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FPI on NYSE

Farmland Partners Inc.

Farmland Partners Inc. is an American real estate investment trust based in Denver, incorporated in Maryland.2 Its shares trade on NYSE under the symbol FPI.2

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Last updated Oct 21, 2026.

Overview

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  • TickerFPI on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersDenver, United States2
  • Incorporated inMD3
  • Business address4600 S. Syracuse Street, Suite 1450, Denver, Co 802373
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formStock Corporation2
  • LEI549300LB188CHPZ4IL372
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o COGENCY GLOBAL INC., 1519 YORK ROAD, 21093 Lutherville, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D154741742

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We make statements in this Annual Report on Form 10-K that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). These forward-looking statements include, without limitation, statements concerning pending acquisitions and dispositions, projections, predictions, expectations, estimates or forecasts as to our business, financial and operational results, future stock repurchases and other transactions affecting our capitalization, our dividend policy, future economic performance, crop yields and prices and future rental rates for our properties, ongoing litigation, as well as statements of management’s goals and objectives and other similar expressions concerni…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

60.5%Net margin5
-10.4%Revenue growth, 20255
6.7%Return on equity5
0.35×Debt to equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs40¢$20.6M
  • Income tax0¢$15.0K
  • Profit60¢$31.5M

Out of $52.2M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid63¢$63.7M
  • Share buybacks37¢$37.8M

Out of $17.4M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue6789105$52.2M in 2025−3% since 2019
0$20.0M$40.0M$60.0M$80.0M2019: $53.6M$53.6M20192020: $50.7M$50.7M2020−5%2021: $51.7M$51.7M2021+2%2022: $61.2M$61.2M2022+18%2023: $57.5M$57.5M2023−6%2024: $58.2M$58.2M2024+1%2025: $52.2M$52.2M2025−10%
Operating income678$25.0M in 2022−5% since 2019
0$10.0M$20.0M$30.0M2019: $26.3M$26.3M20192020: $22.3M$22.3M2020−15%2021: $16.8M$16.8M2021−25%2022: $25.0M$25.0M2022+49%
Net income6789105$31.5M in 2025+127% since 2019
0$20.0M$40.0M$60.0M2019: $13.9M$13.9M20192020: $7.1M$7.1M2020−49%2021: $10.0M$10.0M2021+40%2022: $11.7M$11.7M2022+17%2023: $30.9M$30.9M2023+165%2024: $59.9M$59.9M2024+94%2025: $31.5M$31.5M2025−47%
Fiscal year2019202020212022202320242025
Revenue$53.6M6$50.7M7$51.7M8$61.2M9$57.5M10$58.2M5$52.2M5
Operating expenses$34.9M8$36.2M9$39.5M10$33.5M5$46.9M5
Operating income$26.3M6$22.3M7$16.8M8$25.0M8
Interest$19.6M6$17.7M7$15.9M8$16.1M9$22.7M9
Income before tax$10.3M8$12.2M9$31.5M10$61.4M5$32.2M5
Income tax$06$07$08$227.0K9-$166.0K10-$16.0K5-$15.0K5
Net income$13.9M6$7.1M7$10.0M8$11.7M9$30.9M10$59.9M5$31.5M5
Earnings per share$0.046-$0.187-$0.178$0.169$0.5510$1.195$0.655
Earnings per share (diluted)$0.046-$0.187-$0.178$0.169$0.5310$1.065$0.615
Shares (weighted, basic)34.6M shares851.0M shares950.2M shares1047.5M shares544.2M shares5
Shares (weighted, diluted)34.6M shares851.0M shares958.3M shares1056.0M shares551.3M shares5

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Corporate structure

Farmland Partners Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Farmland Partners Inc.

