LAND 8-K/A
GLADSTONE LAND Corp (LAND)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2026 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices) (Zip Code)
(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 |
Name of each exchange on which registered | ||
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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed as a supplement to the Current Report on Form 8-K (the “Original Report”) filed with the Securities and Exchange Commission on March 13, 2026 by Gladstone Land Corporation, a Maryland corporation (the “Company”). The Original Report was filed to report the filing of the Company’s Articles Supplementary (the “Reclassification Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland (the “Maryland SDAT”) on March 12, 2026 which was effective on March 13, 2026 (the “Filing Date”).
The Reclassification Articles Supplementary included inadvertent immaterial errors regarding the reclassification of 5.00% Series D Cumulative Term Preferred Stock (the “Series D Preferred Stock”) and certain amounts of authorized capital stock (namely the amount of common stock, Series B Preferred Stock and Series C Preferred Stock, as defined below). The Company has filed a Certificate of Correction with the Maryland SDAT to correct such errors (the “Certificate of Correction”). This Amendment amends the Original Report to report the filing of the Certificate of Correction with the Maryland SDAT in order to correct and update the disclosure regarding the reclassification of Series D Preferred Stock and the disclosure regarding the amounts of authorized capital stock.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 2, 2026, the Company filed the Certificate of Correction with the Maryland SDAT to: (1) give the reclassification of Series D Preferred Stock no force and effect (due to there being no authorized Series D Preferred Stock outstanding as of the Filing Date) and (2) correct the number of authorized shares of Common Stock, shares of 6.00% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) and shares of 6.00% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”). As so corrected, (1) the Company did not reclassify any shares of Series D Preferred Stock and (2) as of the Filing Date, the Company’s authorized capital stock consisted of 100,000,000 shares of capital stock, comprised of (i) 67,588,265 shares of Common Stock, (ii) 6,321,801 shares of Series B Preferred Stock, (iii) 10,103,804 shares of Series C Preferred Stock, and (iv) 15,986,130 shares of 5.00% Series E Cumulative Term Preferred Stock.
The Reclassification Articles Supplementary, as amended and corrected by the Certificate of Correction, did not change the Company’s authorized shares of capital stock. The foregoing description of the Reclassification Articles Supplementary, as amended and corrected by the Certificate of Correction, is a summary and is qualified in its entirety by the terms of the Reclassification Articles Supplementary as amended and corrected by the Certificate of Correction, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K/A and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Articles Supplementary (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-35795), filed on March 13, 2026) | |
| 3.2 | Certificate of Correction | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Gladstone Land Corporation (Registrant) | ||||||
| Date: April 7, 2026 | By: | /s/ Lewis Parrish | ||||
| Lewis Parrish Chief Financial Officer and Assistant Treasurer | ||||||
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Exhibit 3.2
GLADSTONE LAND CORPORATION
CERTIFICATE OF CORRECTION
Gladstone Land Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (“SDAT”) that:
FIRST: The name of the Maryland corporation is Gladstone Land Corporation.
SECOND: The title of the document being corrected is the Articles Supplementary (the “Articles Supplementary”).
THIRD: The Corporation is the sole party to the Articles Supplementary.
FOURTH: The Articles Supplementary were filed with the SDAT on March 13, 2026 (the “Original Filing Date”).
FIFTH: Articles FIRST and SECOND of the Articles Supplementary, as previously filed with the SDAT, incorrectly stated certain amounts of the Corporation’s authorized stock, providing that:
FIRST: Under a power contained in Section 6.2 of Article 6 of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board”), by duly adopted resolutions, reclassified and designated 1,185,000 authorized but unissued shares of the Corporation’s 5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”), as additional shares of the Corporation’s Common Stock, $0.001 par value per share (the “Common Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of Common Stock as set forth in the Charter.
SECOND: The foregoing shares of Common Stock have been reclassified and designated by the Board under the authority contained in the Charter. After giving effect to such reclassification and designation of Common Stock as set forth herein, the Corporation has authority to issue 52,017,888 shares of Common Stock, 6,329,207 shares of 6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, 25,666,775 shares of 6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share, and 15,986,130 shares of 5.00% Series E Cumulative Term Preferred Stock, $0.001 par value per share. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.
SIXTH: The Corporation has determined that, as of the Original Filing Date, the Corporation had no authorized but unissued shares of 5.00% Series D Cumulative Term Preferred Stock, $0.001 par value per share (the “Series D Preferred Stock”), and only 10,103,804 shares of 6.00% Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), and, therefore, the Articles Supplementary contained errors. As a result, the reclassification of shares of Series D Preferred Stock set forth in the Articles Supplementary is of no force and effect and the number of authorized shares of stock of the Corporation is as set forth in Article SEVENTH below.
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SEVENTH: As a result of the errors in Articles FIRST and SECOND of the Articles Supplementary, corrected by this Certificate of Correction, the Corporation, as of the Original Filing Date, had authority to issue 67,588,265 shares of Common Stock, $0.001 par value per share, 6,321,801 shares of 6.00% Series B Cumulative Redeemable Preferred Stock, $0.001 par value per share, 10,103,804 shares of Series C Preferred Stock and 15,986,130 shares of 5.00% Series E Cumulative Term Preferred Stock, $0.001 par value per share.
EIGHTH: There has been no increase in the authorized shares of stock of the Corporation effected by the Articles Supplementary or this Certificate of Correction.
NINTH: The undersigned officer of the Corporation acknowledges this Certificate of Correction to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Corporation has caused the Certificate of Correction to be executed in its name and on its behalf by its Chief Executive Officer and attested by its Co-Secretary on this 2nd day of April, 2026.
| ATTEST: | GLADSTONE LAND CORPORATION | |||||
| /s/ Michael LiCalsi | By: | /s/ David Gladstone | ||||
| Name: Michael LiCalsi |
Name: David Gladstone | |||||
| Title: Co-Secretary |
Title: Chief Executive Officer | |||||
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