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): ~~March 20~~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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~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 ~~Chief~~the ~~Investment~~Company ~~Officer~~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.

OnPursuant ~~March 20,~~to ~~2026,~~ the ~~Board~~Sales ~~appointed~~Agreements ~~John~~and ~~Sateri~~subject asto the ~~Chief~~terms ~~Investment Officer (“CIO”)~~ of ~~Gladstone~~a ~~Land~~written ~~Corporation~~notice (from the “Company”), ~~effective~~the ~~immediately,~~Shares ~~and~~may ~~contemporaneously~~be ~~with~~offered ~~his~~and ~~appointment~~sold asthrough ~~the~~each ~~Company’s~~Sales ~~CIO~~Agent, ~~Mr. Sateri~~acting ~~was~~separately, ~~also~~in ~~appointed~~transactions asthat ~~the~~are ~~CIO~~deemed ofto ~~Gladstone~~be ~~Capital~~“at ~~Corporation,~~the ~~Gladstone~~market ~~Commercial Corporation~~offerings,” ~~Gladstone~~as ~~Investment~~defined ~~Corporation,~~in ~~and~~Rule ~~Gladstone~~415(a) ~~Management~~under ~~Corporation (~~the ~~“Adviser”).~~Securities ~~Mr. Sateri,~~Act ~~age~~of 581933, ~~has~~as ~~been~~amended, ~~with~~including ~~the~~without ~~Gladstone~~limitation ~~Companies~~sales ~~since~~made ~~April~~directly ~~2007.~~on ~~Since~~The ~~September~~Nasdaq ~~2021~~Global Market, ~~Mr. Sateri~~on ~~has~~any ~~served~~other asexisting ~~Executive~~trading ~~Vice~~market ~~President~~for ofthe ~~Investments~~Shares ofor ~~the~~to ~~Adviser,~~or ~~serving~~through as a ~~member~~market ofmaker ~~the~~or ~~Investment~~by ~~Committee~~any ~~supporting~~other ~~all~~method ~~Gladstone~~permitted ~~managed~~by ~~credit~~law, ~~equity,~~including ~~and~~in ~~real~~privately ~~estate~~negotiated ~~funds~~transactions. ~~(including~~Under the ~~Company~~Sales Agreements, ~~Gladstone~~each ~~Commercial~~Sales ~~Corporation,~~Agent ~~Gladstone~~will ~~Investment~~be ~~Corporation,~~entitled ~~and~~to ~~Gladstone~~compensation ~~Capital~~of ~~Corporation)~~up asto ~~well~~3.0% asof ~~originating~~the ~~debt~~gross ~~and~~proceeds ~~equity~~of ~~investments~~the inShares ~~privately~~its ~~held~~sells ~~companies.~~from ~~Mr. Sateri~~time ~~has~~to ~~also~~time ~~served~~under asits respective Sales Agreement. Subject to the ~~President~~terms and conditions of the ~~Gladstone~~respective ~~Alternative~~Sales ~~Income~~Agreements, ~~Fund~~the ~~(“GALT”)~~Sales ~~since~~Agents ~~its~~will ~~inception~~use intheir ~~June~~commercially ~~2024.~~reasonable ~~Mr. Sateri~~efforts isto ~~active~~sell on ~~numerous~~the ~~private~~Company’s ~~company~~behalf ~~boards~~any ~~and~~Shares ~~holds~~to abe ~~bachelor’s~~offered ~~degree~~by inthe ~~Business~~Company ~~Administration~~under ~~from~~each Sales Agreement. The ~~University~~Company ofhas ~~Hawaii~~no atobligation ~~Manoa~~to ~~and~~sell aany ~~master’s~~of ~~degree~~the inShares ~~Real~~under ~~Estate~~the ~~Development~~Sales ~~from~~Agreements, and the ~~University~~Company ofor ~~Maryland~~each Sales Agent may at ~~College~~any ~~Park~~time suspend solicitations and offers under the respective Sales Agreements.

