certain of these properties ourselves via third-party management agreements. Regarding all vacancies and upcoming lease expirations, there can be no assurance that we will be able to renew the existing leases or execute new leases at rental rates favorable to us, if at all, or be able to find replacement tenants, if necessary.

According to the U.S. Bureau of Labor Statistics, the Consumer Price Index (“CPI”) increased 3.3%3.5% over the 12-month period ended MarchJune 31,30, 2026, reflecting continued moderation from peak inflation levels observed in mid-2022. Food prices also increased at a slower rate, with the overall food category up by 2.7%3.0% over the same period. However, over the past four years, food prices have risen by 17.3%,14.7%, outpacing the overall CPI increase of 14.9%12.7% and reflecting sustained longer-term inflationary pressures across many agricultural markets. In addition, the U.S. Department of Agriculture’s August 2025 Land Values Summary reported that nationwide farm real estate values increased 4.3% year-over-year, while cropland values rose 4.7%. This data indicates that farmland values have continued to appreciate, although at a more moderate pace than in prior years. While elevated input costs continue to impact farm operators, we believe these pressures are being partially offset in certain markets to the extent food prices continue to keep pace with or exceed broader inflation trends.

The Federal Reserve (the “Fed”) resumed monetary easing in late 2025, lowering the target range for the federal funds rate by a total of 75 basis points during the fourth quarter of 2025, bringing the range to 3.50% to 3.75%. The Fed has maintained this target range at each of its meetings thusin far2026, including its most recent meeting in 2026,July, reflecting a continued data-dependent postureapproach as inflation has remained above the Fed’s longer-term 2% objective, economic uncertainty remainedhas elevated,persisted, and geopolitical developments have continued to weigh on the economic outlook. Benchmark yields have increased fromduring early-2026 levels,2026, with the 10-year U.S. Treasury yield recently fluctuating around 4.3% toabove 4.5%, compared with approximately 4.0% earlier in the year. Although borrowing costs haveremain eased frombelow their 2025 highs, credit availability remainscontinues to be selective amid tighter lending standards and softerelevated creditmarket demand in certain markets.uncertainty. As a result, while financing conditions have improved relative to a year ago, access to debt capital on favorable terms remains uneven and continues to limit our ability to pursue new farmland acquisitions.

Currently, overapproximately 99.9%95.7% of our borrowings bear interest at fixed rates, with a weighted-average effective interest rate of 3.41%3.45% and an average remaining term of 2.52.3 years. As a result, changes in market interest rates have had a minimal impact on our interest expense in recent periods, and we believe our exposure to near-term interest rate volatility is limited.

Certain crops grown on our farms, particularly almonds and pistachios, remain exposed to international trade conditions, as a significant portion of U.S.-produced almonds and pistachios is exported annually. However, recent marketstabilization stabilizationin export demand and improving demandpricing trends have provided more favorable near-term market conditions.conditions for tree nut growers. In contrast, crops with stronger domestic demand characteristics, including berries and vegetables, are generally less directly impacted by export market volatility, although they may still be affected by trade developments involving key North American trading partners, including Canada and Mexico.

Demand for pistachios also remains strong, particularly in international markets and for pistachio-based consumer products. Although the 2025 U.S. pistachio crop was initially expected to be a record crop, current estimates indicate production levels are likely to be more consistent with 2023 production levels. The smaller-than-expected overall crop has contributed to improved pricing conditions,pricing, with pistachio prices strengthening relative to the prior year. ProductionYield volumesprojections onfor ourthe farms2026 alsocrop exceededhave ourcontinued to decline, due in part to an early March heat event that affected pollination across California. These factors, combined with continued strong demand, have supported higher projected prices, including a 67% increase in the initial internalbase projections.price for the 2026 crop compared with the 2025 crop.

We continue to monitor developments relating to the conflict in the Middle East, tariffs, the Farm Bill, and broader trade policy closely,policy, although the ultimate impact on crop pricing, export demand, input costs, and grower economics remains uncertain. Prolonged disruptions to export markets or significant increases in production costs could adversely affect lease structures and participation rent levels on certain farms. In addition, significant increases in tariffs or unfavorable trade conditions affecting almonds or pistachios could require us to allocate additional capital to support crop production under certain lease agreements in exchange for higher participation rents.

