Farmland Partners (FPI) CEO granted stock and PSUs, forfeits shares for tax

Rhea-AI Filing Summary

Farmland Partners Inc. reported that President and CEO Luca Fabbri received equity awards and had a related tax share withholding. As bonus compensation for the year ended December 31, 2025, he was granted 39,304 restricted shares of common stock, which will vest in three equal installments on each of the first three anniversaries of the grant date.

To cover tax obligations from the vesting of restricted shares, 4,497 common shares were forfeited in a tax-withholding disposition. Fabbri was also granted two blocks of 5,641 Performance Stock Units (PSUs) each. These PSUs represent contingent rights to receive common stock, with one grant tied to an absolute total shareholder return goal and the other to relative total shareholder return versus the MSCI US REIT Net Total Return Index over three-year performance periods beginning on December 31, 2025. The number of PSUs ultimately earned can range from 0% to 150% of the target amounts.

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^*

Fabbri Luca

(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)
	President and CEO

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		39,304(1)	A	$0	386,404	D
Common Stock	02/18/2026		F		4,497(2)	D	$0	381,907	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		5,641		(3)	(3)	Common Stock	5,641	$0	17,047	D
Performance Stock Units	(4)	02/17/2026		A		5,641		(4)	(4)	Common Stock	5,641	$0	17,047	D

Explanation of Responses:

1. As part of Mr. Fabbri's bonus compensation for the year ended December 31, 2025, he received a grant of 39,304 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. Fabbri'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 Luca Fabbri	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Farmland Partners (FPI) grant to CEO Luca Fabbri?

Farmland Partners granted CEO Luca Fabbri 39,304 restricted common shares as part of his 2025 bonus. These shares vest in three equal installments on each of the first three anniversaries of the grant date under the company’s Fourth Amended and Restated 2014 Equity Incentive Plan.

Why did Farmland Partners CEO Luca Fabbri forfeit 4,497 FPI shares?

Luca Fabbri forfeited 4,497 common shares to satisfy tax obligations arising from the vesting of restricted stock. Instead of paying cash taxes, a portion of his vested shares was withheld and surrendered, a common method to cover income tax liabilities on equity compensation.

What are the Performance Stock Units granted to the Farmland Partners CEO?

Luca Fabbri received two grants of 5,641 Performance Stock Units each. Every PSU represents a contingent right to one common share, with the actual number earned based on Farmland Partners’ total shareholder return performance over three-year periods beginning December 31, 2025.

How are Farmland Partners PSUs for the CEO earned and measured?

The PSUs can be earned based on absolute and relative total shareholder return performance over three-year periods starting December 31, 2025. The payout can range from 0% to 150% of the 5,641 target PSUs in each grant, depending on Farmland Partners’ TSR results.

Does the Form 4 for Farmland Partners CEO show stock buying or selling on the market?

The Form 4 shows equity grants and a tax-withholding disposition, not open-market trades. Awards include restricted shares and PSUs, while 4,497 shares were forfeited to satisfy tax obligations from vesting, rather than being sold in a market transaction.