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Farmland Partners Inc., latest Mar 26, 2026 (2 filings since Feb 13, 2024)
  • Global Alpha Capital Management Ltd. Filed SCHEDULE 13G/A on Farmland Partners Inc., latest Feb 10, 2026 (6 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on Farmland Partners Inc., latest Oct 17, 2025 (5 filings since Nov 10, 2021)
  • MASSACHUSETTS FINANCIAL SERVICES CO /MA/ Filed SCHEDULE 13G/A on Farmland Partners Inc., latest May 14, 2025 (3 filings since Feb 9, 2024)
  • Paul A. Pittman Filed SCHEDULE 13D/A on Farmland Partners Inc., latest Mar 12, 2025 (2 filings since Oct 10, 2023)
  • Farmland Partners Inc. Denver, Colorado, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Farmland Partners Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$565.0M5 Dec 31, 2025$645.6M5 Dec 31, 2024−12.5%
Construction in progress$1.2M5 Dec 31, 2025$1.5M5 Dec 31, 2024−19.8%
Operating-lease assets (leased space)$169.0K5 Dec 31, 2025$194.0K5 Dec 31, 2024−12.9%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$616.3M5 Dec 31, 2025$717.8M5 Dec 31, 2024−14.2%
Real estate investments, at cost$643.1M5 Dec 31, 2025$749.4M5 Dec 31, 2024−14.2%
Real estate accumulated depreciation$26.8M5 Dec 31, 2025$31.6M5 Dec 31, 2024−15.1%
Area of real estate71,600 acres5 Dec 31, 202593,500 acres10 Dec 31, 2024−23.4%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$4.2M5 Dec 31, 2025$4.1M5 Dec 31, 2024+3.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$2.7M5 Dec 31, 2024$2.7M10 Dec 31, 20230%
Intangible assets, net (excluding goodwill)$1.4M5 Dec 31, 2024$2.0M10 Dec 31, 2023−32.5%

Properties, in its own words

The information set forth under the caption “Our Properties” in Item 1 of this Annual Report on Form 10-K is incorporated by reference herein.

Item 2 of the 10-K filed Feb 19, 2026.4

Leadership

Who has led Farmland Partners Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Paul A. Pittman2014–2023
  2. Luca Fabbri2023–now

Chair

  1. Paul A. Pittman2017–now

President

  1. Paul A. Pittman2014–2017
  2. Robert L. Cowan2017
  3. Luca Fabbri2022–now

Chief financial officer

  1. Luca Fabbri2014–2021
  2. Susan M. Landi2024–now
201520202025
Board members and other officers (20)

Timeline

  1. Jul 29, 20268-K Results of operations39
  2. Apr 30, 20268-K Shareholder vote40
  3. Apr 29, 20268-K Results of operations41
  4. Feb 18, 20268-K Results of operations42
  5. Oct 29, 20258-K Results of operations43
  6. Jul 23, 20258-K Results of operations44
  7. May 7, 20258-K Results of operations45
  8. May 7, 20258-K Shareholder vote46
  9. Feb 28, 20258-K Change of auditor47
  10. Feb 19, 20258-K Results of operations48
  11. Oct 30, 20248-K Results of operations49
  12. Oct 21, 20248-K Completed an acquisition or sale50
  13. Feb 28, 2023New chief executive Luca Fabbri becomes CEO14
  14. Apr 10, 2014New chief executive Paul A. Pittman becomes CEO15
  15. Sep 27, 2013Founded Farmland Partners Inc. is founded2

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.07 a share, on Oct 29, 2025.51

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results39
  2. Apr 29, 2026Reported quarterly or annual results41
  3. Feb 18, 2026Reported quarterly or annual results42
  4. Oct 29, 2025Reported quarterly or annual results43
  5. Jul 23, 2025Reported quarterly or annual results44
  6. May 7, 2025Reported quarterly or annual results45
  7. Feb 19, 2025Reported quarterly or annual results48
  8. Oct 30, 2024Reported quarterly or annual results49

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

240 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 47 major events, 128 insider forms, 18 large holders, 27 other. The latest 20:

