$LAND·8-K/A

GLADSTONE LAND Corp · Apr 7, 4:07 PM ET

GLADSTONE LAND Corp 8-K/A

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GLADSTONE LAND Corp Corrects Authorized Share Counts (Certificate of Correction)

What Happened

  • On April 2, 2026, GLADSTONE LAND Corp (LAND) filed a Certificate of Correction with the Maryland State Department of Assessments and Taxation (SDAT) to amend previously filed Reclassification Articles Supplementary. The correction: (1) gives the attempted reclassification of Series D Preferred Stock no force and effect because there were no authorized Series D shares outstanding as of the filing date, and (2) corrects the number of authorized shares of the company’s capital stock.
  • As corrected, the company’s authorized capital stock is 100,000,000 shares, comprised of 67,588,265 shares of Common Stock, 6,321,801 shares of 6.00% Series B Cumulative Redeemable Preferred Stock, 10,103,804 shares of 6.00% Series C Cumulative Redeemable Preferred Stock, and 15,986,130 shares of 5.00% Series E Cumulative Term Preferred Stock. The Reclassification Articles Supplementary, as amended and corrected, did not change the company’s authorized shares.

Key Details

  • Filing date of Certificate of Correction: April 2, 2026 (filed with Maryland SDAT).
  • Total authorized shares after correction: 100,000,000.
  • Authorized share breakdown: Common 67,588,265; Series B 6,321,801; Series C 10,103,804; Series E 15,986,130.
  • The Company filed copies of the amended Reclassification Articles Supplementary and the Certificate of Correction as Exhibits 3.1 and 3.2 to the Form 8-K/A.

Why It Matters

  • This filing clarifies GLADSTONE LAND’s authorized capital structure and removes any legal effect from a reclassification of Series D preferred shares (because none were authorized/outstanding), removing uncertainty about that reclassification.
  • Authorized share counts are important for understanding potential dilution and corporate governance limits, though they are not the same as currently outstanding shares; investors should compare these authorized figures with recent outstanding-share disclosures in the company’s other filings for a complete picture.

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