Another factor impactingaffecting export demand is the strength of the U.S. dollar. A weaker dollar generally improves the competitiveness of U.S. agricultural exports and may partially offset certain adverse effects of tariffs and trade-related constraints. Although the U.S. dollar strengthened modestly during the second quarter of 2026, export demand remained resilient, reflecting the continued strength of underlying supply and demand fundamentals.

Sustained wet conditions in recent years have benefited our permanent crop assets by supporting groundwater recharge and improving root zone moisture content. To date, we have not observed any significant water-related stress in our permanent plantings, which continue to appear healthy and in good condition enteringas we approach the end of the 2026 growing season. Meanwhile, the ongoing phased implementation of California’s Sustainable Groundwater Management Act (“SGMA”) continues to impose groundwater pumping restrictions across the state. In response, we are evaluating and participating in supplemental water initiatives intended to mitigate the impact of SGMA-related curtailments, including floodwater capture and storage projects, voluntary fallowing programs, and targeted investments in water infrastructure designed to support long-term access to reliable water supplies. Periods of surplus surface water may also increase the availability of lower-cost water supplies from certain water purveyors, and we continue to monitor such opportunities as part of our long-term water strategy. Based on current conditions, we believe our farms are generally well-positionedwell positioned for the remainder of the 2026 growing season with respect to both groundwater and surfaceinto waterthe availability.2027 growing season.

The following table summarizes certain leasing activity that has occurred on our existing properties since JanuaryApril 1, 2026, through the date of this filing (dollars in thousands, except for footnotes):

Pursuant to management agreements with third-party operators, we currently manage (i) a 2,409-acre property (consisting of two farms) in Kern County, California, including 2,293 acres of bearing almond and pistachio orchards, and (ii) a 165-acre farm in Umatilla County, Oregon, including 135 acres of wine grape vineyards. In addition, during the six months ended June 30, 2026, we completed the harvest of an orange crop remaining on a farm in St. Lucie County, Florida, following the early termination of the prior tenant’s lease.

Revenue from the sale of crops and the related cost of sales for the three months ended MarchJune 31,30, 2026, are shown in the following table (dollars in thousands):

(2)The majority of thisThis revenue relates to a grower partner bonus associated with the 2025 pistachiocrop crop, which was recognized whenyear; the amountmajority becameof determinable and collectible. Thethe related growing costs for this crop were previously expensedrecognized duringin the three months ended December 31, 2025.

(3)Reflective of a change in estimate, as the actual water and utility usage during the second2025 halfcrop of 2025year was lower than previously estimated as of December 31, 2025.estimated.

During the three months ended MarchJune 31,30, 2026, we recognized an impairment charge of approximately $884,000$4.2 million on one property (consisting of twofour farms) in St. LucieYuma County, Florida,Arizona, dueto reduce its carrying value to the estimatedagreed-upon fairpurchase valueprice being lower thanunder the carryingrelated value.purchase and sale agreement.

We currently have 810 farms that are wholly or partially vacant, 4 farms that are being direct-operated by us through third-party management agreements, and 11 farms leased to four tenants for which lease revenue is being recognized on a cash basis due to concerns regarding the collectibility of the remaining contractual lease payments.

For the threesix months ended MarchJune 31,30, 2026, we recognized approximately ($2.1) million$535,000 of lease revenue related to these farms (primarily due to the reversal of previously recognized straight-line rent associated with certain tenants that were placed on non-accrual status during the quarter) and approximately $1.9$2.2 million of net profits from crop sales (see above, under “—Crop Sales and Cost of Sales”), compared to approximately $5.0$6.7 million of lease revenue for the prior-year period, which included an early lease termination fee of approximately $2.4 million.

We are evaluating both leasing and sale alternatives for each of these farms and are engaged in discussions with prospective tenants and buyers; however,for certain of these properties. However, there can be no assurance that we will be able to secure agreements on favorable terms, or at all. With respect to the farms on non-accrual status, we continue to work with the respective tenants to resolve the outstanding rent amounts and, where possible, will seek to reach agreements on the remaining payments. Such agreements may include establishing payment plans, deferring portions of rent due, or agreeing to terminate the leases.

