Item 8.01.
Other Events
On May 6, 2022, Farmland Partners Inc. (the “Company”)
and Farmland Partners Operating Partnership, LP (the “Operating Partnership”) entered into (i) an Equity Distribution Agreement,
dated May 6, 2022 (the “Baird Equity Distribution Agreement”), by and among the Company, the Operating Partnership and Robert
W. Baird & Co. Incorporated (“Baird”); (ii) an Equity Distribution Agreement, dated May 6, 2022 (the “B. Riley Equity
Distribution Agreement”), by and among the Company, the Operating Partnership and B. Riley Securities, Inc. (“B. Riley”);
(iii) an Equity Distribution Agreement, dated May 6, 2022 (the “Janney Equity Distribution Agreement”), by and among the Company,
the Operating Partnership and Janney Montgomery Scott LLC (“Janney”); (iv) an Equity Distribution Agreement, dated May 6,
2022 (the “Jefferies Equity Distribution Agreement”), by and among the Company, the Operating Partnership and Jefferies
LLC (“Jefferies”); and (v) an Equity Distribution Agreement, dated May 6, 2022 (the “Raymond James Equity Distribution
Agreement” and, together with the Baird Equity Distribution Agreement, the B. Riley Equity Distribution Agreement, the Janney Equity
Distribution Agreement, and the Jefferies Equity Distribution Agreement, the “Distribution Agreements”), by and among the
Company, the Operating Partnership and Raymond James & Associates, Inc. (together with Baird, B. Riley, Janney and Jefferies , the
“Sales Agents”), in connection with the commencement of a new at-the-market equity offering program (the “Program”).
Pursuant to the terms and conditions of the Distribution Agreements, the Company may, from time to time, issue and sell through or to
the Sales Agents, shares of its common stock, $0.01 par value per share (the “Common Stock”), having an aggregate offering
price of up to $100,000,000 (the “Shares”). At the time of the Company’s entry into the Distribution Agreements, approximately
$10 million in shares of Common Stock remained available for issuance under the Company’s prior at-the-market offering program,
which commenced on October 29, 2021.
Sales of the Shares, if any, under the Distribution
Agreements may be made in transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities
Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker or through
an electronic communications network. The Company or any of the Sales Agents may at any time suspend the offering or terminate the Distribution
Agreements pursuant to the terms of the Distribution Agreements. The actual sale of Shares under the Program will depend on a variety
of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the
Company’s common stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The
Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Distribution Agreements or terminate
the Distribution Agreements.
Each Sales Agent will be entitled to a commission
that will not exceed, but may be lower than, 2.0% of the gross offering proceeds of Shares sold through it as sales agent. Under the terms
of each Distribution Agreement, the Company also may sell Shares to each Sales Agent as principal, pursuant to a separate agreement, for
its own account at a price agreed upon in writing at the time of sale.
Each of the Sales Agents has agreed, subject to
the terms and conditions of the applicable Distribution Agreement, to use its commercially reasonable efforts consistent with its normal
sales practices to execute any order that the Company submits to it under the applicable Distribution Agreement and with respect to which
such Sales Agent has agreed to act as the Company’s sales agent.
The Company intends to use any net proceeds from
the sale of its Shares under the Distribution Agreements to fund future acquisitions of farmland and for general corporate purposes, which
may include originating secured loans to farmers.
The Shares will be issued pursuant to the Company’s
effective shelf registration statement on Form S-3 (File No. 333-254834), and a prospectus supplement relating to the Shares that was
filed with the Securities and Exchange Commission on May 6, 2022. This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state.
The Baird Equity Distribution Agreement, the B.
Riley Equity Distribution Agreement, the Janney Equity Distribution Agreement, the Jefferies Equity Distribution Agreement and the Raymond
James Equity Distribution Agreement are filed as Exhibits 1.1, 1.2, 1.3, 1.4 and 1.5 respectively, to this Current Report on Form 8-K.
The description of the Distribution Agreements does not purport to be complete and is qualified in its entirety by reference to the Distribution
Agreements filed as exhibits to this Current Report on Form 8-K, which are incorporated herein by reference.