~~None~~The ofShares ~~the~~will ~~Company’s~~be ~~executive~~issued ~~officers~~pursuant ~~receive~~to ~~direct compensation from~~ the Company’s asRegistration ~~the~~Statement ~~Company~~on ~~does~~Form S-3 (File No. 333-294917), as ~~not~~amended ~~currently~~or ~~have~~replaced ~~any~~from ~~employees~~time ~~and does not expect~~ to ~~have~~time. ~~any~~The ~~employees~~Company inhas ~~the~~filed ~~foreseeable~~a ~~future.~~prospectus ~~Rather~~supplement, ~~all~~dated ofApril 24, ~~the~~2026, ~~Company’s~~to ~~officers and other personnel are employed by~~ the ~~Adviser~~prospectus, ordated ~~Gladstone Administration~~April 23, ~~LLC~~2026 (the “~~Administrator~~Base Prospectus”)., ~~For~~with ~~a discussion of~~ the ~~terms~~Securities ~~of the Company’s Advisory~~ and ~~Administration~~Exchange ~~Agreements~~Commission ~~with~~ (the ~~Adviser and the Administrator, respectively, see~~ “~~Transactions With Related Persons~~Commission”) in ~~the~~connection ~~Company’s~~with ~~annual proxy statement; otherwise, there are no transactions between Mr. Sateri and~~ the ~~Company~~offer ~~required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Sateri~~ and ~~any~~sale ~~director or executive officer~~ of the ~~Company and there are no arrangements or understandings between Mr~~Shares. ~~Sateri~~ ~~and any other persons with respect to this promotion.~~

~~All~~The ~~statements~~foregoing ~~contained~~description inof ~~this~~the ~~Current~~Sales ~~Report~~Agreements onis ~~Form~~not ~~8-K,~~complete ~~other~~and ~~than~~is ~~historical~~qualified ~~facts,~~in ~~may~~its ~~constitute~~entirety ~~“forward-looking~~by ~~statements”~~reference ~~within~~to the ~~meaning~~Sales ofAgreements, ~~Section 27A~~copies of ~~the~~which ~~Act~~are ~~and~~filed ~~Section 21E of the Securities Exchange Act of 1934,~~ as ~~amended~~Exhibit ~~(the “Exchange Act”)~~1.1 ~~Forward-looking statements involve inherent risks~~ and ~~uncertainties~~Exhibit as1.2 ~~they relate to expectations, beliefs, projections, future plans~~ and ~~strategies, anticipated events, or trends concerning matters that~~ are ~~not~~incorporated ~~historical~~herein ~~facts~~by ~~and may ultimately prove to be incorrect or false~~reference. ~~Forward-looking~~In ~~statements~~connection ~~include~~with ~~information~~the ~~about possible or assumed future events~~foregoing, ~~including,~~the ~~without~~Company ~~limitation,~~is ~~those~~filing ~~relating~~(i) as toExhibit ~~future performance~~5.1 ~~Words such as “may,” “will,” “plan,” and variations of these words and similar expressions are intended~~ to ~~identify~~this ~~forward-looking~~Current ~~statements,~~Report ~~though~~on ~~not all forward~~Form 8-~~looking~~K the ~~statements~~opinion ~~contain these words. Forward-looking statements are not guarantees~~ of ~~future~~Venable ~~performance and are subject to known and unknown risks~~LLP, ~~uncertainties,~~its ~~and~~Maryland ~~other factors that could cause actual results to differ materially from those included within or contemplated by such statements~~counsel, ~~including,~~with ~~but~~respect ~~not limited~~ to, the ~~description~~legality of ~~risks and uncertainties in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of~~ the ~~Company’s~~Shares ~~Annual~~to ~~Report~~be onsold ~~Form~~pursuant ~~10-K~~to ~~for~~ the ~~fiscal~~Sales ~~year ended December 31~~Agreements, ~~2025, as filed with the Securities~~ and ~~Exchange Commission~~ (~~the “SEC”~~ii) ~~on February~~ ~~24,~~as ~~2026,~~Exhibit ~~and certain other filings made with the SEC (accessible at www~~8.~~sec.gov).~~1 ~~The Company cautions readers not~~ to ~~place~~this ~~undue~~Current ~~reliance~~Report on ~~any~~Form ~~such forward~~8-~~looking~~K ~~statements which speak only as of~~ the ~~date~~opinion ~~made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result~~ of ~~new~~Squire ~~information,~~Patton ~~future~~Boggs ~~events~~(US) orLLP ~~otherwise,~~regarding ~~except~~certain astax ~~required by law~~matters.

-Item 29.01. -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.

- 3 -

Gladstone Land Corporation (Registrant)

March 23, 2026

/s/ Lewis Parrish

April 24, 2026

/s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer and Assistant Treasurer

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