[8-K] GLADSTONE LAND Corp Reports Material Event

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What did Gladstone Land (LAND) announce in this Form 8-K?

How large is Gladstone Land’s new at-the-market common stock program?

Who are the sales agents for Gladstone Land’s at-the-market offering?

What compensation will the sales agents receive under Gladstone Land’s agreements?

Is Gladstone Land required to sell shares under these Equity Distribution Agreements?

Under which registration statement will Gladstone Land’s new shares be issued?

Gladstone Land Corporation entered into new Equity Distribution Agreements with Virtu Americas and Lucid Capital Markets that allow at-the-market sales of its common stock with an aggregate offering price of up to $500.0 million.

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Form Type

8-K

Gladstone Land Corporation entered into new Equity Distribution Agreements with Virtu Americas and Lucid Capital Markets that allow at-the-market sales of its common stock with an aggregate offering price of up to $500.0 million. These Sales Agreements amend and restate prior equity distribution arrangements with the same firms.

The shares will be issued under Gladstone Land’s Registration Statement on Form S-3 (File No. 333-294917), using a prospectus dated April 23, 2026 and a prospectus supplement dated April 24, 2026. Each sales agent may receive up to 3.0% of the gross proceeds from shares it sells, and the company is not obligated to sell any shares under the program.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

ATM program size: $500.0 million aggregate offering price Sales agent compensation: Up to 3.0% of gross proceeds Shelf registration file number: Form S-3, File No. 333-294917 +1 more

4 metrics

ATM program size $500.0 million aggregate offering price Maximum common stock that may be sold under Equity Distribution Agreements

Sales agent compensation Up to 3.0% of gross proceeds Fee rate payable to each sales agent on shares it sells

Shelf registration file number Form S-3, File No. 333-294917 Registration statement used for issuance of shares under the program

Common stock par value $0.001 per share Par value of Gladstone Land common stock eligible for sale

Equity Distribution Agreement, at the market offerings, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

Equity Distribution Agreement financial

"entered into separate Equity Distribution Agreements (each a “Sales Agreement” and together, the “Sales Agreements”)"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

at the market offerings regulatory

"in transactions that are deemed to be “at the market offerings,” as defined in Rule 415(a)"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Registration Statement on Form S-3 regulatory

"The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-294917)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement financial

"The Company has filed a prospectus supplement, dated April 24, 2026, to the prospectus, dated April 23, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Cumulative Redeemable Preferred Stock financial

"6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

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Gladstone Land entered new Equity Distribution Agreements with Virtu Americas and Lucid Capital Markets. These arrangements permit at-the-market sales of common stock with an aggregate offering price of up to $500.0 million, under its existing shelf registration statement on Form S-3.

The at-the-market program covers shares of common stock with an aggregate offering price of up to $500.0 million. Shares may be sold from time to time through Virtu Americas and Lucid Capital Markets acting as sales agents and/or principals in various permitted transactions.

Virtu Americas LLC and Lucid Capital Markets, LLC are the designated sales agents. Each may act separately as sales agent and/or principal, using commercially reasonable efforts to sell shares on Gladstone Land’s behalf, subject to written instructions and other terms in the Sales Agreements.

Under the Sales Agreements, each sales agent is entitled to compensation of up to 3.0% of the gross proceeds from the shares it sells. This fee is calculated on the gross sales price of common stock sold through that specific agent under its respective agreement.

Gladstone Land has no obligation to sell any shares under the Sales Agreements. The company or either sales agent may suspend solicitations and offers at any time, giving the company flexibility in whether and when to use the at-the-market program.

Shares sold under these Equity Distribution Agreements will be issued pursuant to Gladstone Land’s Registration Statement on Form S-3, File No. 333-294917. A prospectus dated April 23, 2026 and a prospectus supplement dated April 24, 2026 relate to the offer and sale of these shares.

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Accepted by SEC EDGAR 04/24/2026 - 08:11 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

Gladstone Land Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

001-35795

54-1892552

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	LAND	The Nasdaq Stock Market, LLC
6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share	LANDO	The Nasdaq Stock Market, LLC
6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share	LANDP	The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On April 24, 2026, Gladstone Land Corporation, a Maryland corporation (the “Company”), and its operating partnership, Gladstone Land Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the “Operating Partnership”), entered into separate Equity Distribution Agreements (each a “Sales Agreement” and together, the “Sales Agreements”) with each of Virtu Americas LLC (“Virtu”) and Lucid Capital Markets, LLC (“Lucid”) (Virtu and Lucid each a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company may sell shares of its common stock, par value $0.001 per share (“Common Stock”), having an aggregate offering price of up to $500.0 million (the “Shares”), from time to time through the Sales Agents, acting as sales agents and/or principals. The Sales Agreements amend and restate those certain Equity Distribution Agreements, each dated April 24, 2026, as amended from time to time, with Virtu and Lucid.

Pursuant to the Sales Agreements and subject to the terms of a written notice from the Company, the Shares may be offered and sold through each Sales Agent, acting separately, in transactions that are deemed to be “at the market offerings,” as defined in Rule 415(a) under the Securities Act of 1933, as amended, including without limitation sales made directly on The Nasdaq Global Market, on any other existing trading market for the Shares or to or through a market maker or by any other method permitted by law, including in privately negotiated transactions. Under the Sales Agreements, each Sales Agent will be entitled to compensation of up to 3.0% of the gross proceeds of the Shares its sells from time to time under its respective Sales Agreement. Subject to the terms and conditions of the respective Sales Agreements, the Sales Agents will use their commercially reasonable efforts to sell on the Company’s behalf any Shares to be offered by the Company under each Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreements, and the Company or each Sales Agent may at any time suspend solicitations and offers under the respective Sales Agreements.

The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-294917), as amended or replaced from time to time. The Company has filed a prospectus supplement, dated April 24, 2026, to the prospectus, dated April 23, 2026 (the “Base Prospectus”), with the Securities and Exchange Commission (the “Commission”) in connection with the offer and sale of the Shares.

The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the Sales Agreements, copies of which are filed as Exhibit 1.1 and Exhibit 1.2 and are incorporated herein by reference. In connection with the foregoing, the Company is filing (i) as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Venable LLP, its Maryland counsel, with respect to the legality of the Shares to be sold pursuant to the Sales Agreements, and (ii) as Exhibit 8.1 to this Current Report on Form 8-K the opinion of Squire Patton Boggs (US) LLP regarding certain tax matters.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

1.1		Equity Distribution Agreement, dated April 24, 2026, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Virtu Americas LLC

1.2		Equity Distribution Agreement, dated April 24, 2026, by and among Gladstone Land Corporation, Gladstone Land Limited Partnership, and Lucid Capital Markets LLC

5.1		Opinion of Venable LLP regarding the legality of shares

8.1		Tax Opinion of Squire Patton Boggs (US) LLP

23.1		Consent of Venable LLP (included in Exhibit 5.1)

23.2		Consent of Squire Patton Boggs (US) LLP (included in Exhibit 8.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

Gladstone Land Corporation

(Registrant)

April 24, 2026

/s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer and Assistant Treasurer

8 documents