GLADSTONE LAND Corp false 0001495240 0001495240 2021-05-21 2021-05-21 0001495240 us-gaap:CommonStockMember 2021-05-21 2021-05-21 0001495240 us-gaap:SeriesBPreferredStockMember 2021-05-21 2021-05-21 0001495240 us-gaap:SeriesDPreferredStockMember 2021-05-21 2021-05-21





Washington, DC 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 26, 2021 (May 21, 2021)



Gladstone Land Corporation

(Exact Name of Registrant as Specified in Charter)




Maryland   001-35795   54-1892552

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


1521 Westbranch Drive, Suite 100

McLean, Virginia

(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





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
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 May 21, 2021, Gladstone Land Corporation (the “Company”) entered into amendments to each of the three separate agreements of purchase and sale (collectively, the “Amendments”) with King and Gardiner Farms, LLC and Gardiner Family, LLC (and in the case of one such amendment, also with V. Lions Operations, L.P.) that the Company entered into on January 27, 2021 (the “Agreement”). The Amendments reduce the aggregate purchase price from approximately $90.0 million to approximately $81.2 million and reduce the banked water from approximately 75,000 acre-feet to approximately 45,000 acre-feet. The Amendments continue to be subject to certain conditions and all other material terms of the Agreement remain the same.

The transaction is expected to close through a wholly-owned subsidiary of the Company’s operating partnership in multiple phases, with the first phase expected to close during the three months ending June 30, 2021, and the final phase completed by the three months ending December 31, 2021. However, there can be no assurance that this prospective acquisition will be consummated by a certain time, or at all.

Certain statements in this filing, including, but not limited to, the Company’s ability to consummate the prospective acquisition, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on the Company’s current plans that are believed to be reasonable as of the date of this filing. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.


Item 9.01.

Financial Statements and Exhibits.

(d)    Exhibits.





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


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
May 26, 2021     By:  

/s/ Lewis Parrish

      Lewis Parrish
      Chief Financial Officer