8-K

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 eventreported): November 15, 2021

FARMLAND PARTNERS INC.

(Exact name of registrant as specifiedin its charter)

Registrant’s telephone number,including area code: (720) 452-3100

Not Applicable

(Former name or former address, if changedsince 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

On November 15, 2021, the Board of Directors (the “Board”) of Farmland Partners Inc. (the “Company”) increased the size of the Board from six to seven directors and appointed Murray R. Wise as a director, effective immediately, to fill the vacancy created by the increase in the number of directors. Mr. Wise will serve until the Company’s 2022 annual meeting of stockholders or until his successor is duly elected and qualifies.

Mr. Wise has served as the Chairman and Chief Executive Officer of Murray Wise Associates LLC (“Murray Wise Associates”), a farmland brokerage, auction and management business, since 2010. Mr. Wise will continue to serve as the Chief Executive Officer of Murray Wise Associates following the acquisition of Murray Wise Associates by FPI Agribusiness Inc., a wholly owned subsidiary of the Company (“FPI Agribusiness”). Mr. Wise holds an undergraduate degree from Iowa State University and a Masters of Business Administration from the University of Illinois.

Mr. Wise will receive no separate compensation for his service as a director. The Company has entered into an indemnification agreement with Mr. Wise in connection with his appointment to the Board, which is in substantially the same form as that entered into with the executive officers and other directors of the Company. Other than the acquisition of Murray Wise Associates by the Company described below, neither Mr. Wise nor any member of his immediate family has or had a direct or indirect interest in any transaction in which the Company or any of its subsidiaries is or was a participant that would be required to be disclosed under Item 404(a) of Regulation S-K. Mr. Wise will not be an independent director within the meaning of the New York Stock Exchange (“NYSE”) listing standards and will not appointed to any committees of the Board.

On November 15, 2021, the Company issued a press release announcing the appointment of Mr. Wise to the Board and the transaction contemplated by the Purchase Agreement (as defined below). A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.

On November 15, 2021, the Company and FPI Agribusiness, entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Murray Wise Associates, the members of Murray Wise Associates and Mr. Wise, in his capacity as the seller representative (collectively, the “Murray Wise Parties”), pursuant to which it acquired all of the assets of Murray Wise Associates and pursuant to which Murray Wise Associates would become a wholly owned subsidiary of FPI Agribusiness. Pursuant to the Purchase Agreement, the total consideration for the acquisition was $8,000,000, comprised of both cash and the issuance of shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), to the Murray Wise Parties, less certain specified expenses. As partial consideration for the acquisition, the Company will issue an aggregate of 248,734 shares of Common Stock to the Murray Wise Parties at a price of $12.61 per share, which was the 10-day volume weighted average price per share of the Common Stock on the NYSE as measured on November 15, 2021. The shares of Common Stock will be issued within three business days of November 15, 2021. Two-thirds of the shares of Common Stock issued will be subject to forfeiture to the extent necessary to satisfy potential indemnification claims for a period of six months following the closing. The acquisition includes approximately $3.8 million in net current assets. In addition, the Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of shares issued in the acquisition within six months after the closing date. Also, the Company has entered into an incentive compensation agreement providing for the issuance of up to $3,000,000 in shares of Common Stock for the benefit of current and prospective Murray Wise Associates employees aside from Mr. Wise, the receipt of which is tied to achieving certain profitability and asset under management objectives within three years following the closing of the transaction.

(d) Exhibits

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

Farmland Partners Inc. Announces Acquisitionof Murray Wise Associates LLC

Iconic Farmland Investor Murray Wise to JoinFarmland Partners’ Board of Directors and Management Team

DENVER, CO, November 15, 2021 /PRNewswire/ -- Farmland Partners Inc. (NYSE: FPI) (“FPI") today announced that it has acquired 100% of the equity interests in Murray Wise Associates LLC (“MWA”). The acquisition creates an unparalleled platform for farmland investing, including publicly traded equity, private asset management, individual farm purchases and individual farm management, and increases FPI’s total farmland owned and/or managed by approximately 16,700 acres.