  1. Jul 30, 202610-Q EDGAR
  2. Jul 29, 20268-K EDGAR
  3. Jun 26, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Apr 30, 20264 OWNERSHIP DOCUMENT EDGAR
  5. Apr 30, 20264 OWNERSHIP DOCUMENT EDGAR
  6. Apr 30, 20264 OWNERSHIP DOCUMENT EDGAR
  7. Apr 30, 20268-K EDGAR
  8. Apr 30, 202610-Q EDGAR
  9. Apr 29, 20268-K EDGAR
  10. Mar 26, 2026SCHEDULE 13G/A EDGAR
  11. Mar 17, 2026ARS EDGAR
  12. Mar 17, 2026DEFA14A EDGAR
  13. Mar 17, 2026DEF 14A EDGAR
  14. Mar 5, 20264 OWNERSHIP DOCUMENT EDGAR
  15. Mar 5, 20264 OWNERSHIP DOCUMENT EDGAR
  16. Mar 5, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Feb 26, 20264 OWNERSHIP DOCUMENT EDGAR
  18. Feb 26, 20264 OWNERSHIP DOCUMENT EDGAR
  19. Feb 26, 20264 OWNERSHIP DOCUMENT EDGAR
  20. Feb 25, 20264/A OWNERSHIP DOCUMENT EDGAR

The 240 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

35 open-market trades by officers, directors and large owners since October 2021: 34 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 25, 2026Sherrick Bruce JDirectorBuy2,000$9.65$19.3KForm 4
Feb 24, 2026Grafton Jennifer SDirectorSale1,600$12.36$19.8KForm 4
Feb 24, 2026Grafton Jennifer SDirectorBuy1,600$12.36$19.8KForm 4
Dec 15, 2025Good John ADirectorBuy3,000$10.20$30.6KForm 4
Nov 10, 2025Good John ADirectorBuy4,100$9.69$39.7KForm 4
Aug 14, 2025Sherrick Bruce JDirectorBuy8,000$10.76$86.1KForm 4
May 19, 2025Sherrick Bruce JDirectorBuy7,000$10.47$73.3KForm 4
Dec 19, 2024Good John ADirectorBuy15,000$12.23$183.4KForm 4
Aug 7, 2024Good John ADirectorBuy24,000$10.15$243.6KForm 4
Aug 5, 2024Fabbri LucaPresident and CEOBuy1,000$10.00$10.0KForm 4
Sep 29, 2023Pittman Paul AExecutive ChairmanBuy31,048$10.29$319.5KForm 4
Sep 28, 2023Pittman Paul AExecutive ChairmanBuy2,774$10.21$28.3KForm 4
Sep 27, 2023Pittman Paul AExecutive ChairmanBuy66,178$10.25$678.3KForm 4
Mar 16, 2023WISE MURRAY RDirectorBuy10,000$9.66$96.6KForm 4
Mar 10, 2023WISE MURRAY RDirectorBuy20,000$9.93$198.6KForm 4
Mar 9, 2023Fabbri LucaPresident and CEOBuy500$10.23$5.1KForm 4
Mar 7, 2023WISE MURRAY RDirectorBuy10,000$10.42$104.2KForm 4
Mar 7, 2023Fabbri LucaPresident and CEOBuy500$10.29$5.1KForm 4
Mar 1, 2023Good John ADirectorBuy9,300$10.63$98.9KForm 4
Feb 27, 2023Pittman Paul AExecutive ChairmanBuy10,000$10.53$105.3KForm 4

All 35 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Paul A. Pittman Executive Chairman63$575.0K$1.7M57
2025Luca Fabbri President and Chief Executive Officer57$400.0K$1.4M57
2025Christine GarrisonGeneral Counsel and Corporate Secretary48$275.0K$597.5K57
2024Paul A. Pittman Executive Chairman63$575.0K$3.0M57
2024Luca Fabbri President and Chief Executive Officer57$375.0K$2.1M57
2024Christine GarrisonGeneral Counsel and Corporate Secretary48$260.0K$870.4K57

