Annual report pursuant to Section 13 and 15(d)

EQUITY

v3.25.0.1
EQUITY
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity EQUITY
Amendment to Articles of Incorporation and Operating Partnership Agreement
On November 9, 2022, we amended our articles of incorporation (i) reclassifying and designating 15,551,347 authorized but unissued shares of our Series C Preferred Stock and 1,185,000 authorized but unissued shares of our Series D Term Preferred Stock as shares of common stock, (ii) setting forth the rights, preferences, and terms of the Series E Preferred Stock, and (iii) reclassifying and designating 16,000,000 shares of our authorized and unissued shares of common stock as shares of Series E Term Preferred Stock. In connection with the authorization of the Series E Preferred Stock, we amended our Operating Partnership agreement to provide for the establishment and issuance of an equal number of 5.00% Series E Cumulative Redeemable Preferred Units (the “Series E Preferred OP Units”) as are issued shares of the Series E Preferred Stock by the Company. Generally, the Series E Preferred OP Units have preferences, distribution rights, and other provisions substantially equivalent to those of the Series E Preferred Stock.
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, 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, 2024, we have issued a total of 176,195 shares of Series E Preferred Stock for gross proceeds of approximately $4.4 million and 470,676 shares of common stock for gross proceeds of approximately $6.8 million under the 2023 Registration Statement. See Note 11, “Subsequent Events,” for equity issuances completed subsequent to December 31, 2024.
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 Series C Preferred Stock (the “Series C Offering”). Under the Series C Offering, as amended, we were 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 of our Series C Preferred Stock 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 resulting in total gross proceeds, exclusive of redemptions, of approximately $252.6 million and net proceeds, after deducting commissions, dealer-manager fees, and offering expenses payable by us, of approximately $230.5 million. The Series C Preferred Stock DRIP was terminated effective March 22, 2023. See Note 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees paid to Gladstone Securities in connection with the Series C Offering.
We listed the Series C Preferred Stock on Nasdaq under the ticker symbol “LANDP,” and trading commenced on June 8, 2023.
During the year ended December 31, 2022, we sold 6,701,987 shares of the Series C Preferred Stock at a weighted average offering price per share of $24.76, resulting in gross proceeds of approximately $165.9 million and net proceeds, after deducting commissions and dealer-manager fees, of approximately $152.5 million. Additionally, during the years ended December 31, 2023 and 2022, we issued 14,069 shares and 34,628 shares, respectively, of the Series C Preferred Stock pursuant to the DRIP, and 48,913 shares and 38,595 shares, respectively, of the Series C Preferred Stock were tendered for optional redemption, which we satisfied with aggregate cash payments of approximately $1.2 million and $901,000, respectively.
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 6, “Related-Party Transactions—Gladstone Securities—Dealer-Manager Agreements,” for a discussion of the commissions and fees to be 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, 2024 and 2023 (dollars in thousands, except per-share amounts):
2024 2023
Number of shares sold 16,595  237,441 
Weighted-average offering price per share $ 24.98  $ 24.96 
Gross proceeds $ 414  $ 5,925 
Net proceeds(1)
$ 373  $ 5,342 
(1)Net of Selling Commissions, Dealer-Manager Fees, and underwriting discounts.
Refer to Note 11, “Subsequent Events—Equity Activity—Series E Preferred Stock,” for sales of the Series E Preferred Stock completed subsequent to December 31, 2024.
In addition, during the year ended December 31, 2023, 1,600 shares of Series E Preferred Stock were tendered for optional redemption, which we satisfied with an aggregate cash payment of approximately $36,000. No shares of the Series E Preferred Stock were tendered for optional redemption during the year ended December 31, 2024.
The Series E Offering will terminate on the date (the “Series E Termination Date”) that is the earlier of (i) December 31, 2025 (unless terminated or extended by its Board of Directors) and (ii) the date on which all 8,000,000 shares of Series E Preferred Stock offering in the Series E Offering are sold. There is currently no public market for shares of Series E Preferred Stock. We intend to apply to list the Series E Preferred Stock on Nasdaq or another national securities exchange within one calendar year of the Series E Termination Date; however, there can be no assurance that a listing will be achieved in such timeframe, or at all.
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, 2024, 2023, and 2022 (dollars in thousands, except per-share amounts):
Years Ended December 31,
2024 2023 2022
Number of shares sold 346,216  788,045  840,384 
Weighted-average offering price per share $ 13.52  $ 19.34  $ 26.47 
Gross proceeds $ 4,680  $ 15,240  $ 22,242 
Net proceeds(1)
$ 4,633  $ 15,087  $ 21,993 
(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 “Repurchase Program”). The Board’s authorization of the Repurchase Program may be suspended or discontinued at any time, does not obligate us to acquire any particular amount of securities, and expires on May 17, 2025. Under the 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 applicable Rule 10b5-1 trading plans.
The following table summarizes repurchase activity under the 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 Gain (loss) 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, 2024, 2023, and 2022, we owned 100.0%, of the outstanding OP Units, and there were no OP Units held by non-controlling OP Unitholders.
On or after 12 months after becoming a holder of OP Units, each non-controlling OP Unitholder has the right, subject to the terms and conditions set forth in the partnership agreement of the Operating Partnership, to require the Operating Partnership to redeem all or a portion of such units in exchange for cash or, at the Company’s option, shares of our common stock on a one-for-one basis. The cash redemption per OP Unit would be based on the market price of our common stock at the time of redemption. A limited partner will not be entitled to exercise redemption rights if the delivery of common stock to the redeeming limited partner would breach restrictions on the ownership of common stock imposed under our charter and other limitations thereof.
Regardless of the rights described above, the Operating Partnership will not have an obligation to issue cash to a unitholder upon a redemption request if the Company elects to redeem the OP Units for shares of its common stock. When a non-controlling unitholder redeems OP Units and the Company elects to satisfy that redemption through the issuance of common stock, non-controlling interest in the Operating Partnership is reduced and stockholders’ equity is increased.
During the year ended December 31, 2022, we redeemed 204,778 OP Units that were previously issued to noncontrolling OP Unitholders with a cash payment of approximately $7.7 million or $37.45 per OP Unit.
The Operating Partnership is required to make distributions on each OP Unit in the same amount as those paid on each share of the Company’s common stock, with the distributions on the OP Units held by the Company being utilized to make distributions to the Company’s common stockholders.
Distributions
The per-share distributions to preferred and common stockholders declared by our Board of Directors during the years ended December 31, 2024, 2023, and 2022 are reflected in the table below.
For the Years Ended December 31,
Issuance 2024 2023 2022
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  — 
Common Stock(2)
0.559500  0.553500  0.546300 
(1)Dividends are treated similar to interest expense on the accompanying Consolidated Statements of Operations and Comprehensive Income.
(2)The same amounts were paid as distributions on each OP Unit held by non-controlling OP Unitholders.
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 during each of the years ended December 31, 2024, 2023, and 2022 is reflected in the following table:
Ordinary
Income		 Long-term
Capital Gain		 Return of
Capital
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  %
For the Year Ended December 31, 2022
Series B Preferred Stock 34.205000  % —  % 65.795000  %
Series C Preferred Stock 34.205000  % —  % 65.795000  %
Series D Term Preferred Stock 34.205000  % —  % 65.795000  %
Common Stock —  % —  % 100.000000  %