Murray R. Wise was the founder of Westchester Group (currently the world’s largest institutional farmland asset manager) and started MWA as the spinoff of Westchester Group’s brokerage, auction and farm management business when the company was acquired by TIAA in 2010. Throughout his career, Murray has managed over $1 billion in farmland assets in the U.S., Australia and South America on behalf of institutional investors. MWA professionals have completed land and agribusiness transactions totaling over $5 billion in 43 states over the past 25 years. MWA is headquartered in Champaign, IL and has offices in Clarion, IA, and Naples, FL, and specializes in farmland brokerage (with a focus on institutional investors), farmland auctions and farm management.

Together, FPI and MWA will launch a joint asset management platform, at a time of heightened interest in farmland as an asset class. As a part of FPI, we expect MWA to expand its existing brokerage, auction and farm management services, thereby increasing FPI’s penetration in the marketplace and enhancing FPI’s ability to source acquisitions for both its own portfolio and for third party asset management vehicles. FPI’s acquisition of MWA is expected to diversify FPI’s existing holdings and add new revenue streams to the business through expanded asset management opportunities as well as new services not currently offered by FPI. MWA’s existing business is expected, in the short term, to be modestly accretive to FPI’s Adjusted Funds From Operations, with a more significantly accretive impact expected in the medium and long term deriving from new asset management business and operating synergies as the combined platform grows. Murray will continue to serve as CEO of MWA and will sit on FPI’s Board of Directors.

“Farmland Partners has proven itself to be a very effective farmland investor and manager, giving public company investors access to the asset class’ powerful value creation capabilities. I believe that the combination of FPI and MWA creates a formidable platform in many aspects of farmland asset management,” said Murray R. Wise, CEO of MWA. “Farmland investors will be able to access an unmatched array of integrated services.”

"I first met Murray, the ‘father of farmland investing’, in my late 20s, after reading one of his books,” said Paul A. Pittman, FPI’s chairman and CEO. “By joining forces, we will be able to deliver more value to FPI’s shareholders, while serving a broader array of farmland investors and becoming an ever more attractive real estate partner for farm operators.”

“Enhancing our third-party asset management platform is a key objective for FPI,” said Luca Fabbri, FPI’s President. “We believe that the acquisition of MWA will allow us to grow our assets under management at times when we are not comfortable raising public equity, increasing fee income while leveraging our existing deal sourcing and farm management infrastructure.”

“This transaction opens a new, exciting chapter for MWA’s team,” said Eric Sarff, MWA’s President. “We expect that FPI’s scale and expertise will enable us to significantly expand MWA’s reach, benefiting FPI’s and MWA’s clients, investors and tenants.”

The purchase price of MWA is $5 million in cash and approximately $3 million in FPI common stock. The acquisition includes approximately $3.8 million in net current assets. In addition, FPI has entered into an incentive compensation arrangement for up to $3 million in FPI common stock for the benefit of key current and prospective employees, the receipt of which is tied to achieving certain profitability and AUM objectives within three years after the closing.

About Farmland Partners Inc.

Farmland Partners Inc. is an internally managed real estate company that owns and seeks to acquire high-quality North American farmland and makes loans to farmers secured by farm real estate. As of the date of this release, the Company owns and/or manages approximately 176,300 acres in 18 states, including Alabama, Arkansas, California, Colorado, Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Michigan, Mississippi, Missouri, Nebraska, North Carolina, South Carolina, South Dakota and Virginia. We have approximately 26 crop types and over 100 tenants. The Company elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2014.  Additional information: www.farmlandpartners.com or (720) 452-3100.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the federal securities laws, including, without limitation, statements with respect to the acquisition, our plans for MWA going forward, our expectations with respect to accretion to Adjusted Funds From Operations, our outlook, and proposed and pending acquisitions and dispositions. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "should," "could," "would," "predicts," "potential," "continue," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" or similar expressions or their negatives, as well as statements in future tense. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: general volatility of the capital markets and the market price of the Company's common stock, changes in the Company's business strategy, availability, terms and deployment of capital, the Company's ability to refinance existing indebtedness at or prior to maturity on favorable terms, or at all, availability of qualified personnel, changes in the Company's industry, interest rates or the general economy, adverse developments related to crop yields or crop prices, the degree and nature of the Company's competition, the timing, price or amount of repurchases, if any, under the Company's share repurchase program, the ability to consummate acquisitions or dispositions under contract and the other factors described in the section entitled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, and the Company's other filings with the Securities and Exchange Commission.  Any forward-looking information presented herein is made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.