Gladstone Land Corporation Announces Up to \$500 Million At-the-Market Equity Offering

Key Highlights

• Gladstone Land Corporation (Nasdaq: LAND) has entered into Equity Distribution Agreements with Virtu Americas LLC and Lucid Capital Markets, LLC.
• The company may offer and sell up to \$500 million of Common Stock from time to time through these agents under the at-the-market (“ATM”) program.
• Sales of shares will be made pursuant to a registration statement on Form S-3 (File No. 333-294917), declared effective on April 23, 2026.
• Proceeds will be used for general corporate purposes, which may include acquisitions of farmland and farm-related properties, repayment of debt, and working capital.
• Recent legal opinions from Venable LLP and Squire Patton Boggs (US) LLP regarding the legality and tax matters of the offering have been filed as exhibits.
• The company’s common stock and its 6.00% Series B Cumulative Redeemable Preferred Stock (trading symbol: LANDO) are listed on the Nasdaq Stock Market, LLC.

Details of the Equity Offering

Under the terms of the Equity Distribution Agreements, Gladstone Land Corporation (“the Company”) may issue and sell shares of its common stock having an aggregate offering price of up to \$500,000,000. The company may sell these shares through Virtu Americas LLC and Lucid Capital Markets, LLC, acting as sales agents or principals.

Sales Process: The Company may sell shares in “at-the-market” transactions, meaning shares will be issued and sold from time to time at prevailing market prices. The agents will use their commercially reasonable efforts to sell the shares based on instructions provided by the Company. The agreements provide flexibility regarding timing, amount, and price limits for each sale.

Use of Proceeds

The Company intends to use net proceeds from the offering for general corporate purposes. These purposes may include funding property acquisitions (particularly farmland and farm-related assets), repaying outstanding debt, and providing additional working capital to support ongoing operations and growth initiatives.

Legal and Compliance Matters

• The registration statement and base prospectus comply with all requirements of the Securities Act and Exchange Act. All required documents are incorporated by reference and available via EDGAR.
• The Company has received legal opinions attesting to the legality of the shares to be sold and to certain tax matters pertaining to the offering.
• The Company is currently in compliance with all material permits, licenses, and authorizations necessary for its operations, and no material adverse legal or regulatory proceedings are pending.
• The Company continues to qualify as a real estate investment trust (REIT) and intends to maintain this status, which has significant tax implications for shareholders.

Financial and Corporate Governance

• Recent financial statements have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm.
• The Company maintains effective internal controls over financial reporting and disclosure controls.
• Gladstone Land Corporation is not considered an “emerging growth company” under current SEC definitions.
• The Company is in compliance with the Sarbanes-Oxley Act and other relevant corporate governance requirements.

Potential Impact for Shareholders

• Dilution Risk: The issuance of up to \$500 million in new shares may dilute existing shareholders’ equity. The exact impact will depend on the number of shares actually sold and the prices at which they are sold.
• Liquidity and Flexibility: The ATM program provides the Company with flexibility to raise capital as needed, which can be positive for growth, debt reduction, or seizing new investment opportunities.
• Market Price Sensitivity: Large or frequent sales of shares into the market could put downward pressure on the stock price, depending on investor demand and overall market conditions.
• No Current Material Adverse Change: The Company affirms there has been no material adverse change in its financial position or operations since its last filings, and it is not party to any undisclosed material legal proceedings or adverse events.
• Ongoing Disclosure: The Company commits to ongoing disclosure of share sales and proceeds via quarterly, annual, and current reports, ensuring continued transparency for investors.

Conclusion

This substantial at-the-market equity program is a significant corporate development for Gladstone Land Corporation. It will enable the Company to efficiently access capital markets to support its strategic priorities. However, investors should consider the potential for share dilution and the impact on the Company’s stock price, particularly if large blocks of shares are sold rapidly. The Company’s continued commitment to compliance, internal controls, and REIT status should provide confidence regarding corporate governance and tax efficiency.

Shareholders and potential investors are encouraged to monitor the Company’s future filings and announcements for details on actual share sales and the use of proceeds, as these may have direct implications for share value and future growth prospects.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all official filings and consult with their financial advisors before making investment decisions. Past performance does not guarantee future results. The Company’s future results may differ materially from those discussed due to various risk factors.

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