Annual report [Section 13 and 15(d), not S-K Item 405]

EQUITY

v3.25.4
EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
Equity EQUITY
Registration Statement
On March 28, 2023, we filed a universal registration statement on Form S-3, as amended (File No. 333-270901), with the SEC (the “2023 Registration Statement”) to replace our prior universal registration statement. The 2023 Registration Statement, which was declared effective by the SEC on April 13, 2023, and expires on April 12, 2026, permits us to issue up to an aggregate of $1.5 billion in securities consisting of common stock, preferred stock, warrants, debt securities, depository shares, subscription rights, and units, including through separate, concurrent offerings of two or more securities. Through December 31, 2025, we have issued a total of 176,595 shares of Series E Preferred Stock for gross proceeds of approximately $4.4 million and 2,300,936 shares of common stock for gross proceeds of approximately $23.9 million under the 2023 Registration Statement. See Note 13, “Subsequent Events,” for equity issuances completed subsequent to December 31, 2025.
Equity Issuances
Series C Preferred Stock
On April 3, 2020, we filed a prospectus supplement with the SEC for a continuous public offering of our 6.00% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), which permitted us to sell up to 10,200,000 shares of our Series C Preferred Stock on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share (the “Primary Series C Offering”) and up to 200,000 additional shares pursuant to our dividend reinvestment plan (the “DRIP”) at a price of $22.75 per share. The Primary Series C Offering terminated on December 31, 2022, with substantially all of the allotted 10,200,000 shares being sold, and the DRIP was terminated effective March 22, 2023.
During the year ended December 31, 2023, we issued 14,069 shares of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares of the Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $1.2 million. We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.
Series E Preferred Stock
On November 9, 2022, we filed a prospectus supplement with the SEC for a continuous public offering (the “Series E Offering”) of up to 8,000,000 shares of our Series E Preferred Stock, on a “reasonable best efforts” basis through Gladstone Securities at an offering price of $25.00 per share. See Note 8, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreement,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series E Offering.
The following table provides information on sales of our Series E Preferred Stock during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands, except per-share amounts):
2025 2024 2023
Number of shares sold 400  16,595  237,441 
Weighted-average offering price per share $ 24.75  $ 24.98  $ 24.96 
Gross proceeds $ 10  $ 414  $ 5,925 
Net proceeds(1)
$ 9  $ 373  $ 5,342 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
Additionally, the following table provides information on shares of Series E Preferred Stock tendered for optional redemption and satisfied with cash payment during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands):
2025 2024 2023
Number of shares redeemed 4,350 — 1,600
Settlement payment $ 102  $ —  $ 36 
The Series E Offering expired on December 31, 2025. Exclusive of redemptions, the Series E Offering resulted in total gross proceeds of approximately $6.3 million and net proceeds, after deducting Selling Commissions, Dealer-Manager Fees, and offering expenses payable by us, of approximately $5.7 million. In conjunction with the termination of the Series E Offering, during the year ended December 31, 2025, we expensed approximately $547,000 of unamortized deferred offering costs. These costs were recorded to Write-off of costs associated with offering of Series E cumulative redeemable preferred stock on the accompanying Consolidated Statements of Operations and Comprehensive Income during the year ended December 31, 2025.
Common Stock
At-the-Market Program
We have entered into equity distribution agreements (commonly referred to as “at-the-market agreements”) with Virtu Americas LLC and Ladenburg Thalmann & Co. Inc. (each a “Sales Agent”), that, as amended, currently permit us to issue and sell, from time to time and through the Sales Agents, shares of our common stock having an aggregate offering price of up to $500.0 million (the “ATM Program”). The following table provides information on shares of common stock sold under the ATM Program during the years ended December 31, 2025, 2024, and 2023 (dollars in thousands, except per-share amounts):
2025 2024 2023
Number of shares sold 1,830,260  346,216  788,045 
Weighted-average offering price per share $ 9.32  $ 13.52  $ 19.34 
Gross proceeds $ 17,059  $ 4,680  $ 15,240 
Net proceeds(1)
$ 16,889  $ 4,633  $ 15,087 
(1)Net of underwriting commissions.
