Farmland Partners (NYSE: FPI) CFO reports stock awards and tax share forfeiture

Rhea-AI Filing Summary

Farmland Partners Inc. Chief Financial Officer Susan M. Landi reported equity compensation changes and related tax withholding transactions. As part of her bonus for the year ended December 31, 2025, she received a grant of 3,652 restricted shares of common stock that will vest in three equal annual installments. She also received two grants of 524 Performance Stock Units (PSUs) each, both under the company’s equity incentive plan, which may convert into common shares based on absolute and relative total shareholder return performance over a three-year period beginning on December 31, 2025, with potential payout from 0% to 150% of target. In a related move, 429 common shares were forfeited to satisfy her tax obligations upon vesting of restricted stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Landi Susan M.

(Last) (First) (Middle)

C/O FARMLAND PARTNERS INC.

4600 S. SYRACUSE STREET SUITE 1450

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Farmland Partners Inc. [ FPI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		3,652(1)	A	$0	14,229	D
Common Stock	02/18/2026		F		429(2)	D	$0	13,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Stock Units	(3)	02/17/2026		A		524		(3)	(3)	Common Stock	524	$0	1,056	D
Performance Stock Units	(4)	02/17/2026		A		524		(4)	(4)	Common Stock	524	$0	1,056	D

Explanation of Responses:

1. As part of Ms. Landi's bonus compensation for the year ended December 31, 2025, she received a grant of 3,652 restricted shares of common stock pursuant to the Farmland Partners Inc. Fourth Amended and Restated 2014 Equity Incentive Plan, which shares will vest ratably on each of the first three anniversaries of the date of the grant.

2. These shares were forfeited to satisfy Ms. Landi's tax obligations in connection with the vesting of restricted shares of common stock.

3. Represents Performance Stock Units ("PSUs") granted to the reporting person pursuant to the Fourth Amended and Restated 2014 Equity Incentive Plan. Each PSU represents a contingent right to receive one share of common stock. The PSUs will be eligible to be earned by the reporting person based on the achievement by Farmland Partners Inc. with respect to an absolute total shareholder return ("TSR") performance goal over a three-year performance period beginning on December 31, 2025. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 150% of such target number.

4. Represents PSUs granted to the reporting person pursuant to the Fourth Amended and Restated 2014 Equity Incentive Plan. Each PSU represents a contingent right to receive one share of common stock. The PSUs will be eligible to be earned by the reporting person based upon Farmland Partners Inc.'s relative TSR compared to the TSR of the companies in the MSCI US REIT Net Total Return Index over a three year performance period beginning on December 31, 2025. The number of PSUs indicated reflects the "target" number of PSUs granted to the reporting person and the number of PSUs earned could range from 0% to 150% of such target number.

	/s/ Christine M. Garrison, as attorney-in-fact for Susan M. Landi	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did FPI CFO Susan M. Landi receive in this Form 4?

Susan M. Landi received a grant of 3,652 restricted common shares and two grants of 524 Performance Stock Units (PSUs) each. All awards were issued under Farmland Partners Inc.’s Fourth Amended and Restated 2014 Equity Incentive Plan as part of her 2025 bonus compensation.

How will Susan M. Landi’s 3,652 restricted FPI shares vest?

The 3,652 restricted common shares granted to Susan M. Landi vest ratably over three years. One-third of the shares will vest on each of the first three anniversaries of the grant date, aligning her compensation with longer-term shareholder interests.

What performance conditions apply to Susan M. Landi’s FPI Performance Stock Units?

Each PSU represents a contingent right to one common share and is earned based on total shareholder return (TSR) performance over a three-year period beginning December 31, 2025. The number of shares ultimately earned can range from 0% to 150% of the target PSU amount.

How are the two FPI PSU awards to Susan M. Landi structured?

One PSU grant is tied to absolute TSR over a three-year period starting December 31, 2025, while the other depends on relative TSR versus the MSCI US REIT Net Total Return Index. Both awards can pay between 0% and 150% of the target 524 PSUs.

Why did Susan M. Landi forfeit 429 FPI common shares?

The 429 common shares were forfeited to satisfy Susan M. Landi’s tax obligations related to the vesting of previously granted restricted shares. This is a tax-withholding disposition, not an open-market sale, and is reflected with transaction code “F” in the filing.

Does this FPI Form 4 show Susan M. Landi buying or selling stock on the market?

The filing does not report open-market purchases or sales. It shows equity awards (restricted shares and PSUs) granted as compensation and a tax-withholding forfeiture of 429 shares in connection with restricted stock vesting, a common administrative transaction.