Form 8-K - Current report

Gladstone Land Corporation

(Registrant)

August 22, 2024

/s/ Lewis Parrish

Lewis Parrish

Chief Financial Officer

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) August 22, 2024

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 22, 2024, Gladstone Land Corporation (the “Company”) announced the election of Katharine Cornell Gorka to its Board of Directors (the “Board”), effective August 22, 2024. Ms. Gorka will join the 2027 class of Directors for the Company as an independent director, with a term expiring at the Company’s 2027 annual meeting of stockholders. The Board has named Ms. Gorka to its Ethics, Nominating and Corporate Governance Committee.

Ms. Gorka will be compensated on a pro-rated basis for her service on the Board in accordance with the Company’s compensation program for independent directors, as set forth in the Company’s proxy statement for its 2024 annual meeting of stockholders (as filed with the Securities and Exchange Commission on March 27, 2024).

There are no other arrangements or understandings between Ms. Gorka and any other person pursuant to which she was elected as a director of the Company. There are no transactions between Ms. Gorka and the Company that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On August 22, 2024, the Company issued a press release (the “Press Release”) announcing Ms. Gorka’s election to the Board. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Press Release dated August 22, 2024

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.

Exhibit 99.1

LOGO

Gladstone Land Announces Election of

Katharine Cornell Gorka as Director

MCLEAN, VA, August 22, 2024– Gladstone Land Corporation (Nasdaq: LAND) (the “Company”) announced that Katharine Cornell Gorka has been elected to the 2027 class of Directors for the Company, effective August 22, 2024. Ms. Gorka, 64, is the President of Threat Knowledge Group, which provides training and expertise on threats to U.S. national security, and also serves as the chair of the Fairfax County Republican Party. Ms. Gorka previously served as a Senior Policy Advisor in the Office of Policy at the U.S. Department of Homeland Security from 2017 until 2020. In 2020, Ms. Gorka served as Press Secretary for U.S. Customs and Border Protection, and from 2020 to 2022 she served as the Director for the Civil Society at The Heritage Foundation. Ms. Gorka graduated from the University of North Carolina at Chapel Hill with highest honors in 1978 and received her M.Sc. in Economics with Distinction from the London School of Economics in 1987. The Company believes Ms. Gorka’s background and experience, including her management expertise and strategic analyses, will add value to its Board of Directors by further expanding its knowledge and expertise base, as well as its diversity of views.

About Gladstone Land:

Gladstone Land is a publicly-traded real estate investment trust that invests in farmland located in major agricultural markets in the U.S., which it leases to farmers. The Company, which reports the aggregate fair value of its farmland holdings on a quarterly basis, currently owns 168 farms, comprised of approximately 112,000 acres in 15 different states and approximately 54,000 acre-feet of water assets in California, valued at a total of approximately $1.4 billion. Additional information can be found at www.GladstoneLand.com.

For stockholder information on Gladstone Land, call (703) 287-5893. For Investor Relations inquiries related to any monthly dividend-paying Gladstone funds, please visit www.GladstoneCompanies.com.

SOURCE: Gladstone Land Corporation

For further information: Gladstone Land Corporation, (703) 287-5893

Document and Entity Information	Aug. 22, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	GLADSTONE LAND Corp
Amendment Flag	false
Entity Central Index Key	0001495240
Document Type	8-K
Document Period End Date	Aug. 22, 2024
Entity Incorporation State Country Code	MD
Entity File Number	001-35795
Entity Tax Identification Number	54-1892552
Entity Address, Address Line One	1521 Westbranch Drive
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	(703)
Local Phone Number	287-5800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, $0.001 par value per share
Trading Symbol	LAND
Security Exchange Name	NASDAQ
Series B Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol	LANDO
Security Exchange Name	NASDAQ
Series C Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share
Trading Symbol	LANDP
Security Exchange Name	NASDAQ
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share
Trading Symbol	LANDM
Security Exchange Name	NASDAQ