Repurchase Program
On May 17, 2024, our Board of Directors approved a share repurchase program authorizing us to repurchase up to $20.0 million of our 6.00% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”) and up to $35.0 million of our Series C Preferred Stock (collectively, the “2024 Repurchase Program”). The Board of Directors’ authorization of the 2024 Repurchase Program expired on May 17, 2025.
On July 11, 2025, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $20.0 million of our Series B Preferred Stock and up to $35.0 million of our Series C Preferred Stock (collectively, the “2025 Repurchase Program”). The Board of Directors’ authorization of the 2025 Repurchase Program may be suspended at any time, does not obligate us to acquire any particular amount of securities, and expires on July 10, 2026. Under the 2025 Repurchase Program, repurchases are intended to be implemented through open market transactions on U.S. exchanges and/or in privately-negotiated transactions facilitated by a third-party broker acting as agent for us in accordance with applicable securities laws. Any repurchases will be made during applicable trading window periods or pursuant to Rule 10b5-1 trading plans.
No shares of Series B Preferred Stock or Series C Preferred Stock were repurchased either under either the 2024 Repurchase Program or the 2025 Repurchase Program during the year ended December 31, 2025. The following table summarizes repurchase activity under the 2024 Repurchase Program during the year ended December 31, 2024 (dollars in thousands, except per-share amounts):
For the year ended December 31, 2024
Series B Preferred Stock:
Number of shares repurchased 115,176 
Gross repurchase price(1)
$ 2,429 
Weighted-average repurchase price per share $ 21.09 
Gain on repurchase(2)
$ 133 
Series C Preferred Stock:
Number of shares repurchased 201,646 
Gross repurchase price(1)
$ 4,201 
Weighted-average repurchase price per share $ 20.83 
Gain on repurchase(2)
$ 372 
(1)Inclusive of broker commissions.
(2)The gain on the repurchase of cumulative redeemable preferred stock is included within (Loss) gain on extinguishment of cumulative redeemable preferred stock, net on our accompanying Consolidated Statements of Operations and Comprehensive Income.
Non-Controlling Interests in Operating Partnership
We consolidate our Operating Partnership, which is a majority-owned partnership. As of each of December 31, 2025, 2024, and 2023, we owned 100.0%, of the outstanding OP Units.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors during the years ended December 31, 2025, 2024, and 2023 are reflected in the table below.
For the Years Ended December 31,
Issuance 2025 2024 2023
Series B Preferred Stock $ 1.500000  $ 1.500000  $ 1.500000 
Series C Preferred Stock 1.500000  1.500000  1.500000 
Series D Term Preferred Stock(1)
1.250004  1.250004  1.250004 
Series E Preferred Stock 1.250004  1.250004  1.250004 
Common Stock 0.560400  0.559500  0.553500 
(1)Dividends are treated similar to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
For federal income tax characterization purposes, distributions paid to stockholders may be characterized as ordinary income, capital gains, return of capital, or a combination thereof. The characterization of distributions on our preferred and common stock for each of the years ended December 31, 2025, 2024, and 2023 is reflected in the following table:
Ordinary
Income		 Long-term
Capital Gain		 Return of
Capital
For the Year Ended December 31, 2025
Series B Preferred Stock 47.528898  % 44.456417  % 8.014685  %
Series C Preferred Stock 47.528898  % 44.456417  % 8.014685  %
Series D Term Preferred Stock 47.528898  % 44.456417  % 8.014685  %
Series E Preferred Stock 47.528898  % 44.456417  % 8.014685  %
Common Stock —  % —  % 100.000000  %
For the Year Ended December 31, 2024
Series B Preferred Stock 47.178987  % 23.885993  % 28.935020  %
Series C Preferred Stock 47.178987  % 23.885993  % 28.935020  %
Series D Term Preferred Stock 47.178987  % 23.885993  % 28.935020  %
Series E Preferred Stock 47.178987  % 23.885993  % 28.935020  %
Common Stock —  % —  % 100.000000  %
For the Year Ended December 31, 2023
Series B Preferred Stock 30.782342  % 22.611772  % 46.605886  %
Series C Preferred Stock 30.782342  % 22.611772  % 46.605886  %
Series D Term Preferred Stock 30.782342  % 22.611772  % 46.605886  %
Series E Preferred Stock 30.782342  % 22.611772  % 46.605886  %
Common Stock —  % —  % 100.000000  %