[8-K] Gladstone Land Corporation Reports Material Event

Rhea-AI Filing Summary

MVB Financial Corp. (NASDAQ: MVBF) filed an 8-K on 10 July 2025 disclosing several executive changes effective 14 July 2025.

• Departure: President & CFO Donald T. Robinson will step down but remain in a non-executive, full-time transition role through 31 Aug 2025. A Transition Agreement grants (i) continued base salary for one year, (ii) COBRA benefits, (iii) continued vesting of equity for one year, and (iv) conversion of bank-owned life insurance to an annuity payable at retirement in exchange for up to ten months of consulting.
• Leadership continuity: CEO Larry F. Mazza will reassume the title of President for both the holding company and MVB Bank.
• New CFO: Michael R. Sumbs (age 39), a former Director in Raymond James’ financial-services investment-banking group, is appointed EVP & CFO. His employment agreement provides: • base salary $375,000 (subject to annual review) • $25,000 signing bonus (claw-back if he resigns within 12 months) • one-for-one match on up to 10,000 MVBF shares purchased within 120 days • ~1,670 RSUs worth $35,000 vesting over three years • severance of one-year salary if terminated without cause and an additional 0.5× in a change-of-control event • one-year non-compete and non-solicit.
• New CAO: Jonathan T. Logan (age 41), former CFO of William Penn Bank, becomes Chief Accounting Officer.

A press release announcing these changes was issued on 11 July 2025 (Exhibit 99.1).

Investor take-away: The company loses a long-standing President/CFO but retains his expertise during transition, while adding capital-markets depth through a seasoned investment banker as the new CFO. Compensation costs rise modestly, yet succession risk appears contained by Mazza’s dual role and Logan’s accounting experience.

Positive

• Seasoned investment-banking professional Michael R. Sumbs appointed CFO, adding capital-markets expertise
• CEO Larry F. Mazza reassumes President role, preserving leadership continuity during transition
• Immediate appointment of experienced CPA Jonathan T. Logan as CAO strengthens financial-reporting oversight

Negative

• Unexpected departure of dual-role President/CFO introduces short-term succession risk
• One-year salary continuation, signing bonus and equity grants increase near-term compensation expense

Insights

Financial Analyst

TL;DR — CFO turnover offset by strong successor; impact neutral.

Robinson’s exit removes a dual-hat executive, but the transition agreement keeps him engaged through FY-25 planning, reducing operational risk. Bringing in Sumbs adds investment-banking experience—valuable for capital raises or M&A—but his limited operating CFO tenure carries a learning curve. The $375k salary and modest equity grant are immaterial (<1 % of FY-24 expense base). Overall, leadership continuity via Mazza and the CAO appointment limit disruption; I view the event as operationally neutral with potential long-term upside if Sumbs accelerates strategic initiatives.

Corporate Governance Expert

TL;DR — Well-structured succession plan; governance risk contained.

The board executed a textbook succession: (1) binding transition services from the outgoing CFO, (2) clear employment terms for the incoming CFO, and (3) immediate appointment of an experienced CAO to segregate financial-reporting duties. Restrictive covenants on both executives protect proprietary information. Severance (1× salary) and CoC payout (0.5×) align with peer norms, limiting excessive shareholder cost. No disagreements or 8-K Item 4.02 restatements were reported, mitigating red-flag concerns. I classify the disclosure as governance-positive yet financially immaterial.

GLADSTONE LAND Corp false 0001495240 0001495240 2025-07-11 2025-07-11 0001495240 us-gaap:CommonStockMember 2025-07-11 2025-07-11 0001495240 us-gaap:SeriesBPreferredStockMember 2025-07-11 2025-07-11 0001495240 us-gaap:SeriesCPreferredStockMember 2025-07-11 2025-07-11 0001495240 us-gaap:SeriesDPreferredStockMember 2025-07-11 2025-07-11

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) July 11, 2025 (July 11, 2025)

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)		(IRS Employer Identification No.)

1521 Westbranch Drive, Suite 100 McLean, Virginia		22102
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (703) 287-5800

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
5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share		LANDM		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 8.01 Other Events.

On July 11, 2025, Gladstone Land Corporation (the “Company”) announced that its Board of Directors authorized a share repurchase program for up to $20,000,000 of the Company’s 6.00% Series B Cumulative Redeemable Preferred Stock and up to $35,000,000 of the Company’s 6.00% Series C Cumulative Redeemable Preferred Stock (together, the “Preferred Stock Repurchase Program”). The Board’s authorization of the Preferred Stock Repurchase Program expires July 10, 2026 and the Preferred Stock Repurchase Program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of preferred stock. Under the repurchase program, repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during applicable trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations.

A copy of the Company’s press release announcing the Preferred Stock Repurchase Program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated July 11, 2025
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.

				Gladstone Land Corporation     (Registrant)
Date: July 11, 2025				By:		/s/ Lewis Parrish
						Lewis Parrish Chief Financial Officer

FAQ

Why is Donald T. Robinson leaving MVB Financial (MVBF)?

Robinson agreed with the company to depart as President & CFO effective 14 July 2025 to pursue other opportunities and stated he has no disagreements with MVBF.

Who is the new Chief Financial Officer at MVBF?

Michael R. Sumbs, a 15-year investment-banking veteran most recently at Raymond James, becomes EVP & CFO on 14 July 2025.

What compensation package was offered to Michael Sumbs?

Sumbs receives a $375k base salary, $25k signing bonus, up to 10k-share purchase match, ~1,670 RSUs worth $35k, and one-year salary severance if terminated without cause.

How will outgoing CFO Robinson be compensated during transition?

Robinson will keep his base salary for one year, continue equity vesting for 12 months, receive COBRA coverage, and get an annuity from converted bank-owned life insurance.

Who was appointed Chief Accounting Officer at MVBF?

Jonathan T. Logan, former CFO of William Penn Bank, was named CAO effective 14 July 2025.