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.4,162,165$40.3M0.0%+312,685
Vanguard Portfolio Management LLC2,123,495$20.6M0.0%+79,670
Vanguard Capital Management LLC1,738,179$16.8M0.0%+18,546
Accordant Advisory Group Inc1,464,576$14.2M9.6%+37,628
Geode Capital Management, LLC1,186,196$11.5M0.0%+113,540
Two Sigma Investments, LP1,148,972$11.1M0.0%−298,686
Deutsche Bank Ag\940,234$9.1M0.0%+6,490
State Street Corp916,218$8.9M0.0%+3,739
Uniplan Investment Counsel, Inc.813,588$7.9M0.7%−12,409
Charles Schwab Investment Management Inc435,322$4.2M0.0%+48,561
Renaissance Technologies LLC390,400$3.8M0.0%+304,000
Northern Trust Corp369,643$3.6M0.0%+28,940
Morgan Stanley357,784$3.5M0.0%+21,777
Tudor Investment Corp Et Al355,959$3.4M0.0%+35,661
Man Group plc284,721$2.8M0.0%+191,842
Bank of New York Mellon Corp275,112$2.7M0.0%+10,280
Clark Capital Management Group, Inc.267,609$2.6M0.0%+10,457
Vanguard Fiduciary Trust Co267,465$2.6M0.0%+15,949
Jpmorgan Chase & Co258,246$2.5M0.0%−31,771
Goldman Sachs Group Inc259,763$2.5M0.0%−45,967
BCGM Wealth Management, LLC245,589$2.4M0.5%−23,782
Aqr Capital Management LLC233,167$2.3M0.0%+98,826
Envestnet Asset Management Inc222,406$2.2M0.0%+15,326
Marshall Wace, Llp206,545$2.0M0.0%−195,421
Raymond James Financial Inc196,929$1.9M0.0%−84,406

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

2 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Feb 21, 2023Thomas R Carper, SenateBuy$1,001 - $15,000−106.9%Report
Jan 18, 2023Thomas R Carper, SenateBuy$1,001 - $15,000−118.0%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How Farmland Partners Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFarmland Partners Inc.1
  • CIK0001591670
  • Employer ID (EIN)46-37698504
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address4600 S. Syracuse Street, Suite 1450, Denver, CO 802371
  • Phone720-452-31001
  • Shares outstanding43,630,722 as of Jul 24, 202612
  • Public float$470.8M as of Jun 30, 20254
  • AuditorCrowe LLP, Los Angeles, California PCAOB ID 173; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceDec 3, 20131
  • Filings741 in all: 4 (316), 8-K (159), 10-Q (38), 3 (25), CORRESP (19), UPLOAD (19), SC 13G/A (17), DEFA14A (15)1
    All 46 form types

    10-K (12), DEF 14A (12), EFFECT (11), SC 13G (10), 425 (8), S-3 (8), 424B2 (7), ARS (5), CERTNYS (5), S-11/A (5), S-8 (5), SCHEDULE 13G/A (5), 8-K/A (4), S-4/A (4), 424B5 (3), 8-A12B (3), 424B4 (2), FWP (2), S-11 (2), S-3/A (2), 10-K/A (1), 10-Q/A (1), 25 (1), 25-NSE (1), 3/A (1), 4/A (1), 424B3 (1), 424B7 (1), 5 (1), 5/A (1), 8-A12B/A (1), D (1), DEFR14A (1), DRS (1), PRE 14A (1), S-4 (1), SC 13D (1), SCHEDULE 13D/A (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Jul 30, 2026
    Proxy statement (DEF 14A) Mar 17, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, $0.01 par value per shareFPINew York Stock Exchange

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Farmland Partners Inc. names in Item 1A of its 10-K filed Feb 19, 2026: 60 risks under these headings, as written.4

