Farmland Partners (NYSE: FPI) chair reports new stock and PSU awards

Rhea-AI Filing Summary

Farmland Partners Inc. executive chairman Paul A. Pittman reported equity compensation awards and a small tax-related share withholding. On February 17, 2026, he received a grant of 26,519 restricted common shares as part of his 2025 bonus, vesting in three equal annual installments.

He was also granted two blocks of 3,806 Performance Stock Units (PSUs) each, tied to absolute and relative total shareholder return over a three-year performance period beginning on December 31, 2025, with actual shares earned ranging from 0% to 150% of target. On February 18, 2026, 1,694 common shares were forfeited to cover tax obligations from vesting, a non-cash, tax-withholding disposition.

After these transactions, Pittman holds over 1.6 million common shares directly and additional indirect holdings through an LLC he controls, his spouse, and his daughters, reflecting significant ongoing alignment with shareholders.

Insights

Equity compensation and governance analyst

Routine equity awards increase alignment; tax withholding is non-sale.

The executive chairman of Farmland Partners Inc. received restricted stock and PSU awards linked to total shareholder return. These grants expand his equity stake and tie future compensation to multi-year performance, a common structure in REIT executive pay.

PSUs based on absolute and relative TSR over a three-year period beginning on December 31, 2025 reinforce long-term incentives. The forfeiture of 1,694 shares to satisfy tax obligations is a standard F-code transaction and not an open-market sale, so it does not signal discretionary selling.

He also reports substantial indirect holdings via an LLC he controls and family accounts. Overall, this set of transactions looks like routine compensation and tax events, without indications of a change in his economic exposure to the company.

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^*

Pittman Paul A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chairman

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		26,519(1)	A	$0	1,659,069	D
Common Stock	02/18/2026		F		1,694(2)	D	$0	1,657,375	D
Common Stock								1,271,500	I	By LLC(3)
Common Stock								5,300	I	By Spouse
Common Stock								1,200	I	By daughter, Allison Pittman
Common Stock								1,100	I	As UMTA Custodian for daughter, Catherine Pittman

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	(4)	02/17/2026		A		3,806		(4)	(4)	Common Stock	3,806	$0	19,895	D
Performance Stock Units	(5)	02/17/2026		A		3,806		(5)	(5)	Common Stock	3,806	$0	19,895	D

Explanation of Responses:

1. As part of Mr. Pittman's bonus compensation for the year ended December 31, 2025, he received a grant of 26,519 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 Mr. Pittman's tax obligations in connection with the vesting of restricted shares of common stock.

3. The shares are held by PJAC Farmland Partners, LLC, an entity controlled by the Reporting Person.

4. 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.

5. 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 Paul Pittman	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did FPI executive chairman Paul Pittman receive?

Paul Pittman received 26,519 restricted common shares and two grants of 3,806 Performance Stock Units each. The restricted shares vest over three years, while the PSUs depend on Farmland Partners Inc.’s total shareholder return over a three-year performance period beginning December 31, 2025.

How do the new Performance Stock Units for FPI’s Paul Pittman work?

Each Performance Stock Unit equals one potential common share, earned based on total shareholder return. One grant uses an absolute TSR goal; another uses TSR relative to the MSCI US REIT Net Total Return Index, over a three-year period starting December 31, 2025, with 0–150% of target potentially earned.

Why were 1,694 Farmland Partners shares forfeited by Paul Pittman?

The 1,694 common shares were forfeited to cover Paul Pittman’s tax obligations from the vesting of restricted stock. This F-code transaction reflects a tax-withholding disposition, not an open-market sale, and is a standard mechanism for satisfying income tax due on equity compensation.

How many Farmland Partners shares does Paul Pittman hold after these transactions?

After these transactions, Paul Pittman holds 1,657,375 common shares directly. He also reports additional indirect holdings through an LLC he controls, his spouse, and his daughters, which together indicate a substantial continuing ownership interest in Farmland Partners Inc. alongside other shareholders.

What performance period applies to Paul Pittman’s new PSUs at FPI?

The new Performance Stock Units use a three-year performance period beginning on December 31, 2025. Payout depends on Farmland Partners Inc.’s absolute and relative total shareholder return over that span, with the final number of shares earned ranging from 0% to 150% of the target.

Are Paul Pittman’s recent share transactions at FPI open-market buys or sells?

The reported transactions consist of equity grants and a tax-withholding forfeiture, not open-market trades. Restricted shares and PSUs were granted at no cash cost, while 1,694 shares were withheld to pay taxes arising from vesting of prior awards, a routine non-discretionary disposition.