In connection with entering into the Farm Credit Facility, we incurred total closing costs of approximately $226,000. WeAs doof notJune currently30, have2026, anywe borrowingshad no amounts outstanding under the Farm Credit Facility.Facility, and, based on the level of collateral pledged, the full $37.0 million remains available to us.

The following table summarizes the activity under the ATM Programs (including shares of common stock sold under both the 2023 ATM Program and the 2026 ATM Program) from JanuaryApril 1, 2026, through the date of this filing (dollars in thousands, except per-share amounts):

On July 11, 2025, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and up to $35.0 million of our 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) (collectively, the “2025 Repurchase Program”). The 2025 Repurchase Program expired on July 10, 2026.

The following table summarizes repurchase activity under the 2025 Repurchase Program from JanuaryApril 1, 2026, through the date of this filing (dollars in thousands, except per-share amounts):

See NoteNotes 10, “Equity,” and 13, “Subsequent Events,” within the accompanying notes to our condensed consolidated financial statements for further discussion onof the 2025 Repurchase Program.Program and 2026 Repurchase Program, respectively.

The preparation of our financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make judgments that are subjective in nature to make certain estimates and assumptions. Application of these accounting policies involves the exercise of judgment regarding the use of assumptions as to future uncertainties, and, as a result, actual results could materially differ from these estimates. A summary of our significant accounting policies is provided in Note 2, “Summary of Significant Accounting Policies,” to our consolidated financial statements in our Annual Report on Form 10-K. There were no material changes to our critical accounting policies during the threesix months ended MarchJune 31,30, 2026.

With regard to the comparisoncomparisons between the three and six months ended MarchJune 31,30, 2026 andversus 2025:

•We owned 144 farms as of MarchJune 31,30, 2026, that are considered our same-property portfolio. Same-property occupancy (based on farmable acres and including farms that were direct-operated or on non-accrual status) decreased approximately 1.0%0.5% to 94.9%95.4% as of MarchJune 31,30, 2026, compared to 95.9% as of MarchJune 31,30, 2025.

◦Included within our same-property portfolio are farms that were wholly or partially vacant, direct-operated, or on non-accrual status during all or a portion of the periods presented. For all or a portion of the three months ended March 31, 2026, we had 26 farms that were vacant, direct-operated, or on non-accrual status, as compared to 15 farms in the prior-year period.

•From January 1, 2025, through MarchJune 31,30, 2026, we did not acquire any new farms and disposed of 13 farms.

A comparison of results of components comprising our operating income for the three and six months ended MarchJune 31,30, 2026 and 2025 is below (dollars in thousands):

The following table provides a summary of our lease revenue during the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

Lease revenues from fixed lease payments decreased for the six months ended June 30, 2026, primarily due to certain farms that were vacant, direct-operated, or for which lease revenue was recognized on a cash basis (rather than a straight-line basis) due to full collectability of future rental payments not being considered probable as a result of tenant credit issues. One property (consisting of two farms) that was direct-operated during the current-year period (see “—Crop Sales and Cost of Sales” below for further discussion) was leased for thea majorityportion of the prior-year period. In addition, during the threesix months ended MarchJune 31,30, 2026, we began recognizing lease revenues from two tenants (who collectively lease eight farms) on a cash basis.

The increase in lease revenues from participation rents was primarily attributable to a grower partner bonus associated with the 2025 pistachio crop, which was recognized when the amount became determinable and collectible. Participation rents during the six months ended June 30, 2025, were primarily attributable to cash collections from wine grape sales.

During the threesix months ended MarchJune 31,30, 2025, we received a lease termination payment from an outgoing tenant who leased three of our farms. After applying a portion of the amount towards certain outstanding receivables owed by the same tenant, we recognized additional lease revenue of approximately $2.4 million upon receipt.

Revenue from the sale of crops and the related cost of sales for the three and six months ended MarchJune 31,30, 2026, are shown in the following table (dollars in thousands):

(3)Reflective of a change in estimate, as the actual water and utility usage during the second2025 halfcrop of 2025year was lower than previously estimated as of December 31, 2025.estimated.