  • Risks Related to Our Business and Properties
  • Our business is dependent in part upon the profitability of our tenants' farming operations, and a sustained downturn in the profitability of their farming operations could have a material adverse effect on the amount of rent we can collect and, consequently, our cash flow and ability to make distributions to our stockholders.
  • We have a substantial amount of indebtedness outstanding, which may expose us to the risk of default under our debt obligations, restrict our operations and our ability to grow our business and revenues and restrict our ability to pay distributions to our stockholders.
  • Mortgage debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
  • Our debt financing agreements may restrict our ability to engage in certain business activities, including our ability to incur additional indebtedness, make capital expenditures and make certain investments.
  • Increases in benchmark interest rates will increase our borrowing costs, which will negatively impact our financial condition, results of operations, growth prospects and ability to make distributions to stockholders.
  • Increases in interest rates will increase our tenants’ borrowing costs and make it more difficult for them to obtain credit and may cause land prices to decline.
  • Global economic conditions, including elevated levels of inflation and supply chain disruptions, could materially and adversely affect our and our tenants’ operations.
  • The impacts of changes in trade policy (such as the imposition of tariffs), trade disputes and geopolitical tensions (such as the ongoing war in Ukraine) could adversely affect the profitability of our tenants’ farming operations, which could have a material adverse effect on our results of operations, financial condition, ability to make distributions to our stockholders and the value of our properties.
  • Approximately 60% of our portfolio is comprised of properties used to grow primary crops such as corn, soybeans, wheat, rice and cotton, which subjects us to risks associated with primary row crops.
  • Investments in farmland used for permanent/specialty crops have a higher risk profile than farmland used for annual row crops.
  • Our failure to continue to identify and consummate suitable farmland acquisitions would significantly impede our growth and our ability to further diversify our portfolio by geography, crop type and tenant, which could materially and adversely affect our results of operations and cash available for distribution to our stockholders.
The other 49 risks
  • Failure to succeed in new markets may have adverse consequences.
  • We do not continuously monitor and evaluate tenant credit quality, and our financial performance may be subject to risks associated with our tenants' financial condition and liquidity position.
  • Our short-term leases make us more susceptible to any decreases in prevailing market rental rates than would be the case if we entered into longer-term leases, which could have a material adverse effect on our results of operations and ability to make distributions to our stockholders.
  • We may be unable to collect balances due on our leases from any tenants in financial distress or bankruptcy, which could materially and adversely affect our financial condition, results of operations and cash flow.
  • We depend on external sources of capital that are outside of our control and may not be available to us on commercially reasonable terms or at all, which could limit our ability to, among other things, acquire additional properties, meet our capital and operating needs or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT.
  • Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
  • Some state laws prohibit or restrict the ownership of agricultural land by business entities, which could impede the growth of our portfolio and our ability to diversify geographically.
  • Our farms are subject to adverse weather conditions, seasonal variability, crop disease and other contaminants, natural disasters and other natural conditions, including the effects of climate change and water availability, which may adversely affect the amount of variable rent or income from direct operations and/or our tenants' ability to pay fixed or variable rent and thereby have a material adverse effect on our results of operations, financial condition, and our ability to make distributions to stockholders.
  • The market prices of the crops that our tenants may produce on our agricultural properties have exhibited periods of volatility, which may affect our tenants' ability to pay rent and thereby have a material adverse effect on our results of operations and our ability to make distributions to stockholders.
  • Adverse changes in government policies related to farming could affect the prices of crops and the profitability of farming operations, which could materially and adversely affect the value of our properties and our results of operations.
  • We may be subject to unknown or contingent liabilities related to acquired properties and properties that we may acquire in the future, which could have a material adverse effect on us.
  • The loss of key management personnel, particularly Paul A. Pittman and Luca Fabbri, could have a material adverse effect on our ability to implement our business strategy and to achieve our investment objectives.
  • Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
  • We may fail to realize some or all of the anticipated benefits of our ownership interest in the OZ Fund.
  • If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results, which may adversely affect investor confidence in our Company and, as a result, the value of our common stock.
  • Under the FPI Loan Program, we provide loans to landowners with whom we have established relationships and third-party farmers, which exposes us to risks associated with being a lender, including the risk that borrowers default on their obligations to us, which could adversely affect our results of operations and financial condition.
  • Liability for uninsured or underinsured losses could materially and adversely affect our financial condition and cash flow.
  • We have previously been subject to, and may in the future be subject to, litigation or threatened litigation, which may require us to pay damages and expenses or restrict the operation of our business.
  • We may incur significant unrecoverable costs if we are not successful in connection with the litigation we have filed against Sabrepoint.
  • A cybersecurity incident and other technology disruptions could result in a violation of law or negatively impact our reputation and relationships with our tenants, any of which could have a material adverse effect on our results of operations and our financial condition.
  • Potential liability for environmental matters could materially and adversely affect our results of operations and financial condition.
  • We may be required to permit the owners of certain third-party access rights on our properties to enter and occupy parts of the properties, including owners of mineral rights and power generation and transportation infrastructure, which could materially and adversely impact the rental value of our properties.
  • We are subject to risks associated with public health crises, such as pandemics and epidemics which may have a material adverse effect on our business. The nature and extent of future impacts are highly uncertain and unpredictable.
  • Risks Related to Our Organizational Structure
  • Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of units in our Operating Partnership, which may impede business decisions that could benefit our stockholders.
  • Our charter contains certain provisions restricting the ownership and transfer of our stock that may delay, defer or prevent a change of control transaction that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
  • We could increase the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval, which may delay, defer or prevent a transaction that our stockholders believe to be in their best interests.
  • Certain provisions of Maryland law could inhibit changes in control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
  • Certain provisions in the partnership agreement may delay or prevent unsolicited acquisitions of us.
  • Our Board of Directors may change our strategies, policies and procedures without stockholder approval.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders' best interests.
  • Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our management.
  • Our Operating Partnership may issue additional Common units or one or more classes of preferred units to third parties without the consent of our stockholders, which would reduce our ownership percentage in our Operating Partnership and could have a dilutive effect on the amount of distributions made to us by our Operating Partnership and, therefore, the amount of distributions we can make to our stockholders.
  • Certain aspects of our Series A preferred units may limit our ability to make distributions to our common stockholders.
  • U.S. Federal Income Tax Risks
  • Failure to maintain qualification as a REIT for U.S. federal income tax purposes would subject us to U.S. federal income tax on our taxable income at regular corporate rates, which would substantially reduce our ability to make distributions to our stockholders.
  • To qualify as a REIT and to avoid the payment of U.S. federal income and excise taxes, we may be forced to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of our stock or debt securities or sell assets to make distributions, which may result in our distributing amounts that may otherwise be used for our operations.
  • Future sales of properties may result in penalty taxes or may be made through TRSs, each of which would diminish the return to you.
  • In certain circumstances, we may be subject to U.S. federal and state income taxes as a REIT, which would reduce our cash available for distribution to our stockholders.
  • The ability of our Board of Directors to revoke or otherwise terminate our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
  • If our Operating Partnership were classified as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes, we would fail to qualify as a REIT and would suffer other adverse tax consequences.
  • Complying with the REIT requirements may cause us to forego otherwise attractive opportunities or sell properties earlier or later than we wish.
  • You may be restricted from acquiring or transferring certain amounts of our common stock.
  • Dividends paid by REITs generally do not qualify for the favorable tax rates available for some dividends.
  • Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have an adverse impact on our business and financial results.
  • Risks Related to the Market for Our Capital Stock
  • We may be unable to make distributions at expected levels, which could result in a decrease in the market price of our common stock.
  • Elevated market interest rates may have an adverse effect on the market price of our common stock.
  • The market price and trading volume of our common stock may be highly volatile and low, respectively.
  • Our common stock is subject to trading risks created by the spread of false information and manipulative trading.
  • The number of shares of our common stock available for future issuance or sale may have adverse effects on the market price of our common stock.
  • Future offerings of debt, which may rank senior to our common stock for purposes of dividend distributions or upon liquidation, or the issuance of Common units in connection with future acquisitions, may materially adversely affect us, including the trading price of our common stock.

Legal proceedings

For information regarding legal proceedings as of December 31, 2025, see “Note 8—Commitments and Contingencies” to our Consolidated Financial Statements included in Part IV, Item 8 of this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

Sources

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